F-1 1 ff12018_xiaotaiinternational.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on November 14, 2018 

Registration No. 333-[●]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

XIAOTAI INTERNATIONAL INVESTMENT INC.

(Exact name of Registrant as specified in its charter)

 

Not Applicable

(Translation of Registrant’s name into English)

 

Cayman Islands   6282   Not Applicable
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
 

(I.R.S. Employee

Identification number)

 

Room 301,Block 2,611 Jianghong Road, Changhe Street

Binjiang District, Hangzhou City, Zhejiang Province China

+86-571-26890017

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

Copies to:

 

Joan Wu, Esq.

Hunter Taubman Fischer & Li LLC

1450 Broadway, 26th Floor

New York, NY 10018

Tel: 917-512-0827

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

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. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a 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 ☒

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards1 provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

 

Calculation of Registration Fee

 

Title of Class of Securities to be Registered

  Amount to
be
Registered(1)
   Proposed
Maximum
Aggregate
Price Per
Share(2)
   Proposed
Maximum
Aggregate
offering
Price(2) (3)
   Amount of
Registration
Fee
 
Ordinary Shares, par value $0.0001 per share   [●]    [●]    20,000,000   $2,424 
Underwriters’ compensation warrants (4)   -    -    -    - 
Ordinary Shares underlying Underwriter’s compensation warrants   [●]    [●]    1,600,000   $194 
Total   [●]    [●]    21,600,000   $2,618 

 

(1) Includes [●] Ordinary Shares subject to the underwriter’s option to purchase additional shares.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.
(3) Includes the Offering Price (defined as below) of any additional Ordinary Shares that the underwriter has the option to purchase.
(4) We have agreed to issue upon the closing of this Offering, compensation warrants to [●] as representative of the underwriters, entitling them to purchase up to [●]% of the aggregate Ordinary Shares being sold in this Offering. The exercise price of the compensation warrants is equal to [●]% of the offering price of the Ordinary Shares offered hereby. Assuming a maximum placement and an exercise price of $[●] per share, we would receive, in the aggregate, $[●] upon exercise of the compensation warrants, of which there can be no guarantee.  The compensation warrants are exercisable for a [●]-year period, commencing [●] ([●]) months after the date of effectiveness of the Registration Statement of which this prospectus forms a part. An underwriting discount or spread equal to [●]% of the aggregate offering price will also be provided to underwriters. The Registration Statement of which this prospectus is a part also covers the Ordinary Shares issuable upon the exercise thereof. For additional information regarding our arrangement with the underwriters, please see “Underwriting” beginning on page 124.

 

 

 

 

 

 

The registrant hereby amends this the Registration Statement on Form F-1 (the “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 (the “Securities Act”) or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission (the “SEC”) acting pursuant to said Section 8(a) may determine.

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the SEC is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED NOVEMBER [14], 2018

 

 

Xiaotai International Investment Inc.

 

[●] Ordinary Shares

 

This is the initial public offering (the “Offering”) of Xiaotai International Investment Inc., a Cayman Islands exempted company with limited liability whose principal place of business is in [●], China. We are offering a minimum of $[●] and a maximum of $[●] of our Ordinary Shares, par value $0.0001 per share (the “Ordinary Shares), subject to an over-subscription option, described below.

 

No public market currently exists for our Ordinary Shares. We have applied for listing on the NYSE American under the symbol “TAI” for the Ordinary Shares. We expect that the initial public offering price (the “Offering Price”) will be between $[●] and $[●] per Ordinary Share. We believe that upon the completion of the Offering, we will meet the standards for listing on the NYSE American.

 

We are an “emerging growth company” as defined in the Jumpstart Our Business Act of 2012, as amended, and, as such, are eligible for to reduced public company reporting requirements.

 

Investing in our Ordinary Shares is highly speculative and involves a significant degree of risk. See “Risk Factors” beginning on page 9 of this prospectus for a discussion of information that should be considered before making a decision to purchase our Ordinary Shares.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 

   Per Share   Minimum Offering   Maximum Offering 
Public offering price  $ [●]   $   [●]    $     [●] 
Underwriter’s discount and commissions (1)(2)  $ [●]   $   [●]    $ [●] 
Proceeds to us, before expenses  $ [●]   $   [●]    $ [●] 

 

(1) Represents underwriting discount and commissions equal to [●]% per share (or $[●] per share), which is the underwriting discount we have agreed to pay on all investors in this Offering.
(2) Does not include expense allowance, payable the underwriters, or the reimbursement of certain expenses of the underwriters. See “Underwriting” beginning on page 124 of this prospectus for additional information regarding total underwriter compensation.

 

We expect our total cash expenses for this offering to be approximately $[●], including cash expenses payable to the Underwriter for its reasonable out-of-pocket expenses, exclusive of the above commissions. The Underwriter must sell the minimum number of securities offered ($[●] of Ordinary Shares) if any are sold. The Underwriter is only required to use its best efforts to sell the maximum number of securities offered ($[●] of Ordinary Shares). In addition, the Underwriter has been granted an over-subscription option pursuant to which we may extend the offering for an additional 45 days and sell an additional $[●]ordinary shares at the public offering price in the event that the maximum number of shares is sold. The Underwriter may exercise the over-subscription option on or prior to the final closing date of this offering. The offering will terminate upon the earlier of: (i) a date mutually acceptable to us and our Underwriter after which the minimum offering is sold or (ii) [●], 2018, unless mutually extended by us and the Underwriter for up to an additional [●] days. Until we sell at least $[●] of Ordinary Shares, all investor funds will be held in an escrow account at [●]. If we do not sell at least $[●] of Ordinary Shares by [●], 2018, unless mutually extended by the Company and the Underwriter all funds will be promptly returned to investors (within [●] ([●]) business days) without interest or deduction. One of the conditions to our obligation to sell any securities through the Underwriter is that, upon the final closing of the offering, the Ordinary Shares would qualify for listing on the NYSE American.

 

If we complete this offering, net proceeds will be delivered to us on each closing date. We will not be able to use such proceeds in China, however, until we complete certain remittance procedures in China. If we complete this Offering, then on each closing date, we will issue to the Underwriter a warrant to purchase the number of Ordinary Shares in the aggregate equal to [●] ([●]%) percent of the gross proceeds received by the Company from such closing. The warrants will be exercisable at any time, and from time to time, in whole or in part, during the period commencing [●] days from the date of such closing, which period shall not extend further than [●] years from the effective date of the registration statement of which this prospectus is a part, in compliance with FINRA Rule 5110(f)(2)(G)(i). The warrants are exercisable at a per share price equal to [●]% of the Offering Price in the offering and may also be exercisable on a cashless basis. See “Underwriting” on page 124.

 

The underwriter expects to deliver the Ordinary Shares to purchasers in the Offering on or about [●], 2018.

 

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

[●]

 

The date of this prospectus is [●], 2018

 

 

 

 

TABLE OF CONTENTS

 

 

Page
PROSPECTUS SUMMARY 1
RISK FACTORS 9
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 47
USE OF PROCEEDS 48
CAPITALIZATION 49
DILUTION 50
EXCHANGE RATE INFORMATION 52
ENFORCEABILITY OF CIVIL LIABILITIES 53
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 54
BUSINESS 73
REGULATIONS 89
MANAGEMENT 104
PRINCIPAL SHAREHOLDERS 108
RELATED PARTY TRANSACTIONS 110
DESCRIPTION OF SHARE CAPITAL 113
SHARES ELIGIBLE FOR FUTURE SALE 118
TAXATION 120
UNDERWRITING 124
EXPENSES RELATING TO THIS OFFERING 127
LEGAL MATTERS 127
EXPERTS 127
WHERE YOU CAN FIND ADDITIONAL INFORMATION 127
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1

 

You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. Neither we, nor the underwriters have authorized anyone to provide you with different information. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus, or any free writing prospectus, as the case may be, or any sale of shares in the Company.

 

For investors outside the United States: Neither we, nor the underwriters have done anything that would permit this Offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Ordinary Shares and the distribution of this prospectus outside the United States.

 

This prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe these industry publications and third-party research, surveys and studies are reliable, you are cautioned not to give undue weight to this information.

 

All references in this prospectus to “$,” “U.S.$,” “U.S. dollars,” “dollars” and “USD” mean U.S. dollars and all references to “RMB” mean Renminbi, unless otherwise noted. All references to “PRC” or “China” in this prospectus refer to the People’s Republic of China. All references to the “United States,” “U.S.” or “US” refer to the United States of America.

 

 

 

COMMONLY USED DEFINED TERMS

 

  Depending on the context, the terms “we”, “us”, “our company”, “our”, “Xiaotai”, and “Xiaotai Cayman” refer to Xiaotai International Investment Inc., a Cayman Islands company, and its subsidiaries and affiliated companies.

 

“Xiaotai HK” refers to Xiaotai Investment Hongkong Limited, a Hong Kong company.

 

  “WOFE” or “Ruiran” refers to Hangzhou Ruiran Technology Co., Ltd, a PRC company.

 

  “Xiaotai Zhejiang”  or “Xiaotai Technology” refers to Zhejiang Xiaotai Technology Co. Ltd., a PRC company.
     
  “Yingran Hangzhou” or “Yingran” refers to Hangzhou Yingran Technology Co. Ltd., a PRC company.
     
  “Tairan Shanghai” refers to Shanghai Tairan Internet Financial Information Service Co. Ltd., a PRC company.

 

  “AIC” refers to Administration for Industry and Commerce in China;

 

  “Controlling Shareholder” refers to Baofeng Pan;

 

  “Shares” and “Ordinary Shares” refer to our ordinary shares, $0.0001par value per share;

 

  “China” and “PRC” refer to the People’s Republic of China, excluding, for the purposes of this prospectus only, Macau, Taiwan and Hong Kong; and

 

  All references to “RMB,” “yuan” and “Renminbi” are to the legal currency of China, all references to “HKD” is to the legal currency of Hong Kong, and all references to “USD,” and “U.S. dollars” are to the legal currency of the United States.

 

 

 

PROSPECTUS SUMMARY

 

This summary highlights information that we present more fully in the rest of this prospectus. This summary does not contain all of the information you should consider before buying Ordinary Shares in this Offering. This summary contains forward-looking statements that involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,” “will,” “could,” and similar expressions denoting uncertainty or an action that may, will or is expected to occur in the future. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements. You should read the entire prospectus carefully, including the “Risk Factors” section and the financial statements and the notes to those statements. Unless otherwise stated, all references to “us,” “our,” “Xiaotai,” “we,” “the Company,” and similar designations refer to Xiaotai International Investment Inc., a Cayman Islands company, including its consolidated subsidiaries and variable interest entities (“VIEs”), unless the context otherwise indicates.

 

Overview

 

We are a “peer-to-peer” lending company in China providing an internet lending information intermediary platform that provides borrowers access to a wide variety of loan products. The loan products that we arrange currently generally range from one month to twenty-four months and are either unsecured loans which are lent either based on a borrower’s creditworthiness and assessed repayment ability, or loans secured by automobiles and delinquent assets. Through our internet lending information intermediary platform, we connect individual lenders with individual and small business borrowers. We currently conduct our business operations exclusively in China.

 

Supported by its proprietary finance technology, we have developed the Zhizi risk control system, which is a comprehensive risk control system and entitles the Company to receive a Level III Certificate for Protection of State Information Security awarded by the PRC Ministry of Public Security, the highest level of recognition granted to non-bank institutions in the finance industry for stringent information security management and risk controls. Leveraging its advanced finance technology and innovative, reliable risk control procedures in serving borrowers and investors through its website and mobile applications, we provide efficient and effective solutions to address largely underserved personal financing and investment demands of the rapidly-growing middle class population in China.

 

Through our own marketing efforts including website, mobile phone application and offline channels, we acquire investors who are mainly comprised of salary earners and middle-class income families seeking attractive returns at their desired risk levels. Our lending information intermediary platform offers investors equal access to a portfolio of diverse investment products, mainly consisting of individual loan investment products and platform designed portfolio investment products. The minimum capital commitment required for loan investment products is RMB100, and currently the annual rates of return to investors are generally between 6.6% and 11%. As a result of the attractive returns, we gain an investor retention rate of 80%.

 

We acquire borrowers primarily through our online and offline cooperation with several partners in the peer-to-peer lending industry. The cooperation partners acquire borrowers from their online and offline sources and refer to our platform following their initial review processes. Borrowers are attracted to the loan products offered on our platform for their affordability, varieties and transparencies.

 

Since the launch of the platform in September 2014 through June 30, 2018, we have facilitated loans in the aggregate principal of RMB 19.8 billion, or $3.0 billion for over 2.2 million registered users. We generate revenues primarily from loan facilitation fees and loan management fees, each of which is charged to the borrowers. For the years ended December 31, 2017 and 2016, we generated revenues of $32,791,525 and $6,585,697, respectively. For the six months ended June 30, 2018 and 2017, we generated revenues of $18,417,483 and $11,803,997, respectively.

 

Prior to February 2017, used third-party payment companies as agents to administer funding and repayment activities among borrowers, investors, the asset platform and the funding platform and to perform fund settlement functions. In August 2016, the CBRC together with three other PRC regulatory agencies jointly issued “Interim Measures on Administration of Business Activities of Online Lending Information Intermediaries” (“Interim Measures”) The Interim Measures require all peer-to-peer (“P2P”) lending facilitation intermediary companies to centralize their lending fund transfer and settlement functions to only one commercial bank in order to achieve the separation between fund management which is handled by a commercial bank and transaction management for which the lending information facilitation platform is responsible. Pursuant to the new regulations, we entered into a cooperation agreement in May 2017 with Beijing Bank for it to provide the platform with all services related to the lending fund transfer and repayment.

 

To date, we have financed our operations primarily through cash flows from operations and proceeds from contribution from shareholders. As of December 31, 2017 and 2016, and June 30, 2018, we had cash and cash equivalents of $33,770,478, $3,468,461 and $20,829,340. We intend to grow our business primarily by:

 

  Broaden borrower base and enhance market penetration through expanding cooperation relationships with industry partners;
     
  Increase its platform transaction volume and user number through enhanced marketing efforts and product and service offerings;
     
  Diversify platform investor base;
     
  Enhance its risk management capabilities, and
     
  Advance its cutting-edge finance technologies.

 

1

 

History and Corporate Structure

 

Xiaotai Cayman was incorporated under the laws of the Cayman Islands as our offshore holding company on July 19, 2018. Xiaotai Cayman owns 100% of the equity interest in Xiaotai HK, a company formed under the laws of the Hong Kong on August 7, 2018. Through Xiaotai HK, we indirectly own 100% of the equity interest in WOFE, a PRC company established on September 6, 2018. WOFE entered into a series of agreements with Xiaotai Zhejiang, a PRC entity formed on April 29, 2014, and the Xiaotai Zhejiang’s shareholders, through which we effectively control Xiaotai Zhejiang. WOFE also entered into a series of agreements with Yingran Hangzhou, a company formed under PRC laws on July 5, 2018, and the majority of Yingran Hangzhou’s shareholders, through which we effectively control Yingran Hangzhou. Yingran Hangzhou currently does not have any substantial operations. As consideration for entry into such agreements, shareholders of Xiaotai Zhejiang and Yingran Hangzhou received an aggregate of 100,000 Ordinary Shares of our company.

 

Xiaotai Cayman is a Cayman Islands holding company that conducts its business in China through its subsidiary and variable interest entity, Xiaotai Zhejiang. We may rely on dividends from our wholly foreign-owned subsidiary in China for our cash requirements. Under PRC laws and regulations, our wholly foreign-owned subsidiary in China may pay dividends only out of its accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, a wholly foreign-owned enterprise is required to set aside at least 10% of its accumulated after-tax profits after making up previous years’ accumulated losses each year, if any, to fund certain statutory reserve fund, until the aggregate amount of such fund reaches 50% of its registered capital. These reserves are not distributable as cash dividends.

 

The following diagram illustrates our corporate structure, including our subsidiary and consolidated variable interest entity and its subsidiaries, as of the date of this prospectus:

 

 

 

2

 

Our Competitive Strengths

 

We believe the following competitive strengths have contributed to, or will contribute to, our recent and ongoing growth

 

  A steady and fast growing online lending information intermediary platform offering diverse loan products and services to investors and borrowers.

 

  Comprehensive and stringent risk controls and management system;

 

  Effective customer acquisition and expansive borrower reach through close cooperation with industry partners

 

  Advanced and innovative finance technology and

 

  Visionary founder and experienced management team.

 

Our Strategies

 

We aspire to become a trusted online lending institution of privately offered investment funds. To achieve this goal, we intend to leverage on our existing strengths and pursue the following strategies:

 

  Broaden borrower base and enhance market penetration through expanding cooperation relationships with industry partners

 

  Continue to increase its platform transaction volume and user number through enhanced marketing efforts and product and service offerings;

 

  Further diversify platform investor base;

 

  Further enhance its risk management capabilities and

 

  Continue to advance its cutting-edge finance technologies

 

Our Challenges

 

Our ability to achieve our goal and execute our strategies is subject to risks and uncertainties, including those relating to:

 

  manage our growth or implement our business strategies sustainably;

 

  further development of the laws and regulations governing the wealth management services industry in China;

 

  attract and retain qualified funds lending product advisors and product development personnel and maintain a healthy employee turnover rate;

 

  maintain and further grow our active high-net-worth and SME client base or maintain or increase the amount of investment made by our clients in the products we distribute;

 

  fail to identify or fully appreciate various risks involved in the funds lending products we distribute; and

 

  fail to protect our reputation and enhance our brand recognition.

 

Please see “Risk Factors” and other information included in this prospectus for a detailed discussion of these challenges and risks.

 

3

 

Foreign Private Issuer Status

 

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 United States domestic public companies. For example:

 

  We are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;
     
  Subject to NYSE Regulations, 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 non-public 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
     
 

Our insiders are not required to comply with Section 16 of the Exchange Act requiring such 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.

 

Variable Interest Entity Arrangements

 

In establishing our business, we have used a variable interest entity, or VIE, structure. In the PRC, investment activities by foreign investors are principally governed by the Guidance Catalog of Industries for Foreign Investment, or the Catalog, which was promulgated and is amended from time to time by the PRC Ministry of Commerce, or MOFCOM, and the PRC National Development and Reform Commission, or NDRC. The Catalog divides industries into three categories: encouraged, restricted and prohibited. Industries not listed in the Catalog are generally open to foreign investment unless specifically restricted by other PRC regulations. Our Company is considered as foreign investors or foreign invested enterprise under PRC law. The provision of market surveys business, which we conduct through our VIEs, is within the category under the Catalog in which foreign investment is currently restricted, which makes a VIE structure necessary. In addition, we intend to centralize our management and operation in the PRC without being restricted to conduct certain business activities which are important for our current or future business but are restricted or might be restricted in the future. As such, we believe the agreements between WOFE, Xiaotai Zhejiang and Yingran Hangzhou are essential for our business operation. These contractual arrangements with Xiaotai Zhejiang and its major shareholders enable us to exercise effective control over Xiaotai Zhejiang and Yingran Hangzhou and hence consolidate its financial results as our VIEs.

 

In our case, WOFE effectively assumed management of the business activities of Xiaotai Zhejiang and Yingran Hangzhou through a series of agreements which are referred to as the VIE Agreements. The VIE Agreements are comprised of a series of agreements as described in details below. Through the VIE Agreements, WOFE has the right to advise, consult, manage and operate Xiaotai Zhejiang and Yingran Hangzhou for an annual consulting service fee in the amount of 100% of net profit of Xiaotai Zhejiang and Yingran Hangzhou, respectively. All the Xiaotai Zhejiang shareholders and Yingran Hangzhou shareholders (collectively, the “Participating Shareholders”) have each pledged all of their right, title and equity interests in Xiaotai Zhejiang and Yingran Hangzhou as security for WOFE to collect consulting services fees provided through the Equity Interests Pledge Agreement. In order to further reinforce WOFE’s rights to control and operate Xiaotai Zhejiang and Yingran Hangzhou, the Participating Shareholders have granted WOFE an exclusive right and option to acquire all of their equity interests in Xiaotai Zhejiang and Yingran Hangzhou through the  Exclusive Equity Option Agreement.

 

The VIE Agreements are detailed below as follows:

 

Equity Interest Pledge Agreements

 

WOFE, Xiaotai Zhejiang, Yingran Hangzhou and all of the Participating Shareholders, entered into Equity Interest Pledge Agreements, pursuant to which the Participating Shareholders pledged all of their equity interest in Xiaotai Zhejiang and Yingran Hangzhou to WOFE as collateral in order to guarantee the performance of Xiaotai Zhejiang and Yingran Hangzhou’s obligations under the Consulting Servcies Agreement.

 

The Participating shareholders shall not transfer the pledged equity interest, place or permit the existence of any security interest or other encumbrance on the pledged equity interest, without the prior written consent of WFOE, except for the performance of the Exclusive Equity Option Agreements executed by the VIE, WOFE, Xiaotai Zhejiang and Yingran Hangzhou on the execution date of the Equity Interest Pledge Agreement. During the term of the pledge, WOFE shall have the right to collect any and all dividends declared or generated in connection with the pledged equity interest. The pledge shall be continuously valid until all payments due under the Consulting Services Agreement have been fulfilled by the VIEs.

 

4

 

Consulting Services Agreements

 

Pursuant to Consulting Services Agreement by and between WOFE and Xiaotai Zhejiang, WOFE has the exclusive right to provide Xiaotai Zhejiang with technical support, consulting services and management services during the term of the agreement. In exchange, WOFE will be entitled to a service fee that substantially equals to all of the net income of Xiaotai Zhejiang. The service fees may be adjusted based on the services rendered by WOFE in that quarter. Xiaotai Zhejiang has agreed not to engage any other party for the same or similar consultation services without WOFE’s prior consent. The Consulting Services Agreement remains in effect unless Xiaotai Zhejiang fails to pay the services fee or becomes bankrupt or insolvent. Nevertheless, WOFE may terminate the Consulting Services Agreement at any time upon giving 30 days’ prior written notice to Xiaotai Zhejiang and the Xiaotai Shareholders.

 

Pursuant to a Consulting Services Agreement by and among WOFE, Yingran Hangzhou and each of the Yingran Hangzhou equity shareholders, or Yingran Shareholders, WOFE has the exclusive right to provide Yingran Hangzhou with technical support, consulting services and management services during the term of the agreement. In exchange, WOFE will be entitled to a service fee that substantially equals to all of the net income of Yingran Hangzhou. The service fees may be adjusted based on the services rendered by WOFE in that quarter. Yingran Shareholders and Yingran Hangzhou have agreed not to engage any other party for the same or similar consultation services without WOFE’s prior consent. The term of the Consulting Services Agreement remains in effect unless Yingran Hangzhou fails to pay the services fee or becomes bankrupt or insolvent. Nevertheless, WOFE may terminate the Consulting Services Agreement at any time upon giving 30 days’ prior written notice to Yingran and the Yingran shareholders.

 

Operating Agreements

 

Pursuant to an Operating Agreement by and among WOFE, Xiaotai Zhejiang and each of the Xiaotai Shareholders, Xiaotai Zhejiang or Xiaotai Shareholders shall not, without the prior written consent of WOFE, conduct any transactions which may materially affect the assets, obligations, rights or the operations of Xiaotai Zhejiang (excluding proceeding with Xiaotai Zhejiang’s normal business operation). Xiaotai Zhejiang and Xiaotai Shareholders also jointly agree to accept the corporate policies or advice provided by WOFE in connection with Xiaotai Zhejiang’s daily operations, financial management and the employment and dismissal of Xiaotai Zhejiang’s employees. Xiaotai Shareholders shall appoint such individuals as recommended by WOFE to be Directors of Xiaotai Zhejiang and shall appoint members of WOFE’s senior management as Xiaotai Zhejiang’s General Manager, Chief Financial Officer, and other senior officers (as defined in the Operating Agreement). Unless by the early termination of WOFE, the Operating Agreement remains in effect until Xiaotai Zhejiang’s operation term expires.

 

Pursuant to an Operating Agreement by and among WOFE, Yingran Hangzhou and each of the Yingran Shareholders, Yingran Hangzhou or Yingran Shareholders shall not, without the prior written consent of WOFE, conduct any transactions which may materially affect the assets, obligations, rights or the operations of Yingran Hangzhou (excluding proceeding with Yingran Hangzhou’s normal business operation). Yingran Hangzhou and Yingran Shareholders also jointly agree to accept the corporate policies or advice provided by WOFE in connection with Yingran Hangzhou’s daily operations, financial management and the employment and dismissal of Yingran Hangzhou’s employees. Yingran Shareholders shall appoint such individuals as recommended by WOFE to be Directors of Yingran Hangzhou and shall appoint members of WOFE’s senior management as Yingran Hangzhou’s General Manager, Chief Financial Officer, and other senior officers (as defined in the Operating Agreement). Unless by the early termination of WOFE, the Operating Agreement remains in effect until Yingran Hangzhou’s operation term expires.

 

Exclusive Equity Option Agreements

 

Pursuant to an Exclusive Equity Option Agreement by and among WOFE, Xiaotai Zhejiang and each of the Xiaotai Shareholders, Xiaotai Shareholders jointly and severally grant WOFE an exclusive option to purchase at any time in part or in whole their equity interests in Xiaotai Zhejiang for a purchase price equal to the capital paid by the Xiaotai Shareholders, pro-rated for purchase of less than all the equity interest. WOFE may exercise such option at any time until it has acquired all equity interests of Xiaotai Zhejiang, and freely transfer the option to any third party. The Exclusive Equity Option Agreement terminates in ten years but can be renewed by WFOE at its discretion.

 

Pursuant to an Exclusive Equity Option Agreement by and among the WOFE, Yingran Hangzhou and each of the Yingran Shareholders, Yingran Shareholders irrevocably grant WOFE an irrevocable and exclusive right to purchase, or designate one or more persons to purchase at any time in part or in whole their equity interests in Yingran Hangzhou for a purchase price equal to the capital paid by the Yingran Shareholders, pro-rated for purchase of less than all the equity interest. WOFE may exercise such option at any time until it has acquired all equity interests of Yingran Hangzhou, and freely transfer the option to any third party. The Exclusive Equity Option Agreement terminates in ten years but can be renewed by WOFE at its discretion.

 

Voting Rights Proxy Agreement

 

Each of the Xiaotai Shareholders and Yingran Shareholders has entered into a voting rights proxy agreement, or the Voting Rights Proxy Agreement, pursuant to which each of the Xiaotai Shareholders and Yingran Shareholders has authorized WOFE to act on his or her behalf as the exclusive agent and attorney with respect to all matters concerning the shareholding, including but not limited to: (a) attending shareholders’ meetings; (b) exercising all the shareholder’s rights that shareholders are entitled to under PRC law and the VIE’s bylaws, including but not limited to the sale or transfer or pledge or disposition of the such shareholder’s shareholding in part or in whole; and (c) designating and appointing on behalf of the shareholders legal representative, executive director, supervisor, chief executive officer and other senior management members of the VIEs. The agreement shall remain in effective for the longest time then permitted under applicable PRC laws.

 

5

 

The Company has concluded that the Company is the primary beneficiary of Xiaotai Zhejiang and Yingran Hangzhou and should consolidate their financial statements. The Company is the primary beneficiary based on the Voting Rights Proxy Agreement entered into as part of the VIE Agreements that each equity holder of Xiaotai Zhejiang and Yingran Hangzhou assigned their rights as a shareholder of Xiaotai Zhejiang and Yingran Hangzhou to WOFE. These rights include, but are not limited to, attending shareholders’ meetings, voting on matters submitted for shareholder approval and appointing legal representatives, executive director, supervisor, chief executive officer and other senior management members. As such, the Company, 100% controlling WOFE, is deemed to hold all of the voting equity interest in Xiaotai Zhejiang and Yingran Hangzhou. For the periods presented, the Company has not provided any financial or other support to either Xiaotai Zhejiang or Yingran Hangzhou. However, pursuant to the Consulting Services Agreement, the Company may provide complete technical support, consulting services and management services during the term of the VIE agreements. Though not explicit in the VIE agreements, the Company may provide financial support to Xiaotai Zhejiang and Yingran Hangzhou to meet its working capital requirements and capitalization purposes. The terms of the VIE Agreements and the Company’s plan of financial support to the VIEs were considered in determining that the Company is the primary beneficiary of the VIEs. Accordingly, the financial statements of the VIEs are consolidated in the Company’s consolidated financial statements.

 

Based on the foregoing VIE Agreements, WOFE has effective control of both Xiaotai Zhejiang and Yingran Hangzhou which enables WOFE to receive all of their expected residual returns and absorb the expected losses of VIEs. Accordingly, the Company consolidates the accounts of Xiaotai Zhejiang and Yingran Hangzhou for the periods presented herein, in accordance with Accounting Standards Codification, or ASC, 810-10, Consolidation.

 

Emerging Growth Company Status

 

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), and we are eligible to take advantage of certain exemptions from various reporting and financial disclosure requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, (1) presenting 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 in this prospectus, (2) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and (3) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We intend to take advantage of these exemptions. As a result, investors may find investing in our Ordinary Shares less attractive.

 

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. As a result, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

 

We could remain an emerging growth company for up to five years, or until the earliest of (1) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (2) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Ordinary Shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 months, or (3) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

 

Corporate Information 

 

Our principal executive offices are located at Room 301, Block 2,611 Jianghong Road, Changhe Street, Binjiang District, Hangzhou City, Zhejiang Province, People’s Republic of China. Our telephone number at this address is +86-571-26890017 . Our registered office in the Cayman Islands is located at the Office of Sertus Incorporations (Cayman) Limited, Sertus Chambers, Governors Square, Suite # 5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1-1104, Cayman Islands. Our agent for service of process in the United States is [●].

 

Our website is [●]. The information contained on our website or any third-party websites is not a part of this prospectus.

 

6

 

The Offering

 

Shares Being Offered:

A minimum of $[●] and a maximum of $[●] of Ordinary Shares. (1)
   
Initial Offering Price:  The purchase price for the shares will be $[●] to $[●] per share.
   
Number of Ordinary Shares Outstanding Before the Offering: [●] of our Ordinary Shares are outstanding as of the date of this prospectus.
   
Number of Ordinary Shares Outstanding After the Offering (2): 

Minimum Offering: [●] of our Ordinary Shares will be outstanding.

 

Maximum Offering: [●] of our Ordinary Shares will be outstanding.

   
Gross Proceeds to us, net of Underwriting Discount, but before Expenses (2):

$[●], assuming completion of the minimum offering.

 

$[●], assuming completion of the maximum offering.

   
Best Efforts: The Underwriter is selling our Ordinary Shares on a “best efforts” basis. Accordingly, the Underwriter has no obligation or commitment to purchase any securities. The Underwriter is not required to sell any specific number or dollar amount of Ordinary Shares, but will use its best efforts to sell the Ordinary Shares offered. We do not intend to close this offering unless we sell at least the minimum number of Ordinary Shares, at the price per Ordinary Share set forth on the cover page of this prospectus, which would result in sufficient proceeds to list our Ordinary Shares on the NYSE American.
   
Closing of Offering The offering contemplated by this prospectus will terminate upon the earlier of: (i) a date mutually acceptable to us and the Underwriter after the minimum offering is sold or (ii) [●], 2018, unless mutually extended by us and the Underwriter for up to an additional 90 days. If we complete this offering, net proceeds will be delivered to us on each closing date (such closing date being the above mutually acceptable date, provided the minimum offering has been sold). We will not complete this offering unless our application to list on the NYSE American is approved.

 

Use of Proceeds:

We plan to use the net proceeds of this offering primarily for general corporate purposes, which may include establishing branches and hiring financial advisors in affluent cities in mainland China, acquiring other companies in our industry, working capital and other general and administrative matters. For more information on the use of proceeds, see “Use of Proceeds” on page 48.
   
Lock-up We, all of our directors and officers and shareholders have agreed with the Underwriter, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our Ordinary Shares or securities convertible into or exercisable or exchangeable for our Ordinary Shares for a period of [●] months after the closing of this offering. See “Shares Eligible for Future Sale” and “Underwriting” for more information.
   
NYSE Symbol: TAI
   
Risk Factors: Investing in our Ordinary Shares involves a high degree of risk. As an investor you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the “Risk Factors” section beginning on page 9.

 

 

(1) In addition, the Underwriter has been granted an over-subscription option pursuant to which we may extend the offering for an additional 45 days and sell up to an additional $[●] Ordinary Shares at the public offering price in the event that the maximum number of Ordinary Shares is sold. The Underwriter may exercise the over-subscription option on or prior to the final closing date of this offering.
  (2) Assumes the Underwriter’s over-subscription option has not been exercised.

 

7

 

Summary Consolidated Financial and Operating Data

 

The following summary consolidated financial statements for the years ended December 31, 2017 and 2016 are derived from our audited consolidated financial statements included elsewhere in this prospectus. The summary consolidated financial statements for the six months ended June 30, 2018 and 2017 are derived from our unaudited consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.

 

Our historical results for any period are not necessarily indicative of results to be expected for any future period. You should read the following summary financial information in conjunction with the consolidated financial statements and related notes and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

 

Summary of Financial Statements

 

   For the fiscal year ended
December 31,
  

For the six months ended

June 30,

 
   2017   2016   2018   2017 
           (Unaudited)   (Unaudited) 
Total Sales  $32,791,525   $6,585,697   $18,417,483   $11,803,997 
Income(Loss) from Operations   19,265,646    (4,261,748)   3,596,049    6,185,838 
Net Other Income   (152,735)   (297,416)   110,446    (144,976)
Net Income(Loss)   11,312,224    (6,446,486)   2,799,245    

3,284,857

 
Other Comprehensive Income (Expense)   1,012,427    (140,410)   (470,259)   129,102 
Comprehensive Income (Loss)   12,324,651    (6,586,896)   2,328,986    3,413,959 
Net earnings (loss) per share from continuing operations – basic and diluted   148.49    (43.71)   27.99    49.87 
Net loss per share from discontinued operations – basic and diluted   (35.37)   (20.76)   -    (17.03)

 

   December 31,   June 30, 
   2017   2016   2018 
           (Unaudited) 
Total Assets  $45,639,711   $7,662,058   $34,474,369 
Total Current Liabilities   23,140,151    7,818,574    10,717,988 
Shareholders’ Equity   21,427,395    (156,516)   23,756,381 
Total Liabilities and Shareholders’ Equity   45,639,711    7,662,058    34,474,369 

 

8

 

RISK FACTORS

 

An investment in our Ordinary Shares involves significant risks. You should carefully consider all of the information in this prospectus, including the risks and uncertainties described below, before making an investment in our Ordinary Shares. Any of the following risks could have a material adverse effect on our business, financial condition and results of operations. In any such case, the market price of our Ordinary Shares could decline, and you may lose all or part of your investment.

 

Risks Related to Our Business and Industry

 

We has a limited operating history in a new and evolving industry, and our future growth and prospects may be unpredictable and subject to a number of variables.

 

The online lending information intermediary services industry (the “online lending industry”) is a new, growing and evolving industry in China. The PRC regulatory framework for this industry is also evolving and may remain uncertain for the foreseeable future. If China’s online lending industry does not maintain the level of a healthy development in the long term, and particularly if PRC laws and regulations impose undue restrictions on this industry, there may not be an adequate market for the loan products facilitated on our platform. We only began operating our online lending facilitation platform in 2014 and is subject to all potential risks involved in a developing business enterprise in a new and evolving industry. The likelihood of our continued success must be considered in light of the challenges, uncertainties, complications, unpredictable costs and delays frequently encountered in connection with a new and evolving industry and the competitive environment in which it operates.

 

Potential borrowers and investors may not be familiar with the online lending intermediary services segment and may not be able to distinguish our services from those of our competitors. Attracting new investors and new borrowers through our cooperation partners to transact on our platform is crucial to increasing the volume of loans facilitated through our platform and to the success of our business. We may not be able to successfully attract new investors and new borrowers on a consistent basis. You should consider our prospects for future operation success in light of the risks and uncertainties encountered by those businesses in their early stages of development. We may not be able to successfully address these risks and uncertainties or implement our operating strategies. If We fail to do so, such failure could materially harm our business operations or, in the extreme case, cause it to cease operations.

 

If new negative publicity arises with respect to the online lending industry, our business prospects and operating results could be adversely affected.

 

There have been a number of business failures and fraud or unfair dealing allegations against companies in the online lending industry in China since 2016. The PRC government has issued new rules and regulations in the past few years to develop a more transparent regulatory environment for the online lending industry. Not all companies in China’s online lending industry have been fully compliant with these regulations, and this has adversely impacted the reputation of China’s online lending industry as a whole. If borrowers or investors associate those failed companies or unfair business practices with us, they may be less willing to join our platform or continue to participate in future transactions. Negative reputation can also arise from many other sources, such as misconduct by cooperation partners or other third-party service providers. Any negative publicity with respect to our cooperation partners or service providers could also affect our business and operating results to the extent that our operations rely on those partners or if borrowers and investors associate us with those partners. All of those factors could adversely affect customer confidence in the participation of our platform, and as a result, could harm our business and operating results.

 

Our recent rapid growth may not be indicative of our future prospects, and any significant decrease in the loan transactions between borrowers and investors on our platform could adversely affect our business and operation results.

 

We have been experiencing significant growth since our inception in 2014, particularly with respect to the number of platform registered users and the total amount of loans facilitated. Our future growth, however, may not continue at the current pace or at all. The relatively short operating history of the online lending industry and the current market conditions may not present an adequate basis for evaluating our business prospects and financial performance. Like our industry peers, we have a limited operating history under our current business mode. It has encountered and will continue to encounter risks, uncertainties, unforeseeable costs and hurdles as it continues to develop.

 

To maintain our growth momentum, we seek to continue to increase loan transactions through our website and mobile platform by attracting new borrowers who meet our platform borrowing standards through our cooperation partners. In addition to small size loans, we also aim to increase the number of larger or longer-term loans. In addition, we also need to ensure borrowers’ loans offer sufficiently high returns to incentivize new and existing investors so that they maintain or increase their investments in borrower loans. Any substantial decrease in the number of borrower and investor participations in the loan transactions on our platform could adversely affect our business prospects, results of operations and financial condition.

 

9

 

Our online facilitation operations require adequate funding from investors, and access to sufficient capital cannot be assured.

 

Our business operations are based on the matching of borrowers and investors through our online platform. The growth and success of our future operations depend on the availability of adequate capital to meet borrower demand for their borrowing needs. A large portion of platform investors’ capital has been from affluent individuals and middle-class families. In order to maintain the requisite level of funding for the loans facilitated on our platform to meet borrower demand, we intend to further diversify our investor composition including attracting institutional investors, which usually invest larger amounts compared to individual investors. If adequate funds are not available to meet borrowers’ demand for loans, the volume of loans facilitated on our platform may be significantly impacted. Also, investors may choose not to invest in loans facilitated on our platform. If our platform is unable to have adequate investor capital due to insufficient investment on our platform, or if investments are not available to fund the loans on a timely basis , we may experience a loss of market share or have a slower than expected growth, which would harm our business, financial condition and results of operations.

 

If we are unable to increase the number of repeat borrowers on our platform, the credit quality, amount of transactions and service fees, and overall profitability of our platform may be adversely affected.

 

Since inception, we have steadily experienced an increase in loan transactions on our platform. We rely on referrals from our cooperation partners to acquire new and repeat borrowers. As such, our cooperation relationships with our industry partners is vital for expanding our customer base and adding new registered users to borrow from investors on our platform. Repeat borrowing is also crucial to our growth because repeat borrowers generally demonstrate good credit behaviors and contribute to a higher overall credit quality of borrowers on our platform. Additional loans facilitated to repeat borrowers contribute to an increase in our transactions and service fees without lower costs. However, the growth in repeat borrowing rate may not immediately translate into profitability if we cannot effectively manage our customer acquisition cost to attract first-time loan borrowers to our platform. Repeat borrowing tends to result in increases in average loan size as borrowers progressively borrow loans with higher principal amounts in subsequent loans on our platform. As repeat borrowers borrow larger amounts of loans over time, we expect to generate cumulative fees exceeding our customer acquisition costs and increase our overall profitability. While we expect the rate of repeat borrowing on our platform to continue to increase, if our repeat borrowing rate decreases in the future, if repeat borrowers do not borrow larger loans or if the repeat borrowing rate is not as high as our expectations, our overall profitability may be adversely affected.

 

If we cannot maintain or increase the volume of loan transactions facilitated through our platform, our business and results of operations will be adversely affected.

 

The volume of loan transactions facilitated through our platform has grown steadily and rapidly since our inception. The overall transaction volume may be affected by a number of factors, including our brand recognition and reputation, the interest rates offered between borrowers and investors relative to market rates, the effectiveness of the platform’s risk control, the efficiency of our platform, our relationships with our cooperation partners and other factors. We intend to continue to dedicate significant resources to our platform user acquisition efforts, including establishing new online acquisition channels. If there are insufficient qualified loan requests, investors may be unable to invest their capital in an efficient manner and may seek other investment opportunities. If there are insufficient investor commitments, borrowers may be unable to obtain capital through our platform and may turn to other sources for their borrowing needs, and investors who wish to exit their investments prior to maturity on the secondary loan market may not be able to do so in a timely fashion.

 

If any of our current customer acquisition channels become less effective, or if we are unable to continue to use any of these channels, we may not be able to attract new investors or the cooperation partners’ borrowers in a cost-effective manner or may even lose our existing borrowers and investors to our competitors. If we fail to attract qualified borrowers and sufficient investor commitments, or if borrowers and investors decide not to continue to transact loans on our platform at the current level, we might be unable to increase our loan transaction volume and revenues as anticipated, and our business and results of operations may be adversely affected.

 

10

 

Failure to maintain good working relationships with our cooperation partners or to develop relationships with new partners could have a material adverse effect on our financial conditions and results of operations.

 

We consider our relationships with our industry cooperation partners crucial to our future success, particularly with respect to our borrower acquisitions, loan funding, and data sources for risk management. We rely on referrals from our cooperation partners to acquire new and repeat borrowers. As such, our cooperation relationships with our industry partners is vital for expanding our customer base and adding new registered users to borrow from investors on our platform. We also obtain an enormous amount of data from e-commerce platforms, online consumer service providers, telecommunication service providers and other industry service providers. Additionally, we engage a depository bank to provide fund depository, transfer, settlement and clearance services for our platform.

 

We cannot predict whether our industry partners would choose to terminate their relationships with us or propose terms that we cannot accept. Also, identifying potential new partners and maintaining relationships with existing partners require significant time and resources as does integrating third-party data and services. In addition, our relationships with our partners also does not prohibit them from working with our competitors or from offering competing services. Our competitors may provide incentives to our partners to favor their platform services over ours, which could have the effect of reducing the volume of loans facilitated through our platforms if our partners were to direct potential borrowers to other platforms or otherwise endorse our competitor’s platform services over us. Also, our partners may choose to launch their own lending platforms and become a competitor themselves. Further, if these partners do not perform as expected, the benefits to us may not be as favorable as we expects and we may have disagreements or disputes with such partners, any of which could adversely affect our brand and reputation as well as our business operations. If we cannot successfully enter into new cooperation relationships or maintain productive relationships with current partners, our results of operations and financial conditions may be materially adversely affected.

 

When new competitors seek to enter our target markets, or when industry competitors seek to increase their market shares, they may substantially reduce their service fees or common terms in a particular market, which could adversely affect our market share or ability to explore new market opportunities. In addition, since the online lending industry is a relatively recent development in China, potential investors and borrowers may not fully understand how our platforms work and may not be able to fully appreciate the additional customer protections and features that we has invested in and adopted on our platforms as compared to other platforms. Our financial results may suffer if we fail to act to meet these competitive challenges. Further, to the extent that our competitors are able to offer more attractive terms to our partners, such cooperation partners may choose to terminate their relationships with us. All of the foregoing could adversely affect our business, results of operations, financial condition and future growth.

 

If we cannot compete effectively in our targeted markets, our operating results could be adversely affected.

 

China’s lending and investment markets are intensely competitive and rapidly evolving. We compete with our industry peers that actively attempt to attract potential borrowers, investors or both. With respect to borrowers, we primarily competes with other online lending platforms that facilitate personal credits. With respect to investors, we primarily compete with other online lending platforms, wealth management centers and traditional banks in China.

 

Some of our current or potential competitors have significantly more financial, technical, marketing and other resources than we do and may be able to devote greater resources to the development, promotion, sale and support of their platforms and distribution channels. Their business models may also ultimately prove more successful or more adaptable to new regulatory, technological and other developments. Our current or potential competitors may also have longer operating histories, more extensive customer bases, greater brand recognition and brand loyalty, and broader customer and partnership relationships than we have. For example, established internet companies, including social media companies that possess large, existing customer bases, substantial financial resources and established distribution channels have entered and may continue to enter the online lending market. Our competitors may be better equipped to expand customer base, respond quickly to new technologies and undertake more extensive marketing campaigns. If we are unable to compete with such companies or meet the need for innovation in our industry, the demand for our platform services could stagnate or substantially decline, we could experience reduced revenue, or our platforms could fail to achieve or maintain wider market acceptance, any of which could harm our business and results of operation.

 

We rely on data sourced primarily from third parties and prospective borrowers in borrower qualification and credit assessments, and if the data is inaccurate or cannot be reliably used, loan products may lose their value resulting in us to lose our investors.

 

Our ability to evaluate borrowers and attract investors depends on accurate credit assessment, fraud detection and data processing. We receive data and information from prospective borrowers and third-party sources, including credit reporting entities, data vendors, and consumer transaction companies. In addition to traditional data used to analyze potential borrowers’ creditworthiness, we also rely on behavioral data, including e-commerce, social media, online and other public information, and transactional data.

 

11

 

Unlike many developed countries, China does not have a well-developed centralized credit reporting system. Although we take steps to verify potential borrower data, information obtained may nevertheless not be as complete or accurate as our platform expects. Moreover, investors do not have access to all the financial information of a potential borrower and can rely only on our qualification assessment and scoring technology to evaluate borrowers’ creditworthiness. If customer information from outside sources becomes unavailable or more expensive to obtain, we would have to seek alternative sources of information and consequently our operation costs would increase. If investors receives inaccurate, misleading or incomplete information supplied by potential borrowers and third-parties, those investors may experience no returns or lower than expected returns on their investments. Consequently, investors may lose confidence in the platform services, and our sources of capital for our platform operations would be jeopardized. As a result, our business and results of operations may be adversely affected.

 

Our platform and technology systems rely on proprietary technologies that are highly technical, and if it contains undetected errors, our business and results of operations could be adversely affected.

 

Our platform systems rely on software and other technology that are highly technical and complex. The systems depend on the ability of such technology to store, retrieve, process and manage immense amounts of data. The software technology on which we rely may now or in the future contain, undetected errors or bugs. Some errors may only be discovered after the software has been released for external or internal use. Errors or other design defects within the software on which we rely may result in a negative experience for borrowers and investors on the platform, delay introductions of new features or enhancements, result in errors or compromise our ability to protect borrower or investor data or our intellectual property. Any errors, bugs or defects discovered in our proprietary software technologies could result in disruption to the platform operations, loss of borrowers or investors or potential liability for damages, any of which could adversely affect our business, results of operations and financial conditions.

 

We may not be able to prevent others from unauthorized use of our intellectual property, and any infringement on our IP rights could adversely affect our platform operations and competitive position.

 

We regards our trademarks, domain names, know-how, proprietary technologies and similar intellectual property as critical to our success, and we rely on a combination of intellectual property laws and Contractual Arrangements, including confidentiality and non-compete agreements with our employees and others to protect our proprietary rights. We cannot assure you that any of our intellectual property rights would not be challenged, invalidated or misappropriated, or such intellectual property would be sufficient to provide us with competitive advantages.

 

Registering, maintaining and enforcing intellectual property rights in China can often be a challenging task. Statutory laws and regulations are subject to judicial interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutory interpretation. Preventing any unauthorized use of our intellectual property is difficult and costly and the steps we take may be inadequate to prevent the misappropriation of our intellectual property. In addition, risks exist that confidentiality and non-compete agreements could be breached by employees or counterparties, and there may not be adequate remedies available to us for any such breach. In the event that we have to resort to litigation to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources. We can provide no assurance that it will prevail in such litigation. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors. If our employees or consultants use intellectual property owned by others in their work, disputes may arise as to the rights in related know-how and inventions. Any failure in protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.

 

Personal data and other confidential information of borrowers, investors and partners which we collect or are provided access to may subject us to liabilities imposed by relevant governmental regulations or expose it to risks of cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions.

 

We receive, transmit and stores a large volume of personally identifiable information and other confidential data from borrowers, investors and our partners. There are a number of laws and regulations governing privacy and the storing, sharing, use, disclosure and protection of personally identifiable information and user data. Specifically, personally identifiable and other confidential information is increasingly subject to legislation and regulations in numerous domestic and international jurisdictions, the intent of which is to protect the privacy of personal information that is collected, processed and transmitted in or from the governing jurisdiction. This regulatory framework for privacy issues in China and worldwide is currently evolving and is likely to remain changing for the foreseeable future. In addition, there may be limits on the cross-border transmission of user data even to the extent that such transmission is within our company. We could be adversely affected if legislation or regulations are expanded to require changes in business practices or privacy policies, or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business, financial condition and results of operations.

 

12

 

In addition to rules and regulations, industry groups or other private parties may propose new and different privacy standards. Because the interpretation and application of privacy and data protection laws and privacy standards are still evolving, it is possible that our current practices may inadvertently fail to fully comply with certain aspects of those rules or privacy standards. Any inability to adequately address privacy concerns, even if unfounded, or to comply with applicable privacy or data protection laws, regulations and privacy standards, could result in additional costs and liabilities, damage our reputation, inhibit the use of Our platforms and adversely affect our growth.

 

The data we possessed and the automated nature of our platforms may make it an easy target for and potentially vulnerable to, cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions. Furthermore, some of the data we possessed is stored on our servers, which are hosted by third parties. While we and our third-party hosting facilities have taken steps to protect confidential information to which we have access, our security measures may be breached in the future. Any accidental or willful security breaches or other unauthorized access to our platforms could cause confidential borrower, investor or partner information to be stolen and used for criminal purposes. Security breaches or unauthorized access to confidential information could also expose us to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity. If our security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in our software are exposed and exploited, our relationships with borrowers, investors and partners could be severely damaged, and we could incur significant liability.

 

In addition, malwares or other techniques that may potentially be used to sabotage or obtain unauthorized access to our systems change frequently and generally are not recognized until they are launched against a target, and we and our third-party hosting facilities may be unable to anticipate these techniques or implement adequate preventative measures. Any security breach, whether actual or perceived, would harm our reputation, and could cause it to lose borrowers, investors and partners and adversely affect our business and results of operations.

 

Our platform operations depend on the performance of the internet infrastructure and fixed telecommunications networks in China.

 

Almost all access to the internet in China is maintained through state-owned telecommunication operators under the administrative control and regulatory supervision of the Ministry of Industry and Information Technology. We rely on a limited number of telecommunication service providers to provide data communications capacity through local telecommunications lines and internet data centers to host our servers. We have limited access to alternative networks or services in the event of disruptions, failures or other problems with China’s internet infrastructure or the fixed telecommunications networks provided by telecommunication service providers. With the expansion of our business, we may be required to upgrade our technology and infrastructure to keep up with the increasing traffic on our platform. We cannot assure you that the internet infrastructure and the fixed telecommunications networks in China will be able to support the demands associated with the continued growth in internet usage.

 

In addition, we has no control over the costs of the services provided by telecommunication service providers. If the prices we pay for telecommunications and internet services rise significantly, our results of operations may be adversely affected. Furthermore, if internet access fees or other charges to internet users increase, our user traffic may decline and our business may be harmed.

 

Our business success depends on the continued efforts of our senior management and key employees. If we failed to retain one or more core members of different functions and teams, our business may be severely disrupted.

 

Our business operations depend on the continued services of our senior management and key members of our technical, operational and marketing teams. While we have provided different incentives to our management and other employees, we cannot assure you that we can continue to retain their services. If one or more of our key executives or employees were unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all, our business may be severely disrupted and our financial condition and results of operations may be materially and adversely affected, and we may incur additional expenses to recruit, train and retain qualified personnel. In addition, although we have entered into confidentiality and non-competition agreements with our key management and employees, there is no assurance that anyone of them will not join our competitors or form a competing business. If any dispute arises between us and our current or former management members or employees, we may have to incur substantial costs and expenses in order to enforce such agreements in China or we may be unable to enforce them at all.

 

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Misconduct, errors and underperformance by our employees, service providers or other contracting third-parties could harm our business and reputation.

 

We are exposed to many types of operational risks, including the risk of misconduct and errors by our employees, third-party service providers or other contracting third parties. Our business depends on our employees and third-party service providers to interact with potential borrowers or investors, process large numbers of transactions and support the loan collection process, all of which involve the use and disclosure of personal information. We could be materially adversely affected and suffer financial losses if transactions, arrangements or funds were redirected, misappropriated, breached or otherwise improperly executed, if personal information was disclosed to unintended recipients, or if an operational breakdown or failure in the processing of transactions occurred, whether as a result of human error, purposeful sabotage or fraudulent manipulation of our operations or systems. It is not always possible to identify misconduct or errors by employees, third-party service providers or other contracting parties, and the precautions we take to detect and prevent such types of activity may not be effective in controlling unknown or unmanaged risks or losses. If any of our employees, third-party service providers or other contracting parties take, convert or misuse funds, documents or data or fail to follow protocol when interacting with borrowers and investors, we could be liable for damages and subject to regulatory actions and penalties, in addition to suffering financial losses. We could also be perceived to have facilitated or participated in the illegal misappropriation of funds, documents or data, or the failure to follow protocol, and therefore be subject to civil or criminal liability.

 

As we rely on certain third-party service providers, such as cooperation partner platforms, the depository bank and other service providers, to conduct our business, and if these third-party service providers failed to function properly, we cannot assure you that We would be able to find an alternative in a timely and cost-efficient manner or at all. Any of these occurrences could result in our diminished ability to operate our business, potential liability to borrowers and investors, inability to attract borrowers and investors, reputational damage, regulatory intervention and financial harm, which could negatively impact our business, financial condition and results of operations.

 

Competition for our employees is intense, and we may not be able to attract and retain the highly skilled employees needed to support our business.

 

As we continue to experience rapid growth, we believe our success depends on the efforts and talents of our employees, including computer engineers, financial personnel and marketing professionals. Our future success depends on our continued ability to attract, develop, motivate and retain highly qualified and skilled employees. Competition for highly skilled sales, technical and financial personnel is extremely intense in today’s Chinese financial services industry. We may not be able to hire and retain these personnel at a level consistent with our existing compensation and salary structure. Many of the companies with which we compete for experienced employees have greater resources than we do and may be able to offer more attractive terms of employment.

 

We have incurred net losses in the recent past, and may incur losses again in the future.

 

We have incurred net losses in the past. We anticipate that our operating expenses will increase in the foreseeable future as we seek to continue to grow our business, attract new and repeat borrowers, investors and partners, and further develop our platform and services for the benefit of investors and borrowers on our platforms. These efforts may be more expensive than anticipated, and we may not succeed in increasing our revenues sufficiently to offset these higher expenses. If we are unable to execute our business development strategy or unable to generate sufficient amount of services fees from our customers, it may not achieve the earning level it anticipates. We may incur net losses or may be unable to maintain profitability on a quarterly or annual basis on a consistent basis.

 

Our business and operating results may be impacted by adverse economic and market conditions.

 

Many factors, including factors that are beyond our control, may have a detrimental impact on borrowers’ willingness to seek loans and investors’ ability and desire to lend, and consequentially have a negative effect on our business and results of operations. These factors include general economic conditions, the general interest rate environment, unemployment rates, residential home values and the availability of other investment opportunities. If any of these factors arise, our revenue and transactions on our platforms would decline and our business would be negatively impacted.

 

There can be no assurance that economic conditions will remain favorable for our business or that demand for our online lending information services will remain at current levels. Reduced demand for loans transacted on our platform would negatively impact our growth and revenue. If an insufficient number of qualified borrowers apply for our loans or our access to investors’ capital for loans on our platforms decreases, our growth and revenue could decline.

 

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If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Ordinary Shares may decline.

 

As a public company, we will be required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. We are in the process of designing, implementing, and testing the internal control over financial reporting required to comply with this obligation, which process is time consuming, costly, and complicated. In addition, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting until our annual report on Form 10-K following the date on which we are no longer an “emerging growth company,” which may be up to five full years following the date of this offering. If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Ordinary Shares could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the Securities and Exchange Commission, or the SEC, or other regulatory authorities, which could require additional financial and management resources.

 

We may not be able to effectively manage our growth or implement our future business strategies, in which case our business and results of operations may be materially and adversely affected. 

 

We are experiencing a period of growth and expansion that has placed, and continues to place, significant strain on our management and resources. Factors relating to our business that may impact our growth and cause fluctuations include:

 

  a decline or slowdown of the growth in the value of loan products we market or manage;

 

  changes in laws or regulatory policies that could impact our ability to provide wealth management marketing services to our clients;

 

  negative publicity regarding the financial services industry in China;

 

  unanticipated delays of product or service rollouts;

 

  unanticipated changes to economic terms in contracts with our financial product providers, including renegotiations that may not be favorable to us or our clients;

 

  failure to enter into contracts with new loan product providers and cancellations of existing contracts with loan product providers;

 

  increases in the number of clients who decide to terminate their relationship with us or who ask us to redeem their investment in the products that we market; and

 

  volatility or declines in the equity, debt, real estate or other markets that reduce the assets under our management and may result in the clients’ withdrawing their investments.

 

We believe that our growth will depend on our ability to effectively implement our business strategies and address the above listed factors that may affect us.

 

In order to strengthen our market position in the third-party wealth management service industry in China, we need to allocate substantial resources to design and develop high-quality financial products, enhance our ability to source and distribute third-party financial products and continue to grow our internet funds lending business, all of which require us to further expand, train, manage and motivate our workforce and maintain our relationships with our clients, third-party issuers and other industry players such as financial institutions and internet funds lending companies. Our operational expenses may increase due to establishment of additional offices and client centers so as to increase our market penetration. We anticipate that we will also need to implement a variety of enhanced and upgraded operational and financial systems, procedures and controls, including the improvement of our accounting and other internal management systems. All of these endeavors involve risks and will require substantial management efforts, attention and skills, and significant additional expenditure. We cannot assure you that our current and planned personnel, systems, procedures and controls will be adequate to support our future operations. In addition, we cannot assure you that we will be able to manage our growth or implement our future business strategies effectively, and failure to do so may materially and adversely affect our business and results of operations.

 

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We may fail to obtain and maintain licenses and permits necessary to conduct our operations in China, and our business may be materially and adversely affected as a result of any changes in the laws and regulations governing the financial services industry in China.

 

The laws and regulations governing the financial services industry in China are still evolving. Substantial uncertainties exist regarding the regulatory system and the interpretation and implementation of current and any future PRC laws and regulations applicable to the financial services industry and companies that operate wealth management or internet funds lending businesses. Depending on the type of products and services being offered, the business operation may be subject to the supervision and scrutiny by different authorities. To date, the PRC government has not adopted a unified regulatory framework governing the distribution or management of funds lending products. However, there are laws and regulations governing certain funds lending products that we distribute or manage, such as private equity funds, securities investment funds and private placement bonds.

 

We currently hold Value-Added Telecom Service License and Internet Content Provider License to conduct our online funds lending services. We cannot assure you that we will be able to maintain our existing licenses, qualifications or permits, renew any of them when their current term expires or obtain additional licenses necessary for our future business expansion. Any violation of China Securities Regulatory Commission (“CSRC”) or Internet funds lending Association of China (“AMAC”) regulation would negatively impact our registration with AMAC. We cannot assure you that we will be able to maintain our qualification to sell private fund products or other regulated fund products.

 

In addition, if future PRC regulations require that we obtain additional licenses or permits in order to continue to conduct our business operations, there is no guarantee that we would be able to obtain such licenses or permits in a timely fashion, or at all. If any of these situations occur, our business, financial condition and prospects would be materially and adversely affected.

 

Our risk management policies and procedures may not be fully effective in identifying or mitigating risk exposure in all market environments or against all types of risk, including employee and financial advisor misconduct. 

 

We have devoted significant resources to developing our risk management policies and procedures and will continue to do so. Supported by its proprietary finance technology, we have developed the Zhizi risk control system, which is a comprehensive risk control system and entitles the Company to receive a Level III Certificate for Protection of State Information Security awarded by the PRC Ministry of Public Security, the highest level of recognition granted to non-bank institutions in the finance industry for stringent information security management and risk controls. Nonetheless, our policies and procedures to identify, monitor and manage risks may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk. Many of our risk management policies are based upon observed historical market behavior or statistics based on historical models. During periods of market volatility or due to unforeseen events, the historically derived correlations upon which these methods are based may not be valid. As a result, these methods may not predict future exposures accurately, which could be significantly greater than what our models indicate. This could cause us to incur investment losses or cause our hedging and other risk management strategies to be ineffective. Other risk management methods depend upon the evaluation of information regarding markets, clients, catastrophe occurrence or other matters that are publicly available or otherwise accessible to us, which may not always be accurate, complete, up-to-date or properly evaluated.

 

Moreover, we are subject to the risks of errors and misconduct by our employees and advisors, which include:

 

  engaging in misrepresentation or fraudulent activities when marketing or distributing funds lending products to clients;

 

  improperly using or disclosing confidential information of our clients, third-party funds lending product providers or other parties;

 

  concealing unauthorized or unsuccessful activities; or

 

  otherwise not complying with laws and regulations or our internal policies or procedures.

 

Although we have established an internal compliance system to supervise service quality and regulation compliance, these risks may be difficult to detect in advance and deter, and could harm our business, results of operations or financial performance.

 

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In addition, although we perform due diligence on potential clients, we cannot assure you that we will be able to identify all the possible issues based on the information available to us. If certain investors or borrowers do not meet the relevant qualification requirements for products we distribute or under applicable laws, we may also be deemed in default of the obligations required in our contract with the product providers. Management of operational, legal and regulatory risks requires, among other things, policies and procedures to properly record and verify a large number of transactions and events, and these policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk.

 

Non-compliance on the part of third parties with which we conduct business could disrupt our business and adversely affect our results of operations.

 

Our third-party payment companies or other business counterparties that act agents to administer funding and repayment activities among borrowers, investors, the asset platform and the funding platform and to perform fund settlement functions may be subject to regulatory penalties or punishments because of their regulatory compliance failures, which may affect our business activities and reputation and in turn, our results of operations. Although we conduct due diligence on our business counterparties, we cannot be certain whether any such counterparty has infringed or will infringe any third parties’ legal rights or violate any regulatory requirements. We cannot assure you that these counterparties will continue to maintain all applicable permits and approvals, and any noncompliance on the part of these counterparties may cause potential liabilities to us and in turn disrupt our operations.

 

A portion of our revenue, net income and cash flow are variable, which may make it difficult for us to achieve steady earnings growth from period to period.

 

A portion of our revenue, net income and cash flow are variable. For example, we are entitled to receive service fees from the investments we receive and manage only upon the investors receiving their investment return. Such variability in the timing and amount of service fees may affect our results of operations and cash flow during a particular period, which may not be indicative of our performance in a future period. We may not achieve steady growth in net income and cash flow from period to period. In addition, even if an investment proves to be profitable, it may be a number of years before any profits can be realized. We cannot predict precisely when, or if, realizations of investments will occur. If we were to have a realization event in a particular period, the event may have a significant impact on our results and cash flow for that particular period.

 

Our funds lending approach may fail.

 

The success of our funds lending approach depends, in part, upon our ability to correctly interpret market data and other information. It also depends on our ability to conduct or obtain useful funds lending research and analysis and/or predict market conditions and developments. Failure to do so could have a material adverse effect on the performance of the funds. Some of our strategies may be new or may be rapidly developing. This could increase the difficulties that we face in successfully pursuing such strategies on behalf of our funds. As the approach and strategies that we currently employ may be modified and altered from time to time, it is possible that strategies used in the future may be different from those currently in use. No assurance can be given that our current and/or future strategies will be successful under all or any market conditions.

 

The impairment or negative performance of other funds lending services companies could adversely affect us. 

 

We routinely work with counterparties in the financial services industry, including internet funds lending companies, custodian banks and other institutions, when providing our services. A decline in the financial condition of one or more financial services institutions may expose us to credit losses or defaults, limit our access to liquidity or otherwise disrupt the operations of our businesses. While we regularly assess our exposure to different industries and counterparties, the performance and financial strength of specific institutions are subject to rapid change, the timing and extent of which cannot be known.

 

Downgrades in the credit or financial strength ratings assigned to the counterparties with whom we transact or other adverse reputational impacts to such counterparties could create the perception that our financial condition will be adversely impacted as a result of potential future defaults by such counterparties. As a result, our operations and financial performances may be adversely impacted.

 

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We face substantial competition and if we are unable to compete successfully, we could lose our market share and our results of operations and financial condition may be materially and adversely affected.

 

The internet funds lending market in China is at an early stage of development and is highly fragmented. As the industry develops, we expect to face increased competition. In distributing funds lending products, we face direct competition primarily from other third-party internet funds lending service providers. In addition, there is a risk that we may not successfully identify new product and service opportunities or develop and introduce these opportunities in a timely and cost-effective manner. New competitors that are better adapted to the internet funds lending service industry may emerge, which could cause us to lose market share in key market segments.

 

Many of our competitors have better brand recognition, stronger market influence, and greater financial, and/or marketing resources. For example, many funds lending product providers are engaged in, or may in the future engage in, the distribution of funds lending products and may benefit from the integration of funds lending products with their other product offerings.

 

In addition, we face competition from other private fund lending companies that have emerged or will emerge in the internet funds lending business in China in the foreseeable future. With an increasing portion of funds lending products being distributed through online or mobile platforms, we expect to continue to compete with an increasing number of internet finance enterprises.

 

Any failure to protect our clients’ privacy and confidential information could lead to legal liability, adversely affect our reputation and have a material adverse effect on our business, financial condition or results of operations.

 

Our services involve the exchange, storage and analysis of highly confidential information, including detailed personal and financial information regarding our clients, through a variety of electronic and non-electronic means, and our reputation and business operations are highly dependent on our ability to safeguard the confidential personal data and information of our clients. We rely on a network of process and software controls to protect the confidentiality of data provided to us or stored on our systems.

 

If we do not maintain adequate internal controls or fail to implement new or improved controls, this data could be misappropriated or confidentiality could otherwise be breached. We could be subject to liability if we inappropriately disclose any client’s personal information, or if third parties are able to illegally gain access to any client’s name, address, portfolio holdings, or other personal and confidential information. Any such event could subject us to claims for identity theft or other similar fraud claims or claims for other misuses of personal information, such as unauthorized marketing or unauthorized access to personal information. In addition, such events would cause our clients to lose their trust and confidence in us, which may result in a material adverse effect on our business, results of operations and financial condition.

 

We may not be able to prevent unauthorized use of our intellectual property, which could reduce demand for the products that we distribute and our services, adversely affect our revenues and harm our competitive position.

 

We rely primarily on a combination of copyright, trade secret, trademark and anti-unfair competition laws and contractual rights to establish and protect our intellectual property rights. We cannot assure you that the steps we have taken or will take in the future to protect our intellectual property or piracy will prove to be sufficient. For example, although we require our employees to enter into confidentiality agreements in order to protect our trade secrets, other proprietary information and, most importantly, our client information, these agreements might not effectively prevent disclosure of our trade secrets, know-how or other proprietary information and might not provide an adequate remedy in the event of unauthorized disclosure of such confidential information. In addition, others may independently discover trade secrets and proprietary information, and in such cases we could not assert any trade secret rights against such parties. Implementation of intellectual property-related laws in China has historically been lacking, primarily due to ambiguity in the PRC laws and enforcement difficulties. Accordingly, intellectual property rights and confidentiality protection in China may not be as effective as in the United States or other countries. Current or potential competitors may use our intellectual property without our authorization in the development of products and services that are substantially equivalent or superior to ours, which could reduce demand for our solutions and services, adversely affect our revenues and harm our competitive position. Even if we were to discover evidence of infringement or misappropriation, our recourse against such competitors may be limited or could require us to pursue litigation, which could involve substantial costs and diversion of management’s attention from the operation of our business.

 

We may face intellectual property infringement claims, which could be time-consuming and costly to defend and may result in the loss of significant rights by us. 

 

Although we have not been subject to any litigation, pending or threatened, alleging infringement of third parties’ intellectual property rights, we cannot assure you that such infringement claims will not be asserted against us in the future. Some third parties may own technology patents, copyrights, trademarks, trade secrets and Internet content, which they may use to assert claims against us. We require our advisors, managers and relevant staff to follow certain procedures designed to reduce the likelihood that we may use, develop or make available any content or applications without the proper licenses or necessary third-party consents. However, these procedures may not be effective in completely preventing the unauthorized posting or use of copyrighted material or the infringement of other rights of third parties.

 

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Intellectual property litigation is expensive and time-consuming and could divert resources and management attention from the operation of our business. If there is a successful claim of infringement, we may be required to alter our services, cease certain activities, pay substantial royalties and damages to, and/or obtain one or more licenses from third parties. We may not be able to obtain those licenses on commercially acceptable terms, or at all. Any of those consequences could cause us to lose revenues, impair our client relationships and harm our reputation.

 

Legal or administrative proceedings or allegations against us or our management could have a material adverse impact on our reputation, results of operations, financial condition and liquidity.

 

We have not been subject to legal or administrative proceedings or third-party allegations historically which were likely to have had a material adverse effect on our business, financial condition or results of operations. We have been, and may from time to time in the future become, a party to such proceedings or claims arising in the ordinary course of our business. Any lawsuit or allegation against us, with or without merit, or any perceived unfair, unethical, fraudulent or inappropriate business practice by us or perceived wrong doing by any key member of our management team could harm our reputation, distract our management from day-to-day operations and cause us to incur significant expenses in the defense of such matters. A substantial judgment, award, settlement, fine, or penalty may generate negative publicity against us and could be materially adverse to our operating results or cash flows for a particular future period, depending on our results for that period. This risk may be heightened during periods when credit, equity or other financial markets are volatile, or when clients or investors are experiencing losses.

 

Our principal shareholder has substantial influence over our company and his interests may not be aligned with the interests of our other shareholders.

 

As of the date of this prospectus, Mr. Baofeng Pan beneficially owns an aggregate of approximately 56.6% of our issued and outstanding Ordinary Shares. As a result of Mr. Pan substantial shareholding, Mr. Pan has a substantial influence over our business, including decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. Mr. Pan may take actions that are not in the best interests of us or our other shareholders. This concentration of ownership may discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our Ordinary Shares. These actions may be taken even if they are opposed by our other shareholders.

 

We are not an “investment company” and do not intend to become registered as an “investment company” under the Investment Company Act of 1940, or the 1940 Act, because our primary business is internet funds lending services.

 

An entity will generally be deemed an “investment company” for purposes of the 1940 Act if: (a) it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities, or (b) absent an applicable exemption, it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We are engaged primarily in the business of marketing third party and self-developed financial products and providing internet funds lending services, and not in the business of investing, reinvesting or trading in securities. We hold ourselves out as an internet funds lending firm and do not propose to engage primarily in the business of investing, reinvesting or trading in securities. We recently restructured certain of our assets and currently none of our subsidiaries holds investment securities having a value exceeding 40% of the value of its total assets. As such, we believe that none of our consolidated and/or unconsolidated entities is an investment company under the Investment Company Act.

 

If we were to be deemed an investment company, as a foreign private issuer, we would not be eligible to register under the 1940 Act, and if a sufficient amount of our assets are deemed to be “investment securities” within the meaning of the 1940 Act, we would either have to obtain exemptive relief from the SEC, modify our contractual rights or dispose of investments in order to fall outside the definition of an investment company. Additionally, we may have to forego potential future acquisitions of interests in companies that may be deemed to be investment securities within the meaning of the 1940 Act. Failure to avoid being deemed an investment company under the 1940 Act coupled with our inability as a foreign private issuer to register under the 1940 Act could make us unable to comply with our reporting obligations as a public company in the United States and lead to our being delisted from NYSE, which would have a material adverse effect on the liquidity and value of our Ordinary Shares.

 

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We have limited insurance coverage.

 

Insurance companies in China currently do not offer as extensive an array of insurance products as insurance companies in more developed economies. Other than casualty insurance on some of our assets, we do not have commercial insurance coverage on our other assets and we do not have insurance to cover our business or interruption of our business, litigation or product liability. Moreover, the low coverage limits of our property insurance policies may not be adequate to compensate us for all losses, particularly with respect to any loss of business and reputation that may occur. We have determined that the costs of insuring for these risks and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. Any uninsured occurrence of loss or damage to property, litigation or business disruption may result in our incurring substantial costs and the diversion of resources, which could have an adverse effect on our results of operations and financial condition.

 

Risks Related to Our Corporate Structure

 

If the PRC government finds that the agreements that establish the structure for operating certain of our operations in China do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. 

 

We are acting as a private fund manager to high-net-worth individuals and enterprises in China from time to time. While the distribution of private equity funds or securities investment funds is not explicitly categorized as restricted to foreign investment, a qualification is required for the sales of private equity funds or securities investment funds by private fund management companies. In practice, such qualification is generally unavailable to foreign-invested enterprises or their subsidiaries. And although foreign-invested enterprises incorporated in China are not expressly prohibited from providing private fund management services in China, in practice, when managing the various funds, we may also need to invest in projects or funds at the same time. Some targeted projects, such as high-end hotel and office building rental projects are in prohibited or restricted categories for foreign investment. In order to conduct our sales services in the future, we have entered into contractual arrangements through WOFE which have such qualifications.

 

Part of our business includes conducting market surveys, which is defined by the current Foreign Investment Catalogue to mean the collection and analysis of information concerning the performance and prospects of certain commercial products and/or services. Market survey is categorized as restricted to foreign investment. The Measures for the Administration of Foreign-Related Investigation, promulgated by the National Bureau of Statistics on July 19, 2004, states that foreign-invested entities cannot conduct market survey unless a license has been granted by the relevant authority. The license application is subject to stringent requirements and is ultimately subject to the discretion of the relevant authority. Because WOFE is unable to obtain such license, we conduct such activities through Xiaotai Zhejiang and Yingran Hangzhou, which, as domestic PRC companies, are not required to obtain such license for market survey.

 

Our contractual arrangements with Xiaotai Zhejiang and its shareholders enable us to (1) have power to direct the activities that most significantly affect the economic performance of Xiaotai Zhejiang; (2) receive substantially 100% of the economic benefits from Xiaotai Zhejiang in consideration for the services provided by Xiaotai Zhejiang; and (3) have an exclusive option to purchase most or part of the equity interests in Xiaotai Zhejiang when and to the extent permitted by PRC law, or request any existing shareholder of Xiaotai Zhejiang to transfer any or part of the equity interest in Xiaotai Zhejiang to another PRC person or entity designated by WOFE at any time at our discretion. Because of these contractual arrangements, we are the primary beneficiary of Xiaotai Zhejiang and hence treat each of Xiaotai Zhejiang as our VIE, and consolidate Xiaotai Zhejiang and its subsidiaries’ results of operations into ours.

 

Our contractual arrangements with Yingran Hangzhou and its shareholders enable us to (1) have power to direct the activities that most significantly affect the economic performance of Yingran Hangzhou; (2) receive substantially 100% of the economic benefits from Yingran Hangzhou in consideration for the services provided by Yingran Hangzhou; and (3) have an exclusive option to purchase most or part of the equity interests in Yingran Hangzhou when and to the extent permitted by PRC law, or request any existing shareholder of Yingran Hangzhou to transfer any or part of the equity interest in Yingran Hangzhou to another PRC person or entity designated by WOFE at any time at our discretion. Because of these contractual arrangements, we are the primary beneficiary of Yingran Hangzhou and hence treat each of Yingran Hangzhou as our VIE, and consolidate Yingran Hangzhou and its subsidiaries’ results of operations into ours.

 

If the PRC government finds that our contractual arrangements do not comply with its restrictions on foreign investment in the wealth management or internet funds lending business, or if the PRC government otherwise finds that we, Xiaotai Zhejiang, Yingran Hangzhou or any of their subsidiaries or branches are in violation of PRC laws or regulations or lack the necessary permits or licenses to operate our business, the relevant PRC regulatory authorities, including the CSRC, would have broad discretion in dealing with such violations or failures, including, without limitation:

 

  revoking our business and operating licenses;

 

  discontinuing or restricting our operations;

 

  imposing fines or confiscating any of our income that they deem to have been obtained through illegal operations;

 

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  imposing conditions or requirements with which we or our PRC subsidiary and consolidated entities may not be able to comply;

 

  requiring us or our PRC subsidiary and consolidated entities to restructure the relevant ownership structure or operations;

 

  restricting or prohibiting our use of the proceeds from the initial public offering or other financing activities of foreign investors to finance the business and operations of our VIE and their respective subsidiary; or

 

  taking other regulatory or enforcement actions that could be harmful to our business.

 

Any of these actions could cause significant disruption to our business operations, and may materially and adversely affect our business, financial condition and results of operations. In addition, it is unclear what impact the PRC government actions would have on us and on our ability to consolidate the financial results of any of our consolidated entities in our consolidated financial statements, if the PRC government authorities find our legal structure and contractual arrangements to be in violation of PRC laws, rules and regulations. If any of these penalties results in our inability to direct the activities of Xiaotai Zhejiang and Yingran Hangzhou that most significantly impact its economic performance and/or our failure to receive the economic benefits from Xiaotai Zhejiang and Yingran Hangzhou, we may not be able to consolidate Xiaotai Zhejiang or Yingran Hangzhou into our consolidated financial statements in accordance with U.S. GAAP.

 

We rely on contractual arrangements with our VIEs, and their shareholders for a portion of our China operations, which may not be as effective as direct ownership in providing operational control. 

 

We rely on contractual arrangements with our VIEs, Xiaotai Zhejiang and Yingran Hangzhou, and their Participating Shareholders to operate a portion of our operations in China, including wealth management advisory service, market survey and the sale of private funds by private fund management companies. These contractual arrangements may not be as effective as direct ownership in providing us with control over our VIEs. For example, our VIEs and their Participating Shareholders could breach their contractual arrangements with us by, among other things, failing to operate our business in an acceptable manner or taking other actions that are detrimental to our interests. These risks exist throughout the period in which we operate our businesses through the contractual arrangements with our VIEs. If we were the controlling shareholder of the VIEs with direct ownership, we would be able to exercise our rights as shareholders to effect changes to their board of directors, which in turn could implement changes at the management and operational level. However, under the current contractual arrangements, as a legal matter, if our VIEs or its shareholders fail to perform their obligations under these contractual arrangements, we may have to incur substantial costs to enforce such arrangements, and rely on legal remedies under PRC law, including contract remedies, which may be time-consuming, unpredictable and expensive. If we are unable to enforce these contractual arrangements, or if we suffer significant delay or other obstacles in the process of enforcing these contractual arrangements, our business and operations could be severely disrupted, which could materially and adversely affect our results of operations and damage our reputation.

 

For the years ended December 31, 2017 and 2016, Xiaotai Zhejiang and its subsidiaries and branches contributed 100% and 100% of our total net revenues, respectively. For the six months ended June 30, 2018 and 2017, Xiaotai Zhejiang and its subsidiaries and branches contributed 100% and 100% of our total net revenues. Yingran Hangzhou and its subsidiaries and branches did not contribute any net revenues to our total net revenues for the relevant years and periods, as it was formed on July 5, 2018. In the event we are unable to enforce the contractual arrangements, we may not be able to have the power to direct the activities that most significantly affect the economic performance of Xiaotai Zhejiang or Yingran Hangzhou or their subsidiaries and branches, and our ability to conduct our business may be negatively affected, and we may not be able to consolidate the financial results of Xiaotai Zhejiang or Yingran Hangzhou or their subsidiaries and branches into our consolidated financial statements in accordance with U.S. GAAP.

 

The shareholders of our VIEs may have potential conflicts of interest with us, and if any such conflicts of interest are not resolved in our favor, our business may be materially and adversely affected. 

 

We have designated individuals who are PRC nationals to be the shareholders of Xiaotai Zhejiang and Yingran Hangzhou. These individuals may have conflicts of interest with us. Xiaotai Zhejiang is approximately 40.48 % owned by Mr. Baofeng Pan who will be appointed as the Chairman of the Board of Director effective upon consummation of the Offering, and Yingran Hangzhou is approximately 56.6% owned by Mr. Baofeng Pan. Conflicts of interest may arise between the roles of Mr. Baofeng Pan as shareholder, director of our company and as shareholder, director and officer of our VIEs. We rely on these individuals to abide by the laws of the Cayman Islands, which provide that directors and officers owe a fiduciary duty to our company that requires them to act in good faith and in the best interest of our company and not to use their positions for personal gains. On the other hand, PRC laws also provide that a director or an executive officer owes a fiduciary duty to the company he or she directs or manages. We cannot assure you that when conflicts arise, shareholders of our VIEs will act in the best interest of our company or that conflicts will be resolved in our favor. These individuals may breach or cause the VIEs to breach the existing contractual arrangements. If we cannot resolve any conflicts of interest or disputes between us and these shareholders, we would have to rely on legal proceedings, which may be expensive, time-consuming and disruptive to our operations. There is also substantial uncertainty as to the outcome of any such legal proceedings.

 

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Our ability to enforce the equity pledge agreements between us and the Participating Shareholders of Xiaotai Zhejiang and Hangzhou Yingran may be subject to limitations based on PRC laws and regulations.

 

Pursuant to the equity pledge agreements relating to Xiaotai Zhejiang and Yingran Hangzhou, Xiaotai Zhejiang shareholders and Yingran Hangzhou shareholder pledged their equity interests in Xiaotai Zhejiang and Yingran Hangzhou to WOFE to secure Xiaotai Zhejiang’s and Yingran Hangzhou’s performances of the obligations and indebtedness under the Technical Consultation and Service Agreements and the Business Cooperation Agreements. The equity pledges under these equity pledge agreements have been registered with the relevant local branch of the State Administration for Industry and Commerce, or the SAIC. Under the PRC Property Law, when an obligor fails to pay its debt when due, the pledgee may choose to either conclude an agreement with the pledger to obtain the pledged equity or seek payments from the proceeds of the auction or sell-off of the pledged equity. If Xiaotai Zhejiang and Yingran Hangzhou fails to perform its obligations secured by the pledges under the equity pledge agreements respectively, one remedy in the event of default under the agreements is to require the pledger to sell the equity interests in Xiaotai Zhejiang and Yingran Hangzhou, as applicable, in an auction or private sale and remit the proceeds to our subsidiary in China, net of related taxes and expenses. Such an auction or private sale may not result in our receipt of the full value of the equity interests in our VIEs. We consider it very unlikely that the public auction process would be undertaken since, in an event of default, our preferred approach would be to ask our PRC subsidiary that is a party to the exclusive Equity Option Agreements with the Xiaotai Zhejiang Shareholders and the Yingran Hangzhou Shareholders, to designate another PRC person or entity to acquire the equity interests in such VIEs and replace the existing shareholders pursuant to the exclusive Equity Option Agreements.

 

In addition, in the registration forms of the local branch of the SAIC for the pledges over the equity interests under the equity pledge agreements, the amount of registered equity interests pledged to our PRC subsidiary was stated as the pledger’s portion of the registered capital of the VIEs. The equity pledge agreements with the shareholders of our VIEs provide that the pledged equity interest constitute continuing security for any and all of the indebtedness, obligations and liabilities of our VIEs under the relevant contractual arrangements, and therefore the scope of pledge should not be limited by the amount of the registered capital of the applicable VIEs. However, there is no guarantee that a PRC court will not take the position that the amount listed on the equity pledge registration forms represents the full amount of the collateral that has been registered and perfected. If this is the case, the obligations that are supposed to be secured in the equity pledge agreements in excess of the amount listed on the equity pledge registration forms could be determined by the PRC court to be unsecured debt, which takes last priority among creditors and often does not have to be paid back at all. We do not have agreements that pledge the assets of our VIEs and their subsidiaries for the benefit of us or our PRC subsidiary, although our VIEs grant our PRC subsidiary options to purchase the assets of our VIEs and their equity interests in its subsidiaries under the exclusive Equity Option Agreements.

 

If any of our VIEs and their subsidiaries become the subject of a bankruptcy or liquidation proceeding, we may lose the ability to use and enjoy their assets, which could reduce the size of our operations and materially and adversely affect our business. 

 

We do not have priority pledges and liens against the assets of our VIEs. As a contractual and property right matter, this lack of priority pledges and liens has remote risks. If Xiaotai Zhejiang and Yingran Hangzhou undergo an involuntary liquidation proceeding, third-party creditors may claim rights to some or all of its assets and we may not have priority against such third-party creditors on the assets of our VIEs. If our VIEs liquidate, we may take part in the liquidation procedures as a general creditor under the PRC Enterprise Bankruptcy Law and recover any outstanding liabilities owed by Xiaotai Zhejiang or by Yingran Hangzhou under the applicable service agreement.

 

If the shareholders of our VIEs were to attempt to voluntarily liquidate our VIEs without obtaining our prior consent, we could effectively prevent such unauthorized voluntary liquidation by exercising our right to request the shareholders of our VIEs to transfer 100% of its equity ownership interests to a PRC entity or individual designated by us in accordance with the Equity Option Agreements with the shareholders of our VIEs. In addition, under the Equity Pledge Agreement signed by Xiaotai Zhejiang and its Participating Shareholders and by Yingran Hangzhou and its Participating Shareholders, and according to the PRC Property Law, the shareholders of Xiaotai Zhejiang and the shareholders of Yingran Hangzhou do not have the right to issue dividends to themselves or otherwise distribute the retained earnings or other assets of Xiaotai Zhejiang or Yingran Hangzhou without our consent. In the event that the shareholders of our VIEs initiate a voluntary liquidation proceeding without our authorization or attempts to distribute the retained earnings or assets of our VIEs without our prior consent, we may need to resort to legal proceedings to enforce the terms of the contractual arrangements. Any such litigation may be costly and may divert our management’s time and attention away from the operation of our business, and the outcome of such litigation will be uncertain.

 

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Our contractual arrangements with our VIEs may result in adverse tax consequences to us.

 

As a result of our corporate structure and the contractual arrangements among our PRC subsidiary, our VIEs, their Participating Shareholders and us, we are effectively subject to the PRC value-added tax at rates from 3% to 6% and related surcharges on revenues generated by our subsidiary from our contractual arrangements with our VIEs. The PRC Enterprise Income Tax Law requires every enterprise in China to submit its annual enterprise income tax return together with a report on transactions with its affiliates or related parties to the relevant tax authorities. These transactions may be subject to audit or challenge by the PRC tax authorities within ten years after the taxable year during which the transactions are conducted. We may be subject to adverse tax consequences if the PRC tax authorities were to determine that the contracts between us and our VIEs were not on an arm’s length basis and therefore constitute a favorable transfer pricing arrangements. If this occurs, the PRC tax authorities could request that our VIEs and any of its subsidiaries adjust their taxable income upward for PRC tax purposes. Such a pricing adjustment could adversely affect us by reducing expense deductions recorded by such VIEs and thereby increasing the VIEs’ tax liabilities, which could subject the VIEs to late payment fees and other penalties for the underpayment of taxes. Our consolidated net income may be materially and adversely affected if our VIEs tax liabilities increase or if either of them becomes subject to late payment fees or other penalties.

 

 Substantial uncertainties exist with respect to the enactment timetable, interpretation and implementation of draft PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance, business operations and financial results. 

 

The Ministry of Commerce, or the MOFCOM, published a discussion draft of the proposed Foreign Investment Law in January 2015 aiming, upon its enactment, to replace the trio of existing laws regulating foreign investment in China, namely, the Sino-Foreign Equity Joint Venture Enterprise Law, the Sino-Foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-invested Enterprise Law, together with their implementation rules and ancillary regulations. The draft Foreign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic investments. While the MOFCOM has submitted the draft to the State Council for approval, substantial uncertainties exist with respect to its enactment timetable, interpretation and implementation. The draft Foreign Investment Law, if enacted as proposed, may materially impact the entire legal framework regulating foreign investments in China and may also impact the viability of our current corporate structure, corporate governance, business operations and financial results to some extent.

 

Among other things, the draft Foreign Investment Law expands the definition of foreign investment and introduces the principle of “actual control” in determining whether a company is considered a foreign-invested enterprise, or an FIE. The draft Foreign Investment Law specifically provides that an entity established in China but “controlled” by foreign investors will be treated as an FIE, whereas an entity set up in a foreign jurisdiction would nonetheless be, upon market entry clearance by the MOFCOM, treated as a PRC domestic investor provided that the entity is “controlled” by PRC entities and/or citizens. In this connection, “control” is broadly defined in the draft law to cover any of the following summarized categories: (i) holding 50% or more of the voting rights or similar equity interest of the subject entity; (ii) holding less than 50% of the voting rights or similar equity interest of the subject entity but having the power to secure at least 50% of the seats on the board or other equivalent decision making bodies, or having the voting power to exert material influence on the board, the shareholders’ meeting or other equivalent decision making bodies; or (iii) having the power to exert decisive influence, via contractual or trust arrangements, over the subject entity’s operations, financial matters or other key aspects of business operations. Once an entity is determined to be an FIE, and if its investment amount exceeds certain thresholds or if its business operation falls within a “negative list” to be separately issued by the State Council in the future, market entry clearance by the MOFCOM or its local counterparts will be required. Otherwise, all foreign investors may make investments on the same terms as Chinese investors without being subject to additional approval from the government authorities as mandated by the existing foreign investment legal regime.

 

The “variable interest entity” structure, or VIE structure, has been adopted by many PRC-based companies, including us, to obtain necessary licenses and permits in the industries that are currently subject to foreign investment restrictions in China. Under the draft Foreign Investment Law, a VIE that is controlled via contractual arrangements will also be deemed as an FIE, if it is ultimately “controlled” by foreign investors. Therefore, for companies with a VIE structure in an industry category that is on the “negative list,” the existing VIE structure may be deemed legitimate only if the ultimate controlling person(s) is/are of PRC nationality (either PRC state owned enterprises or agencies, or PRC citizens). Conversely, if the actual controlling person(s) is/are of foreign nationalities, then the VIE will be treated as an FIE and any operation in the industry category on the “negative list” without market entry clearance may be found illegal.

 

The draft Foreign Investment Law has not taken a position on what will happen to the existing companies with a VIE structure, although a few possible options were proffered at the comment solicitation stage. Under these options, a company with VIE structures and in the business on the “negative list” at the time of enactment of the new Foreign Investment Law has either the option or obligation to disclose its corporate structure to the authorities, while the authorities, after reviewing the ultimate control structure of the company, may either permit the company to continue its business by maintaining the VIE structure (when the company is deemed ultimately controlled by PRC citizens), or require the company to dispose of its businesses and/or VIE structure based on circumstantial considerations. Moreover, it is uncertain whether the market survey services and the sales of private fund that we operate or plan to operate through our consolidated entities, will be subject to the foreign investment restrictions or prohibitions set forth in the “negative list” to be issued. If the enacted version of the Foreign Investment Law and the final “negative list” mandate further actions, such as MOFCOM market entry clearance, to be completed by companies with existing VIE structure like us, we will face uncertainties as to whether such clearance can be timely obtained, if at all. Furthermore, due to lack of guidance under this draft law, we are unable to ascertain the controlling status of our company although no more than 50% of the total share capital of our company is held on record by PRC residents, and we cannot assure you of the controlling status of our company after the completion of our initial public offering. If we are not considered as ultimately controlled by PRC domestic investors, further actions required to be taken by us under the enacted Foreign Investment Law may materially and adversely affect our business and financial condition.

 

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The draft Foreign Investment Law, if enacted as proposed, may also materially impact our corporate governance practice and increase our compliance costs. For instance, the draft Foreign Investment Law imposes stringent ad hoc and periodic information reporting requirements on foreign investors and the applicable FIEs. Aside from investment implementation report and investment amendment report that are required at each investment and alteration of investment specifics, an annual report is mandatory, and large foreign investors meeting certain criteria are required to report on a quarterly basis. Any company found to be non-compliant with these information reporting obligations may potentially be subject to fines and/or administrative or criminal liabilities, and the persons directly responsible may be subject to criminal liabilities.

 

Risks Related to Doing Business in China

 

The laws and regulations governing the online lending intermediary service industry in China are developing and evolving and subject to changes. If we fail to obtain and maintain requisite approvals, licenses or permits applicable to our business, our business, financial condition and results of operations would be materially and adversely affected.

 

Due to the relatively short history of the online lending information intermediary service industry in China, the PRC government has yet to establish a comprehensive regulatory framework governing our industry. Before any industry-specific regulations were introduced in mid-2015, the PRC government simply relied on general and basic laws and regulations in governing the online lending information intermediary service industry, including the PRC Contract Law, the General Principles of the Civil Law of the PRC, and related judicial interpretations promulgated by the Supreme People’s Court.

 

In July 2015, the China Banking Regulatory Commission, or the CBRC, together with nine other PRC regulatory agencies jointly issued a series of policy measures applicable to the online lending information intermediary service industry titled the Guidelines on Promoting the Healthy Development of Online Finance Industry, or the Guidelines. The Guidelines formally introduced for the first time the regulatory framework and basic principles for administering the online lending information intermediary service industry in China. Based on the core principles of the Guidelines, in August 2016, the CBRC together with three other PRC regulatory agencies jointly issued Interim Measures on Administration of Business Activities of Online Lending Information Intermediaries, or the Interim Measures. According to the Interim Measures, the maximum loan balance at any given time for an individual or business enterprise shall be not more than RMB 200,000 and RMB 1,000,000, respectively, borrowed from a single internet lending information intermediary platform and not more than RMB 1 million for an individual or RMB 5 million for business enterprise, respectively, in total from all platform. If we were found to be in violation of the Interim Measures, a penalty of up to RMB30,000 would be imposed for such violation. Furthermore, the Interim Measures require online lending information intermediaries and their branches that propose to carry out the online lending information intermediary services to file a record with the local financial regulatory department at the place where it is registered within ten business days after obtaining the business license. Local financial regulatory departments have the power to assess and classify the online lending information intermediaries which have filed a record, and to publicize the record-filing information and the classification results on their official websites. An online lending information intermediary must apply for appropriate telecommunication business license in accordance with the relevant requirements of telecommunication authorities subsequent to completion of the filing and is required to explicitly identify ourselves as an online lending information intermediary in our business scope.

 

In accordance with the Guidelines and the Interim Measures, the relevant authorities are in the process of making detailed implementation rules regarding, among other things, filing procedures, assessment standards and classification rules for online lending information intermediaries, and specific rules and procedures regarding, among other things, application for appropriate telecommunication business license and change of business scope by existing online lending information intermediaries have yet to be formulated and issued. We are unable to predict with certainty the impact, if any, that future legislation, judicial precedents and interpretations, rules or regulations relating to the online lending information intermediary service industry will have on our business, financial condition and results of operations. According to the Circular of the General Office of the State Council on Issuing the Implementation Plan for Special Rectification on Risks in Internet Financial promulgated in April 2016, competent authorities are in the process of evaluating existing practices of online lending information intermediaries in the market and requesting rectification of those that have been identified during the evaluation as in conflict with the Guidelines and the Interim Measures. Pursuant to the Guideline of CBRC on Risk Prevention and Control in Banking Industry promulgated by CBRC on April 7, 2017, the promotion for the special risk rectification for internet lending platform (or the “P2P”) shall be continued. Internet lending intermediaries shall not market the borrowers who do not have the repayment ability and they are also prohibited to provide Internet loan services to university students who are under the age of 18. Furthermore, a Notification for Further Strengthening on Administration for Campus Loans was issued by CBRC, Ministry of Education of the PRC and Ministry of Human Resources and Social Security of the PRC on May 27, 2017 stipulated that all Campus loans business conducted by internet lending platform shall be suspended. Although as of the date of this proxy, we have not been subject to any material fines or other penalties under the abovesaid laws or regulations, we cannot assure you that our practices will not be required to be rectified or our rectification measures and results will be satisfactory to relevant authorities, and we cannot assure you that we will be able to successfully make filings, obtain and maintain requisite licenses and meet other regulatory requirements set forth in applicable laws, rules and regulations. If we fail to conduct our business in a manner required by the relevant authorities or take rectification measures when required by the relevant authorities, or obtain and maintain any requisite approvals, licenses or permits or meet other requirements applicable to our business, our business, financial condition and results of operations would be materially and adversely affected.

 

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If our business practice is deemed to violate any PRC laws, rules or regulations, our business, financial condition and results of operations would be materially and adversely affected.

 

According to the Guidelines issued in 2015 and the Interim Measures issued in 2016 to specifically regulate the online lending information intermediary service industry in China, intermediaries that provide online lending information intermediary services must not engage in certain activities, including, among other things, (i) fund raising for the intermediary ourselves, (ii) holding investors’ funds or setting up capital pool with investors’ funds directly or indirectly, (iii) providing or providing in a disguised way security or guarantee to lenders as to the principals and returns of their investments directly or indirectly, (iv) promoting or authorizing and entrusting others to promote our fund raising projects on physical premises other than through the permitted electronic channels, such as telephones, mobile phones and internet; (v) issuing loans, except as otherwise provided by laws and regulations; (vi) mismatch between an investor’s expected timing of exit and the maturity date; (vii) issuing or selling any wealth management or other financial products, or acting as an agent in selling such financial products; (viii) carrying out asset-like securitization business or the transfer of creditor’s rights in the form of packaged assets, securitized assets, trust assets, fund shares, etc.; (ix) engaging in any form of mixing, bounding and agency with other institutions conducting investment, sales agency and brokerage except as otherwise provided by laws, regulations and supervision rules as to the internet lending fields; (x) conducting any misbehaviors that could mislead lenders and borrowers; (xi) providing information intermediary services to high risking fund raising products, and (xii) equity crowd-funding. The Interim Measures also require the intermediaries that provide online lending information intermediary services to strength their risk management, enhance collecting and verifying efforts on the information borrowers and investors submit and set up custody accounts with qualified banks to deposit customer funds, among other things. We believe the Guidelines and the Interim Measures represent the beginning of the PRC government’s measures to regulate the online lending information intermediary service industry, which have and will continuously be followed by more implementation rules and regulations. In addition, pursuant to the Guideline of CBRC on Risk Prevention and Control in Banking Industry promulgated by CBRC on April 7, 2017, the promotion for the special risk rectification for internet lending platform (P2P) shall be continued. We is in the process of rectification by informing in advance the borrowers intent of renew and specially setting up module for free credit transference. We, however, cannot assure you that our rectification will be successful or timely.

 

To comply with existing laws, rules and regulations relating to the online lending information intermediary service industry, we have implemented various policies and procedures and has achieved considerable results. However, the laws, rules and regulations are expected to continue to evolve in this emerging industry. The PRC government is expected to provide detailed implementation rules on certain key requirements of the Interim Measures, and the interpretation of the Interim Measures by the local authorities may be different from our understanding. We cannot be certain that our existing or previous practices would not be deemed to violate any existing or future laws, rules and regulations. Moreover, the Interim Measures require that the balance of money borrowed by the same individual must not exceed RMB200,000 (US$29,254) on an online lending information intermediary platform and not exceed RMB1 million (US$146,271) on all online lending information intermediary platform in the PRC. Due to lack of industry-wide information sharing arrangement, we cannot assure you that the aggregate amount of loans taken out by a borrower on our platform and other online lending information intermediary platform at a point in time does not exceed the limit set in the Interim Measures.

 

As of this date, we have not been subject to any material fines or penalties under any PRC laws, rules or regulations including those governing the online lending information intermediary service industry in China. However, if our practice is deemed to violate any laws, rules or regulations, we may face, among others, regulatory warning, correction order, condemnation, fines and criminal liability. We cannot assure you that our business practices will not be required to be rectified or our rectification measures and results will be satisfactory to the relevant authorities. If such situations occur, our business, financial condition and prospects would be materially and adversely affected.

 

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As the regulatory framework for the online finance industry evolves, domestic and foreign governments may draft and propose new laws, regulations, notices or interpretive releases to regulate marketplace lending, including our online and mobile-based channels, which may negatively affect our business operations and financial conditions.

 

The peer-to-peer lending industry in China has historically been largely unregulated. In July 2015, ten PRC central government ministries and regulators, including the PBOC, the CBRC, the Ministry of Finance, the Ministry of Public Security and the Cyberspace Administration of China, together released the Guidelines, which provide regulatory principles for Internet financing businesses, including those in the online marketplace lending industry. In August 2016, the CBRC and other regulators collectively announced the Interim Measures, which proposed the implementation of new requirements including, among others, filing, reporting, fund depository, risk and information disclosure, loan management and the permitted business scope for participants in the online marketplace lending industry. In November 2016, the CBRC, the MIIT and the Industry and Commerce Administration Department, jointly issued the Guidance to the Administration of Filling and Registration of Online Lending Information Intermediaries, or the Guidance of Administration, which provides general filing rules for online lending intermediaries, and authorizes local financial regulators to make detailed implementation rules regarding filing procedures according to their local practices. Since 2017, local financial regulators have been conducting thorough investigations and inspections of online lending intermediaries and require a rectification if any illegality is discovered. After local financing regulators have completed their investigation and examination, we may be permitted to submit a filing application. In February 2017, the CBRC released the Guidance to regulate funds depositories for online lending intermediaries, or the Guidance, which defines several obligations and responsibilities of online lending intermediaries and commercial banks involved in the online funds depository business. Nevertheless, it is uncertain as to how the Interim Measures will be further interpreted and implemented. The relevant local authorities are also in the process of making detailed implementation rules regarding filing procedures. On August 13, 2018, the National P2P Online Lending Risk Special Remediation Work Leading Group Office, or the P2P Remediation Office, released Notice on Conducting Compliance Inspections for P2P Online Lending Agencies, or the Compliance Inspection Notice, to our direct agencies nationwide. The Compliance Inspections emphasizes ten core guidelines that is similarly prescribed in the Interim Measures while requiring online lending intermediaries to conduct ratifications in accordance with the attached Online Lending Information Intermediary Compliance Check List, or the Checklist, which lists 108 detailed rules, based upon the principals prescribed by the Guidelines and the Interim Measures and other regulations and laws, for self-check and report of online lending intermediaries and complete such ratification before December, 2018. However, the final official content and timing of the final implementation rules and other related new rules are uncertain. Due to the fact that we have not fully comply with the Interim Measures in the grace period of twelve months and is not sure it shall comply with any new regulations or laws and if any new regulations differ from our expectations, we may be materially and adversely affected. We are unable to predict with certainty the impact, if any, that future legislation, judicial precedents, or regulations relating to the marketplace lending industry will have on our business, financial condition and results of operations. Furthermore, the increasing growth in popularity of marketplace lending and borrowing increases the likelihood that the PRC government will seek to further regulate the marketplace lending industry.

 

In addition, the regulatory framework for Internet commerce, including online marketplaces such as ours, with respect to our online and mobile-based channels, is evolving, and it is possible that new laws and regulations will be adopted domestically and internationally, or existing laws and regulations may be interpreted in new ways, which, along with possible changes needed to fully comply with any newly released regulations, could affect the operation of our marketplace and the way in which we interact with borrowers and investors. The cost to comply with such laws or regulations would increase our operating expenses, and we may be unable to pass those costs on to borrowers and investors in the form of increased fees. In addition, governmental or regulatory agencies may decide to impose taxes on services provided over the Internet or by online marketplaces. These taxes could discourage the use of our marketplace, which would adversely affect the viability of our business.

 

Changes in PRC regulations relating to interest rates for P2P lending could have a material adverse effect on our business.

 

The interest rate permitted to be charged on loans facilitated by our platform is subject to limitations set forth in the Provisions of the Supreme People’s Court on Application of Laws to the Hearing of Private Lending Cases, or the Provisions on Private Lending Cases, which provides that (i) when the interest rate agreed between the borrower and investor does not exceed an annual interest rate of 24%, the People’s Court will uphold the interest rate charged by the investor, and (ii) when the interest rate agreed between the borrower and investor exceeds an annual interest rate of 36%, the portion in excess of 36% is void and the People’s Court will uphold the borrower’s claim for return of the excess portion to the borrower. For loans with interest rates per annum between 24% and 36%, if the interest on the loans has already been paid to the investor, and so long as such payment has not damaged the interest of the state, the community or any third parties, the courts will likely not enforce the borrower’s demand for the return of such interest payment. If an interest rate for overdue payments is not agreed to before lending, the interest rate on overdue payments is permitted up to the interest rate for the loan. If neither the interest rate for the loan nor the interest rate for overdue payments have been agreed to, overdue payments are permitted to have an interest rate of 6%. Although our platform primary source of income relies on the service fee that borrower and investor pay, and such income should cover all business expenses as employee salary, rental costs, advertisements and so on, but the reduced interest rates may affect our to improve our capability and efficiency to procure business and our business would be adversely affected.

 

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Our operations may need to be modified to comply with existing and future requirements set forth by the CBRC or laws or regulations promulgated by other PRC authorities regulating the marketplace lending industry in China.

 

In April 2014, the CBRC announced four principles regarding the marketplace lending industry in China: (i) marketplace lending platform shall be treated as agencies, (ii) marketplace lending platform shall not provide guarantee services, (iii) marketplace lending platform shall not maintain a fund pool, and (iv) marketplace lending platform shall not illegally conduct fundraising.

 

In July 2015, ten PRC central government ministries and regulators, including the PBOC, the CBRC, the Ministry of Finance, the Ministry of Public Security and the Cyberspace Administration of China, together released the Guidelines, which identified the CBRC as the supervisory regulator for the online lending industry. According to the Guidelines, online marketplace lending platform may only serve as intermediaries to provide information services to borrowers and investors and may not provide credit enhancement services or illegally conduct fundraising. The Guidelines also outlined certain regulatory propositions, which would require Internet finance companies, including online marketplace lending platform, to (i) complete website filing procedures with the administrative departments overseeing telecommunications; (ii) use banking financial institutions’ depository accounts to hold lending capital, and engage an independent auditor to audit such accounts and publish audit results to customers; (iii) improve the disclosure of operational and financial information, provide sufficient risk disclosure, and set up thresholds for qualified investors to provide better protections to investors; (iv) enhance online security management to protect customers’ personal and transactional information; and (v) take measures against anti-money laundering and other financial crimes.

 

In August 2016, the CBRC and other regulators collectively announced the publication of the Interim Measures. The Interim Measures also stipulated a twelve-month transition period from the time of their effectiveness for online lending intermediaries to make necessary adjustments. Apart from what had already been emphasized in the Guidelines and other previously released principles, the Interim Measures also include: (i) general principles; (ii) filing administration; (iii) business rules and risk management guidelines; (iv) protection measures for investors and borrowers; (v) rules on information disclosure; (vi) supervision and administrative mechanisms; and (vii) legal liabilities.

 

In November 2016, the CBRC, the MIIT and the Industry and Commerce Administration Department, jointly issued the Guidance of Administration, which provides the general filing rules for online lending intermediaries and delegates the filing authority to the local financial authorities. Since 2017, local financial regulators have been conducting investigations on the online lending intermediaries, and if we failed to be in full compliance with any regulations, we may be required to rectify mistakes within a certain period as stipulated in the rectification order of local financial regulators. After local financing regulators have completed their investigation and examination, we may be permitted to submit a filing application.

 

In February 2017, the CBRC released the Guidance to regulate funds depositories for online lending intermediaries, which defines several obligations and responsibilities of online lending intermediaries and commercial banks involved in the online funds depository business. Although our current arrangements with commercial banks is temporarily compliant with the requirements of the Guidance as to the fund depositary, we are not able to predict with certainty whether it can constantly adjust our operations to fully comply with the evolving laws and regulations.

 

In August 23, 2017, CBRC released Guidelines for information disclosure of business activities of online lending information intermediaries, or the Information Disclosure Guidelines, or the Information Disclosure Guidelines, which provides that online lending information intermediaries should disclose the following information to the public: (i) the financial audit report of the previous year; (ii) audit results of key points of business compliance; (iii) compliance review report of the previous year. Every year before 10th January, the online lending information intermediary should disclose the information of point (i) and (ii) and disclose the information of point (iii) before 30th April. we have been well operated in material information disclosure, but it still have some aspects to be improved, such as it did not disclose the compliance review report of the year 2017 within required time limit due to certain reasons.

 

As is described above, some aspects of our platform operations have not and also may not currently be operating in full compliance with the Guidelines, the Interim Measures, the Guidance, the Information Disclosure Guidelines, the Compliance Inspection Notice and the other regulations and principles that have been announced in recent years. For example, the Guidelines, the Interim Measures, the Guidance, the Compliance Inspection Notice and other regulations are not clear about the definition of “credit enhancement service”, nor do they address whether a marketplace lending platform’s affiliated enterprise could provide a “credit enhancement service”. If the early repayment of our property sides is classified as a “credit enhancement service” as such definition is clarified, we may be required to make changes within the specified period before December, 2018 to the way in which we conducts our business. In this case, loans facilitated on our platform may face more difficult repayment risks and reduce investors’ activeness to invest in some ways. Additionally, the Interim Measures provide upper limits on the loan balance of a single borrower. We may need to rely on the information provided by borrowers to determine whether their lending amounts from all intermediaries have reached the upper limits, and the information they provide may contain misrepresentation or omission or otherwise be unreliable. Moreover, the Interim Measures require online lending intermediaries to file with the local financial regulators and to include serving as an Internet lending information intermediary in their business scope. We plan to make all requisite filings and changes to our business scope to the extent necessary when such filing procedures are clarified by the relevant authorities. Although we do not anticipate any material difficulties in making the requisite filings or changing our business scope, any failure to do so within the specified period may delay the process of filing. In addition, the Interim Measures stipulate that online lending intermediaries shall not operate businesses other than risk management and necessary business processes such as information collection and confirmation, post-loan tracking and pledge management in accordance with online-lending regulations, via offline physical locations. However, the Interim Measures do not clearly set forth the types of business process that are not permitted to operate through offline physical locations.

 

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Furthermore, the Interim Measures proposed requirements including with respect to certain prohibited activities, risk disclosure, borrower information disclosure and online dispute resolution, examination and verification functions, anti-fraud measures, risk education and training, information reporting, anti-money laundering, anti-terrorist financing, systems, facilities and technologies, service fees, electronic signatures, loan management, risk assessment, auditing and authentication, reporting obligations and information security. To the extent that our business is deemed to be non-compliant with any of these requirements of the Interim Measures, we may need to make necessary adjustments to comply it so as to complete filing in a timely manner or, as a result, our business may be materially and adversely affected.

 

The facilitation of loans through our online platform could give rise to liabilities under PRC laws and regulations that prohibit illegal fundraising.

 

PRC laws and regulations prohibit persons and companies from raising funds through advertising to the public a promise to repay premium or interest payments over time through payments in cash or in kind except with the prior approval of the applicable government authorities. Failure to comply with these laws and regulations may result in penalties imposed by the PBOC, the Administration for Industry and Commerce, or AIC, and other governmental authorities, and can lead to civil or criminal lawsuits.

 

To date, we have not been subject to any material fines or other penalties under any PRC laws and regulations that prohibit illegal fundraising. In this capacity, we do not raise funds or promise repayment of premium or interest obligations. Nevertheless, considerable uncertainties exist with respect to the PBOC, AIC and other governmental authorities’ interpretations of the fundraising-related laws and regulations. While our agreements with investors require investors to guarantee the legality of all funds investors put on our platform, we are unable to fully verify the source of investors’ funds individually, and therefore, to the extent that investors’ funds are obtained through illegal fundraising, we may be negligently liable as a facilitator of illegal fundraising. In addition, while our loan agreements contain provisions that require borrowers to use the proceeds for purposes listed in their loan applications, we are unable to monitor the borrowers’ use of funds on an on-going basis, and therefore, to the extent that borrowers use proceeds from the loans for illegal activities, we may be negligently liable as a facilitator of an illegal use. Although we have designed and implemented procedures to identify and eliminate instances of fraudulent activities on our platform, as the number of borrowers and investors on our platform increase, we may not be able to identify all fraudulent conduct that may violate illegal fundraising laws and regulations.

 

The facilitation of loans through our platform could give rise to liabilities under PRC laws and regulations that prohibit unauthorized public offerings.

 

The PRC Securities Law stipulates that no organization or individual is permitted to issue securities for public offering without obtaining prior approval in accordance with the provisions of the law. The following offerings are deemed the be public offerings under the PRC Securities Law: (i) offering of securities to non-specific targets; (ii) offering of securities to more than 200 specific targets; and (iii) other offerings provided by the laws and administrative regulations. Additionally, private offerings of securities shall not be carried out through advertising, open solicitation and disguised publicity campaigns. If any transaction between one borrower and multiple investors on our platform is identified as a public offering by PRC government authorities, we may be subject to sanctions as a facilitator under PRC laws and our business may be adversely affected.

 

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We may be subject to risks if we have to restructure our relationship with a controlled variable interest entity and obtain a telecommunication business license.

 

We have Contractual Arrangements with consolidated VIEs through which it operates our online lending facilitation platform. There are uncertainties regarding the interpretation and application of PRC laws, rules and regulations, including but not limited to the laws, rules and regulations governing the validity and enforcement of the Contractual Arrangements between WOFE and Xiaotai Zhejiang or Yingran Hangzhou. The PRC government including local financial regulators may determine that the Contractual Arrangements necessary to form and control the VIEs, or the Contractual Arrangements, do not comply with PRC licensing, registration, policies, legal or regulatory requirements, or with requirements or policies that may be adopted in the future and we could be subject to severe penalties, material difficulties in making the requisite filings or registrations, or be forced to relinquish Xiaotai Zhejiang or Yingran Hangzhou interests in certain operations. Although we believe the Contractual Arrangements comply with all applicable PRC laws, rules and regulations, and do not violate, breach, contravene or otherwise conflict with any applicable PRC laws, rules or regulations, the PRC courts or regulatory authorities may determine that our corporate structure and Contractual Arrangements violate PRC laws, rules or regulations. If the PRC courts or regulatory authorities determine that our Contractual Arrangements are in violation of applicable PRC laws, rules or regulations, our Contractual Arrangements will become invalid or unenforceable.

 

If Xiaotai Zhejiang, Yingran Hangzhou or their ownership structure or the Contractual Arrangements are determined to be in violation of any existing or future PRC laws, rules or regulations, or Xiaotai Zhejiang or Yingran Hangzhou fails to obtain or maintain any of the required governmental permits or approvals, the relevant PRC regulatory authorities would have broad discretion in dealing with such violations, including:

 

  revoking the business and operating licenses
     
  discontinuing or restricting the operations;
     
  imposing conditions or requirements with which we may not be able to comply;
     
  requiring us, to restructure the relevant ownership structure or operations; or
     
  imposing fines.

 

The imposition of any of these penalties would severely disrupt our ability to conduct business and have a material adverse effect on our financial condition, results of operations and prospects.

 

We have relied and expects to continue to rely on Contractual Arrangements with consolidated VIEs and our shareholders to operate our business. These Contractual Arrangements may not be as effective as direct ownership in providing us with control over our consolidated variable interest entities. For example, consolidated VIEs and our shareholders could breach their Contractual Arrangements by, among other things, failing to conduct their operations, including maintaining our website and using the domain names and trademarks, in an acceptable manner or taking other actions that are detrimental to our interests. If We had direct ownership of consolidated VIEs, We would be able to exercise our rights as a shareholder to effect changes in the board of directors of consolidated VIEs, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level. However, under the current Contractual Arrangements, we rely on the performance of the Contractual Arrangements in place with a VIE which operates our online platform, which may not be as effective in providing it with control over such operations as we would have with direct ownership of such VIE. The shareholders of consolidated VIEs may not act in the best interests of us or may not perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate our business through the Contractual Arrangements with consolidated VIEs. Although we have the right to replace any shareholder of Zhejiang We under their respective Contractual Arrangements, if any shareholder of consolidated VIEs is uncooperative or any dispute relating to these contracts remains unresolved, we will have to enforce our rights under these contracts through the operations of PRC laws and arbitration, litigation and other legal proceedings and therefore will be subject to uncertainties in the PRC legal system. Therefore, our Contractual Arrangements with consolidated VIEs, our consolidated variable interest entity, may not be as effective in ensuring our control over the relevant portion of our business operations as direct ownership would be.

 

If our consolidated variable interest entity or our shareholders fail to perform their respective obligations under the Contractual Arrangements, we may have to incur substantial costs and expend additional resources to enforce such arrangements. We may also have to rely on legal remedies under PRC laws, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure you will be effective under PRC laws. For example, if the shareholders of Xiaotai Zhejiang were to refuse to transfer their equity interest in Xiaotai Zhejiang, as the case may be, to us or our designee if we exercise the purchase option pursuant to these Contractual Arrangements, or if they were otherwise to act in bad faith, then we may have to take legal actions to compel them to perform their contractual obligations.

 

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All the agreements under our Contractual Arrangements are governed by PRC laws and provide for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes would be resolved in accordance with PRC legal procedures. The legal system in the PRC is not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these Contractual Arrangements. Meanwhile, there are very few precedents and little formal guidance as to how Contractual Arrangements in the context of a consolidated variable interest entity should be interpreted or enforced under PRC laws. There remain significant uncertainties regarding the ultimate outcome of such arbitration should legal action become necessary. In addition, under PRC laws, rulings by arbitrators are final and parties cannot appeal arbitration results in court unless such rulings are revoked or determined unenforceable by a competent court. If the losing parties fail to carry out the arbitration awards within a prescribed time limit, the prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would require additional expenses and delay. In the event that we are unable to enforce these Contractual Arrangements, or if we suffer significant delay or other obstacles in the process of enforcing these Contractual Arrangements, we may not be able to exert effective control over our consolidated variable interest entities, and our ability to conduct our business may be negatively affected.

 

In January 2015, MOFCOM published a consultation draft of the Foreign Investment Law soliciting the public’s comments, or the Foreign Investment Law Draft, which expands the definition of foreign investment and introduces the principle of “actual control” in determining whether a company is considered a foreign-invested enterprise. Under the Foreign Investment Law Draft, a VIE would be deemed to be a foreign-invested enterprise if it is ultimately “controlled” by foreign investors, and accordingly it would be subject to restrictions on foreign investments. However, the Foreign Investment Law Draft does not address what actions will be taken with respect to the existing companies with structures similar to VIEs, whether or not these companies are controlled by Chinese parties. It is uncertain when the draft will become law and whether the final version will differ from the draft. If any Contractual Arrangements we may implement are found to be in violation of any existing or future PRC laws or regulations, or if we fail to obtain or maintain any of the required permits or approvals, the relevant governmental authorities would have broad discretion in dealing with such violation, including levying fines, confiscating the income of our PRC subsidiary or consolidated VIE, revoking the business licenses or operating licenses of our PRC subsidiaries or consolidated VIE, prohibiting our use of proceeds from future public investors’ investments to finance our business and operations in the PRC, and taking any other regulatory or enforcement actions that could be harmful to our business. Any of these actions could cause significant disruption to our operations and adversely affect our business. If any of these occurrences results in our inability to direct the activities of the consolidated VIE and/or our failure to receive economic benefits from a consolidated VIE, we may not be able to consolidate our results into our consolidated financial statements in accordance with U.S. GAAP.

 

We may lose the ability to use and enjoy assets held by our consolidated VIEs that are material to the operation of our business if the entities go bankrupt or become subject to a dissolution or liquidation proceeding.

 

Our consolidated VIEs holds certain assets that are material to the operation of our business, including domain names, equipment and technologies for online lending marketplace and lending matching offline. Under the Contractual Arrangements, our consolidated VIEs may not and their shareholders may not cause it to, in any manner, sell, transfer, mortgage or dispose of their assets or their legal or beneficial interests in the business without our prior consent. However, in the event our consolidated VIEs’ shareholders breach the these Contractual Arrangements and voluntarily liquidate our consolidated VIEs or our consolidated VIEs declare bankruptcy and all or part of their assets become subject to liens or rights of third-party creditors, or are otherwise disposed of without our consent, it may be unable to continue some or all of our business activities, which could materially and adversely affect our business, financial condition and results of operations. If our consolidated VIEs undergo a voluntary or involuntary liquidation proceeding, independent third-party creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our business, which could materially and adversely affect our business, financial condition and results of operations.

 

Our payment management services may need to be modified to comply with future PRC laws and regulations regarding the debt collection industry in China.

 

In 2000, the State Economic and Trade Commission, the Ministry of Public Security and the State Administration for Industry and Commerce issued the Notice on Prohibition of All Types of Debt Collection Companies and Raids on Illegal Debt Collection Activities (Guo Jing Mao Zong He (2000) 568), or the Notice on Prohibition, which regulates the activities on debt collection companies, including the prohibition on the use of threats, intimidation, harassment or disclosure of private information in collection efforts. While we believe that our payment management services team, which engages in collection efforts primarily by means of phone calls and text message, is in compliance with the Notice on Prohibition, we may need to modify our payment management services in the future to comply with changes to debt collection regulations.

 

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China’s M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

 

The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investor, or the M&A Rules, and other regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time consuming and complex. For example, the M&A Rules require that MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise, if (i) any important industry is concerned, (ii) such transaction involves factors that impact or may impact national economic security, or (iii) such transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand. Moreover, the Anti-Monopoly Law promulgated by the Standing Committee of the National People’s Congress on August 30, 2007 and effective as of August 1, 2008 requires that transactions which are deemed concentrations and involve parties with specified turnover thresholds must be cleared by MOFCOM before they can be completed. In addition, on February 3, 2011, the General Office of the State Council promulgated a Notice on Establishing the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or Circular 6, which officially established a security review system for mergers and acquisitions of domestic enterprises by foreign investors. Further, on August 25, 2011, MOFCOM promulgated the Regulations on Implementation of Security Review System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors, or the MOFCOM Security Review Regulations, which became effective on September 1, 2011, to implement Circular 6. Under Circular 6, a security review is required for mergers and acquisitions by foreign investors having “national defense and security” concerns and mergers and acquisitions by which foreign investors may acquire the “de facto control” of domestic enterprises with “national security” concerns. Under the MOFCOM Security Review Regulations, MOFCOM will focus on the substance and actual impact of the transaction when deciding whether a specific merger or acquisition is subject to security review. If MOFCOM decides that a specific merger or acquisition is subject to security review, it will submit it to the Inter-Ministerial Panel, an authority established under the Circular 6 led by the National Development and Reform Commission, or NDRC, and MOFCOM under the leadership of the State Council, to carry out the security review. The regulations prohibit foreign investors from bypassing the security review by structuring transactions through trusts, indirect investments, leases, loans, control through Contractual Arrangements or offshore transactions. There is no explicit provision or official interpretation stating that the merger or acquisition of a company engaged in the peer-to-peer lending intermediary facilitation business requires security review.

 

In the future, we may grow our business by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from MOFCOM or our local counterparts may delay or inhibit our ability to complete such transactions. It is unclear whether our business would be deemed to be in an industry that raises “national defense and security” or “national security” concerns. However, MOFCOM or other government agencies may publish explanations in the future determining that our business is in an industry subject to the security review, in which case our future acquisitions in the PRC, including those by way of entering into contractual control arrangements with target entities, may be closely scrutinized or prohibited.

 

PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using the proceeds of this Offering to make loans or additional capital contributions to our PRC subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

 

In utilizing the proceeds from this public offering or any future offerings, as an offshore holding company of our PRC subsidiary, we may make loans to our PRC subsidiary and controlled PRC affiliate, or we may make additional capital contributions to our PRC subsidiary. Any loans to our PRC subsidiary or controlled PRC affiliate are subject to PRC regulations and approvals. For example, loans by us to our PRC subsidiary in China, each of which is a foreign-invested enterprise, to finance their activities cannot exceed statutory limits and must be registered with SAFE or its local counterpart.

 

We may also decide to finance our PRC subsidiary through capital contributions. These capital contributions must be approved by the Ministry of Commerce in China or its local counterpart. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all, with respect to future loans by us to our PRC subsidiary or controlled PRC affiliate or capital contributions by us to our subsidiaries or any of their respective subsidiaries. If we fail to receive such registrations or approvals, our ability to use the proceeds of this Offering and to capitalize our PRC operations may be negatively affected, which could adversely and materially affect our liquidity and our ability to fund and expand our business.

 

In 2015, SAFE promulgated Circular 19, a notice regulating the conversion by a foreign-invested enterprise of foreign currency into Renminbi by restricting how the converted Renminbi may be used. Circular 19 requires that Renminbi converted from the foreign currency-denominated capital of a foreign-invested enterprise may only be used for purposes within the business scope approved by the applicable governmental authority and may not be used for equity investments within the PRC unless specifically provided for otherwise in its business scope. In addition, SAFE strengthened its oversight of the flow and use of Renminbi funds converted from the foreign currency-denominated capital of a foreign-invested enterprise. The use of such Renminbi may not be changed without approval from SAFE and may not be used to repay Renminbi loans if the proceeds of such loans have not yet been used for purposes within the foreign-invested enterprise’s approved business scope.

 

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We cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans by us to our PRC subsidiary or controlled PRC affiliate or with respect to future capital contributions by us to our PRC subsidiary. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds we receive from this Offering and to capitalize or otherwise fund our PRC operations may be negatively affected, which could adversely and materially affect our liquidity and our ability to fund and expand our business.

 

We rely on dividends and other distributions on equity paid by our PRC subsidiary to fund any cash and financing requirements it may have, and any limitation on the ability of our PRC subsidiary and other consolidated entities to pay dividends, other distributions, repay debts or make inter-entity payments could affect our ability to distribute profits to our shareholders, including U.S. investors following the proposed Acquisition.

 

We are a holding company and relies on dividends or other distributions paid by our PRC subsidiary for our cash requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, to service any debts it may incur, and to pay our operating expenses. PRC regulations currently permit payments of dividends only out of accumulated profits, as determined in accordance with the accounting standards and regulations in China, which differ in many aspects from generally accepted accounting principles in other jurisdictions. Our PRC subsidiaries are required to allocate certain percentages of any accumulated profits after tax each year to their statutory common reserve fund as required under the PRC Company Law until the aggregate accumulated statutory common reserve funds exceed fifty percent of our registered capital. Such reserve funds cannot be distributed as cash dividends. In addition, if our PRC subsidiaries incur debts on their own or enter into certain agreements in the future, the instruments governing the debt or such other agreements may restrict their ability to pay dividends or make other distributions to their shareholders. Therefore, these restrictions on the availability and usage of our major source of funding may materially and adversely affect our ability to pay dividends to our shareholders and to service our debts. In addition, the PRC tax authorities may require our PRC subsidiary to adjust our taxable income under the Contractual Arrangements it currently has in place with our consolidated variable interest entity in a manner that would materially and adversely affect our ability to pay dividends and other distributions to us and our shareholders.

 

Moreover, the ability of our PRC subsidiary to pay dividends and other distributions may be restricted due to foreign exchange control policies and the availability of our cash balance. Substantially all of our operations are conducted in China and our PRC consolidated subsidiaries receive substantially all of their revenue in Renminbi, which is not freely convertible into other currencies. As a result, any restriction on currency exchange may limit the ability of our PRC subsidiary to use our Renminbi revenues to pay dividends to us and our shareholders, including U.S. investors following the proposed acquisition. Additionally, our funds may not be readily available to satisfy obligations which may incur outside the PRC, which could adversely affect our business and prospects or the ability to meet our cash obligations. If we do not receive dividends from our PRC subsidiary, our liquidity and financial condition will be materially and adversely affected.

 

In response to the persistent capital outflow in China and RMB’s depreciation against U.S. dollar in the fourth quarter of 2016, the PBOC and the State Administration of Foreign Exchange, or SAFE, have implemented a series of capital control measures over the last years, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments and shareholder loan repayments. For instance, on January 26, 2017, SAFE issued the Notice of State Administration of Foreign Exchange on Improving the Check of Authenticity and Compliance to further Promote Foreign Exchange Control, or the SAFE Circular 3, which stipulates several capital control measures with respect to the outbound remittance of profit from domestic entities to offshore entities, including (i) under the principle of genuine transaction, banks shall check board resolutions regarding profit distribution, the original version of tax filing records and audited financial statements; and (ii) domestic entities shall hold income to account for previous years’ losses before remitting the profits. The PRC government may continue to strengthen our capital controls, and more restrictions and substantial vetting process may be put in place by SAFE for cross-border transactions falling under both the current account and the capital account. Any limitation on the ability of our PRC subsidiary to pay dividends or make other kinds of payments to our shareholders, including U.S. investors following the proposed acquisition, could substantially affect the Company shareholders’ confidence and materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

 

PRC regulations relating to offshore investment activities by PRC residents and PRC entities may limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits or otherwise expose us to liability and penalties under PRC law.

 

SAFE promulgated the Circular on Relevant Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, in July 2014 that requires PRC residents or entities to register with SAFE or our local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing. In addition, such PRC residents or entities must update their SAFE registrations when the offshore special purpose vehicle undergoes material events relating to any change of basic information (including change of such PRC citizens or residents, name and operating term), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions.

 

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SAFE Circular 37 was issued to replace the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments via Overseas Special Purpose Vehicles, or SAFE Circular 75. SAFE further enacted the Notice on Further Simplifying and Improving the Foreign Exchange Management Policies for Direct Investment effective from June 1, 2015, or SAFE Circular 13, which allows PRC residents or entities to register with qualified banks in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing.

 

If our shareholders who are PRC residents or entities do not complete their registration with the local SAFE branches or qualified banks as required by SAFE Circular 37 and other related rules, our PRC subsidiaries may be prohibited from distributing their profits and proceeds from any reduction in capital, share transfer or liquidation, and We may be restricted in our ability to contribute additional capital to our PRC subsidiaries. Moreover, failure to comply with the SAFE registration described above could result in liability under PRC laws for evasion of applicable foreign exchange restrictions.

 

We have requested PRC residents whom we know hold direct or indirect interests in us to make the necessary applications, filings and amendments as required under SAFE Circular 37 and other related rules. The shareholders who are PRC resident have completed the registration with the local SAFE branch or qualified banks. However, we cannot assure you that all of our shareholders or beneficial owners who are PRC residents or entities will in the future make or obtain any applicable registrations or approvals required by, SAFE regulations if the registration information changes. Failure by such shareholders or beneficial owners to comply with SAFE regulations, or failure by us to amend the foreign exchange registrations of our PRC subsidiary, could subject it to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiaries’ ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects.

 

Our leased property interests may be defective and our right to the leased properties affected by such defects may be challenged, which could cause significant disruption to our business.

 

Under PRC laws, all lease agreements are required to be registered with the local housing authorities. Xiaotai Zhejiang presently leases certain premises in China, and certain landlords of these premises have not completed the registration of their ownership rights or the registration of Xiaotai Zhejiang’s leases with the relevant authorities. Failure to complete these required registrations may expose Xiaotai Zhejiang’s landlords, lessors and Xiaotai Zhejiang to potential monetary fines or may require Xiaotai Zhejiang to relocate our offices and incur the associated losses. If there is a third-party claim with respect to ownership of the premises, our business may be affected.

 

The approval of the CSRC may be required in connection with the proposed acquisition under PRC law.

 

The M&A Rules, which were adopted in 2006 by six PRC regulatory agencies, including the CSRC, purport to require offshore special purpose vehicles that are controlled by PRC domestic companies or individuals and that have been formed for the purpose of seeking a public listing on an overseas stock exchange through acquisitions of PRC domestic companies or assets to obtain CSRC approval prior to publicly listing their securities on an overseas stock exchange. The interpretation and application of the regulations remain unclear, and the CSRC has not issued any definitive rule of interpretation concerning whether transactions like the proposed acquisition are subject to CSRC approval procedures under the M&A Rules. This transaction may ultimately require approval from the CSRC. If CSRC approval is required, it is uncertain how long it will take us to obtain the approval and any failure to obtain or delay in obtaining CSRC approval for this transaction would subject us to sanctions imposed by the CSRC and other PRC regulatory agencies, which could include fines and penalties on our operations in China, restrictions or limitations on our ability to pay dividends outside of China, and other forms of sanctions that may materially and adversely affect our business, results of operations and financial condition.

 

We cannot assure you that relevant PRC government agencies, including the CSRC, would reach the same conclusion as our PRC counsel, and hence we may face regulatory actions or other sanctions from the CSRC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations in China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from investments by future public investors into China or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects. In addition, if the CSRC or other regulatory agencies later promulgate new rules or explanations requiring that we obtain their approvals for this transaction, we may be unable to obtain a waiver of such approval requirements. Any uncertainties and/or negative publicity regarding such approval requirement could have a material adverse effect on our results of operations.

 

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The future development of money laundering and anti-terrorism regulations in the PRC may increase our obligations to supervise and report transactions between borrowers and investors on our platform, thereby increasing our costs and exposure to the risk of criminal or administrative sanctions.

 

PRC laws and regulations relating to money laundering and anti-terrorism have undergone considerable development over recent years. The Guidelines and the Interim Measures require it to take effective measures to verify customer identities, monitor and report suspicious transactions and keep client information and transaction records safe. We are also required to assist in investigations by judicial authorities and the public security bureau. We currently rely primarily on the depository bank to carry out anti-money laundering due diligence of our customers. Current PRC laws stipulate specific obligations and steps that the banks and third-party payment companies should follow for anti-money laundering due diligence. While the Guidelines and the Interim Measures do not stipulate explicit standards for our anti-money laundering obligations, any new requirement under money laundering laws to supervise and report transactions with our customers could have the effect of increasing our costs and may expose it to potential criminal or administrative sanctions if we fail to comply.

 

In January 2016, the Standing Committee of the National People’s Congress announced the Anti-Terrorism Law of the People’s Republic of China, or the Anti-Terrorism Law. According to this law, telecommunications operators and Internet service providers shall implement supervision systems for network security and information content as well as technical safety precautions in accordance with the relevant laws and administrative regulations to prevent the dissemination of information involving terrorism and extremism. If such information is found, the corresponding data transmission will be immediately stopped, relevant records will be saved, relevant information will be deleted and a report shall be made to the public security organizations or related departments. Furthermore, telecommunications, Internet, finance, accommodations, long-distance passenger transportation and motor vehicle leasing business operators and service providers shall check the identities of their customers. No services are permitted to be provided to unidentified customers or those who refuse to comply with identification checks. While we believe that we are in compliance with the Anti-Terrorism Law, to the extent that our operations are not in compliance, we may be exposed to potential criminal or administrative sanctions.

 

If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to it and our non-PRC shareholders.

 

Under the PRC Enterprise Income Tax Law and our implementation rules, an enterprise established outside of the PRC with a “de facto management body” within the PRC is considered a resident enterprise and will be subject to the enterprise income tax on our global income at the rate of 25%. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control over and overall management of the business, productions, personnel, accounts and properties of an enterprise. In April 2009, the State Administration of Taxation issued a circular, known as Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreign enterprises like us, the criteria set forth in the circular may reflect the State Administration of Taxation’s general position on how the “de facto management body” test should be applied in determining the tax resident status of all offshore enterprises. According to Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having our “de facto management body” in China and will be subject to PRC enterprise income tax on our global income only if all of the following conditions are met: (i) the primary location of the operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.

 

We believe none of our entities outside of China is a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” As all of our management members are based in China, it remains unclear how the tax residency rule will apply to our case. If the PRC tax authorities determine that we or any of our subsidiaries outside of China (if any) is a PRC resident enterprise for PRC enterprise income tax purposes, then we or such subsidiary could be subject to PRC tax at a rate of 25% on our world-wide income, which could materially reduce our net income. In addition, we will also be subject to PRC enterprise income tax reporting obligations. Furthermore, if the PRC tax authorities determine that we are a PRC resident enterprise for enterprise income tax purposes, gains realized on the sale or other disposition of our shareholders’ ordinary shares may be subject to PRC tax, at a rate of 10% in the case of non-PRC enterprises or 20% in the case of non- PRC individuals (in each case, subject to the provisions of any applicable tax treaty), if such gains are deemed to be from PRC sources. It is unclear whether non-PRC shareholders of we would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may adversely affect our financial status.

 

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We may be subject to penalties under relevant PRC laws and regulations due to failure to make full social security and housing fund contributions for some of our employees.

 

In the past, contributions by some of our PRC subsidiary for some of their employees to the social security and housing funds may not have been in compliance with relevant PRC regulations. Pursuant to the Regulation on the Administration of Housing Accumulation Funds, as amended in 2002, the relevant housing fund authority may order an enterprise to pay outstanding contributions within a prescribed time limit. Pursuant to the PRC Social Insurance Law promulgated in 2010, the social security authority may order an enterprise to pay the outstanding contributions within a prescribed time limit and may impose penalties if there is a failure to do so. If Xiaotai Zhejiang fails to make or supplement contributions of social security premiums within the stipulated period, the social security premiums collection agency may enquire into the deposit accounts of the employer with banks and other financial institutions. In an extreme situation, where Xiaotai Zhejiang e or its subsidiaries (if any) failed to contribute social security premiums in full amount and do not provide guarantee, the social security premiums collection agency may apply to a Chinese court for seizure, foreclosure or auction of Xiaotai Zhejiang’s properties of value equivalent to the amount of social security premiums payable, and the proceeds from auction shall be used for contribution of social security premiums. If Xiaotai Zhejiang is subject to deposit, seizure, foreclosure or auction in relation to the underpaid employee benefits, our financial condition and results of operations may be adversely affected.

 

Regulatory bodies of the United States may be limited in their ability to conduct investigations or inspections of our operations in China.

 

After an acquisition, we may receive requests from certain U.S. agencies to investigate or inspect our operations, or to otherwise provide information. While we will be compliant with these requests from these regulators, there is no guarantee that such requests will be honored by those entities who provide services to it or with whom it associates, especially as those entities located in China. Furthermore, an on-site inspection of our facilities by any of these regulators may be limited or entirely prohibited. Such inspections, though permitted by us and our affiliates, are subject to the unpredictability of the Chinese enforcers, and may therefore be impossible to facilitate.

 

Adverse changes in the political and economic policies of the PRC government could have a material adverse effect on the overall economic growth of China, which could adversely affect our business. 

 

Substantially all of our assets are located in China and substantially all of our revenues are derived from our operations there. Accordingly, our business, financial condition, results of operations and prospects are affected significantly by economic, political and legal developments in China. The Chinese economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. While the Chinese economy has experienced significant growth in the past 30 years, the growth has been uneven across different periods, regions and among various economic sectors of China and the rate of growth has been slowing. We cannot assure you that the Chinese economy will continue to grow, or that if there is growth, such growth will be steady and uniform, or that if there is a slowdown, such slowdown will not have a negative effect on our business.

 

The PRC government also exercises significant control over China’s economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policies and providing preferential treatment to particular industries or companies. From late 2003 to mid-2008, the PRC government implemented a number of measures, such as increasing the People’s Bank of China’s statutory deposit reserve ratio and imposing commercial bank lending guidelines that had the effect of slowing the growth of credit, which in turn may have slowed the growth of the Chinese economy. In response to the recent global and Chinese economic downturn, the PRC government has promulgated several measures aimed at expanding credit and stimulating economic growth. Since August 2008, the People’s Bank of China has decreased the statutory deposit reserve ratio and lowered benchmark interest rates several times. Beginning in January 2010, however, the People’s Bank of China started to take measures including increasing the statutory deposit reserve ratio and raised the benchmark interest rates several times in response to rapid growth of credit in 2009 and 2010. Since January 2011, the People’s Bank of China has continually increased the statutory deposit reserve ratio and raising the benchmark interest rates. The increasing trend eased in December 2011 and the statutory deposit reserve ratio was reduced twice in February and May 2012. In addition, in July 2013, the People’s Bank of China revoked the restriction on loan interest rate of financial institutions. It is unclear whether PRC economic policies will be effective in stimulating growth, and the PRC government may not be effective in achieving stable economic growth in the future. Any slowdown in the economic growth of China could lead to reduced demand for the products we distribute or manage, which could materially and adversely affect our business, as well as our financial condition and results of operations.

 

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Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us. 

 

The PRC legal system is based on written statutes and court decisions have limited precedential value. The PRC legal system is evolving rapidly, and the interpretation of many laws, regulations and rules may contain inconsistencies and enforcement of these laws, regulations and rules involves uncertainties.

 

From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. However, since PRC judicial and administrative authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be more difficult to predict the outcome of a judicial or administrative proceeding than in more developed legal systems. Furthermore, the PRC legal system is based, in part, on government policies and internal rules, some of which are not published in a timely manner, or at all, but which may have retroactive effect. As a result, we may not always be aware of any potential violation of these policies and rules. Such unpredictability towards our contractual, property (including intellectual property) and procedural rights could adversely affect our business and impede our ability to continue our operations.

 

Fluctuations in exchange rates could have a material adverse effect on our results of operations and the value of your investment.

 

The value of Renminbi against the U.S. dollar and other currencies is affected by changes in China’s political and economic conditions and by China’s foreign exchange policies, among other things. In July 2005, the PRC government changed its decades-old policy of pegging the value of Renminbi to the U.S. dollar, and Renminbi appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this appreciation halted and the exchange rate between Renminbi and the U.S. dollar remained within a narrow band. Since June 2010, Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. It is difficult to predict how market forces or PRC or U.S. government policies may impact the exchange rate between Renminbi and the U.S. dollar in the future.

 

To the extent that we need to convert U.S. dollars into Renminbi for capital expenditures and working capital and other business purposes, appreciation of Renminbi against the U.S. dollar would have an adverse effect on Renminbi amount we would receive from the conversion. Conversely, if we decide to convert Renminbi into U.S. dollars for the purpose of making payments for dividends on our Ordinary Shares, strategic acquisitions or investments or other business purposes, appreciation of the U.S. dollar against Renminbi would have a negative effect on the U.S. dollar amount available to us.

 

The reporting currency of our company is the U.S. dollar. However, the functional currency of our consolidated operating subsidiaries and variable interest entity is the Renminbi and substantially all of their revenues and expenses are denominated in Renminbi. Fluctuations in exchange rates, primarily those involving the U.S. dollar, may affect the relative purchasing power of these proceeds. In addition, appreciation or depreciation in the value of the Renminbi relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. Fluctuations in the exchange rate will also affect the relative value of earnings from, and the value of any U.S. dollar-denominated investments we make in the future.

 

Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into foreign currency. As a result, fluctuations in exchange rates may have a material adverse effect on your investment.

 

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Governmental control of conversion of Renminbi into foreign currencies may limit our ability to utilize our revenues effectively and affect the value of your investment. 

 

The PRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenues in Renminbi. Under our current corporate structure, our company may rely on dividend payments from our PRC subsidiary to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. Therefore, our PRC subsidiary is able to pay dividends in foreign currencies to us without prior approval from SAFE by complying with certain procedural requirements. But approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies, and we cannot assure you that the required governmental approval or registration can be obtained or completed in time when such capital needs arise, or at all. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders.

 

PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may restrict or prevent us from using the proceeds of our initial public offering to make loans to our PRC subsidiary and consolidated entities or to make additional capital contributions to our PRC subsidiary, which may materially and adversely affect our liquidity and our ability to fund and expand our business.

 

We are an offshore holding company conducting our operations in China through our PRC subsidiary and consolidated entities. In utilizing the proceeds that we will receive from our initial public offering, we are permitted under PRC laws and regulations as an offshore holding company to provide funding to our PRC subsidiary only through loans or capital contributions and to our consolidated entities only through loans.

 

Any loans by us to our PRC subsidiary, which is treated as foreign-invested enterprises under PRC law, are subject to PRC regulations and foreign exchange loan registrations. For example, loans by us to our wholly owned PRC subsidiary to finance their activities cannot exceed statutory limits and must be registered with the local counterpart of the SAFE. If we decide to finance our wholly owned PRC subsidiary by means of capital contributions, these capital contributions must be filed with or approved by the MOFCOM or its local counterpart. We may also extend loans to our consolidated entities, which are treated as PRC domestic companies under PRC law, and loans with a term more than one year must be approved by the National Development and Reform Commission, or the NDRC, and must also be registered with the SAFE or its local branches, loans with term less than one year must be approved by the SAFE or its local branches.

 

On March 30, 2015, the SAFE issued the Circular on Reform of the Administrative Rules of the Payment and Settlement of Foreign Exchange Capital of Foreign-Invested Enterprises, or SAFE Circular 19, which became effective on June 1, 2015. Pursuant to SAFE Circular 19, foreign-invested enterprises may either continue to follow the current payment-based foreign currency settlement system or elect to follow the “conversion-at-will” regime of foreign currency settlement. Where a foreign-invested enterprise follows the conversion-at-will regime of foreign currency settlement, it may convert part or all of the amount of the foreign currency in its capital account into Renminbi at any time. The converted Renminbi will be kept in a designated account labeled as settled but pending payment, and if the foreign-invested enterprise needs to make payment from such designated account, it still needs to go through the review process with its bank and provide necessary supporting documents. SAFE Circular 19, therefore, has substantially lifted the restrictions on the usage by a foreign-invested enterprise of its RMB registered capital converted from foreign currencies. According to SAFE Circular 19, such Renminbi capital may be used at the discretion of the foreign-invested enterprise and the SAFE will eliminate the prior approval requirement and only examine the authenticity of the declared usage afterwards. Nevertheless, foreign-invested enterprises like our PRC subsidiary are still not allowed to extend intercompany loans to our PRC consolidated entities. In addition, as Circular 19 was promulgated recently, there remain substantial uncertainties with respect to the interpretation and implementation of this circular by relevant authorities.

 

In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, including SAFE Circular 19, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans by us to our PRC subsidiary or consolidated entities or with respect to future capital contributions by us to our PRC subsidiary. Our failure to complete such registrations or obtain such approvals may negatively affect our ability to use the proceeds we receive from our initial public offering and to capitalize or otherwise fund operations of our PRC operating entity, Xiaotai Zhejiang, and any other new subsidiaries we may establish in the future for business purposes, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

 

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Our PRC subsidiary and consolidated entities are subject to restrictions on paying dividends or making other payments to us, which may restrict our ability to satisfy our liquidity requirements. 

 

We are a holding company incorporated in the Cayman Islands. We rely on dividends from our PRC subsidiary as well as consulting and other fees paid to us by our consolidated entities for our cash and financing requirements, such as the funds necessary to pay dividends and other cash distributions to our shareholders, and service any debt we may incur. Current PRC regulations permit our PRC subsidiary to pay dividends to us only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, our PRC subsidiary is required to set aside at least 10% of its after-tax profits after making up previous years’ accumulated losses each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of its registered capital. These reserves are not distributable as cash dividends. Furthermore, if our PRC subsidiary and consolidated entities incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us, which may restrict our ability to satisfy our liquidity requirements.

 

In addition, the EIT Law and its implementation rules provide that withholding tax rate of 10% will be applicable to dividends payable by PRC companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises are incorporated.

 

China’s M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of PRC companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China. 

 

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or M&A Rules, and other recently adopted regulations and rules concerning mergers and acquisitions in China established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time consuming and complex. For example, the M&A Rules require that the MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise, if (i) any important industry is concerned, (ii) such transaction involves factors that impact or may impact national economic security, or (iii) such transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand. Moreover, the Anti-Monopoly Law promulgated by the Standing Committee of the National People’s Congress on August 30, 2007 and effective as of August 1, 2008 requires that transactions which are deemed concentrations and involve parties with specified turnover thresholds (i.e., during the previous fiscal year, (i) the total global turnover of all operators participating in the transaction exceeds RMB10.0 billion (US$1.4 billion) and at least two of these operators each had a turnover of more than RMB400.0 million (US$57.6 million) within China, or (ii) the total turnover within China of all the operators participating in the concentration exceeded RMB2.0 billion (US$0.3 billion), and at least two of these operators each had a turnover of more than RMB400.0 million (US$57.6 million) within China) must be cleared by the MOFCOM before they can be completed. In addition, on February 3, 2011, the General Office of the State Council promulgated a Notice on Establishing the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the Circular 6, which officially established a security review system for mergers and acquisitions of domestic enterprises by foreign investors. Further, on August 25, 2011, the MOFCOM promulgated the Regulations on Implementation of Security Review System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors, or the MOFCOM Security Review Regulations, which became effective on September 1, 2011, to implement the Circular 6. Under Circular 6, a security review is required for mergers and acquisitions by foreign investors having “national defense and security” concerns and mergers and acquisitions by which foreign investors may acquire the “de facto control” of domestic enterprises with “national security” concerns. Under the MOFCOM Security Review Regulations, the MOFCOM will focus on the substance and actual impact of the transaction when deciding whether a specific merger or acquisition is subject to security review. If the MOFCOM decides that a specific merger or acquisition is subject to security review, it will submit it to the Inter-Ministerial Panel, an authority established under the Circular 6 led by the NDRC and the MOFCOM under the leadership of the State Council, to carry out security review. The regulations prohibit foreign investors from bypassing the security review by structuring transactions through trusts, indirect investments, leases, loans, control through contractual arrangements or offshore transactions. There is no explicit provision or official interpretation stating that the merging or acquisition of a company engaged in the wealth management or internet funds lending business requires security review.

 

In the future, we may grow our business by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time consuming, and any required approval processes, including obtaining approval from the MOFCOM or its local counterparts may delay or inhibit our ability to complete such transactions. The M&A Rules require a foreign investor to obtain the approval from the MOFCOM or its local counterpart only upon (i) its acquisition of a domestic enterprise’s equity interest; (ii) its subscription of the increased capital of a domestic enterprise; or (iii) establishes and operates a foreign-invested enterprise with assets acquired from a domestic enterprise. It is unclear whether our business would be deemed to be in an industry that raises “national defense and security” or “national security” concerns. However, the MOFCOM or other government agencies may publish explanations in the future determining that our business is in an industry subject to the security review, in which case our future acquisitions in China, including those by way of entering into contractual control arrangements with target entities, may be closely scrutinized or prohibited.

 

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PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiary to liability or penalties, limit our ability to inject capital into our PRC subsidiary, limit our PRC subsidiary’s ability to increase its registered capital or distribute profits to us, or may otherwise adversely affect us. 

 

The SAFE has promulgated several regulations that require PRC residents and PRC corporate entities to register with and obtain approval from local branches of the SAFE in connection with their direct or indirect offshore investment activities. These regulations apply to our shareholders who are PRC residents and may apply to any offshore acquisitions that we make in the future.

 

Under these foreign exchange regulations, PRC residents who make, or have previously made, prior to the implementation of these foreign exchange regulations, direct or indirect investments in offshore companies will be required to register those investments. In addition, any PRC resident who is a direct or indirect shareholder of an offshore company is required to update the previously filed registration with the local branch of the SAFE, with respect to that offshore company, to reflect any material change involving its round-trip investment, capital variation, such as an increase or decrease in capital, transfer or swap of shares, merger or division. If any PRC shareholder fails to make the required registration or update the previously filed registration, the PRC subsidiary of that offshore parent company may be prohibited from distributing their profits and the proceeds from any reduction in capital, share transfer or liquidation to their offshore parent company, and the offshore parent company may also be prohibited from injecting additional capital into its PRC subsidiary. Moreover, failure to comply with the various foreign exchange registration requirements described above could result in liability under PRC laws for evasion of applicable foreign exchange restrictions.

 

We have requested PRC residents holding direct or indirect interest in our company to our knowledge to make the necessary applications, filings and amendments as required by these foreign exchange regulations. Such PRC resident shareholders and beneficial owners have completed their initial registrations in relation to their ownership in our company required by foreign exchange regulations. However, we may not be informed of the identities of all the PRC residents holding direct or indirect interests in our company, and we cannot provide any assurances that all of our shareholders and beneficial owners who are PRC residents will make, obtain or update any applicable registrations or approvals required by these foreign exchange regulations. The failure or inability of our PRC resident shareholders to make such registration or truthfully disclose actual controllers of the round-trip enterprises may subject PRC residents to fines up to RMB300,000 in case of domestic institutions or RMB50,000 in case of domestic individuals. If the PRC resident shareholders do not complete their registration with the local SAFE branches, the PRC subsidiaries may be prohibited from distributing their profits and proceeds from any reduction in capital, share transfer or liquidation to the offshore company, and the offshore company may be restricted in its ability to contribute additional capital to its PRC subsidiaries. Moreover, failure to comply with SAFE registration and amendment requirements described above could result in liability under PRC law for violating applicable foreign exchange restrictions.

 

However, as there is uncertainty concerning the reconciliation of these foreign exchange regulations with other approval requirements, it is unclear how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the relevant government authorities. We cannot predict how these regulations will affect our business operations or future strategy. For example, we may be subject to a more stringent review and approval process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our results of operations and financial condition. In addition, if we decide to acquire a PRC domestic company, we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.

 

We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related businesses and companies, 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. 

 

If our PRC subsidiary and consolidated entities plan to engage in promoting or distributing wealth management plans through the Internet, or allow our clients to purchase funds lending products on any of our websites, such business is likely to be deemed as a value-added telecommunications service and call for approvals from relevant authorities. The PRC government extensively regulates the internet industry, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the internet industry. These internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainties. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in violation of applicable laws and regulations.

 

The interpretation and application of existing PRC laws, regulations and policies and possible new laws, regulations or policies relating to the internet industry have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of, internet businesses in China, including our internet-based business. We cannot assure you that we have obtained all the permits or licenses required for conducting our business in China or will be able to maintain our existing licenses or obtain new ones. If the PRC government considers that we were operating without the proper approvals, licenses or permits or promulgates new laws and regulations that require additional approvals or licenses or imposes additional restrictions on the operation of any part of our business, it has the power, among other things, to levy fines, confiscate our income, revoke our business licenses, and require us to discontinue our relevant business or impose restrictions on the affected portion of our business. Any of these actions by the PRC government may have a material adverse effect on our business and results of operations.

 

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The dividends we receive from our PRC subsidiary may be subject to PRC tax under the PRC Enterprise Income Tax Law, which would have a material adverse effect on our financial condition and results of operations. In addition, if we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.

 

Pursuant to the PRC Enterprise Income Tax Law and its amendment, or the EIT Law, dividends generated after January 1, 2008 and payable by a foreign-invested enterprise in China to its foreign investors are subject to a 10% withholding tax, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. We are a Cayman Islands holding company and substantially all of our income may come from dividends we receive, directly or indirectly, from our wholly foreign-owned PRC subsidiary. Since there is currently no such tax treaty between China and the Cayman Islands, dividends we directly receive from our wholly foreign-owned PRC subsidiary will generally be subject to a 10% withholding tax.

 

In addition, under the Arrangement between China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, where a Hong Kong resident enterprise which is considered a non-PRC tax resident enterprise directly holds at least 25% of a PRC enterprise, the withholding tax rate in respect to the payment of dividends by such PRC enterprise to such Hong Kong resident enterprise is reduced to 5% from a standard rate of 10%, subject to approval of the PRC local tax authority. Accordingly, Xiaotai HK may be able to enjoy the 5% withholding tax rate for the dividends it receives from Xiaotai Zhejiang, if Xiaotai Zhejiang satisfies the conditions prescribed in relevant tax rules and regulations, and obtain the approvals as required. However, if the Hong Kong resident enterprise is not considered to be the beneficial owner of such dividends under applicable PRC tax regulations, such dividends may remain subject to withholding tax at a rate of 10%. If Xiaotai HK is considered to be a non-beneficial owner for purposes of the tax arrangement, any dividends paid to them by our wholly foreign-owned PRC subsidiary directly would not qualify for the preferential dividend withholding tax rate of 5%, but rather would be subject to a rate of 10%.

 

Furthermore, under the EIT Law and its implementation rules, an enterprise established outside of China with “de facto management body” within the PRC is considered a PRC resident enterprise and will be subject to the enterprise income tax on its global income at the rate of 25%. We do not believe that we or any of our respective subsidiaries outside of China would be a PRC resident enterprise as of January22, 2018. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body”. If the PRC tax authorities determine that we were a PRC resident enterprise for tax purposes, we would be subject to a 25% enterprise income tax on their global income. In addition, if we were considered a PRC resident enterprise for tax purposes, we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-PRC resident enterprises. Furthermore, non-PRC resident enterprise shareholders may be subject to a 10% PRC tax on gains realized on the sale or other disposition of Ordinary Shares, if such income is treated as sourced from within China. It is unclear whether our non-PRC individual shareholders would be subject to any PRC tax on dividends or gains obtained by such non-PRC individual shareholders in the event we are determined to be a PRC resident enterprise. If any PRC tax were to apply to such dividends or gains, it would generally apply at a rate of 20% unless a reduced rate is available under an applicable tax treaty. However, it is also unclear whether our non-PRC shareholders would be able to claim the benefits of any tax treaties between their country of tax residence and China in the event that we are considered as a PRC resident enterprise.

 

If we were required under the EIT Law to withhold such PRC income tax, your investment in our Ordinary Shares may be materially and adversely affected.

 

We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises or other assets attributed to a PRC establishment of a non-PRC company, or immovable properties located in China owned by a non-PRC company.

 

We face uncertainties on the reporting and consequences on private equity financing transactions, private share exchange transactions and private transfer of shares, including private transfer of public shares, in our company by non-resident investors. On February 3, 2015, the SAT issued Announcement on Several Issues Concerning the Enterprise Income Tax on Indirect Property Transfers by Non-RPC Resident Enterprises, or SAT Notice No. 7, to supersede the existing tax rules in relation to the tax treatment of the Indirect Transfer. SAT Notice No. 7 was partly superseded by the Announcement of the State Administration of Taxation on Issues Relating to Withholding at Source of Income Tax of Non-resident Enterprises, or SAT Announcement 37. SAT Notice No. 7 introduces a new tax regime and extends the SAT’s tax jurisdiction to capture not only the Indirect Transfer but also transactions involving indirect transfer of (i) real properties in China and (ii) assets of an “establishment or place” situated in China, by a non-PRC resident enterprise through a disposition of equity interests in an overseas holding company. SAT Notice No. 7 also extends the interpretation with respect to the disposition of equity interests in an overseas holding company. In addition, SAT Notice No. 7 further clarifies how to assess reasonable commercial purposes and introduces safe harbors applicable to internal group restructurings. However, it also brings challenges to both the foreign transferor and transferee as they are required to make self-assessment on whether an Indirect Transfer or similar transaction should be subject to PRC tax and whether they should file or withhold any tax payment accordingly. SAT Announcement 37 also clarifies many other implement matters on Issues Relating to Withholding at Source of Income Tax of Non-resident Enterprises.

 

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However, as these notices are relatively new and there is a lack of clear statutory interpretation, we face uncertainties on the reporting and consequences on future private equity financing transactions, share exchange or other transactions involving the transfer of shares in our company by investors that are non-PRC resident enterprises, or sale or purchase of shares in other non-PRC resident companies or other taxable assets by us. Our company and other non-resident enterprises in our group may be subject to filing obligations or being taxed if our company and other non-resident enterprises in our group are transferors in such transactions, and may be subject to withholding obligations if our company and other non-resident enterprises in our group are transferees in such transactions. For the transfer of shares in our company by investors that are non-PRC resident enterprises, our PRC subsidiary may be requested to assist in the filing under the rules and notices. We may be required to expend costly resources to comply with SAT Notice No. 7, or to establish a case to be tax exempt under SAT Notice No. 7, which may cause us to incur additional costs and may have a negative impact on the value of your investment in us.

 

The PRC tax authorities have discretion under SAT Notice No. 7 and SAT Announcement 37 to make adjustments to the taxable capital gains based on the difference between the fair value of the transferred equity interests and the investment cost. We may pursue acquisitions in the future that may involve complex corporate structures. If we are considered as a non-PRC resident enterprise under the EIT Law and if the PRC tax authorities make adjustments to the taxable income of the transactions under SAT Notice No. 7 and SAT Announcement 37, our income tax expenses associated with such potential acquisitions will be increased, which may have an adverse effect on our financial condition and results of operations.

 

If the custodians or authorized users of controlling non-tangible assets of our company, including our corporate chops and seals, fail to fulfill their responsibilities, or misappropriate or misuse these assets, our business and operations could be materially and adversely affected. 

 

Under PRC law, legal documents for corporate transactions, including contracts such as consulting service agreements we enter into with funds lending product providers, which are important to our business, are executed using the chops (a Chinese stamp or seal) or seals of the signing entity, or with the signature of a legal representative whose designation is registered and filed with the relevant branch of the SAIC.

 

Although we usually utilize chops to enter into contracts, the designated legal representatives of each of our PRC subsidiary and consolidated entities have the power to enter into contracts on behalf of such entities without chops and bind such entities. All designated legal representatives of our PRC subsidiary and consolidated entities have signed employment undertaking letters with us or our PRC subsidiary and consolidated entities under which they agree to abide by various duties they owe to us. In order to maintain the physical security of our chops and the chops of our PRC entities, we generally store these items in secured locations accessible only by the authorized personnel of each of our PRC subsidiary and consolidated entities. Although we monitor such authorized personnel, there is no assurance such procedures will prevent all instances of abuse or negligence. Accordingly, if any of our authorized personnel misuse or misappropriate our corporate chops or seals, we could encounter difficulties in maintaining control over the relevant entities and experience significant disruption to our operations. If a designated legal representative obtains control of the chops in an effort to obtain control over any of our PRC subsidiary or consolidated entities, we, our PRC subsidiary or consolidated entities would need to pass a new shareholder or board resolution to designate a new legal representative and we would need to take legal action to seek the return of the chops, apply for new chops with the relevant authorities, or otherwise seek legal redress for the violation of the representative’s fiduciary duties to us, which could involve significant time and resources and divert management attention away from our regular business. In addition, the affected entity may not be able to recover corporate assets that are sold or transferred out of our control in the event of such a misappropriation if a transferee relies on the apparent authority of the representative and acts in good faith.

 

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Increases in labor costs and enforcement of stricter labor laws and regulations in China may adversely affect our business and our profitability. 

 

China’s overall economy and the average wage in China have increased in recent years and are expected to continue to grow. The average wage level for our employees has also increased in recent years. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless we are able to pass on these increased labor costs to the product providers or corporate borrowers who pay for our services, our profitability and results of operations may be materially and adversely affected.

 

In addition, we have been subject to stricter regulatory requirements in terms of entering labor contracts with our employees and paying various statutory employee benefits, including pensions, housing fund, medical insurance, work-related injury insurance, unemployment insurance and childbearing insurance to designated government agencies for the benefit of our employees. Pursuant to the PRC Labor Contract Law, or the Labor Contract law, that became effective in January 2008, as amended on December 28, 2012 and effective as of July 1, 2013, and its implementation rules that became effective in September 2008, employers are subject to stricter requirements in terms of signing labor contracts, minimum wages, paying remuneration, determining the term of employees’ probation and unilaterally terminating labor contracts. In the event that we decide to terminate some of our employees or otherwise change our employment or labor practices, the Labor Contract Law and its implementation rules may limit our ability to effect those changes in a desirable or cost-effective manner, which could adversely affect our business and results of operations. On October 28, 2010, the Standing Committee of the National People’s Congress promulgated the PRC Social Insurance Law, or the Social Insurance Law, which became effective on July 1, 2011. According to the Social Insurance Law, employees must participate in pension insurance, work-related injury insurance, medical insurance, unemployment insurance and maternity insurance and the employers must, together with their employees or separately, pay the social insurance premiums for such employees.

 

As the interpretation and implementation of labor-related laws and regulations are still evolving, we cannot assure you that our employment practices do not and will not violate labor-related laws and regulations in China, which may subject us to labor disputes or government investigations. If we are deemed to have violated relevant labor laws and regulations, we could be required to provide additional compensation to our employees and our business, financial condition and results of operations could be materially and adversely affected.

 

Risks Related to Our Ordinary Shares and This Offering 

 

There has been no public market for our Ordinary Shares prior to this offering, and if an active trading market does not develop you may not be able to resell our shares at or above the price you paid, or at all. 

 

Prior to this public offering, there has been no public market for our Ordinary Shares. We have applied to have our Ordinary Shares listed on NYSE American under the symbol “TAI”. Such approval on the listing is conditioned upon certain conditions, including the closing of this offering, our satisfying all applicable initial listing standards and the receipt by NYSE American of certain information about our shareholders, including investors that purchase shares in this offering. There is no guarantee or assurance that our Ordinary Shares will be approved for listing on NYSE American. If an active trading market for our Ordinary Shares does not develop after this offering, the market price and liquidity of our Ordinary Shares have been materially adversely affected. The public offering price for our Ordinary Shares has been determined by negotiations between us and the Underwriter and may bear little or no relationship to the market price for our Ordinary Shares after the public offering. You may not be able to sell any Ordinary Shares that you purchase in the offering at or above the public offering price. Accordingly, investors should be prepared to face a complete loss of their investment.

 

Our Ordinary Shares may be thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares. 

 

Assuming our Ordinary Shares begin trading on NYSE American, our Ordinary Shares may be “thinly-traded”, meaning that the number of persons interested in purchasing our Ordinary Shares at or near bid prices at any given time may be relatively small or non-existent. This situation may be attributable to a number of factors, including the fact that we are relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and might be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. Broad or active public trading market for our Ordinary Shares may not develop or be sustained.  

 

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The market price for our Ordinary Shares may be volatile. 

 

The market price for our Ordinary Shares may be volatile and subject to wide fluctuations due to factors such as:

 

  the perception of U.S. investors and regulators of U.S. listed Chinese companies;

 

  actual or anticipated fluctuations in our operating results;

 

  changes in financial estimates by securities research analysts;

 

  negative publicity, studies or reports;

 

  conditions in the Chinese wealth management industry;

 

  changes in the economic performance or market valuations of other wealth management companies;

 

  announcements by us or our competitors of acquisitions, strategic partnerships, joint ventures or capital commitments;

 

  addition or departure of key personnel;

 

  fluctuations of exchange rates between RMB and the U.S. dollar; and

 

  general economic or political conditions in China.

 

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our Ordinary Shares.  

 

There is no firm commitment for this offering.

 

This offering is being made on a “best efforts” rather than a firm commitment basis. No commitment exists by the Underwriter or anyone else to purchase all or any part of the Ordinary Shares being offered pursuant to this prospectus. There can be no assurances that any Ordinary Shares offered hereby will be sold. In addition, there is an increased risk to investors who participate in the offering if less than the maximum offering is raised, since the remainder of the funds may not be forthcoming and our inability to raise the maximum offering may jeopardize our ability to execute our business plan.

 

Volatility in our Ordinary Shares price may subject us to securities litigation. 

 

The market for our Ordinary Shares may have, when compared to seasoned issuers, significant price volatility and we expect that our share price may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.  

 

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively. 

 

Our management will have broad discretion in the application of the net proceeds, including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. The failure by our management to apply these funds effectively could harm our business. 

 

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In order to raise sufficient funds to enhance operations, we may have to issue additional securities at prices which may result in substantial dilution to our shareholders. 

 

If we raise additional funds through the sale of equity or convertible debt, our current shareholders’ percentage ownership will be reduced. In addition, these transactions may dilute the value of Ordinary Shares outstanding. We may have to issue securities that may have rights, preferences and privileges senior to our Ordinary Shares. We cannot provide assurance that we will be able to raise additional funds on terms acceptable to us, if at all. If future financing is not available or is not available on acceptable terms, we may not be able to fund our future needs, which would have a material adverse effect on our business plans, prospects, results of operations and financial condition. 

 

We are not likely to pay cash dividends in the foreseeable future. 

 

We currently intend to retain any future earnings for use in the operation and expansion of our business. Accordingly, we do not expect to pay any cash dividends in the foreseeable future. Should we determine to pay dividends in the future, our ability to do so will depend upon the receipt of dividends or other payments from WFOE. WFOE may, from time to time, be subject to restrictions on its ability to make distributions to us, including restrictions on the conversion of RMB into U.S. dollars or other hard currency and other regulatory restrictions.  

 

You may face difficulties in protecting your interests as a shareholder, as Cayman Islands law provides substantially less protection when compared to the laws of the United States and it may be difficult for a shareholder to effect service of process or to enforce judgments obtained in the United States courts. 

 

Our corporate affairs are governed by our Memorandum and Articles of Association and by the Companies Law (2018 Revision) of the Cayman Islands (the “Companies Law”) and common law of the Cayman Islands. The rights of shareholders to take legal action against our directors and us, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which are generally of persuasive authority but are not binding on the courts of the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and provide significantly less protection to investors. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action before the United States federal courts. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.

 

Currently, substantially all of our operations are conducted outside the United States, and substantially all of our assets are located outside the United States. All of our officers are nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands may render you unable to enforce a judgment against our assets or the assets of our directors and officers. For more information regarding the relevant laws of the Cayman Islands, see “Enforceability of Civil Liabilities.”

 

As a result of all of the above, our shareholders may have more difficulty in protecting their interests through actions against us or our officers, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.  

 

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies. 

 

We are a foreign private issuer within the meaning of the rules under the Exchange Act. As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:

 

  we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;

 

  Subject to NYSE Regulations, 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;

 

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  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 non-public 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

 

  our insiders are not required to comply with Section 16 of the Exchange Act requiring such 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.

 

We currently intend to file annual reports on Form 10-K and reports on Form 6-K as a foreign private issuer. Accordingly, our shareholders may not have access to certain information they may deem important.

 

We are an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make it more difficult to compare our performance with other public companies. 

 

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. 

 

For as long as we remain an “emerging growth company” we will elect to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Because of these lessened regulatory requirements, our shareholders would be left without information or rights available to shareholders of more mature companies. If some investors find our Ordinary Shares less attractive as a result, there may be a less active trading market for our Ordinary Shares and our share price may be more volatile.

 

If we are classified as a passive foreign investment company, United States taxpayers who own our Ordinary Shares may have adverse United States federal income tax consequences. 

 

A non-U.S. corporation such as ourselves will be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either:

 

  at least 75% of our gross income for the year is passive income; or
     
  the average percentage of our assets (determined at the end of each quarter) during the taxable year which produce passive income or which are held for the production of passive income is at least 50%.

 

Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

 

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If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our Ordinary Shares, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.

 

Depending on the amount of cash we raise in this offering, together with any other assets held for the production of passive income, it is possible that, for our 2017 taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive income. We will make this determination following the end of any particular tax year. Although the law in this regard is unclear, we treat our WFOE as being wholly owned by us for United States federal income tax purposes, not only because we exercise effective control over the operation of the WFOE but also because we are entitled to substantially all of its economic benefits, and, as a result, we consolidate their operating results in our consolidated financial statements. For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its pro rata share of the gross income and assets of a corporation in which it is considered to own at least 25% of the equity by value.

 

For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to be a PFIC, see “Taxation — United States Federal Income Taxation — Passive Foreign Investment Company.” 

 

We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.” 

 

Upon consummation of this offering, we will incur significant legal, accounting and other expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and NYSE American, impose various requirements on the corporate governance practices of public companies. We are an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

 

Compliance with these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company,” or until five years following the completion of our initial public offering, whichever is earlier, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company, we have been required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We have incurred additional costs in obtaining director and officer liability insurance. In addition, we incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus contains forward-looking statements that reflect our current expectations and views of future events. The forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” Known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

 

You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:

 

  our goals and strategies;

 

  our future business development, financial conditions and results of operations;

 

  the expected growth of the wealth management market in China;

 

  our expectations regarding demand for and market acceptance of our services;

 

  competition in our industry; and

 

  relevant government policies and regulations relating to our industry.

 

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Regulation” and other sections in this prospectus. You should thoroughly read this prospectus and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

 

This prospectus contains certain data and information that we obtained from private publications. Statistical data in these publications also include projections based on a number of assumptions. Our industry may not grow at the rate projected by market data, or at all. Failure of this market to grow at the projected rate may have a material and adverse effect on our business and the market price of our Ordinary Shares. In addition, the rapidly changing nature of the online retail industry results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our market. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

 

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

  

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USE OF PROCEEDS

 

After deducting the estimated Underwriter’s discount and offering expenses payable by us, we expect to receive net proceeds of approximately $[●] from this offering if the minimum offering is sold and approximately $[●] if the maximum offering is sold, and assuming the Underwriter’s over-subscription option, consisting of $[●] of Ordinary Shares as described in this prospectus (up to $[●] of net proceeds), is not exercised. The net proceeds from this offering must be remitted to China before we will be able to use the funds.

 

We plan to use the net proceeds of this offering primarily for general corporate purposes, which may include establishing branches and hiring financial advisors in affluent cities in mainland China, acquiring other companies in our industry, working capital and other general and administrative matters.

 

In the event that the Underwriter’s over-subscription option is exercised, we intend to use such additional net proceeds up to $[●] for working capital purposes.

 

To the extent we raise an amount between the minimum and maximum offering, we expect that we would allocate amounts in approximately the same percentages. To the extent that a certain portion or all of the net proceeds we receive from this offering is not immediately applied for the above purposes, we plan to invest the net proceeds in short-term, interest-bearing debt instruments or bank deposits.

 

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus. See “Risk Factors—Risks Related to Our Ordinary Shares and This Offering —We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.”

 

In using the proceeds of this offering, we are permitted under PRC laws and regulations as an offshore holding company to provide funding to our wholly foreign-owned subsidiary in China only through loans or capital contributions and to our consolidated variable interest entity only through loans, subject to the approval of government authorities and limit on the amount of capital contributions and loans. Subject to satisfaction of applicable government registration and approval requirements, we may extend inter-company loans to our wholly foreign-owned subsidiary in China or make additional capital contributions to our wholly-foreign-owned subsidiary to fund its capital expenditures or working capital. For an increase of registered capital of our wholly foreign-owned subsidiary, we need to file at the MOFCOM or its local counterparts. If we provide funding to our wholly foreign-owned subsidiary through loans, the total amount of such loans may not exceed the difference between the entity’s total investment as approved by the foreign investment authorities and its registered capital. Such loans must be registered with SAFE or its local branches, which usually takes up to 20 working days to complete. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all.

 

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CAPITALIZATION

 

The following table sets forth our capitalization as of [●]:

 

  on an actual basis;
     
  ●  on an as adjusted basis to reflect the sale of Ordinary Shares by us in this offering at an initial public offering price of US$[●].00 per Ordinary Share, after deducting the Underwriter’s discounts and commissions and estimated offering expenses payable by us, assuming the Underwriter does not exercise the over-subscription option. 

 

You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

MAXIMUM OFFERING ([●] ORDINARY SHARES)

 

   As of [●] 
   Actual   As
Adjusted (1)
 
   (in US$) 
Equity:  $   $ 
Ordinary Shares, US$.0001 par value, 500,000,000 shares authorized, [●] Ordinary Shares outstanding on an actual basis and [●] Ordinary Shares outstanding on an as adjusted basis    [●]      [●]  
Additional paid-in capital (2)    [●]      [●]  
Accumulated deficit    [●]      [●]  
Accumulated other comprehensive income    [●]      [●]  
Total shareholders’ equity    [●]      [●]  
Total capitalization  $[●]    $[●]  

 

MINIMUM OFFERING ([●] ORDINARY SHARES)

 

   As of [●] 
   Actual   As
Adjusted (1)
 
   (in US$) 
Equity:  $   $ 
Ordinary Shares, US$.0001 par value, 500,000,000 shares authorized, [●] Ordinary Shares outstanding on an actual basis and [●] Ordinary Shares outstanding on an as adjusted basis    [●]      [●]  
Additional paid-in capital (2)    [●]      [●]  
Accumulated deficit    [●]      [●]  
Accumulated other comprehensive income    [●]      [●]  
Total shareholders’ equity    [●]      [●]  
Total capitalization  $[●]    $[●]  

 

(1)Gives effect to the sale of the minimum offering and the maximum offering, as applicable, at a public offering price of $[●].00 per share and to reflect the application of the proceeds after deducting our estimated offering expenses.

 

(2)Pro forma as adjusted for additional paid-in capital reflects the net proceeds we expect to receive, after deducting the Underwriter’s discounts and commissions, Underwriter non-accountable expense allowance and other expenses. In a maximum offering, we expect to receive net proceeds of approximately $[●] ($[●] offering, less underwriting fee of $[●], non-accountable expenses of $[●] and other offering expenses of approximately $[●]). In a minimum offering, we expect to receive net proceeds of approximately $[●] ($[●] offering, less underwriting fee of $[●] and non-accountable expenses of $[●] and other offering expenses of approximately $[●]). For an itemization of an estimation of the total offering expenses, see “Expenses Relating to this Offering” beginning on page 127 of this prospectus.

 

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DILUTION

 

If you invest in our Ordinary Shares, your interest will be diluted to the extent of the difference between the initial public offering price per Ordinary Share and the pro forma net tangible book value per Ordinary Share after the offering. Dilution results from the fact that the per Ordinary Share offering price is substantially in excess of the book value per Ordinary Share attributable to the existing shareholders for our presently outstanding Ordinary Shares.

 

The net tangible book value of our Ordinary Shares at [●] was $ [●], or approximately $ [●] per Ordinary Share based upon [●] Ordinary Shares outstanding. Net tangible book value per Ordinary Share represents the amount of our total tangible assets reduced by the amount of our total liabilities, divided by the total number of Ordinary Shares outstanding. Tangible assets equal our total assets less goodwill and intangible assets.

 

If the minimum offering is sold, we will have [●] Ordinary Shares outstanding, with [●] Ordinary Shares, or approximately [●]% upon completion of the offering, in the public float. Our post offering pro forma net tangible book value, which gives effect to receipt of the net proceeds from the offering at an offering price of $ [●].00 per share and after deducting Underwriter’s discount and commission payable by us in the amount of $ [●], non-accountable expenses of [●]% of the of the gross proceeds in this offering and estimated offering expenses in the amount of $ [●], and issuance of additional shares in the offering, but does not take into consideration any other changes in our net tangible book value after [●], will be approximately $[●] per Ordinary Share. This would result in dilution to investors in this offering of approximately $[●] per Ordinary Share or approximately [●]% from the offering price of $ [●].00 per Ordinary Share. Net tangible book value per Ordinary Share would increase to the benefit of present shareholders by $[●] per share attributable to the purchase of the Ordinary Shares by investors in this offering.

 

If the maximum offering is sold, we will have [●] Ordinary Shares outstanding, with [●] Ordinary Shares, or approximately [●]% upon completion of the offering in the public float. Our post offering pro forma net tangible book value, which gives effect to receipt of the net proceeds from the offering at an offering price of $ [●].00 per share and after deducting Underwriter’s discount and commission payable by us in the amount of $ [●], non-accountable expenses of [●]% of the of the gross proceeds in this offering and estimated offering expenses in the amount of $[●], and issuance of additional shares in the offering, but does not take into consideration any other changes in our net tangible book value after [●], will be approximately $[●] per Ordinary Share. This would result in dilution to investors in this offering of approximately $[●] per Ordinary Share or approximately [●]% from the offering price of $[●].00 per Ordinary Share. Net tangible book value per Ordinary Share would increase to the benefit of present shareholders by $[●] per share attributable to the purchase of the Ordinary Shares by investors in this offering.

 

The following table sets forth the estimated net tangible book value per Ordinary Share after the offering and the dilution to persons purchasing Ordinary Shares based on the foregoing offering assumptions.

 

   Minimum
Offering (1)
   Maximum
Offering (2)
   Maximum  Offering with  Over-Subscription Option  Exercised (3) 
Offering price per Ordinary Share  $[●]   $[●]   $[●] 
Net tangible book value per Ordinary Share as of December 31, 2017  $ [●]   $[●]   $[●] 
Increase in net tangible book value per share after this offering  $[●]   $ [●]   $[●] 
Net tangible book value per Ordinary Share after the offering  $[●]   $ [●]   $ [●] 
Dilution per Ordinary Share to new investors  $[●]   $ [●]   $[●] 

 

(1) Assumes gross proceeds from offering of [●] Ordinary Shares.
(2) Assumes gross proceeds from offering of [●] Ordinary Shares.
(3) Assumes gross proceeds from offering of [●] Ordinary Shares, if over-subscription option is exercised in full.

 

50

  

The following table summarizes, on a pro forma as adjusted basis as of [●], the differences among existing shareholders and the new investors with respect to the number of Ordinary Shares purchased from us, the total consideration paid and the average price per Ordinary Share paid, at an initial public offering price of $[●].00 per share, before deducting the underwriting discounts and commissions and estimated offering expenses. The total number of Ordinary Shares does not include Ordinary Shares issuable upon the exercise of the option to purchase additional Ordinary Shares granted to the Underwriter.

 

Minimum Offering

 

    Ordinary Shares                

Average

Price Per
 
    Purchased     Total Consideration     Ordinary  
    Number     Percent     Amount     Percent     Share  
Existing shareholders     [●]       [●] %   $ [●] *     [●] %   $ [●]  
New investors     [●]       [●] %   $ [●]       [●] %   $ [●]  
                                         
Total     [●]       100.0 %   $ [●]       100.0 %        

 

Maximum Offering

 

    Ordinary Shares          

Average

Price Per
 
    Purchased     Total Consideration     Ordinary  
    Number     Percent     Amount     Percent     Share  
Existing shareholders     [●]       [●] %   $ [●] *     [●] %   $ [●]  
New investors     [●]       [●] %   $ [●]       [●] %   $ [●]  
                                         
Total     [●]       100.0 %   $ [●]       100.0 %        

 

Maximum Offering with Over-Subscription Option Exercised

 

    Ordinary Shares                 Average
Price Per
 
    Purchased     Total Consideration     Ordinary  
    Number     Percent     Amount     Percent     Share  
Existing shareholders     [●]       [●] %   $ [●] *     [●] %   $ [●]  
New investors     [●]       [●] %   $ [●]       [●] %   $ [●]  
                                         
Total     [●]       100.0 %   $ [●]       100.0 %        

 

* Total consideration represent historical capital contribution attributable to Controlling Shareholder of the Company, our subsidiaries and VIEs.

51

  

EXCHANGE RATE INFORMATION

 

Our business is primarily conducted in China and all of our revenues are received, and all of our expenses are paid, and denominated in RMB. Capital accounts of our condensed financial statements are translated into United States dollars from RMB at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rates as of the balance sheet date. Income and expenditures are translated at the average exchange rate of the period. RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into United States dollars at the rates used in translation.

 

The following table sets forth information concerning exchange rates between the RMB and the United States dollar for the periods indicated.

 

Period  Period-End (1)   Average
(2)
 
2016   6.6459    6.4406 
2017   6.7793    6.8116 
January   6.2976    6.4283 
February   6.3278    6.3207 
March   6.2807    6.3219 
April   6.3313    6.2988 
May   6.4089    6.3710 
June   6.6198    6.4642 
2018 (through November 2018)   6.9457    6.9457 

 

(1) The exchange rates reflect the noon buying rate in effect in New York City for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York.

 

(2) Annual averages are calculated from month-end rates. Monthly averages are calculated using the average of the daily rates during the relevant period.

52

 

ENFORCEABILITY OF CIVIL LIABILITIES

 

We were incorporated in the Cayman Islands in order to enjoy the following benefits:

 

  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 Cayman Islands. These disadvantages include, but are not limited to, the following:

 

  the Cayman Islands has a less developed body of securities laws as compared to the United States and these securities laws provide significantly less protection to investors; and

 

  Cayman Islands companies may not have standing to sue before the federal courts of the United States.

 

Our constitutional documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated. Currently, substantially all of our operations are conducted outside the United States, and substantially all of our assets are located outside the United States. All of our officers are nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

 

We have appointed Law Debenture Corporate Services Inc., located at 801 2nd Avenue, Suite 403, New York, NY 10017, as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

 

Maples, our counsel as to Cayman Islands law, and Shanghai Rongbai Law Firm, our counsel as to PRC law, have advised us, respectively, that there is uncertainty as to whether the courts of the Cayman Islands and China, respectively, would:

 

  recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or

 

  entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

 

Maples has advised us that it is uncertain whether the courts of the Cayman Islands will allow shareholders of our company to originate actions in the Cayman Islands based upon securities laws of the United States. In addition, there is uncertainty with regard to Cayman Islands law related to whether a judgment obtained from the U.S. courts under civil liability provisions of U.S. securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. If such determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman Islands company, such as our company. As the courts of the Cayman Islands have yet to rule on making such a determination in relation to judgments obtained from U.S. courts under civil liability provisions of U.S. securities laws, it is uncertain whether such judgments would be enforceable in the Cayman Islands. Maples has further advised us that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, a judgment obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (a) is given by a foreign court of competent jurisdiction, (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (c) is final, (d) is not in respect of taxes, a fine or a penalty and (e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

 

53

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following management’s discussion and analysis of financial condition and results of operations contains forward-looking statements which involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. We assume no obligation to update forward-looking statements or the risk factors. You should read the following discussion in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus.

 

Overview

 

We are a “peer-to-peer” lending company in China providing a limited operating history as an internet lending information intermediary platform, or “peer-to-peer” lending company, in China that provides borrowers access to a wide variety of loan products. The loan products that we are arranging currently generally range from one month to twenty-four months and are either unsecured loans which are lent either based on a borrower’s creditworthiness and assessed repayment ability, or secured loans secured by automobiles and delinquent assets. Through our internet lending information intermediary platform, we connect individual lenders with individual and small business borrowers. We currently conduct our business operations exclusively in China.

 

Supported by its proprietary finance technology, we have developed the Zhizi risk control system, which is a comprehensive risk control system and entitles the Company to receive a Level III Certificate for Protection of State Information Security awarded by the PRC Ministry of Public Security, the highest level of recognition granted to non-bank institutions in the finance industry for stringent information security management and risk controls. Leveraging its advanced finance technology and innovative, reliable risk control procedures in serving borrowers and investors through its website and mobile applications, we provide efficient and effective solutions to address largely underserved personal financing and investment demands of the rapidly-growing middle class population in China.

 

Through our own marketing efforts including website, mobile phone application and offline channels, we acquire investors who are mainly comprised of salary earners and middle-class income families seeking attractive returns at their desired risk levels. Our lending information intermediary platform offers investors equal access to a portfolio of diverse investment products, mainly consisting of individual loan investment products and platform designed portfolio investment products. The minimum capital commitment required for loan investment products is RMB100, and currently the annual rates of return to investors are generally between 6.6% and 11%. As a result of the attractive returns, we gain an investor retention rate of 80%.

 

We acquire borrowers primarily through our online and offline cooperation with several partners in the peer-to-peer lending industry. The cooperation partners acquire borrowers from their online and offline sources and refer to our platform following their initial review processes. Borrowers are attracted to the loan products offered on our platform for their affordability, varieties and transparencies.

 

Since the launch of the platform in September 2014 through June 30, 2018, we have facilitated loans in the aggregate principal of RMB 19.8 billion, or $3.0 billion for over 2.2 million registered users. We generate revenues primarily from loan facilitation fees and loan management fees, each of which is charged to the borrowers. For the years ended December 31, 2017 and 2016, we generated revenues of $32,791,525 and $6,585,697, respectively. For the six months ended June 30, 2018 and 2017, we generated revenues of $18,417,483 and $11,803,997, respectively.

 

Prior to February 2017, used third-party payment companies as agents to administer funding and repayment activities among borrowers, investors, the asset platform and the funding platform and to perform fund settlement functions. In August 2016, the CBRC together with three other PRC regulatory agencies jointly issued “Interim Measures on Administration of Business Activities of Online Lending Information Intermediaries” (“Interim Measures”) The Interim Measures require all peer-to-peer (“P2P”) lending facilitation intermediary companies to centralize their lending fund transfer and settlement functions to only one commercial bank in order to achieve the separation between fund management which is handled by a commercial bank and transaction management for which the lending information facilitation platform is responsible. Pursuant to the new regulations, we entered into a cooperation agreement in May 2017 with Beijing Bank for it to provide the platform with all services related to the lending fund transfer and repayment.

 

54

 

To date, we have financed our operations primarily through cash flows from operations and proceeds from contribution from shareholders. As of December 31, 2017 and 2016, and June 30, 2018, we had cash and cash equivalents of $33,770,478, $3,468,461 and $20,829,340. We intend to grow our business primarily by:

  

Broaden borrower base and enhance market penetration through expanding cooperation relationships with industry partners;

 

Increase its platform transaction volume and user number through enhanced marketing efforts and product and service offerings;

 

Diversify platform investor base;

 

Enhance its risk management capabilities, and

 

Advance its cutting-edge finance technologies.

 

General Factors Affecting Our Results of Operations

 

We believe the key factors affecting our financial condition and results of operations include the following:

 

Supply and Demand for Consumer Credit in China

 

According to a Chinese news report, as of the end of 2015, P2P lending has reached RMB982.3 billion ($150 billion), which was four times the amount facilitated by P2P platforms in 2014 of RMB252.8 billion ($41 billion).

 

Despite the fast-evolving financial services industry landscape and rapid growth of online lending information intermediary platforms, individual and household consumptions in China are still underfinanced. Personal consumer loan balance to GDP ratio was merely 24.2% in 2014, compared to 77.5% for the United States during the same period. In spite of the relatively low ratio, personal consumer loan balance had reached RMB15.4 trillion ($2.4 trillion) by the end of 2014 and is expected to further grow to RMB37.4 trillion ($5.6 trillion) by the end of 2019, at an average annual growth rate of 19.5%. The expected rate of growth in personal consumer loans presents an immense growth potential for online lending information services providers. Meanwhile, P2P lending market condition has noticeably improved because of the new industry policies, regulations and administrative measures the government rolled out in 2016 through early 2018 aimed at cracking down on fraudulent bad players that had rocked the P2P lending sector and caused a series of fraud scandals. The new measures have reduced the number of online lending intermediary companies by erasing those noncompliant platforms from market participation which, in turn, benefit compliant companies. Today’s online lending information intermediary platforms are experiencing less and healthier competition which we expect to gain a bigger sector market share and optimal business growth.

 

On the investment front, individual and household investors as well as SME owners have accumulated an increased amount of personal disposal income over the years and are seeking investments with more attractive returns because of the net negative returns on bank deposits after inflation and other adjustments and disappointing performance of equity markets. They have become increasingly more accustomed to and active in investing through online lending information intermediary platforms that directly connect them with borrowers whose loans can generate attractive returns.

 

Competition

 

The current internet finance market in China is intensely competitive and Xiaotai competes with other loan and investment product providers, including online lending information platform industry peers. According to information from WangDaiZhiJia (shuju.wdzj.com), currently there are approximately 1,800 online platform financial services companies actively competing in the online. Xiaotai’s key competitors include Lufax (陆金所) and Yirendai (宜人贷).

 

In light of future growth potential for personal consumption and demand for favorable investment products, more internet, technology and financial services companies may enter the market and increase the level of competition. As an established online lending facilitation services provider, we believe that it has competitive advantages with respect to products, finance technologies and performance as compared to existing and potential competitors.

 

PRC Regulatory Environment

 

Due to the relatively short history of the online lending information intermediary service industry in China, the PRC government has yet to establish a comprehensive regulatory framework governing the industry. Before any industry-specific regulations were introduced in mid-2015, the PRC government simply relied on general and basic laws and regulations in governing the online lending information intermediary service industry, including the PRC Contract Law, the General Principles of the Civil Law of the PRC, and related judicial interpretations promulgated by the Supreme People’s Court.

 

In July 2015, the China Banking Regulatory Commission, or the CBRC, together with nine other PRC regulatory agencies jointly issued a series of policy measures applicable to the online lending information intermediary service industry titled the Guidelines on Promoting the Healthy Development of Online Finance Industry, or the Guidelines. The Guidelines formally introduced for the first time the regulatory framework and basic principles for administering the online lending information intermediary service industry in China.

 

55

  

Based on the core principles of the Guidelines, in August 2016, the CBRC together with three other PRC regulatory agencies jointly issued Interim Measures on Administration of Business Activities of Online Lending Information Intermediaries, or the Interim Measures. According to the Interim Measures, the maximum loan balance at any given time for an individual or business enterprise shall be not more than RMB 200,000 and RMB 1,000,000, respectively, borrowed from a single internet lending information intermediary platform and not more than RMB 1 million for an individual or RMB 5 million for business enterprise, respectively, in total from all platforms. Furthermore, the Interim Measures require online lending information intermediaries and their branches that propose to carry out the online lending information intermediary services to file a record with the local financial regulatory department at the place where it is registered within ten business days after obtaining the business license. Local financial regulatory departments have the power to assess and classify the online lending information intermediaries which have filed a record, and to publicize the record-filing information and the classification results on their official websites. An online lending information intermediary must apply for appropriate telecommunication business license in accordance with the relevant requirements of telecommunication authorities subsequent to completion of the filing and is required to explicitly identify itself as an online lending information intermediary in its business scope.

 

Pursuant to the Guideline of CBRC on Risk Prevention and Control in Banking Industry promulgated by CBRC on April 7, 2017, the promotion for the special risk rectification for internet lending platform (or the “P2P”) shall be continued. Internet lending intermediaries shall not market the borrowers who do not have the repayment ability and they are also prohibited to provide Internet loan services to university students who are under the age of 18.

 

Furthermore, a Notification for Further Strengthening on Administration for Campus Loans was issued by CBRC, Ministry of Education of the PRC and Ministry of Human Resources and Social Security of the PRC on May 27, 2017 stipulated that all Campus loans business conducted by internet lending platform shall be suspended.

 

To comply with existing laws, rules and regulations relating to the online lending information intermediary service industry, we have implemented various policies and procedures and has achieved considerable results. As of this date, we have not been subject to any material fines or penalties under any PRC laws, rules or regulations including those governing the online lending information intermediary service industry in China.

 

Key Operating Metrics

 

Our management regularly reviews a number of metrics to evaluate our business, measure our performance, identify trends, formulate financial projections and make strategic decisions. The main metrics we consider, and are results for each half year during the period from January 1, 2016 through June 30, 2018 and 2017, are set forth in the table below.

 

   For the six months ended 
   June 30,
2018
   December 31, 2017   June 30,
2017
   December 31, 2016   June 30,
2016
 
Loan Volume  $1,213,985,867   $770,200,363   $453,379,581   $233,474,100   $164,139,970 
Number of facilitated loans   335,715    158,274    86,505    13,447    11,213 
Average loan volume  $3,617   $4,866   $5,241   $17,363   $14,638 
Number of borrowers   163,672    80,590    61,788    4,423    4,763 
Number of new borrowers   151,385    80,447    59,935    4,418    4,188 
Re-borrowing rate of existing borrowers   7.51%   0.18%   3.00%   0.11%   12.07%
Number of investors   54,451    32,408    80,511    51,860    83,302 
Number of new investors   39,793    29,677    59,286    51,828    80,504 
Reinvestment rate of existing investors   26.92%   8.43%   26.36%   0.06%   3.36%

 

We witnessed a year-over-year loan volume growth rate of 203% since the inception of our business through June 30, 2018. The fast growing peer-to-peer business is attributable to our effective customer acquisition through our cooperation with industry partners and our offering of a wide variety of loan products on our platform. We believe that loan volume will continue to increase as our business grows. On the other hand, the average loan volume decreased year by year, as a result of our optimization of loan portfolio from automobile secured loans before December 31, 2016 to unsecured credit loans thereafter. The principal of automobile secured loans is generally higher than unsecured credit loans. In addition, given the restrictions by the Interim Measure on the loan balance given to individuals and business enterprises and changes of business model from credit partners to direct loans to individuals and small company borrowers since September 2017, the average loan volume continued to decrease over the years.

 

We invest in expansion of borrowers by marketing and promotion activities since 2017 and we increased such investments to survive under the tough industry environment since February 2018. As a result, the number of borrowers increased by 57,365, or 1297% for the six months ended June 30, 2017 as compared with the six months ended December 31, 2016, and by 83,082, or 103% for the six months ended June 30, 2018 as compared with the six months ended December 31, 2017. Since September 2017, we started to change our business model from loan through credit partners to direct loans to individual and small company borrowers, which contributes to the increase of borrowers by 18,802, or 30% for the six months ended December 31, 2017 as compared with the six months ended June 30, 2017. We expect the number of borrowers will continue to increase as our business grows.

 

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Our re-borrowing rate decreased to bottom for the six months ended December 31, 2017 as we changed our business model from loan through credit partners to direct loans to individual and small company borrowers due to the P2P Measures. As the loan term of automobile secured loans was generally reduced and the Company switched to the credit loans, the Company attracts new customers. As a result, our re-borrowing rate for the six months ended December 31, 2016 was rather low at 0.11%. With the increasing promotion activities and increasing company credibility among borrowers, our re-borrowing rate increased from 3% for the six months ended June 30, 2017 to 7.51% for the six months ended June 30, 2018. We believe that the loans we facilitate are simple and quality credit products that make it easy for borrowers to budget their repayment obligations and meet their financial needs.

 

With the intention to reduce the automobile secured loan services, the Company witnessed a decrease of new investors during the six months ended December 31, 2016 as compared with the six months ended June 30, 2016. The number of new investors decreased since January 1, 2017 through June 30, 2018. This is mainly affected by both the Company’s strategy to attract and retain investors who have a higher loyalty and the downward macroeconomic environment which drive the investors to a more cautious investment portfolio.

 

We expect reinvestment rates to fluctuate, as they have to date, because lenders often seek different opportunities in the market in ways that are difficult to predict. Our reinvestment rate of existing lenders increased during the six months ended June 30, 2018 as we expanded our investments in promotion activities to retain the existing investors.

 

The above data and narrative disclosure may not accurately predict our future results, especially since we have a limited operating history. Our historical performance is based on a very limited amount of time. Furthermore, during such time, we adjusted our business model in order to comply with new regulations. In addition, as our business grows in the future, we cannot be certain as to whether or not historical trends will continue.

 

We have adopted a sales and marketing strategy aimed at enhancing our profile in the marketplace lending industry and the credit industry as a whole. We acquire borrowers principally through referrals from its cooperation partners in the industry. We acquire investors through both online and offline channels. We market the loan investment opportunities through its website and mobile applications. We also advertise the platform services through offline channels and cooperation with industry peers. Among others, we use special promotion plans to attract new investors and new investment funds of the existing investors to its platform. Such special promotions may include gift certificates, seniority-based membership services, or special investment opportunities tailored to certain members. These promotions have been very popular among investors.

 

Our management reviews key metrics relating to acquisitions of investors and borrowers and adjust our investor and borrower acquisition strategies accordingly. The average acquisition costs for each half year since January 1, 2016 are set forth in the table below.

 

   For the six months ended 
   June 30,
2018
   December 31, 2017   June 30,
2017
   December 31, 2016   June 30,
2016
 
Average acquisition cost  $12.72   $6.11   $3.61   $3.78   $0.52 

 

The average acquisition cost increased from $3.78 per person for the six months ended December 31, 2016 to $12.72 per person for the six months ended June 30, 2018, and we expect such cost may decrease as we well survived in the tough industry environment. Since January 2017, we invest efforts in marketing and promotion activities in expansion our borrower and investor bases. As a result, the average acquisition cost since then has been substantially higher as compared to prior half years.

 

57

 

Results of Operations

 

The following table sets forth a summary of our consolidated results of operations for the years ended December 31, 2017 and 2016. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The results of operations in any period are not necessarily indicative of our future trends.

 

   For the Years Ended
December 31,
   Changes in 
   2017   2016   Amount   Percentage 
Operating Revenues                
Revenues – third parties  $31,148,018   $5,674,320   $25,473,698    449%
Revenues – related parties   1,643,507    911,377    732,130    80%
    -    -    -       
Total Operating Revenues   32,791,525    6,585,697    26,205,828    398%
                     
Operating Expenses                    
Origination and servicing expenses   (2,134,709)   (1,204,843)   (929,866)   77%
Selling expenses   (7,754,211)   (6,268,198)   (1,486,013)   24%
General and administrative expenses   (2,591,691)   (3,122,480)   530,789    -17%
Research and development expenses   (1,045,268)   (251,924)   (793,344)   315%
                     
Total Operating Expenses   (13,525,879)   (10,847,445)   (2,678,434)   25%
                     
Income (Loss) from Operations   19,265,646    (4,261,748)   23,527,394    -552%
                     
Other Income (expenses)                    
Interest income   23,173    1,821    21,352    1173%
Other expenses, net   (175,908)   (299,237)   123,329    -41%
                     
Total other (expenses) income, net   (152,735)   (297,416)   144,681    -49%
                     
Income (Loss) Before Income Taxes   19,112,911    (4,559,164)   23,672,075    -519%
                     
Income tax (expenses) benefit   (4,264,155)   188,489    (4,452,644)   -2362%
                     
Net Income (Loss) from continuing operations   14,848,756    (4,370,675)   19,219,431    -440%
                     
Net Loss from discontinued operation   (3,536,532)   (2,075,811)   (1,460,721)   70%
                     
Net Income (Loss)  $11,312,224   $(6,446,486)  $17,758,710    -275%

 

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Revenues

 

We generated revenues primarily from transaction fees and management from borrowers and service fees from investors by providing services in matching investors with borrowers on our platform. The following table sets forth the breakdown of our operating revenues for the periods presented:

 

   For the Years Ended
December 31,
   Changes in 
   2017   2016   Amount   Percentage 
                 
Transaction fees  $7,895,140   $2,477,125   $5,418,015    219%
Management fees   15,280,020    2,439,355    12,840,665    526%
Service fees   4,250,604    613,605    3,636,999    593%
Intermediary fee   5,380,245    982,365    4,397,880    448%
Other revenue   177,652    80,411    97,241    121%
Sales tax   (192,136)   (7,164)   (184,972)   2582%
   $32,791,525   $6,585,697   $26,205,828    398%

 

Transaction Fees

 

Transaction fees are paid by borrowers to the Company for the work the Company performs through its platform. These fees are recognized as a component of operating revenue at the time of loan issuance. The amount of these fees is based upon the loan amount and other terms of the loan, including credit grade, maturity and other factors. These fees are non-refundable upon the issuance of loan.

 

For each loan facilitated on our platform, we charge a transaction fee to the borrower at certain percentage of the loan principal in relation to the work we perform through our platform in connecting borrowers with investors and facilitating the origination of loan transactions. The rate of the transaction fees varies depending on the type, pricing and term of the underlying loan. Currently, rates of transaction fees range from 6.0% to 11.0% for our standard loan products.

 

Transaction fees increased significantly by 219% from $2.5 million for the year ended December 31, 2016 to $7.9 million for the year ended December 31, 2017. The increase was in line with the substantial increase in the total origination amount of loans facilitated through our platform, which increased by 208% from approximately $398 million for the year ended December 31, 2016 to $1.2 billion for the year ended December 31, 2017. The increase in the loan origination amount was primarily driven by the efforts in expanding customer base. The average rate of transaction fees charged to borrowers was 0.6% and 0.6% for the years ended December 31, 2017 and 2016.

 

Management Fees

 

Loan borrowers pay a management fee on each loan payment to compensate us for services provided in connection with facilitation of the loan transactions, including review of a borrower’s application with required supporting documentation, evaluation of such borrower’s credit, assessing and verification of collaterals as well as the maintenance of profiles in our system. The Company records management fees as a component of operating revenue for services provided during the loan period. The amount of these fees is based upon the loan amount and other terms of the loan, including credit grade, maturity and other factors. These fees are non-refundable upon the issuance of loan.

 

Management fees are charged to borrowers in relation to services we provide after loan origination, such as repayment facilitation and loan collection. The management fee was charged on a monthly rate with the average management fee as a percentage of the initial principal at 0.23% per months before September 2017 and 0.3% per month thereafter.

 

Management fees increased significantly by 526% from $2.4 million for the year ended December 31, 2016 to $15.3 million for the year ended December 31, 2017. The increase was primarily attributable to the substantial increase in the total origination amount of loans facilitated through our platform, which increased by 208% from approximately $398 million for the year ended December 31, 2016 to $1.2 billion for the year ended December 31, 2017 and increase of management fee rate by 30% charged of borrowers. The increase in the loan origination amount was primarily driven by the efforts in expanding customer base. The average rate of transaction fees charged to borrowers was 1.2% and 0.6% for the years ended December 31, 2017 and 2016. The increased average rate was mainly due to an increase of 25% in management fee rate as a percentage of the initial principal since September 2017, and substantially increase of loan volume in the fourth quarter of 2017.

 

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Service Fees

 

The Company charges investors a service fee on their actual investment return. The Company generally receives the service fees upon the investors receiving their investment return. The Company recognizes the revenue when loan was repaid and investor received their investment income. Service fee charged to investors is equal to 10% of the interest that investors receive, and is paid at the time of each interest payment.

 

Service fees increased significantly by 593% from $0.6 million for the year ended December 31, 2016 to $4.3 million for the year ended December 31, 2017. The increase was primarily attributable to the combined effects of substantial increase by 208% in the total origination amount of loans facilitated through our platform and increase of service fee rate charged of investors for the year ended December 31, 2017 as unsecured credit loans launched during the year were higher risky than automobile secured loans which were mainly lent for the year ended December 31, 2016.

 

Intermediary Fees

 

Before the launch of P2P Measure, the lending platform charges higher borrowing rate from borrowers than investment return rate offered to investors. As such, the Company earned intermediary fees from the gap of the interest rate. The Company recognizes the revenue when loan was repaid from the borrowers to investors. Since February 2018, the Company suspended such business as restricted by P2P Measure.

 

Intermediary fees are earned from the gap between the borrowing rate charged of borrowers and investment return rate offered to the investors and is earned at the time of each interest payment. The Company conducted such business since September 2016 and suspended the business since February 2018 as restricted by the newly promulgated regulations of the marketplace lending industry. As result, we witnessed a substantial increase by 448% in intermediary fees from the year ended December 31, 2016 to the year ended December 31, 2017.

 

Sales Taxes

 

Sales Taxes: Transaction fee and management fee that are earned and received in the PRC are subject to a Chinese value-added tax (“VAT”) at a rate of 3% prior to March 2017 (6% starting in April 2017) of the gross proceed or at a rate approved by the Chinese local government. Transaction fees and management fees that are earned and received in the PRC are also subject to various miscellaneous sales taxes at a rate of 7% of the VAT. VAT and miscellaneous sales taxes are accounted for as reduction of revenue.

 

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Origination and servicing expenses

 

Origination and servicing expenses primarily consist of fee charges from the third party platform providers on each deposit made by the lenders into their respective fund accounts held by the third party platform fund accounts, and salaries and benefits of employees who facilitate loan origination, perform risk pricing, debt-collection service, customer service, data processing and data analysis.

 

Origination and servicing expenses increased by $0.9 million, or 77%, from $1.2 million for the year ended December 31, 2016 to $2.1 million for the year ended December 31, 2017. The origination and servicing expenses as a percentage of revenues was 7% and 18% for the years ended December 31, 2017 and 2016, respectively. The decrease of the percentage is mainly caused by decrease of financial institution charge rate from 0.25% before February 2017 to 0.1% thereafter as a result of our introduction of more third party payment platforms since February 2017.

 

Selling expenses

 

Selling expenses consist primarily of marketing and promotion expenses.

 

Selling expenses increased by $1.5 million, or 24%, from $6.3 million for the year ended December 31, 2016 to $7.8 million for the year ended December 31, 2017. The increase was primarily due to the increase of $1.1 million in marketing and promotion expenses associated with online borrower acquisition, which climbed from $5.9 million for the year ended December 31, 2016 to $7.0 million for the year ended December 31, 2017. The increase in marketing and promotion expenses helps to bring in 140,382 new borrowers. To a lesser extent, the increase in the selling expense was attributable to increase of $0.2 million or 67% in payroll and welfare expenses to accommodate increased number of sales persons.

 

General and administrative expenses

 

General and administrative expenses consist primarily of salaries and benefits expenses for our supporting departments, and outside professional services fees and facilities expenses.

 

General and administrative expenses decreased by $0.5 million, or 17%, from $3.1 million for the year ended December 31, 2016 to $2.6 million for the year ended December 31, 2017. The decrease was primarily due to the decrease of payroll and social welfare expenses by $0.5 million which is in line with decreased headcount.

 

Income tax (expenses) benefits

 

We had income tax expenses of $4.3 million for the year ended December 31, 2017, as compared with income tax benefits of $0.2 million for the year ended December 31, 2016. For the year ended December 31, 2016, the Company had unutilized operating losses carryforwards which led to income tax benefits for the related period. While for the year ended December 31, 2017, the Company made a net income and incurred income tax expenses after utilizing the operating losses carryforwards.

 

Net income/(loss)

 

As a result of the foregoing, our net loss changed from $6.4 million for the year ended December 31, 2016 to a net income of $11.3 million for the year ended December 31, 2017.

 

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Results of Operations

 

The following table sets forth a summary of our consolidated results of operations for the six months ended June 30, 2018 and 2017. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The results of operations in any period are not necessarily indicative of our future trends.

 

   For the Six Months Ended
June 30,
   Changes in 
   2018   2017   Amount   Percentage 
Operating Revenues                
Revenues – third parties  $16,684,456   $11,475,164   $5,209,292    45%
Revenues – related parties   1,733,027    328,833    1,404,194    427%
                     
Total Operating Revenues   18,417,483    11,803,997    6,613,486    56%
                     
Operating Expenses                    
Origination and servicing expenses   (876,689)   (1,133,671)   256,982    -23%
Selling expenses   (10,055,407)   (2,940,061)   (7,115,346)   242%
General and administrative expenses   (2,866,902)   (1,072,529)   (1,794,373)   167%
Research and development expenses   (1,022,436)   (471,898)   (550,538)   117%
                     
Total Operating Expenses   (14,821,434)   (5,618,159)   (9,203,275)   164%
                     
Income from Operations   3,596,049    6,185,838    (2,589,789)   -42%
                     
Other Income (expenses)                    
Interest income   139,679    752    138,927    18474%
Other expenses, net   (29,233)   (145,728)   116,495    -80%
                     
Total other (expenses) income, net   110,446    (144,976)   255,422    -176%
                     
Income Before Income Taxes   3,706,495    6,040,862    (2,334,367)   -39%
                     
Income tax (expenses) benefit   (907,250)   (1,053,393)   146,143)   -14%
                     
Net Income from continuing operations   2,799,245    4,987,469    (2,188,224)   -44%
                     
Net Loss from discontinued operation   -    (1,702,612)   1,702,612    -100%
                     
Net Income  $2,799,245   $3,284,857   $(485,612)   -15%

  

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Revenues

 

We generated revenues primarily from transaction fees and management from borrowers and service fees from investors by providing services in matching investors with borrowers on our platform. The following table sets forth the breakdown of our operating revenues for the periods presented:

 

   For the Six Months Ended
June 30,
   Changes in 
   2018   2017   Amount   Percentage 
                 
Transaction fees  $6,396,826   $2,860,432   $3,536,394    124%
Management fees   8,692,107    5,049,460    3,642,647    72%
Service fees   2,880,089    1,303,923    1,576,166    121%
Intermediary fee   498,497    2,602,534    (2,104,037)   -81%
Other revenue   99,197    53,748    45,449    85%
Sales tax   (149,233)   (66,100)   (83,133)   126%
   $18,417,483   $11,803,997   $6,613,486    56%

 

Transaction Fees

 

Transaction fees are paid by borrowers to the Company for the work the Company performs through its platform. These fees are recognized as a component of operating revenue at the time of loan issuance. The amount of these fees is based upon the loan amount and other terms of the loan, including credit grade, maturity and other factors. These fees are non-refundable upon the issuance of loan.

 

For each loan facilitated on our platform, we charge a transaction fee to the borrower at certain percentage of the loan principal in relation to the work we perform through our platform in connecting borrowers with investors and facilitating the origination of loan transactions. The rate of the transaction fees varies depending on the type, pricing and term of the underlying loan. Currently, rates of transaction fees range from 6.0% to 11.0% for our standard loan products.

 

Transaction fees increased significantly by 124% from $2.9 million for the six months ended June 30, 2017 to $6.4 million for the six months ended June 30, 2018. The increase was in line with the substantial increase in the total origination amount of loans facilitated through our platform, which increased by 168% from approximately $453 million for the six months ended June 30, 2017 to $1.2 billion for the six months ended June 30, 2018. The increase in the loan origination amount was primarily driven by the efforts in expanding customer base. The average rate of transaction fees charged to borrowers was 0.5% and 0.6% for the three months ended June 30, 2018 and 2017.

 

Management Fees

 

Loan borrowers pay a management fee on each loan payment to compensate us for services provided in connection with facilitation of the loan transactions, including review of a borrower’s application with required supporting documentation, evaluation of such borrower’s credit, assessing and verification of collaterals as well as the maintenance of profiles in our system. The Company records management fees as a component of operating revenue for services provided during the loan period. The amount of these fees is based upon the loan amount and other terms of the loan, including credit grade, maturity and other factors. These fees are non-refundable upon the issuance of loan.

 

Management fees are charged to borrowers in relation to services we provide after loan origination, such as repayment facilitation and loan collection. The management fee was charged on a monthly rate with the average management fee as a percentage of the initial principal at 0.23% per months before September 2017 and 0.3% per month thereafter.

 

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Management fees increased significantly by 72% from $5.0 million for the six months ended June 30, 2017 to $8.7 million for the six months ended June 30, 2018. The increase was caused by net effect of the substantial increase in the total origination amount of loans facilitated through our platform, which increased by 168% from approximately $453 million for the six months ended June 30, 2017 to $1.2 billion for the six months ended June 30, 2018, netting off against the fact that the Company did not recognize the management fees of $3.6 million which is agreed to get repaid in installments beyond 12 months.

  

Service Fees

 

The Company charges investors a service fee on their actual investment return. The Company generally receives the service fees upon the investors receiving their investment return. The Company recognizes the revenue when loan was repaid and investor received their investment income.

 

Service fee charged to investors is equal to 10% of the interest that investors receive, and is paid at the time of each interest payment.

 

Service fees increased significantly by 121% from $1.3 million for the six months ended June 30, 2017 to $2.9 million for the six months ended June 30, 2018. The increase was due to the substantial increase by 168% in the total origination amount of loans facilitated through our platform for the six months ended June 30, 2018.

 

Intermediary Fees

 

Before the launch of P2P Measure, the lending platform charges higher borrowing rate from borrowers than investment return rate offered to investors. As such, the Company earned intermediary fees from the gap of the interest rate. The Company recognizes the revenue when loan was repaid from the borrowers to investors. Since February 2018, the Company suspended such business as restricted by P2P Measure.

 

Intermediary fees are earned from the gap between the borrowing rate charged of borrowers and investment return rate offered to the investors and is earned at the time of each interest payment. The Company conducted such business since September 2016 and suspended the business since February 2018 as restricted by the newly promulgated regulations of the marketplace lending industry. As result, we witnessed a decrease by 81% in intermediary fees from the six months ended June 30, 2017 to the six months ended June 30, 2018.

 

Sales Taxes

 

Transaction fee and management fee that are earned and received in the PRC are subject to a Chinese value-added tax (“VAT”) at a rate of 3% prior to March 2017 (6% starting in April 2017) of the gross proceed or at a rate approved by the Chinese local government. Transaction fees and management fees that are earned and received in the PRC are also subject to various miscellaneous sales taxes at a rate of 7% of the VAT. VAT and miscellaneous sales taxes are accounted for as reduction of revenue.

  

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Origination and servicing expenses

 

Origination and servicing expenses primarily consist of fee charges from the third party platform providers on each deposit made by the lenders into their respective fund accounts held by the third party platform fund accounts, and salaries and benefits of employees who facilitate loan origination, perform risk pricing, debt-collection service, customer service, data processing and data analysis.

 

Origination and servicing expenses decreased by $0.3 million, or 23%, from $1.1 million for the six months ended June 30, 2017 to $0.9 million for the six months ended June 30, 2018. The cost of revenues as a percentage of revenues was 5% and 10% for the six months ended June 30, 2018 and 2017, respectively. The decrease of the percentage is mainly caused by increased reinvestment rate of existing investors from 26.36% to 26.92% for relevant periods and thus less initial investment amount for the six months ended June 30, 2018 as compared to the same period ended June 30, 2017.

 

Selling expenses

 

Selling expenses consist primarily of marketing and promotion expenses.

 

Selling expenses increased by $7.2 million, or 242%, from $2.9 million for the six months ended June 30, 2017 to $10.1 million for the six months ended June 30, 2018. The increase was primarily due to the increase of $6.8 million in marketing and promotion expenses associated with online borrower acquisition, which climbed from $2.7 million for the six months ended June 30, 2017 to $9.5 million for the six months ended June 30, 2018. The sharp increase in marketing and promotion expenses was aimed to attract more borrowers and retain more existing investors so as the Company’s lending platform would survive in the tough industry environment for the first six months ended June 30, 2018. To a lesser extent, the increase in the selling expense was attributable to increase of $0.1 million or 29% in payroll and welfare expenses to accommodate increased number of sales persons.

 

General and administrative expenses

 

General and administrative expenses consist primarily of salaries and benefits expenses for our supporting departments, and outside professional services fees and facilities expenses.

 

General and administrative expenses increased by $1.8 million, or 167%, from $1.1 million for the six months ended June 30, 2017 to $2.9 million for the six months ended June 30, 2018. This is mainly caused the by the provision of a valuation allowance of $1.1 million on accounts receivable during the six months ended June 30, 2018.

 

Income tax (expenses) benefits

 

We had income tax expenses of $0.9 million for the six months ended June 30, 2018, as compared with income tax expenses of $1.1 million for the six months ended June 30, 2017. The increase was due to decreased profitability for the six months ended June 30, 2018, and the utilization of net operating losses brought forward for the six months ended June 30, 2017.

 

Net income

 

As a result of the foregoing, while our net income decreased from $3.3 million for the six months ended June 30, 2017 to a net income of $2.8 million for the six months ended June 30, 2018.

  

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Liquidity and Capital Resources

 

To date, we have financed our operations primarily through cash flows from operations and proceeds from contribution from shareholders.

 

We incurred losses from operations of $6,446,486 for the year ended December 31, 2016, and generated net income of $11,312,224, $2,799,245 and $3,284,857 for the year ended December 31, 2017 and for the six months ended June 30, 2018 and 2017, respectively. For the year ended December 31, 2017, we raised an aggregation of $9.26 million through capital contribution from a shareholder. As of December 31, 2017 and 2016, and June 30, 2018, we had cash and cash equivalents of $33,770,478, $3,468,461 and $20,829,340. We intend to continue to use these funds to grow our business primarily by:

 

Broaden borrower base and enhance market penetration through expanding cooperation relationships with industry partners;

 

Increase its platform transaction volume and user number through enhanced marketing efforts and product and service offerings;

 

Diversify platform investor base;

 

Enhance its risk management capabilities, and

 

Advance its cutting-edge finance technologies.

 

All of our revenue is denominated in RMB. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior SAFE approval as long as certain routine procedural requirements are fulfilled. Therefore, our PRC subsidiaries are allowed to pay dividends in foreign currencies to us without prior SAFE approval by following certain routine procedural requirements. However, current PRC regulations permit our PRC subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. Our PRC subsidiaries are required to set aside at least 10% of their after-tax profits after making up previous years’ accumulated losses each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of their registered capital. These reserves are not distributable as cash dividends. Furthermore, capital account transactions, which include foreign direct investment and loans, must be approved by and/or registered with SAFE and its local branches. See “Risk Factors—Risks Relating to Doing Business in China—We rely on dividends and other distributions on equity paid by our PRC subsidiary to fund any cash and financing requirements it may have, and any limitation on the ability of our PRC subsidiary and other consolidated entities to pay dividends, other distributions, repay debts or make inter-entity payments could affect our ability to distribute profits to our shareholders, including U.S. investors following the proposed Acquisition.”

 

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Cash Flows

 

The following table sets forth a summary of our cash flows for the periods presented:

 

   For the Years Ended
December 31,
   For the Six Months Ended
June 30,
 
   2017   2016   2018   2017 
           (unaudited)   (unaudited) 
Net Cash Provided by (Used in) Operating Activities  $30,139,205   $(3,547,861)  $(11,213,178)  $7,456,925 
Net Cash (Used in) Provided by Investing Activities   (5,194,331)   (562,795)   (1,643,390)   (225,271)
Net Cash Provided by Financing Activities   3,787,065    5,565,840    -    5,816,405 
Effect of Exchange Rate Changes on Cash   1,570,078    (254,996)   (84,570)   275,575 
Net Increase (Decrease) in Cash and Cash Equivalents  $30,302,017   $1,200,188   $(12,941,138)  $13,323,634 
Cash and Cash Equivalents at Beginning of Year/Period   3,468,461    2,268,273    33,770,478    3,468,461 
Cash and Cash Equivalents at End of Year/Period  $33,770,478   $3,468,461   $20,829,340   $16,792,095 

 

Operating Activities

 

Net cash provided by operating activities was approximately $30.1 million for the year ended December 31, 2017, which was attributable primarily to a net income of approximately $11.3 million, an approximate $16.2 million received from borrowers but yet to repay to investors, and an approximate $2.4 million income tax expense yet to be paid.

 

Net cash used in operating activities was approximately $3.5 million for the year ended December 31, 2016, which was attributable primarily to a net loss of approximately $6.4 million netting off against collection of an approximate $1.7 million from other current assets and advance receipts of $0.6 million from other current liabilities.

 

Net cash used in operating activities was approximately $11.2 million for the six months ended June 30, 2018, which was attributable primarily to a net income of approximately $2.8 million netting off against repayment of $8.8 million to investors, the amount of which was previously received from borrowers, a payment of income tax expense of $2.1 million and increased accounts receivable of $1.7 million as a result of delayed payment of management fee from borrowers.

 

Net cash provided by operating activities was approximately $7.5 million for the six months ended June 30, 2017, which was attributable primarily to a net income of approximately $3.3 million and an increase of $4.0 million in accrued and other current liabilities.

 

Investing Activities

 

 For the years ended December 31, 2017, we had net cash used in investing activities of $5.2 million which was primarily caused by the purchase of property and equipment and intangible assets of $0.5 million, investment in an equity investee of $0.4 million and loan disbursement to a third party of $4.3 million. For the year ended December 31, 2016, we had net cash used in investing activities of $0.6 million which was primarily attributable to the purchase of property and equipment and intangible assets of $0.8 million, netting off against proceeds from disposal of property and equipment of $0.3 million.

 

For the six months ended June 30, 2018, we had net cash used in investing activities of $1.6 million which was primarily attributable to a loan disbursement of $5.7 million to a related party and net cash payment of $0.7 million for transfer of assets and liabilities relating to discontinued operations, netting off against loan repayment of $4.6 million from a third party. For the six months ended June 30, 2017, we had net cash used in investing activities of $0.2 million which was primarily caused by purchase of property and equipment of $0.2 million.

 

Financing Activities

 

For the years ended December 31, 2017, we had net cash provided by financing activities of $3.8 million which was primarily the comprised of capital contribution of $9.3 million from a shareholder netting off against a repayment of $5.5 million to a third party. For the year ended December 31, 2016, we had net cash provided by financing activities of $5.6 million which was primarily attributable to cash raised from a third party.

 

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For the six months ended June 30, 2018, we did not generate any cash from financing activities. For the six months ended June 30, 2017, we had net cash provided by financing activities of $5.8 million which was primarily caused by capital contribution of $5.8 million from a shareholder.

 

Research and Development, Patents, and Licenses, etc.

 

Research and development expenses consist primarily of salaries and benefits expenses for engineering and product management teams, and outside contractors who work on the development and maintenance of our platform.

 

Our research and development expenses were $1,045,268 and $251,924 for the year ended December 31, 2017 and 2016, and $1,022,436 and $471,898 for the six months ended June 30, 2018 and 2017, respectively.

 

We are continued to commit to work on the development and maintenance in our platform as we are intended to promote more user friendly interface in our platform.

 

Trend Information

 

Other than as disclosed elsewhere in this Form 8K, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

 

Tabular Disclosure of Contractual Obligations

 

Commitments and Contingencies

 

From time to time, the Company may be subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity.

 

Operating Lease

 

During the year ended December 31, 2017, the Company entered into three lease agreements with one lessor. The lease term of the three lease agreements expire in January 2020. During the six months ended June 30, 2018, the Company entered into one lease agreement with another lessor, the lease term of the lease agreement expires in January 2020. The following table sets forth our contractual obligations as of June 30, 2018:

 

   Total   2019   2020   After 2020 
                     
Operating lease obligation  $500,223   $326,503   $173,720   $- 

 

Off-Balance Sheet Arrangements

 

We have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’ equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or that engages in leasing, hedging or research and development services with us 

 

Critical Accounting Policies

 

We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) disclosure of contingent assets and liabilities at the end of each reporting period and (iii) the reported amounts of revenues and expenses during each reporting period. We continually evaluate these estimates and assumptions based on historical experience, knowledge and assessment of current business and other conditions, expectations regarding the future based on available information and reasonable assumptions, which together form a basis for making judgments about matters not readily apparent from other sources. The use of estimates is an integral component of the financial reporting process, though actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We consider the policies discussed below to be critical to an understanding of our financial statements as their application places the most significant demands on the judgment of our management.

 

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Principles of consolidation

 

The consolidated financial statements include the accounts of our subsidiaries and VIEs. All intercompany transactions and balances are eliminated upon consolidation.

 

A subsidiary is an entity in which we, directly or indirectly, controls more than one half of the voting power or has the power to: govern the financial and operating policies; appoint or remove the majority of the members of the board of directors; cast a majority of votes at the meeting of the board of directors.

 

U.S. GAAP provides guidance on the identification of VIE and financial reporting for entities over which control is achieved through means other than voting interests. We evaluate each of its interests in an entity to determine whether or not the investee is a VIE and, if so, whether we are the primary beneficiary of such VIE. In determining whether we are the primary beneficiary, we consider if we (1) have power to direct the activities that most significantly affects the economic performance of the VIE, and (2) receive the economic benefits of the VIE that could be significant to the VIE. If deemed the primary beneficiary, we consolidate the VIE. We have determined that Xiaotai Zhejiang is a VIE subject to consolidation and Xiaotai Cayman is the primary beneficiary.

 

In the PRC, investment activities by foreign investors are principally governed by the Guidance Catalog of Industries for Foreign Investment, or the Catalog, which was promulgated and is amended from time to time by the PRC Ministry of Commerce, or MOFCOM, and the PRC National Development and Reform Commission, or NDRC. The Catalog divides industries into three categories: encouraged, restricted and prohibited. Industries not listed in the Catalog are generally open to foreign investment unless specifically restricted by other PRC regulations. However, the provision of conducting market surveys business by foreign-invested enterprises is currently restricted. Since we and Hangzhou Ruiran Technology Co., Ltd (“WFOE”) (its PRC subsidiary) are both considered as foreign investors or foreign invested enterprises under PRC law, we conduct the majority of our activities in PRC through our consolidated VIE, Xiaotai Zhejiang, in order to comply with the aforementioned regulations. As such, Xiaotai Zhejiang is controlled through contractual arrangements in lieu of direct equity ownership by us or any of its subsidiaries.

 

Such contractual arrangements are a series of five agreements (collectively the “Contractual Arrangements”) including a Technical Consultation and Services Agreement, a Business Cooperation Agreement, an Equity Option Agreements, a Pledge Agreement, and a Voting Rights Proxy and Financial Supporting Agreement. These contractual agreements obligate WFOE to absorb a majority of the risk of loss from Xiaotai Zhejiang’s activities and entitle WFOE to receive a majority of their residual returns. In essence, WFOE has gained effective control over Xiaotai Zhejiang. Therefore, we believe that Xiaotai Zhejiang should be considered as a Variable Interest Entity (“VIE”) under the Statement of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 “Consolidation”. Accordingly, the accounts of Xiaotai Zhejiang are consolidated with those of WFOE and ultimately are consolidated into those of Xiaotai Cayman.

 

Revenue recognition

 

Internet Lending Services

 

The Company engages primarily in operating an online consumer finance marketplace by providing an online platform which matches borrowers with investors. The Company’s platform provides investors with various loan products, including standard loan products, and consumer loan products. Investors may choose to subscribe to loan products based on the profiles of approved borrowers listed on the online platform. The Company determined that it is not the legal lender and legal borrower in the loan origination and repayment process. Therefore, the Company does not record loans receivable and payable arising from the loans between investors and borrowers on its marketplace. Revenue comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the Company’s activities and is recorded net of value-added tax (“VAT”). The two major deliverables provided are loan facilitation services which are recorded as transaction fees and post-facilitation services which are recorded as management fees. The Company also generates revenue from service fees upon the investors receiving their investment return. Revenues comprise the consideration received or receivable for the provision of services in the ordinary course of the business and are recorded net of value-added tax.

 

Consistent with the criteria of ASC 605 “Revenue Recognition” (“ASC 605”), the Company recognizes revenue when the following four revenue recognition criteria are met:

 

(i) Persuasive evidence of an arrangement exists;

 

(ii) Delivery has occurred or services have been provided;

 

(iii) The selling price is fixed or determinable; and

 

(iv) Collectability is reasonably assured.

 

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The Company considers the loan facilitation services and post-facilitation services as multiple deliverable arrangements. Although the Company does not sell these services separately, the Company determined that all deliverables have standalone value. Thus, all fees are allocated among loan facilitation services and post-facilitation services. The Company does not have vendor specific objective evidence of selling price for the loan facilitation service and the post-facilitation service because the Company does not provide these services separately. Third-party evidence of selling price does not exist either, as public information is not available regarding the amount of fees the Company’s competitors charge for these services. Since neither vendor-specific objective evidence nor third-party evidence is available, the Company generally uses its best estimate of selling prices of the different deliverables as the basis for allocation. When estimating the selling prices, the Company considers the cost related to such services, profit margin, customer demand, effect of competition on services, and other market factors. The fees allocated to loan facilitation is recognized as revenue upon execution of loan agreements between investors and borrowers; the fees allocated to post-origination services are deferred and amortized over the period of the loan on a straight line method, which approximates the pattern of when the underlying services are performed.

 

Borrowers — Borrowers are charged of transaction fees and management fees. 1) Transaction fees are paid by borrowers to the Company for the work performed through its platform. These fees are recognized as a component of operating revenue at the time of loan issuance. These fees are non-refundable upon the issuance of loan. 2) Management fees are paid by borrowers pay a management fee on each loan payment to compensate the Company for services provided during the loan period. The Company records management fees as a component of operating revenue on a monthly basis.

 

Investors — The Company charges investors a service fee on their actual investment return. The Company generally receives the service fees upon the investors receiving their investment return. The Company recognizes the revenue when loan was repaid and investor received their investment income.

 

Intermediary fees — Before the launch of P2P Measure, the lending platform charges higher borrowing rate from borrowers than investment return rate offered to investors. As such, the Company earned intermediary fees from the gap of the interest rate. The Company recognizes the revenue when loan was repaid from the borrowers to investors. Since February 2018, the Company suspended such business as restricted by P2P Measure.

 

Marketplace Services for Merchant Products

 

Revenues are generated primarily from merchandise sales, and marketplace services.

 

Revenues are recognized when the following four criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the selling price is fixed or determinable; and (4) collectability is reasonably assured. Sales allowances for returns, which reduce revenues, are estimated based on historical experience. Revenues are recorded net of value-added taxes, business taxes and surcharges.

 

In accordance with ASC 605-45, Revenue Recognition: Principal Agent Considerations , the Company considers several factors in determining whether the Company acts as the principal or as an agent in the arrangement of merchandise sales and provision of various related services and thus whether it is appropriate to record the revenue and the related cost of sales on a gross basis or record the net amount earned as service fees.

 

Merchandise Sales

 

Revenues are from merchandise sales when the Company acts as principal for the sales of brand products to end customers online through its own internet platforms and offline at the offline experience centers. Online sales include sales through the online shopping mall.

 

The Company considers as a principal for the following reasons: (1) the Company is the primary obligor and is responsible for the acceptability of the products and the fulfillment of the delivery services; (2) the Company is responsible to compensate end customers if the products are counterfeit or defective goods; (3) the Company also has latitude in establishing selling prices and selecting suppliers; (4) the Company assumes credit risks on receivables; and (5) the Company has legal ownership of the inventory and has significant inventory risks even for those inventory with payment deferred until the following month after the inventory is sold as it has physical loss risk after acceptance of all the goods purchased from suppliers. Accordingly, the Company considers as the principal in the arrangement with the end customers and record revenue earned from merchandise sales on a gross basis.

 

Marketplace services

 

Marketplace service revenue is generated through the internet platform. Marketplace service revenue refers to the commission fee earned by the Company when the Company acts as an agent for sales of vendors' goods. The Company recognizes the commission fee when the vendors’ goods are delivered to the customers.

 

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With respect to the marketplace service revenue, the Company does not have general inventory risk or latitude in establishing prices. Accordingly, the Company records the net amount as marketplace service fees earned.

 

Origination and servicing expenses

 

Origination and servicing expenses primarily consist of fee charges from the third party platform providers on each deposit made by the lenders into their respective fund accounts held by the third party platform fund accounts, and salaries and benefits of employees who facilitate loan origination, perform risk pricing, debt-collection service, customer service, data processing and data analysis

 

Incentive

 

In order to incentivize lenders, the Company provides incentives to lenders on our internet lending platform, who commit a certain amount of money for a period of time. During the relevant incentive program period, the Company set certain thresholds for the lenders to qualify for the cash incentive. When a qualified investment is made by a lender, the incentive payment is paid to the lender as a percentage of investment amount at the time of loan issuance as part of its investment to the specified loan that he/she has invested. The incentive expenses are recognized in our selling expenses in the accompanying consolidated statements of operations and comprehensive income (loss). These expenses amounted to $2,001,774 and $4,547,653 for the years ended December 31, 2017 and 2016 and $5,329,777 and $265,610 for the six months ended June 30, 2018 and 2017, respectively.

 

Allowance of doubtful accounts receivable

 

The allowance for accounts receivable is increased by charges to income and decreased by charge offs (net of recoveries). Recoveries represent subsequent collection of amounts previously charged-off.

 

The Company recognizes a charge-off when management determines that full repayment of the receivable is not probable. The primary factor in making that determination is the potential outcome of a lawsuit against the delinquent debtor. The Company will recognize a charge-off when the Company loses contact with the delinquent customer for more than six months or when the court rules against the Company to collect the outstanding balances.

 

Based on quantitative and qualitative assessment, the Company accrued doubtful allowance on accounts receivables in the following policy:

 

Allowance as a % of total accounts receivable

 

Overdue within 90 days   5%
Overdue between 91 days and 180 days   10%
Overdue between 181 days and 270 days   25%
Overdue between 271 days and 360 days   50%
Overdue between 361 days and 450 days   75%
Overdue over 450 days   100%

 

While management uses the best information available to make loan loss allowance evaluations, adjustments to the allowance may be necessary based on changes in economic and other conditions or changes in accounting guidance.

 

Income taxes

 

The Company accounts for income taxes in accordance with the U.S. GAAP for income taxes. Under the asset and liability method as required by this accounting standard, the recognition of deferred income tax liabilities and assets for the expected future tax consequences of temporary differences between the income tax basis and financial reporting basis of assets and liabilities. Provision for income taxes consists of taxes currently due plus deferred taxes.

 

The charge for taxation is based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

 

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis. Deferred tax assets are recognized to the extent that it is probable that taxable income to be utilized with prior net operating loss carried forward. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

 

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An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. The Company did not have unrecognized uncertain tax positions or any unrecognized liabilities, interest or penalties associated with unrecognized tax benefit as of June 30, 2018, December 31, 2018 and 2017. As of June 30, 2018, income tax returns for the tax years ended December 31, 2012 through December 31, 2017 remain open for statutory examination by PRC tax authorities.

 

Commitments and contingencies 

 

In the normal course of business, we are subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. We will recognize a liability for such contingency if we determine it is probable that a loss has occurred and a reasonable estimate of the loss can be made. We consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.

 

Quantitative and Qualitative Disclosures about Market Risks

 

Liquidity risk

 

We are exposed to liquidity risk, which is the risk that we will be unable to provide sufficient capital resources and liquidity to meet our commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, we will turn to other financial institutions to obtain short-term funding to meet the liquidity shortage.

 

Inflation risk

 

Since our inception, inflation in China has not materially affected our results of operations. According to the National Bureau of Statistics of China, the year-over-year percent changes in the consumer price index for December 31, 2016 and 2017 were increases of 1.6% and 2.1%, respectively. Although we have not been materially affected by inflation in the past, we may be affected if China experiences higher rates of inflation in the future.

 

Interest rate risk

 

Our exposure to interest rate risk primarily relates to the interest rate that our deposited cash can earn, on the other hand. Interest-earning instruments carry a degree of interest rate risk. We have not been exposed to material risks due to changes in interest rates. An increase, however, may raise the cost of any debt we incur in the future.

 

Foreign currency translation and transaction

 

Our operating transactions and assets and liabilities are mainly denominated in RMB. RMB is not freely convertible into foreign currencies for capital account transactions. The value of RMB against the U.S. dollar and other currencies is affected by, among other things, changes in China’s political and economic conditions and China’s foreign exchange policies. To date, we have not entered into any hedging tran