F-1 1 ea136503-f1_popculture.htm REGISTRATION STATEMENT

Filed with the Securities and Exchange Commission on March 2, 2021.

 Registration No. 333-[●]

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

Pop Culture Group Co., Ltd

(Exact name of registrant as specified in its charter)

 

Cayman Islands   7900   Not Applicable
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

 

Room 102, 23-1 Wanghai Road

Xiamen Software Park Phase 2

Siming District, Xiamen City, Fujian Province

The People’s Republic of China
+86-592-5968189

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

 

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
800-221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

With a Copy to:

 

Ying Li, Esq.

Guillaume de Sampigny, Esq.

Hunter Taubman Fischer & Li LLC
800 Third Avenue, Suite 2800
New York, NY 10022
212-530-2206

Fang Liu, Esq.

VCL Law LLP

1945 Old Gallows Road, Suite 630

Vienna, VA 22182

(703) 919-7285

 

Approximate date of commencement of proposed sale to the public: Promptly 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 standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

  

 

 

 

CALCULATION OF REGISTRATION FEE

  

Title of Each Class of Securities to Be Registered  Amount to
Be
Registered
   Proposed
Maximum
Offering
Price per
Share
   Proposed
Maximum
Aggregate
Offering
Price(1)
   Amount of
Registration
Fee
 
Class A ordinary shares, par value $0.001 per share (2)   6,900,000    6.00   $41,400,000   $4,516.74 
Underwriter warrants(3)                
Class A ordinary shares underlying the underwriter warrants(2)(4)      600,000    7.20   $4,320,000   $471.31 
Total   7,500,000       $45,720,000   $4,988.05 

 

(1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended (the “Securities Act”). Includes the offering price attributable to additional Class A ordinary shares issuable upon the exercise of the over-allotment option of Network 1 Financial Securities, Inc., as representative of the underwriters for the offering.
   
(2) In accordance with Rule 416, the registrant is also registering an indeterminate number of additional Class A ordinary shares that shall be issuable after the date hereof as a result of share splits, share dividends, or similar transactions.
   
(3) In accordance with Rule 457(g) under the Securities Act, because the registrant’s Class A ordinary shares underlying the underwriter warrants are registered hereby, no separate registration fee is required with respect to the warrants registered hereby.
   
(4) As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. The registrant will issue to Network 1 Financial Securities, Inc. warrants to purchase a number of Class A ordinary shares equal to 10% of the Class A ordinary shares sold in the offering, excluding any Class A Ordinary Shares sold as a result of the exercise of the underwriters’ over-allotment option. The exercise price of the underwriter warrants equals to 120% of the public offering price of the Class A ordinary shares offered hereby.

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

 

 

  

 

 

 

 The information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

 

SUBJECT TO COMPLETION 

PRELIMINARY PROSPECTUS DATED MARCH 2, 2021 

6,000,000 Class A Ordinary Shares 

 

 

Pop Culture Group Co., Ltd

 

This is an initial public offering of our Class A ordinary shares, par value $0.001 (“Class A Ordinary Shares”). Prior to this offering, there has been no public market for our Class A Ordinary Shares or Class B ordinary shares, par value $0.001 (“Class B Ordinary Shares”). We expect the initial public offering price of our Class A Ordinary Shares to be in the range of $4.00 to $6.00 per share. 

As the date of this prospectus, our authorized share capital is $50,000 divided into 44,000,000 Class A Ordinary Shares and 6,000,000 Class B Ordinary Shares. As of the date of this prospectus, we have 12,086,923 Class A Ordinary Shares and 5,763,077 Class B Ordinary Shares issued and outstanding, respectively. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder vote, each holder of Class A Ordinary Shares will be entitled to one vote per one Class A Ordinary Share and each holder of Class B Ordinary Shares will be entitled to seven votes per one Class B Ordinary Share. The Class A Ordinary Shares are not convertible into shares of any other class. The Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holder on a one-to-one basis. 

We have reserved the symbol “CPOP” for purposes of listing our Class A Ordinary Shares on the Nasdaq Global Market and plan to apply to list our Class A Ordinary Shares on the Nasdaq Global Market. It is a condition to the closing of this offering that our Class A Ordinary Shares qualify for listing on a national securities exchange. 

Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 9 to read about factors you should consider before buying our Class A Ordinary Shares. 

We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. Please read the disclosures beginning on page 5 of this prospectus for more information. 

Following the completion of this offering, our largest shareholder will beneficially own approximately 69.04% of the aggregate voting power of our issued and outstanding Class A and Class B Ordinary Shares as a group assuming no exercise of the underwriters’ over-allotment option, or approximately 68.00% assuming full exercise of the underwriters’ over-allotment option. As such, we will be deemed a “controlled company” under Nasdaq Listing Rules 5615(c). However, even if we are deemed as a “controlled company,” we do not intend to avail ourselves of the corporate governance exemptions afforded to a “controlled company” under the Nasdaq Listing Rules. See “Risk Factors” and “Management—Controlled Company.” 

   Per Share   Total Without
Over-Allotment
Option
   Total With
Over-Allotment
Option
 
Initial public offering price  $             $             $               
Underwriters’ discounts(1)  $    $    $  
Proceeds to our company before expenses(2)  $    $             $           

  

(1) Represents underwriting discounts equal to (i) 7% per share, which is the underwriting discount we have agreed to pay on investors in this offering introduced by the underwriters, and (ii) 4% per share, which is the underwriting discount we have agreed to pay on investors in this offering introduced by us. Underwriting discounts to be paid by us are calculated based on the assumption that no investors in this offering are introduced by us.

(2) In addition to the underwriting discounts listed above, we have agreed to issue, upon closing of this offering, warrants to Network 1 Financial Securities, Inc., as representative of the underwriters, exercisable for a period of three years after the date of commencement of sales of the offering, entitling the representative to purchase 10% of the total number of Class A Ordinary Shares sold in this offering (excluding any Class A Ordinary Shares sold as a result of the exercise of the underwriters’ over-allotment option) at a per share price equal to 120% of the public offering price (the “Underwriter Warrants”). The registration statement of which this prospectus is a part also covers the Underwriter Warrants and the Class A Ordinary Shares issuable upon the exercise thereof. See “Underwriting” for additional information regarding total underwriter compensation.

 

This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the Class A Ordinary Shares if any such Class A Ordinary Shares are taken. We have granted the underwriters an option for a period of 45 days after the closing of this offering to purchase up to 15% of the total number of the Class A Ordinary Shares to be offered by us pursuant to this offering (excluding Class A Ordinary Shares subject to this option), solely for the purpose of covering over-allotments, if any, at the public offering price less the underwriting discounts. If the underwriters exercise the option in full, the total underwriting discounts payable will be $2,415,000 assuming no investors in this offering are introduced by us and based on an assumed public offering price of $5.00 per Class A Ordinary Share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, and the total gross proceeds to us, before underwriting discounts and expenses, will be $32,085,000. 

 

The underwriters expect to deliver the Class A Ordinary Shares against payment on or about [●], 2021. 

Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

Prospectus dated [●], 2021

 

 

 

   

TABLE OF CONTENTS

 

  Page
PROSPECTUS SUMMARY 1
   
SUMMARY CONSOLIDATED FINANCIAL DATA 8
   
RISK FACTORS 9
   
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 39
   
ENFORCEABILITY OF CIVIL LIABILITIES 40
   
USE OF PROCEEDS 41
   
DIVIDEND POLICY 42
   
CAPITALIZATION 43
   
DILUTION 44
   
CORPORATE HISTORY AND STRUCTURE 45
   
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 49
   
INDUSTRY 61
   
BUSINESS 66
   
REGULATIONS 85
   
MANAGEMENT 95
   
PRINCIPAL SHAREHOLDERS 100
   
RELATED PARTY TRANSACTIONS 102
   
DESCRIPTION OF SHARE CAPITAL 103
   
SHARES ELIGIBLE FOR FUTURE SALE 121
   
MATERIAL INCOME TAX CONSIDERATION 123
   
UNDERWRITING 130
   
EXPENSES RELATING TO THIS OFFERING 137
   
LEGAL MATTERS 137
   
EXPERTS 137
   
WHERE YOU CAN FIND ADDITIONAL INFORMATION 137
   
INDEX TO FINANCIAL STATEMENTS F-1

  

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About this Prospectus

 

We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the Class A Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. For the avoidance of doubt, no offer or invitation to subscribe for Class A Ordinary Shares is made to the public in the Cayman Islands. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations, and prospects may have changed since that date.

 

Conventions that Apply to this Prospectus

 

Unless otherwise indicated or the context requires otherwise, references in this prospectus to:

 

 

“Affiliated Entities” are to our subsidiaries and Xiamen Pop Culture (defined below) and its subsidiaries;

 

  “China” or the “PRC” are to the People’s Republic of China, excluding Taiwan and the special administrative regions of Hong Kong and Macau for the purposes of this prospectus only;
     
  “Class A Ordinary Shares” are to Class A ordinary shares of Pop Culture Group (defined below), par value $0.001 per share;
     
  “Class B Ordinary Shares” are to Class B ordinary shares of Pop Culture Group, par value $0.001 per share;
     
  “Heliheng” are to Heliheng Culture Co., Ltd., a limited liability company organized under the laws of the PRC, which is wholly owned by Pop Culture HK;
     
  “Pop Culture Group” are to Pop Culture Group Co., Ltd, an exempted company limited by shares incorporated under the laws of Cayman Islands;
     
  “Pop Culture HK” are to Pop Culture (HK) Holding Limited, a Hong Kong corporation and wholly owned subsidiary of Pop Culture Group;
     
  “Renminbi” or “RMB” are to the legal currency of China;
     
  “U.S. dollars,” “$,” and “dollars” are to the legal currency of the United States;
     
  “VIE” are to variable interest entity;
     
  “we,” “us,” “our Company,” or the “Company” are to one or more of Pop Culture Group and its Affiliated Entities, as the case may be;
     
  “WFOE” are to wholly foreign-owned enterprise; and
     
  “Xiamen Pop Culture” or “our VIE” are to Xiamen Pop Culture Co., Ltd., a limited liability company organized under the laws of the PRC, which we control via a series of contractual arrangements among Heliheng, Xiamen Pop Culture, and the shareholders of Xiamen Pop Culture.

 

Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.

 

Our business is conducted by Xiamen Pop Culture, our VIE in the PRC, and its subsidiaries, using RMB. Our consolidated financial statements are presented in U.S. dollars. In this prospectus, we refer to assets, obligations, commitments, and liabilities in our consolidated financial statements in U.S. dollars. These dollar references are based on the exchange rate of RMB to U.S. dollars, determined as of a specific date or for a specific period. Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of U.S. dollars which may result in an increase or decrease in the amount of our obligations (expressed in dollars) and the value of our assets, including accounts receivable (expressed in dollars).

  

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PROSPECTUS SUMMARY

 

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our Class A Ordinary Shares, discussed under “Risk Factors,” before deciding whether to buy our Class A Ordinary Shares.

 

Overview

 

Through our services, we aim to promote hip-hop culture and its values of love, peace, unity, respect, and having fun, and to promote cultural exchange with respect to hip-hop between the United States and China. We do this mainly by delivering event experiences with significant hip-hop elements to the younger generation.

 

Our Company

 

With the values of hip-hop culture at our core and the younger generation as our primary target audience, we host entertainment events, operate hip-hop related online programs, and provide event planning and execution services and marketing services to corporate clients. We seek to create value for stakeholders in all parts of the hip-hop ecosystem, from fans to artists, corporate clients, and sponsors.

 

We have in recent years focused on developing and hosting our own hip-hop events. We own an extensive portfolio of intellectual property rights related to hip-hop events, including a stage play, three dance competitions or events, two cultural and musical festivals, and two promotional parties that feature live hip-hop performances in karaoke bars or amusement parks to promote hip-hop culture, and we cooperate with music companies and artists to host various concerts in China; starting from March 2020, we have been developing and operating hip-hop related online programs (collectively, “Event Hosting”). Our concerts and hip-hop events generated an aggregate attendance of 122,000 and 127,930 during the fiscal years ended June 30, 2019 and 2020, respectively, and our online hip-hop programs had generated over 264 million views between March 2020 and January 31, 2021. We generate revenue from our Event Hosting business by providing sponsorship packages to advertisers in exchange for sponsorship fees and by selling tickets for those concerts. 

 

We help corporate clients with the design, logistics, and layout of events, coordinate and supervise the actual event set-up and implementation, and generate revenue through service fees (“Event Planning and Execution”). Our services feature significant hip-hop elements and cover each aspect of corporate and marketing events, including communication, planning, design, production, reception, execution, and analysis. During the fiscal years ended June 30, 2019 and 2020, we served 35 and 16 clients in 43 and 49 events, respectively.

 

We provide marketing services, including (i) brand promotion services, such as trademark and logo design, visual identity system design, brand positioning, brand personality design, and digital solutions, and (ii) other services, primarily advertisement distribution, to corporate clients for service fees (“Marketing”).

 

We believe that the main reason corporate clients hire us to plan and execute events and provide marketing services geared towards the younger generation is for our deep understanding of the taste and preferences of this generation.

 

For the fiscal years ended June 30, 2019 and 2020, we had total revenue of $19,031,766 and $15,688,080, and net income of $3,831,758 and $2,625,817, respectively. Revenue derived from the Event Hosting business accounted for 34% and 49% of our total revenue for those fiscal years, respectively. Revenue derived from the Event Planning and Execution business accounted for 52% and 35% of our total revenue for those fiscal years, respectively. Revenue derived from the Marketing business accounted for 14% and 16% of our total revenue for those fiscal years, respectively.

  

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Competitive Strengths

 

We believe that the following competitive strengths have contributed to our success and differentiated us from our competitors:

 

  an extensive portfolio of iconic hip-hop events;
     
  a deep understanding of the younger generation;
     
  a highly-recognized brand name in the hip-hop culture and street dance industries;
     
  a strong and loyal corporate client base; and
     
  an experienced management team able to leverage the capabilities of our organization.

 

Growth Strategies

 

We seek to be a leader in the promotion of hip-hop culture and its values in China, creating long-term value for fans, artists, corporate clients, and sponsors. Specially, we plan to implement the following strategies:

 

  develop and operate online content;
     
  expand and enhance our portfolio of concerts and hip-hop events;
     
  exploit revenue-generating opportunities for our hip-hop related intellectual property portfolio;
     
  develop and deepen relationships with corporate clients;
     
  attract and recruit highly-qualified professionals to join our team; and
     
  further enhance our brand recognition.

 

Summary of Risk Factors

 

Investing in our Class A Ordinary Shares involves significant risks. You should carefully consider all of the information in this prospectus before making an investment in our Class A Ordinary Shares. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully in the section titled “Risk Factors.”

 

Risks Related to Our Business

 

Risks and uncertainties related to our business include, but are not limited to, the following:

 

  we have in recent years shifted our focus to the Event Hosting business, which makes it difficult to predict our prospects and our business and financial performance;
     
  if we are unable to retain the existing clients for our Event Planning and Execution and Marketing businesses, our results of operations will be materially and adversely affected;
     
  a substantial portion of our revenue and accounts receivable are currently derived from a small number of customers. If any of these customers experiences a material business disruption, we would likely incur substantial losses of revenue;
     
  our financial condition, results of operations, and cash flows since February 2020 have been adversely affected by COVID-19;
     
  our success is tied to events generally and, in particular, to changes in popularity of hip-hop events on which we choose to focus;
     
  we depend on the success of live entertainment events, which are inherently susceptible to risks, and our exposure to such risks is potentially heightened as a result of the nature of entertainment events and the fan experiences we seek to create;
     
  We use third-party services in connection with our business, and any disruption to these services could result in a disruption to our business, negative publicity, and a slowdown in the growth of our customer base, materially and adversely affecting our business, financial condition, and results of operations; and
     
  our business depends on the continued success of our brands, and if we fail to maintain and enhance the recognition of our brands, we may face difficulty increasing our network of partners and clients, and our reputation and operating results may be harmed.

  

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Risks Related to Our Corporate Structure

 

We are also subject to risks and uncertainties related to our corporate structure, including, but are not limited to, the following:

 

  if the PRC government deems that the contractual arrangements in relation to our VIE do not comply with PRC regulatory restrictions on foreign investment in 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;
     
  our VIE Arrangements with Xiamen Pop Culture and the Xiamen Pop Culture Shareholders may not be effective in providing control over Xiamen Pop Culture;
     
  our VIE Arrangements are governed by the laws of the PRC and we may have difficulty in enforcing any rights we may have under these contractual arrangements;
     
  the Xiamen Pop Culture Shareholders have potential conflicts of interest with our company which may adversely affect our business and financial condition; and
     
  we rely on the approvals, certificates, and business licenses held by Xiamen Pop Culture and any deterioration of the relationship between Heliheng and Xiamen Pop Culture could materially and adversely affect our overall business operations.

 

Risks Relating to Doing Business in the PRC

 

We face risks and uncertainties relating to doing business in the PRC in general, including, but not limited to, the following:

 

  there are uncertainties under the Foreign Investment Law relating to the status of businesses in China controlled by foreign invested projects primarily through contractual arrangements, such as our business;
     
  changes in China’s economic, political, or social conditions or government policies could have a material adverse effect on our business and operations;
     
  uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protection available to you and us;
     
  PRC regulations relating to offshore investment activities 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;
     
  under the PRC Enterprise Income Tax Law, we may be classified as a PRC “resident enterprise” for PRC enterprise income tax purposes. Such classification would likely result in unfavorable tax consequences to us and our non-PRC shareholders and have a material adverse effect on our results of operations and the value of your investment; and
     
  there are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our PRC subsidiary, and dividends payable by our PRC subsidiary to our offshore subsidiaries may not qualify to enjoy certain treaty benefits.

 

Risks Relating to this Offering and the Trading Market

 

In addition to the risks described above, we are subject to general risks and uncertainties relating to this offering and the trading market, including, but not limited to, the following:

 

  there has been no public market for our Class A Ordinary Shares prior to this offering, and you may not be able to resell our Class A Ordinary Shares at or above the price you pay for them, or at all;
     
  the dual class structure of our ordinary shares has the effect of concentrating voting control with our chief executive officer and chairman, and his interests may not be aligned with the interests of our other shareholders; and
     
  We do not intend to pay dividends for the foreseeable future.

  

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Our Securities

 

Our authorized share capital is divided into Class A Ordinary Shares and Class B Ordinary Shares. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder vote, each holder of Class A Ordinary Shares will be entitled to one vote per one Class A Ordinary Share and each holder of Class B Ordinary Shares will be entitled to seven votes per one Class B Ordinary Share. Due to the Class B Ordinary Share’s voting power, the holders of Class B Ordinary Shares currently and may continue to have a concentration of voting power, which limits the holders of Class A Ordinary Shares’ ability to influence corporate matters. See “Risk Factors—Risks Relating to this Offering and the Trading Market—The dual class structure of our ordinary shares has the effect of concentrating voting control with our chief executive officer and chairman, and his interests may not be aligned with the interests of our other shareholders.” Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. See “Description of Share Capital.”

 

Unless the context requires otherwise, all references to the number of Class A Ordinary Shares and Class B Ordinary Shares to be outstanding after our initial public offering is based on 12,086,923 Class A Ordinary Shares and 5,763,077 Class B Ordinary Shares issued and outstanding as of the date of this prospectus.

 

Corporate Information

 

Our principal executive offices are located at Room 102, 23-1 Wanghai Road, Xiamen Software Park Phase 2, Siming District, Xiamen City, Fujian Province, the PRC, and our phone number is +86-0592-5968189. Our registered office in the Cayman Islands is located at 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands, and the phone number of our registered office is +1-3459498599. We maintain a corporate website at www.popinter.cn. The information contained in, or accessible from, our website or any other website does not constitute a part of this prospectus. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168.

 

Corporate Structure

 

We are a Cayman Islands exempted company incorporated on January 3, 2020. Exempted companies are Cayman Island companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act (Revised).

 

The following diagram illustrates our corporate structure upon completion of our initial public offering (“IPO”) based on a proposed number of 6,000,000 Class A Ordinary Shares being offered, assuming no exercise of the underwriters’ over-allotment option. For more details on our corporate history, please refer to “Corporate History and Structure.”

 

 

  

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Notes: All percentages reflect the voting ownership interests instead of the equity interests held by each of our shareholders given that each holder of Class B Ordinary Shares will be entitled to seven votes per one Class B Ordinary Share and each holder of Class A Ordinary Shares will be entitled to one vote per one Class A Ordinary Share.

 

  (1) Represents 5,763,077 Class B Ordinary Shares indirectly held by Zhuoqin Huang, the 100% owner of Joya Enterprises Limited, as of the date of this prospectus.

 

  (2) Represents an aggregate of 12,086,923 Class A Ordinary Shares held by 36 shareholders of Pop Culture Group, each one of which holds less than 5% of our voting ownership interests, as of the date of this prospectus.

 

  (3) As of the date of this prospectus, Xiamen Pop Culture is held by Zhuoqin Huang as to 61.58%, Weiyi Lin as to 10.02%, Rongdi Zhang as to 9.10%, Chunxiao Cui as to 6.11%, Xiayu Cui as to 6.11%, Junlong He as to 4.42%, Yu Huang as to 2.42%, Azhen Lin as to 0.12%, and Wuyang Chen as to 0.12%, respectively, together holding 100% of the shares. We refer to the above shareholders of Xiamen Pop Culture as the “Xiamen Pop Culture Shareholders.”

 

Implications of Our Being an “Emerging Growth Company”

 

As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the “JOBS Act.” An “emerging growth company” may take advantage of reduced reporting requirements that are otherwise applicable to larger public companies. In particular, as an emerging growth company, we:

 

  may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;
     
  are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives, which is commonly referred to as “compensation discussion and analysis”;
     
  are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;
     
  are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on frequency,” and “say-on-golden-parachute” votes);
     
  are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chief executive officer pay ratio disclosure;
     
  are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act; and
     
  will not be required to conduct an evaluation of our internal control over financial reporting until our second annual report on Form 20-F following the effectiveness of our initial public offering.

 

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

 

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions until we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an “emerging growth company” at the end of the fiscal year in which the fifth anniversary of our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”) occurred, if we have more than $1.07 billion in annual revenue, have more than $700 million in market value of our Class A Ordinary Share held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

 

5

 

 

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;
     
  for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;
     
  we are not required to provide the same level of disclosure on certain issues, such as executive compensation;
     
  we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;
     
  we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; and
     
  we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

 

6

 

 

THE OFFERING

 

Securities offered by us   6,000,000 Class A Ordinary Shares, or 6,900,000 Ordinary Shares if the underwriters exercise their over-allotment option in full
     
Price per Class A Ordinary Share   We currently estimate that the initial public offering price will be in the range of $4.00 to $6.00 per Class A Ordinary Share.
     
Class A Ordinary Shares outstanding prior to completion of this offering   12,086,923 Class A Ordinary Shares
     
Class A Ordinary Shares outstanding immediately after this offering  

18,086,923 Class A Ordinary Shares assuming no exercise of the underwriters’ over-allotment option and excluding 600,000 Class A Ordinary Shares underlying the Underwriter Warrants

 

18,986,923 Class A Ordinary Shares assuming full exercise of the underwriters’ over-allotment option and excluding 600,000 Class A Ordinary Shares underlying the Underwriter Warrants

     
Listing   We have applied to have our Class A Ordinary Shares listed on the Nasdaq Global Market.
     
Ticker symbol   “CPOP”
     
Transfer Agent   Transhare Corporation
     
Use of proceeds   We intend to use the proceeds from this offering to develop and operate online content, develop a street dance training business, create derivative works of our hip-hop intellectual properties, and develop our hip-hop events, and for working capital and other general corporate purposes. See “Use of Proceeds” on page 41 for more information.
     
Lock-up   All of our directors and officers and our shareholders owning [●]% or more of our Class A Ordinary Shares have agreed, subject to certain exceptions, not to sell, transfer, or dispose of, directly or indirectly, any of our Class A Ordinary Shares or securities convertible into or exercisable or exchangeable for our Class A Ordinary Shares for a period of 180 days after the date of this prospectus. See “Shares Eligible for Future Sale” and “Underwriting” for more information.
     
Risk factors   The Class A Ordinary Shares offered hereby involve a high degree of risk. You should read “Risk Factors,” beginning on page 9 for a discussion of factors to consider before deciding to invest in our Class A Ordinary Shares.
     
Voting rights  

Holders of Class A Ordinary Shares are entitled to one vote per one Class A Ordinary Share.

 

Holders of Class B Ordinary Shares are entitled to seven votes per one Class B Ordinary Share.

 

Holders of our Class A Ordinary Shares and Class B Ordinary Shares will generally vote together as a single class, unless otherwise required by law. Mr. Zhuoqin Huang, who after our initial public offering will control approximately 69.04% of the voting power of our outstanding ordinary shares assuming no exercise of the over-allotment option by the underwriters and approximately 68.00% of the voting power of our outstanding ordinary shares assuming full exercise of the over-allotment option by the underwriters, will have the ability to control the outcome of matters submitted to our shareholders for approval, including the election of our directors. See “Description of Share Capital.”

 

7

 

 

SUMMARY CONSOLIDATED FINANCIAL DATA

 

The following tables set forth selected historical statements of operations for the fiscal years ended June 30, 2019 and 2020, and balance sheet data as of June 30, 2019 and 2020, which have been derived from our audited financial statements for those periods. Our historical results are not necessarily indicative of the results that may be expected in the future. You should read this data together with our consolidated financial statements and related notes appearing elsewhere in this prospectus as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” appearing elsewhere in the prospectus.

 

Selected Statements of Operations Information:

 

   For the Fiscal Year
Ended
June 30,
2019
   For the Fiscal Year
Ended
June 30,
2020
 
Revenue  $19,031,766   $15,688,080 
Gross profit  $5,873,229   $4,529,233 
Operating expenses  $626,065   $1,367,086 
Income from operations  $5,247,164   $3,162,147 
Provision for Income taxes  $1,288,982   $457,005 
Net income (loss)  $3,831,758   $2,625,817 

 

Selected Balance Sheet Information: 

 

   As of
June 30,
2019
   As of
June 30,
2020
 
Current assets  $11,999,221   $20,523,757 
Total assets  $14,466,693   $22,903,772 
Current liabilities  $6,685,085   $8,988,972 
Total liabilities  $6,943,707   $9,178,966 
Total shareholders’ equity  $7,522,986   $13,724,806 

 

8

 

 

RISK FACTORS

 

An investment in our Class A Ordinary Shares involves a high degree of risk. Before deciding whether to invest in our Class A Ordinary Shares, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be materially and adversely affected, which could cause the trading price of our Class A Ordinary Shares to decline, resulting in a loss of all or part of your investment. The risks described below and discussed in other parts of this prospectus are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our Class A Ordinary Shares if you can bear the risk of loss of your entire investment.

 

Risks Related to Our Business

 

We have in recent years shifted our focus to the Event Hosting business, which makes it difficult to predict our prospects and our business and financial performance.

 

We have in recent years shifted our focus from providing event planning and execution services to developing and hosting our own hip-hop events. During the fiscal years ended June 30, 2019 and 2020, revenue from our Event Hosting business accounted for 34% and 49% of our total revenue, respectively. Our recent operation results in this business may not serve as an adequate basis for evaluating our prospect and operating results, including gross billings, net revenue, cash flows, and operating margins for the Event Hosting business. We have encountered, and may continue to encounter in the future, risks, challenges, and uncertainties associated with the development of our Event Hosting business, such as adapting to the fast-evolving hip-hop ecosystem, addressing regulatory compliance and uncertainty, engaging, training, and retaining high-quality employees, and improving and expanding our hip-hop intellectual property portfolio. If we do not manage these risks successfully, our operating and financial results may differ materially from our expectations and our business and financial performance may suffer.

 

If we are unable to retain the existing clients for our Event Planning and Execution and Marketing businesses, our results of operations will be materially and adversely affected.

 

We provide event planning and execution services and marketing services to corporate clients primarily pursuant to service agreements with typical terms ranging from one to six months but usually less than three months. These contracts may not be renewed or, if renewed, may not be renewed on the same or more favorable terms for us. We may not be able to accurately predict future trends in corporate client renewals, and our corporate clients’ renewal rates may decline or fluctuate due to factors such as level of satisfaction with our services and solutions and our fees and charges, as well as factors beyond our control, such as level of competition faced by our corporate clients, their level of success in marketing efforts, and their spending levels. In particular, some of our existing corporate clients, including Heng’an (China) Paper Industry Co., Ltd., Ab Inbev Sedrin Brewery Co., Ltd., and Xiamen Mastermind Advertising Co., Ltd., have been our clients for many years and we generated a significant portion of our revenue through services provided to them. If some of our existing corporate clients, in particular historic corporate clients, terminate or do not renew their business relationships with us, renew on less favorable terms or for fewer services and solutions, and we do not acquire replacement corporate clients or otherwise grow our corporate client base, our results of operations may be materially and adversely affected.

 

A substantial portion of our revenue and accounts receivable are currently derived from a small number of customers. If any of these customers experiences a material business disruption, we would likely incur substantial losses of revenue.

 

For the fiscal year ended June 30, 2019, three major customers, Heng’an (China) Paper Industry Co., Ltd., Guangzhou Taiji Advertising Co., Ltd., and Xiamen Many Idea Interactive Co., Ltd., accounted for approximately 12%, 11%, and 10% of our total revenue, respectively. For the fiscal year ended June 30, 2020, three major customers, Guangzhou Taiji Advertising Co., Ltd., Fujian Maibo Culture Communication Co., Ltd., and Xiamen Many Idea Interactive Co., Ltd., accounted for approximately 18%, 9%, and 9% of our total revenue, respectively. As of June 30, 2019, our top five customers accounted for approximately 58% of our net accounts receivable balance, with each customer representing 20%, 11%, 10%, 9%, and 8% of the net accounts receivable balance, respectively. As of June 30, 2020, our top five customers accounted for approximately 65% of our net accounts receivable balance, with each customer representing 21%, 15%, 10%, 10%, and 9% of the net accounts receivable balance, respectively. Our major customers may change as we adjust marketing strategies or business focus, and any material business disruption affecting our major customers or any decrease in sales to our major customers may negatively impact our operations and cash flows if we fail to increase our sales to other customers.

  

9

 

 

In our Event Hosting business, we primarily generate revenue from sponsorship. If we fail to attract more sponsors to our concerts, hip-hop events, and online hip-hop programs, or if sponsors are less willing to sponsor us, our revenue may be adversely affected.

 

We generate a growing portion of our revenue from sponsorship provided by advertisers in the Event Hosting business, which we expect to further develop and expand in the near future as viewership of our hip-hop event offerings expand. Our revenue from sponsorship mainly depends on the number and attractiveness of our concerts, hip-hop events, and online hip-hop programs, and partly depends on the continual development of offline advertising industry in China and advertisers’ willingness to allocate budgets to offline advertising in the hip-hop industry. In addition, companies that decide to advertise or promote their products or services may utilize online methods or channels, such as Internet portals or search engines, over sponsorship during our offline events. If the offline advertising and sponsorship market does not continue to grow, or if we are unable to capture and retain a sufficient share of that market, our ability to maintain and increase our current level of sponsorship revenue and our profitability and prospects may be materially and adversely affected.

 

Our financial condition, results of operations, and cash flows since February 2020 have been adversely affected by COVID-19.

 

In December 2019, COVID-19 was first identified in Wuhan, China. Less than four months later, on March 11, 2020, the World Health Organization declared COVID-19 a pandemic—the first pandemic caused by a coronavirus. The outbreak has reached more than 160 countries, resulting in the implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans, intended to control the spread of the virus. The Chinese government has ordered quarantines, travel restrictions, and the temporary closure of stores and facilities. Companies are also taking precautions, such as requiring employees to work remotely, imposing travel restrictions and temporarily closing businesses.

 

Since we primarily engage in the businesses of hosting events and providing services related to events, our results of operations and financial condition since February 2020 have been adversely affected by the spread of COVID-19 as the Chinese government has taken a number of actions, including extending the Chinese New Year holiday, encouraging employees of enterprises to work remotely from home, and cancelling public activities. In particular, between February and May 2020, all of the offline events we expected to host or plan and execute were suspended because governmental authorities imposed restrictions on large in-person gatherings and we also suffered a decrease in the Marketing business because of the sluggish demand for advertising or marketing activities, resulting in lower revenue and net income during the fiscal year ended June 30, 2020. We resumed our offline event planning and execution and event hosting in June 2020. Our collection of accounts receivable has also slowed down since February 2020. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Overview—COVID-19 Affecting Our Results of Operations.”

 

Although the COVID-19 outbreak seems to have been under relative control in China since May 2020, the COVID-19 outbreak may continue to materially and adversely affect our business operations and condition and operating results for 2021, including but not limited to material negative impact on our total revenue, slower collection of accounts receivable, and additional allowance for doubtful accounts. The extent to which COVID-19 impacts our results of operations during 2021 will depend on the future developments of the outbreak, including new information concerning the global severity of and actions taken to contain the outbreak, which are highly uncertain and unpredictable.

 

10

 

 

Our success is tied to events generally and, in particular, to changes in popularity of hip-hop events on which we choose to focus.

 

We are largely dependent on the continued popularity of corporate, marketing, and entertainment events in China generally and, in particular, the popularity of hip-hop events upon which we have chosen to focus. Changes in the popularity of hip-hop culture in China or in particular cities or regions in China could be influenced by competition from other forms of entertainment. A change in fans’ tastes, or a change in perception relating to hip-hop culture, could result in our hip-hop events becoming less popular or otherwise reduce the value of our hip-hop focused intellectual property portfolio. This, in turn, could reduce sponsorship or other advertising demand relating to our hip-hop events. Adverse developments or scandals relating to stars or key stakeholders in the hip-hop industry could affect our ability to monetize acquired rights or possibly recover investments we have made in the relationships with the rights owners, and to the extent that any such star or stakeholder is material to our revenue, could have a material adverse effect on our business, results of operations, or prospects.

 

We may be unable to maintain or enhance our portfolio of concerts, which is a key component of our growth strategy.

 

We own, or otherwise have contractual rights to, an extensive portfolio of concerts and hip-hop events from which we seek to generate revenue through sponsorships and ticket sales for those concerts and events. The portfolio of concerts is derived from our performance agreements with artists and music companies, which generally are for fixed terms and specific concerts. We are dependent upon relationships with these artists and music companies to maintain or obtain new rights. We have in the past been, and may in the future be, subject to risks that our partners in hosting concerts cease to work with us, develop their own service offerings instead of using ours, use alternative intermediaries for certain services, or fail to renew existing contracts on terms favorable to us, or at all, and to the extent that any such partner is material to our revenue, it could have a material adverse effect on our business, results of operations, or prospects.

 

The service agreements and performance agreements for our Event Planning and Execution and Event Hosting businesses impose numerous obligations on us.

 

In our Event Planning and Execution business and when hosting concerts in our Event Hosting business, we rely on contractual arrangements to provide a comprehensive suite of event-related services through our execution and marketing capabilities, and otherwise to obtain the right to host concerts we can then monetize.

 

The contracts with our clients and artists or music companies that underpin these arrangements are complex, come in a number of different forms and impose numerous obligations on us, including the obligations to:

 

  provide future payment obligations and minimum attendance guarantees for entertainment events;
     
  take adequate measures to monitor and prevent third parties from infringing or misusing intellectual property of our clients or partners;
     
  meet detailed and event specific minimum transmission, live coverage quality, host broadcaster, and media production requirements;
     
  maintain records of financial activities and grant clients or partners access to and rights to audit our records; and
     
  comply with certain security and technical specifications.

 

If we are unable to meet our obligations or if we breach any of the other terms of our contractual arrangements, we could be subject to monetary penalties and our rights under such arrangements could be terminated, or could be subject to other remedies including obligations to renegotiate terms. Any of the foregoing could have a material adverse effect on our business, results of operations, financial condition, or prospects.

 

11

 

  

We depend on the success of live entertainment events, which are inherently susceptible to risks, and our exposure to such risks is potentially heightened as a result of the nature of entertainment events and the fan experiences we seek to create.

 

Live entertainment events, and, in particular those involving large numbers of performers or fans, require significant logistical capabilities, including substantial resources for safety and security, and sufficient infrastructure, which can be complex, difficult to coordinate, and costly to have in place. Even where logistics and infrastructure have been appropriately planned for, public live events, including our owned events, involve risks that may be beyond our control or the control of the relevant organizer (if not us). Such risks may include terrorist attacks, gun violence, or other security threats, travel interruption or accidents, traffic incidents, weather-related interruptions, natural catastrophes, the spread of illness, equipment malfunction, labor strikes, or other disturbances. Any of these could result in personal injuries or deaths, canceled events, and other disruptions to events adversely affecting the success of the events or our ability to stage events in the future (such as if host cities or organizations choose not to partner with us given event-related risks). The realization of these risks could also otherwise impact the profitability of our events and we could also be exposed to liability or other losses for which we may not have insurance or suffer reputational harm.

 

We focus on creating memorable entertainment event experiences for fans and cultivating highly-engaged and dedicated communities of fans. As a result, factors adversely impacting the enjoyment of fans during our entertainment events, even relatively minor issues, such as adverse weather conditions or poorly functioning infrastructure, to the extent they become associated with, and undercut, our events or, more generally, our brands, could lead to declining popularity of our events in future periods. As we coordinate all aspects of these events, including executing the events on-site, and undertaking the many items in preparation for each event, poor execution could also lead to declining popularity of our events in the future. In addition, our events typically require us to obtain permits from the relevant host cities or municipalities, and restrictive permit conditions, poor delivery of services including those not directly under our control or cancellation of entertainment events could also harm our brands.

 

We use third-party services in connection with our business, and any disruption to these services could result in a disruption to our business, negative publicity, and a slowdown in the growth of our customer base, materially and adversely affecting our business, financial condition, and results of operations.

 

Our business depends on services provided by, and relationships with, various third parties, including advertising companies and media companies, among others. In particular, for the fiscal years ended June 30, 2019 and 2020, we purchased 14% and 16% of our third-party services from one major supplier, respectively. The failure of these parties to perform in compliance with our agreements may negatively impact our business.

 

In addition, if such third parties increase the prices of their services, fail to provide their services effectively, terminate their services or agreements, or discontinue their relationships with us, we could suffer service interruptions, reduced revenue, or increased costs, any of which may have a material adverse effect on our business, financial condition, and results of operations.

 

Our business could be harmed if the relationships on which we depend were to change adversely or terminate.

 

Some of our events involves an exhaustive check-list of items to be organized and coordinated among numerous parties. Therefore, good relationships with these parties are key to a successful event. In particular, for the successful operation and execution of our hip-hop events, we often are dependent on relationships with local authorities and government agencies, which provide us essential services that are integral to the success of the event, such as police and security services, traffic control, and assistance in obtaining the required approvals and permits. For the operation of many of our hip-hop events, we use third-party providers and may also rely on the support of volunteers. If we are unable to rely on providers or volunteers in our event operations, it could cause disruptions to our events or otherwise adversely impact our relationships with our community of fans. Any adverse changes in or termination of any of these relationships could have a material adverse effect on our business, results of operations, financial condition, or prospects.

 

Our business depends on the continued success of our brands, and if we fail to maintain and enhance the recognition of our brands, we may face difficulty increasing our network of partners and clients, and our reputation and operating results may be harmed.

 

We believe that market awareness of our brands, including , , and Hip Hop Master, have contributed significantly to the success of our business. Maintaining and enhancing our brands is critical to our efforts to increase our network of sponsors, clients, and fans.

 

Our ability to attract new sponsors, clients, and fans depends not only on investment in our brands, our marketing efforts, and the success of our sales force, but also on the perceived value of our services versus competing alternatives among our client base. In addition, a failure by our clients to distinguish between our brands and the different services provided by our competitors may result in a reduction in sales volume, revenue, and margins. If our marketing initiatives are not successful or become less effective, if we are unable to further enhance our brand recognition, or if we incur excessive marketing and promotion expenses, we may not be able to attract new clients successfully or efficiently, and our business and results of operations may be materially and adversely affected.

 

12

 

  

In addition, negative publicity about our business, shareholders, affiliates, directors, officers, and other employees, and the industry in which we operate, can harm the recognition of our brands. Negative publicity, regardless of merits, concerning the foregoing, could be related to a wide variety of matters, including but not limited to:

 

  alleged misconduct or other improper activities committed by our directors, officers, and other employees, including misrepresentation made by our employees to potential partners, clients, and fans during sales and marketing activities, and other fraudulent activities to artificially inflate the popularity of our service offerings;
     
  false or malicious allegations or rumors about us or our directors, shareholders, affiliates, officers, and other employees;
     
  complaints by fans, clients, sponsors, or partners about our events, services, sales, and marketing activities;
     
  security breaches of confidential partner, client, or employee information;
     
  employment-related claims relating to alleged employment discrimination, wage, and hour violations; and
     
  governmental and regulatory investigations or penalties resulting from our failure to comply with applicable laws and regulations.

 

In addition to traditional media, there has been an increasing use of social media platforms and similar devices in China, including instant messaging applications, social media websites, and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on instant messaging applications and social media platforms is virtually immediate as is its impact without affording us an opportunity for redress or correction. The opportunity for dissemination of information, including inaccurate information, is readily available. Information concerning our company, shareholders, affiliates, directors, officers, and other employees, may be posted on such platforms at any time. The risks associated with any such negative publicity or incorrect information cannot be completely eliminated by our strategies to maintain our brand and may materially harm the recognition of our brand, our reputation, business, financial condition, and results of operations.

 

We could be adversely affected by a failure to protect our intellectual property or the intellectual property of our partners.

 

We have significant intellectual property rights, in particular with respect to our event brands, such as , and related events, as well as our business brands, such as the Hip Hop Master brand. See also “—Our business depends on the continued success of our brands, and if we fail to maintain and enhance the recognition of our brands, we may face difficulty increasing our network of partners and clients, and our reputation and operating results may be harmed.” We regard our intellectual properties as critical to our success, and we depend, to a large extent, on our ability to develop and maintain our intellectual property rights. To do so, we rely upon a combination of trade secrets, confidential policies, nondisclosure, and other contractual arrangements and copyrights, software copyrights, trademarks, and other intellectual property laws. We also make use of the intellectual property rights from partners, such as artists and music companies, to monetize the concerts we host. Despite our efforts to protect our or our partners’ intellectual property rights, the steps we take in this regard might not be adequate to prevent, or deter, infringement or other misappropriation of our or our partners’ intellectual property by competitors, former employees, or other third parties.

 

Monitoring and preventing any unauthorized use of our or our partners’ intellectual property is difficult and costly, and any of our or our partners’ intellectual property rights could be challenged, invalidated, circumvented, or misappropriated, or such intellectual property may not be sufficient to provide us with competitive advantages. Litigation or proceedings before governmental authorities, or administrative and judicial bodies may be necessary to enforce our intellectual property rights and to determine the validity and scope of our rights. Our efforts to protect our intellectual property in such litigation and proceedings may be ineffective and could result in substantial costs and diversion of resources and management time, each of which could substantially harm our operating results. Any failure in protecting or enforcing our or our partners' intellectual property rights could have a material adverse effect on our business, results of operations, financial condition, or prospects.

 

13

 

  

Advertisements shown during our events may subject us to penalties and other administrative actions.

 

Under PRC advertising laws and regulations, we are obligated to monitor the advertising content shown during our events to ensure that such content is true, accurate, and in full compliance with applicable laws and regulations. In addition, where a special government review is required for specific types of advertisements prior to posting, such as advertisements relating to pharmaceuticals, medical instruments, agrochemicals, and veterinary pharmaceuticals, we are obligated to confirm that such review has been performed and approval has been obtained from competent governmental authority. To fulfill these monitoring functions, we include clauses in all of our service contracts requiring that all advertising content provided by advertising agencies and advertisers must comply with relevant laws and regulations. Under PRC law, we may have claims against advertising agencies and advertisers for all damages to us caused by their breach of such representations. Violation of these laws and regulations may subject us to penalties, including fines, confiscation of our advertising income, orders to cease dissemination of the advertisements, and orders to publish an announcement correcting the misleading information. In circumstances involving serious violations, such as posting a pharmaceutical product advertisement without approval, or posting an advertisement for fake pharmaceutical product, PRC governmental authorities may force us to terminate our advertising operation or revoke our licenses.

 

A majority of the advertisements shown during our events are provided to us by third parties. Although significant efforts have been made to ensure that the advertisements shown during our events are in full compliance with applicable laws and regulations, we cannot assure you that all the content contained in such advertisements is true and accurate as required by the advertising laws and regulations, especially given the large number of advertisements and the uncertainty in the application of these laws and regulations. The inability of our procedures to adequately and timely discover such evasions may subject us to regulatory penalties or administrative sanctions. Although we have not been subject to any penalties or administrative sanctions in the past for the advertisements shown during our events, if we are found to be in violation of applicable PRC advertising laws and regulations in the future, we may be subject to penalties and our reputation may be harmed, which may have a material and adverse effect on our business, financial condition, results of operations, and prospects.

 

The markets in which we operate are highly competitive.

 

In providing event planning and execution and marketing services, we seek to build strong connections, raise the value of services we provide, create effective communication platforms for brands, events, and organizations, and ultimately provide the vital link between events and consumers. We face competition in acquiring corporate clients. Notwithstanding prior relationships, corporate clients might choose alternative service providers. If we are unable to maintain current clients or acquire new clients, our ability to grow our business will be limited. In a competitive environment, we may lose existing business to our competitors or we may win less profitable business, including to the extent we may be required to lower the service fees we charge to our clients. In China, a number of companies have already engaged in event planning and execution and marketing services, and certain large companies, such as Alibaba, Tencent, and Baidu, are increasingly investing in entertainment businesses, including in hip-hop-related content and media channel development. In addition, our partners may expand their internal capabilities or otherwise integrate themselves vertically and more systematically, which could result in a reduction in opportunities available to us or otherwise lead to potential new competitors.

 

In the case of concerts, hip-hop events, and online hip-hop programs, we face competition principally from other hosts or creator of concerts, hip-hop events, and online hip-hop programs. The events, concerts, or online programs offered by other hosts may offer fans the ability to participate in events that represent or are perceived to represent better value for money than what we offer. We may face competition in cities or markets from competitors that have or are able to establish a more significant local presence than we can. In addition, we face competition from other entertainment and non-entertainment events that may be more attractive or appealing to potential fans.

  

14

 

  

Our results of operations are subject to seasonality and our financial performance in any one interim period is unlikely to be indicative of, or comparable to, our financial performance in subsequent interim periods.

 

Ultimately, we generate revenue from events, and these events occur at different times throughout the year. Most of our event-related revenue as well as event-related expenses are recognized in the month in which an event occurs. In particular for our Event Planning and Execution and Marketing businesses, revenue and direct expenses tend to be higher in the fourth quarter of our fiscal year given our event calendar. Over the course of the four quarters, fluctuations in gross profit shows a largely similar pattern to fluctuations in revenue. Our results of operations in our Event Hosting business tend to have less seasonal fluctuations compared to our other businesses. Comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance.

 

We may be unable to expand successfully into new cities or markets or expand within cities or markets in which we are already present.

 

We currently operate mainly in the coastal provinces of China. Expansion into new cities or markets or expansion within cities or markets in which we are already present could expose us to significant legal and regulatory challenges, political, and economic instability or other adverse consequences. Such expansion may require the building of new relationships with stakeholders, which may have different interests or standards than stakeholders for which our operations have otherwise been designed and for which we may have limited capabilities to leverage. Our lack of experience and operational expertise in these cities or markets could put us in a disadvantageous position relative to our competitors with more experience or capabilities to address the relevant challenges. These factors, among others, could cause our expansion into new cities or markets to be unsuccessful or less profitable than what we are otherwise able to achieve, could cause our operating costs to increase unexpectedly or our revenue to decrease, or, in general, could otherwise negatively affect our expansion ambitions.

 

We have grown rapidly and expect to continue to invest in our growth for the foreseeable future. If we fail to manage this growth effectively, the success of our business model will be compromised.

 

We have experienced rapid growth in recent years. Our rapid growth has placed, and will continue to place, a significant strain on our demand for effective planning and management processes, administrative and operating infrastructure, hip-hop event development, sales and marketing capacities, and other resources. Our ability to effectively implement our strategies and manage any significant growth of our business will depend on a number of factors, including our ability to: (i) effectively recruit, train, retain, and motivate a large number of new employees; (ii)  continue to improve our operational, financial, and management controls and efficiencies; (iii) improve hip-hop events to make them appealing to fans; (iv) maintain and improve our relationships with various stakeholders within our industry; (v) improve our sales and marketing efficiency; (vi) protect and further develop our intellectual property rights; and (vii) make sound business decisions in light of the scrutiny associated with operating as a public company. These activities require significant capital expenditures and investment of valuable management and financial resources, and our growth will continue to place significant demands on our management. There are no guarantees that we will be able to effectively manage any future growth in an efficient, cost-effective, and timely manner, or at all. Our growth in a relatively short period of time is not necessarily indicative of results that we may achieve in the future. If we do not effectively manage the growth of our business and operations, our reputation, results of operations, and overall business and prospects could be negatively impacted.

 

We may be unable to pursue strategic partnership, acquisitions, and investment opportunities to further complement our service offerings.

 

We may selectively partner with, invest in, or acquire companies that complement or enhance our existing operations as well as those that are strategically beneficial to our long-term goals, including opportunities that help broaden our corporate client base, expand our service offerings, and grow the number of our events. The costs of identifying and consummating partnerships, acquisitions, and investments may be significant, and we may not be able to find suitable opportunities at reasonable prices, or at all, in the future. Finding and consummating partnerships, acquisitions, or investments requires management time and effort, and finding and consummating such opportunities in new markets can be affected by availability of suitable targets and uncertain business cases in ways that pose greater risk than initiatives that target established markets. More broadly, opportunities in markets in which we have limited or no prior experience may pose a greater risk. Failure to further expand our service offerings through strategic partnerships, acquisitions, and investment opportunities could have a material adverse effect on our business, results of operations, financial condition, or prospects.

   

Failure to maintain the quality of customer services could harm our reputation and our ability to retain existing clients and attract new clients, which may materially and adversely affect our business, financial condition, and results of operations.

 

We depend on our customer service representatives to provide assistance to clients using our services. As such, the quality of customer services is critical to retaining our existing clients and attracting new clients. If our customer service representatives fail to satisfy clients’ individual needs, we may incur reputational harms and lose potential or existing business opportunities with our existing clients, which could have a material adverse effect on our business, financial condition, and results of operations.

 

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We rely on the skills, experience, and relationships of our senior management team and other key personnel, the loss of which could adversely affect us.

 

We believe that our future success depends significantly on our continuing ability to attract, develop, motivate, and retain our senior management and a sufficient number of hip-hop, event planning and execution, and marketing specialists and other experienced and skilled employees. We benefit from the track record of our senior management team, including Mr. Zhuoqin Huang, in building strategic personal relationships with key stakeholders throughout the hip-hop ecosystem and successfully growing our operations through strategic partnerships. Our senior management team works closely with seasoned hip-hop, event planning and execution, and marketing specialists who offer deep execution and operational experience combined with their relationships with various stakeholders. Our combined team offers deep industry experience throughout the hip-hop ecosystem, as well as in-depth knowledge of the Chinese hip-hop market.

 

Qualified individuals are in high demand, particularly in the hip-hop ecosystem, and we may have to incur significant costs to attract and retain them. The loss of any member of the senior management team or such specialists could be highly disruptive and adversely affect our business operations in respect of a particular stakeholder or more broadly impact our future growth. Moreover, if any of these individuals joins a competitor or undertakes a competing business, we may lose crucial business secrets, personal relationships, technological know-how, and other valuable resources, notwithstanding our contractual arrangements designed to mitigate this loss.

 

A decline in general economic conditions or a disruption of financial markets may affect entertainment markets or the discretionary income of consumers, which in turn could adversely affect our profitability.

 

Our operations are affected by general economic conditions and, in particular, conditions that have a direct impact on the demand for entertainment and leisure activities. Declines in general economic conditions could reduce the level of discretionary income that our fans have to spend on attending or participating in entertainment events or on entertainment-related programs or consumer products more generally (thereby potentially reducing sponsorship and advertising spending), any of which could adversely impact our revenue. Adverse economic conditions, including volatility and disruptions in financial markets, may also affect other stakeholders in the hip-hop ecosystem, thereby reducing their engagement. For example, declines in consumer spending more broadly could affect advertising spend, which in turn could adversely affect broadcasters. These factors could reduce the prices we can obtain in our arrangements with partners and clients.

 

Demand for our content would be adversely affected by unauthorized distribution of that content.

 

To the extent that live hip-hop events are made available on the Internet by pirates or other unauthorized re-broadcasters and these are illegally streamed, demand for our services could decline and we could lose the benefit of any associated revenue, which could have a material adverse effect on our reputation, business, results of operations, financial conditions, or prospects.

 

Our current insurance policies may not provide adequate levels of coverage against all claims and we may incur losses that are not covered by our insurance.

 

We believe we maintain insurance coverage that is customary for businesses of our size and type. However, we may be unable to insure against certain types of losses or claims, or the cost of such insurance may be prohibitive. Uninsured losses or claims, if they occur, could have a material adverse effect on our reputation, business, results of operations, financial condition, or prospects.

 

Content related to hip-hop produced and/or distributed by us may be found objectionable by PRC regulatory authorities, which may have an adverse effect on our business.

 

PRC laws and regulations impose certain restrictions on content of commercial performances, radio and television programs, and advertisements. See “Regulations.” These regulations provide that content is prohibited to, among other things, violate PRC laws and regulations, impair the national dignity of China or the public interest, or incite ethnic hatred, propagate cults and superstition, disturb social order, spread obscenity, gambling, or violence. In addition, PRC regulatory authorities may find any content objectionable, and accordingly such content may be limited or eliminated. For example, since the outset of 2018, the Chinese government has tightened its crackdown on content it deemed to be “vulgar” or “low taste,” which caused certain rap songs to be deleted or their lyrics redacted since the government deemed them inappropriate. We currently engage in street dance, another area of hip-hop culture, which we do not believe has been deemed to be offensive or vulgar. However, we also own an extensive portfolio of intellectual property rights related to hip-hop events, including a stage play, three dance competitions or events, two cultural and musical festivals, and two promotional parties, and online hip-hop programs, which usually feature rap songs. As of the date of this prospectus, we have not received any notice of warning or been subject to penalties or other disciplinary action regarding content we currently produce or distribute. However, we cannot assure you that content we produce, promote, or distribute will not be found objectionable by regulatory authorities in the future. In the event that the PRC regulatory authorities find any content we produce and/or distribute objectionable, such content may be deleted or restricted. As a result, our business, financial condition, and results of operations may be affected. 

  

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Risks Relating to Our Corporate Structure

 

Our corporate structure, in particular our contractual arrangements (the “VIE Arrangements”) with Xiamen Pop Culture and the Xiamen Pop Culture Shareholders, together holding 100% of the shares in Xiamen Pop Culture, are subject to significant risks, as set forth in the following risk factors.

 

If the PRC government deems that the contractual arrangements in relation to our VIE do not comply with PRC regulatory restrictions on foreign investment in 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.

 

Foreign ownership of radio and television program production and distribution business is prohibited under current PRC laws and regulations. See “Regulations.” Accordingly, we currently operate our radio and television program production and distribution business through Xiamen Pop Culture, a VIE, pursuant to the VIE Arrangements. As a result of these contractual arrangements, under generally accepted accounting principles in the United States (“U.S. GAAP”), the assets and liabilities of Xiamen Pop Culture are treated as our assets and liabilities and the results of operations of Xiamen Pop Culture are treated in all aspects as if they were the results of our operations. For a description of these contractual arrangements, see “Corporate History and Structure—Our VIE Arrangements.”

 

In the opinion of our PRC counsel, GFE Law Office (“GFE”), based on its understandings of the relevant PRC laws and regulations, (i) the ownership structures of Xiamen Pop Culture in China and Heliheng, our wholly owned subsidiary in China, both currently and immediately after giving effect to this offering, are not in violation of applicable PRC laws and regulations currently in effect; and (ii) each of the contracts among Heliheng, Xiamen Pop Culture, and the Xiamen Pop Culture Shareholders is legal, valid, binding, and enforceable in accordance with its terms and applicable PRC laws. However, our PRC counsel has also advised us that there are substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations. Accordingly, the PRC regulatory authorities may ultimately take a view contrary to the opinion of our PRC counsel. It is uncertain whether any new PRC laws or regulations relating to VIE structures will be adopted or, if adopted, what they would provide.

 

If our corporate structure and the VIE Arrangements are determined as illegal or invalid by the PRC court, arbitral tribunal, or regulatory authorities, we may lose control of our VIE and have to modify such structure to comply with regulatory requirements. However, there can be no assurance that we can achieve this without material disruption to our business. Further, if our corporate structure and contractual arrangements are found to be in violation of any existing or future PRC laws or regulations, or we or Xiamen Pop Culture fails to obtain or maintain any required permits or approvals, the relevant regulatory authorities would have broad discretion in dealing with such violations, including:

 

  revoking the business and/or operating licenses of Heliheng or Xiamen Pop Culture;
     
  discontinuing or restricting the operations of Heliheng or Xiamen Pop Culture;
     
  imposing conditions or requirements with which we, Heliheng, or Xiamen Pop Culture may not be able to comply;
     
  requiring us, Heliheng, or Xiamen Pop Culture to change our corporate structure and contractual arrangements;
     
  restricting or prohibiting our use of the proceeds from our initial public offering to finance our business and operations in China; and
     
  imposing fines.

 

The imposition of any of these penalties would result in a material and adverse effect on our ability to conduct our business. 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 Xiamen Pop Culture in our consolidated financial statements, if the PRC government authorities were to find our legal structure and VIE Arrangements to be in violation of PRC laws and regulations. If the imposition of any of these government actions causes us to lose our right to direct the activities of Xiamen Pop Culture or our right to receive substantially all the economic benefits and residual returns from Xiamen Pop Culture and we are not able to restructure our ownership structure and operations in a satisfactory manner, we would no longer be able to consolidate the financial results of Xiamen Pop Culture in our consolidated financial statements. Either of these results, or any other significant penalties that might be imposed on us in this event, would have a material adverse effect on our financial condition and results of operations.

  

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Our VIE Arrangements with Xiamen Pop Culture and the Xiamen Pop Culture Shareholders may not be effective in providing control over Xiamen Pop Culture.

 

We primarily have relied and expect to continue to rely on the VIE Arrangements to control and operate the business of Xiamen Pop Culture. However, the VIE Arrangements may not be as effective in providing us with the necessary control over Xiamen Pop Culture and its operations. For example, Xiamen Pop Culture and the Xiamen Pop Culture Shareholders could breach their contractual arrangements with us by, among other things, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental to our interests. If we had direct ownership of Xiamen Pop Culture, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of Xiamen Pop Culture, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level. However, under the current VIE Arrangements, we rely on the performance by Xiamen Pop Culture and the Xiamen Pop Culture Shareholders of their respective obligations under the contracts to exercise control over Xiamen Pop Culture. The Xiamen Pop Culture Shareholders may not act in the best interests of our company or may not perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate certain portions of our business through the VIE Arrangements with Xiamen Pop Culture. If any disputes relating to these contracts remain unresolved, we will have to enforce our rights under these contracts through the operations of PRC law and arbitration, litigation, and other legal proceedings and therefore will be subject to uncertainties in the PRC legal system. Therefore, our VIE Arrangements with Xiamen Pop Culture and the Xiamen Pop Culture Shareholders may not be as effective in ensuring our control over the relevant portion of our business operations as direct ownership would be.

 

Our VIE Arrangements are governed by the laws of the PRC and we may have difficulty in enforcing any rights we may have under these contractual arrangements.

 

As our VIE Arrangements are governed by PRC laws and provide for the resolution of disputes through arbitration in the PRC, they would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. Disputes arising from the VIE Arrangements will be resolved through arbitration in the PRC, although these disputes do not include claims arising under the United States federal securities law and thus do not prevent you from pursuing claims under the United States federal securities law. The legal environment in the PRC is not as developed as in the United States. As a result, uncertainties in the PRC legal system could further limit our ability to enforce these contractual arrangements, through arbitration, litigation, and other legal proceedings remain in the PRC, which could limit our ability to enforce these contractual arrangements and exert effective control over Xiamen Pop Culture. Furthermore, these contracts may not be enforceable in the PRC if the PRC government authorities or courts take a view that such contracts contravene PRC laws and regulations or are otherwise not enforceable for public policy reasons. In the event we are unable to enforce these contractual arrangements, we may not be able to exert effective control over Xiamen Pop Culture, and our ability to conduct our business may be materially and adversely affected.

 

We may not be able to consolidate the financial results of Xiamen Pop Culture or such consolidation could materially and adversely affect our operating results and financial condition.

 

Our business is conducted through Xiamen Pop Culture, which currently is considered for accounting purposes as a VIE, and we are considered the primary beneficiary, enabling us to consolidate the financial results of Xiamen Pop Culture in our consolidated financial statements. In the event that in the future Xiamen Pop Culture would no longer meet the definition of a VIE, or we are deemed not to be the primary beneficiary, we would not be able to consolidate line by line its financial results in our consolidated financial statements for PRC purposes. Also, if in the future an affiliate company becomes a VIE and we become the primary beneficiary, we would be required to consolidate that entity’s financial results in our consolidated financial statements for PRC purposes. If such entity’s financial results were negative, this could have a corresponding negative impact on our operating results for PRC purposes. However, any material variations in the accounting principles, practices, and methods used in preparing financial statements for PRC purposes from the principles, practices, and methods generally accepted in the United States and in the SEC accounting regulations must be discussed, quantified, and reconciled in financial statements for the United States and SEC purposes.

 

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The VIE Arrangements may result in adverse tax consequences.

 

PRC laws and regulations emphasize the requirement of an arm’s length basis for transfer pricing arrangements between related parties. The laws and regulations also require enterprises with related party transactions to prepare transfer pricing documentation to demonstrate the basis for determining pricing, the computation methodology, and detailed explanations. Related party arrangements and transactions may be subject to challenge or tax inspection by the PRC tax authorizes.

 

Under a tax inspection, if our transfer pricing arrangements between Heliheng and Xiamen Pop Culture are judged as tax avoidance, or related documentation does not meet the requirements, Heliheng and Xiamen Pop Culture may be subject to material adverse tax consequences, such as transfer pricing adjustment. A transfer pricing adjustment could result in a reduction, for PRC tax purpose, of adjustments recorded by Heliheng, which could adversely affect us by (i) increasing Xiamen Pop Culture’s tax liabilities without reducing Heliheng’s tax liabilities, which could further result in interest being levied to us for unpaid taxes; or (ii) imposing late payment fees and other penalties on Xiamen Pop Culture for the adjusted but unpaid taxes according to the applicable regulations. In addition, if Heliheng requests the Xiamen Pop Culture Shareholders to transfer their shares in Xiamen Pop Culture at nominal or no value pursuant to the VIE Arrangements, such transfer may be viewed as a gift and subject Heliheng to PRC income tax. As a result, our financial position could be materially and adversely affected if Xiamen Pop Culture’s tax liabilities increase or if it is required to pay late payment fees and other penalties.

 

The Xiamen Pop Culture Shareholders have potential conflicts of interest with our company which may adversely affect our business and financial condition.

 

The Xiamen Pop Culture Shareholders may have potential conflicts of interest with us. These shareholders may not act in the best interest of our Company or may breach, or cause Xiamen Pop Culture to breach the existing contractual arrangements we have with them and Xiamen Pop Culture, which would have a material and adverse effect on our ability to effectively control Xiamen Pop Culture and receive economic benefits from it. For example, the shareholders may be able to cause our agreements with Xiamen Pop Culture to be performed in a manner adverse to us by, among other things, failing to remit payments due under the contractual arrangements to us on a timely basis. We cannot assure you that when conflicts of interest arise, any or all of these shareholders will act in the best interests of our Company or such conflicts will be resolved in our favor.

 

Currently, we do not have any arrangements to address potential conflicts of interest between these shareholders and our Company, except that we could exercise our purchase option under the exclusive option agreements with these shareholders to request them to transfer all of their equity interests in Xiamen Pop Culture to a PRC entity or individual designated by us, to the extent permitted by PRC law. If we cannot resolve any conflicts of interest or disputes between us and those shareholders, we would have to rely on legal proceedings, which may materially disrupt our business. There is also substantial uncertainty as to the outcome of any such legal proceeding.

 

We rely on the approvals, certificates, and business licenses held by Xiamen Pop Culture and any deterioration of the relationship between Heliheng and Xiamen Pop Culture could materially and adversely affect our overall business operations.

 

Pursuant to the VIE Arrangements, our business in the PRC will be undertaken on the basis of the approvals, certificates, business licenses, and other requisite licenses held by Xiamen Pop Culture. There is no assurance that Xiamen Pop Culture will be able to renew its licenses or certificates when their terms expire with substantially similar terms as the ones they currently hold.

 

Further, our relationship with Xiamen Pop Culture is governed by the VIE Arrangements, which are intended to provide us, through our indirect ownership of Heliheng, with effective control over the business operations of Xiamen Pop Culture. However, the VIE Arrangements may not be effective in providing control over the applications for and maintenance of the licenses required for our business operations. Xiamen Pop Culture could violate the VIE Arrangements, go bankrupt, suffer from difficulties in its business, or otherwise become unable to perform its obligations under the VIE Arrangements and, as a result, our operations, reputation, business, and stock price could be severely harmed.

 

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The exercise of our option to purchase part or all of the shares in Xiamen Pop Culture under the exclusive option agreement might be subject to certain limitations and substantial costs.

 

Our exclusive option agreement with Xiamen Pop Culture and the Xiamen Pop Culture Shareholders gives Heliheng the option to purchase up to 100% of the shares in Xiamen Pop Culture. Such transfer of shares may be subject to approvals from, filings with, or reporting to competent PRC authorities, such as the Ministry of Commerce of the PRC (“MOFCOM”), the State Administration for Market Regulation, and/or their local competent branches. In addition, the shares transfer price may be subject to review and tax adjustment by the relevant tax authorities. The shares transfer price to be received by Xiamen Pop Culture under the VIE Arrangements may also be subject to enterprise income tax, and these amounts could be substantial.

 

Risks Relating to Doing Business in the PRC

 

There are uncertainties under the Foreign Investment Law relating to the status of businesses in China controlled by foreign invested projects primarily through contractual arrangements, such as our business.

 

MOFCOM and the National Development and Reform Commission, or the “NDRC,” promulgated the Special Measures for Foreign Investment Access (2020 version), or the “2020 Negative List,” on June 23, 2020, which became effective on July 23, 2020. According to the 2020 Negative List, the radio and television program production and distribution business, in which we engage, falls in the “prohibited” category for foreign investors. To comply with PRC laws and regulations, we rely on contractual arrangements with our VIE to operate such business in China.

 

On March 15, 2019, the National People’s Congress approved the Foreign Investment Law of the PRC, which came into effect on January 1, 2020, repealing simultaneously the Law of the PRC on Sino-foreign Equity Joint Ventures, the Law of the PRC on Wholly Foreign-owned Enterprises, and the Law of the PRC on Sino-foreign Cooperative Joint Ventures, together with their implementation rules and ancillary regulations. Pursuant to the Foreign Investment Law, foreign investment refers to any investment activity directly or indirectly carried out by foreign natural persons, enterprises, or other organizations, including investment in new construction project, establishment of foreign funded enterprise or increase of investment, merger and acquisition, and investment in any other way stipulated under laws, administrative regulations, or provisions of the State Council of the PRC (the “State Council”). The Foreign Investment Law does not explicitly stipulate the contractual arrangements as a form of foreign investment. On December 26, 2019, the State Council promulgated the Implementation Regulations on the Foreign Investment Law, which came into effect on January 1, 2020. However, the Implementation Regulations on the Foreign Investment Law still remain silent on whether contractual arrangements should be deemed as a form of foreign investment. Though these regulations do not explicitly classify contractual arrangements as a form of foreign investment, there is still uncertainty regarding whether our VIE would be identified as a foreign-invested enterprise in the future. As a result, there is no assurance that foreign investment via contractual arrangements would not be interpreted as a type of indirect foreign investment activities under the definition in the future.

 

If we are deemed to have a non-PRC entity as a controlling shareholder, the provisions regarding control through contractual arrangements could apply to our VIE Arrangements, and as a result Xiamen Pop Culture could become subject to restrictions on foreign investment, which may materially impact the viability of our current and future operations. Specifically, we may be required to modify our corporate structure, change our current scope of operations, obtain approvals, or face penalties or other additional requirements, compared to entities which do have PRC controlling shareholders. Uncertainties exist with respect to the interpretation and implementation of the Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance, and business operations.

 

It is uncertain whether we would be considered as ultimately controlled by Chinese parties. Immediately prior to completion of this offering, Mr. Zhuoqin Huang, our chief executive officer, director, and chairman and a PRC citizen, beneficially and indirectly owns 5,763,077 Class B Ordinary Shares, representing approximately 76.95% of the voting rights in our Company. It is uncertain, however, if these factors would be sufficient to give him control over us under the Foreign Investment Law. If future revisions or implementation rules of the Foreign Investment Law mandate further actions, such as the MOFCOM market entry clearance or certain restructuring of our corporate structure and operations, there may be substantial uncertainties as to whether we can complete these actions in a timely manner, if at all, and our business and financial condition may be materially and adversely affected.

 

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Changes in China’s economic, political, or social conditions or government policies could have a material adverse effect on our business and operations.

 

Substantially all of our assets and operations are currently located in China. Accordingly, our business, financial condition, results of operations, and prospects may be influenced to a significant degree by political, economic, and social conditions in China generally. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange, and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, including the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over China’s economic growth by allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.

 

While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. Any adverse changes in economic conditions in China, in the policies of the Chinese government, or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China. Such developments could adversely affect our business and operating results, reduce demand for our products, and weaken our competitive position. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past the Chinese government has implemented certain measures, including interest rate adjustments, to control the pace of economic growth. These measures may cause decreased economic activities in China, which may adversely affect our business and operating results.

 

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

 

The PRC legal system is based on written statutes. Unlike common law systems, it is a system in which legal cases have limited value as precedents. In the late 1970s, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The legislation over the past three decades has significantly increased the protection afforded to various forms of foreign or private-sector investment in China. Our PRC Affiliated Entities are subject to various PRC laws and regulations generally applicable to companies in China. Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, however, the interpretations of many laws, regulations, and rules are not always uniform and enforcement of these laws, regulations, and rules involve uncertainties.

 

From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, however, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy in the PRC legal system 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) that may have retroactive effect. As a result, we may not be aware of our violation of these policies and rules until sometime after the violation. Such uncertainties, including uncertainties over the scope and effect of our contractual, property (including intellectual property) and procedural rights, and any failure to respond to changes in the regulatory environment in China could materially and adversely affect our business and impede our ability to continue our operations.

 

You may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions in China against us or our management named in the prospectus based on foreign laws. It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China.

 

As a company incorporated under the laws of the Cayman Islands, we conduct a majority of our operations in China and a majority of our assets are located in China. In addition, all of our senior executive officers reside within China for a significant portion of the time and are PRC nationals. As a result, it may be difficult for you to effect service of process upon those persons inside mainland China. It may be difficult for you to enforce judgements obtained in U.S. courts based on civil liability provisions of the U.S. federal securities laws against us and our officers and directors who do not currently reside in the U.S. or have substantial assets in the U.S. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the U.S. or any state.

 

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The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of written arrangement with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security, or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States. See “Enforceability of Civil Liabilities.”

 

It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China. For example, in China, there are significant legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities. Although the authorities in China may establish a regulatory cooperation mechanism with its counterparts of another country or region to monitor and oversee cross border securities activities, such regulatory cooperation with the securities regulatory authorities in the United States may not be efficient in the absence of a practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or “Article 177,” which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigations or evidence collection activities within the territory of the PRC. Article 177 further provides that Chinese entities and individuals are not allowed to provide documents or materials related to securities business activities to foreign agencies without prior consent from the securities regulatory authority of the State Council and the competent departments of the State Council. While detailed interpretation of or implementing rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by you in protecting your interests.

 

Recent joint statement by the SEC and the Public Company Accounting Oversight Board (United States), or the “PCAOB,” proposed rule changes submitted by Nasdaq, and an act passed by the U.S. Senate all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our offering.

 

On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

 

On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply a minimum offering size requirement for companies primarily operating in a “Restrictive Market,” (ii) adopt a new requirement relating to the qualification of management or the board of directors for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditor.

 

On May 20, 2020, the U.S. Senate passed an act requiring a foreign company to certify it is not owned or manipulated by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditor for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange.

 

On August 6, 2020, the PWG released a report recommending that the SEC take steps to implement the five recommendations outlined in the report. In particular, to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfill its statutory mandate, or “NCJs”, the PWG recommends enhanced listing standards on U.S. stock exchanges. This would require, as a condition to initial and continued exchange listing, PCAOB access to work papers of the principal audit firm for the audit of the listed company. Companies unable to satisfy this standard as a result of governmental restrictions on access to audit work papers and practices in NCJs may satisfy this standard by providing a co-audit from an audit firm with comparable resources and experience where the PCAOB determines it has sufficient access to audit work papers and practices to conduct an appropriate inspection of the co-audit firm. The report permits the new listing standards to provide for a transition period until January 1, 2022 for listed companies, but would apply immediately to new listings once the necessary rulemakings and/or standard-setting are effective.

 

On August 10, 2020, the SEC announced that SEC Chairman had directed the SEC staff to prepare proposals in response to the PWG Report, and that the SEC was soliciting public comments and information with respect to these proposals. If we are listed on the Nasdaq Global Market and fail to meet the new listing standards before the deadline specified thereunder due to factors beyond our control, we could face possible de-listing from the Nasdaq Global Market, deregistration from the SEC, and/or other risks, which may materially and adversely affect, or effectively terminate, the trading of our Ordinary Shares in the United States.

 

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The lack of access to the PCAOB inspection in China prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China. As a result, investors may be deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of these accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections, which could cause investors and potential investors in our Class A Ordinary Shares to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.

 

Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Our auditor is headquartered in Manhattan, New York, and has been inspected by the PCAOB on a regular basis with the last inspection in May 2018. However, the recent developments would add uncertainties to our offering and we cannot assure you whether the national securities exchange we apply to for listing or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach, or experience as it relates to our audit.

   

Increases in labor costs in the PRC may adversely affect our business and our profitability.

 

China’s economy has experienced increases in labor costs in recent years. China’s overall economy and the average wage in China 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 our customers by increasing prices for our products or 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 into labor contracts with our employees and paying various statutory employee benefits, including pensions, housing fund, medical insurance, work-related injury insurance, unemployment insurance, and maternity 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 and its amendments that became effective in July 2013 and its implementing 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.

 

As the interpretation and implementation of labor-related laws and regulations are still evolving, we cannot assure you that our employment practice does 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.

 

If we fail to obtain or renew any of the requisite approvals, licenses, or permits applicable to our business, it could materially and adversely affect our business and results of operations.

 

In accordance with the relevant PRC laws and regulations, we are required to maintain various approvals, licenses, and permits to operate our business, including the business license, Commercial Performance License, and Radio and Television Program Production and Operation Permit. In particular, the Commercial Performance License and Radio and Television Program Production and Operation Permit we hold are subject to periodic renewal. In addition, evolving laws and regulations and inconsistent enforcement thereof could lead to our failure to obtain or maintain licenses and permits to do business in China. If we fail to obtain or renew approvals, licenses, or permits required for our business or to respond to changes in the regulatory environment, we may be subject to fines or the suspension of operations, which could adversely affect our business and results of operations.

 

Our PRC Affiliated Entities have not made adequate social insurance and housing fund contributions for all employees as required by PRC regulations, which may subject us to penalties.

 

According to the PRC Social Insurance Law and the Administrative Regulations on the Housing Funds, companies operating in China are required to participate in pension insurance, work-related injury insurance, medical insurance, unemployment insurance, maternity insurance (collectively known as “social insurance”), and housing funds plans, and the employers must pay all or a portion of the social insurance premiums and housing funds for their employees. For more details, please see “Regulations—Regulations Related to Employment and Social Welfare—Social Insurance and Housing Fund.” The requirement of social insurance and housing fund has not been implemented consistently by the local governments in China given the different levels of economic development in different locations.

 

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Our PRC Affiliated Entities have not made adequate social insurance and housing fund contributions for all employees. We may be required to make up the social insurance contributions as well as to pay late fees at the rate of 0.05% per day of the outstanding amount from the due date. If we fail to make up for the shortfalls within the prescribed time limit, the relevant administrative authorities will impose a fine of one to three times the outstanding amount upon us. With respect to housing fund plans, we may be required to pay and deposit housing funds in full and on time within the prescribed time limit. If we fail to do so, relevant authorities could file applications to competent courts for compulsory enforcement of payment and deposit. Accordingly, if the relevant PRC authorities determine that we shall make supplemental social insurance and housing fund contributions or that we are subject to fines and legal sanctions in relation to our failure to make social insurance and housing fund contributions in full for our employees, our business, financial condition, and results of operations may be adversely affected. However, as of the date of this prospectus, the relevant local authorities confirmed in writing that no records of violation were found on our PRC Entities for social insurance and/or housing fund contribution obligations. Further, these PRC Entities have never received any demand or order from the competent authorities. Therefore, our PRC counsel believes that the risk that the relevant authorities may impose regulatory penalty on our PRC Entities for our underpayment of social insurance and housing funds is remote.

 

PRC regulations relating to offshore investment activities 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.

 

On July 4, 2014, State Administration of Foreign Exchange (“SAFE”) issued the Circular on Issues Concerning Foreign Exchange Control over the Overseas Investment and Financing and Round-trip Investment by Domestic Residents via Special Purpose Vehicles, or “SAFE Circular 37.” According to SAFE Circular 37, prior registration with the local SAFE branch is required for PRC residents, (including PRC individuals and PRC corporate entities as well as foreign individuals that are deemed as PRC residents for foreign exchange administration purpose), in connection with their direct or indirect contribution of domestic assets or interests to offshore special purpose vehicles, or “SPVs.” SAFE Circular 37 further requires amendments to the SAFE registrations in the event of any changes with respect to the basic information of the offshore SPV, such as change of a PRC individual shareholder, name and operation term, or any significant changes with respect to the offshore SPV, such as an increase or decrease of capital contribution, share transfer or exchange, or mergers or divisions. SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in the future. In February 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or “SAFE Notice 13,” effective in June 2015. Under SAFE Notice 13, applications for foreign exchange registration of inbound foreign direct investments and outbound overseas direct investments, including those required under SAFE Circular 37, will be filed with qualified banks instead of SAFE. The qualified banks will directly examine the applications and accept registrations under the supervision of SAFE.

 

In addition to SAFE Circular 37 and SAFE Notice 13, our ability to conduct foreign exchange activities in China may be subject to the interpretation and enforcement of the Implementation Rules of the Administrative Measures for Individual Foreign Exchange promulgated by SAFE in January 2007 (as amended and supplemented, the “Individual Foreign Exchange Rules”). Under the Individual Foreign Exchange Rules, any PRC individual seeking to make a direct investment overseas or engage in the issuance or trading of negotiable securities or derivatives overseas must make the appropriate registrations in accordance with SAFE provisions, the failure of which may subject such PRC individual to warnings, fines, or other liabilities.

 

As of the date of this prospectus, all but one of the Xiamen Pop Culture Shareholders who are subject to the SAFE Circular 37 and Individual Foreign Exchange Rules have completed the initial registrations with the qualified banks as required by the regulations, and the one remaining shareholder, who holds 4.42% of the shares of Xiamen Pop Culture, is in the process of applying for the registration. We may not be informed of the identities of all the PRC residents holding direct or indirect interest in our company, however, and we have no control over any of our future beneficial owners. Thus, we cannot provide any assurance that our current or future PRC resident beneficial owners will comply with our request to make or obtain any applicable registrations or continuously comply with all registration procedures set forth in these SAFE regulations. Such failure or inability of our PRC residents beneficial owners to comply with these SAFE regulations may subject us or our PRC resident beneficial owners to fines and legal sanctions, restrict our cross-border investment activities, or limit our PRC subsidiary’s ability to distribute dividends to or obtain foreign-exchange-dominated loans from us, or prevent us from being able to make distributions or pay dividends, as a result of which our business operations and our ability to distribute profits to you could be materially and adversely affected.

 

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PRC regulation of parent/subsidiary 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 and to make loans to Xiamen Pop Culture, which could 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 Heliheng, Xiamen Pop Culture, and subsidiaries of Xiamen Pop Culture. We may make loans to these entities, or we may make additional capital contributions to Heliheng, or we may establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries.

 

Most of these ways are subject to PRC regulations and approvals or registration. For example, any loans to Heliheng, which is treated as a foreign-invested enterprise under PRC law, are subject to PRC regulations and foreign exchange loan registrations. For example, loans by us to Heliheng to finance its activities cannot exceed statutory limits and must be registered with the local counterpart of SAFE, or filed with SAFE in its information system. Pursuant to relevant PRC regulations, we may provide loans to Heliheng up to the larger amount of (i) the balance between the registered total investment amount and registered capital of Heliheng, or (ii) twice the amount of the net assets of Heliheng calculated in accordance with the Circular on Full-Coverage Macro-Prudent Management of Cross-Border Financing, or the “PBOC Circular 9.” Moreover, any medium or long-term loan to be provided by us to Heliheng or other domestic PRC entities must also be filed and registered with the NDRC. We may also decide to finance Heliheng by means of capital contributions. These capital contributions are subject to registration with the State Administration for Market Regulation or its local branch, reporting of foreign investment information with MOFCOM, or registration with other governmental authorities in China. Due to the restrictions imposed on loans in foreign currencies extended to PRC domestic companies, we are not likely to make such loans to Xiamen Pop Culture, which is a PRC domestic company. Further, we are not likely to finance the activities of Xiamen Pop Culture and its subsidiaries by means of capital contributions due to regulatory restrictions relating to foreign investment in PRC domestic enterprises engaged in certain business.

 

On March 30, 2015, SAFE issued the Circular of the State Administration of Foreign Exchange on Reforming the Administrative Approach Regarding the Settlement of the Foreign Exchange Capital of Foreign-invested Enterprises, or “SAFE Circular 19,” which took effect and replaced previous regulations effective on June 1, 2015. Pursuant to SAFE Circular 19, up to 100% of foreign currency capital of a foreign-invested enterprise may be converted into RMB capital according to the actual operation, and within the business scope, of the enterprise at its will. Although SAFE Circular 19 allows for the use of RMB converted from the foreign currency-denominated capital for equity investments in the PRC, the restrictions continue to apply as to foreign-invested enterprises’ use of the converted RMB for purposes beyond their business scope, for entrusted loans or for inter-company RMB loans. On June 9, 2016, SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or “SAFE Circular 16,” effective on June 9, 2016, which reiterates some rules set forth in Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans to non-affiliated enterprises. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to transfer any foreign currency we hold, including the net proceeds from this offering, to Heliheng, which may adversely affect our liquidity and our ability to fund and expand our business in China. On October 23, 2019, the SAFE issued the Notice of the State Administration of Foreign Exchange on Further Facilitating Cross-border Trade and Investment, or “SAFE Circular 28,” which, among other things, expanded the use of foreign exchange capital to domestic equity investment area. Non-investment foreign-funded enterprises are allowed to lawfully make domestic equity investments by using their capital on the premise without violation to prevailing special administrative measures for access of foreign investments (negative list) and the authenticity and compliance with the regulations of domestic investment projects. However, since SAFE Circular 28 is newly promulgated, it is unclear how SAFE and competent banks will carry it out in practice.

 

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, SAFE Circular 16, and other relevant rules and regulations, we cannot assure you that we will be able to complete the necessary registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans to Heliheng, Xiamen Pop Culture, or subsidiaries of Xiamen Pop Culture, or future capital contributions by us to Heliheng. As a result, uncertainties exist as to our ability to provide prompt financial support to Heliheng, Xiamen Pop Culture, or subsidiaries of Xiamen Pop Culture when needed. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds we received or expect to receive from our offshore offerings and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our business, including our liquidity and our ability to fund and expand our business.

 

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

 

The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions in China and by China’s foreign exchange policies. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the RMB to the U.S. dollar, and the RMB 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 the RMB and the U.S. dollar remained within a narrow band. Since June 2010, the RMB 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 policy may impact the exchange rate between the RMB and the U.S. dollar in the future.

 

Our business is conducted in the PRC, and our books and records are maintained in RMB, which is the currency of the PRC. The financial statements that we file with the SEC and provide to our shareholders are presented in U.S. dollars. Changes in the exchange rates between the RMB and U.S. dollar affect the value of our assets and the results of our operations, when presented in U.S. dollars. The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions and perceived changes in the economy of the PRC and the United States. Any significant revaluation of the RMB may materially and adversely affect our cash flows, revenue, and financial condition. Further, our Class A Ordinary Shares offered by this prospectus are offered in U.S. dollars, we will need to convert the net proceeds we receive into RMB in order to use the funds for our business. Changes in the conversion rate among the U.S. dollar and the RMB will affect the amount of proceeds we will have available for our business.

 

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 more 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 RMB into foreign currency. As a result, fluctuations in exchange rates may have a material adverse effect on your investment.

 

Under the PRC Enterprise Income Tax Law, we may be classified as a PRC “resident enterprise” for PRC enterprise income tax purposes. Such classification would likely result in unfavorable tax consequences to us and our non-PRC shareholders and have a material adverse effect on our results of operations and the value of your investment.

 

Under the PRC Enterprise Income Tax Law, or the “EIT Law,” that became effective in January 2008, an enterprise established outside the PRC with “de facto management bodies” within the PRC is considered a “resident enterprise” for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income. Under the implementation rules to the EIT Law, a “de facto management body” is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances, and properties of an enterprise. In addition, a circular, known as SAT Circular 82, issued in April 2009 by the State Administration of Taxation, or the “SAT,” specifies that certain offshore incorporated enterprises controlled by PRC enterprises or PRC enterprise groups will be classified as PRC resident enterprises if the following are located or resident in the PRC: senior management personnel and departments that are responsible for daily production, operation and management; financial and personnel decision making bodies; key properties, accounting books, company seal, and minutes of board meetings and shareholders’ meetings; and half or more of the senior management or directors having voting rights. Further to SAT Circular 82, the SAT issued a bulletin, known as SAT Bulletin 45, which took effect in September 2011, to provide more guidance on the implementation of SAT Circular 82 and clarify the reporting and filing obligations of such “Chinese-controlled offshore incorporated resident enterprises.” SAT Bulletin 45 provides procedures and administrative details for the determination of resident status and administration on post-determination matters. Although both SAT Circular 82 and SAT Bulletin 45 only apply to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreign individuals, the determining criteria set forth in SAT Circular 82 and SAT Bulletin 45 may reflect the SAT’s general position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises, PRC enterprise groups, or by PRC or foreign individuals.

 

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If the PRC tax authorities determine that the actual management organ of Pop Culture Group is within the territory of China, Pop Culture Group may be deemed to be a PRC resident enterprise for PRC enterprise income tax purposes and a number of unfavorable PRC tax consequences could follow. First, we will be subject to the uniform 25% enterprise income tax 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. Finally, dividends payable by us to our investors and gains on the sale of our shares may become subject to PRC withholding 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 our company 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 reduce the returns on your investment in our shares. Although up to the date of this prospectus, Pop Culture Group has not been notified or informed by the PRC tax authorities that it has been deemed to be a resident enterprise for the purpose of the EIT Law, we cannot assure you that it will not be deemed to be a resident enterprise in the future.

 

We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

 

In February 2015, SAT issued a Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-Tax Resident Enterprises, or “SAT Circular 7.” SAT Circular 7 provides comprehensive guidelines relating to indirect transfers of PRC taxable assets (including equity interests and real properties of a PRC resident enterprise) by a non-resident enterprise. In addition, in October 2017, SAT issued an Announcement on Issues Relating to Withholding at Source of Income Tax of Non-resident Enterprises, or “SAT Circular 37,” effective in December 2017, which, among others, amended certain provisions in SAT Circular 7 and further clarify the tax payable declaration obligation by non-resident enterprise. Indirect transfer of equity interest and/or real properties in a PRC resident enterprise by their non-PRC holding companies are subject to SAT Circular 7 and SAT Circular 37.

 

SAT Circular 7 provides clear criteria for an assessment of reasonable commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. As stipulated in SAT Circular 7, indirect transfers of PRC taxable assets are considered as reasonable commercial purposes if the shareholding structure of both transaction parties falls within the following situations: i) the transferor directly or indirectly owns 80% or above equity interest of the transferee, or vice versa; ii) the transferor and the transferee are both 80% or above directly or indirectly owned by the same party; iii) the percentages in bullet points i) and ii) shall be 100% if over 50% the share value of a foreign enterprise is directly or indirectly derived from PRC real properties. Furthermore, SAT Circular 7 also brings challenges to both foreign transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets. Where a non-resident enterprise transfers PRC taxable assets indirectly by disposing of the equity interests of an overseas holding company, which is an indirect transfer, the non-resident enterprise as either transferor or transferee, or the PRC entity that directly owns the taxable assets, may report such indirect transfer to the relevant tax authority and the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding, or deferring PRC tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.

 

According to SAT Circular 37, where the non-resident enterprise fails to declare the tax payable pursuant to Article 39 of the EIT Law, the tax authority may order it to pay the tax due within required time limits, and the non-resident enterprise shall declare and pay the tax payable within such time limits specified by the tax authority. If the non-resident enterprise, however, voluntarily declares and pays the tax payable before the tax authority orders it to do so within required time limits, it shall be deemed that such enterprise has paid the tax in time.

 

We face uncertainties as to the reporting and assessment of reasonable commercial purposes and future transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the shares in our offshore subsidiaries, and investments. In the event of being assessed as having no reasonable commercial purposes in an indirect transfer transaction, we may be subject to filing obligations or taxed if we are a transferor in such transactions, and may be subject to withholding obligations (to be specific, a 10% withholding tax for the transfer of equity interests) if we are a transferee in such transactions, under SAT Circular 7 and SAT Circular 37. For transfer of shares by investors who are non-PRC resident enterprises, our PRC subsidiary may be requested to assist in the filing under the SAT circulars. As a result, we may be required to expend valuable resources to comply with the SAT circulars or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that we should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.

 

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Our PRC subsidiary is subject to restrictions on paying dividends or making other payments to us, which may have a material adverse effect on our ability to conduct our business.

 

We are a holding company incorporated in the Cayman Islands. We may need dividends and other distributions on equity from our PRC subsidiary to satisfy our liquidity requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If our PRC subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. In addition, the PRC tax authorities may require our PRC subsidiary to adjust its taxable income under the contractual agreements Heliheng currently has in place with Xiamen Pop Culture in a manner that would materially and adversely affect its ability to pay dividends and other distribution to us. See “—Risks Relating to Our Corporate Structure—The VIE Arrangements may result in adverse tax consequences.”

 

Current PRC regulations permit our PRC subsidiary to pay dividends to us only out of its 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 respective accumulated profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of their respective registered capital. Our PRC subsidiary may also allocate a portion of its respective after-tax profits based on PRC accounting standards to employee welfare and bonus funds at its discretion. These reserves are not distributable as cash dividends. These limitation on the ability of our PRC subsidiary to pay dividends or make other distributions to us could 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.

 

Governmental control of currency conversion may affect the value of your investment and our payment of dividends.

 

The PRC government imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenue in RMB. Under our current corporate structure, Pop Culture Group may rely on dividend payments from our PRC subsidiary, Heliheng, to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, such as profit distributions 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, subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulation, such as the overseas investment registrations by our shareholders or the ultimate shareholders of our corporate shareholders who are PRC residents. Approval from or registration with appropriate government authorities is, however, required where the RMB 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. 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 demand, we may not be able to pay dividends in foreign currencies to our shareholders.

 

There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our PRC subsidiary, and dividends payable by our PRC subsidiary to our offshore subsidiaries may not qualify to enjoy certain treaty benefits.

 

Under the EIT Law and its implementation rules, the profits of a foreign-invested enterprise generated through operations, which are distributed to its immediate holding company outside the PRC, will be subject to a withholding tax rate of 10%. Pursuant to the Arrangement between the Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the “Double Tax Avoidance Arrangement,” a withholding tax rate of 10% may be lowered to 5% if the PRC enterprise is at least 25% held by a Hong Kong enterprise for at least 12 consecutive months prior to distribution of the dividends and is determined by the relevant PRC tax authority to have satisfied other conditions and requirements under the Double Tax Avoidance Arrangement and other applicable PRC laws.

 

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However, based on the Circular on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, or the “SAT Circular 81,” which became effective on February 20, 2009, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment. According to Circular on Several Issues regarding the “Beneficial Owner” in Tax Treaties, which became effective as of April 1, 2018, when determining an applicant’s status as the “beneficial owner” regarding tax treatments in connection with dividends, interests, or royalties in the tax treaties, several factors will be taken into account. Such factors include whether the business operated by the applicant constitutes actual business activities, and whether the counterparty country or region to the tax treaties does not levy any tax, grant tax exemption on relevant incomes, or levy tax at an extremely low rate. This circular further requires any applicant who intends to be proved of being the “beneficial owner” to file relevant documents with the relevant tax authorities. Our PRC subsidiary is wholly owned by our Hong Kong subsidiary. However, we cannot assure you that our determination regarding our qualification to enjoy the preferential tax treatment will not be challenged by the relevant PRC tax authority or we will be able to complete the necessary filings with the relevant PRC tax authority and enjoy the preferential withholding tax rate of 5% under the Double Tax Avoidance Arrangement with respect to dividends to be paid by our PRC subsidiary to our Hong Kong subsidiary, in which case, we would be subject to the higher withdrawing tax rate of 10% on dividends received.

 

If we become directly subject to the scrutiny, criticism, and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, stock price, and reputation.

 

U.S. public companies that have substantially all of their operations in China have been the subject of intense scrutiny, criticism, and negative publicity by investors, financial commentators, and regulatory agencies, such as the SEC. Much of the scrutiny, criticism, and negative publicity has centered on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism, and negative publicity, the publicly traded stock of many U.S. listed Chinese companies sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism, and negative publicity will have on us, our business, and the price of our Class A Ordinary Shares. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our company. This situation will be costly and time consuming and distract our management from developing our business. If such allegations are not proven to be groundless, we and our business operations will be severely affected and you could sustain a significant decline in the value of our Class A Ordinary Shares.

 

The disclosures in our reports and other filings with the SEC and our other public pronouncements are not subject to the scrutiny of any regulatory bodies in the PRC.

 

We are regulated by the SEC, and our reports and other filings with the SEC are subject to SEC review in accordance with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act. Our SEC reports and other disclosure and public pronouncements are not subject to the review or scrutiny of any PRC regulatory authority. For example, the disclosure in our SEC reports and other filings are not subject to the review by China Securities Regulatory Commission, a PRC regulator that is responsible for oversight of the capital markets in China. Accordingly, you should review our SEC reports, filings, and our other public pronouncements with the understanding that no local regulator has done any review of us, our SEC reports, other filings, or any of our other public pronouncements.

 

The approval of the China Securities Regulatory Commission, or the “CSRC,” may be required in connection with this offering under a regulation adopted in August 2006, and, if required, we cannot assure you that we will be able to obtain such approval, in which case we may face sanctions by the CSRC or other PRC regulatory agencies for failure to seek the CSRC approval for this offering.

 

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the “M&A Rules,” adopted by six PRC regulatory agencies in 2006 and amended in 2009, requires an overseas SPV formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals to obtain the approval of the CSRC, prior to the listing and trading of such SPV’s securities on an overseas stock exchange. In September 2006, the CSRC published a notice on its official website specifying documents and materials required to be submitted to it by an SPV seeking the CSRC approval of its overseas listings. The application of the M&A Rules remains unclear.

 

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Our PRC legal counsel has advised us based on their understanding of the current PRC law, rules, and regulations that the CSRC’s approval is not required for the listing and trading of our shares on the Nasdaq Global Market in the context of this offering, given that:

 

  we established our PRC subsidiary by means of direct investment rather than by merger with or acquisition of PRC domestic companies as defined in the M&A Rules; and
     
  no explicit provision in the M&A Rules classifies the VIE Arrangements as a type of acquisition transaction subject to the M&A Rules.

 

Our PRC legal counsel, however, has further advised us that there remains some uncertainty as to how the M&A Rules will be interpreted or implemented in the context of an overseas offering and its opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. We cannot assure you that relevant PRC governmental agencies, including the CSRC, would reach the same conclusion as we do. If it is determined that the CSRC approval is required for this offering, we may face sanctions by the CSRC or other PRC regulatory agencies for failure to seek the CSRC approval for this offering. These sanctions may include fines and penalties on our operations in the PRC, limitations on our operating privileges in the PRC, delays in or restrictions on the repatriation of the proceeds from this offering into the PRC, restrictions on or prohibition of the payments or remittance of dividends by our PRC subsidiary, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation, and prospects, as well as the trading price of our Class A Ordinary Shares. The CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to halt this offering before the settlement and delivery of the Class A Ordinary Shares that we are offering. Consequently, if you engage in market trading or other activities in anticipation of and prior to the settlement and delivery of the shares we are offering, you would be doing so at the risk that the settlement and delivery may not occur.

 

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

 

The M&A Rules and recently adopted PRC 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 have or may have impact on the 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. Mergers or acquisitions that allow one market player to take control of or to exert decisive impact on another market player must also be notified in advance to MOFCOM when the threshold under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings, or the “Prior Notification Rules,” issued by the State Council in August 2008 is triggered. In addition, the security review rules issued by MOFCOM that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. 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 its local counterparts may delay or inhibit our ability to complete such transactions. It is clear that our business would not be deemed to be in an industry that raises “national defense and security” or “national security” concerns. MOFCOM or other government agencies, however, 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. Our ability to expand our business or maintain or expand our market share through future acquisitions would as such be materially and adversely affected.

 

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Risks Relating to this Offering and the Trading Market

 

There has been no public market for our Class A Ordinary Shares prior to this offering, and you may not be able to resell our Class A Ordinary Shares at or above the price you pay for them, or at all.

 

Prior to this offering, there has not been a public market for our Class A Ordinary Shares. We have applied for the listing of our Class A Ordinary Shares on the Nasdaq Global Market. An active public market for our Class A Ordinary Shares, however, may not develop or be sustained after the offering, in which case the market price and liquidity of our Class A Ordinary Shares will be materially and adversely affected.

 

The initial public offering price for our Class A Ordinary Shares may not be indicative of prices that will prevail in the trading market and such market prices may be volatile.

 

The initial public offering price for our Class A Ordinary Shares will be determined by negotiations between us and the underwriters, and may not bear a direct relationship to our earnings, book value, or any other indicia of value. We cannot assure you that the market price of our Class A Ordinary Shares will not decline significantly below the initial public offering price. The financial markets in the United States and other countries have experienced significant price and volume fluctuations in the last few years. Volatility in the price of our Class A Ordinary Shares may be caused by factors outside of our control and may be unrelated or disproportionate to changes in our results of operations.

 

You will experience immediate and substantial dilution in the net tangible book value of Class A Ordinary Shares purchased.

 

The initial public offering price of our Class A Ordinary Shares is substantially higher than the (pro forma) net tangible book value per share of our Class A Ordinary Shares. Consequently, when you purchase our Class A Ordinary Shares in the offering, upon completion of the offering you will incur immediate dilution of $3.37 per share if the underwriters do not exercise the over-allotment option and $3.26 if the underwriters exercise the over-allotment option in full, assuming an initial public offering price of $5.00. See “Dilution.” In addition, you may experience further dilution to the extent that additional Class A Ordinary Shares are issued upon conversion of Class B Ordinary Shares or exercise of outstanding options we may grant from time to time.

 

If we fail to implement and maintain an effective system of internal controls or fail to remediate the material weaknesses in our internal control over financial reporting that have been identified, we may fail to meet our reporting obligations or be unable to accurately report our results of operations or prevent fraud, and investor confidence and the market price of our Class A Ordinary Shares may be materially and adversely affected.

 

Prior to this offering, we have been a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. However, in preparing our consolidated financial statements as of and for the fiscal years ended June 30, 2019 and 2020, we and our independent registered public accounting firm have identified material weaknesses in our internal control over financial reporting, as defined in the standards established by the PCAOB, and other control deficiencies. The material weaknesses identified included (i) a lack of accounting staff and resources with appropriate knowledge of U.S. GAAP and SEC reporting and compliance requirements; and (ii) a lack of independent directors and an audit committee. Following the identification of the material weaknesses and control deficiencies, we plan to continue to take remedial measures including (i) hiring more qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system control framework; (ii) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel; (iii) setting up an internal audit function as well as engaging an external consulting firm to assist us with assessment of Sarbanes-Oxley compliance requirements and improvement of overall internal control; and (iv) appointing independent directors, establishing an audit committee, and strengthening corporate governance. However, the implementation of these measures may not fully address the material weaknesses in our internal control over financial reporting. Our failure to correct the material weaknesses or our failure to discover and address any other material weaknesses or control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our Class A Ordinary Shares, may be materially and adversely affected. Moreover, ineffective internal control over financial reporting significantly hinders our ability to prevent fraud.

 

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Upon completion of this offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002 will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending June 30, 2022. In addition, once we cease to be an “emerging growth company,” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated, or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational, and financial resources and systems for the foreseeable future. We may be unable to complete our evaluation testing and any required remediation in a timely manner.

 

We will incur substantial increased costs as a result of being a public 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 Nasdaq, impose various requirements on the corporate governance practices of public companies.

 

Compliance with these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costlier. We will incur 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 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 Class A Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior December 31, 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.

 

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 additional 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 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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The dual class structure of our ordinary shares has the effect of concentrating voting control with our chief executive officer and chairman, and his interests may not be aligned with the interests of our other shareholders.

 

We have a dual-class voting structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Under this structure, holders of Class A Ordinary Shares are entitled to one vote per one Class A Ordinary Share, and holders of Class B Ordinary Shares are entitled to seven votes per one Class B Ordinary Share, which may cause the holders of Class B Ordinary Shares to have an unbalanced, higher concentration of voting power. Immediately prior to completion of this offering, Mr. Zhuoqin Huang, the sole shareholder of Class B Ordinary Shares, beneficially owns 5,763,077, or 100%, of our issued Class B Ordinary Shares, representing approximately 76.95% of the voting rights in our Company. After this offering, Mr. Huang will indirectly hold 5,763,077 Class B Ordinary Shares, representing approximately 69.04% of the voting rights in our Company, assuming no exercise of the over-allotment option by the underwriters, or approximately 68.00% assuming full exercise of the over-allotment option by the underwriters. As a result, until such time as his collective voting power is below 50%, Mr. Huang as the controlling shareholder has 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. He may take actions that are not in the best interests of us or our other shareholders. These corporate actions may be taken even if they are opposed by our other shareholders. Further, such concentration of voting power may discourage, prevent, or delay the consummation of change of control transactions that shareholders may consider favorable, including transactions in which shareholders might otherwise receive a premium for their shares. Future issuances of Class B Ordinary Shares may also be dilutive to the holders of Class A Ordinary Shares. As a result, the market price of our Class A Ordinary Shares could be adversely affected.

  

The dual-class structure of our ordinary shares may adversely affect the trading market for our Class A Ordinary Shares.

 

Several shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual class structure of our ordinary shares may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of our Class A Ordinary Shares.

 

We will be a “controlled company” within the meaning of the Nasdaq listing rules, and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.

 

Following this offering, our largest shareholder will continue to own more than a majority of the voting power of our outstanding ordinary shares. Under the Nasdaq listing rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and is permitted to phase in its compliance with the independent committee requirements. Although we do not intend to rely on the “controlled company” exemptions under the Nasdaq listing rules even if we are deemed a “controlled company,” we could elect to rely on these exemptions in the future. If we were to elect to rely on the “controlled company” exemptions, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, if we rely on the exemptions, during the period we remain a controlled company and during any transition period following a time when we are no longer a controlled company, you would not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

 

Substantial future sales of our Class A Ordinary Shares or the anticipation of future sales of our Class A Ordinary Shares in the public market could cause the price of our Class A Ordinary Shares to decline.

 

Sales of substantial amounts of our Class A Ordinary Shares in the public market after this offering, or the perception that these sales could occur, could cause the market price of our Class A Ordinary Shares to decline. An aggregate of 12,086,923 Class A Ordinary Shares are outstanding before the consummation of this offering and 18,086,923 Class A Ordinary Shares will be outstanding immediately after the consummation of this offering if the underwriters’ over-allotment option is not exercised, and 18,986,923 Class A Ordinary Shares will be outstanding immediately after the consummation of this offering if the underwriters’ over-allotment option is fully exercised. Sales of these shares into the market could cause the market price of our Class A Ordinary Shares to decline.

  

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We do not intend to pay dividends for the foreseeable future.

 

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our Class A Ordinary Shares if the market price of our Class A Ordinary Shares increases.

 

If securities or industry analysts do not publish research or reports about our business, or if the publish a negative report regarding our Class A Ordinary Shares, the price of our Class A Ordinary Shares and trading volume could decline.

 

Any trading market for our Class A Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our Class A Ordinary Shares would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Class A Ordinary Shares and the trading volume to decline.

 

The market price of our Class A Ordinary Shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.

 

The initial public offering price for our Class A Ordinary Shares will be determined through negotiations between the underwriters and us and may vary from the market price of our Class A Ordinary Shares following our initial public offering. If you purchase our Class A Ordinary Shares in our initial public offering, you may not be able to resell those shares at or above the initial public offering price. We cannot assure you that the initial public offering price of our Class A Ordinary Shares, or the market price following our initial public offering, will equal or exceed prices in privately negotiated transactions of our shares that have occurred from time to time prior to our initial public offering. The market price of our Class A Ordinary Shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

 

  actual or anticipated fluctuations in our revenue and other operating results;
     
  the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;
     
  actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
     
  announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

 

  price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
     
  lawsuits threatened or filed against us; and
     
  other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.

 

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

  

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Our management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may not enhance our results of operations or the price of our Class A Ordinary Shares.

 

We anticipate that we will use the net proceeds from this offering to develop and operate online content, develop a street dance training business, create derivative works of our hip-hop intellectual properties, and develop our hip-hop events, and for working capital and other general corporate purposes. Our management will have significant discretion as to the use of the net proceeds to us from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the market price of our Class A Ordinary Shares.

 

If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer.

 

We expect to qualify as a foreign private issuer upon the completion of this offering. As a foreign private issuer, we will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and we will not be required to disclose in our periodic reports all of the information that United States domestic issuers are required to disclose. While we currently expect to qualify as a foreign private issuer immediately following the completion of this offering, we may cease to qualify as a foreign private issuer in the future, in which case we would incur significant additional expenses that could have a material adverse effect on our results of operations.

 

Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer.

 

Nasdaq listing rules require listed companies to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, we are permitted to, and we may follow home country practice in lieu of the above requirements, or we may choose to comply with the above requirement within one year of listing. The corporate governance practice in our home country, the Cayman Islands, does not require a majority of our board to consist of independent directors. Thus, although a director must act in the best interests of the Company, it is possible that fewer board members will be exercising independent judgment and the level of board oversight on the management of our company may decrease as a result. In addition, Nasdaq listing rules also require U.S. domestic issuers to have a compensation committee, a nominating/corporate governance committee composed entirely of independent directors, and an audit committee with a minimum of three members. We, as a foreign private issuer, are not subject to these requirements. Nasdaq listing rules may require shareholder approval for certain corporate matters, such as requiring that shareholders be given the opportunity to vote on all equity compensation plans and material revisions to those plans, certain ordinary share issuances. We intend to comply with the requirements of Nasdaq listing rules in determining whether shareholder approval is required on such matters and to appoint a nominating and corporate governance committee. We may, however, consider following home country practice in lieu of the requirements under Nasdaq listing rules with respect to certain corporate governance standards which may afford less protection to investors.

 

Although as a Foreign Private Issuer we are exempt from certain corporate governance standards applicable to US issuers, if we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of the Nasdaq Global Market, our securities may not be listed or may be delisted, which could negatively impact the price of our securities and your ability to sell them.

 

We will seek to have our securities approved for listing on the Nasdaq Global Market upon consummation of this offering. We cannot assure you that we will be able to meet those initial listing requirements at that time. Even if our securities are listed on the Nasdaq Global Market, we cannot assure you that our securities will continue to be listed on the Nasdaq Global Market.

 

In addition, following this offering, in order to maintain our listing on the Nasdaq Global Market, we will be required to comply with certain rules of the Nasdaq Global Market, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Global Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Global Market criteria for maintaining our listing, our securities could be subject to delisting.

  

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If the Nasdaq Global Market does not list our securities, or subsequently delists our securities from trading, we could face significant consequences, including:

 

  a limited availability for market quotations for our securities;
     
  reduced liquidity with respect to our securities;
     
  a determination that our Class A Ordinary Share is a “penny stock,” which will require brokers trading in our Class A Ordinary Share to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Class A Ordinary Share;
     
  limited amount of news and analyst coverage; and
     
  a decreased ability to issue additional securities or obtain additional financing in the future.

 

Anti-takeover provisions in our amended and restated memorandum and articles of association may discourage, delay, or prevent a change in control.

 

Some provisions of our amended and restated memorandum and articles of association, which will become effective on or before the completion of this offering, may discourage, delay or prevent a change in control of our company or management that shareholders may consider favorable, including, among other things, the following:

 

  provisions that authorize our board of directors to issue shares with preferred, deferred or other special rights or restrictions without any further vote or action by our shareholders; and
     
  provisions that restrict the ability of our shareholders to call meetings and to propose special matters for consideration at shareholder meetings.

 

Our board of directors may decline to register transfers of Class A Ordinary Shares in certain circumstances.

 

Our board of directors may, in its sole discretion, decline to register any transfer of any Class A Ordinary Share which is not fully paid up or on which we have a lien. Our directors may also decline to register any transfer of any share unless (i) the instrument of transfer is lodged with us, accompanied by the certificate for the shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; (ii) the instrument of transfer is in respect of only one class of shares; (iii) the instrument of transfer is properly stamped, if required; (iv) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four; (v) the shares transferred are free of any lien in favor of us; or (vi) a fee of such maximum sum as the Nasdaq Global Market may determine to be payable, or such lesser sum as our board of directors may from time to time require, is paid to us in respect thereof.

 

If our directors refuse to register a transfer they shall, within three months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers may, on 14 days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.

 

This, however, is unlikely to affect market transactions of the Class A Ordinary Shares purchased by investors in the public offering. Once the Class A Ordinary Shares have been listed, the legal title to such Class A Ordinary Shares and the registration details of those Class A Ordinary Shares in the Company’s register of members will remain with DTC/Cede & Co. All market transactions with respect to those Class A Ordinary Shares will then be carried out without the need for any kind of registration by the directors, as the market transactions will all be conducted through the DTC systems.

  

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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 will 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 will 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 accounting standards used.

 

Because we are an “emerging growth company,” we may not be subject to requirements that other public companies are subject to, which could affect investor confidence in us and our Class A Ordinary Shares.

 

For as long as we remain an “emerging growth company,” as defined in the JOBS Act, 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 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 Class A Ordinary Shares less attractive as a result, there may be a less active trading market for our Class A Ordinary Shares and our share price may be more volatile. See “Implications of Our Being an ‘Emerging Growth Company.’”

 

The laws of the Cayman Islands may not provide our shareholders with benefits comparable to those provided to shareholders of corporations incorporated in the United States.

 

Our corporate affairs are governed by our amended and restated memorandum and articles of association, by the Companies Act (Revised) of the Cayman Islands and by the common law of the Cayman Islands. The rights of shareholders to take action against our directors, 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 in the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands and from English common law. Decisions of the Privy Council (which is the final Court of Appeal for British overseas territories such as the Cayman Islands) are binding on a court in the Cayman Islands. Decisions of the English courts, and particularly the Supreme Court and the Court of Appeal are generally of persuasive authority but are not binding in the courts of the Cayman Islands. Decisions of courts in other Commonwealth jurisdictions are similarly of persuasive but not binding authority. 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 less developed body of securities laws relative to the United States. Therefore, our public shareholders may have more difficulty protecting their interests in the face of actions by our management, directors or controlling shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

 

You may be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders.

 

Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. These rights, however, may be provided in a company’s articles of association. Our articles of association allow our shareholders holding shares representing in aggregate not less than 10% of our voting share capital in issue, to requisition a general meeting of our shareholders, in which case our directors are obliged to call such meeting. Advance notice of at least 21 clear days is required for the convening of our annual general shareholders’ meeting and at least 14 clear days’ notice any other general meeting of our shareholders. A quorum required for a meeting of shareholders consists of at least one shareholder present or by proxy, representing not less than one-third of the total issued shares carrying the right to vote at a general meeting of the Company.

 

37

 

 

If we are classified as a passive foreign investment company, United States taxpayers who own our Class A 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.

  

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 Class A 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 2021 taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive income, in which case we would be deemed a PFIC, which could have adverse US federal income tax consequences for US taxpayers who are shareholders. We will make this determination following the end of any particular tax year.

 

Although the law in this regard is unclear, we treat our PRC Affiliated Entities as being owned by us for United States federal income tax purposes, not only because we exercise effective control over the operations of such entities but also because we are entitled to substantially all of their 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 any entity 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 or are determined to be a PFIC, see “Material Income Tax Consideration—United States Federal Income Taxation—Passive Foreign Investment Company.”

 

Our pre-IPO shareholders will be able to sell their shares after the completion of this offering subject to restrictions under Rule 144 under the Securities Act, which could impact the trading price of our Class A Ordinary Shares.

 

12,086,923 of our Class A Ordinary Shares are issued and outstanding before this offering. Our pre-IPO shareholders may be able to sell their Class A Ordinary Shares under Rule 144 after the completion of this offering. See “Shares Eligible for Future Sale” below. Because these shareholders have paid a lower price per Class A Ordinary Share than participants in this offering, when they are able to sell their pre-IPO shares under Rule 144, they may be more willing to accept a lower sales price than the IPO price, which could impact the trading price of our Class A Ordinary Shares following the completion of the offering, to the detriment of participants in this offering. Under Rule 144, before our pre-IPO shareholders can sell their shares, in addition to meeting other requirements, they must meet the required holding period. We do not expect any of the Class A Ordinary Shares to be sold pursuant to Rule 144 during the pendency of this offering.

 

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

 

If we make a liquidating distribution, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of $18,292.68 and to imprisonment for five years in the Cayman Islands.

  

38

 

  

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus contains forward-looking statements that reflect our current expectations and views of future events, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus. These statements are likely to address our growth strategy, financial results and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

 

  assumptions about our future financial and operating results, including revenue, income, expenditures, cash balances, and other financial items;
     
  our ability to execute our growth, and expansion, including our ability to meet our goals;
     
  current and future economic and political conditions;
     
  our capital requirements and our ability to raise any additional financing which we may require;
     
  our ability to attract clients and further enhance our brand recognition;
     
  our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business;
     
  the COVID-19 outbreak;
     
  trends and competition in the hip-hop industry; and
     
  other assumptions described in this prospectus underlying or relating to any forward-looking statements.

 

We describe certain material risks, uncertainties and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors.” We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus, whether as a result of new information, future events, changes in assumptions, or otherwise.

 

Industry Data and Forecasts

 

This prospectus contains data related to the hip-hop industry in China. This industry data includes projections that are based on a number of assumptions which have been derived from industry and government sources which we believe to be reasonable. The hip-hop industry may not grow at the rate projected by industry data, or at all. The failure of the industry to grow as anticipated is likely to have a material adverse effect on our business and the market price of our Class A Ordinary Shares. In addition, the rapidly changing nature of the hip-hop industry subjects any projections or estimates relating to the growth prospects or future condition of our industry to significant uncertainties. Furthermore, if any one or more of the assumptions underlying the industry data turns out to be incorrect, actual results may, and are likely to, differ from the projections based on these assumptions.

  

39

 

  

ENFORCEABILITY OF CIVIL LIABILITIES

 

We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We incorporated under the laws of the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. The Cayman Islands, however, has a less developed body of securities laws as compared to the United States and provides significantly less protection for investors than the United States. Additionally, Cayman Islands companies may not have standing to sue in the Federal courts of the United States.

 

Substantially all of our assets are located in the PRC. In addition, all of our directors and officers are nationals or residents of the PRC and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or 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 Cogency Global Inc. as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

 

Ogier, our counsel with respect to the laws of the Cayman Islands, and GFE, our counsel with respect to PRC law, have advised us that there is uncertainty as to whether the courts of the Cayman Islands or the PRC would (i) 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 (ii) entertain original actions brought in the Cayman Islands or the PRC against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

 

Ogier has further advised us that there is currently no statutory enforcement or treaty between the United States and the Cayman Islands providing for enforcement of judgments. A judgment obtained in the United States, however, may be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination on 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: (i) is given by a foreign court of competent jurisdiction; (ii) is final; (iii) is not in respect of taxes, a fine or a penalty; and (iv) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or public policy of the Cayman Islands. Furthermore, it is uncertain that Cayman Islands courts would enforce: (1) judgments of U.S. courts obtained in actions against us or other persons that are predicated upon the civil liability provisions of the U.S. federal securities laws; or (2) original actions brought against us or other persons predicated upon the Securities Act. Ogier has informed us that there is uncertainty with regard to Cayman Islands law relating to whether a judgment obtained from the U.S. courts under civil liability provisions of the securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature.

 

GFE has further advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedure Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedure Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. There are no treaties or other forms of reciprocity between China and the United States for the mutual recognition and enforcement of court judgments. GFE has further advised us that under PRC law, PRC courts will not enforce a foreign judgment against us or our officers and directors if the court decides that such judgment violates the basic principles of PRC law or national sovereignty, security or public interest, thus making the recognition and enforcement of a U.S. court judgment in China difficult.

  

40

 

  

USE OF PROCEEDS

 

Based upon an assumed initial public offering price of $5.00 per Class A Ordinary Share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, we estimate that we will receive net proceeds from this offering, after deducting the estimated underwriting discounts and the estimated offering expenses payable by us, of approximately $26,894,522 if the underwriters do not exercise their over-allotment option, and $31,034,522 if the underwriters exercise their over-allotment option in full.

 

We plan to use the net proceeds we receive from this offering for the following purposes:

 

  approximately 29% for developing and operating online content;
     
  approximately 21% for developing a street dance training business;
     
  approximately 21% for creating derivative works of our hip-hop intellectual properties;
     
  approximately 14% for developing our hip-hop events; and
     
  The balance to fund working capital and for other general corporate purposes.

 

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. To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

 

In using the proceeds of this offering, we are permitted under PRC laws and regulations to utilize the proceeds from this offering to fund our PRC subsidiary by making loans to or additional capital contributions, and to fund Xiamen Pop Culture only through loans, subject to applicable government registration and approval requirements. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all. See “Risk Factors—Risks Relating to Doing Business in the PRC—PRC regulation of parent/subsidiary 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 and to make loans to Xiamen Pop Culture, which could materially and adversely affect our liquidity and our ability to fund and expand our business.”

  

41

 

  

DIVIDEND POLICY

 

We intend to keep any future earnings to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future.

 

Under the Cayman Islands law, a Cayman Islands company may pay a dividend on its shares out of either profit or share premium amount, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts due in the ordinary course of business.

 

If we determine to pay dividends on any of our Class A Ordinary Shares or Class B Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our Hong Kong subsidiary, Pop Culture HK.

 

Current PRC regulations permit our PRC subsidiary to pay dividends to Pop Culture HK only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our Affiliated Entities in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital.

 

The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. For instance, the Circular on Promoting the Reform of Foreign Exchange Management and Improving Authenticity and Compliance Review, or “SAFE Circular 3,” issued on January 26, 2017, provides that banks shall, when dealing with dividend remittance transactions from a domestic enterprise to its offshore shareholders of more than $50,000, review the relevant board resolutions, original tax filing form, and audited financial statements of such domestic enterprise based on the principal of genuine transaction. Furthermore, if our Affiliated Entities in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. If we or our PRC subsidiary is unable to receive all of the revenue from our operations, we may be unable to pay dividends on our Class A Ordinary Shares or Class B Ordinary Shares.

 

Cash dividends, if any, on our Class A Ordinary Shares or Class B Ordinary Shares will be paid in U.S. dollars. Pop Culture HK may be considered a non-resident enterprise for tax purposes, so that any dividends Heliheng pays to Pop Culture HK may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10%. See “Material Income Tax Consideration—People’s Republic of China Enterprise Taxation.”

 

In order for us to pay dividends to our shareholders, we will rely on payments made from Xiamen Pop Culture to Heliheng, pursuant to contractual arrangements between them, and the distribution of such payments to Pop Culture HK as dividends from Heliheng. If Xiamen Pop Culture or its subsidiaries incur debt on their own behalves in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.

 

Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC project. The 5% withholding tax rate, however, does not automatically apply and certain requirements must be satisfied, including without limitation that (a) the Hong Kong project must be the beneficial owner of the relevant dividends; and (b) the Hong Kong project must directly hold no less than 25% share ownership in the PRC project during the 12 consecutive months preceding its receipt of the dividends. In current practice, a Hong Kong project must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to any dividends paid by our PRC subsidiary to its immediate holding company, Pop Culture HK. As of the date of this prospectus, we have not applied for the tax resident certificate from the relevant Hong Kong tax authority. Pop Culture HK intends to apply for the tax resident certificate if and when Heliheng plans to declare and pay dividends to Pop Culture HK. See “Risk Factors—Risks Relating to Doing Business in the PRC—There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our PRC subsidiary, and dividends payable by our PRC subsidiary to our offshore subsidiaries may not qualify to enjoy certain treaty benefits.”

  

42

 

  

CAPITALIZATION 

 

The following table sets forth our capitalization as of June 30, 2020:

 

  on an actual basis; and
     
  on an as adjusted basis to reflect the issuance and sale of the Class A Ordinary Shares by us in this offering at the assumed initial public offering price of $5.00 per Class A Ordinary Share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts, and the estimated offering expenses payable by us.

 

In addition, we currently have 5,763,077 Class B Ordinary Shares issued and outstanding. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder vote, each holder of Class A Ordinary Shares will be entitled to one vote per one Class A Ordinary Share and each holder of Class B Ordinary Shares will be entitled to seven votes per one Class B Ordinary Share. The Class A Ordinary Shares are not convertible into shares of any other class. The Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holder on a one-to-one basis. The Class B Ordinary Shares are not being converted as part of this Offering.

 

You should read this capitalization table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes appearing elsewhere in this prospectus.

 

    June 30, 2020  
    Actual     As adjusted (Over-allotment option not exercised)(1)     As adjusted (Over-allotment option exercised in full)(1)  
    $     $     $  
Shareholders’ Equity:                        
Class A Ordinary Shares, $0.001 par value, 44,000,000 Class A Ordinary Shares authorized, 11,021,834 Class A Ordinary Shares issued and outstanding; 18,086,923 Class A Ordinary Shares issued and outstanding, as adjusted assuming the over-allotment option is not exercised, and 18,986,923 Class A Ordinary Shares issued and outstanding, as adjusted assuming the over-allotment option is exercised in full   $ 11,022     $ 18,087     $ 18,987  
Class B Ordinary Shares, $0.001 par value, 6,000,000 Class B Ordinary Shares authorized, 5,763,077 Class B Ordinary Shares issued and outstanding; 5,763,077 Class B Ordinary Shares issued and outstanding, as adjusted   $ 5,763     $ 5,763     $ 5,763  
Subscription receivable     (15,441 )     (16,506     (16,506
Additional paid-in capital   $ 5,813,745     $ 33,532,706     $ 37,671,806  
Accumulated profit   $ 7,472,214     $ 7,472,214     $ 7,472,214  
Accumulated other comprehensive loss   $ (367,581 )   $ (392,935 )   $ (392,935
Total Shareholders’ Equity   $ 12,919,722     $ 40,619,328     $ 44,759,328  
Total Capitalization   $ 12,919,722     $ 40,619,328     $ 44,759,328  

 

(1) Including 1,065,089 Class A Ordinary Shares issued on February 9, 2021 to acquire 6.45% non-controlling interests in Xiamen Pop Culture.
(2) Reflects the sale of Class A Ordinary Shares in this offering at an assumed initial public offering price of $5.00 per share, and after deducting the estimated underwriting discounts, and estimated offering expenses payable by us. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing. Additional paid-in capital reflects the net proceeds we expect to receive, after deducting the underwriting discounts, and estimated offering expenses payable by us. We estimate that such net proceeds will be approximately $26,894,522 ($30,000,000 offering, less underwriting discounts of $2,100,000, a corporate finance fee of approximately $300,000, and offering expenses of approximately $705,478) if the underwriters’ over-allotment option is not exercised, or $31,034,522 ($34,500,000 offering, less underwriting discounts of $2,415,000, a corporate finance fee of approximately $345,000, and offering expenses of approximately $705,478) if the underwriters’ over-allotment option is exercised in full. Underwriting discounts to be paid by us are calculated based on the assumption that no investors in this offering are introduced by us.

 

A $1.00 increase (decrease) in the assumed initial public offering price of $5.00 per Class A Ordinary Share would increase (decrease) each of additional paid-in capital, total shareholders’ equity and total capitalization by $5,520,000 if the underwriters’ over-allotment option is not exercised or $6,348,000 if the underwriters’ over-allotment option is exercised in full, assuming the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts, and estimated expenses payable by us.

 

43

 

  

DILUTION  

 

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

 

Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder vote, each holder of Class A Ordinary Shares will be entitled to one vote per one Class A Ordinary Share and each holder of Class B Ordinary Shares will be entitled to seven votes per one Class B Ordinary Share. The Class A Ordinary Shares are not convertible into shares of any other class. The Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holder on a one-to-one basis. The Class B Ordinary Shares are not being converted as part of this Offering.

 

Our net tangible book value as of June 30, 2020, was $11,554,459 or $0.69 per Class A Ordinary Share or Class B Ordinary Share. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting the net tangible book value per Class A Ordinary Share (as adjusted for the offering) from the initial public offering price per Class A Ordinary Share and after deducting the estimated underwriting discounts and the estimated offering expenses payable by us.

 

On February 9, 2021, we issued 1,065,089 Class A Ordinary Shares to several non-controlling shareholders of Xiamen Pop Culture to acquire 6.45% non-controlling interests in Xiamen Pop Culture. Net tangible book value was $0.65 per Class A Ordinary Share or Class B Ordinary Share after giving effect to the acquisition of non-controlling interests.

 

After giving effect to our sale of 6,000,000 Class A Ordinary Shares offered in this offering based on an assumed initial public offering price of $5.00 per Class A Ordinary Share after deduction of the estimated underwriting discounts and the estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2020, would have been $38,858,724, or $1.63 per outstanding Class A Ordinary Share. This represents an immediate increase in net tangible book value of $0.98 per Class A Ordinary Share to the existing shareholders, and an immediate dilution in net tangible book value of $3.36 per Class A Ordinary Share to investors purchasing Class A Ordinary Shares in this offering. The as adjusted information discussed above is illustrative only.

 

The following table illustrates such dilution:

 

    No Exercise of Over-Allotment Option     Full Exercise of Over-Allotment Option  
Assumed Initial public offering price per Class A Ordinary Share   $ 5.00     $ 5.00  
Net tangible book value per Class A Ordinary Share as of June 30, 2020   $ 0.69     $ 0.69  
Net tangible book value per Class A Ordinary Share after acquisition of non-controlling interests on February 9, 2021   $ 0.65     $ 0.65  
Increase in net tangible book value per Class A Ordinary Share attributable to payments by new investors   $ 0.98     $ 1.09  
Pro forma net tangible book value per Class A Ordinary Share immediately after this offering   $ 1.63     $ 1.74  
Amount of dilution in net tangible book value per Class A Ordinary Share to new investors in the offering   $ 3.37     $ 3.26  

 

  

The following tables summarize, on a pro forma as adjusted basis as of June 30, 2020, the differences between existing shareholders and the new investors with respect to the number of Class A Ordinary Shares purchased from us, the total consideration paid and the average price per Class A Ordinary Share before deducting the estimated underwriting discounts and the estimated offering expenses payable by us.

 

    Class A Ordinary Shares
purchased
    Total consideration     Average
price per
Ordinary
 
Over-allotment option not exercised   Number     Percent     Amount     Percent     Share  
    ($ in thousands)  
Existing shareholders     12,086,923       66.83 %   $ 5,139,514       14.63 %   $ 0.43  
New investors     6,000,000       33.17 %   $ 30,000,000       85.37 %   $ 5.00  
Total     18,086,923       100.00 %   $ 35,139,514       100.00 %   $ 1.94  

 

    Class A Ordinary Shares
purchased
    Total consideration     Average
price per
Ordinary
 
Over-allotment option exercised in full   Number     Percent     Amount     Percent     Share  
    ($ in thousands)  
Existing shareholders     12,086,923       63.66 %   $ 5,139,514       12.97 %   $ 0.43  
New investors     6,900,000       36.34 %   $ 34,500,000       87.03 %   $ 5.00  
Total     18,986,923       100.00 %   $ 39,639,514       100.00 %   $ 2.09  

 

The pro forma as adjusted information as discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our Class A Ordinary Shares and other terms of this offering determined at the pricing.

  

44

 

 

CORPORATE HISTORY AND STRUCTURE

 

Our Corporate History

 

We began our operations in 2007 through Xiamen Pop Culture, a limited liability company established pursuant to PRC laws. Xiamen Pop Culture formed four wholly owned subsidiaries, Shanghai Pudu Culture Communication Co., Ltd. (“Shanghai Pudu”) on March 30, 2017, Xiamen Pop Network Technology Co., Ltd. (“Pop Network”) on June 6, 2017, Zhongjing Pop (Guangzhou) Culture Media Co., Ltd. (“Zhongjing Pop”) on December 19, 2018, and Shenzhen Pop Culture Co., Ltd. (“Shenzhen Pop”) on January 17, 2020, pursuant to PRC laws. On August 18, 2020, we formed a new subsidiary, Xiamen Pop Sikai Interactive Technology Co., Ltd., of which Pop Network owns 51% of the equity interests and an unrelated third party owns 49%.

 

In connection with this offering, we have undertaken a reorganization of our corporate structure (the “Reorganization”) in the following steps:

 

  on January 3, 2020, we incorporated Pop Culture Group under the laws of the Cayman Islands;
     
  on January 20, 2020, we incorporated Pop Culture HK in Hong Kong as a wholly owned subsidiary of Pop Culture Group;
     
  on March 13, 2020, we incorporated Heliheng pursuant to PRC laws as a WFOE and a wholly owned subsidiary of Pop Culture HK;
     
 

we engage in radio and television program production and distribution business, which falls in the prohibited category under the Special Administrative Measures. To comply with PRC laws and regulations, on March 30, 2020, Heliheng entered into a series of contractual arrangements with Xiamen Pop Culture and its shareholders, which contractual arrangements were amended and restated on February 19, 2021 and through which Heliheng has gained absolute control over the management and received the economic benefits of Xiamen Pop Culture. For more details, see “—Our VIE Arrangements”; and

     
  between February 2020 and February 2021, our Company and our shareholders undertook a series of corporate actions, including share issuances in February 2020, re-designation of our ordinary shares into Class A and Class B Ordinary Shares in April 2020, share issuances and transfers in May 2020, and share issuances in February 2021. See “Description of Share Capital—History of Share Issuances.”

 

Certain share issuances are related to the Reorganization and are presented on a retroactive basis to reflect the Reorganization.

 

Our Corporate Structure

 

The following diagram illustrates our corporate structure, including our subsidiaries and our VIE and its subsidiaries, as of the date of this prospectus and upon completion of our IPO based on a proposed number of 6,000,000 Class A Ordinary Shares being offered, assuming no exercise of the underwriters’ over-allotment option.

  

 

 

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Notes: All percentages reflect the voting ownership interests instead of the equity interests held by each of our shareholders given that each holder of Class B Ordinary Shares will be entitled to seven votes per one Class B Ordinary Share and each holder of Class A Ordinary Shares will be entitled to one vote per one Class A Ordinary Share.

 

  (1) Represents 5,763,077 Class B Ordinary Shares indirectly held by Zhuoqin Huang, the 100% owner of Joya Enterprises Limited, as of the date of this prospectus.

  

  (2) Represents an aggregate of 12,086,923 Class A Ordinary Shares held by 36 shareholders of Pop Culture Group, each one of which holds less than 5% of our voting ownership interests, as of the date of this prospectus.

 

  (3) As of the date of this prospectus, Xiamen Pop Culture is held by Zhuoqin Huang as to 61.58%, Weiyi Lin as to 10.02%, Rongdi Zhang as to 9.10%, Chunxiao Cui as to 6.11%, Xiayu Cui as to 6.11%, Junlong He as to 4.42%, Yu Huang as to 2.42%, Azhen Lin as to 0.12%, and Wuyang Chen as to 0.12%, respectively, together holding 100% of the shares.

 

For details of our principal shareholders’ ownership, please refer to the beneficial ownership table in the section captioned “Principal Shareholders.”

 

Our VIE Arrangements

 

Neither we nor our subsidiaries own any share in Xiamen Pop Culture. Instead, we control and receive the economic benefits of Xiamen Pop Culture’s business operation through the VIE Arrangements entered into on March 30, 2020, which were amended and restated on February 19, 2021. The VIE Arrangements are designed to provide Heliheng with the power, rights, and obligations equivalent in all material respects to those it would possess as the principal equity holder of Xiamen Pop Culture, including absolute control rights and the rights to the assets, property, and revenue of Xiamen Pop Culture.

 

As a result of our direct ownership in Heliheng and the VIE Arrangements, we are regarded as the primary beneficiary of our VIE, and we treat our VIE and its subsidiaries as our consolidated entities under U.S. GAAP. We have consolidated the financial results of our VIE and its subsidiaries in our consolidated financial statements in accordance with U.S. GAAP.

 

Each of the agreements in the VIE Arrangements is described in detail below. For the complete text of these contractual arrangements, please see the copies filed as exhibits to the registration statement of which this prospectus forms a part.

 

In the opinion of GFE, our PRC counsel:

 

  the ownership structures of Heliheng and Xiamen Pop Culture, both currently and immediately after giving effect to this offering, do not and will not contravene any PRC laws or regulations currently in effect; and
     
  the VIE Arrangements governed by PRC laws are valid and binding upon each party to such arrangements and enforceable against each party thereto in accordance with their terms and applicable PRC laws and regulations currently in effect.

 

However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations, and rules. Accordingly, the PRC regulatory authorities may in the future take a view that is contrary to or otherwise different from the above opinion of our PRC counsel. It is uncertain whether any new PRC laws or regulations relating to VIE structures will be adopted or if adopted, what they would provide. If the PRC government finds that the agreements that establish the structure for the operation of Xiamen Pop Culture do not comply with PRC government restrictions on foreign investment in our business, we could be subject to severe penalties including being prohibited from continuing operations. See “Risk Factors—Risks Relating to Our Corporate Structure—If the PRC government deems that the contractual arrangements in relation to our VIE do not comply with PRC regulatory restrictions on foreign investment in 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” and “Risk Factors—Risks Relating to Doing Business in the PRC—Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protection available to you and us” for more details.

 

Exclusive Services Agreement

 

Pursuant to the Exclusive Services Agreement between Xiamen Pop Culture and Heliheng, Heliheng provides Xiamen Pop Culture with technical support, intellectual services, and other management services relating to its day-to-day business operations and management, on an exclusive basis, utilizing its advantages in technology, human resources, and information. For services rendered to Xiamen Pop Culture by Heliheng under the Exclusive Services Agreement, Heliheng is entitled to collect a service fee equal to 100% of the net income of Xiamen Pop Culture, which is Xiamen Pop Culture’s earnings before tax after deducting relevant costs and reasonable expenses.

  

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The Exclusive Services Agreement became effective on March 30, 2020, was amended and restated on February 19, 2021, and will remain effective unless otherwise terminated as required by laws or regulations, or by relevant governmental or regulatory authorities. Nevertheless, the Exclusive Services Agreement shall be terminated after all shares in Xiamen Pop Culture held by the Xiamen Pop Culture Shareholders and/or all the assets of Xiamen Pop Culture have been legally transferred to Heliheng and/or its designee in accordance with the Exclusive Option Agreement.

 

The Exclusive Services Agreement does not prohibit related party transactions. Upon the establishment of the audit committee at the consummation of this offering, the Company’s audit committee will be required to review and approve in advance any related party transactions, including transactions involving Heliheng or Xiamen Pop Culture.

 

Share Pledge Agreement

 

Under the Share Pledge Agreement between Heliheng and the Xiamen Pop Culture Shareholders, together holding 100% of the shares in Xiamen Pop Culture, the Xiamen Pop Culture Shareholders pledged their shares in Xiamen Pop Culture to Heliheng to guarantee the performance of Xiamen Pop Culture’s obligations under the Exclusive Services Agreement. Under the terms of the Share Pledge Agreement, in the event that Xiamen Pop Culture or the Xiamen Pop Culture Shareholders breach their respective contractual obligations under the Exclusive Services Agreement, Heliheng, as pledgee, will be entitled to certain rights, including, but not limited to, the right to collect dividends generated by the pledged shares. The Xiamen Pop Culture Shareholders also agreed that upon occurrence of any event of default, as set forth in the Share Pledge Agreement, Heliheng is entitled to dispose of the pledged shares in accordance with applicable PRC laws. The Xiamen Pop Culture Shareholders further agreed not to dispose of the pledged shares or take any action that would prejudice Heliheng’s interest.

 

The Share Pledge Agreement is effective until the full payment of the service fees under the Exclusive Services Agreement and upon termination of Xiamen Pop Culture’s obligations under the Exclusive Services Agreement, or upon the transfer of shares under the Exclusive Option Agreement.

 

The purposes of the Share Pledge Agreement are to (1) guarantee the performance of Xiamen Pop Culture’s obligations under the Exclusive Services Agreement, (2) make sure the Xiamen Pop Culture Shareholders do not transfer or assign the pledged shares, or create or allow any encumbrance that would prejudice Heliheng’s interests without Heliheng’s prior written consent, and (3) provide Heliheng control over Xiamen Pop Culture. In the event Xiamen Pop Culture breaches its contractual obligations under the Exclusive Services Agreement, Heliheng will be entitled to dispose of the pledged shares in accordance with relevant PRC laws.

 

As of the date of this prospectus, the share pledges under the Share Pledge Agreement have been registered with the competent PRC regulatory authority.

 

Exclusive Option Agreement

 

Under the Exclusive Option Agreement, the Xiamen Pop Culture Shareholders, together holding 100% of the shares in Xiamen Pop Culture, irrevocably granted Heliheng (or its designee) an exclusive option to purchase, to the extent permitted under PRC law, once or at multiple times, at any time, part or all of their shares in Xiamen Pop Culture. The option price is RMB10 or the minimum amount to the extent permitted under PRC law, whichever is lower.

 

Under the Exclusive Option Agreement, Heliheng may at any time under any circumstances, purchase or have its designee purchase, at its discretion, to the extent permitted under PRC law, all or part of the Xiamen Pop Culture Shareholders’ shares in Xiamen Pop Culture. The Exclusive Option Agreement, together with the Share Pledge Agreement, the Exclusive Services Agreement, and the Shareholders’ Powers of Attorney, enable Heliheng to exercise effective control over Xiamen Pop Culture.

 

The Exclusive Option Agreement remains effective until all the equity of Xiamen Pop Culture is legally transferred under the name of Heliheng and/or other entity or individual designated by it, unless terminated earlier by Heliheng with a 30-day prior notice.

  

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Shareholders’ Powers of Attorney

 

Under each of the Powers of Attorney, the Xiamen Pop Culture Shareholders authorized Heliheng to act on their behalf as their exclusive agent and attorney with respect to all rights as shareholders, including but not limited to: (a) attending shareholders’ meetings; (b) exercising all the shareholder’s rights, including voting, that shareholders are entitled to under the laws of China and the Articles of Association, including but not limited to the sale or transfer or pledge or disposition of shares in part or in whole; and (c) designating and appointing on behalf of shareholders the legal representative, the executive director, supervisor, the chief executive officer, and other senior management members of Xiamen Pop Culture.

 

The Powers of Attorney is irrevocable and continuously valid from the date of execution of the Powers of Attorney, so long as the Xiamen Pop Culture Shareholders are shareholders of Xiamen Pop Culture.

 

Spousal Consents

 

The spouses of certain of the Xiamen Pop Culture Shareholders agreed, via a spousal consent, to the execution of the “Transaction Documents” including: (a) Exclusive Option Agreement entered into with Heliheng and Xiamen Pop Culture; (b) Share Pledge Agreement entered into with Heliheng; and (c) Powers of Attorney executed by the Xiamen Pop Culture Shareholders, and the disposal of the shares of Xiamen Pop Culture held by the Xiamen Pop Culture Shareholders and registered in their names.

 

The spouses of certain of the Xiamen Pop Culture Shareholders further undertake not to make any assertions in connection with the shares of Xiamen Pop Culture which are held by the Xiamen Pop Culture Shareholders. The spouses of certain of the Xiamen Pop Culture Shareholders confirm that the Xiamen Pop Culture Shareholders can perform, amend, or terminate the Transaction Documents without their authorization or consent. They undertake to execute all necessary documents and take all necessary actions to ensure appropriate performance of the agreements.

 

The spouses of certain of the Xiamen Pop Culture Shareholders also undertake that if they obtain any share of Xiamen Pop Culture which are held by the Xiamen Pop Culture Shareholders for any reasons, they shall be bound by the Transaction Documents and comply with the obligations thereunder as shareholders of Xiamen Pop Culture. For this purpose, upon Heliheng’s request, they shall sign a series of written documents in substantially the same format and content as the Transaction Documents and Exclusive Services Agreement (as amended from time to time).

  

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

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Disclosure Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

 

BUSINESS OVERVIEW

 

Through our services, we aim to promote hip-hop culture and its values of love, peace, unity, respect, and fun, and to promote cultural exchange with respect to hip hop between the United States and China. We do this mainly by delivering event experiences with significant hip-hop elements to the younger generation.

 

With the values of hip-hop culture at our core and the younger generation as our primary target audience, we host entertainment events, operate hip-hop related online programs, and provide event planning and execution services and marketing services to corporate clients. We seek to create value for stakeholders in all parts of the hip-hop ecosystem, from fans to artists, corporate clients, and sponsors.

 

We own an extensive portfolio of intellectual property rights related to hip-hop events, including a stage play, three dance competitions or events, two cultural and musical festivals, and two promotional parties that feature live hip-hop performances in karaoke bars or amusement parks to promote hip-hop culture, and we cooperate with music companies and artists to host various concerts in China; starting from March 2020, we have been developing and operating hip-hop related online programs. Our concerts and hip-hop events generated an attendance of 127,930 and 122,000 during the fiscal years ended June 30, 2020 and 2019, respectively, and our online hip-hop programs had generated over 264 million views between March 2020 and January 31, 2021. We generate revenue from our event hosting business by providing sponsorship packages in exchange for sponsorship fees, and by selling tickets for those concerts.

 

We help corporate clients with the design, logistics, and layout of events, coordinate and supervise the actual event set-up and implementation, and generate revenue through service fees. Our services feature significant hip-hop elements and cover each aspect of corporate and marketing events, including communication, planning, design, production, reception, execution, and analysis. During the fiscal years ended June 30, 2020 and 2019, we served 16 and 35 clients in 49 and 43 events, respectively.

 

We provide marketing services, including (i) brand promotion services, such as trademark and logo design, visual identity system design, brand positioning, brand personality design, and digital solutions, and (ii) other services, primarily advertisement distribution, to corporate clients for service fees.

 

We believe that the main reason corporate clients hire us to plan and execute events and provide marketing services geared towards the younger generation is for our deep understanding of the taste and preferences of this generation.

 

Factors and Trends Affecting Our Results of Operations

 

Our operating results are subject to general conditions typically affecting the hip-hop industry, including changes in governmental policies and laws, uneven economic development, competition from other companies in the same industry, and increases in operating costs and expenses due to inflation and other factors such as an unusual large-scale epidemic which prevents us from hosting live events and concerts and providing related services. Unfavorable changes in any of these general conditions could negatively affect our events undertaking and otherwise adversely affect our results of operations. See “Risk Factors—Risks Relating to Doing Business in the PRC—Changes in China’s economic, political, or social conditions or government policies could have a material adverse effect on our business and operations,” “Risk Factors—Risks Related to Our Business—The markets in which we operate are highly competitive,” and “Risk Factors—Risks Related to Our Business—We depend on the success of live entertainment events, which are inherently susceptible to risks, and our exposure to such risks is potentially heightened as a result of the nature of entertainment events and the fan experiences we seek to create.”

 

While our business is influenced by general factors affecting our industry, our operating results are more directly affected by company-specific factors, including the following key factors:

 

  Our ability to retain the existing clients and increase new clients;
     
  Our ability to maintain and enhance the recognition of our brands; and
     
  Our ability to protect and develop our intellectual property.

 

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See “Risk Factors—Risks Related to Our Business—If we are unable to retain the existing clients for our Event Planning and Execution and Marketing businesses, our results of operations will be materially and adversely affected,” “Risk Factors—Risks Related to Our Business—In our Event Hosting business, we primarily generate revenue from sponsorship. If we fail to attract more sponsors to our concerts, hip-hop events, and online hip-hop programs, or if sponsors are less willing to sponsor us, our revenue may be adversely affected,” “Risk Factors—Risks Related to Our Business—Our business depends on the continued success of our brands, and if we fail to maintain and enhance the recognition of our brands, we may face difficulty increasing our network of partners and clients, and our reputation and operating results may be harmed,” and “Risk Factors—Risks Related to Our Business—We could be adversely affected by a failure to protect our intellectual property or the intellectual property of our partners.”

 

COVID-19 Affecting Our Results of Operations  

 

The recent COVID-19 outbreak has spread in China and throughout the world. The pandemic has resulted in quarantines, travel restrictions, and temporary closure of stores and facilities in China and elsewhere. As the majority of our net revenue is derived from hosting events and providing services related to events in China, the pandemic poses the risk that we or our third-party service providers, corporate clients, and other business partners may be prevented from conducting business activities for an unknown period of time, including due to shutdowns that may be requested or mandated by governmental authorities.

 

Our results of operations and financial condition since February 2020 have been affected by the spread of COVID-19 as the Chinese government took a number of actions, including extending the Chinese New Year holiday, quarantining individuals infected with or suspected of having COVID-19, prohibiting residents from free travel, encouraging employees of enterprises to work remotely from home, and cancelling public activities. In particular, between February and May 2020, all of the offline events we expected to host or plan and execute were suspended because governmental authorities imposed restrictions on large in-person gatherings, and we also suffered a decrease in the marketing business because of the sluggish demand for advertising or marketing activities. Fortunately, the outbreak seems to have been under relative control in China since May 2020 and the restrictions on public events and gatherings have been gradually lifted, and we resumed our offline event planning and execution and event hosting in June 2020.

 

On the other hand, the COVID-19 outbreak has prompted us to accelerate our online business development. Starting from March 2020, we have created 16 online hip-hop programs, among which two generated revenue during the year ended June 30, 2020. Our online hip-hop programs include street dance tutorial programs, collections of street dance performance videos, and collections of short music videos on trendy shoes and clothes related to hip-hop culture. See “Business—Our Business Model—Event Hosting.” We expect that additional online hip-hop programs will generate more online promotion fees and less offline costs, thereby resulting in a change of our cost structure and potentially an increased profit margin if we achieve economies of scale.

 

For the year ended June 30, 2020, our revenue, cost of revenue, and net income was $15,688,080, $11,158,847, and $2,625,817, respectively, which decreased by 18%, 15%, and 31%, compared to the revenue, cost of revenue, and net income for the year ended June 30, 2019, respectively. The decrease in net income was mainly attributable to the decreased revenue, gross profit, increased professional service fees related to the planned initial public offering, and bad debt allowance for accounts receivable. Because of the COVID-19 outbreak, travel bans and temporary closure of businesses in China had depressed the overall economic condition of China and operations of our customers, which led to some customers’ lower degree of liquidity and delay in paying us service fees within the contractual credit terms. For the year ended June 30, 2020, turnover day of accounts receivable was 286 days and 82% of current-year revenue was in accounts receivable as of June 30, 2020. As of January 31, 2021 a total of $ 7,913,620, or 53.43%, out of the accounts receivable balance of $14,810,146 as of June 30, 2020 had been collected. We have made additional allowances for those accounts receivable that we believe may not be collectible; for the remaining balance of accounts receivable that are aged over our normal credit terms, we evaluated the credit conditions of the related customers and we believe that we should be able to collect those as scheduled. We are continuing our efforts to collect accounts receivable and believe the negative impact of COVID-19 on collectability will gradually be alleviated along with the recovery of China’s economy.

 

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In response to the national prevention policy for COVID-19, we have undertaken a series of preventive measures such as disinfection of offices, free mask distribution, and temperature monitoring to ensure the safety of employees returning to work, which only slightly increased our expenditures. We have taken advantage of recent tax relief and lease concessions such as reduced social insurance contributions we were required to make for employees, and lease exemptions, which enhanced our short-term liquidity during the COVID-19 outbreak. From May 2020 through July 2020, we lowered the salaries of our employees to reduce human capital resource expenditures in line with our weak offline business performance. We increased the salaries by the end of July 2020 and the salary cut has not adversely impacted our staff retention so far. For bank loans and other obligations, we have timely settled interest or principal payments. The COVID-19 outbreak did not affect our ability to access our traditional funding sources on the same or reasonably similar terms. We borrowed $424,346 under a Credit Facility Agreement with Xiamen Bank dated May 26, 2020, $1,414,487 under a Factoring Agreement with Industry Bank Co., Ltd. dated July 1, 2020 by factoring the collection rights over accounts receivable from one of our customers under a service agreement, which Factoring Agreement expired in January 2021, and $282,897 under a short-term bank loan agreement with Xiamen Bank dated on August 10, 2020. We raised another $1,707,893 by private placement on May 30, 2020. We currently expect to obtain cash still principally from our operating activities and potential investors. For any shortfall of cash flow, we may seek more financial support such as bank loans and shareholders’ contribution.

 

The extent to which COVID-19 impacts our results of operations during 2021 will depend on the future developments of the outbreak, including new information concerning the global severity of and actions taken to contain the outbreak, which are highly uncertain and unpredictable. In addition, our results of operations could be adversely affected to the extent that the outbreak harms the Chinese economy in general. 

   

RESULTS OF OPERATIONS

  

    For the Fiscal Years Ended June 30,     Change  
    2019     2020     Amount     %  
REVENUE:                        
  Event hosting   $ 6,532,438     $ 7,630,377     $ 1,097,939       17 %
  Event planning and execution     9,952,530       5,493,851       (4,458,679 )     (45 )%
  Brand promotion     2,432,720       2,241,869       (190,851 )     (8 )%
  Other services     114,078       321,983       207,905       182 %
Total revenue     19,031,766       15,688,080       (3,343,686 )     (18 )%
Cost of revenue     13,158,537       11,158,847       (1,999,690 )     (15 )%
GROSS PROFIT     5,873,229       4,529,233       (1,343,996 )     (23 )%
Selling and marketing expenses     133,332       110,132       (23,200 )     (17 )%
General and administrative expenses     492,733       1,256,954       764,221       155 %
  Total operating expenses     626,065       1,367,086       741,021       118 %
INCOME FROM OPERATIONS     5,247,164       3,162,147       (2,085,017 )     (40 )%
OTHER (EXPENSES) INCOME                                
Interest expense     (123,833 )     (125,560 )     (1,727 )     1 %
Other (expense) income, net     (2,591 )     46,235       48,826       (1,884 )%
Total other expenses, net     (126,424 )     (79,325 )     47,099       (37 )%
INCOME BEFORE INCOME TAX PROVISION     5,120,740       3,082,822       (2,037,918 )     (40 )%
Provision of income taxes     1,288,982       457,005       (831,977 )     (65 )%
NET INCOME     3,831,758       2,625,817       (1,205,941 )     (31 )%

  

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Revenue

 

Our revenue for the fiscal years ended June 30, 2019 and 2020 were derived from the following sources:

 

    For the Fiscal Years Ended June 30,     Change  
    2019     %     2020     %     Amount     %  
Event Hosting   $ 6,532,438       34 %   $ 7,630,377       49 %   $ 1,097,939       17 %
Event Planning and Execution     9,952,530       52 %     5,493,851       35 %     (4,458,679 )     (45 )%
Brand Promotion     2,432,720       13 %     2,241,869       14 %     (190,851 )     (8 )%
Other services     114,078       1 %     321,983       2 %     207,905       182 %
Total revenue   $ 19,031,766       100 %   $ 15,688,080       100 %   $ (3,343,686 )     (18 )%

 

Our revenue decreased by $3,343,686, or 18%, from $19,031,766 for the fiscal year ended June 30, 2019 to $15,688,080 for the fiscal year ended June 30, 2020.

 

Event hosting revenue for the fiscal year ended June 30, 2020 was $7,630,377, an increase of 17% from $6,532,438 for the fiscal year ended June 30, 2019, primarily due to our new online hip-hop business including street dance tutorial programs, collections of street dance performances videos, and collections of short music videos on trendy shoes and clothes related to hip-hop culture, attracting more sponsors to promote their brands as strategic cooperation partners implanted in the online hip-hop videos. During the fiscal year ended June 30, 2020, we hosted 29 dance competition events, and 19 music festivals and promotional parties, with an average event sponsorship fee of $153,140 and $114,901, respectively. We also generated revenue from two online hip-hop programs, with an average sponsorship fee of $503,098 per program. We attracted an aggregate of 127,930 hip-hop event participants and more than four million online hip-hop program views during the fiscal year ended June 30, 2020. During the fiscal year ended June 30, 2019, we hosted 30 dance competition events, six concerts, and two music festivals and promotional parties with an average sponsorship fee of $143,085, $179,718, and $109,547, respectively, and we had average ticket sales of $157,079 per concert. We attracted an aggregate of 102,000 hip-hop event participants and 20,000 total concert audience during the fiscal year ended June 30, 2019.

 

Event planning and execution revenue for the fiscal year ended June 30, 2020 was $5,493,851, a decrease of 45% from $9,952,530 for the fiscal year ended June 30, 2019, primarily due to the impact of COVID-19 during the first half of 2020. During the fiscal year ended June 30, 2020, we executed 49 events for 16 clients with an average planning and execution service fee of $112,119 per event, compared with 43 events executed for 35 clients with an average planning and execution service fee of $231,454 per event during the fiscal year ended June 30, 2019.

 

Brand promotion revenue for the fiscal year ended June 30, 2020 was $2,241,869, a decrease of 8% from $2,432,720 for the fiscal year ended June 30, 2019 due to the sluggish demand for advertising or marketing activities during the first half of 2020 as a result of the COVID-19 outbreak.

 

The average service prices by category of event hosting and event planning and execution for the years ended June 30, 2019 and 2020 were as follows: 

 

For the year ended June 30, 2019
          Average price  
Type   Number of events     Sponsorship fee     Event
ticket
sales
    Planning and execution
service fees
 
Event Hosting Dance competition     30     $ 143,085       -       -  
Concert     6     $ 179,718     $ 157,079       -  
  Music festival and promotional party     2     $ 109,547                  
                                     
    Event Planning and Execution     43               -     $ 231,454  
                                     

 

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For the year ended June 30, 2020
    Average price  
Type   Number of events     Sponsorship fee     Planning and execution
service fees
 
Event Hosting Dance competition     29     $  153,140       -  
Music festival and promotional party     19     $  114,901       -  
Online hip-hop program     2     $   503,098       -  
                             
    Event Planning and Execution     49       -     $ 112,119  
                             

  

Cost of revenue

 

Our cost of revenue for the fiscal years ended June 30, 2019 and 2020 was derived from the following sources:

 

    For the Fiscal Years Ended June 30,     Change  
    2019     %     2020     %     Amount     %  
Event Hosting   $ 4,216,097       32 %   $ 5,328,313       48 %   $ 1,112,216       26 %
Event Planning and Execution     7,646,097       58 %     4,578,734       41 %     (3,067,363 )     (40 )%
Brand Promotion     1,219,977       9 %     1,065,000       9 %     (154,977 )     (13 )%
Other services     76,366       1 %     186,800       2 %     110,434       145 %
Total Cost of revenue   $ 13,158,537       100 %   $ 11,158,847       100 %   $ (1,999,690 )     (15 )%

   

Cost of revenue for the fiscal year ended June 30, 2020 was $11,158,847, a decrease of $1,999,690, or 15%, from $13,158,537 for the fiscal year ended June 30, 2019. The decrease was proportionally in line with the decrease of revenue.

 

Cost of event hosting increased by 26% from $4,216,097 for the fiscal year ended June 30, 2019 to $5,328,313 for the fiscal year ended June 30, 2020, primarily because we hosted more events compared to the previous year and started to operate online hip-hop programs. Cost of event hosting mainly included staff costs, venue rental fees, stage construction costs, actor performance compensations, online program production costs, and other miscellaneous expenses.

 

Cost of event planning and execution decreased by 40% from $7,646,097 for the fiscal year ended June 30, 2019 to $4,578,734 for the fiscal year ended June 30, 2020, proportionately with the decrease of revenue due to the decreased number of clients and less events executed due to the impact of the COVID-19 outbreak as mentioned above. Cost of event planning and execution mainly included third party event service provider fees, supply materials expenses, venue rental fees, and actor performance expenses.

 

Cost of brand promotion decreased by 13% from $1,219,977 for the fiscal year ended June 30, 2019 to $1,065,000 for the fiscal year ended June 30, 2020, which was in line with the trend of revenue decrease.

 

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Gross profit and gross margin

 

Our gross profits for the fiscal years ended June 30, 2019 and 2020, are shown in the following table:

 

    For the Fiscal Years Ended June 30,     Change  
    2019     %     Gross Margin     2020     %     Gross Margin     Amount     %  
Event Hosting   $ 2,316,341       39 %     35 %   $ 2,302,064       51 %     30 %   $ (14,277 )     (1 )%
Event Planning and Execution     2,306,433       39 %     23 %     915,117       20 %     17 %     (1,391,316 )     (60 )%
Brand Promotion     1,212,743       21 %     50 %     1,176,869       26 %     52 %     (35,874 )     (3 )%
Other services     37,712       1 %     33 %     135,183       3 %     42 %     97,471       258 %
Total gross profit   $ 5,873,229       100 %     31 %   $ 4,529,233       100 %     29 %   $ (1,343,996 )     (23 )%

 

As a result of the foregoing, we had gross profit of $5,873,229 and $4,529,233 with gross margins of 31% and 29% for the fiscal years ended June 30, 2019 and 2020, respectively. The decrease of overall gross profit was due to the decrease of gross profit in event planning and execution business, as we involved more third-party service providers in fulfilling contracts in the year ended June 30, 2020, which resulted in less project profit.

 

Operating expenses

 

The following table sets forth the breakdown of our operating expenses for the fiscal years ended June 30, 2019 and 2020:

 

    For the Fiscal Years Ended June 30,     Change  
    2019     %     2020     %     Amount     %  
Selling and marketing expenses   $ 133,332       21 %   $ 110,132       8 %   $ (23,200 )     (17 )%
General and administrative expenses     492,733       79 %     1,256,954       92 %     764,221       155 %
Total expenses   $ 626,065       100 %   $ 1,367,086       100 %   $ 741,021       118 %

 

Selling and marketing expenses

 

Selling and marketing expenses decreased by 17% from $133,332 for the fiscal year ended June 30, 2019 to $110,132 for the fiscal year ended June 30, 2020, as a comprehensive result of decreased travelling and entertainment expenses in the amount of $67,417 attributable to the travel restrictions and temporary closure of stores and facilities in China for the first half of 2020 due to COVID-19.

  

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General and administrative expenses

 

General and administrative expenses increased by 155% from $492,733 for the fiscal year ended June 30, 2019 to $1,256,954 for the fiscal year ended June 30, 2020, primarily as a result of increased bad debt expenses and professional service fees related to the planned initial public offering.

 

Income tax expenses

 

Income tax expenses amounted to $1,288,982 and $457,005 for the fiscal years ended June 30, 2019 and 2020, respectively. The decrease resulted from the decreased taxable income for the fiscal year ended June 30, 2020. We were also able to obtain favorable income tax rate for some of our PRC Affiliated Entities that have been recognized as small-scale and low-profit enterprises.

 

Net income

 

As a result of the foregoing, our net income for the fiscal years ended June 30, 2019 and 2020, was $3,831,758 and $2,625,817, respectively.

 

LIQUIDITY AND CAPITAL RESOURCES

   

For the fiscal year ended June 30, 2020, we had a negative cash flow of $2,604,829 in operating activities, which was mainly caused by an increase in accounts receivable because some of our customers slowed down their payments due to depressed market condition as impacted by the COVID-19 outbreak, and by an increase in prepayments for the development of our recently launched online hip-hop programs. As of June 30, 2020, we had cash and cash equivalents of $1,359,137 and a total working capital of $11,534,785, and we had several short-term bank borrowings amounting to $1,838,833. Accounts receivable are a significant component of our working capital. We require prepayments, approximately 30% of the contract price, from a limited number of customers whose events need considerable resources such as materials procurement, activity design, and actor hiring before the completion of the events. We usually extend to our customers credit terms of around 180 days after we successfully provide services, which is indicated by the customers’ acknowledgement of completion of the events, activities, or brand solutions by providing us with completion confirmation forms, resulting in accounts receivable. However, the turnover days for accounts receivable were negatively impact by the COVID-19 outbreak. The turnover days for accounts receivable for the fiscal years ended June 30, 2019 and 2020 were 131 days and 286 days, respectively, which was calculated as the average of the beginning and ending balance of the accounts receivable for the fiscal year, divided by our revenue during that fiscal year, multiplied by 365 days. The 155-day increase in our accounts receivable turnover days from fiscal 2019 to fiscal 2020 was mainly caused by the COVID-19 outbreak. The timeline of our collection can be influenced by economic environment, market liquidity, customers’ financial conditions, and our collection effort. We have accrued additional allowances on those accounts receivable that we believe are unlikely to be collected. As of November 10, 2020, we had managed to collect a total of $4,482,635, or 30%, out of the accounts receivable balance of $14,810,146 as of June 30, 2020. For the remaining accounts receivable that were aged over our normal credit terms, we evaluated the credit conditions of the related customers and we are continuing our efforts to collect them. We believe we should be able to collect those accounts receivable as scheduled. We will closely monitor the collection progress and assess periodically if any additional allowance on our outstanding accounts receivable is necessary.

 

For the year ended June 30, 2020, our principal source of cash came from our operational income, bank loans, and contribution from shareholders. Most of our cash resources were used to pay for the services received from third parties, rental expenses, and payroll. If necessary, our principal shareholders will continue to provide working capital for our business. We believe we have sufficient cash to fund our operations for at least the next 12 months from the date of this prospectus.

 

The following table provides the information about our working capital as of June 30, 2019 and 2020:

 

    As of June 30,     Change  
    2019     2020     Amount     %  
Current assets   $ 11,999,221     $ 20,523,757     $ 8,524,536       71 %
Current liabilities     6,685,085       8,988,972       2,303,887       34 %
Working capital   $ 5,314,136     $ 11,534,785     $ 6,220,649       117 %

 

As of June 30, 2020, we had working capital of $11,534,785, an increase of $6,220,649, or 117%, from $5,314,136 as of June 30, 2019.

 

As of June 30, 2020, our total current assets amounted to $20,523,757, which primarily included $1,359,137 in cash, $14,810,146 in accounts receivable, and $3,176,527 in advances to suppliers. Our total current liabilities were $8,988,972 as of June 30, 2020, which primarily included $2,795,508 in accounts payable, $2,374,093 in taxes payable, $1,838,833 in short-term bank loans, and $1,764,608 in deferred revenue.

 

As of June 30, 2019, our total current assets were $11,999,221, which primarily included $9,770,510 in accounts receivable and $678,191 in advances to suppliers. Our total current liabilities were $6,685,085 as of June 30, 2019, which primarily included $2,827,330 in accounts payable, $1,981,799 in short-term bank loans, and $1,705,147 in taxes payable.

  

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Cash and cash equivalent

 

As of June 30, 2020, we had cash and cash equivalent of $1,359,137, an increase of $703,648 from $655,489 as of June 30, 2019, mainly from financing activities.

 

The following table summarizes our cash flows for the fiscal years ended June 30, 2019 and 2020:

 

    For the Fiscal Years
Ended June 30,
       
    2019     2020     Change  
Net cash provided by (used in) operating activities   $ 821,200     $ (2,604,829 )   $ (3,426,029 )
Net cash (used in) provided by investing activities     (2,077,298 )     3,261       2,080,559  
Net cash provided by financing activities     1,499,084       3,265,133       1,766,049  
Effect of exchange rate fluctuation on cash     (16,984 )     40,083       57,067  
Net increase in cash   $ 226,002     $ 703,648     $ 477,646  

  

Cash flow provided by operating activities

 

Net cash used in operating activities was $2,604,829 during the fiscal year ended June 30, 2020 compared with net cash provided by operating activities of $821,200 during the fiscal year ended June 30, 2019.

 

For the fiscal year ended June 30, 2019, net cash provided by operating activities was $821,200, mainly derived from a net income of $3,831,758, an increase of accounts payable of $2,166,329 as we increased the purchase of services, an increase of taxes payable of $1,376,248 attributable to our increased taxable income for the fiscal year ended June 30, 2019 and a decrease of prepaid expenses and other current assets of $395,198; partially offset by increases of accounts receivable of $6,123,120 and advance to suppliers of $630,184, because we had an increased number of projects for our event planning and execution services, which brought more accounts receivable and demanded more prepayments to some extent.

 

For the fiscal year ended June 30, 2020, net cash used in operating activities was $2,604,829, mainly caused by an increase of accounts receivables of $5,672,992 because some clients failed to pay us in time due to the negative impact on their operations and liquidity caused by the COVID-19 outbreak, and an increase of advance to suppliers of $2,531,334 since we made prepayments for the development of online hip-hop programs and other service fees; partially offset by the net income of $2,625,817, an increase of deferred revenue of $1,762,730 because of the factoring against an ongoing project in exchange for advance collection, and an increase of tax payable of $721,743, because delayed payment in income tax payable.

 

Cash flow used in investing activities

  

For the fiscal year ended June 30, 2019, net cash used in investing activities was $2,077,298, consisting of the purchase of the production copyright of a stage play in the amount of $2,086,819 and the purchase of property and equipment in the amount of $11,436, offset by proceeds from the disposal of equipment in the amount of $20,957.

  

For the fiscal year ended June 30, 2020, net cash used in investing activities was $3,261, consisting of the proceeds from the disposal of equipment in the amount of $4,977, offset by the purchase of property and equipment in the amount of $1,716.

 

Cash flow provided by financing activities

 

For the fiscal year ended June 30, 2019, net cash provided by financing activities was $1,499,084, consisting of proceeds from bank loans in the amount of $1,905,209, offset by the repayments of bank loans in the amount of $406,125.

 

For the fiscal year ended June 30, 2020, net cash provided by financing activities was $3,265,133, consisting of proceeds from contribution from shareholders in the amount of $3,817,842 and proceeds from bank loans in the amount of $1,838,833; offset by the repayments of bank loans in the amount of $1,981,799 and a payment for deferred offering cost of $409,743.

 

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CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS

 

Contractual Obligations

 

Lease Commitments

 

We entered into one lease for office spaces located at Xiamen City in China, and the amortization of right-of-use assets charged to operations under operating lease for the fiscal years ended June 30, 2019 and 2020, amounted to $86,047 and $89,977, respectively.

 

As of June 30, 2020, the future minimum rent payable under non-cancelable operating leases were:

 

For the fiscal years ending June 30,   Rental amount  
2021   $ 121,364  
2022     97,090  
2023     97,090  
Total lease payments   $ 315,544  

 

Off-Balance Sheet Arrangements

 

As of June 30, 2019 and 2020, we had not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties.

 

Foreign Currency Exchange Rate Risk

 

Our VIE and VIE’s subsidiaries’ operations are in China. Therefore, our revenue and operating results may be impacted by exchange rate fluctuations between RMB and U.S. dollars. For the fiscal years ended June 30, 2019 and 2020, we had unrealized foreign currency translation loss of $427 and $nil, respectively, because of changes in the exchange rate.

   

APPLICATION OF CRITICAL ACCOUNTING POLICIES

 

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements. These financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities and revenue and expenses, to disclose contingent assets and liabilities on the date of the consolidated financial statements, and to disclose the reported amounts of revenue and expenses incurred during the financial reporting period. The most significant estimates and assumptions include the collection of accounts receivable, the useful lives and impairment of property and equipment, and the provisions for income taxes. We continue to evaluate these estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believe critical accounting policies as disclosed in this prospectus reflect the more significant judgments and estimates used in preparation of our consolidated financial statements. We believe there have been no material changes to our critical accounting policies and estimates.

 

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The following critical accounting policies rely upon assumptions and estimates and were used in the preparation of our consolidated financial statements:

  

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires us to make judgments, assumptions, and estimates that affect the amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the reporting date and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates and assumptions. Significant accounting estimates reflected in our consolidated financial statements include the allowances for doubtful accounts. Actual results could differ from these estimates.

 

Accounts Receivable, net

 

Accounts receivable represent the amounts that we have an unconditional right to consideration when we have satisfied our performance obligation. We do not have any contract assets since revenue is recognized when control of the promised goods or services is transferred and the payment from customers is not contingent on a future event. We maintain allowance for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debt, customer concentrations, customer credit worthiness, current economic trends, and changes in customer payment patterns to estimate the allowance. Past due accounts are generally written off against the allowance for bad debts only after all collection attempts have been exhausted and the potential for recovery is considered remote.

 

Property and equipment, net

 

Property and equipment are stated at cost less accumulated depreciation and depreciated on a straight-line basis over the estimated useful lives of the assets. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income/loss in the year of disposition. Estimated useful lives are as follows:

 

    Estimated Useful Life
Office equipment   3 - 5 Years
Motor vehicles   10 Years
Leasehold improvement   Shorter of useful life or lease term

 

Intangible asset, net

 

Intangible asset is stated at cost less accumulated amortization and amortized in a method which reflects the pattern in which the economic benefits of the intangible asset are expected to be consumed or otherwise used up. The balance of intangible asset represents a production copyright that we purchased externally and is amortized straight-line over 10 years in accordance with the way we estimate to generate economic benefits from such copyright.

   

Revenue Recognition

 

We early adopted the new revenue standard Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, starting July 1, 2017 using the modified retrospective method for contracts that were not completed as of June 30, 2017. The adoption of this ASC 606 did not have a material impact on our consolidated financial statements.

 

ASC 606 establishes principles for reporting information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from our contracts to provide services to customers. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

 

Step 1: Identify the contract with the customer;

 

Step 2: Identify the performance obligations in the contract;

 

Step 3: Determine the transaction price;

 

Step 4: Allocate the transaction price to the performance obligations in the contract; and

 

Step 5: Recognize revenue when the company satisfies a performance obligation.

 

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We have assessed the impact of the guidance by reviewing our existing client contracts and current accounting policies and practices to identify differences that may result from applying the new requirements, including the evaluation of our performance obligations, transaction price, client payments, transfer of control, and principal versus agent considerations.

 

We mainly generate revenue from event hosting, event planning and execution, and marketing, which includes brand promotion and other services.

 

Event hosting - We regularly host live concerts and hip-hop events, and operate hip-hop related online hip-hop programs. The portfolio of hip-hop events includes a stage play, dance competitions, cultural and musical festivals, and promotional parties. We started to operate online hip-hop programs since 2020. The portfolio of online hip-hop programs includes street dance tutorial programs, collections of street dance performances videos, and collections of short music videos on trendy shoes and clothes related to hip-hop culture. We generate revenue from these concerts, hip-hop events, and online hip-hop programs, by providing sponsorship packages to advertisers in exchange for sponsorship fees and by selling tickets for those concerts.

 

Event planning and execution - We provide customized event planning and execution services upon requests from our clients, which services generally entail design, logistics, layout of events, and coordination and supervision of the actual event set-up and implementation, and generates revenue through service fees.

 

Brand promotion - We provide marketing services, including trademark and logo design, visual identity system design, brand positioning, brand personality design, and digital solutions for service fees.

 

Other services - We also distribute advertisements for corporate clients for service fees.

 

We account for a contract of event hosting, event planning and execution, or brand promotion when we have legally enforceable rights and obligations and collectability of consideration is probable. Each contract typically contains one single performance obligation, which is to deliver a successful event, activity, online program, or brand solution, and the contract price is fixed. Contract terms typically include a customary requirement for payment within 180 days after we successfully provide services, which is indicated by the customer’s signed acknowledgement of completion on such event, activity, online program, or brand solution by providing us with completion confirmation forms.

 

For event hosting, event planning and execution, and brand promotion projects, revenue is recognized at a point of time when services are successfully provided (e.g., upon successful carryout of an event), which is indicated by customer’s acknowledgement of completion of the event, activity, or brand solution, as the customer neither simultaneously receives and consumes the benefits provided by our performance, nor controls an increasingly enhanced assets or an asset with an alternative use to the customer as we perform. Event hosting, event planning and execution, and brand promotion projects are generally short term, which usually take less than three months.

 

For distribution of advertisements, we satisfy our performance obligation over time by measuring the progress based on time elapsed, as the customer simultaneously receives and consumes the benefit of service provided, during the period of time when the advertisement is displayed. Payment is usually required within 180 days after the completion of distribution.

 

We report revenue on a gross basis for event hosting, event planning and execution, and brand promotion, as we take risk and control of the event, activities, or brand solution before they are transferred to clients. While in terms of advertisement distribution (other services), we report revenue on a net basis since we only arrange the distribution of advertisements, instead of taking the risk and control of the distribution resources.

 

We apply a practical expedient to make no adjustment for the promised amount of consideration for the effects of a significant financing component as we expect, at contract inception, that the period between when we transfer a promised service to a customer and when the customer pays for that service will be one year or less.

 

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Income Taxes

 

We account for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

 

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. We do not believe that there was any uncertain tax position as of June 30, 2019 and 2020.

 

Recent Accounting Pronouncements

 

In June 2016, the FASB amended guidance related impairment of financial instruments as part of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The guidance replaces the incurred loss impairment methodology with an expected credit loss model for which a company recognizes an allowance based on the estimate of expected credit loss. The ASU is effective for public company for fiscal years, and interim periods within those fiscal years beginning after December 15, 2019. For all other entities including emerging growth companies, the ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early application will be permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We are in the process of evaluating the impact that this guidance will have on our consolidated financial statements.

 

In February 2018, the FASB issued Accounting Standards Update (ASU) No. 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” The ASU amends ASC 220, Income Statement—Reporting Comprehensive Income, to “allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act.” In addition, under the ASU, an entity will be required to provide certain disclosures regarding stranded tax effects. The ASU is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. We did not make the election to reclassify the income tax effects of the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings and this guidance will not have a material impact on our consolidated financial statements.

 

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The objective of this ASU is to improve the effectiveness of disclosures in the notes to the financial statements by removing, modifying, and adding certain fair value disclosure requirements to facilitate clear communication of the information required by generally accepted accounting principles. The amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 with early adoption permitted upon issuance of this ASU. We are currently evaluating the potential impact of this new guidance.

 

Recently issued ASUs by the FASB, except for the ones mentioned above, are not expected to have a significant impact on our consolidated results of operations or financial position. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. We do not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to our consolidated financial condition, results of operations, cash flows, or disclosures.

 

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INDUSTRY

 

All the information and data presented in this section have been derived from the industry report of Frost & Sullivan International Limited (“Frost & Sullivan”) commissioned by us in February 2020 entitled “Independent Market Study on China’s Hip-Hop Culture Industry” (the “Frost & Sullivan Report”) unless otherwise noted. Frost & Sullivan has advised us that the statistical and graphical information contained herein is drawn from its database and other sources. The following discussion contains projections for future growth, which may not occur at the rates that are projected or at all.

 

Hip-Hop Culture Industry in China

 

According to the Frost & Sullivan Report, the hip-hop culture has been gradually recognized and accepted by the Chinese public, especially the young generation, in recent years. That is mainly because of the popularity of the rap competition show “The Rap of China” aired in 2017, and the street dance competition show “Street Dance of China” aired in 2018. The hip-hop culture market is growing rapidly and its total revenue increased from RMB4.5 billion ($0.7 billion) in 2014 to RMB14.2 billion ($2.1 billion) in 2019, with a compound annual growth rate (“CAGR”) of 25.6%. The market is expected to follow the upward trend in the next five years and the total revenue is expected to increase to RMB47.8 billion ($6.8 billion) in 2024, with an overall CAGR of 27.5% from 2019 to 2024.

 

Total Revenue of Hip-Hop Culture Market, China, 2014-2024E

(RMB in Billions)

 

 

 

Source: Frost & Sullivan

 

There are five major sources of revenue for the hip-hop culture industry in China, namely, performance planning and operation, artist agent, training, event organization and operation, and hip-hop derivatives. Hip-hop performance planning and operation includes the planning and operation of live houses, concerts, music festivals, and commercial shows. Artist agent refers to the business pattern in which a hip-hop culture company explores performance opportunities for contract artists, and collects agent fees from the earnings obtained by the artists according to their contracts. Training refers to rap, street dance, DJ, and graffiti training services provided by companies. Hip-hop event organization and operation consists of the organization and operation of competitions, awards ceremonies, and other activities. Hip-hop derivatives include clothing, accessories, games, and other products that recast, transform, or adapt pre-existing hip-hop elements.

 

In 2019, hip-hop training, the largest source of revenue among the five, generated 53.8% of the total revenue of the market. This is mainly because the hip-hop training market is relatively developed among all the segments. Hip-hop event organization and operation and hip-hop performance planning and operation accounted for 26.4% and 16.7% of the total revenue of the hip-hop culture market, respectively. Artist agent and hip-hop derivatives are the two emerging business models in the industry, and their combined market share was around 3.1%.

 

According to the Frost & Sullivan Report, it is anticipated that the number of events organized and operated by hip-hop culture companies in China will increase rapidly in the next five years due to the gradual popularization of hip-hop culture, as well as the inherent competitiveness of hip-hop activities. Therefore, the share of market revenue generated from hip-hop events is expected to increase to around 38.3% in 2024. Furthermore, as increasingly various types of hip-hop derivatives will be developed, their share of market revenue is expected to increase to 4.2%.

  

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Breakdown of Hip-Hop Culture Market, China, 2019 & 2024E

 

 

 

Source: Frost & Sullivan

 

The key growth drivers of hip-hop culture market in China include:

 

Rising Purchasing Power of Consumers: The annual per capita disposable income of urban households in China increased from RMB28,844 ($4,682) in 2014 to RMB42,359 ($6,130) in 2019, with a CAGR of 8.0%. The growth indicated a rapid rise in the purchasing power of Chinese consumers. As more consumers begin to pursue higher living standards, consumers are becoming increasingly willing to pay for the cultural, aesthetic, and social values of goods and services, laying a solid foundation for the growth of hip-hop culture in China.

 

Increasing Demand for Cultural Recreation: With the trend of people being keener on pursuing cultural needs rather than simply enjoying material life, the demand for cultural recreation has increased considerably. According to Frost & Sullivan, the annual per capita expenditure on education, culture, and entertainment of urban residents in China increased from RMB2,142.3 ($347.8) in 2014 to RMB3,328.0 ($481.6) in 2019, with a CAGR of 9.2%. Taking art training classes and attending concerts have become part of many people’s daily life.

 

Upgraded Transmission Methods: With advances in technology, the transmission methods of hip-hop culture have been upgraded. Teenagers can now experience hip-hop culture through the Internet, the mobile Internet, and various types of new media. For instance, the Internet variety shows “The Rap of China” and “Street Dance of China,” aired in 2017 and 2018, respectively, were very popular among young people and greatly promoted the development of the industry.

 

Increasing Social Acceptance: Hip-hop culture, represented by tattoos and the clothes and accessories hip-hop performers wear, used to be regarded as symbols of the Western “decadent” culture in China. However, as society becomes more inclusive, hip-hop culture has gradually been accepted by Chinese people in recent years. Thus, the resistance to its development in China has been greatly reduced.

 

Street Dance Industry in China

 

China’s hip-hop culture industry may be further divided into four industries based on elements: street dance, rap, DJ, and graffiti. Among these, the street dance industry is the most mature in terms of commercial operation due to its earlier development and more diversified business models. After the establishment of China Hip-Hop Union Committee (“CHUC”) in 2013, the standardization level of street dance industry in China has improved significantly. According to Frost & Sullivan, the street dance market grew rapidly from RMB4.0 billion ($0.7 billion) in 2014 to RMB11.0 billion ($1.6 billion) in 2019, representing a CAGR of 22.5%. Especially after the broadcasting of variety shows such as “Street Dance of China” in 2018, street dance is becoming increasingly popular among young people in China, and they are more willing to spend on the street dance training and performance. In addition, there are more companies entering the market, driving the rapid growth of the street dance market.

 

In December 2020, the International Olympic Committee officially confirmed that street dance would be included in Paris Olympic Games in 2024, which will greatly increase the audience base for street dance and significantly enhance the standardization of street dance industry in China. That is expected to continuously increase the number of street dancers and drive the growth of the street dance market. According to Frost & Sullivan, the total revenue of street dance market is expected to increase to RMB38.1 billion ($5.5 billion) in 2024, representing a CAGR of 28.3% from 2019 to 2024.

 

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Total Revenue of Street Dance Market, China, 2014-2024E

(RMB in Billions)

 

 

 

Source: Frost & Sullivan

 

There are four major segments in the street dance market in China, namely training, performance planning and operation, event organization and operation, and street dance derivatives. Due to the mature business model of street dance training, the government’s support for the art education market, and parents’ strong willingness to pay for street dance training, street dance training, the largest source of revenue among the four, made up 67.5% of the total market in 2019. Event organization and operation and performance planning and operation accounted for 26.6% and 5.1% of the total revenue of the street dance market, respectively. As an emerging market in China, street dance derivatives had a market size of RMB102.4 million ($14.8 million) in 2019, accounting for 0.9% of the total street dance market revenue.

 

According to the Frost & Sullivan Report, with the continuous promotion of street dance culture in China, the markets of street dance event organization and operation and performance planning and operation will grow rapidly, and their market proportion is expected to increase to 42.4% and 8.0% in 2024, respectively. In addition, benefiting from the operation for intellectual property of street dance companies, the street dance derivatives market will grow rapidly and account for 1.6% of the total street dance market revenue in 2024.

 

Breakdown of Street Dance Market, China, 2019 & 2024E

 

 

 

Source: Frost & Sullivan

 

The key growth drivers of street dance market in China include:

 

Promotion of Internet Street Dance Variety Shows: The Internet variety shows “Hot-Blood Dance Crew” and “Street Dance of China” enjoyed great popularity among young people and received billions of views in China since they were first broadcast in 2018. These two shows rapidly popularized street dance culture in China. As a result, the street dance training, street dance performance, and other street dance markets grew greatly since then.

 

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Improved Acceptance by Parents: During the past decade, the image of street dance in China has gradually changed from the negative “bad boy” to a positive one. As a combination of art and sports, street dance is considered an excellent way of both physical exercise and art education for children. An increasing number of parents are willing to pay for their children to learn street dance for physical exercise, especially after street dance was included in the art exam in 2015 and students can gain extra points in the college entrance examination by learning street dance. This drives the rapid growth of the street dance training industry.

 

CHUC’s Guidance and Support: Since its establishment in 2013, CHUC has been committed to guiding the development of street dance industry and realizing the standardized operation of street dance by integrating various resources. CHUC initiated a series of street dance events to popularize the street dance all across China, including the World Dance Game, which is one of China’s largest street dance events. In addition, CHUC held the “China Street Dance Industry Summit Forum” to explore the development and promotion of street dance culture.

 

Provisional Confirmation for Inclusion in Paris Olympic Games: In December 2020, the International Olympic Committee officially confirmed that street dance would be included in Paris Olympic Games in 2024. As a result, China will begin the selection and training for the national street dance team. This will greatly inspire people to learn street dance, and stimulate the popularity of street dance, the improvement of street dance competition level, and the development of street dance industry.

 

Business Models of Hip-Hop Culture and Street Dance Industries in China

 

According to Frost & Sullivan, there are mainly three types of companies in the hip-hop culture and street dance industries in China, namely street dance companies focusing on providing street dance training, hip-hop music companies focusing on music production and commercial performance, and comprehensive hip-hop culture content service providers.

 

Street Dance Companies Focusing on Training: At present, street dance training is one of the main business models of the street dance industry. Street dance companies mainly provide street dance training services to teenagers and adults through chain operations. Most of these companies only operate training-related business, and lack the ability to plan and execute large-scale hip-hop events, provide marketing services, and sell street dance derivative products.

 

Hip-Hop Music Companies Focusing on Music Production: The business models of hip-hop music companies mainly involve record sales, commercial performances, and brokerage. Due to the lack of policy support and industry self-discipline, there are few national leading hip-hop music companies in China and their business models are not mature.

 

Comprehensive Hip-Hop Culture Content Service Providers: Comprehensive hip-hop culture content service providers do not limit their business scope to one or two business segments of the hip-hop culture industry. Due to the diversity of their business models, these companies can effectively achieve synergy between different hip-hop culture content and further expand their brand awareness and influence. In particular, there are only a few numbers of comprehensive hip-hop culture content service providers in China, such as our Company and Sinostage.

 

Driven by hip-hop culture-related intellectual property together with a variety of hip-hop culture business models, we are one of the few comprehensive hip-hop culture content service providers in the industry and has obtained the leading position among these players.

 

Competitive Landscape of Hip-Hop Culture and Street Dance Industries in China

 

China’s hip-hop culture and street dance industries are still in a period of rapid development, and a number of companies engaged in hip-hop culture and street dance industries have emerged in recent years. At present, there are few nationwide leading companies in hip-hop culture and street dance industries. It is expected that with the continuous integration and development of the industries, industry concentration will keep increasing.

 

According to the Frost & Sullivan Report, the total revenue of China hip-hop culture industry reached RMB14.20 billion (approximately $2.08 billion) in 2019. The top 10 hip-hop culture companies accounted for 6.4% of the total market revenue. We ranked second in terms of revenue in the hip-hop culture industry in China.

 

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According to the Frost & Sullivan Report, the total revenue of China street dance market reached RMB10.96 billion (approximately $1.61 billion) in 2019. The top 10 street dance companies accounted for 8.3% of the total market revenue. We ranked second in terms of revenue in the street dance industry in China.

 

Top 10 Hip-Hop Culture Companies* and Street Dance Companies**, China, 2019

 

 

Source: Frost & Sullivan

 

*Hip-hop culture companies refer to companies which are engaged in hip-hop culture related businesses and the revenue they generate from hip-hop culture related businesses accounts for the majority of their total revenue.
**Street dance companies refer to companies which are engaged in street dance related businesses and the revenue they generate from street dance related businesses accounts for the majority of their total revenue.

 

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BUSINESS

 

Through our services, we aim to promote hip-hop culture and its values of love, peace, unity, respect, and having fun, and to promote cultural exchange with respect to hip-hop between the United States and China. We do this mainly by delivering event experiences with significant hip-hop elements to the younger generation.

 

Overview

 

With the values of hip-hop culture at our core and the younger generation as our primary target audience, we host entertainment events, operate hip-hop related online programs, and provide event planning and execution services and marketing services to corporate clients. We seek to create value for stakeholders in all parts of the hip-hop ecosystem, from fans to artists, corporate clients, and sponsors.

 

We have in recent years focused on developing and hosting our own hip-hop events. We own an extensive portfolio of intellectual property rights related to hip-hop events, including a stage play, three dance competitions or events, two cultural and musical festivals, and two promotional parties that feature live hip-hop performances in karaoke bars or amusement parks to promote hip-hop culture, and we cooperate with music companies and artists to host various concerts in China; starting from March 2020, we have been developing and operating hip-hop related online programs (collectively, “Event Hosting”). Our concerts and hip-hop events generated an aggregate attendance of 122,000 and 127,930 during the fiscal years ended June 30, 2019 and 2020, respectively, and our online hip-hop programs had generated over 264 million views between March 2020 and January 31, 2021. We generate revenue from our Event Hosting business by providing sponsorship packages to advertisers in exchange for sponsorship fees and by selling tickets for those concerts.

 

We help corporate clients with the design, logistics, and layout of events, coordinate and supervise the actual event set-up and implementation, and generate revenue through service fees (“Event Planning and Execution”). Our services feature significant hip-hop elements and cover each aspect of corporate and marketing events, including communication, planning, design, production, reception, execution, and analysis. During the fiscal years ended June 30, 2019 and 2020, we served 35 and 16 clients in 43 and 49 events, respectively.

 

We provide marketing services, including (i) brand promotion services, such as trademark and logo design, visual identity system design, brand positioning, brand personality design, and digital solutions, and (ii) other services, primarily advertisement distribution, to corporate clients for service fees (“Marketing”).

 

We believe that the main reason corporate clients hire us to plan and execute events and provide marketing services geared towards the younger generation is for our deep understanding of the taste and preferences of this generation.

 

For the fiscal years ended June 30, 2019 and 2020, we had total revenue of $19,031,766 and $15,688,080, and net income of $3,831,758 and $2,625,817, respectively. Revenue derived from the Event Hosting business accounted for 34% and 49% of our total revenue for those fiscal years, respectively. Revenue derived from the Event Planning and Execution business accounted for 52% and 35% of our total revenue for those fiscal years, respectively. Revenue derived from the Marketing business accounted for 14% and 16% of our total revenue for those fiscal years, respectively.

 

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Our Competitive Strengths

 

We believe the following competitive strengths are essential for our success and differentiate us from our competitors:

 

An Extensive Portfolio of Iconic Hip-Hop Events

 

We have a large pool of creative talents within our company who incubate original hip-hop event ideas. Over the years, we have developed an extensive portfolio of iconic hip-hop events, including, without limitation: China Battle Championships, an annual street dance competition with a 10-year history; Move it, the first street dance stage play in China; Cross-Strait Hip-Hop Culture Festival, an annual cultural festival focusing on hip-hop culture, with support from Department of Culture and Department of Education of Fujian Province; Hip-Hop Party and Popcity Music Festival, a series of hip-hop music events in Fujian Province; and Mini Master and Super Hip-Hop Dream, street dance events to promote street dance and hip-hop culture among kids and teenagers. For details on our hip-hop events and related intellectual property, see “—Our Business Model—Event Hosting—Our Representative Hip-Hop Events” and “—Intellectual Property.” These events have been well received by the audience and generated sponsorship fees from a large number of sponsors.

 

A Deep Understanding of the Younger Generation

 

We began organizing hip-hop events and marketing campaigns in Chinese universities and colleges in 2007. For instance, we planned and organized Pino Chinese University Street Dance Competition (“品诺全国高校街舞大赛”) in 2010, 2011, and 2012, respectively, which attracted the participation of approximately 20,000 university students in total. Given our long operating history, we have a deep understanding of the younger generation’s preferences and behavior, which enables us to plan creative events and design attractive marketing campaigns tailored to this audience group. Event planners, creatives, and other members of our team are mostly young professionals who are enthusiastic about hip-hop culture, and they empathically understand and click with the younger generation. To keep up with the evolving trends among the younger generation, we maintain and enhance engagement with this target audience by posting hip-hop-related content and interacting with followers on various digital channels, such as WeChat and Weibo, other social network groups, and online platforms.

 

A Highly-Recognized Brand Name in the Hip-Hop Culture and Street Dance Industries

 

We have built a highly-recognized brand name in China as a promoter of hip-hop culture by providing services with significant hip-hop elements to corporate clients and by hosting concerts and hip-hop events. According to the Frost & Sullivan Report, the hip-hop culture industry and street dance industry in China have been growing at a CAGR of over 20% during the past five years, and are expected to grow at a CAGR of over 27% during the next five years. We were the second largest company in terms of revenue within the hip-hop culture and street dance industries in 2019 according to the Frost & Sullivan Report. On September 22, 2016, our VIE, Xiamen Pop Culture was listed in China on the National Equities Exchange and Quotations Co., Ltd., or the “NEEQ,” which made us the first hip-hop related company to be listed on the NEEQ and further increased the awareness of our brand name. To facilitate our initial public offering in the U.S., Xiamen Pop Culture applied to have itself delisted from the NEEQ in March 2019.

 

In addition, we benefit from sponsorship and support from our shareholders, some of whom have extensive experience in the entertainment industry in China, including host Nic Li, talent agent Yamo Zhao, and street dancer and disc jockey Hailong Huang. These shareholders may use their presence and reputation to enhance our position in the growing Chinese hip-hop market and accelerate growth in our business.

 

A Strong and Loyal Corporate Client Base

 

Our brand name and reputation have enabled us to develop and retain a strong and loyal corporate client base for our Event Planning and Execution and Marketing businesses. Our corporate client base mainly covers industries such as consumer goods, advertising and marketing, and media. From the start of our operations in 2007 to January 2021, we had provided event planning and execution and marketing services to an aggregate of 398 corporate clients, of which 180 are returning clients to whom we provided services more than once. Our corporate clients include, to name a few, Heng’an (China) Paper Industry Co., Ltd., Ab Inbev Sedrin Brewery Co., Ltd., Xiamen Mastermind Advertising Co., Ltd., Fujian Yunbang Culture Communication Co., Ltd., Guangzhou Taiji Advertising Co., Ltd., Fuzhou Xinsiyu Culture Communication Co., Ltd., Guangzhou President Enterprise Co., Ltd., Hongxing Erke Group, and Blue Hat Integrative Entertainment Technology.

 

An Experienced Management Team Able to Leverage the Capabilities of Our Organization

 

Our senior management team is led by Mr. Zhuoqin Huang, our chief executive officer, director, and chairman, who has 18 years of experience in the marketing industry. Mr. Huang also has considerable experience in the hip-hop industry—he began learning street dance in 1998, cofounded JWM Crew Dance Club, a street dance club based in Fujian Province, in 2002, and was an advisor to the M-ZONE National Street Dance Competition held in 2008. Our management team is comprised of highly skilled and dedicated professionals with wide ranging experience in event planning and execution, services, business development, and marketing. In addition, members of our management team have built extensive network in the entertainment industry over the years. We believe that our management will be able to effectively grow our business through continued operating improvement and relationship building.

 

We have cultivated an experienced and skilled work force, emphasizing collaboration, individual accountability, flexibility, and willingness to deliver high-quality services to our clients. Our senior management team is able to leverage the capabilities of this broader work force to facilitate our ongoing and long-term relationships that are key to our event planning and execution and marketing services and hip-hop events. Our combined team offers substantial industry experience and in-depth knowledge of the Chinese hip-hop related markets.

 

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Our Strategies

 

We seek to be a leader in the promotion of hip-hop culture and its values in China, creating long-term value for fans, artists, corporate clients, and sponsors. Specially, we plan to implement the following strategies:

 

Develop and Operate Online Content

 

As an attempt to explore additional revenue sources and in response to the COVID-19 outbreak, we have accelerated the development and operation of online content during 2020. We have created 16 hip-hop related online programs, such as music videos and street dance performance videos, in 2020 using our hip-hop related intellectual property portfolio. See “—Our Business Model—Event Hosting—Online Hip-Hop Programs.” In addition, we intend to cooperate with Internet and TV providers in China to develop and distribute online content tailored for their customers.

 

Expand and Enhance Our Portfolio of Concerts and Hip-Hop Events

 

As we have shifted our focus to developing the Event Hosting business in recent years, we believe that continually expanding and enhancing our portfolio of concerts and hip-hop events are essential to maintaining our growth momentum. We intend to enter into performance agreements with artists and music companies with greater influence to attract a larger audience. We plan to continue to increase the size and influence of our existing hip-hop events and develop new hip-hop intellectual property in-house based on participant, sponsor, and sales staff feedback and our in-house industry research.

 

Exploit Revenue-Generating Opportunities for Our Hip-Hop Related Intellectual Property Portfolio

 

We have primarily monetized our hip-hop related intellectual property portfolio by hosting hip-hop events and receiving sponsorship fees from advertisers. To maximize the potential of our hip-hop related intellectual property portfolio, we intend to cooperate with third parties to develop a street dance training business and to create and monetize derivative works of our current intellectual property. For instance, we plan to work with publishers and comics companies to create picture books, comics, and textbooks for teenagers based on “Hip Hop Master (image)” trademark. In addition, we intend to enter into co-branding partnerships with manufacturers of shoes, clothing, food, and beverages, and create co-branded products.

 

Develop and Deepen Relationships with Corporate Clients

 

As more companies seek to expand their brand presence among the younger generation, we intend to leverage our deep understanding of this generation and develop cooperation relationships with new corporate clients. We plan to focus on companies in fast-moving consumer goods, communications, automobile, Internet product, and fashion industries.

 

We strive to continuously exceed our corporate clients’ expectations of our performance and will continue to bring our expertise and creative vision to refine and enhance their event and marketing strategies. We believe this deepens our relationships with existing corporate clients and helps us continue to be their trusted partner and their first choice for hosting events and executing marketing strategies.

 

Attract and Recruit Highly-Qualified Professionals to Join Our Team

 

In order to expand and grow our business, we need to aggressively recruit and attract highly-qualified professionals to join our team. The events and marketing in the hip-hop industry are labor-intensive and they require experienced and skilled planning and design personnel. Further, given that the hip-hop event development and hosting require great creativity and a good insight about emerging cultural trends, it is even harder for companies to recruit and retain talents with necessary experience and skills.

 

Further Enhance Our Brand Recognition

 

We will continue to enhance our brand recognition in the hip-hop industry. We plan to continue bidding for and carrying out corporate and marketing events in strategically selected locations to showcase our strong event planning and execution capabilities. We plan to develop and host more hip-hop events to attract fans and enhance our brand recognition. Our branding strategy will fully embrace the latest trends in social-based marketing activities, in a cost-effective manner by leveraging our word-of-mouth reputation.

 

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Our Business Model

 

We generate revenue from the following principal businesses:

 

  Event Hosting. Our Event Hosting business is built around our portfolio of hip-hop intellectual property and our strong cooperation with artists and music companies. We host concerts and hip-hop related events, including a stage play, three dance competitions, two cultural and musical festivals, and two promotional parties, and create hip-hop related online programs. We generally organize, operate, and monetize these concerts, hip-hop events, and online hip-hop programs ourselves, and derive revenue mainly through sponsorship fees provided by advertisers at those events and ticket sales.

 

  Event Planning and Execution. Our Event Planning and Execution business is primarily built upon our deep understanding of the preferences of the younger generation, extensive event planning capabilities, and strong connections within the events industry. Instead of carrying out the execution of events ourselves, we typically engage third-party service providers to do so, allowing us to focus our time and energy on the general planning of events and coordination among the various parties at a specific event. To ensure the quality of execution services provided by third-party service providers, we adopted a standard process of quality control, consisting of selection, inspection, and review.
     
  Marketing. Our Marketing business focuses on maximizing the potential of our experience in the marketing industry and our long-term relationship with advertising companies by assisting our clients in the creation and promotion of their brands, especially among the younger generation.

 

The following tables presents our revenue and gross profit for the fiscal years ended June 30, 2019 and 2020. See also “Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.”

 

   Revenue   Gross Profit 
   Fiscal Year Ended
June 30,
   Fiscal Year Ended
June 30,
 
   2019   2020   2019   2020 
Event Hosting  $6,532,438   $7,630,377   $2,316,341   $2,302,064 
Event Planning and Execution   9,952,530    5,493,851    2,306,433    915,117 
Marketing   2,546,798    2,563,852    1,250,455    1,312,052 
Total  $19,031,766   $15,688,080   $5,873,229   $4,529,233 

 

Event Hosting

 

We have been hosting our own hip-hop related events in China for over a decade. Our portfolio of hip-hop events includes a stage play, three dance competitions or events, two cultural and musical festivals, and two promotional parties. In addition, we cooperate with music companies and artists and host various concerts in China. Starting from 2020, we have also created online hip-hop programs to explore additional revenue-generating opportunities for our hip-hop related intellectual property portfolio.

 

We primarily monetize these concerts, hip-hop events, and online hip-hop programs by providing sponsorship packages consisting of advertising spots, sponsorship mentions, and tickets to advertisers in exchange for sponsorship fees, and by selling tickets for those concerts. Revenue from our Event Hosting business was $6,532,438 and $7,630,377 for the fiscal years ended June 30, 2019 and 2020, respectively, which accounted for 34% and 49% of our total revenue for those fiscal years, respectively.

 

During the fiscal years ended June 30, 2019 and 2020, we hosted concerts and hip-hop events in six cities and 12 cities in China, respectively. The following table sets out the key performance indicators for our Event Hosting business for the fiscal years indicated:

 

   Fiscal Years Ended
June 30,
 
   2019   2020 
Hip-Hop Events (#)   30    48 
Hip-Hop Event Participants (#)   102,000    127,930 
Concerts (#)   6    0 
Concert Audience (#)   20,000    0 
Online Hip-Hop Programs (#)   0    16*
Online Hip-Hop Program Views (#)   0    4,000,000 

 

*Two of the 16 online hip-hop programs generated revenue during the fiscal year ended June 30, 2020.

 

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Our Representative Hip-Hop Events

 

The following chart summarizes our representative events in the Event Hosting business during the fiscal years ended June 30, 2019 and 2020:

 

  Move it (一起跃动街舞舞台剧). See “—Case Study—Move It” below.
     
  China Battle Championships (CBC街舞冠军赛, “CBC”). CBC is an annual street dance competition we have organized since 2010. From 2016 to 2018, the number of host cities increased from one to three and the number of contestants increased from 300 to 1,500. During the 2019 CBC held in 18 cities, a total of 14,600 contestants competed in four types of dance, namely, breaking, popping, teenager freestyle, and group dance. As an effort to promote the cultural exchange with respect to hip-hop between U.S. and China, we have invited U.S. street dancers and disc jockeys, including Steffan “Mr. Wiggles” Clemente, Junior Boogaloo, Slim Boogie, and Dj Lean Rock, to serve as judges and guests in our events.
     
  Cross-Strait Hip-Hop Culture Festival (海峡两岸潮流文化节, “CHCF”). CHCF is an annual cultural festival focusing on hip-hop culture and communication between teenagers of Mainland China and Taiwan. We have been co-hosting CHCF since its establishment in 2017. Representative activities during the cultural festival include teenager street dance competitions, hip-hop industry forums, and hip-hop art exhibitions. Approximately 9,710 and 5,550 people participated in CHCF in 2019 and 2018, respectively.
     
  Hip-Hop Party (嗨趴). Hip-Hop Party is a series of promotional parties in karaoke bars we held in 2019 to promote hip-hop culture and our brand. From April 20, 2019 to May 25, 2019, we held six promotional parties in five cities of Fujian Province, attracting a total attendance of approximately 2,600.
     
  Popcity Music Festival (潮圣音乐节). Popcity Music Festival is a two-day hip-hop music festival we held in Xiamen in 2019. During the event, famous disc jockeys and masters of ceremonies, street dancers, rappers, and two noticeable local bands performed together with students and teachers of Hip Hop Master, a street dance school in Xiamen. The event attracted an attendance of approximately 2,000.
     
  Mini Master (街舞萌主展演). Mini Master is a nine-day street dance exhibition and performance we held in Xiamen in 2019. We designed the event to promote street dance and hip-hop culture among kids. Major activities of the event included street dance competitions for kids and exhibitions of derivatives of hip-hop intellectual property. The event attracted an attendance of approximately 270.
     
  Super Hip-Hop Dream (SHD超级街舞梦想营). Super Hip-Hop Dream is a series of street dance events focusing on teenagers we held in 2017, 2018, and 2019. The 2019 events, each lasted two days, were held in 10 different cities in Fujian Province and included teenager street dance competitions, hip-hop classes, and hip-hop training camps. The events attracted an attendance of approximately 2,420 in 2019.

 

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Case Study—Move It

 

Move it is a two-hour long street dance stage play, the first of its kind in China, produced in cooperation with Masters Production, a German third-party production company, and several U.S. directors, including Angel Feliciano, Amen Ra “Bam Bam” Valentine, SamO, and Garrick Footman. The first round of 12 performances of Move It ran from December 2018 to June 2019 in 10 cities in China, attracting a total attendance of approximately 46,000.

 

 

 

The success of the show epitomized our development team’s high degree of professionalism and deep understanding of the hip-hop industry. We mobilized a development team of five well-recognized producers, each with a proven track record of producing a variety of street dance related shows. We also gathered a team of 25 experienced street dancers, including the leading actor, Baihua Tu (“小白”), and leading actress, Daiqing Liang, both of whom were noticeable participants in Chinese dance competition shows such as Street Dance of China and Shake It Up.

 

Most importantly, our in-depth understanding of the hip-hop industry allows us to more accurately predict the cultural trend and audience taste. We observe that hip-hop, although still a niche music genre in China, has already been integrated into mainstream pop culture in recent years through various channels, such as rap competitions and reality shows, apparels, trending buzzwords, and related music formats. We believe young Chinese’s demands for transformative entertainment themes and hip-hop would be the next emerging cultural trend. Our in-depth knowledge of young Chinese audience enables us to place the most appealing elements into the show.

 

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Concerts

 

We enter into performance agreements with artists or music companies, pursuant to which we pay performance fees and arrange for the execution of concerts, in exchange for the right to ticket sales revenue and to sponsorship revenue for such concerts. Instead of selling concert tickets directly to fans, we typically sell them through third parties, such as ticketing platforms, media companies, and marketing companies, or include them as part of the sponsorship packages provided to advertisers. The price of our concert tickets is generally between $26 and $188. We had ticket sales revenue in the amount of $946,252 and $nil during the fiscal years ended June 30, 2019 and 2020, respectively.

 

The chart below summarizes the concerts we hosted during the fiscal year ended June 30, 2019. We did not host any concert during the fiscal year ended June 30, 2020.

 

Dates  Name  Location 

Size of

Audience

Approximately

08/11/2018  20●Yu Quan 20-Year Anniversary Tour (Changsha)  Changsha  7,908
08/18/2018  20●Yu Quan 20-Year Anniversary Tour (Wuhan)  Wuhan  6,404
08/18/2018  2018 Ou-yang Nana 18 Transboundary Concert Tour (Chengdu)  Chengdu  2,016
12/02/2018  2018 Lisa Ono 30-year Anniversary Concert Tour (Xiamen)  Xiamen  3,955
12/15/2018  2018 Li Yundi Concert Tour (Nanchang)  Nanchang  1,514
01/01/2019  2019 Li Yundi Concert Tour (Chongqing)  Chongqing  2,980

  

Online Hip-Hop Programs

 

We have created 16 online hip-hop programs in 2020, some of which are Hip-Hop Master (街舞大狮兄), Popping Master (Popping大师), Top Dance Show (TDS街舞达人现场), China Battle Championships (CBC街舞冠军赛), and Pop Trendy Shoes (Pop潮履). Hip-Hop Master is an online street dance tutorial program and consists of 64 episodes of one-minute short music videos that teach beginner street dance moves, tips, and tricks. Popping Master, Top Dance Show, and China Battle Championships are collections of street dance performance videos from hip-hop events we hosted in recent years, showcasing the talents of hip-hop dancers and fans who participated in our street dance competitions and other hip-hop events. Pop Trendy Shoes is a collection of short music videos on trendy shoes related to hip-hop culture. Starting from March 2020, we have distributed these short music videos on popular video sharing platforms in China, such as TikTok, Kuaishou, iQiyi, Xiaohongshu, and Xigua Video, and these videos had collectively generated over 264 million views as of January 31, 2021. We monetize our online hip-hop programs by providing sponsorship packages consisting of advertising spots, sponsorship mentions, and the right to use related images and videos in exchange for sponsorship fees.

 

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Sponsors and Sponsorship Packages

 

Advertisers that sponsor our concerts, hip-hop events, and online hip-hop programs include consumer goods companies, advertising and marketing companies, and media companies. During the fiscal years ended June 30, 2019 and 2020, we received sponsorship fees from 16 and 18 sponsors in an aggregate amount of $5,774,639 and $7,630,376, respectively. The price of our sponsorship packages ranges from approximately $14,600 to $1,463,000.

 

The sponsorship packages we provide to sponsors of a hip-hop event, concert, or online hip-hop program typically include different sponsorship levels and consist of one or a combination of the following sponsorship benefits:

 

  exclusive “Presented By” sponsorship distinction on event signage, program, and power point presentation;
     
  on-stage speaking opportunities to highlight presenting sponsorship;
     
  opportunities to present event awards;
     
  acknowledgement from podium;
     
  acknowledgment and promotion on social media and event websites;
     
  standing banners announcing sponsorship;
     
  recognition as sponsor in publications sent to event participants;
     
  onsite marketing opportunities;
     
  seats at the event dinners;
     
  complimentary tickets;
     
  advertising spots;
     
  logo recognition in all event collateral materials; and
     
  right to use event-related images and videos for marketing purposes.

 

Marketing of Concerts, Hip-Hop Events, and Online Hip-Hop Programs

 

We promote our concerts, hip-hop events, and online hip-hop programs through multiple advertising channels, including:

 

  social media, principally WeChat and Weibo;
     
  advertisements on outdoor billboard or through radio broadcasts;
     
  advertisements on televisions and LED screens in elevators; and
     
  alternative media advertising.

 

We acquire sponsors of concerts, hip-hop events, and online hip-hop programs directly and through referrals from our existing corporate clients and sponsors. We also assign the rights to acquire sponsors to third-party agencies and rely on them to find sponsors for our concerts, hip-hop events, and online hip-hop programs.

 

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Our Event Hosting Team

 

As of January 2021, we had six employees dedicated to the Event Hosting business, including two managers, two designers, and two event planners. An offline event typically requires the participation of about two to 10 employees and one to five independent contractors depending on the size of the event.

 

In addition, we draw from our in-house event planning and execution capabilities and cooperate with third parties to provide services to advertisers and cooperative partners. Please refer to “—Event Planning and Execution—Our Event Planning and Execution Team and Third-Party Service Providers” below.

 

Event Planning and Execution

 

Since the inception of Xiamen Pop Culture in 2007, we have been providing comprehensive event planning and execution services to corporate clients in China. We distinguish our event planning and execution services from those provided by other companies by adding significant hip-hop elements, such as street dance performances, hip-hop music, and hip-hop fashion and style, into our event plan and event material design for all events.

 

The geographic areas we focus on are the eastern and southern areas of China, such as Fujian, Guangdong, and Zhejiang Provinces and Shanghai, where some of the largest and wealthiest cities in China are located and the demand for our services is the strongest.

 

Revenue from our Event Planning and Execution business was $9,952,530 and $5,493,851 for the fiscal years ended June 30, 2019 and 2020, respectively, which accounted for 52% and 35% of our total revenue for those fiscal years, respectively.

 

The following table sets out the key performance indicators for our Event Planning and Execution business as of the fiscal years indicated.

 

   Fiscal Years Ended
June 30,
 
   2019   2020 
Events (#)   43    51 
Clients (#)   35    16 

 

Client Acquisition Channels

 

We believe we have built up strong connections within the events industry and, as a result, our existing clients and cooperative third-party service providers regularly refer potential clients to us. In addition, some sponsors of our concerts, hip-hop events, and online hip-hop programs have become clients of our event planning and execution services after they cooperated with us and experienced our planning and execution capabilities.

 

Some of our potential clients publish request for tender notices of proposed marketing or corporate events on their official websites or third-party websites. We have a dedicated team conducting routine searches on these websites, especially those of our targeted regions.

 

We also have some clients who seek our event planning and execution services as a result of our marketing efforts.

 

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Services

 

Depending the goal of each event, our event planning and execution services may include one or a combination of the following responsibilities:

 

  Communication. We communicate with clients to understand the goal of their events, connect clients with third-party service providers, and assist in their communication with event participants and third-party service providers.
     
  Planning. We help clients plan the details of their events, including logistics, budget, venue, entertainment, catering, and contingency plans.
     
  Design. We provide design services, including event logo and mascot creation, concept, and appearance, exhibition model design, and venue dressing.
     
  Production. Through third-party event material producers, we produce event materials such as signs and banners, badges and name-tags, promotional items, and gift and award items.
     
  Reception. We arrange the invitation and reception of key participants of an event, and provide transportation and hospitality services.
     
  Execution. We arrange the building of event stages, decoration of venues, distribution of event materials, and supervise the execution of other aspects of events.
     
  Analysis. We provide after-event marketing services and collect event participant feedback, summarize the results of event execution, and issue detailed reports to clients for evaluation purposes.

 

Clients

 

Clients of our event planning and execution services include advertising and media service providers, industry associations, and companies in a wide range of industries such as consumer goods, real estate, tourism, entertainment, technology, e-commerce, education, and sports. We had two and one clients that accounted for more than 10% of our annual revenue for the fiscal years ended June 30, 2019 and 2020, respectively. Our repeat customers, among others, include Heng’an (China) Paper Industry Co., Ltd., Xiamen Mastermind Advertising Co., Ltd., Ab Inbev Sedrin Brewery Co., Ltd., Guangzhou Taiji Advertising Co., Ltd., Fuzhou Xinsiyu Culture Communication Co., Ltd., and Beijing Taiji Culture Communication Co., Ltd.

 

For the fiscal year ended June 30, 2019, our top five event planning and execution clients were as follows:

 

   Client Name  Revenue   Percentage
of Total
Revenue
 
1  Heng’an (China) Paper Industry Co., Ltd.  $2,251,663    11.35%
2  Guangzhou Taiji Advertising Co., Ltd.  $2,104,177    10.60%
3  Fuzhou Xinsiyu Culture Communication Co., Ltd.  $1,423,407    7.17%
4  Hangzhou Jiandanmei Blockchain Technology Co., Ltd.  $654,986    3.30%
5  Shanghai Duyuan Culture Communication Co., Ltd.  $630,727    3.18%
   Total  $7,064,960    35.61%

 

For the fiscal year ended June 30, 2020, our top five event planning and execution clients were as follows:

 

   Client Name  Revenue   Percentage
of Total
Revenue
 
1  Guangzhou Taiji Advertising Co., Ltd.  $2,771,735    17.67%
2  Fuzhou Xinsiyu Culture Communication Co., Ltd.  $818,171    5.22%
3  Beijing Taiji Culture Communication Co., Ltd.  $538,516    3.43%
4  Xiamen Mastermind Advertising Co., Ltd.  $335,398    2.14%
5  COFCO Coca-Cola Beverages (Beijing) Limited  $243,836    1.55%
   Total  $4,707,656    30.01%

 

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Case Study—Selected Clients

 

Heng’an (China) Paper Industry Co., Ltd.

 

Heng’an (China) Paper Industry Co., Ltd. (“Heng’an Paper”) is a subsidiary of Hengan International Group Co., Ltd. (SEHK:1044), a producer of sanitary napkins and baby diapers in China. In 2010, Heng’an Paper engaged us to plan and execute its marketing events because of our event-related experience and industry knowledge. Since then, we have helped Heng’an Paper successfully organize multiple entertainment and marketing events.

 

 

April to June 2018—2018 The Fourth Mind Act Upon Mind Paper Fashion College Music Gathering (2018年第四季心相印纸时尚青春音乐汇). As the general manager of offline events of the music gathering, we planned the timeline of and ran all the offline events, including pre-event marketing in 60 colleges and universities in China, applications, 12 city-level competitions, top 16 training, and finals.

 

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May to June 2019—2019 The Fifth Mind Act Upon Mind Paper Fashion College Music Gathering (2019年第五季心相印纸时尚青春音乐汇). As the general manager of offline events of the music gathering, we planned the timeline of and ran all the offline events, including pre-event marketing in 40 colleges and universities in China, applications, eight city-level competitions, top 12 training, and finals and concerts in the southern and northern divisions.

 

Blue Hat Interactive Entertainment Technology

 

Blue Hat Interactive Entertainment Technology (Nasdaq: BHAT) is a producer, developer, and operator of AR interactive entertainment games and toys in China, including interactive educational materials, mobile games, and toys with mobile game features.

 

January 2018—AR Racer Championship 2017 (2017AR飞车全国竞技大赛总决赛). We provided services including event material production, logistics planning, video shooting, and media publicity.

 

March 2018—AR Racer Shanghai and Fuzhou Game Exhibitions (AR飞车上海及福州游戏展览). We planned and executed two game exhibitions in Shanghai and Fuzhou.

 

April 2018—AR E-Sports and AR Zombie Fights (AR电竞及AR僵尸大作战). We arranged the building of event stages, decorated the venue, and designed and produced exhibition model for a gaming event in Xiamen.

 

Depending on the needs of our clients and the length of the events, the length of our service can range from one to six months, but usually is less than three months.

 

Our fee for providing event planning and execution services for an event is negotiated with the client on a case-by-case basis, depending on the scale and length of the event, the number of employees and independent contractors involved, and the desired effect of the event. The range of our fee is usually between $800 and $1,210,000 and we usually extend to our customers credit terms ranging from 30 to 180 days after we successfully provide services. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

 

Representative Events

 

Most of the events we plan and execute for corporate clients are marketing events with an emphasis on the younger generation, such as university students and young professionals. The following charts summarize our top 10 events in terms of contract amount in the Event Planning and Execution business during the fiscal years ended June 30, 2019 and 2020.

 

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Representative Events for the Fiscal Year Ended June 30, 2019

 

Duration   Client   Location   Event   Approximate
Contract
Amount
    Services Provided
05/2019 to 06/2019   Heng’an (China) Paper Industry Co., Ltd.   Beijing, Hangzhou, Guangzhou, Chengdu, Shenyang, Xi’an, Wuhan, Jinan   2019 The Fifth Mind Act Upon Mind Paper Fashion College Music Gathering   $ 1,245,713     Offline event planning and execution, including pre-event marketing in 40 colleges and universities in China, applications, eight city-level competitions, top 12 training, and finals and concerts in the southern and northern divisions
05/2019   Hangzhou Jiandanmei Blockchain Technology Co., Ltd.   Hangzhou, Zhejiang   Jiandanmei Blockchain Planning and Marketing Activities   $ 712,255     Event planning, execution, recruiting and management of event personnel, and event report drafting
06/2019   Shanghai Duyuan Culture Communication Co., Ltd.   Shanghai   2019 China Fortune Land Development Digital Theme International Exhibition   $ 685,875     Event planning and execution, street dance performance, communication with third parties, stage building, and venue decoration
02/2019   Fuzhou Xinsiyu Culture Communication Co., Ltd.   Sanya, Hainan   2019 Dongfeng Scenery Fan Festival   $ 665,357     Event planning and execution, entertainment, event material production, stage building, and venue decoration
04/2019   Guangzhou Taiji Advertising Co., Ltd.   Shanghai   2019 GAC Group New Energy Shanghai Exhibition   $ 615,529     Event planning and execution, video making, and news release
04/2019 to 05/2019   Beijing Taiji Culture Communication Co., Ltd.   Ningbo, Shanghai, Hangzhou, Dongguan, Shenzhen, Guangzhou, Foshan, Wuxi   2019 GAC Group “Acura” Test Drive Events   $ 498,285     Stage building, coordination with third parties, and media services
05/2019   Fuzhou Maibo Culture Communication Co., Ltd.   Fuzhou, Fujian   2019 BMW Dealer Annual Meeting   $ 498,285     Event planning and execution, reception, coordination with third parties, recruitment, training, and management of event personnel, street dance and music performance, media services, and venue decoration
05/2019   Guangzhou Taiji Advertising Co., Ltd.   Wanning, Hainan   2019 Dongfeng-Nissan Customer Test Drive Event   $ 425,008