PRER14A 1 prer14a2022_aceglobal.htm PROXY STATEMENT

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

________________________________

SCHEDULE 14A

________________________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant

 

Filed by a Party other than the Registrant

 

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material under §240.14a-12

ACE GLOBAL BUSINESS ACQUISITION LIMITED
(Name of Registrant as Specified In Its Charter)

___________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

No fee required.

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

   

(1)

 

Title of each class of securities to which transaction applies:

Ordinary shares, $0.001 par value per share, of Ace Global Business Acquisition Limited (“Ordinary Shares”)

       

 

   

(2)

 

Aggregate number of securities to which transaction applies:

30,000,000 ordinary shares of Ace Global Business Acquisition Limited to be issued to the DDC Enterprise Limited shareholders pursuant to that certain Share Exchange Agreement, dated as of August 23, 2021, by and among Ace Global Business Acquisition Limited, DDC Enterprise Limited and Ka Yin Norma Chu, as shareholders’ representative.

       

 

   

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

The proposed maximum aggregate value of the transaction was calculated based on $10.00 per share (the average of the high and low prices reported on the Nasdaq Capital Market on [*], 2022).

       

 

   

(4)

 

Proposed maximum aggregate value of transaction:

$300,000,000

       

 

   

(5)

 

Total fee paid:

$27,810

       

 

 

Fee paid previously with preliminary materials.

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

   

(1)

 

Amount Previously Paid:

       

 

   

(2)

 

Form, Schedule or Registration Statement No.:

       

  

   

(3)

 

Filing Party:

       

 

   

(4)

 

Date Filed:

       

 

 

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PRELIMINARY PROXY STATEMENT DATED MARCH 31, 2022 — SUBJECT TO COMPLETION

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ACE GLOBAL BUSINESS ACQUISITION LIMITED

Proxy Statement dated [*], 2022
and first mailed to shareholders on or about [*], 2022

Dear Shareholders:

On behalf of the board of directors Ace Global Business Acquisition Limited (“Ace,” “ACBA,” “we,” “our,” or “us”), we are pleased to enclose the proxy statement relating to the proposed acquisition of DDC Enterprise Limited (“DDC,” and such transaction, the “Business Combination”), pursuant to a share exchange agreement dated as of August 23, 2021 (as may be amended or supplemented from time to time, the “Share Exchange Agreement”) among Ace, DDC and Ka Yin Norma Chu, as representative of DDC’s shareholders. DDC is a leading China-based Business-to-Business (“B2B”) and Business-to-Consumer (“B2C”) content streaming and product marketplace offering easy, convenient ready-to-cook (“RTC”) and ready-to-heat (“RTH”) meals while promoting healthier lifestyle choices to its predominately Millennial and Generation Z customer-base. It currently conducts its operations primarily in China through its wholly-owned or controlled subsidiaries.

In connection with the Business Combination and the other matters described herein, you are cordially invited to attend the extraordinary general meeting in lieu of an annual meeting of Ace (the “Extraordinary General Meeting”) to be held at 10:00 a.m. Eastern Time on            , 2022 at the offices of Loeb & Loeb LLP, at 2206-19 Jardine House, 1 Connaught Place, Central, Hong Kong. Only shareholders who held ordinary shares of Ace (the “ACBA Shares” or “Ace Shares”) at the close of business on            , 2022 will be entitled to vote at the Extraordinary General Meeting and at any adjournments and postponements thereof. Holders of ACBA Shares will be asked to approve the Share Exchange Agreement dated as of August 23, 2021 and other related proposals.

Ace is a blank check company incorporated on November 2, 2020 as a British Virgin Islands company with limited liability and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more target businesses. Ace’s units, ordinary shares and warrants are traded on the Nasdaq Stock Market (“Nasdaq”) under the symbols “ACBAU,” “ACBA,” and “ACBAW,” respectively. At the Closing, Ace’s units will separate into their component shares and warrants so that the units will no longer trade separately under “ACBAU.”

Upon the closing of the transactions contemplated in the Share Exchange Agreement, Ace will acquire 100% of the issued and outstanding securities of DDC, in exchange for 30,000,000 ACBA Shares, of which 3,000,000 ordinary shares are to be issued and held in escrow to satisfy indemnification obligations of DDC and DDC’s current shareholders.

Although we will acquire DDC pursuant to the Share Exchange Agreement, we are not, and will not become, a Chinese operating company. We are a British Virgin Islands company and DDC, the company we are seeking to acquire, is a Cayman Islands holding company with no operations of its own.

DDC operates through its wholly-owned and controlled subsidiaries, as well as through a series of contractual arrangements with various variable interest entities (“VIEs”) in China. This VIE structure involves unique risks to investors. DDC, through its indirect wholly-owned PRC subsidiary Shanghai DayDayCook Information Technology Co., Ltd. (“SH DDC”), controls and receives the economic benefits of the VIEs without owning any direct equity interest in them through a series of contractual arrangements. The contractual arrangements under the VIE structure are not designed to create any ownership over the VIEs. Neither DDC nor any of its subsidiaries has an equity ownership or direct foreign investment in, or control through such ownership or investment of, the VIEs. Consolidated VIEs are entities in which the Company’s PRC subsidiary SH DDC, through contractual arrangements, exercises effective control over the operating activities that most impact the economic performance, bears the risks of, and enjoys the rewards normally associated with ownership of the entity, and therefore SH DDC is the primary beneficiary of the VIEs and have, for accounting purposes, consolidated their financial results in DDC’s consolidated financial statements in accordance with U.S. GAAP. In this proxy statement, any description of control over the VIEs or benefits from the VIEs that accrue to DDC (or the combined company after the Business Combination) is made based on the assumption that DDC (or the combined company after the Business Combination) has met and will continue to meet all the conditions for consolidation under U.S. GAAP.

 

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Such VIE structure is routinely adopted by many Chinese-based companies to provide contractual exposure to foreign investment in Chinese-based companies where Chinese law prohibits or limits direct foreign investment in the operating companies. Investors investing in a company that operates in China through a VIE structure may never hold equity interests in the Chinese operating company. Moreover, Chinese regulatory authorities could disallow VIE structures, including DDC’s current VIE structure at any time. The PRC Foreign Investment Law and its Implementing Rules, which both became effective from January 1, 2020, do not introduce the concept of “control” in determining whether a company would be considered a foreign-invested enterprise, nor do they explicitly provide whether the VIE structure would be deemed as a method of foreign investment. As the PRC Foreign Investment Law and its Implementing Rules are newly adopted and government authorities may promulgate more laws, regulations or rules on the interpretation and implementation of the PRC Foreign Investment Law, there is possibility that the concept of “control” may be embodied in, or the VIE structure that is adopted by DDC may be deemed as a method of foreign investment by, any of such future laws, regulations and rules. Moreover, PRC courts have not categorically decided on the validity of the VIE structure, nor do mandatory judicial precedents exist on this issue, as China follows a civil law tradition where the courts are not necessarily bound by judicial precedents. The validity of contractual arrangements under VIE structure has been decided by the PRC courts on a case-by-case basis. In 2012, the PRC Supreme People’s Court declared certain contractual arrangements similar to a VIE structure for a Hong Kong company to gain economic control over a PRC company void due to the parties’ improper purpose to bypass PRC regulatory supervision. If the PRC courts or regulatory authorities determine that DDC’s contractual arrangements are in violation of applicable PRC laws, rules or regulations, DDC’s VIE contractual arrangements may become invalid or unenforceable, which would likely result in a material change in DDC’s operations and/or value of our units and ordinary shares, including that it could cause the value of our securities to significantly decline or become worthless. See “Risk Factors — We face uncertainties with respect to the interpretation and implementation of the newly enacted Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.

Legal and operational risks associated with DDC

A majority of the existing operations of DDC are in China and governed by PRC laws, rules and regulations. The PRC government also has significant authority to exert influence on the ability of a company with substantial operations in China to conduct its business and control over securities offerings conducted overseas and/or foreign investments at any time. The associated legal and operational risks could result in a material change in DDC’s operations and/or the value of our units or ordinary shares. Any such regulatory oversight or control could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless. In particular, there have been recent statements by the PRC government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based companies with substantial operations in China. The PRC government has also issued statements and has undertaken regulatory actions related to the use of variable interest entities, data security and anti-monopoly concerns. The PRC government may promulgate relevant laws, internal rules and regulations that may impose additional and significant obligations and liabilities on overseas listed Chinese companies regarding data security, cross-border data flow, compliance with PRC securities laws and anti-monopoly laws. These laws and regulations can be complex and stringent, and can be subjected to change and uncertain interpretation, which could limit the combined company’s ability to conduct business, accept foreign investments or list on an U.S. or other foreign exchange. See “Risk Factors — Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and results of operations.” and “Risk Factors — Uncertainties with respect to the PRC legal system and changes in laws and regulations in China could adversely affect us, and any lack of requisite approvals, licenses or permits applicable to our business may have a material adverse effect on our business and results of operations.”

The Public Company of Accounting Oversight Board (“PCAOB”) does not have access to auditors in China

On December 16, 2021, the Public Company Accounting Oversight Board (“PCAOB”) issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (i) China, and (ii) Hong Kong. Our auditor, Friedman LLP, headquartered in New York, NY, is an independent registered public accounting firm with the PCAOB and has been inspected by the PCAOB on a regular basis. The PCAOB currently has access to inspect the working papers of our auditor. Our auditor is not headquartered in China or Hong Kong and was not identified in this report as a firm subject to the PCAOB’s determination.

 

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However, DDC’s independent registered public accounting firm is subject to the determinations announced by the PCAOB on December 16, 2021 which includes the conclusion by PCAOB that its ability to execute its statutory mandates as to inspections and investigations of registered firms headquartered in mainland China is impaired with respect to all three factors in PCAOB Rule 6100(b) namely (i) the PCAOB’s ability to select potential violations to be investigated; (ii) the PCAOB’s timely access to, and the ability to retain and use, any document or information (including through conducting interviews and testimony) in the possession, custody or control of the firm(s) or any associated persons thereof that the PCAOB considers relevant to an investigation, and (iii) the PCAOB’s ability to conduct investigations in a manner consistent with the provisions of the Holding Foreign Companies Accountable Act (“HFCAA”) and the rules of the PCAOB, as interpreted and applied by the PCAOB.

DDC’s auditor is located in and organized under the laws of the PRC, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the Chinese authorities, and therefore DDC’s auditor is not currently inspected by the PCAOB. On December 2, 2021, the SEC adopted final amendments implementing the disclosure and submission requirements under the Holding Foreign Companies Accountable Act, pursuant to which the SEC will (i) identify an issuer as a “Commission-Identified Issuer” if the issuer has filed an annual report containing an audit report issued by a registered public accounting firm that the PCAOB has determined it is unable to inspect or investigate completely because of the position taken by the authority in the foreign jurisdiction and (ii) impose a trading prohibition on the issuer after it is identified as a Commission-Identified Issuer for three consecutive years. The Accelerating Holding Foreign Companies Accountable Act, which was passed by the U.S. Senate in June 2021, (the “AHFCAA”), if enacted, would shorten the three-consecutive-year compliance period under the HFCAA to two consecutive years. The fact that the PCAOB has been and currently is unable to inspect DDC’s auditor could deprive investors of the benefits of such inspections and cause our securities to be delisted under the HFCAA and the AHFCAA.

Upon consummation of the Business Combination, DDC’s current auditor may become the auditor of the combined company. Even if the combined company were to engage a new audit firm, because the combined company will have substantial operations within the PRC and the PCAOB is currently unable to conduct full inspections of the work of audit firm as it relates to those operations without the approval of the Chinese authorities, the combined company’s auditor may not be inspected thoroughly by the PCAOB in the future. The inability of the PCAOB to conduct full inspections of auditors in China makes it more difficult to evaluate the effectiveness of the combined company’s auditors’ audit procedures and quality control procedures as compared to auditors who primarily work in jurisdictions where the PCAOB has full inspection access. As a result, investors may be deprived of the benefits of PCAOB inspections. In addition, the SEC may initiate proceedings against the combined company’s independent registered public accounting firm, which could result in the imposition of penalties against such accounting firm, such as suspension of its ability to practice before the SEC. If we are required to engage a new audit firm, we may incur significant expense and management time. All of these could cause our investors and potential investors in our securities to lose confidence in our audit procedures, reported financial information and the quality of our financial statements. The market price of our ordinary shares could be adversely affected. Further, if the PCAOB determines that it cannot inspect or investigate completely independent registered public accounting firm for a period of three consecutive years, the trading of our securities may be prohibited under the HFCAA and an exchange may determine to delist our securities. The delisting of our securities, or the threat of such securities being delisted, may materially and adversely affect the value of your investment.

See “Risk Factors — The audit report of DDC for the year ended 31 December 2020 and 2019 included in this prospectus is prepared by an auditor who is not inspected by the Public Company Accounting Oversight Board and as such, our investors are deprived of the benefits of such inspection.” and “Risk Factors — The recent enactment of the Holding Foreign Companies Accountable Act may result in de-listing of our securities.”

The way cash will be transferred through the combined company

In light of DDC’s VIE structure, the way through which cash will be transferred through the combined company is complex. Shanghai DayDayCook Information Technology Co., Ltd. (“SH DDC”), a wholly-owned subsidiary of DDC, entered into series of contractual arrangements with Shanghai Weishi Information Technology Co., Ltd. (“Weishi”) and Shanghai City Modern Agriculture Development Co., Ltd. (“City Modern”), pursuant to which SH DDC shall receive from each of Weishi and City Modern a service fee on a quarterly basis, which shall be

 

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equal to all the quarter profit of Weishi and City Modern, respectively, before tax and before the service fee after covering the deficit for prior year, if any. Therefore, SH DDC would receive the economic benefits of the VIEs by way of service fees. DDC will then receive the economic benefits from all its PRC subsidiaries by way of dividends. Upon consummation of the business combination, any cash and financing requirements we may have, including the funds necessary to pay dividends and other cash distributions to our shareholders or to service any debt we may incur, would mainly rely on dividend payments from DDC. DDC’s PRC subsidiaries are permitted to pay dividends only out of their retained earnings. However, each of such PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year, after making up for previous year’s accumulated losses, if any, to fund certain statutory reserves, until the aggregate amount of such funds reaches 50% of its registered capital. This portion of the PRC subsidiaries’ after-tax profits are prohibited from being distributed to their shareholders as dividends.

As of the date of this proxy statement, DDC, its subsidiaries, and its VIEs have not distributed any earnings or settled any amounts owed under the VIE agreements. DDC, its subsidiaries, and its VIEs do not have any plan to distribute earnings or settle amounts owed under the VIE agreements in the foreseeable future. Other than cash transferred in the ordinary course of business between DDC’s subsidiaries and the VIEs, there were no other significant cash transfers and transfers of other assets between DDC, its subsidiaries, and its VIEs to date.

As of the date of this proxy statement, no dividends or distributions have been made to DDC by any of DDC’s subsidiaries and its consolidated VIEs and no dividends or distributions have been made to U.S. investors. For more details, refer to the condensed consolidating schedules on page 14 and Note 1(b) of DDC’s Unaudited Condensed Consolidated Financial Statements and Note 1 of DDC’s Consolidated Financial Statements.

DDC is in the process of terminating both its VIE arrangements with Weishi and City Modern for reasons elaborated below.

Weishi was established to hold DDC’s APP, website, and related businesses in China. DDC had used the APP and website as a D2C sales channels and advertisement platform to sell DDC branded products and distribute third party products. The combination of cooking experience through DDC cooking videos and recipes alongside product sales contributed to DDC’s growth prior to 2019. However, since 2019, DDC’s management has been implementing the 2C strategy through building presence in (i) China-based e-commerce platforms such as Tmall, JD(京東) , Pinduoduo (拼多多), (ii) leading live-streaming, video-sharing and content-marketing platforms Douyin, Bilibili, Weibo, Little Red Book (小红书), Kuaishou etc., and (iii) online-merged-offline (OmO) group-buy platforms e.g., Meituan-Dianping to drive online sales, which gives DDC exposure to a larger customer base in China. Since DDC has obtained substantial growth through selling in the above platforms, DDC’s management is of the view that the DDC APP and website which Weishi holds are not a high growth sales channel that DDC would continue to focus its resources. Due to such shift in focus, DDC decided to terminate its VIE arrangement with Weishi.

DDC entered into VIE arrangement with City Modern to upstream integrate a fresh produce supply chain to demonstrate DDC’s capability to supply fresh food. DDC also planned to develop a fresh produce product line and integrate fresh produce in DDC’s product and service offerings. This included a supply of fresh produce in its experience stores and cooking classes which its customers can use, and DDC’s selling of branded fresh produces. However, COVID-19 led to a prolonged closure of DDC’s offline physical retail locations since 2020, and the venture was delayed and did not turn out to be fruitful. DDC also adjusted its strategy in 2020 to focus on the higher growth “Ready-to-heat” and “Ready-to-cook” product segments. As a result, supply of fresh produce is no longer in line with DDC’s growth strategy. Due to such shift in focus, DDC decided to terminate its VIE arrangement with City Modern.

On [*], 2022, the record date for the Extraordinary General Meeting of shareholders, the last sale price of ACBA Share was $[*].

Each shareholder’s vote is very important. Whether or not you plan to attend the Extraordinary General Meeting in person, please submit your proxy card without delay. Shareholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a shareholder from voting in person if such shareholder subsequently chooses to attend the Extraordinary General Meeting.

 

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We encourage you to read this proxy statement carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 39.

Ace’s board of directors unanimously recommends that Ace’s shareholders vote “FOR” approval of each of the proposals.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement. Any representation to the contrary is a criminal offense.

   

Eugene Wong

   

Chief Executive Officer

   

Ace Global Business Acquisition Limited

   

[*], 2022

   

 

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HOW TO OBTAIN ADDITIONAL INFORMATION

This proxy statement incorporates important business and financial information about Ace that is not included or delivered herewith. If you would like to receive additional information or if you want additional copies of this document, the agreements contained in the appendices or any other documents filed by Ace with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact Ace at the following address:

Ace Global Business Acquisition Limited
6
/F Unit B, Central 88, 88-89 Des Voeux Road Central,
Central, Hong Kong
Attn: Eugene Wong, Chief Executive Officer
Tel: (852) 9086 7042

If you would like to request documentation, please do so no later than [*], 2022 to receive such documentation before the Extraordinary General Meeting. Please be sure to include your complete name and address in your request. Please see “Where You Can Find Additional Information” to find out where you can find more information about Ace and DDC. You should rely only on the information contained in this proxy statement in deciding how to vote on the Business Combination. Neither Ace nor DDC has authorized anyone to give any information or to make any representations other than those contained in this proxy statement. Do not rely upon any information or representations made outside of this proxy statement. The information contained in this proxy statement may change after the date of this proxy statement. Do not assume after the date of this proxy statement that the information contained in this proxy statement is still correct.

USE OF CERTAIN TERMS

Unless otherwise stated in this proxy statement, references in this proxy statement to:

•        “ACBA,” “Ace,” “we,” “us” or “our company” refer to Ace Global Business Acquisition Limited;

•        “DDC” refers to DDC Enterprise Limited, its consolidated subsidiaries and its consolidated affiliated entities, including its variable interest entities (“VIEs”) and their consolidated entities;

•        “Generation Z” or “GenZ” refer to the demographic cohort in China of individuals born from 1996 to 2010;

•        “Millennial” refers to the demographic cohort in China of individuals born from 1980 to 1995;

•        “non-tier 1 cities” refer to all cities in China other than Beijing, Shanghai, Guangzhou and Shenzhen;

•        “Share Exchange Agreement,” or “Merger Agreement” refer to the Share Exchange Agreement, dated as of August 23, 2021, entered into by and among Ace Global Business Acquisition Limited, DDC Enterprise Limited and Ka Yin Norma Chu, as the shareholders’ representative;

•        “tier 1 cities” refer to Beijing, Shanghai, Guangzhou and Shenzhen in China;

•        “U.S. Dollars,” “USD”, “US$” and “$” refer to the legal currency of the United States;

•        “U.S. GAAP” are to accounting principles generally accepted in the United States; and

The reporting currency of Ace and DDC is the U.S. dollar and Renminbi, respectively. This proxy statement also contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise stated, all translations of Renminbi into U.S. dollars were made at RMB6.4566 to US$1.00, the exchange rate set forth in the Federal Reserve Board on June 30, 2021. We make no representation that the Renminbi or U.S. dollar amounts referred to in this proxy statement could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all.

 

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ACE GLOBAL BUSINESS ACQUISITION LIMITED
6/F Unit B, Central 88, 88-89 Des Voeus Road Central
Central, Hong Kong

NOTICE OF EXTRAORDINARY GENERAL MEETING OF
ACE GLOBAL BUSINESS ACQUISITION LIMITED SHAREHOLDERS

To Be Held on [*], 2022

To Ace Global Business Acquisition Limited (“Ace”) Shareholders:

An extraordinary general meeting of shareholders of Ace (the “Extraordinary General Meeting”) will be held at [*], on [*], 2022, at [*] a.m., for the following purposes:

•        To approve the share exchange agreement dated as of August 23, 2021 (as may be amended or supplemented from time to time, the “Share Exchange Agreement”, and the transactions contemplated therein, the “Business Combination”) by and among Ace, DDC Enterprise Limited (“DDC”) and Ka Yin Norma Chu, as representative of DDC’s shareholders and the transactions contemplated thereunder, including but not limited to the acquisition of all of the issued and outstanding shares and any other equity interests of DDC from DDC’s current shareholders and the consideration paid to such shareholders by way of a new issuance of ordinary shares credited as fully paid in accordance with the Share Exchange Agreement.” This proposal is referred to as the “Business Combination Proposal” or “Proposal No. 1.”

•        To approve as a members resolution the change of Ace’s name to DayDayCook Inc. and the adoption of the Second Amended and Restated Memorandum and Articles of Association of Ace as further described herein. This proposal is referred to as the “Amendment Proposal” or “Proposal No. 2.”

•        To approve the issuance of more than 20% of the issued and outstanding ACBA Shares pursuant to the terms of the Share Exchange Agreement, as required by Nasdaq Listing Rules 5635(a) and (d). This proposal is referred to as the “Nasdaq Proposal” or “Proposal 3.”

•        To approve the adjournment of the extraordinary general meeting in the event Ace does not receive the requisite shareholder vote to approve the Business Combination. This proposal is called the “Business Combination Adjournment Proposal” or “Proposal 4.”

Proposals 1 through 4 are sometimes collectively referred to herein as the “Proposals.”

As of [*], 2022, there were 6,054,000 ACBA Shares issued and outstanding and entitled to vote. Only Ace’s shareholders who hold shares of record as of the close of business on [*], 2022 are entitled to vote at the Extraordinary General Meeting or any adjournment of the Extraordinary General Meeting. This proxy statement is first being mailed to shareholders on or about [*], 2022. Approval of the Business Combination Proposal and the Amendment Proposal will each require 50% of the issued and outstanding ordinary shares present in person or by proxy and entitled to vote at the Extraordinary General Meeting. Further, approval of the Nasdaq Proposal and the Business Combination Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding ordinary shares present in person or by proxy and entitled to vote at the Extraordinary General Meeting. Attending the Extraordinary General Meeting either in person or by proxy and abstaining from voting will have the same effect as voting against all the proposals and, assuming a quorum is present, broker non-votes will have no effect on the Business Combination Proposal, the Amendment Proposal, the Nasdaq Proposal, and the Adjournment Proposal.

Ace currently is authorized to issue a maximum of 100,000,000 shares of a single class, each with par value of $0.001.

Whether or not you plan to attend the Extraordinary General Meeting in person, please submit your proxy card without delay. Voting by proxy will not prevent you from voting your shares in person if you subsequently choose to attend the Extraordinary General Meeting. If you fail to return your proxy card and do not attend the meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. You may revoke a proxy at any time before it is voted at the extraordinary general meeting by executing and returning a proxy card dated later than the previous one, by attending the Extraordinary General Meeting in person and casting your vote by ballot or by submitting a written revocation to Ace Global Business Acquisition Limited at 6/F Unit B, Central 88, 88-89 Des Voeux Road Central, Central, Hong Kong,

 

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Attention: Eugene Wong, Chief Executive Officer, Telephone: (852) 9086 7042, that is received by us before we take the vote at the Extraordinary General Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

Ace’s board of directors unanimously recommends that Ace’s shareholders vote “FOR” approval of each of the proposals.

By order of the Board of Directors,

   

 

   

Eugene Wong

   

Chief Executive Officer of

   

Ace Global Business Acquisition Limited

   

[__________], 2022

   

 

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TABLE OF CONTENTS

 

PAGE

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR ACE shareholders

 

1

DELIVERY OF DOCUMENTS TO ACE shareholders

 

10

SUMMARY OF THE PROXY STATEMENT

 

11

TRADING MARKET AND DIVIDENDS

 

38

RISK FACTORS

 

39

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

82

EXTRAORDINARY GENERAL MEETING OF ACE SHAREHOLDERS

 

83

THE BUSINESS COMBINATION PROPOSAL

 

88

THE AMENDMENT PROPOSAL

 

111

THE NASDAQ PROPOSAL

 

112

THE BUSINESS COMBINATION ADJOURNMENT PROPOSAL

 

113

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA OF DDC

 

114

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

117

HISTORY AND CORPORATE STRUCTURE OF DDC

 

129

DDC’S BUSINESS

 

135

INDUSTRY OVERVIEW

 

149

REGULATION

 

152

MANAGEMENT’s DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF DDC

 

164

SELECTED HISTORICAL FINANCIAL INFORMATION OF ACE GLOBAL BUSINESS ACQUISITION

 

181

MANAGEMENT’s DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ACE GLOBAL BUSINESS ACQUISITION LIMITED

 

182

ACE GLOBAL BUSINESS ACQUISITION LIMITED’S BUSINESS

 

185

DIRECTORS, EXECUTIVE OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE

 

188

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT PRIOR TO THE BUSINESS COMBINATION

 

194

SECURITY OWNERSHIP OF THE COMBINED COMPANY AFTER THE BUSINESS COMBINATION

 

196

CERTAIN TRANSACTIONS

 

197

DESCRIPTION OF ACE’S SECURITIES

 

200

SHAREHOLDER PROPOSALS AND OTHER MATTERS

 

204

WHERE YOU CAN FIND ADDITIONAL INFORMATION

 

204

ANNEX A-1 — SHARE EXCHANGE AGREEMENT

 

A-1-1

ANNEX A-2 — SHAREHOLDER SUPPORT AGREEMENT

 

A-2-1

ANNEX B — FORM OF SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ACE

 

B-1

ANNEX C — FORM OF ESCROW AGREEMENT

 

C-1

ANNEX D — FORM OF LOCK-UP AGREEMENTS

 

D-1

EXHIBIT A — Representation under Item 8.A.4. of Form 20-F

   

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR ACE shareholders

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Ace’s shareholders. Ace urges its shareholders to read this proxy statement, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the Extraordinary General Meeting, which will be held at [*], on [*], 2022, at [*] a.m.

Q:     What is the purpose of this document?

A:     Ace Global Business Acquisition Limited, a British Virgin Islands company, or (“Ace,” or “ACBA”), and DDC Enterprise Limited (“DDC”), a Cayman Islands company, have agreed to a business combination under the terms of a share exchange agreement, dated as of August 23, 2021, (as may be amended or supplemented from time to time, the “Share Exchange Agreement”), by and among Ace, DDC, and Ka Yin Norma Chu, as representative of DDC’s shareholders. The consummation of the transactions contemplated by the Share Exchange Agreement relating to the business combination with DDC are referred to as the Business Combination and the proposal to approve the Business Combination is referred to as the Business Combination Proposal. The Share Exchange Agreement is attached to this proxy statement as Annex A-1, and is incorporated into this proxy statement by reference. You are encouraged to read this proxy statement, including the section titled “Risk Factors” and all the annexes hereto, in their entirety.

Ace shareholders are being asked to consider and vote upon a proposal to adopt the Share Exchange Agreement pursuant to which, Ace will acquire all of the issued and outstanding shares and other equity interests of DDC from DDC’s current shareholders, and other proposals directly related thereto. The units that were issued in Ace’s initial public offering (the “ACBA Units”), each consist of one ordinary share of Ace, $0.001 par value per share, or the ACBA Shares, and one redeemable warrant entitling the holder thereof to purchase one ACBA Share, or the ACBA Warrants. Ace shareholders (except for initial shareholders or officers or directors of Ace) will be entitled to redeem their ACBA Shares for a pro rata share of the trust account (currently anticipated to be no less than approximately $10.30 per share) net of taxes payable. The “initial shareholders” of Ace are (i) Ace Global Investment Limited, (ii) Eugene Wong, (iii) Nicholas Xue-Wei Tan, (iv) Robert Morris and (v) Leslie Chow. The initial shareholders hold the percentages of Ace as listed below in “Post-Business Combination Structure and Impact on the Public Float.”

The ACBA Units, ACBA Shares, and ACBA Warrants are currently listed on the Nasdaq Capital Market.

This proxy statement contains important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary General Meeting of Ace shareholders. You are hereby advised to, and should, read it carefully.

YOUR VOTE IS INPORTANT. YOU ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT.

Q:     What is being voted on?

A:     Below are the proposals on which Ace’s shareholders are being asked to vote:

•        To approve the Share Exchange Agreement and the transactions contemplated thereunder, including but not limited to the acquisition of all of the issued and outstanding shares and any other equity interests of DDC from DDC’s current shareholders and the consideration paid to such shareholders by way of new issue of ordinary shares credited as fully paid in accordance with the Share Exchange Agreement (the transactions contemplated by the Share Exchange Agreement, the “Business Combination”).This proposal is referred to as the “Business Combination Proposal” or “Proposal No. 1.”

•        To approve as a member resolution the change of Ace’s name to DayDayCook Inc. and the adoption of the Second Amended and Restated Memorandum and Articles of Association of Ace as further described herein. This proposal is referred to as the “Amendment Proposal” or “Proposal No. 2.”

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•        To approve the issuance of more than 20% of the issued and outstanding ACBA Shares pursuant to the terms of the Share Exchange Agreement, as required by Nasdaq Listing Rules 5635(a) and (d). This proposal is referred to as the “Nasdaq Proposal” or “Proposal 3.”

•        To approve the adjournment of the extraordinary general meeting in the event Ace does not receive the requisite shareholder vote to approve the Business Combination. This proposal is called the “Business Combination Adjournment Proposal” or “Proposal 4.”

After careful consideration, Ace’s board of directors has determined that the Business Combination Proposal, the Amendment Proposal, the Nasdaq Proposal and the Business Combination Adjournment Proposal are in the best interests of Ace and its shareholders, and unanimously recommends that you vote or give instruction to vote “FOR” each of such proposals.

Q:     What equity stake will Ace’s public stockholders and the existing DDC shareholders hold in the combined company immediately after the consummation of the Business Combination?

A:     Immediately after the consummation of the Business Combination, it is anticipated that: (i) Ace’s public shareholders will own approximately 11.7% of the combined company’s shares and 11.7% of the voting power of the combined company; (ii) the PIPE Investors will own approximately 8.9% of the combined company’s shares and 8.9% of the voting power of the combined company; (iii) the Sponsor and current Ace directors will own approximately 3.2% of the combined company’s shares and 3.2% of the voting power of the combined company; and (iv) the existing DDC shareholders will own approximately 76.2% of the combined company’s shares and 76.2% of the voting power of the combined company. The levels of ownership interests were calculated based on the assumptions that (i) no Ace’s shareholder exercises its redemption rights or dissenters’ rights, (ii) none of the initial shareholders or DDC’s current shareholders purchase ACBA Shares in the open market, (iii) there is no exercise or conversion of ACBA Warrants, (iv) an aggregate of 3,500,000 shares are issued to the PIPE Investors at the closing of the Business Combination, (v) DDC shall buy back 200,000 Ace Ordinary Shares from Ace Global Investment Limited at US$10.00 per Ace Ordinary Share on the consummation of the Business Combination using the excess funds in the Trust Account, which shall be subsequently cancelled or held in treasury, and (vi) there are no other issuances of equity by Ace prior to or in connection with the consummation of the Business Combination. The foregoing also excludes up to 3,600,000 earnout shares will be issuable to DDC’s current management team pursuant to the Share Exchange Agreement. When including up to 3,600,000 earnout shares issuable to DDC’s current management team, Ace’s public shareholders’ voting power will be diluted to approximately 10.7% of the combined company.

Q:     What are the conditions which will trigger the potential earnout for the DDC management team?

A:     Subject to the terms and conditions set forth in the Share Exchange Agreement, the individuals that comprise the management team of DDC immediately prior to the consummation of the Business Combination (“DDC Management”) have the contingent right to receive additional earnout consideration from Ace representing, in the aggregate, up to three million six hundred thousand (3,600,000) Ace Ordinary Shares (the “Earnout Shares”). In the event that DDC’s revenue exceeds (i) forty-one million dollars (US$41,000,000) for the fiscal year ending December 31, 2021, then DDC Management shall receive one million (1,000,000) Earnout Shares; (ii) sixty-six million dollars (US$66,000,000) for the fiscal year ending December 31, 2022, then DDC Management shall receive one million (1,000,000) Earnout Shares; and (iii) one hundred eighteen million dollars (US$118,000,000) for the fiscal year ending December 31, 2023, then DDC Management shall receive one million (1,000,000) Earnout Shares. The attainment of the foregoing revenue targets will be determined by the audited financial statements of DDC for each applicable fiscal year. In addition, in the event that the volume weighted-average per-share trading price of Ace Ordinary Shares is at or above eighteen dollars (US$18.00) per share for twenty (20) consecutive trading days in any twenty (20)-day continuous trading period starting on the day of closing of the Business Combination and ending on December 31, 2025, then DDC Management shall receive six hundred thousand (600,000) Earnout Shares. To date, the milestones have not been achieved.

Q:     Why is there a share buy-back from Ace Global Investment Limited?

A:     Ace’s sponsor, Ace Global Investment Limited (the “Sponsor”) requested that it be permitted to sell 200,000 shares at $10.00 per share upon consummation of the Business Combination in order to recoup some of its investment in Ace. However, to avoid potential pressure on the combined company’s share price, Ace and DDC decided

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it would be more beneficial to the combined company and its public shareholders if the combined company repurchases the 200,000 shares from the Sponsor, instead of allowing the Sponsor to sell those shares in open market., The directors of Ace believe that the share buy-back is advisable and in the best interest of Ace’s shareholders.

Q:     Why would the PIPE investors as compared to the Ace shareholders potentially invest at a discount?

A:     We intend to raise US$30,000,000 to US$40,000,000 through private investment financing (“PIPE financing”) and other means of equity financing. Assuming no redemptions of ACBA Shares, depending on the actual amount of capital raised through such PIPE financing, PIPE investors as a group are expected to hold 7.7% to 10.0% of the combined company immediately post completion of the Business Combination. The issue price or effective issue price of the PIPE and equity financing will not be less than $9.20 per share and may potentially be at a discount to the market price of ACBA Shares. We consider that issuing shares at a discount is typical for a PIPE financing for the following reasons: (i) PIPE investors may request a discount to market on the purchase price in order to compensate for the lack of liquidity in the PIPE shares because for example, PIPE shares are restricted from being resold in the public markets until a resale registration statement is filed and declared effective; and (ii) to us, the discount would be compensated for by the lower transaction expenses we would incur and the quicker access to capital on a relatively short and certain time frame, when compared to other alternatives for raising capital, such as a public offering. Moreover, you should be aware that shares issued at a discount to the PIPE investors, who will pay less for the same stake in Ace, may immediately dilute the value of your shares. The issuance of the PIPE shares would result in significant dilution to you and would afford you a smaller percentage interest in the voting power, liquidation value and aggregate book value of Ace. The terms of the PIPE financing may also include liquidation or other preferences that materially adversely affect your rights as a shareholder.

Q:     Do any of Ace’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

A:     Ace’s directors and officers may have interests in the Business Combination that are different from your interests as a shareholder. The existence of financial and personal interests of one or more of Ace’s directors and officers may result in a conflict of interest on the part of such director(s) and officer(s) between what he, she or they may believe is in the best interests of Ace and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. You should keep in mind the following interests of Ace’s directors and officers:

In November and December 2020, Ace issued an aggregate of 1,150,000 shares to our initial shareholders, which we refer to throughout this proxy statement as the “insider shares”, for an aggregate purchase price of $25,000. Simultaneous with the consummation of the Initial Public Offering (“IPO”) on April 8, 2021, we consummated the private placement of 280,000 private Units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,800,000. The Private Placement Units were purchased by Ace’s sponsor, Ace Global Investment Limited (the “Sponsor”). The underwriters exercised the over-allotment option in full and on April 9, 2021, the underwriters purchased 600,000 over-allotment option units, which were sold at an offering price of $10.00 per unit, generating gross proceeds of $6,000,000. On April 9, 2021, simultaneously with the sale of the over-allotment option units, the Company consummated the private sale of an additional 24,000 Private Units, generating gross proceeds of $240,000. On March 28, 2022, an unsecured promissory note in the aggregate principal amount of US$455,400.00 was issued to the Sponsor in return for the deposit of the same amount by the Sponsor into the trust account in order to extend the amount of available time to complete a business combination until July 8, 2022.

All of Ace’s officers and directors, and sponsor own an aggregate of 1,150,000 shares of Ace as of the date if this proxy. If Ace does not consummate a business combination by April 8, 2022 or January 8, 2023, (pursuant to Ace’s Amended and Restated Memorandum and Articles of Association), then Ace will be required to wind up our affairs and liquidate and the securities held by Ace’s insiders will be worthless because such holders have agreed to waive their rights to any liquidation distributions and the unsecured promissory notes held by the Sponsor would not be repaid. Based on a market price of $10.17 per one ACBA Share on October 21, 2021, the value of these shares was approximately $11,695,500.

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Approval of the Business Combination Proposal and the Amendment Proposal will each require 50% of the issued and outstanding ordinary shares present in person or by proxy and entitled to vote at the Extraordinary General Meeting. Further, approval of the Nasdaq Proposal and the Business Combination Adjournment Proposal will require the affirmative vote of the holders of a majority of the issued and outstanding ACBA Shares present and entitled to vote at the Extraordinary General Meeting. As of the record date of the Extraordinary General Meeting of Ace shareholders, 1,454,000 shares held by Ace’s initial shareholders, or approximately 24.0% of the outstanding ACBA Shares, would be voted in favor of each of the Proposals.

In addition, the exercise of Ace’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in Ace shareholders’ best interests.

Q:     When and where is the Extraordinary General Meeting of Ace shareholders?

A:     The Extraordinary General Meeting of Ace shareholders will take place at [*] on [*], 2022, at [*] a.m.

Q:     Who may vote at the Extraordinary General Meeting of shareholders?

A:     Only holders of record of ACBA Shares as of the close of business on [*], 2022 may vote at the extraordinary general meeting of shareholders. As of [*], 2022, there were 6,054,000 ACBA Shares issued and outstanding and entitled to vote. Please see “Extraordinary General Meeting of Ace Shareholders — Record Date; Who is Entitled to Vote” for further information.

Q:     What is the quorum requirement for the Extraordinary General Meeting of shareholders?

A:     Shareholders representing at least fifty (50) percent of the ACBA Shares issued and outstanding as of the record date and entitled to vote at the Extraordinary General Meeting must be present in person or represented by proxy in order to hold the Extraordinary General Meeting and conduct business. This is called a quorum. ACBA Shares will be counted for purposes of determining if there is a quorum if the shareholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card. In the absence of a quorum, shareholders representing a majority of the votes present in person or represented by proxy at such meeting may adjourn the meeting until a quorum is present. Broker non-votes will not be considered present for the purposes of establishing a quorum.

Q:     What vote is required to approve the Proposals?

A:     Approval of the Business Combination Proposal and the Amendment Proposal will each require 50% of the issued and outstanding ordinary shares present in person or by proxy and entitled to vote at the Extraordinary General Meeting. Further, approval of the Nasdaq Proposal and the Business Combination Adjournment Proposal will require the affirmative vote of the holders of a majority of the issued and outstanding ACBA Shares present and entitled to vote at the Extraordinary General Meeting. Attending the Extraordinary General Meeting either in person or by proxy and abstaining from voting will have the same effect as voting against all the Proposals and each nominee for election as a director and, assuming a quorum is present, broker non-votes will have no effect on the Proposals.

Q:     Are the proposals conditioned on one another?

A:     Yes. The Business Combination Proposal and the Nasdaq Proposal are conditioned upon the approval of the Amendment Proposal. The Amendment Proposal is conditioned upon the approval of the Business Combination Proposal and the Nasdaq Proposal.

Q:     Why is Ace proposing the Business Combination?

A:     Ace was organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar Business Combination with one or more businesses or entities.

DDC, through its wholly-owned or controlled subsidiaries and VIEs, is primarily engaged in (a) sales and marketing of convenient ready-to-cook (“RTC”) and ready-to-heat (“RTH”) meal products, private-label and fresh products, (b) the provision of advertising services, and (c) the operation of experience stores to offer cooking classes in China. Based on its due diligence investigations of DDC and the industry in which it

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operates, including the financial and other information provided by DDC in the course of Ace’s due diligence investigations, the Ace board of directors believes that the Business Combination with DDC is in the best interests of Ace and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this.

Q:     How will the initial shareholders vote?

A:     Ace’s initial shareholders, who as of [*], 2022 owned [1,454,000] ACBA Shares, or approximately 24.0% of the outstanding ACBA Shares, have agreed to vote their respective ordinary shares acquired by them prior to the initial public offering in favor of the Business Combination Proposal and related proposals. Ace’s initial shareholders have also agreed that they will vote any shares they purchase in the open market in or after the IPO in favor of each of the Proposals. The “initial shareholders” of Ace are (i) Ace Global Investment Limited, (ii) Eugene Wong, (iii) Nicholas Xue-Wei Tan, (iv) Robert Morris and (v) Leslie Chow. The initial shareholders hold the percentages of Ace as listed below in “Post-Business Combination Structure and Impact on the Public Float.”

Q:     Am I required to vote in order to have my ordinary shares redeemed?

A:     No. You are not required to vote in order to have the right to demand that Ace redeem your ordinary shares for cash equal to your pro rata share of the aggregate amount then on deposit in the trust account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the trust account, net of taxes payable). These rights to demand redemption of ACBA Shares for cash are sometimes referred to herein as redemption rights. If the Business Combination is not consummated, then holders of ACBA Shares electing to exercise their redemption rights will not be entitled to receive such payments.

Q:     Do I have redemption rights?

A:     If you are a public shareholder and you seek to have your shares redeemed, you have the right to request that we redeem all or a portion of your shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement. Public shareholders may elect to redeem all or a portion of their shares regardless of if or how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, then please see the answer to the next question: “How do I exercise my redemption rights?

Q:     How do I exercise my redemption rights?

A:     If you are a public shareholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time on [*], 2022 (the business day before the Extraordinary General Meeting), that Ace redeem your shares into cash; and (ii) submit your request in writing to Ace’s transfer agent, at the address listed at the end of this section and delivering your shares to Ace’s transfer agent physically or electronically using the DWAC system the business day prior to the vote at the meeting.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern time on [*], 2022 (the business day before the Extraordinary General Meeting) in order for their shares to be redeemed.

Any corrected or changed written demand of redemption rights must be received by Ace’s transfer agent the business day prior to the Extraordinary General Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent the business day prior to the vote at the meeting.

Public shareholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of ACBA Shares as of the record date. Any public shareholder who holds ACBA Shares on or before [*], 2022 (the business day before the Extraordinary General Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination).

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Q:     If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Ace believes the Proposals are non-discretionary and, therefore, your broker, bank or nominee cannot vote your shares without your instruction. Broker non-votes will not be considered present for the purposes of establishing a quorum and will have no effect on the Proposals. If you do not provide instructions with your proxy, your bank, broker or other nominee may submit a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is not voting your shares is referred to as a “broker non-vote.” Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your Ace Shares in accordance with directions you provide.

Q:     How can I vote?

A:     If you were a holder of record ACBA Shares on [*], 2022, the record date for the Extraordinary General Meeting of Ace shareholders, you may vote with respect to the applicable proposals in person at the Extraordinary General Meeting of Ace shareholders, or by submitting a proxy by mail so that it is received prior to 9:00 a.m. on [*], 2022, in accordance with the instructions provided to you under “Extraordinary General Meetings of Ace Shareholders.” If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, your broker or bank or other nominee may provide voting instructions (including any telephone or Internet voting instructions). You should contact your broker, bank or nominee in advance to ensure that votes related to the shares you beneficially own will be properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting of Ace shareholders and vote in person, obtain a proxy from your broker, bank or nominee.

Q:     What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

A:     Ace will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Extraordinary General Meeting of Ace shareholders. For purposes of approval, an abstention on any Proposals will have the same effect as a vote “AGAINST” such Proposal.

Q:     Can I change my vote after I have mailed my proxy card?

A:     Yes. You may change your vote at any time before your proxy is voted at the Extraordinary General Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Extraordinary General Meeting in person and casting your vote by ballot or by submitting a written revocation stating that you would like to revoke your proxy that we receive prior to the Extraordinary General Meeting. If you hold your shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

Ace Global Business Acquisition Limited
6/F Unit B, Central 88, 88-89 Des Voeux Road Central,
Central, Hong Kong
Tel: (852) 9086 7042

Q:     Should I send in my share certificates now?

A:     Yes. Ace shareholders who intend to have their ordinary shares redeemed, by electing to have those ordinary shares redeemed for cash on the proxy card, should send their certificates the business day before the Extraordinary General Meeting. Please see “Extraordinary General Meeting of Ace Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your ordinary shares for cash.

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Q:     When is the Business Combination expected to occur?

A:     Assuming the requisite shareholder approvals are received, Ace expects that the Business Combination will occur no later than February 1, 2022.

Q:     May I seek statutory appraisal rights or dissenter rights with respect to my shares?

A:     No. Appraisal rights are not available to holders of ACBA Shares in connection with the proposed Business Combination. For additional information, see the section entitled “Extraordinary General Meeting of Ace Shareholders — Appraisal Rights.

Q:     What happens if the Business Combination is not consummated?

A:     If Ace does not consummate a business combination by July 8, 2022 or January 8, 2023, if we extend the period of time to consummate a business combination, then pursuant to Article 25 of Ace’s Amended and Restated Memorandum and Articles of Association, Ace’s officers must take all actions necessary in accordance with the BVI Business Companies Act, 2004 (as the same may be amended and supplemented from time to time, the “Companies Law”) to wind up its affairs and voluntarily liquidate Ace as soon as reasonably practicable. Following liquidation and subsequent dissolution, Ace will no longer exist as a company. In any liquidation, the funds held in the Trust Account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets will be distributed pro-rata to holders of ACBA Shares who acquired such ordinary shares in Ace’s IPO or in the aftermarket. If a business combination is not effected by July 8, 2022, or January 8, 2023, if we extend the period of time to consummate a business combination, the ACBA Warrants will expire worthless. The estimated consideration that each ACBA Share would be paid at liquidation would be approximately $10.30 per share for shareholders based on amounts on deposit in the trust account as of [*], 2022. The closing price of ACBA Shares on the Nasdaq Stock Market as of [*], 2022 was $[*]. Ace’s initial shareholders waived the right to any liquidation distribution with respect to any ACBA Shares held by them.

Q:     What happens to the funds deposited in the Trust Account following the Business Combination?

A:     Following the closing of the Business Combination, funds in the trust account will be released to Ace. Holders of ACBA Shares exercising redemption rights will receive their per share redemption price. The balance of the funds will be utilized to fund the Business Combination. As of [*], 2022, there was approximately $[*] in Ace’s Trust Account. Approximately $[*] per outstanding share issued in Ace’s initial public offering will be paid to the public investors. Any funds remaining in the Trust Account after such uses will be used for future working capital and other corporate purposes of the combined entity.

Q:     What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A:     Ace public shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders.

The Share Exchange Agreement provides that the obligations of each party to consummate the Business Combination are conditioned on, among other things, that as of the closing of the Share Exchange Agreement, after giving effect to (A) the completion of any redemptions by Ace shareholders of all or a portion of their ordinary shares or units in accordance with Ace’s organizational documents; (B) the completion of any additional equity financing obtained by Ace prior to the closing of the Share Exchange Agreement; and (C) all available amounts in the trust account established by Ace in connection with the consummation of its IPO, Ace must have cash in an amount equal to or exceeding $15,000,000. If such condition is not met, and such condition is not or cannot be waived under the terms of the Share Exchange Agreement, then the Share Exchange Agreement could terminate and the proposed Business Combination may not be consummated.

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Q:     What conditions must be satisfied to complete the Business Combination?

A:     The closing of the Business Combination is subject to customary conditions, including, among others, that (i) the Ace shareholders shall have approved and adopted the Share Exchange Agreement and the consummation of the Business Combination; and (ii) as of the closing of the Share Exchange Agreement, after giving effect to (A) the completion of any redemptions by Ace shareholders of all or a portion of their ordinary shares or units in accordance with Ace’s organizational documents; (B) the completion of any additional equity financing obtained by Ace prior to the closing of the Share Exchange Agreement; and (C) all available amounts in the trust account established by Ace in connection with the consummation of its IPO, Ace must have cash in an amount equal to or exceeding $15,000,000.

Q:     When do you expect the Business Combination to be completed?

A:     It is currently expected that the Business Combination will be consummated by February 1, 2022. This date depends, among other things, on the approval of the proposals to be put to Ace shareholders at the Extraordinary General Meeting. However, such meeting could be adjourned if the Business Combination Adjournment is adopted at the Extraordinary General Meeting and Ace elects to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation and vote of proxies if reasonably determined to be necessary or desirable by Ace. For a description of the conditions for the completion of the Business Combination, see “The Business Combination Proposal.”

Q:     What do I need to do now?

A:     Ace urges you to read this proxy statement, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder. Ace’s shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card.

Q:     What happens if I sell my shares before the Extraordinary General Meeting?

A:     The record date for the Extraordinary General Meeting is earlier than the date of the Extraordinary General Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the record date, but before the Extraordinary General Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting but the transferee, and not you, will have the ability to redeem such shares (if time permits).

Q:     What should I do if I receive more than one set of voting materials?

A:     Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.

Q:     How will the Holding Foreign Companies Accountable Act (“HFCAA”), and related regulations affect the combined company upon completion of the Business Combination?

A:     Pursuant to the HFCAA, the SEC is required to propose rules to prohibit the securities of any registrant from being listed on any of the U.S. securities exchanges or traded “over the counter” if the PCAOB is unable to inspect the work of the accounting firm for three consecutive years. The Accelerating Holding Foreign Companies Accountable Act, which was passed by the U.S. Senate in June 2021, if enacted, would shorten the three-consecutive-year compliance period under the HFCAA to two consecutive years. Since the audit report of DDC for the year ended 31 December 2020 and 2019 included in this prospectus is prepared by an auditor who is located in China, a jurisdiction where the PCAOB has been unable to conduct inspections without the approval of the Chinese authorities due to various state secrecy laws and the revised Securities Law, the PCAOB currently does not have free access to inspect the work of DDC’s auditor. DDC’s auditor is also subject to the determinations announced by the PCAOB on December 16, 2021 which includes the conclusion by PCAOB that its ability to execute its statutory mandates as to inspections and investigations of registered firms headquartered in mainland China is impaired.

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Upon consummation of the Business Combination, DDC’s current auditor may become the auditor of the combined company. Even if the combined company were to engage a new audit firm, because the combined company will have substantial operations within the PRC and the PCAOB is currently unable to conduct full inspections of the work of audit firm as it relates to those operations without the approval of the Chinese authorities, the combined company’s auditor may not be inspected thoroughly by the PCAOB in the future. The inability of the PCAOB to conduct full inspections of auditors in China makes it more difficult to evaluate the effectiveness of the combined company’s auditors’ audit procedures and quality control procedures as compared to auditors who primarily work in jurisdictions where the PCAOB has full inspection access. As a result, investors may be deprived of the benefits of PCAOB inspections. In addition, the SEC may initiate proceedings against the combined company’s independent registered public accounting firm, which could result in the imposition of penalties against such accounting firm, such as suspension of its ability to practice before the SEC. If we are required to engage a new audit firm, we may incur significant expense and management time. All of these could cause our investors and potential investors in our securities to lose confidence in our audit procedures, reported financial information and the quality of our financial statements. The market price of our ordinary shares could be adversely affected. Further, if the PCAOB determines that it cannot inspect or investigate completely independent registered public accounting firm for a period of three consecutive years, the trading of our securities may be prohibited under the HFCAA and an exchange may determine to delist our securities. The delisting of our securities, or the threat of such securities being delisted, may materially and adversely affect the value of your investment.

Q:     Who can help answer my questions?

A:     If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus, any document incorporated by reference in this proxy statement/prospectus or the enclosed proxy card, you should contact:

Ace Global Business Acquisition Limited
6/F Unit B, Central 88, 88-89 Des Voeux Road Central,
Central, Hong Kong
Tel: (852) 9086 7042

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DELIVERY OF DOCUMENTS TO ACE shareholders

Pursuant to the rules of the Securities and Exchange Commission (the “SEC”), Ace and services that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of the proxy statement, unless Ace has received contrary instructions from one or more of such shareholders. Upon written or oral request, Ace will deliver a separate copy of the proxy statement to any shareholder at a shared address to which a single copy of the proxy statement was delivered and who wishes to receive separate copies in the future. Shareholders receiving multiple copies of the proxy statement may likewise request that Ace deliver single copies of the proxy statement in the future. Shareholders may notify Ace of their requests by contacting Ace as follows:

Ace Global Business Acquisition Limited
6/F Unit B, Central 88, 88-89 Des Voeux Road Central,
Central, Hong Kong
Tel: (852) 9086 7042

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SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information from this proxy statement but may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement, including the Merger Agreement attached as Annex A-1. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

The Parties

Ace Global Business Acquisition Limited

6/F Unit B, Central 88, 88-89 Des Voeux Road Central,

Central, Hong Kong

Attn: Eugene Wong, Chief Executive Officer

Telephone: (852) 9086 7042

Ace Global Business Acquisition Limited, or Ace, was incorporated as a blank check company on November 2, 2020, under the laws of the British Virgin Islands, for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target business.” Ace’s efforts to identify a prospective target business were not be limited to any particular industry or geographic location.

Ace completed its IPO on April 8, 2021 of 4,000,000 units, with each unit consisting of one ACBA Share, $0.001 par value per share and one redeemable ACBA Warrant. Simultaneous with the consummation of the IPO, we consummated the private placement of 280,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,800,000. The Private Placement Units were purchased by Ace’s Sponsor. The underwriters in the IPO exercised the over-allotment option in full and on April 9, 2021, the underwriters purchased 600,000 over-allotment option Units, which were sold at an offering price of $10.00 per Unit, generating gross proceeds of $6,000,000. On April 9, 2021, simultaneously with the sale of the over-allotment option units, the Company consummated the private sale of an additional 24,000 Private Units, generating gross proceeds of $240,000.

After deducting the underwriting discounts and commissions and the offering expenses, a total of $ 46,920,000 was deposited into a trust account established for the benefit of Ace’s public shareholders, and the remaining proceeds became available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses.

On March 28, 2022, Ace issued an unsecured promissory note to its Sponsor, in the amount of $455,400.00, which amount was deposited into the trust account to extend the available time to complete a business combination for an additional three (3) months period, from April 9, 2022 to July 8, 2022.

As of December 31, 2021, we have approximately $122,008 of unused net proceeds that were not deposited into the trust fund to pay future general and administrative expenses. The net proceeds deposited into the trust fund remain on deposit in the trust fund earning interest. None of the funds held in trust will be released from the trust account, other than interest income to pay any tax obligations, until the earlier of the completion of an initial business combination within the required time period or our entry into liquidation if Ace has not consummated a business combination by July 8, 2022 or by the latest January 8, 2023.

ACBA Units, ACBA Shares, and ACBA Warrants, are each quoted on the Nasdaq Stock Market, under the symbols “ACBAU,” “ACBA,” and “ACBAW” respectively. Each of ACBA Units consist of ordinary share, and one redeemable warrant. ACBA Units commenced trading on April 8, 2021. ACBA Shares, and ACBA Warrants commenced separate trading on May 21, 2021.

DDC Enterprise Limited

Room 3-6, 4/F, Hollywood Center

233 Hollywood Road

Sheung Wan, Hong Kong Attn: Ka Yin Norma Chu

Telephone: +852-28030688

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DDC Enterprise Limited is a Cayman Islands holding company and conducts its operations primarily in China through its wholly-owned or controlled subsidiaries and VIEs. It was founded in Hong Kong in 2012 by Ms. Norma Chu as an online platform which distributed food recipe and culinary content. Subsequently, DDC further expanded its business to provide advertising services to brands that wish to place advertisement on DDC’s platform or video content. In 2015, DDC entered the Mainland China market through the establishment of Shanghai DayDayCook Information Technology Co., Ltd.

Now, DDC is a leading content driven consumer brand offering easy, convenient ready-to-heat (“RTH”) and ready-to-cook (“RTC”) meal products while promoting healthier lifestyle choices to its predominately Millennial and Generation Z (“GenZ”) customer-base. DDC is also engaged in the provision of advertising services and the operation of experience stores to offer cooking classes. DDC’s omni-channel (online and offline) sales, end-to-end (“E2E”) product development and distribution strategy, and data analytics capabilities enables it to successfully identify, assess, and pivot to cater to changing consumer preferences and trends across multiple customer segments and price-points.

DDC has a network of direct-to-customer (“D2C”), retailer, and wholesaler sale options.

•        It leverages (i) large China-based E-commerce platforms e.g., Tmall, JD.com, Pinduoduo, (ii) leading livestreaming, video-sharing, content-marketing platforms e.g., ByteDance (TikTok and sister-app Douyin), Bilibili, Weibo, Little Red Book (红书), Kuaishou etc., and (iii) online-merged-offline (OmO) group-buy platforms e.g., Meituan-Dianping to drive online sales.

•        It has access to a network of offline Point-of-Sales (“POS”) through partnerships with (i) convenience stores (ii) multi-national retail corporations (iii) boutique supermarket chains and (iv) various corporate partnerships.

As of the third quarter (“Q3”) of 2021, DDC had 60 million active viewers, 11.3 million paid customers. Of the 60 million active viewers, around 85% are GenZ, 75% of customers are from non-tier 1 cities in China, and 62% are female. The average age of a viewer engaging with DDC’s products or marketplace is younger than 30. DDC also has a content library with more than 473,000 minutes of in-house created content.

For the six months ended 30 June 2021 (“H1 2021”), DDC achieved RMB 88.1 million (or USD 13.6 million) in revenue, which was a slight decrease of 2.0% when compared with the six months ended 30 June 2020 (“H1 2020”). Its focus has been on improving the overall cost structure of the business. As a result, for H1 2021, its gross profit margin was 21.6% versus 15.7% for H1 2020.

For H1 2021, DDC’s net losses were RMB346.11 million (or USD 53.61 million), which was an increase when compared with the net loss of RMB 53.20 million for H1 2020. The increase in net loss is mainly contributed by the extinguishment losses of RMB224.38 million attributed from the extinguishment of July 2019 convertible loans and 2020 convertible loans during the issuance of Series C-1 redeemable convertible preference shares, and a loss of RMB36.50 million was recognized from the excess of fair value of instruments granted over proceeds received during the issuance of Series C-1 redeemable convertible preference shares.

For H1 2021, DDC’s non-GAAP adjusted net losses were RMB 38.5 million (or USD 6.0 million), which was a slight decrease when compared with the adjusted net loss of RMB 38.6 million H1 2020.

For the year ended 31 December 2020, DDC achieved RMB 169.1 million (or USD 26.2 million) in revenue, which was an increase of 8.7% when compared with the year ended 31 December 2019.

Net loss decreased by 27% from RMB157.79 million for the year ended December 31, 2019 to RMB114.44 million (USD 17.73 million) for the year ended December 31, 2020. The decrease in net loss is mainly contributed by the decrease in sales and marketing expenses of RMB 32.84 million and decrease in product development expenses of RMB 11.69 million.

For the year ended 31 December 2020, DDC’s non-GAAP adjusted net losses were RMB 90.4 million (or USD 14.0 million), which was a 31% improvement when compared with the adjusted net loss of RMB 131.7 million for the six months ended 31 December 2019.

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DDC’s VIE Structure in China

The following diagram illustrates DDC’s corporate structure as of the date of this proxy statement. Unless otherwise indicated, equity interests depicted in this diagram are held 100%:

All subsidiaries of DDC are wholly-owned, except for (1) Chongqing DayDayCook E-commerce Co., Ltd, 49% equity interest of which is owned by Chongqing Mengwei Technology Co., Ltd., a PRC company and (2) Fujian Jinjiang Yunmao Electronic-Commerce Co., Ltd., 40% equity interest of which is owned by Zheng Dongfang.

DDC conducts part of its operations in China through contractual arrangements with two variable interest entities and their consolidated entities (namely, Shanghai Weishi Information Technology Co., Ltd., Shanghai City Modern Agriculture Development Co., Ltd., Shanghai City Vegetable Production and Distribution Co-op, Shanghai Jiapin Vegetable Planting Co-op, Shanghai Jiapin Ecological Agriculture Co-op) (collectively, the “VIEs”). Through such contractual arrangements, DDC, through its indirect wholly-owned PRC subsidiary Shanghai DayDayCook Information Technology Co., Ltd. (“SH DDC”), controls and receives the economic benefits of the VIEs without owning any direct equity interest in them. The entire equity interest in Shanghai Weishi Information Technology Co., Ltd., one of the VIEs, is owned by Wang Xiaoxiao. The equity interest in Shanghai City Modern Agriculture Development Co., Ltd., the other VIE, is owned as to 90% by Cui Yixiong and 10% by Wang Yike.

The contractual arrangements under the VIE structure are not designed to create any ownership over the VIEs. Neither DDC nor any of its subsidiaries has an equity ownership or direct foreign investment in, or control through such ownership or investment of, the VIEs. Consolidated VIEs are entities in which the Company’s PRC subsidiary SH DDC, through contractual arrangements, exercises effective control over the operating activities that most impact the economic performance, bears the risks of, and enjoys the rewards normally associated with ownership of the entity, and therefore SH DDC is the primary beneficiary of the VIEs and have, for accounting purposes, consolidated their financial results in DDC’s consolidated financial statements in accordance with U.S. GAAP. In this proxy statement, any description of control over the VIEs or benefits from the VIEs that accrue to DDC (or the combined company after the Business Combination) is made based on the assumption that DDC (or the combined company after the Business Combination) has met and will continue to meet all the conditions for consolidation under U.S. GAAP.

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DDC is in the process of terminating both its VIE arrangements with Weishi and City Modern.

The following tables present the Company’s condensed consolidating schedules depicting the consolidated statements of comprehensive loss for the fiscal years ended December 31, 2019 and 2020 and the six months ended June 30, 2020 and 2021 of the Company, its subsidiaries, the VIEs and the corresponding eliminating adjustments separately.

 

Six Months Ended June 30, 2021

   

The Company

 

Subsidiaries

 

VIEs

 

Elimination
adjustments

 

Consolidated

   

RMB

 

RMB

 

RMB

 

RMB

 

RMB

Total revenues

 

 

 

81,513,520

 

 

6,629,548

 

 

 

 

88,143,068

 

Gross profit

 

 

 

19,239,088

 

 

(262,360

)

 

 

 

18,976,728

 

Loss from operations

 

(3,215,076

)

 

(29,492,645

)

 

(8,537,965

)

 

 

 

(41,245,686

)

Share of loss of subsidiaries and consolidated VIEs

 

(37,265,762

)

 

 

 

 

 

37,265,762

(1)

 

 

Net loss

 

(346,106,761

)

 

(29,573,796

)

 

(7,691,966

)

 

37,265,762

 

 

(346,106,761

)

 

Year Ended December 31, 2020

   

The Company

 

Subsidiaries

 

VIEs

 

Elimination
adjustments

 

Consolidated

   

RMB

 

RMB

 

RMB

 

RMB

 

RMB

Total revenues

 

 

 

143,456,923

 

 

28,705,401

 

 

(3,022,131

)(2)

 

169,140,193

 

Gross profit

 

 

 

28,331,559

 

 

(493,460

)

 

 

 

27,838,099

 

Loss from operations

 

(1,408,680

)

 

(74,313,943

)

 

(21,022,305

)

 

 

 

(96,744,928

)

Share of loss of subsidiaries and consolidated VIEs

 

(90,443,232

)

 

 

 

 

 

90,443,232

(1)

 

 

Net loss

 

(114,443,790

)

 

(74,654,759

)

 

(15,788,473

)

 

90,443,232

 

 

(114,443,790

)

 

Six Months Ended June 30, 2020

   

The Company

 

Subsidiaries

 

VIEs

 

Elimination
adjustments

 

Consolidated

   

RMB

 

RMB

 

RMB

 

RMB

 

RMB

Total revenues

 

 

 

80,505,822

 

 

12,116,016

 

 

(2,638,812

)(2)

 

89,983,026

 

Gross profit

 

 

 

13,564,201

 

 

542,735

 

 

 

 

14,106,936

 

Loss from operations

 

(654,973

)

 

(23,534,655

)

 

(17,830,196

)

 

 

 

(42,019,824

)

Share of loss of subsidiaries and consolidated VIEs

 

(40,873,837

)

 

(49,569,395

)

 

 

 

90,443,232

(1)

 

 

Net loss

 

(53,195,758

)

 

(73,639,704

)

 

(16,803,528

)

 

90,443,232

 

 

(53,195,758

)

 

Year Ended December 31, 2019

   

The Company

 

Subsidiaries

 

VIEs

 

Elimination
adjustments

 

Consolidated

   

RMB

 

RMB

 

RMB

 

RMB

 

RMB

Total revenues

 

 

 

118,070,603

 

 

42,838,993

 

 

(5,268,164

)(2)

 

155,641,432

 

Gross profit

 

 

 

24,676,507

 

 

5,853,208

 

 

 

 

30,529,715

 

Loss from operations

 

(1,837,282

)

 

(116,694,799

)

 

(22,543,624

)

 

 

 

(141,075,705

)

Share of loss of subsidiaries and consolidated VIEs

 

(134,821,150

)

 

 

 

 

 

134,821,150

(1)

 

 

Net loss

 

(157,790,739

)

 

(116,366,378

)

 

(18,454,772

)

 

134,821,150

 

 

(157,790,739

)

____________

(1)      To eliminate the Company’s share of loss of its subsidiaries and consolidated VIEs.

(2)      To eliminate the related party transactions between subsidiaries of the Company and consolidated VIEs

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The following tables present the Company’s condensed consolidating schedules depicting the consolidated balance sheets as of December 31, 2019 and 2020, and June 30, 2021 of the Company, its subsidiaries, the VIEs and corresponding eliminating adjustments separately.

 

June 30, 2021

   

The Company

 

Subsidiaries

 

VIEs

 

Elimination
adjustments

 

Consolidated

   

RMB

 

RMB

 

RMB

 

RMB

 

RMB

ASSETS

   

 

       

 

   

 

   

 

Current assets

   

 

       

 

   

 

   

 

Cash and cash equivalents

 

515,215

 

 

3,662,955

 

267,449

 

 

 

 

4,445,619

 

Restricted cash

 

 

 

32,946,996

 

 

 

 

 

32,946,996

 

Short-term investment

 

68,987,256

 

 

 

 

 

 

 

68,987,256

 

Amounts due from related parties

 

 

 

140,127,342

 

82,528,483

 

 

(222,655,825

)(1)

 

 

Other current assets

 

5,148,529

 

 

35,952,750

 

9,861,117

 

 

(1,000,000

)(2)

 

49,962,396

 

Total current assets

 

74,651,000

 

 

212,690,043

 

92,657,049

 

 

(223,655,825

)

 

156,342,267

 

Non-current assets

   

 

       

 

   

 

   

 

Long-term investment

 

 

 

 

2,460,000

 

 

 

 

2,460,000

 

Other non-current assets

 

 

 

27,595,392

 

4,316,571

 

 

 

 

31,911,963

 

Total non-current assets

 

 

 

27,595,392

 

6,776,571

 

 

 

 

34,371,963

 

Total assets

 

74,651,000

 

 

240,285,435

 

99,433,620

 

 

(223,655,825

)

 

190,714,230

 

     

 

       

 

   

 

   

 

LIABILITIES

   

 

       

 

   

 

   

 

Current liabilities

   

 

       

 

   

 

   

 

Share of losses in excess of investments in subsidiaries and VIEs

 

30,101,395

 

 

 

 

 

(30,101,395

)(3)

 

 

Amounts due to related parties

 

 

 

83,293,633

 

140,127,342

 

 

(222,655,825

)(1)

 

765,150

 

Other current liabilities

 

64,934,403

 

 

107,548,010

 

27,894,268

 

 

 

 

200,376,681

 

Total current liabilities

 

95,035,798

 

 

190,841,643

 

168,021,610

 

 

(252,757,220

)

 

201,141,831

 

Non-current liabilities

 

211,702,814

 

 

6,200,782

 

 

 

 

 

217,903,596

 

Total liabilities

 

306,738,612

 

 

197,042,425

 

168,021,610

 

 

(252,757,220

)

 

419,045,427

 

     

 

       

 

   

 

   

 

Mezzanine equity

 

663,700,557

 

 

 

 

   

 

 

663,700,557

 

     

 

       

 

   

 

   

 

Total shareholders’ deficit

 

(895,788,169

)

 

43,243,010

 

(68,587,990

)

 

29,101,395

(2),(3)

 

(892,031,754

)

Total liabilities, mezzanine equity and shareholders’ deficit

 

74,651,000

 

 

240,285,435

 

99,433,620

 

 

(223,655,825

)

 

190,714,230

 

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December 31, 2020

   

The Company

 

Subsidiaries

 

VIEs

 

Elimination
adjustments

 

Consolidated

   

RMB

 

RMB

 

RMB

 

RMB

 

RMB

ASSETS

   

 

       

 

   

 

   

 

Current assets

   

 

       

 

   

 

   

 

Cash and cash equivalents

 

17,935,908

 

 

6,298,849

 

232,893

 

 

 

 

24,467,650

 

Restricted cash

 

 

 

34,155,877

 

 

 

 

 

34,155,877

 

Amounts due from related
parties

 

 

 

136,563,934

 

83,783,983

 

 

(220,347,917

)(1)

 

 

Other current assets

 

102,054

 

 

31,365,218

 

8,634,400

 

 

(1,000,000

)(2)

 

39,101,672

 

Total current assets

 

18,037,962

 

 

208,383,878

 

92,651,276

 

 

(221,347,917)

 

 

97,725,199

 

Non-current assets

   

 

       

 

   

 

   

 

Long-term investment

 

 

 

 

2,460,000

 

 

 

 

2,460,000

 

Other non-current assets

 

 

 

25,879,509

 

4,755,919