F-1/A: Jiade Limited Files Amendment No. 1 to Form F-1 for Proposed IPO

Jiade Limited has filed Amendment No. 1 to its Form F-1 registration statement with the SEC for its proposed initial public offering of 2,200,000 ordinary shares.

Summary

• Jiade Limited, a Cayman Islands exempted company, has filed Amendment No. 1 to its Form F-1 registration statement for an initial public offering.
• The company proposes to offer 2,200,000 ordinary shares to the underwriters.
• The expected initial public offering price is between US$4.00 and US$5.00 per share.
• The company has applied to list its Ordinary Shares on the Nasdaq Capital Market under the symbol JDZG, but approval is not yet final.
• The offering is contingent upon Nasdaq's final approval of the listing application.
• Jiade Limited conducts its operations through its PRC subsidiaries, which involves unique risks to investors.
• The company has filed with the CSRC in connection with this offering and listing pursuant to the Trial Measures, and the CSRC approved the filings submitted by our PRC subsidiaries on January 2, 2024.
• The company's auditor, ZH CPA, LLC, is headquartered in Denver, Colorado, and has been inspected by the PCAOB on a regular basis, with the last inspection in February 2023.

Sentiment

Score: 6

Explanation: The document presents a balanced view, highlighting both opportunities and risks associated with the company and its operating environment. The sentiment is neutral, reflecting an objective assessment.

Positives

• The company has received CSRC approval for the offering and listing pursuant to the Trial Measures.
• The company's auditor, ZH CPA, LLC, is PCAOB inspected.

Negatives

• The company conducts its operations through PRC subsidiaries, which presents specific risks related to Chinese regulatory oversight.
• The offering is contingent upon Nasdaq's final approval of the listing application.
• Holders of the company's Ordinary Shares do not directly own any equity interests in its PRC subsidiaries.

Risks

• Chinese regulatory authorities could disallow the company's corporate structure, which would likely result in a material change in its operations and/or a material change in the value of its Ordinary Shares.
• The company is subject to certain legal and operational risks associated with the business operations of its PRC subsidiaries being based in China, which could cause the value of its securities to significantly decline or become worthless.
• The Standing Committee of the National Peoples Congress (the SCNPC), the CSRC, the CAC, or other PRC regulatory authorities may in the future promulgate additional laws, regulations, or implementing rules that require the company and its subsidiaries to obtain regulatory approval from Chinese authorities before listing or offering of its securities in the U.S or operating its business.
• The company's Ordinary Shares may be prohibited from trading on a national exchange under the Holding Foreign Companies Accountable Act (the HFCA Act) if the Public Company Accounting Oversight Board (United States) (the PCAOB) is unable to inspect its auditors for two consecutive years, as amended, beginning in 2022.

Future Outlook

The company intends to use the proceeds from this offering to expand sales and operation teams and enhance marketing efforts, acquire vocational education and training institutions authorized by the PRC government and establish 8 to 10 examination centers, and invest in technology research and development, and for working capital and other general corporate purposes.

Industry Context

The document references regulatory actions and statements by the PRC government to regulate business operations in China, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.

Stakeholder Impact

• Shareholders face risks related to the company's corporate structure and operations in China.
• The company's ability to pay dividends is subject to PRC regulations on currency conversion.
• The company's management has significant discretion in the use of proceeds from the offering.

Next Steps

• The company needs to obtain final approval for listing on the Nasdaq Capital Market.
• The underwriters will deliver the Ordinary Shares against payment in U.S. dollars in New York, New York on or about [], 2024.

Key Dates

Keywords

initial public offering, ordinary shares, PRC subsidiaries, CSRC approval, Nasdaq, Jiade Limited, HFCA Act, PCAOB, listing