F-1/A: Jiade Limited Files Amendment No. 3 to Form F-1 for Initial Public Offering

Sentiment:

Amendment to Registration Statement 11 March 2024 1:11 PM

Jiade Limited files an amendment to its registration statement for an IPO of 2,200,000 ordinary shares, with a resale prospectus for the same amount, while addressing regulatory compliance in China and PCAOB audit requirements.

Capital raiseThis is an initial public offering of 2,200,000 ordinary shares.We expect the initial public offering price to be in the range of US$4.00 to US$5.00 per Ordinary Share.We have granted the underwriters an option for a period of 60 days from the day that the registration statement of which this prospectus forms a part is declared effective by the SEC, to purchase up to 15% of the total number of the Ordinary Shares to be offered by us pursuant to this offering, solely for the purpose of covering over-allotments, if any, at the public offering price less the underwriting discounts.

Summary

Jiade Limited, a Cayman Islands exempted company, has filed Amendment No. 3 to its Form F-1 registration statement.
The filing includes a prospectus for an initial public offering of 2,200,000 ordinary shares and a resale prospectus for an additional 2,200,000 ordinary shares by a selling shareholder.
The company expects the IPO price to be between US$4.00 and US$5.00 per share and has applied to list its Ordinary Shares on the Nasdaq Capital Market under the symbol JDZG.
The closing of the offering is conditioned upon Nasdaq's final approval of the listing application.
The company conducts its operations through its PRC subsidiaries, which involves legal and operational risks associated with doing business in China.
The company's PRC subsidiaries filed with the CSRC in connection with this offering and listing pursuant to the Trial Measures, and the CSRC approved the filings 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.
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.

Sentiment

Score: 6

Explanation: The document presents both positive aspects (revenue growth, CSRC approval, PCAOB inspection) and negative aspects (regulatory risks, dependence on PRC operations). The sentiment is neutral to slightly positive.

Positives

The company has obtained CSRC approval for the offering.
The company's auditor has been inspected by the PCAOB.
The company has growth strategies including expanding into new markets, diversifying offerings, and pursuing strategic acquisitions.

Negatives

The company's operations are subject to regulatory risks in China.
The company is dependent on receipt of funds from its Hong Kong subsidiaries, which are dependent on receipt of funds from its PRC subsidiaries.
The company has not made adequate social insurance and housing fund contributions for all employees as required by PRC regulations, which may subject them to penalties.

Risks

Chinese regulatory authorities could disallow the company's corporate structure.
The company is subject to legal and operational risks associated with its PRC subsidiaries being based in China.
The company may be prohibited from trading on a national exchange under the HFCA Act if the PCAOB is unable to inspect its auditors.
Governmental control of currency conversion may affect the value of your investment and our payment of dividends.

Future Outlook

The company intends to expand its business into new markets, diversify its offerings, invest in technology research and development, and pursue strategic acquisitions.

Industry Context

The document relates to the adult education industry in China, which is subject to evolving regulations and increasing competition.

Stakeholder Impact

Shareholders face risks related to regulatory changes in China and potential delisting under the HFCA Act.
Shareholders may experience dilution from the offering.
The company's ability to pay dividends is subject to restrictions on currency conversion in China.

Next Steps

Obtain final approval for listing on Nasdaq.
Complete the initial public offering.
Execute growth strategies, including expansion, diversification, and acquisitions.

Key Dates

Date	Description
April 5, 2012	Date after which new or revised financial accounting standards require assessment for emerging growth companies.
December 28, 2021	Date of issuance of Cybersecurity Review Measures in China.
February 15, 2022	Effective date of Cybersecurity Review Measures in China.
February 17, 2023	Date of promulgation of Trial Measures of Overseas Securities Offering and Listing by Domestic Companies by the CSRC.
March 31, 2023	Effective date of Trial Measures of Overseas Securities Offering and Listing by Domestic Companies.
August 8, 2023	PRC subsidiaries filed with the CSRC in connection with this offering and listing pursuant to the Trial Measures.
September 22, 2023	PRC subsidiaries submitted supplemental documents and information in response to comments they received from the CSRC.
January 2, 2024	The CSRC approved the filings submitted by our PRC subsidiaries.
March 11, 2024	Date of preliminary prospectus.
[] 2024	Expected date of prospectus.

Keywords

IPO, initial public offering, ordinary shares, Jiade Limited, CSRC, PCAOB, China, Nasdaq, JDZG, resale prospectus, emerging growth company, HFCA Act

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