《理臣集团(LICN)美股IPO招股说明书(更新版)(207页).pdf》由会员分享,可在线阅读,更多相关《理臣集团(LICN)美股IPO招股说明书(更新版)(207页).pdf(207页珍藏版)》请在三个皮匠报告上搜索。
1、2022/12/13https:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htmhttps:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htm1/207F-1/A 1 ea168850-f1a5_lichenchina.htm AMENDMENT NO.5 TO FORM F-1As filed with the U.S.Securitie
2、s and Exchange Commission on November 17,2022.Registration No. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 AMENDMENT NO.5TO FORM F-1 REGISTRATION STATEMENT UNDERTHE SECURITIES ACT OF 1933 Lichen China Limited(Exact name of registrant as specified in its charter)Not
3、Applicable(Translation of Registrants Name into English)Cayman Islands 8742 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)B2306,Block BTower 3,Jinjiang Wanda Plaza Commercial Comp
4、lex888 Century AvenueMeiling Street,JinjiangFujian ProvincePeoples Republic of China 362000+86-59585633335(Address,including zip code,and telephone number,including area code,of principal executive offices)Cogency Global Inc.122 E 42nd St.,18th FloorNew York,NY 10168(212)947-7200(Name,address,includ
5、ing zip code,and telephonenumber,including area code,of agent for service)Copies to:William S.Rosenstadt,Esq.Ying Li,Esq.Mengyi“Jason”Ye,Esq.Guillaume de Sampigny,Esq.Yarona L.Yieh,Esq.Lisa Forcht,Esq.Ortoli Rosenstadt LLP Hunter Taubman Fischer&Li LLC 366 Madison Avenue,3rd Floor 48 Wall Street,Sui
6、te 1100 New York,NY 10017 New York,NY 10005212-588-0022 telephone 212-530-2206-telephone Approximate date of commencement of proposed sale to public:As soon as practicable after the effective date of this Registration Statement.If any securities being registered on this Form are to be offered on a d
7、elayed or continuous basis pursuant to Rule 415 under the SecuritiesAct,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following boxand list the Securities Act registration statement number of
8、the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the
9、 same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the re
10、gistrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company 2022/12/13https:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htmhttps:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5
11、_lichenchina.htm2/207If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant t
12、oSection 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to itsAccounting Standards Codification after April 5,2012.The Registrant hereby amends this registration statement on such date or d
13、ates as may be necessary to delay its effective date until theregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective inaccordance with Section 8(a)of the Securities Act of 1933 or until the registration statement shall b
14、ecome effective on such date as theCommission,acting pursuant to said Section 8(a),may determine.2022/12/13https:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htmhttps:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htm3/2
15、07 The information in this prospectus is not complete and may be changed.We will not sell these securities until the registration statement filed with theSecurities and Exchange Commission is effective.This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy
16、thesesecurities in any state where the offer or sale is not permitted.PRELIMINARY PROSPECTUSSUBJECT TO COMPLETION,DATED NOVEMBER 17,2022 Lichen China Limited 6,250,000 Class A Ordinary Shares This is an initial public offering of our Class A ordinary shares,par value$0.00004(the“Class A Ordinary Sha
17、res”).Prior to this offering,there has been no public market for our Class A Ordinary Shares.We expect the offering price to be$4.00 per Class A Ordinary Share(the“OfferingPrice”).We have applied to list our Class A Ordinary Shares on the Nasdaq Capital Market under the symbol“LICN”.The closing of t
18、his offering isconditioned upon Nasdaqs final approval of our listing application,and there is no guarantee or assurance that our Class A Ordinary Shares will beapproved for listing on Nasdaq.Throughout this prospectus,unless the context indicates otherwise,references to“Lichen China”,“Lichen China
19、Limited”,“we,”“us,”the“Company,”“our company”refer to Lichen China Limited,a holding company.References to“Subsidiaries”or“PRC subsidiaries”refer to the LichenChina Limiteds subsidiaries established under the laws of the Peoples Republic of China.References to“Group”are to Lichen China Limited and i
20、tsconsolidated subsidiaries collectively.Lichen China Limiteds issued share capital is a dual class structure consisting of Class A Ordinary Shares and Class B Ordinary Shares.Holders of Class A Ordinary Shares and Class B Ordinary Shares shall vote together as one class on all resolutions of the sh
21、areholders and have thesame rights except each Class A Ordinary Share shall entitle its holder to one(1)vote and each Class B Ordinary Share shall entitle its holder to ten(10)votes.Each Class B Ordinary Share is convertible into one(1)Class A Ordinary Share at any time at the option of the holder t
22、hereof but Class AOrdinary Shares are not convertible into Class B Ordinary Shares.Lichen China Limited is,and will continue to be,a“controlled company”within the meaning of the Nasdaq Stock Market Rules,due to thefact Mr.Ya Li,the Chairman of our Board of Directors and our Chief Executive Officer,o
23、wns Class B Ordinary Shares representing approximately86.96%of the total voting power of our issued and outstanding Ordinary Shares.In addition,as a“controlled company,”as defined under the NasdaqStock Market Rules,Lichen China Limited is permitted to elect to rely on certain exemptions from corpora
24、te governance rules.Lichen China Limiteddoes not plan to rely on these exemptions,but may elect to do so after completing this offering.Lichen China Limited is a Cayman Islands holding company and is not a Chinese operating company.As a holding company with nomaterial operations of its own,it conduc
25、ts all of its operations and operates its business in China through its PRC subsidiaries,in particular,Fujian Province Lichen Management and Consulting Company Limited,or Lichen Zixun,and its subsidiary,Xiamen City Legend EducationServices Company Limited,or Lichen Education.Because of our corporate
26、 structure as a Cayman Islands holding company with operationsconducted by our PRC subsidiaries,it involves unique risks to investors.Furthermore,Chinese regulatory authorities could change the rulesand regulations regarding foreign ownership in the industry in which the company operates,which would
27、 likely result in a material change inour operations and/or a material change in the value of the securities we are registering for sale,including that it could cause the value of suchsecurities to significantly decline or become worthless.Investors in our Class A Ordinary Shares should be aware tha
28、t they do not directlyhold equity interests in the Chinese operating entities,but rather are purchasing equity solely in Lichen China Limited,our Cayman Islandsholding company,which indirectly owns 100%equity interests in the Chinese subsidiaries.Our Class A Ordinary Shares offered in thisoffering a
29、re shares of our Cayman Islands holding company instead of shares of our subsidiaries in China.See“Risk Factors Risks Relatedto Doing Business in China The Chinese government exerts substantial influence over the manner in which we must conduct our businessactivities,which could result in a material
30、 change in our operations and/or the value of our Ordinary Shares.The Chinese government mayintervene or influence our operations at any time,which could result in a material change in our operations and the value of our Class AOrdinary Shares.Additionally,the governmental and regulatory interferenc
31、e could significantly limit or completely hinder our ability to offeror continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless”on page 37.This is an offering of the Class A Ordinary Shares of the Cayman Islands holding company.You ma
32、y never hold equity interests inthe operating PRC subsidiaries.Further,Lichen China Limited controls and receives the economic benefits of its PRC subsidiaries businessoperation,if any,through equity ownership.We do not use a Variable Interest Entity(“VIE”)structure.2022/12/13https:/www.sec.gov/Arch
33、ives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htmhttps:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htm4/207 Because our operations are primarily located in the PRC through our subsidiaries,we are subject to certain legal and operationa
34、lrisks associated with our operations in China,including changes in the legal,political and economic policies of the Chinese government,therelations between China and the United States,or Chinese or United States regulations may materially and adversely affect our business,financial condition and re
35、sults of operations.PRC laws and regulations governing our current business operations are sometimes vague anduncertain,and therefore,these risks may result in a material change in our operations and the value of our Class A Ordinary Shares,or couldsignificantly limit or completely hinder our abilit
36、y to offer or continue to offer our securities to investors and cause the value of such securitiesto significantly decline or be worthless.Recently,the PRC government initiated a series of regulatory actions and statements to regulatebusiness operations in China with little advance notice,including
37、cracking down on illegal activities in the securities market,adopting newmeasures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.As confirmed by our PRCcounsel,Tianyuan Law Firm,we are not subject to cybersecurity review with the Cyberspace Admini
38、stration of China,or the“CAC,”afterthe Cybersecurity Review Measures became effective on February 15,2022,since we currently do not have over one million users personalinformation and do not anticipate that we will be collecting over one million users personal information in the foreseeable future,w
39、hich weunderstand might otherwise subject us to the Cybersecurity Review Measures;we are also not subject to network data security review by theCAC if the Draft Regulations on the Network Data Security Administration are enacted as proposed,since we currently do not have over onemillion users person
40、al information and do not collect data that affects or may affect national security and we do not anticipate that we will becollecting over one million users personal information or data that affects or may affect national security in the foreseeable future,which weunderstand might otherwise subject
41、 us to the Network Data Security Administration Draft.See“Risk Factors Risks Related to DoingBusiness in China The Chinese government exerts substantial influence over the manner in which we must conduct our business activities,which could result in a material change in our operations and/or the val
42、ue of our Ordinary Shares.The Chinese government may intervene orinfluence our operations at any time,which could result in a material change in our operations and the value of our Class A Ordinary Shares.Additionally,the governmental and regulatory interference could significantly limit or complete
43、ly hinder our ability to offer or continue tooffer securities to investors and cause the value of such securities to significantly decline or be worthless”on page 37.As advised by our PRCcounsel,Tianyuan Law Firm,no relevant laws or regulations in the PRC explicitly require us to seek approval from
44、the China SecuritiesRegulatory Commission for our overseas listing plan.As of the date of this prospectus,we and our PRC subsidiaries have not received anyinquiry,notice,warning,or sanctions regarding our planned overseas listing from the China Securities Regulatory Commission or any otherPRC govern
45、mental authorities.However,since these statements and regulatory actions by the PRC government are newly published andofficial guidance and related implementation rules have not been issued,it is highly uncertain how soon legislative or administrativeregulation making bodies will respond and what ex
46、isting or new laws or regulations or detailed implementations and interpretations will bemodified or promulgated,if any,and the potential impact such modified or new laws and regulations will have on our daily businessoperation,the ability to accept foreign investments and list on an U.S.or other fo
47、reign exchange.The Standing Committee of the NationalPeoples Congress,or the SCNPC,or other PRC regulatory authorities may in the future promulgate laws,regulations or implementing rulesthat requires our company or any of our subsidiaries to obtain regulatory approval from Chinese authorities before
48、 offering in the U.S.Inother words,although the Company is currently not required to obtain permission or approval from any of the PRC federal or localgovernment to obtain such permission and has not received any denial to list on the U.S.exchange,our operations could be adversely affected,directly
49、or indirectly;our ability to offer,or continue to offer,securities to investors would be potentially hindered and the value of oursecurities might significantly decline or be worthless,by existing or future laws and regulations relating to its business or industry or byintervene or interruption by P
50、RC governmental authorities,if we or our subsidiaries(i)do not receive or maintain such permissions orapprovals,(ii)inadvertently conclude that such permissions or approvals are not required,(iii)applicable laws,regulations,or interpretationschange and we are required to obtain such permissions or a
51、pprovals in the future,or(iv)any intervention or interruption by PRCgovernmental with little advance notice.Pursuant to the Holding Foreign Companies Accountable Act,or the HFCAA,if the Public Company Accounting Oversight Board,or thePCAOB,is unable to inspect an issuers auditors for three consecuti
52、ve years,the issuers securities are prohibited to trade on a U.S.stock exchange.The PCAOB issued a Determination Report on December 16,2021 which found that the PCAOB is unable to inspect or investigate completelyregistered public accounting firms headquartered in:(1)mainland China of the Peoples Re
53、public of China because of a position taken by one or moreauthorities in mainland China;and(2)Hong Kong,a Special Administrative Region and dependency of the PRC,because of a position taken by one ormore authorities in Hong Kong.Furthermore,the PCAOBs report identified the specific registered public
54、 accounting firms which are subject to thesedeterminations.On June 22,2021,United States Senate has passed the Accelerating Holding Foreign Companies Accountable Act,which,if enacted,would decrease the number of“non-inspection years”from three years to two years,and thus,would reduce the time before
55、 our securities may beprohibited from trading or delisted if the PCAOB determines that it cannot inspect or investigate completely our auditor.On August 26,2022,the PCAOB announced that it had signed a Statement of Protocol(the“SOP”)with the China Securities RegulatoryCommission and the Ministry of
56、Finance of China.The SOP,together with two protocol agreements governing inspections and investigations(together,the“SOP Agreement”),establishes a specific,accountable framework to make possible complete inspections and investigations bythe PCAOB of audit firms based in mainland China and Hong Kong,
57、as required under U.S.law.The SOP Agreement remains unpublished and issubject to further explanation and implementation.Pursuant to the fact sheet with respect to the SOP Agreement disclosed by the SEC,the PCAOBshall have sole discretion to select any audit firms for inspection or investigation and
58、the PCAOB inspectors and investigators shall have a right to seeall audit documentation without redaction.According to the PCAOB,its December 2021 determinations under the HFCAA remain in effect.The PCAOB is required to reassess these determinations by the end of 2022.Under the PCAOBs rules,a reasse
59、ssment of a determination under theHFCAA may result in the PCAOB reaffirming,modifying or vacating the determination.However,if the PCAOB continues to be prohibited fromconducting complete inspections and investigations of PCAOB-registered public accounting firms in mainland China and Hong Kong,the
60、PCAOB islikely to determine by the end of 2022 that positions taken by authorities in the PRC obstructed its ability to inspect and investigate registered publicaccounting firms in mainland China and Hong Kong completely,then the companies audited by those registered public accounting firms would be
61、subject to a trading prohibition on U.S.markets pursuant to the HFCAA.2022/12/13https:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htmhttps:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htm5/207 As of the date of the pr
62、ospectus,our auditors,Briggs&Veselka Co.for the fiscal year ended December 31,2020 and TPS Thayer,LLC(“TPSThayer”)for the fiscal year ended December 31,2021,are not subject to the determinations as to inability to inspect or investigate completely asannounced by the PCAOB on December 16,2021 as they
63、 are not on the list published by the PCAOB.The Companys auditors are both based in theU.S.and registered with PCAOB and subject to PCAOB inspection,however,recently developments with respect to audits of China-based companies,create uncertainty about the ability of our auditors,to fully cooperate w
64、ith the PCAOBs request for audit workpapers without the approval of theChinese authorities.In the event it is later determined that the PCAOB is unable to inspect or investigate completely the Companys auditors becauseof a position taken by an authority in a foreign jurisdiction,then such lack of in
65、spection could cause trading in the Companys securities to beprohibited under the HFCAA,and ultimately result in a determination by a securities exchange to delist the Companys securities.The delisting of ourClass A Ordinary Shares,or the threat of their being delisted,may materially and adversely a
66、ffect the value of your investment,even making itworthless.See“Risk Factors Risks Related to Doing Business in China The recent joint statement by the SEC and PCAOB,proposed rulechanges submitted by Nasdaq,and the Holding Foreign Companies Accountable Act all call for additional and more stringent c
67、riteria to be applied toemerging market companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.These developments could add uncertainties to our offering”on page 47.We currently have not maintained any cash management policies
68、that dictate the purpose,amount and procedure of cash transfers between theCompany,our subsidiaries,or investors.Rather,the funds can be transferred in accordance with the applicable PRC laws and regulations.To the extentcash or assets in the business is in the PRC or Hong Kong or a PRC or Hong Kong
69、 entity,the funds or assets may not be available to fund operations orfor other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or oursubsidiaries by the PRC government to transfer cash or assets.See“Risk Factors-Risk
70、s Related to Doing Business in China-To the extent cash orassets in the business is in the PRC or Hong Kong or a PRC or Hong Kong entity,the funds or assets may not be available to fund operations or forother use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictio
71、ns and limitations on the ability of us or oursubsidiaries by the PRC government to transfer cash or assets.”Under existing PRC foreign exchange regulations,payment of current account items,such as profit distributions and trade and service-relatedforeign exchange transactions,can be made in foreign
72、 currencies without prior approval from the State Administration of Foreign Exchange,or theSAFE,by complying with certain procedural requirements.Therefore,our PRC subsidiaries are able to pay dividends in foreign currencies to uswithout prior approval from SAFE,subject to the condition that the rem
73、ittance of such dividends outside of the PRC complies with certain proceduresunder PRC foreign exchange regulations,such as the overseas investment registrations by our shareholders or the ultimate shareholders of ourcorporate shareholders who are PRC residents.Approval from,or registration with,app
74、ropriate government authorities is,however,required where theRMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreigncurrencies.The PRC government may also at its discretion restrict access in the future to f
75、oreign currencies for current account transactions.CurrentPRC regulations permit our PRC subsidiaries to pay dividends to the Company only out of their accumulated profits,if any,determined in accordancewith Chinese accounting standards and regulations.As of the date of this prospectus,there are no
76、restrictions or limitations imposed by the Hong Konggovernment on the transfer of capital within,into and out of Hong Kong(including funds from Hong Kong to the PRC),except for transfer of fundsinvolving money laundering and criminal activities.Cayman Islands law prescribes that a company may only p
77、ay dividends out of its profits.Otherthan that,there is no restrictions on Lichen China Limiteds ability to transfer cash to investors.See“Prospectus Summary Transfers of Cash to andfrom Our Subsidiaries,”“Prospectus Summary Summary of Risk Factors,”and“Risk Factors-Risks Related to Doing Business i
78、n China-To theextent cash or assets in the business is in the PRC or Hong Kong or a PRC or Hong Kong entity,the funds or assets may not be available to fundoperations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations on the abi
79、lity of usor our subsidiaries by the PRC government to transfer cash or assets,”“Risk Factors-Risks Related to Doing Business in China-We rely on dividendsand other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have,and any limitation on thea
80、bility of our PRC subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business,”and“Risk Factors-Risks Related to Doing Business in China-Our PRC subsidiaries are subject to restrictions on paying dividends or making other payments to us,which may h
81、ave a material adverse effect on our ability to conduct our business.”As a holding company,we may rely on dividends and other distributions on equity paid by our subsidiaries,including those based in the PRC,for our cash and financing requirements.If any of our PRC subsidiaries incurs debt on its ow
82、n behalf in the future,the instruments governing such debtmay restrict their ability to pay dividends to us.Lichen China Limited is permitted under the laws of the Cayman Islands to provide funding to oursubsidiaries incorporated in the British Virgin Islands and Hong Kong through loans or capital c
83、ontributions without restrictions on the amount of thefunds.Our subsidiaries are permitted under the respective laws of the British Virgin Islands and Hong Kong to provide funding to Lichen ChinaLimited through dividend distribution without restrictions on the amount of the funds.There are no restri
84、ctions on dividend transfers from HK to BVIand BVI to the Cayman Islands.Current PRC regulations permit Lichen Wholly Foreign Owned Enterprise(“WFOE”)to pay dividends to theCompany only out of its accumulated profits,if any,determined in accordance with Chinese accounting standards and regulations.T
85、he transfer offunds among companies are subject to the Provisions of the Supreme Peoples Court on Several Issues Concerning the Application of Law in the Trialof Private Lending Cases(2020 Revision,the“Provisions on Private Lending Cases”),which was implemented on August 20,2020 to regulate thefinan
86、cing activities between natural persons,legal persons and unincorporated organizations.As advised by our PRC counsel,Tianyuan Law Firm,theProvisions on Private Lending Cases does not prohibit using cash generated from one subsidiary to fund another subsidiarys operations.We have notbeen notified of
87、any other restriction which could limit our PRC subsidiaries ability to transfer cash between PRC subsidiaries.During the fiscal yearsended December 31,2020,Lichen Zixun made dividend payments of RMB30 million(approximately$4.3 million)to the then ultimate shareholders ofLichen Zixun,who are PRC ind
88、ividuals.The Company made no such dividend,distribution or transfer during the fiscal year ended December 31,2021.As of the date of this prospectus,except for the previously mentioned dividend payments in fiscal year 2020,neither the Company nor itssubsidiaries have made other transfers,dividends,or
89、 distributions to investors and no investors have made transfers,dividends,or distributions to theCompany or its subsidiaries.As of the date of this prospectus,no dividends,distributions or transfers has been made between Lichen China Limitedand any of its subsidiaries.We do not expect to pay any ca
90、sh dividends in the foreseeable future.Also,as of the date of this prospectus,no cashgenerated from one subsidiary is used to fund another subsidiarys operations and we do not anticipate any difficulties or limitations on our ability totransfer cash between subsidiaries.See“Prospectus Summary Transf
91、ers of Cash to and from Our Subsidiaries,”on page 18,“Prospectus Summary Summary of Financial Position and Cash Flows of Lichen China Limited”on page 22,and“Consolidated Financial Statements”starting from page F-1.2022/12/13https:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f
92、1a5_lichenchina.htmhttps:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htm6/207 On December 15,2021,Lichen China Limited executed a special resolution to change the par value of the ordinary shares from$0.0001 to$0.00004,a 2.5 for 1 stock split(“Stock Split”).
93、Upon the Stock Split,every issued and outstanding ordinary share was exchanged for 2.5 new ordinaryshares.Pursuant to such resolution,the authorized share capital of Lichen was US$50,000 divided into(a)1,000,000,000 Class A Ordinary Shares witha nominal or par value of US$0.00004 each and(b)250,000,
94、000 Class B Ordinary Shares with a nominal or par value of US$0.00004,each inaccordance with section 13 of the Cayman Islands Companies Act.The changes were completed on December 23,2021.We are an“emerging growth company”under the federal securities laws and will be subject to reduced public company
95、 reportingrequirements.Our business is subject to many risks,and investing in our securities involves a high degree of risk.See the section titled“Risk Factors”herein,beginning on page 29.Per Share Total WithoutOver-AllotmentOption Total With FullOver-AllotmentOption Public offering price$4.00$25,00
96、0,000$28,750,000 Underwriting discounts(1)$0.28$1,750,000$2,012,500 Proceeds to us before expenses(2)$3.72$23,250,000$26,737,500 (1)We have agreed to give our underwriters a discount equal to seven percent(7%)of the gross proceeds from the sales of our Class A OrdinaryShares in this offering,as well
97、 as warrants equal to one percent(1%)of the Class A Ordinary Shares issued in this offering including as a result ofthe exercise of the underwriters over-allotment option(the“Underwriters Warrants”).The Underwriters Warrants will be exercisable at any time,and from time to time,in whole or in part,f
98、or a period of five years from the commencement of sales of the offering in compliance with FINRARule 5110(g)(8)(A).The Representative Warrants are exercisable at a per share price of$4.80,which is 120%of the Public Offering Price.See“Underwriting”beginning on page 139 of this prospectus for a descr
99、iption of all underwriting compensation payable in connection with thisoffering.(2)The total estimated expenses related to this offering are set forth in the section entitled“Expenses Relating to This Offering”.This offering is being conducted on a firm commitment basis.The underwriters have agreed
100、to purchase and pay for all of the Class AOrdinary Shares offered by this prospectus if they purchase any Class A Ordinary Shares.We have granted the underwriters an option for a period of45 days after the closing of this offering to purchase up to 15%of the total number of the Class A Ordinary Shar
101、es to be offered by us pursuant to thisoffering(excluding Class A Ordinary Shares subject to this option),solely for the purpose of covering over-allotments,at the public offering price lessthe underwriting discounts.If the underwriters exercise the option in full,the total underwriting discounts pa
102、yable will be$2,012,500 based on anoffering price of$4.00 per Class A Ordinary Share,and the total gross proceeds to us,before underwriting discounts and expenses,will be$28,750,000.The underwriters expect to deliver the Class A Ordinary Shares against payment as set forth under“Underwriting.”Neithe
103、r the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitiesor determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.Book-Running Manager The date of this prospectus is,2022.2022/
104、12/13https:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htmhttps:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htm7/207 TABLE OF CONTENTS Prospectus Summary1Summary of Financial Position and Cash Flows of Lichen China L
105、imited and Subsidiaries22Risk Factors29Special Note Regarding Forward-Looking Statements57Use of Proceeds58Dividend Policy59Capitalization60Dilution61Managements Discussion and Analysis of Financial Condition and Results of Operations62Industry76Business84Regulations104Management108Executive Compens
106、ation114Related Party Transactions115Principal Shareholders117Description of Ordinary Shares119Shares Eligible for Future Sale129Material Tax Consequences Applicable to U.S.Holders of Our Ordinary Shares130Enforceability of Civil Liabilities137Underwriting139Expenses Relating to This Offering145Lega
107、l Matters145Experts145Where You Can Find Additional Information146Consolidated Financial StatementsF-1 Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those containedin this prospectus or in any free writing prospectuses we
108、have prepared.We take no responsibility for,and can provide no assurance as to the reliabilityof,any other information that others may give you.We are offering to sell,and seeking offers to buy,shares of our Class A Ordinary Share only injurisdictions where offers and sales are permitted.The informa
109、tion in this prospectus is accurate only as of the date of this prospectus,regardless of thetime of delivery of this prospectus or any sale of our Class A Ordinary Shares.Our business,financial condition,results of operations,and prospectsmay have changed since that date.i2022/12/13https:/www.sec.go
110、v/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htmhttps:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htm8/207 PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in this prospectus.This summ
111、ary is not complete and does notcontain all of the information you should consider in making your investment decision.You should read the entire prospectus carefully beforemaking an investment in our Class A Ordinary Shares.You should carefully consider,among other things,our consolidated financial
112、statements andthe related notes and the sections entitled“Risk Factors”and“Managements Discussion and Analysis of Financial Condition and Results ofOperations”included elsewhere in this prospectus.Prospectus Conventions Throughout this prospectus,unless the context indicates otherwise,references to“
113、Lichen China”,“Lichen China Limited”,“we,”“us,”the“Company,”“our company”refer to Lichen China Limited,a holding company.References to“Subsidiaries”or“PRC subsidiaries”refer to theLichen China Limiteds subsidiaries established under the laws of the Peoples Republic of China.References to“Group”are t
114、o Lichen ChinaLimited and its consolidated subsidiaries collectively.Unless otherwise indicated,in this prospectus,references to:“China”or the“PRC”are to the Peoples Republic of China;“Class A Ordinary Shares”are to a class of shares of Lichen China(as defined below)called the“series A ordinary shar
115、es”with parvalue$0.00004 per share;“Class B Ordinary Shares”are to a class of shares of Lichen China(as defined below)called the“series B ordinary shares”with parvalue$0.00004 per share;“HKD”are to the official currency of Hong Kong;“Lichen China”are to Lichen China Limited,a Cayman Islands exempted
116、 company;“Legend Consulting BVI”are to Legend Consulting Investments Limited,a British Virgin Islands exempted company and a wholly-owned subsidiary of Lichen China;“Legend Consulting HK”are to Legend Consulting Limited(HK),a Hong Kong company and a wholly-owned subsidiary of LegendConsulting BVI;“L
117、ichen WFOE”or“Lichen Zixun”are to Fujian Province Lichen Management and Consulting Company Limited,a wholly foreign-owned company organized under the laws of the PRC and a wholly-owned subsidiary of Legend Consulting HK;“Lichen Education”are to Xiamen City Legend Education Services Company Limited,a
118、 limited liability company organized underthe laws of the PRC and a wholly-owned subsidiary of Lichen WFOE;“RMB”are to Renminbi,or the legal currency of the PRC;“U.S.dollars,”“$,”and“USD”are to the legal currency of the United States;and “WFOE”are to wholly foreign-owned enterprise.This prospectus c
119、ontains translations of certain RMB amounts into U.S.dollar amounts at specified rates solely for the convenience of thereader.All reference to“U.S.dollars”,“USD”,“US$”or“$”are to United States dollars.The relevant exchange rates are listed below:As ofJune 30,As ofDecember 31,2022 2021 2021 2020 Per
120、iod-end RMB:US$1 exchange rate 6.7114 6.4601 6.3757 6.5249 Period-end HKD:US$1 exchange rate 7.8478 7.7636 7.7981 7.7530 Period-average RMB:US$1 exchange rate 6.4835 6.4718 6.4515 6.8976 Period-average HKD:US$1 exchange rate 7.8269 7.7618 7.7729 7.7562 We have relied on statistics provided by a vari
121、ety of publicly-available sources regarding Chinas expectations of growth.We did notdirectly or indirectly sponsor or participate in the publication of such materials,and these materials are not incorporated in this prospectus otherthan to the extent specifically cited in this prospectus.We have com
122、missioned the industry report from Frost&Sullivan Inc.(“Frost&Sullivan”).We have sought to provide current information in this prospectus and believe that the statistics provided in this prospectus remain up-to-date andreliable,and these materials are not incorporated in this prospectus other than t
123、o the extent specifically cited in this prospectus.12022/12/13https:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htmhttps:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htm9/207 Overview We are a leading financial and ta
124、xation service provider in China in terms of revenue,according the industry report of Frost&Sullivan.We have operated as a dedicated financial and taxation solution service specialist in China for over 18 years.We focus on providing(i)financialand taxation solution services;(ii)education support ser
125、vices;and(iii)software and maintenance services in the PRC under the“Lichen”brand.With over 18 years of operation history,we have gained substantial experience and established a solid reputation with our proven track record in thePRC.Leveraging our business relationships with our Partnered Instituti
126、ons(as defined below),our expertise and experience obtained in thefinancial and taxation solution services market,and our experience in developing financial and taxation training software and financial and taxationanalysis software by our research and development(“R&D”)department,we launched a new b
127、usiness line of software and maintenance services in2019 to expand our software product offerings to enterprise customers,universities,colleges and educational institutes and have started to generaterevenue from provision of such services since then.In recognition of our expertise and experience ear
128、ned from over 18 years in the financial and taxation solution services industry,we havebuilt up our reputation as a dedicated financial and taxation solution services provider in the PRC.From 2012 to 2021,we have been recognized asone of the Top 50 Providers of Management Consulting Services in Chin
129、a for eight consecutive years by the China Enterprise ConfederationManagement Advisory Committee.Our Partnered Institutions,located in 11 provinces or municipalities and 22 cities in the PRC,are education services providers whichmainly engage in the organization of various seminars,talks and trainin
130、g courses to entrepreneurs,senior executives as well as financial andtaxation executives.Through our business relationships with these Partnered Institutions,we are able to,on the one hand,provide our educationsupport services to them and,on the other hand,leverage their business networks and their
131、geographical coverage and promote our brand name andservices to the participants of these seminars,talks and courses organized by them.Our Subsidiaries currently have obtained all material permissions and approvals required for our operations in compliance with therelevant PRC laws and regulations i
132、n the PRC,including the business license and agency bookkeeping license.The business license is a permitissued by Market Supervision and Administration that allows the company to conduct specific business within the governments geographicaljurisdiction.The agency bookkeeping license is issued by the
133、 financial department to enterprises,allowing enterprises to accept entrustedbookkeeping business.The business license and agency bookkeeping license are the only two permissions and approvals that our PRC subsidiariesare required to obtain to conduct our business in China.In addition,Lichen China L
134、imited,Legend Consulting BVI and Legend Consulting HK arenot required to obtain any permissions or approvals from any Chinese authorities to operate our business as of the date of this prospectus.However,applicable laws and regulations may be tightened,and new laws or regulations may be introduced t
135、o impose additional government approval,license and permit requirements.If we or our Subsidiaries inadvertently conclude that such permissions and approvals relating to the operations ofour business are not required,fail to obtain and maintain such approvals,licenses or permits required for our busi
136、ness,or fail to respond to changesin the applicable laws,regulations,interpretations and regulatory environment,we or our subsidiaries could be subject to liabilities,monetarypenalties and even operational disruption,which may materially and adversely affect our business,operating results,financial
137、condition and thevalue of our Class A Ordinary Shares,significantly limit or completely hinder our ability to offer or continue to offer securities to investors,orcause such securities to significantly decline in value or become worthless.22022/12/13https:/www.sec.gov/Archives/edgar/data/1876766/000
138、3442/ea168850-f1a5_lichenchina.htmhttps:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htm10/207 As confirmed by our PRC counsel,Tianyuan Law Firm,we and our Subsidiaries are not subject to cybersecurity review with theCyberspace Administration of Ch
139、ina,or the“CAC,”after the Cybersecurity Review Measures became effective on February 15,2022,since wecurrently do not have over one million users personal information and do not anticipate that we will be collecting over one million users personalinformation in the foreseeable future,which we unders
140、tand might otherwise subject us to the Cybersecurity Review Measures;we are also notsubject to network data security review by the CAC if the Draft Regulations on the Network Data Security Administration are enacted as proposed,since we currently do not have over one million users personal informati
141、on and do not collect data that affects or may affect national security andwe do not anticipate that we will be collecting over one million users personal information or data that affects or may affect national security in theforeseeable future,which we understand might otherwise subject us to the N
142、etwork Data Security Administration Draft.However,the changingapplicable laws,regulations or interpretations may require us to do so in the future.Accordingly,any future failure to obtain prior approval of theCSRC,CAC,or any other Chinese authorities for the listing and trading of our Class A Ordina
143、ry Shares on a foreign stock exchange could have amaterial adverse effect upon our business.If we or our subsidiaries inadvertently conclude that such approval or permission is not required,fail toobtain and maintain such approval or permission required,we or our subsidiaries may face sanctions by t
144、he CSRC,CAC or other PRC regulatoryagencies for failure to seek CSRC,CAC approval.These sanctions may include fines and penalties on our operations in China,limitations on ouroperations in China,delays in or restrictions on the repatriation of the proceeds from this offering into the PRC,restriction
145、s on or prohibition of thepayments or remittance of dividends by our subsidiaries in China,or other actions that could have a material adverse effect on our business,financial condition,results of operations,reputation,prospects,the trading price of our Class A Ordinary Shares,and the ability to off
146、er thesecurities being registered to foreign investors.Our offering will be subject to compliance with the CSRCs Draft Overseas Listing Regulations when adopted.On December 24,2021,theCSRC,together with other relevant government authorities in China issued the Provisions of the State Council on the
147、Administration of OverseasSecurities Offering and Listing by Domestic Companies(Draft for Comments)(“Administration Provisions”),and the Measures for the Filing ofOverseas Securities Offering and Listing by Domestic Companies(Draft for Comments)(“Draft Overseas Listing Regulations”).The DraftOversea
148、s Listing Regulations requires a PRC domestic enterprise seeking to issue and list its shares overseas(“Overseas Issuance and Listing”)tocomplete the filing procedures of and submit the relevant information to CSRC.The Overseas Issuance and Listing includes direct and indirectissuance and listing.Wh
149、ere an enterprise whose principal business activities are conducted in PRC seeks to issue and list its shares in the name ofan overseas enterprise(“Overseas Issuer”)on the basis of the equity,assets,income or other similar rights and interests of the relevant PRCdomestic enterprise,such activities s
150、hall be deemed an indirect overseas issuance and listing(“Indirect Overseas Issuance and Listing”)under theDraft Overseas Listing Regulations.Therefore,the proposed offering would be deemed an Indirect Overseas Issuance and Listing under the DraftOverseas Listing Regulations.As such,the Company woul
151、d be required to complete the filing procedures of and submit the relevant information toCSRC after the Draft Overseas Listing Regulations become effective.The Draft Rules Regarding Overseas Listing,if enacted,may subject us toadditional compliance requirement in the future,and we cannot assure you
152、that we will be able to get the clearance of filing procedures under theDraft Rules Regarding Overseas List on a timely basis,or at all.Any failure of us to fully comply with new regulatory requirements maysignificantly limit or completely hinder our ability to offer or continue to offer our ordinar
153、y shares,cause significant disruption to our businessoperations,and severely damage our reputation,which would materially and adversely affect our financial condition and results of operations andcause our ordinary shares to significantly decline in value or become worthless.However,as of the date o
154、f this prospectus,as advised by our PRCcounsel,Tianyuan Law Firm,it is uncertain when the Administration Provision and the Draft Overseas Listing Regulations will take effect or ifthey will take effect as currently drafted,hence we are currently not required to complete the filing procedures and sub
155、mit the relevant informationto CSRC.32022/12/13https:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htmhttps:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htm11/207 Corporate Structure We are a Cayman Islands exempted com
156、pany limited by shares.The following diagram illustrates the corporate structure of the Companyas of the date of this prospectus and upon completion of this offering:Lichen China Limited was incorporated on April 13,2016 under the laws of the Cayman Islands.As of the date of this prospectus,theautho
157、rized share capital of the Company is US$50,000 divided into 1,000,000,000 Class A Ordinary Shares and 250,000,000 Class B OrdinaryShares,of which 13,500,000 Class A Ordinary Shares and 9,000,000 Class B Ordinary Shares are issued and outstanding.The Company is aholding company and is currently not
158、actively engaging in any business.This is an offering of the Class A Ordinary Shares of the Cayman Islandsholding company.You may never hold equity interests in the operating PRC subsidiaries.Further,Lichen China Limited controls and receives theeconomic benefits of its PRC subsidiaries business ope
159、ration,if any,through equity ownership.We do not use a Variable Interest Entity(“VIE”)structure.Legend Consulting BVI was incorporated on December 20,2013 under the laws of the British Virgin Islands with limited liability.LegendConsulting BVI is a wholly owned subsidiary of the Company.Legend Consu
160、lting BVI is a holding company and is currently not actively engagingin any business.Legend Consulting HK was formed on January 8,2014 under the laws of Hong Kong.Legend Consulting HK is a wholly ownedsubsidiary of Legend Consulting BVI.It is a holding company and is not actively engaging in any bus
161、iness.Lichen Zixun was established on April 14,2004 under the laws of the PRC.Lichen Zixun is a wholly owned subsidiary of LegendConsulting HK and is our main operating entity.Lichen Education was established on July 30,2014 under the laws of PRC.Lichen Education is a wholly owned subsidiary of Lich
162、enZixun and is our operating entity.42022/12/13https:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htmhttps:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htm12/207 Our Services Through our PRC subsidiaries,we provide(i)f
163、inancial and taxation solution services;(ii)education support services;and(iii)softwareand maintenance services in the PRC.The connections and synergies amongst our services are illustrated in the diagram below:The financial and taxation solution services provided to our corporate customers mainly c
164、omprise financial and taxation relatedmanagement consultation,internal control management consultation,annual or regular consultation,and internal training and general consultation.The education support services provided to our partnered institutions(“Partnered Institutions”)mainly comprise the prov
165、ision ofmarketing,operational and technical support and the sales of teaching and learning materials.The software and maintenance services provided to our corporate customers mainly comprise the sales of financial and taxation analysissoftware and sales of financial and taxation training software.Fi
166、nancial and Taxation Solution Services We focus on our financial and taxation solution services to business companies in the PRC.We believe that every company,regardless ofits size,should adopt a sound financial and taxation management system for growth and sustainable development.With such philosop
167、hy in mind asa guiding principle,our financial and taxation solution services are customized based on the specific needs and requirements of individualcustomers.Education Support Services Our education support services are provided to our Partnered Institutions.As of the date of this prospectus,we c
168、ollaborate with 24Partnered Institutions in 11 provinces or municipalities and 22 cities in the PRC.Partnered Institutions are education services providers whichmainly engage in organization of various seminars,talks and training courses to entrepreneurs,senior executives as well as financial and ta
169、xationexecutives.From the personal and business networks of our management as well as our marketing initiatives(being our talks and seminars hostedby the Partnered Institutions),potential customers who wish to set up education institutions may approach us and initiate discussions with us,withan aim
170、to becoming our Partnered Institutions.52022/12/13https:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htmhttps:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htm13/207 Software and Maintenance Services Lichen Zixun has be
171、en providing financial and taxation training software and academic affairs management system to our PartneredInstitutions as part of our services under the Partnership Agreements(defined below).Leveraging our understanding of corporate needs on financial and taxation management and analysis tools in
172、 daily operation of ourenterprise customers,we began to invest and develop our first financial and taxation analysis software,namely,Enterprise Financial IntelligenceAnalysis System V1.0,in 2017 and have commercialized it for sale to our corporate customers since 2019.With respect to our Lichen Educ
173、ation Accounting Practice System V1.0,a financial and taxation training system that was developed in2014,it is focused on students or users practice experience by resembling,illustrating and providing practices on various accounting tasks,such asbookkeeping,tax computation,filing tax returns and iss
174、uing valued-added tax invoices in actual business practices.Thereafter,we updated anddeveloped some new training systems based on Lichen Education Accounting Practice System V1.0.Lichen Education has eight copyrights forfinancial and taxation training software to date.As of the date of this prospect
175、us,we have not experienced any product recalls,liability claims or material complaints on our softwareproducts.For details,please see“Research and Development”under the“Business”section of this prospectus.After Sales Services Our customers who engage us for our financial and taxation related consult
176、ation services may attend courses provided by our PartneredInstitutions.Continuous training can enhance the financial and taxation concepts of our customers and ensure the continuous implementation of thefinancial and taxation solutions we provided to them.We also provide general customer care by re
177、sponding to customer queries as they arise,inorder to resolve their problems on a timely basis.From time to time,the Partnered Institutions will also host talks and seminars,conducted by our experienced senior managementpersonnel,internal consultants or external experts,to which our customers are in
178、vited.As for our Partnered Institutions,we provide continuoussupport to them,including operational and technical support in school management and operation and trainings to Partnered Institutions staff andemployees to enhance their teaching quality.With respect to our software products,we offer soft
179、ware installation,training and after sales technicaland maintenance services,such as telephone,instant communication and remote support services,within one year of purchase for our financial andtaxation training software and financial and taxation analysis software.62022/12/13https:/www.sec.gov/Arch
180、ives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htmhttps:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htm14/207 Sales and Marketing We believe brand recognition of“Lichen”is critical to our ability to attract new customers and retain busi
181、ness collaboration andrelationship with our existing clientele,and our promotion and marketing efforts are designed to enhance our brand awareness and reputationsamong them.Generally,we attract new customers with referrals from our Partnered Institutions and personal and business networks of ourexec
182、utives and directors.In addition,we organize marketing activities,such as seminars,talks and consultation events with our Partnered Institutions,businessfederations and business associations,leveraging our accumulated resources and connections.Through the business relationships with our PartneredIns
183、titutions,we could,on the one hand,provide our education support services to them and,on the other hand,by leveraging their businessnetworks and their geographical coverage,promote our brand name and services to the participants of these seminars,talks and courses organizedby them.As of the date of
184、this prospectus,we have deployed external experts and internal consultants to participate in and deliver more than 1,000talks,courses and seminars organized for their target audience.Our Competitive Strength “Lichen”is a recognized brand in the financial and taxation solution services industry in th
185、e PRC.We benefit from the synergies resulting from the business relationships with our Partnered Institutions.Our management team possesses a broad personal and business network,which provides us with a valuable source of potentialcustomers.Strong R&D capabilities to further increase our competitive
186、ness and better cater to our customers needs.Innovative capabilities in developing a comprehensive range of services to meet evolving customer demands.We are able to offer high quality services to customers from a diversified range of industry sectors.Our Business Strategies Our objective is to stre
187、ngthen and improve our market position in the PRC.We intend to achieve our objective by implementing businessstrategies in the following key aspects:Expand our business in financial and taxation solution services Strengthen our R&D capabilities and expand the self-developed software Source new custo
188、mers and improve recognition of the“Lichen”brand 72022/12/13https:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htmhttps:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htm15/207 Impact of COVID-19 Following the global out
189、break of COVID-19 in early 2020,our business operations and service provision to our customers in the PRCwere temporarily disrupted since the Chinese New Year holiday of 2020,as a result of the temporary suspension of operation of our offices,thePartnered Institutions and our enterprise customers in
190、 response to the respective local governments policies.We resumed full operations onFebruary 10,2020.We have been closely monitoring and evaluating the effect of COVID-19 on our services,especially financial and taxationsolution services provided to our enterprise customers and education support ser
191、vices provided to our Partnered Institutions.With the PRC government gradually relaxing lockdown measures or travel restrictions and allowing resumption of business,the reportednumber of new cases dropping from the height of the crisis,the decrease in revenue and gross profit of our Group has slowed
192、 down,as illustratedbelow,and we believe that the adverse effect of the COVID-19 pandemic is only temporary in nature.Due to the impact of the COVID-19 pandemic,the total revenue of our Group decreased by 2.94%from approximately$31.6 million forthe year ended December 31,2019 to approximately$30.67
193、million for the year ended December 31,2020.The decrease in revenue generated fromfinancial and taxation solution services by approximately$1.68 million,offset by the increase in revenue generated from education support servicesand software and maintenance services by approximately$0.05 million and$
194、0.7 million,respectively,were the primary cause of the decrease in ourtotal revenue for the year ended December 31,2020.For the year ended December 31,2021,the total revenue of our Group was approximately$34.30 million,an increase of approximately$3.63 million,or 11.83%,compared to the total revenue
195、 of our Group for the year ended December31,2020.The increase was primary due to the resumption of our business and operations and the increase in the number of our consulting servicesorders.For the six months ended June 30,2022 and 2021,the total revenue of our Group was approximately$16.15 million
196、 and$16.99 million,respectively,a decrease of approximately$0.84 million,or 4.93%.The decrease was primary due to the decrease in the number of our projects offinancial and taxation solution services and the reduction of our clients of education support services during March and April,2022.As a whol
197、e,our business and services were subject to different degree of delays,due to temporary suspension of business operations,lockdown measures and travel restrictions.In particular,our internal consultants and external experts were not able to provide certain on-siteconsultation or meet face-to-face wi
198、th our enterprise customers or deliver in-person seminars or talks at premises of our Partnered Institutionsbefore February 2020.For our financial and taxation solution services,save for the postponed completion of 24 financial and taxation relatedmanagement or internal control management consultati
199、on projects resulting in the delay in recognition of revenue of approximately RMB2.29million(approximately$0.35 million)and cancellation or termination of 43 annual or regular consultation projects resulting in the loss of revenueof approximately RMB13.18 million(approximately$2.02 million),our mana
200、gement confirmed that the COVID-19 pandemic had not resulted inany substantial delay or difficulties in discharging our obligations under any financial and taxation solution service contracts or agreements,and wehad not been subject to any late charges or damages imposed on us by our customers.The a
201、foresaid postponed projects were completed and therelevant revenue of approximately RMB2.29 million(approximately$0.35 million)was fully recognized by June 2020.Our Partnered Institutions temporarily suspended the provision of in-person trainings,seminars or talks with their participants,due totrave
202、l restrictions,lockdown and/or quarantine measures imposed by local governments as well as the governments recommendation to maintainsocial distancing to reduce the chance of transmission of COVID-19.To mitigate the disruption of services provided to our Partnered Institutions,we commenced offering
203、technical support to online education courses to our Partnered Institutions.Since late May 2020,our Partnered Institutionshad resumed provisions of in-person trainings,seminars and talks.None of our Partnered Institutions has terminated any scheduled training orseminar to talk of our Subsidiaries du
204、e to the COVID-19 pandemic.For our software and maintenance services,due to temporary suspension of business operations or classes,six enterprise customers andeight universities or colleges canceled their order of software,and,accordingly,we recorded a loss of revenue of approximately RMB3.7 million
205、(approximately$0.54 million)for fiscal year ended December 31,2020.Given that sales of software and maintenance support services do notgenerally require a lot of face-to-face meetings with our customers,we have not encountered or experienced,and do not expect to encounter,anymaterial disruption to o
206、ur software and maintenance services due to the COVID-19 pandemic.There is no order cancelled during the fiscal yearended December 31,2021 and six months ended June 30,2022 by any of our customers or universities or colleges.82022/12/13https:/www.sec.gov/Archives/edgar/data/1876766/000344
207、2/ea168850-f1a5_lichenchina.htmhttps:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htm16/207 We believe that the COVID-19 pandemic caused a certain level of business disruption and had a negative impact to business results andfinancial performance of business
208、enterprises in the PRC,which are our major customers for financial and taxation solution services,and,thereforebusiness owners and entrepreneurs tended to tighten their budgets,reduced expenditures or postponed their projects in order to mitigate impact ofthe COVID-19 to their businesses at the init
209、ial stage of the outbreak.In addition,certain projects were referred by our Partnered Institutions.Asaffected by the temporary suspension of in-person trainings,seminars or talks held by our Partnered Institutions,our promotion through these in-person activities to participants of our Partnered Inst
210、itutions was also disrupted.Following the resumption of in-person trainings,seminars or talks by our Partnered Institutions in late May 2020,our promotion toparticipants of our Partnered Institutions or referrals from Partnered Institutions gradually resumed.Since the reported number of new COVID-19
211、cases have dropped from the height of the crisis and business enterprises have resumed their business under the guidance of the PRC government,we believe that the demand in our financial and taxation solution services should continue to resume to pre-pandemic levels.Any further impact of the COVID-1
212、9 pandemic will depend on its subsequent development,and there remains a possibility of furtheroutbreaks of COVID-19 variants forcing a complete or partial suspension of our business operations in the PRC.The impact of such an event is outof our control and beyond our estimation and assessment.Summa
213、ry of Risk Factors Investing in our Ordinary Shares involves significant risks.Our corporate structure as a Cayman Islands holding company with operationsconducted by our PRC subsidiaries involves unique risks to investors.You should carefully consider all of the information in this prospectus befor
214、emaking an investment in our Ordinary Shares.Below please find a summary of the principal risks we face,organized under relevant headings.These risks are discussed more fully in the section titled“Risk Factor”,beginning on page 29.Risks Relating to Our Business and Operations Risks and uncertainties
215、 relating to our business and operations,beginning on page 29 of this prospectus,include but are not limited tothe following:Our business,financial condition and results of operations may be affected due to the COVID-19 pandemic and other diseases orepidemic.See“Risk Factors Risks Relating to Our Bu
216、siness and Operations Our business,financial condition and results ofoperations may be affected due to the COVID-19 pandemic and other diseases or epidemic”on page 29.We may incur impairment losses for intangible assets,which may adversely affect our results of operations.See“Risk Factors RisksRelat
217、ing to Our Business and Operations We may incur impairment losses for intangible assets,which may adversely affect ourresults of operations”on page 29.Our results of operations may be adversely affected by credit risk associated with our financial assets through profit and loss.See“Risk Factors Risk
218、s Relating to Our Business and Operations Our results of operations may be adversely affected by credit riskassociated with our financial assets through profit and loss”on page 29.Our business depends on the market recognition of our“Lichen”brand name.See“Risk Factors Risks Relating to Our Business
219、andOperations Our business depends on the market recognition of our“Lichen”brand name”on page 30.Our revenue was mainly derived from financial and taxation solution services projects,which are not recurring in nature and there isno assurance that our customers will provide us with new business.See“R
220、isk Factors Risks Relating to Our Business andOperations Our revenue was mainly derived from financial and taxation solution services projects,which are not recurring in natureand there is no assurance that our customers will provide us with new business”on page 30.Failure to maintain our relationsh
221、ip with our external experts could materially and adversely affect our business,financial conditionand results of operations.See“Risk Factors Risks Relating to Our Business and Operations Failure to maintain our relationshipwith our external experts could materially and adversely affect our business
222、,financial condition and results of operations”on page31.Our financial and taxation solution services may attract liability.See“Risk Factors Risks Relating to Our Business and Operations Our financial and taxation solution services may attract liability”on page 33.We may not be able to successfully
223、implement our strategies,or achieve our business objectives and our business,operating resultsand financial position may be materially and adversely affected.See“Risk Factors Risks Relating to Our Business and Operations We may not be able to successfully implement our strategies,or achieve our busi
224、ness objectives and our business,operating resultsand financial position may be materially and adversely affected”on page 33.92022/12/13https:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htmhttps:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea1
225、68850-f1a5_lichenchina.htm17/207 We have limited insurance coverage to protect us against all risks associated with our business operations.See“Risk Factors RisksRelating to Our Business and Operations We have limited insurance coverage to protect us against all risks associated with ourbusiness ope
226、rations”on page 34.Protection of intellectual property rights may not prevent third parties and/or our competitors infringement on our teaching andlearning materials or self-developed software,which could weaken our competitive position and harm our business and results ofoperations.See“Risk Factors
227、 Risks Relating to Our Business and Operations Protection of intellectual property rights may notprevent third parties and/or our competitors infringement on our teaching and learning materials or self-developed software,whichcould weaken our competitive position and harm our business and results of
228、 operations”on page 34.Risks Relating to Our Industry Risks and uncertainties related to our industry,beginning on page 35 of this prospectus,include but not limited to the following:The financial and taxation solution service,education support service and software and maintenance service industries
229、 rely onmanpower and the increase in our staff costs may materially and adversely affect our operations,profitability and financial condition.See“Risk Factors Risks Relating to Our Industry The financial and taxation solution service,education support service andsoftware and maintenance service indu
230、stries rely on manpower and the increase in our staff costs may materially and adversely affectour operations,profitability and financial condition”on page 35.Our customer base is primarily concentrated on business enterprises and Partnered Institutions in the PRC.Any slowdown of theenterprises grow
231、th and development in the PRC or demands for financial and taxation solution services,education support services orsoftware and maintenance services could have a material adverse effect on our business,financial condition and results of operations.See“Risk Factors Risks Relating to Our Industry Our
232、customer base is primarily concentrated on business enterprises andPartnered Institutions in the PRC.Any slowdown of the enterprises growth and development in the PRC or demands for financial andtaxation solution services,education support services or software and maintenance services could have a m
233、aterial adverse effect onour business,financial condition and results of operations”on page 35.We face significant competition in various geographical locations where we offer our financial and taxation solution services,and ifwe fail to compete effectively,we may lose market share and our profitabi
234、lity could be adversely affected.See“Risk Factors RisksRelating to Our Industry We face significant competition in various geographical locations where we offer our financial andtaxation solution services,and if we fail to compete effectively,we may lose market share and our profitability could be a
235、dverselyaffected”on page 35.Risks Relating to Doing Business in China Risks and uncertainties related to doing business in China in general,beginning on page 36 of this prospectus,include but not limitedto the following:Changes in Chinas economic,political or social conditions or government policies
236、 could have a material adverse effect on ourbusiness and results of operations.See“Risk Factors Risks Relating to Doing Business in China Changes in Chinas economic,political or social conditions or government policies could have a material adverse effect on our business and results of operations”on
237、 page 36.PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currencyconversion may delay or prevent us from using the proceeds of this offering to make loans or additional capital contributions to ourPRC subsidiary,which could m
238、aterially and adversely affect our liquidity and our ability to fund and expand our business.See“RiskFactors Risks Relating to Doing Business in China PRC regulation of loans to and direct investment in PRC entities by offshoreholding companies and governmental control of currency conversion may del
239、ay or prevent us from using the proceeds of this offeringto make loans or additional capital contributions to our PRC subsidiary,which could materially and adversely affect our liquidity andour ability to fund and expand our business”on page 37.102022/12/13https:/www.sec.gov/Archives/edgar/data/1876
240、766/0003442/ea168850-f1a5_lichenchina.htmhttps:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htm18/207 Uncertainties with respect to the PRC legal system,including uncertainties regarding the enforcement of laws,and sudden orunexpected changes in la
241、ws and regulations in China with little advance notice could adversely affect us and limit the legal protectionsavailable to you and us.See“Risk Factors Risks Relating to Doing Business in China Uncertainties with respect to the PRC legalsystem,including uncertainties regarding the enforcement of la
242、ws,and sudden or unexpected changes in laws and regulations inChina with little advance notice could adversely affect us and limit the legal protections available to you and us”on page 36.Chinese regulatory authorities could change the rules and regulations regarding foreign ownership in the industr
243、y in which thecompany operates,which would likely result in a material change in our operations and/or a material change in the value of thesecurities we are registering for sale,including that it could cause the value of such securities to significantly decline or becomeworthless.See“Risk Factors R
244、isks Relating to Doing Business in China The Chinese government exerts substantial influenceover the manner in which we must conduct our business activities,which could result in a material change in our operations and/orthe value of our Ordinary Shares.The Chinese government may intervene or influe
245、nce our operations at any time,which could resultin a material change in our operations and the value of our Class A Ordinary Shares.Additionally,the governmental and regulatoryinterference could significantly limit or completely hinder our ability to offer or continue to offer securities to investo
246、rs and cause thevalue of such securities to significantly decline or be worthless”on page 37.The Chinese government may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers,which could result in a material change in our operations and/or the value of
247、the securities we are registering for sale.See“RiskFactors Risks Relating to Doing Business in China The Chinese government exerts substantial influence over the manner in whichwe must conduct our business activities,which could result in a material change in our operations and/or the value of our O
248、rdinaryShares.The Chinese government may intervene or influence our operations at any time,which could result in a material change inour operations and the value of our Class A Ordinary Shares.Additionally,the governmental and regulatory interference couldsignificantly limit or completely hinder our
249、 ability to offer or continue to offer securities to investors and cause the value of suchsecurities to significantly decline or be worthless”on page 37.We are not currently required to obtain any approval from the CSRC.However,the approval from the CSRC may be required inconnection with this offeri
250、ng in the future,and,if required,we cannot predict whether we will be able to obtain such approval.See“Risk Factors Risks Relating to Doing Business in China We are not currently required to obtain any approval from the CSRC.However,the approval from the CSRC may be required in connection with this
251、offering in the future,and,if required,we cannotpredict whether we will be able to obtain such approval”on page 40.Uncertainties exist with respect to the interpretation and implementation of the enacted Foreign Investment Law and how it mayimpact the viability of our current corporate structure,cor
252、porate governance and business operations.See“Risk Factors RisksRelating to Doing Business in China Uncertainties exist with respect to the interpretation and implementation of the enactedForeign Investment Law and how it may impact the viability of our current corporate structure,corporate governan
253、ce and businessoperations”on page 41.We rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements wemay have,and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material adverse effect onour
254、ability to conduct our business.See“Risk Factors Risks Relating to Doing Business in China We rely on dividends and otherdistributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have,and any limitation onthe ability of our PRC subsidiaries to make payme
255、nts to us could have a material adverse effect on our ability to conduct ourbusiness”on page 41.To the extent cash or assets in the business is in the PRC or Hong Kong or a PRC or Hong Kong entity,the funds or assets may not beavailable to fund operations or for other use outside of the PRC or Hong
256、Kong due to interventions in or the imposition of restrictionsand limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets.See“Risk Factors RisksRelating to Doing Business in China To the extent cash or assets in the business is in the PRC or Hong Kong or
257、 a PRC or HongKong entity,the funds or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due tointerventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government totransfer cash or assets”on
258、page 42.Fluctuations in exchange rates could have a material adverse effect on our results of operations and the price of our Class A OrdinaryShares.See“Risk Factors Risks Relating to Doing Business in China Fluctuations in exchange rates could have a materialadverse effect on our results of operati
259、ons and the price of our Class A Ordinary Shares”on page 42.Governmental control of currency conversion may limit our ability to utilize our net revenues effectively and affect the value of yourinvestment.See“Risk Factors Risks Relating to Doing Business in China Governmental control of currency con
260、version may limitour ability to utilize our net revenues effectively and affect the value of your investment”on page 43.112022/12/13https:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htmhttps:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea16885
261、0-f1a5_lichenchina.htm19/207 We must remit the offering proceeds to PRC before they may be used to benefit our business in the PRC,and this process may take anumber of months.See“Risk Factors Risks Relating to Doing Business in China We must remit the offering proceeds to PRCbefore they may be used
262、to benefit our business in the PRC,and this process may take a number of months”on page 44.Our Class A Ordinary Shares may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB is unable toinspect our auditors.The delisting of our Class A Ordinary Shares,or the threat of their
263、 being delisted,may materially and adverselyaffect the value of your investment,even making it worthless.Furthermore,on June 22,2021,the U.S.Senate passed the AcceleratingHolding Foreign Companies Accountable Act,which,if enacted,would amend the HFCAA and require the SEC to prohibit anissuers securi
264、ties from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutiveyears instead of three.On December 16,2021,the PCAOB issued its determination that the PCAOB is unable to inspect or investigatecompletely PCAOB-registered public accounting firms headq
265、uartered in mainland China and in Hong Kong,because of positionstaken by PRC authorities in those jurisdictions,and the PCAOB included in the report of its determination a list of the accountingfirms that are headquartered in the PRC or Hong Kong.This list does not include our auditors,TPS Thayer,LL
266、C and Briggs&Veselka Co.While our auditor are based in the U.S.and registered with PCAOB and subject to PCAOB inspection,in the event it islater determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authorityin a foreign jurisdiction,t
267、hen such lack of inspection could cause our securities to be delisted from the stock exchange.See“RiskFactors Risks Related to Doing Business in China The recent joint statement by the SEC and PCAOB,proposed rule changessubmitted by Nasdaq,and the Holding Foreign Companies Accountable Act all call f
268、or additional and more stringent criteria to beapplied to emerging market companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are notinspected by the PCAOB.These developments could add uncertainties to our offering”on page 47.Risks Relating to Our Public
269、Offering and Ownership of Our Class A Ordinary Shares Risks and uncertainties related to our public offering and ownership of our Class A Ordinary Shares,beginning on page 49 of thisprospectus,include but are not limited to the following:We are an“emerging growth company,”and we cannot be certain if
270、 the reduced reporting requirements applicable to emerging growthcompanies will make our Class A Ordinary Shares less attractive to investors.See“Risk Factors Risks Relating to Our PublicOffering and Ownership of Our Class A Ordinary Shares We are an“emerging growth company,”and we cannot be certain
271、 if thereduced reporting requirements applicable to emerging growth companies will make our Class A Ordinary Shares less attractive toinvestors”on page 50.Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S.issuers,you will have
272、 less protection than you would have if we were a domestic issuer.See“Risk Factors Risks Relating to OurPublic Offering and Ownership of Our Class A Ordinary Shares Because we are a foreign private issuer and are exempt fromcertain Nasdaq corporate governance standards applicable to U.S.issuers,you
273、will have less protection than you would have if wewere a domestic issuer”on page 51.The market price of our Class A Ordinary Shares may be volatile or may decline regardless of our operating performance,and youmay not be able to resell your shares at or above the public offering price.See“Risk Fact
274、ors Risks Relating to Our Public Offeringand Ownership of Our Class A Ordinary Shares The market price of our Class A Ordinary Shares may be volatile or may declineregardless of our operating performance,and you may not be able to resell your shares at or above the public offering price”on page53.Th
275、e trading of our Class A Ordinary Shares could experience extreme stock price run-ups followed by rapid price declines and strongstock price volatility as experienced in recent initial public offerings.See“Risk Factors Risks Relating to Our Public Offering andOwnership of Our Class A Ordinary Shares
276、 The price of our Class A Ordinary Shares could be subject to rapid and substantialvolatility.”on page 54.See“Risk Factors”section,beginning on page 29,and other information included in this prospectus for a discussion of these andother risks and uncertainties that we face.We are currently not requi
277、red to obtain approval from Chinese authorities to list on U.S.exchanges,however,if our subsidiaries or theholding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S.exchanges,wewill not be able to continue listing on a U.S.excha
278、nge,which would materially affect the interest of the investors.It is uncertain when and whetherthe Company will be required to obtain permission from the PRC government to list on U.S.exchanges in the future,and when such permission isobtained,whether it will be rescinded.Although the Company is cu
279、rrently not required to obtain permission from any of the PRC federal or localgovernment to list on U.S.exchanges and has not received any denial to list on a U.S.exchange,our operations could be adversely affected,directlyor indirectly,by existing or future laws and regulations relating to its busi
280、ness or industry.For more detailed information,see“Risk Factors RisksRelating to Doing Business in China We are not currently required to obtain any approval from the CSRC.However,the approval from the CSRCmay be required in connection with this offering in the future,and,if required,we cannot predi
281、ct whether we will be able to obtain such approval.See page 40.”122022/12/13https:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htmhttps:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htm20/207 Holding Foreign Company Acc
282、ountable Act U.S.laws and regulations,including the Holding Foreign Companies Accountable Act,or HFCAA,may restrict or eliminate our ability tocomplete a business combination with certain companies,particularly those acquisition candidates with substantial operations in China.On March 24,2021,the SE
283、C adopted interim final rules relating to the implementation of certain disclosure and documentationrequirements of the HFCAA.An identified issuer will be required to comply with these rules if the SEC identifies it as having a“non-inspection”year under a process to be subsequently established by th
284、e SEC.In June 2021,the Senate passed the Accelerating Holding Foreign CompaniesAccountable Act,which,if signed into law,would reduce the time period for the delisting of foreign companies under the HFCAA to twoconsecutive years instead of three years.If our auditor cannot be inspected by the Public
285、Company Accounting Oversight Board,or the PCAOB,fortwo consecutive years,the trading of our securities on any U.S.national securities exchanges,as well as any over-the-counter trading in the U.S.,will be prohibited.On September 22,2021,the PCAOB adopted a final rule implementing the HFCAA,which prov
286、ides a framework for thePCAOB to use when determining,as contemplated under the HFCAA,whether the PCAOB is unable to inspect or investigate completely registeredpublic accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.On De
287、cember 2,2021,the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA.The rules apply toregistrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is locatedin a
288、 foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreignjurisdictions.On December 16,2021,the PCAOB issued a report on its determinations that it is unable to inspect or investigate completelyPCAOB-registered public ac
289、counting firms headquartered in mainland China and in Hong Kong,because of positions taken by PRC authorities inthose jurisdictions.On August 26,2022,the PCAOB announced that it had signed a Statement of Protocol(the“SOP”)with the China Securities RegulatoryCommission and the Ministry of Finance of
290、China.The SOP,together with two protocol agreements governing inspections and investigations(together,the“SOP Agreement”),establishes a specific,accountable framework to make possible complete inspections and investigations bythe PCAOB of audit firms based in mainland China and Hong Kong,as required
291、 under U.S.law.The SOP Agreement remains unpublished and issubject to further explanation and implementation.Pursuant to the fact sheet with respect to the SOP Agreement disclosed by the SEC,the PCAOBshall have sole discretion to select any audit firms for inspection or investigation and the PCAOB i
292、nspectors and investigators shall have a right tosee all audit documentation without redaction.According to the PCAOB,its December 2021 determinations under the HFCAA remain in effect.The PCAOB is required to reassess these determinations by the end of 2022.Under the PCAOBs rules,a reassessment of a
293、 determination under theHFCAA may result in the PCAOB reaffirming,modifying or vacating the determination.However,if the PCAOB continues to be prohibited fromconducting complete inspections and investigations of PCAOB-registered public accounting firms in mainland China and Hong Kong,the PCAOBis lik
294、ely to determine by the end of 2022 that positions taken by authorities in the PRC obstructed its ability to inspect and investigate registeredpublic accounting firms in mainland China and Hong Kong completely,then the companies audited by those registered public accounting firmswould be subject to
295、a trading prohibition on U.S.markets pursuant to the HFCAA.As of the date of the prospectus,our auditors,Briggs&Veselka Co.for the fiscal year ended December 31,2020 and TPS Thayer,LLC(“TPS Thayer”)for the fiscal year ended December 31,2021,are not subject to the determinations as to inability to in
296、spect or investigatecompletely as announced by the PCAOB on December 16,2021 as they are not on the list published by the PCAOB.As of the date of theprospectus,TPS Thayer,headquartered in Sugar Land,Texas,is subject to laws in the United States pursuant to which the PCAOB conducts regularinspections
297、 to assess its compliance with the applicable professional standards.TPS Thayers registration with the PCAOB took effect in September2020 and it is currently subject to PCAOB inspections.As of the date of the prospectus,Briggs&Veselka Co.,headquartered in Houston,Texas,issubject to inspection by the
298、 PCAOB on a regular basis,with the last inspection in 2019,and is not subject to the determinations as to inability bythe PCAOB to inspect or investigate registered firms completely announced by the PCAOB on December 16,2021.However,recent developments with respect to audits of China-based companies
299、 create uncertainty about the ability of TPS Thayer to fullycooperate with the PCAOBs request for audit workpapers without the approval of the Chinese authorities.We cannot assure you whether Nasdaqor regulatory authorities would apply additional and more stringent criteria to us after considering t
300、he effectiveness of our auditors audit proceduresand quality control procedures,adequacy of personnel and training,or sufficiency of resources,geographic reach or experience as it relates to theaudit of our financial statements.In the event it is later determined that the PCAOB is unable to inspect
301、or investigate completely the Companysauditor because of a position taken by an authority in a foreign jurisdiction,then such lack of inspection could cause trading in the Companyssecurities to be prohibited under the HFCAA ultimately result in a determination by a securities exchange to delist the
302、Companys securities.Thedelisting of our Class A Ordinary Shares,or the threat of their being delisted,may materially and adversely affect the value of your investment,even making it worthless.In addition,under the HFCAA,our securities may be prohibited from trading on the Nasdaq or other U.S.stockex
303、changes if our auditor is not inspected by the PCAOB for three consecutive years,which could be reduced to two consecutive years if theAccelerating Holding Foreign Companies Accountable Act is signed into law,and this ultimately could result in our ordinary shares being delistedby and exchange.See“R
304、isk Factors Risks Related to Doing Business in China The recent joint statement by the SEC and PCAOB,proposedrule changes submitted by Nasdaq,and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to beapplied to emerging market companies upon assessing
305、 the qualification of their auditors,especially the non-U.S.auditors who are not inspected bythe PCAOB.These developments could add uncertainties to our offering”on page 47 and“Trading in our securities may be prohibited under theHFCAA and as a result an exchange may determine to delist our securiti
306、es if it is later determined that the PCAOB is unable to inspect orinvestigate completely our auditor because of a position taken by an authority in a foreign jurisdiction”on page 48.132022/12/13https:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htmhttps:/www
307、.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htm21/207 Regulatory Permissions On August 8,2006,six PRC regulatory agencies jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises byForeign Investors,or the M&A Rules,which came into eff
308、ect on September 8,2006 and were amended on June 22,2009.The M&A Rules requiresthat an offshore special purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by PRC citizens shall obtain theapproval of the China Securities Regulatory Commission,or CSRC,prior to o
309、verseas listing and trading of such special purpose vehicles securitieson an overseas stock exchange.Based on our understanding of the Chinese laws and regulations in effect at the time of this prospectus and theadvice of our PRC legal counsel,we will not be required to submit an application to the
310、CSRC for its approval of this offering and the listing andtrading of ordinary shares on the Nasdaq under the M&A Rules,given that the CSRC currently has not issued any definitive rule or interpretationconcerning whether offerings like ours under this prospectus are subject to this regulation.However
311、,our PRC legal counsel has further advised usthat there remains some uncertainty as to how the M&A Rules will be interpreted or implemented,and our understanding summarized above issubject to any new laws,rules and regulations or detailed implementations and interpretations in any form relating to t
312、he M&A Rules.We cannotassure you that relevant Chinese government agencies,including the CSRC,would reach the same conclusion.Recently,the General Office of the Central Committee of the Communist Party of China and the General Office of the State Counciljointly issued the Opinions on Strictly Cracki
313、ng Down on Illegal Securities Activities,which were made available to the public on July 6,2021.TheOpinions on Strictly Cracking Down on Illegal Securities Activities emphasized the need to strengthen the administration over illegal securitiesactivities,and the need to strengthen the supervision ove
314、r overseas listings by Chinese companies.Pursuant to the Opinions,Chinese regulators arerequired to accelerate rulemaking related to the overseas issuance and listing of securities,and update the existing laws and regulations related todata security,cross-border data flow,and management of confident
315、ial information.Numerous regulations,guidelines and other measures areexpected to be adopted under the umbrella of or in addition to the Cybersecurity Law and Data Security Law.As of the date of this prospectus,noofficial guidance or related implementation rules have been issued.As a result,the Opin
316、ions on Strictly Cracking Down on Illegal SecuritiesActivities remain unclear on how they will be interpreted,amended and implemented by the relevant PRC governmental authorities.On December 24,2021,the CSRC,together with other relevant government authorities in China issued the Provisions of the St
317、ate Councilon the Administration of Overseas Securities Offering and Listing by Domestic Companies(Draft for Comments)(“Administration Provisions”),and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies(Draft for Comments)(“Draft OverseasListing Regulations
318、”).The Draft Overseas Listing Regulations require a PRC domestic enterprise seeking to issue and list its shares overseas(“Overseas Issuance and Listing”)to complete the filing procedures of and submit the relevant information to CSRC.The Overseas Issuance andListing includes direct and indirect iss
319、uance and listing.Where an enterprise which principal business activities are conducted in the PRC seeks toissue and list its shares in the name of an overseas enterprise(“Overseas Issuer”)on the basis of the equity,assets,income or other similar rightsand interests of the relevant PRC domestic ente
320、rprise,such activities shall be deemed an indirect overseas issuance and listing(“Indirect OverseasIssuance and Listing”)under the Draft Overseas Listing Regulations.Therefore,the proposed offering would be deemed an Indirect OverseasIssuance and Listing under the Draft Overseas Listing Regulations.
321、As such,the Company would be required to complete the filing procedures ofand submit the relevant information to CSRC after the Draft Overseas Listing Regulations become effective.The Draft Rules Regarding Overseas Listing stipulate that the Chinese-based companies,or the issuer,shall fulfill the fi
322、ling procedureswithin three working days after the issuer makes an application for initial public offering and listing in an overseas market.The required filingmaterials for an initial public offering and listing should include at least the following:record-filing report and related undertakings;reg
323、ulatoryopinions,record-filing,approval and other documents issued by competent regulatory authorities of relevant industries(if applicable);and securityassessment opinion issued by relevant regulatory authorities(if applicable);PRC legal opinion;and prospectus.142022/12/13https:/www.sec.gov/Archives
324、/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htmhttps:/www.sec.gov/Archives/edgar/data/1876766/0003442/ea168850-f1a5_lichenchina.htm22/207 In addition,an overseas offering and listing is prohibited under any of the following circumstances:(1)if the intended securities
325、offeringand listing is specifically prohibited by national laws and regulations and relevant provisions;(2)if the intended securities offering and listing mayconstitute a threat to or endangers national security as reviewed and determined by competent authorities under the State Council in accordanc
326、ewith law;(3)if there are material ownership disputes over the equity,major assets,and core technology,etc.of the issuer;(4)if,in the past threeyears,the domestic enterprise or its controlling shareholders or actual controllers have committed corruption,bribery,embezzlement,misappropriation of prope
327、rty,or other criminal offenses disruptive to the order of the socialist market economy,or are currently under judicialinvestigation for suspicion of criminal offenses,or are under investigation for suspicion of major violations;(5)if,in past three years,directors,supervisors,or senior executives hav
328、e been subject to administrative punishments for severe violations,or are currently under judicial investigationfor suspicion of criminal offenses,or are under investigation for suspicion of major violations;(6)other circumstances as prescribed by the StateCouncil.The Draft Administration Provisions
329、 defines the legal liabilities of breaches such as failure in fulfilling filing obligations or fraudulentfiling conducts,imposing a fine between RMB 1 million and RMB 10 million,and in cases of severe violations,a parallel order to suspend relevantbusiness or halt operation for rectification,revoke
330、relevant business permits or operational license.The Draft Rules Regarding Overseas Listing,if enacted,may subject us to additional compliance requirement in the future,and we cannotassure you that we will be able to get the clearance of filing procedures under the Draft Rules Regarding Overseas Lis
331、t on a timely basis,or at all.Any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue tooffer our ordinary shares,cause significant disruption to our business operations,and severely damage our reputation,which
332、would materially andadversely affect our financial condition and results of operations and cause our ordinary shares to significantly decline in value or becomeworthless.However,as of the date of this prospectus,as advised by our PRC counsel,Tianyuan Law Firm,it is uncertain when the AdministrationP
333、rovision and the Draft Overseas Listing Regulations will take effect or if they will take effect as currently drafted,hence we are currently notrequired to complete the filing procedures and submit the relevant information to CSRC.On December 28,2021,the Cyberspace Administration of China jointly with the relevant authorities formally published Measures forCybersecurity Review(2021)which took effe