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1、2022/12/13https:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htmhttps:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htm1/193F-1/A 1 ea159660-f1a7_zhongyang.htm AMENDMENT NO.7 TO FORM F-1As filed with the U.S.Securities and
2、Exchange Commission on May 10,2022Registration No. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 AMENDMENT NO.7 TOFORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Zhong Yang Financial Group Limited(Exact Name of Registrant as Specified in its Charter)Not
3、Applicable(Translation of Registrants name into English)Cayman Islands 6199 N/A(State or Other Jurisdiction ofIncorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)118 Connaught Road WestRoom 1101Hong Kong+852-3107-0731(Address,includi
4、ng zip code,and telephone number,including area code,of Registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168+1-212-947-7200(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:William S.Rosenst
5、adt,Esq.Mengyi“Jason”Ye,Esq.Yarona L.Yieh,Esq.Ortoli Rosenstadt LLP 366 Madison Avenue,3rd Floor New York,NY 10017 T:212-588-0022Ying Li,Esq.Guillaume de Sampigny,Esq.Lisa Forcht,Esq.Hunter Taubman Fischer&Li LLC48 Wall Street,Suite 1100New York,NY 10005T:212-530-2210 Approximate date of commencemen
6、t of proposed sale to the public:As soon as practicable after effectiveness of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the SecuritiesAct of 1933,check the following box.If this Fo
7、rm 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 the earlier effective registration statement for the same offering.If this Form is a post-effective amendm
8、ent filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the SecuritiesAct registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securitie
9、s Act,check the following box and list the SecuritiesAct registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growt
10、h company If 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 pursuantto Section 7(
11、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 5,2012.2022/12/13https:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-
12、f1a7_zhongyang.htmhttps:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htm2/193 The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theregistrant shall file a further amendment which
13、 specifically states that this registration statement shall thereafter become effective inaccordance with Section 8(a)of the Securities Act of 1933 or until this registration statement shall become effective on such date as theCommission,acting pursuant to said Section 8(a),may determine.2022/12/13h
14、ttps:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htmhttps:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htm3/193 The information in this prospectus is not complete and may be changed.We may not sell the securities until th
15、e registration statementfiled with the Securities and Exchange Commission is effective.This prospectus is not an offer to sell these securities and it is notsoliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.SUBJECT TO COMPLETION PRELIMINARY PR
16、OSPECTUS DATED ,2022 Zhong Yang Financial Group Limited 5,000,000 Ordinary Shares We are offering 5,000,000 ordinary shares,par value US$0.001 per share(the Ordinary Shares”),of Zhong Yang Financial Group Limited(“ZYFGL”,the“Company”,“we”,“our”,“us”).This is the initial public offering of our Ordina
17、ry Shares.We anticipate the initial publicoffering price to be between US$5.00 and US$6.00 per share.Prior to this offering,there has been no public market for our Ordinary Shares.We have applied to list our Ordinary Shares on the NasdaqCapital Market under the symbol“TOP”.This offering is contingen
18、t upon us listing our Ordinary Shares on the Nasdaq Capital Market oranother national exchange.There can be no assurance that we will be successful in listing our Ordinary Shares on the Nasdaq Capital Market.Investors are cautioned that you are buying shares of a Cayman Islands holding company with
19、operations conducted in Hong Kong byits subsidiaries.ZYFGL is a holding company incorporated in the Cayman Islands with no material operations of its own.As a holding company with nomaterial operations of its own,ZYFGL conducts its operations in Hong Kong through its subsidiaries,Zhong Yang Securiti
20、es Limited(“ZYSL”)and Zhong Yang Capital Limited(“ZYCL”),both incorporated in Hong Kong,and WIN100 TECH Limited,incorporated in theBritish Virgin Islands(“WIN100 TECH”,and collectively with ZYSL and ZYCL,the“Operating Subsidiaries”).The Ordinary Shares offered inthis offering are shares of ZYFGL,the
21、 Cayman Islands holding company,instead of shares of the Operating Subsidiaries.Investors in thisoffering will not directly hold equity interests in the Operating Subsidiaries.Investing in our Ordinary Shares involves a high degree of risk,including the risk of losing your entire investment.See“Risk
22、 Factors”beginning on page 16 to read about factors you should consider before buying our Ordinary Shares.Our Operating Subsidiaries conduct their business in Hong Kong,a Special Administrative Region of the PRC,and some of the clients of theOperating Subsidiaries are PRC individuals or companies th
23、at have shareholders or directors that are PRC individuals.As of the date of thisprospectus,we are not subject to the Chinese governments direct influence or discretion over the manner in which we conduct our businessactivities outside of the PRC,even though our clients may be PRC-based.In addition,
24、we do not expect to be materially affected by recentstatements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/orforeign investment in China-based issuers,including,but not limited to the cybersecurity review and regul
25、atory review of overseas listing of ourOrdinary Shares through an offshore holding company.However,due to long arm provisions under the current PRC laws and regulations,thereremains regulatory uncertainty with respect to the implementation and interpretation of laws in China.We are also subject to t
26、he risks ofuncertainty about any future actions the Chinese government or authorities in Hong Kong may take in this regard.Should the Chinese government choose to exercise significant oversight and discretion over the conduct of our business,they may intervene inor influence our operations.Such gove
27、rnmental actions:could result in a material change in our operations;could hinder our ability to continue to offer securities to investors;and may cause the value of our Ordinary Shares to significantly decline or be worthless.Additionally,although we own 100%equity interest in our Operating Subsidi
28、aries and currently do not have,nor intend to have,any contractualarrangements to establish a variable interest entity(“VIE”)structure with any entity in China,we are still subject to certain legal and operationalrisks associated with our Operating Subsidiaries being based in Hong Kong and having cl
29、ients who are PRC individuals or companies that haveshareholders or directors that are PRC individuals.We are aware that recently,the PRC government initiated a series of regulatory actions andstatements to regulate business operations in certain areas in China with little advance notice,including c
30、racking down on illegal activities in thesecurities market,enhancing supervision over China-based companies listed overseas using a variable interest entity structure,adopting newmeasures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.See“Prospect
31、us Summary-Recent Regulatory Development in the PRC”beginning on page 10.2022/12/13https:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htmhttps:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htm4/193 As advised by Guangdong W
32、esley Law Firm,our counsel with respect to certain PRC legal matters,given that(1)our Operating Subsidiariesare located in Hong Kong,(2)we have no subsidiary,VIE structure nor any direct operations in mainland China,and(3)pursuant to the BasicLaw of the Hong Kong Special Administrative Region(the“Ba
33、sic Law”),which is a national law of the PRC and the constitutional documentfor Hong Kong,national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law(which isconfined to laws relating to defense and foreign affairs,as well as other matters outside
34、 the autonomy of Hong Kong),we do not presentlyforesee material changes to our Operating Subsidiaries operations or the value of our Ordinary Shares resulting from the legal and operationalrisks relating to the PRC regulations which,in the event such regulatory actions are found to apply,could signi
35、ficantly limit or completelyhinder our ability to complete this offering or cause the value of our Ordinary Shares to significantly decline or become worthless.However,as further advised by Guangdong Wesley Law Firm,since these statements and regulatory actions are new,it is highly uncertain howsoon
36、 the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailedimplementations and interpretations will be modified or promulgated,if any.It is also highly uncertain what the potential impact such modifiedor new laws and regulations w
37、ill have on our Operating Subsidiaries daily business operations,their ability to accept foreign investments andthe listing of our Ordinary Shares on a U.S.or other foreign exchanges.See“Risk Factors Risks Relating to Doing Business in theJurisdictions in which we Operate”beginning on page 16.Furthe
38、rmore,as more stringent criteria,including the Holding Foreign Companies Accountable Act,or the HFCC Act,have been imposed bythe SEC and the Public Company Accounting Oversight Board,or the PCAOB,recently,our Ordinary Shares may be prohibited from trading ifour auditor cannot be fully inspected.Our
39、auditor,Friedman LLP,the independent registered public accounting firm that issues the audit reportincluded in this prospectus,as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB,issubject to laws in the United States pursuant to which the PC
40、AOB conducts regular inspections to assess Friedman LLPs compliance withapplicable professional standards.Friedman LLP is headquartered in Manhattan,New York with no branches or offices outside the UnitedStates and has been inspected by the PCAOB on a regular basis,with the last inspection in June 2
41、018.Therefore,we believe that,as of the dateof this prospectus,our auditor is not subject to the determinations announced by the PCAOB on December 16,2021 relating to the PCAOBsinability to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PR
42、C or Hong Kongbecause of a position taken by one or more authorities in the PRC or Hong Kong.See“Risk Factors Risks Relating to Our Ordinary Sharesand this Offering Our Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign CompaniesAccountable Act(the“H
43、FCA Act”),if the Public Company Accounting Oversight Board(the“PCAOB”)is unable to inspect our auditors forthree consecutive years beginning in 2021.The delisting of our Ordinary Shares,or the threat of their being delisted,may materially andadversely affect the value of your investment”on page 19.W
44、e cannot assure you whether Nasdaq or other regulatory authorities will applyadditional or more stringent criteria to us.Such uncertainty could cause the market price of our Ordinary Shares to be materially and adverselyaffected.Our management monitors the cash position of each entity within our org
45、anization regularly and prepare budgetson a monthly basis to ensure each entity has the necessary funds to fulfill its obligation for the foreseeablefuture and to ensure adequate liquidity.In the event that there is a need for cash or a potential liquidityissue,it will be reported to our Chief Finan
46、cial Officer and subject to approval by our board of directors,we will provide fundings to the subsidiaries through loans or capital contributions.For ZYFGL to transfer cash toits subsidiaries,ZYFGL is permitted under the laws of the Cayman Islands to provide funding to its subsidiaries incorporated
47、 in the BritishVirgin Islands and Hong Kong through loans or capital contributions without restrictions on the amount of the funds.ZYFGLs subsidiariesformed under the laws of the British Virgin Islands are permitted under the laws of the British Virgin Islands to provide funding to theirrespective s
48、ubsidiaries through loans or capital contributions without restrictions on the amount of the funds.As a holding company,ZYFGLmay rely on dividends and other distributions on equity paid by its subsidiaries for its cash and financing requirements.According to the BVIBusiness Companies Act 2004(as ame
49、nded),a British Virgin Islands company may make dividends distribution to the extent that immediatelyafter the distribution,such companys assets do not exceed its liabilities and that such company is able to pay its debts as they fall due.According to the Companies Ordinance of Hong Kong,a Hong Kong
50、 company may only make a distribution out of profits available fordistribution.If any of ZYFGLs subsidiaries incurs debt on its own behalf in the future,the instruments governing such debt may restrict theirability to pay dividends to ZYFGL.The following describes the dividends and distributions mad
51、e by our subsidiaries.On March 24,2020,ZYSL and ZYCL declared interim cash dividends of HK$3.9 million(approximately US$0.5 million)and HK$1.5million(approximately US$0.2 million),respectively,to the then sole shareholder,i.e.the Predecessor Parent Company,Zhong YangHoldings Limited.As of March 31,2
52、020,the dividend declared by ZYCL has been fully settled by directly deducting the dividendamount from the amount due from Zhong Yang Holdings Limited,and the dividend declared by ZYSL was recorded as dividendpayable.On June 19,2020,ZYSL settled such dividend payable in cash.On November 25,2020,ZYSL
53、 declared an interim cash dividend of HK$24.8 million(equivalent to$3.2 million)to its soleshareholder ZYSL(BVI),following which event ZYSL(BVI)declared an interim cash dividend to its sole shareholder,ZYFGL,andZYFGL declared an interim cash dividend to its shareholders for the same amount on the sa
54、me day.None of the shareholders ofZYFGL at the time was a U.S.person.Without any withholding tax levied on dividends in Hong Kong,British Virgin Islands,andCayman Islands,the interim cash dividends were settled with the shareholders in cash on November 25,2020.On January 19,2021,ZYSL declared an int
55、erim cash dividend of HK11.6 million(equivalent to US$1.5 million)to the then soleshareholder,the Predecessor Parent Company.The dividend was settled with the Predecessor Parent Company in cash in threeinstallments of US$0.5 million each on January 19,2021,January 20,2021 and March 3,2021.2022/12/13
56、https:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htmhttps:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htm5/193 ZYGFL has not made any dividends or distributions to U.S.investors as of the date of this prospectus.ZYFGL a
57、nd its subsidiaries do not haveany plans to distribute earnings in the foreseeable future.For more detailed discussion of how cash is transferred among ZYFGL and itssubsidiaries,see“Prospectus SummaryTransfers of Cash Between Our Company and Our Subsidiaries”beginning on page 6,“DividendPolicy”on pa
58、ge 43 and the audited consolidated financial statements and the accompanying footnotes beginning on F-1 of this prospectus.ZYFGL is an“Emerging Growth Company”under applicable U.S.federal securities laws and is,therefore,eligible for reduced public companyreporting requirements.Please read“Implicati
59、ons of Our Being an Emerging Growth Company”beginning on page 12 of this prospectus formore information.Upon the completion of this offering,the outstanding shares of ZYFGL will consist of 35,000,000 Ordinary Shares,assuming the underwritersdo not exercise their over-allotment option to purchase add
60、itional Ordinary Shares,or 35,750,000 Ordinary Shares,assuming the over-allotmentoption is exercised in full.ZYFGL will be a“controlled company”as defined under the Nasdaq Stock Market Rules because,immediately afterthe completion of this offering,Zhong Yang Holdings(BVI)Limited,the controlling shar
61、eholder of ZYFGL,will own 85.71%of the totalissued and outstanding Ordinary Shares,representing 85.71%of the total voting power,assuming that the underwriters do not exercise theirover-allotment option,or 83.92%of the total issued and outstanding Ordinary Shares,representing 83.92%of the total votin
62、g power,assumingthat the over-allotment option is exercised in full.Per Share Total(4)Offering price(1)US$5.50 US$27,500,000 Underwriting discounts(2)US$0.385 US$1,925,000 Proceeds to our company before expenses(3)US$5.115 US$25,575,000 (1)Initial public offering price per share is assumed as US$5.5
63、0,which is the midpoint of the range set forth on the cover page of thisprospectus.(2)We have agreed to pay the underwriters a discount equal to(i)7%of the gross proceeds of the offering for investors introduced to us by theunderwriters and(ii)3.5%of the gross proceeds for investors sourced by the C
64、ompany.This table assumes all investors are introduced to usby the underwriters.We have agreed to issue to the underwriters,on the applicable closing date of this offering,warrants(the“Underwriters Warrants”)in an amount equal to 6%of the aggregate number of Ordinary Shares sold by us in this offeri
65、ng.For adescription of other terms of the Underwriters Warrants and a description of the other compensation to be received by the underwriters,see“Underwriting”beginning on page 119.(3)Excludes fees and expenses payable to the underwriters.The total amount of underwriters expenses related to this of
66、fering is set forth inthe section entitled“Expenses Relating to This Offering”on page 124.(4)Assumes that the underwriters do not exercise any portion of their over-allotment option.2022/12/13https:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htmhttps:/www.sec.
67、gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htm6/193 Neither the U.S.Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approvedor disapproved of these securities or determined if this prospectus is truthful or comp
68、lete.Any representation to the contrary is acriminal offense.This offering is being conducted on a firm commitment basis.The underwriters are obligated to take and pay for all of the shares if any suchshares are taken.We have granted the underwriters an option,exercisable one or more times in whole
69、or in part,to purchase up to 750,000additional Ordinary Shares from us at the initial public offering price,less underwriting discounts,within 45 days from the closing of thisoffering to cover over-allotments,if any.If the underwriters exercise the option in full,assuming the public offering price p
70、er share is US$5.50,the total underwriting discounts payable will be US$2,213,750,and the total proceeds to us,before expenses,will be US$28,520,899.We expect our total cash expenses for this offering to be approximately US$890,351,including cash expenses payable to the underwriters fortheir reasona
71、ble out-of-pocket expenses,exclusive of the above discounts.If we complete this offering,net proceeds will be delivered to us on the closing date.The underwriters expect to deliver the Ordinary Shares against payment as set forth under“Underwriting”,on or about ,2022.The date of this prospectus is,2
72、022 2022/12/13https:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htmhttps:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htm7/193 TABLE OF CONTENTS DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTSivPROSPECTUS SUMMARY1THE OFFE
73、RING15RISK FACTORS16ENFORCEABILITY OF CIVIL LIABILITIES41USE OF PROCEEDS42DIVIDEND POLICY43CAPITALIZATION44DILUTION45MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS46OUR INDUSTRY68BUSINESS73REGULATION91MANAGEMENT98PRINCIPAL SHAREHOLDERS103RELATED PARTY TRANSACTIO
74、NS104DESCRIPTION OF SHARE CAPITAL105SHARES ELIGIBLE FOR FUTURE SALE115TAXATION116UNDERWRITING119EXPENSES RELATING TO THIS OFFERING124LEGAL MATTERS125EXPERTS125WHERE YOU CAN FIND ADDITIONAL INFORMATION125INDEX TO FINANCIAL STATEMENTSF-1 i2022/12/13https:/www.sec.gov/Archives/edgar/data/1848275/000121
75、390022025273/ea159660-f1a7_zhongyang.htmhttps:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htm8/193 Neither we nor any of the underwriters have authorized anyone to provide you with any information or to make any representations other thanas contained in this p
76、rospectus or in any free writing prospectuses we have prepared.Neither we nor the underwriters take responsibility for,andprovide no assurance about the reliability of,any information that others may give you.This prospectus is an offer to sell only the securitiesoffered hereby,but only under circum
77、stances and in jurisdictions where it is lawful to do so.The information contained in this prospectus isaccurate only as of the date of this prospectus,regardless of the time of delivery of this prospectus or any sale of the securities.Our business,financial condition,results of operations and prosp
78、ects may have changed since that date.No action is being taken in any jurisdiction outside the U.S.to permit a public offering of our securities or possession or distribution of thisprospectus in any such jurisdiction.Persons who come into possession of this prospectus in jurisdictions outside the U
79、.S.are required to informthemselves about and to observe any restrictions about this offering and the distribution of this prospectus applicable to those jurisdictions.Through and including _,2022(the 25th day after the date of this prospectus),all dealers effecting transactions in these securities,
80、whether or not participating in this offering,may be required to deliver a prospectus.This is in addition to a dealers obligation to deliver aprospectus when acting as an underwriter and with respect to an unsold allotment or subscription.We obtained statistical data,market data and other industry d
81、ata and forecasts used in this prospectus from market research,publicly availableinformation and industry publications.While we believe that the statistical data,industry data and forecasts and market research are reliable,wehave not independently verified the data.ii2022/12/13https:/www.sec.gov/Arc
82、hives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htmhttps:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htm9/193 Conventions Which Apply to this Prospectus Unless we indicate otherwise,all information in this prospectus assumes no exercise by
83、the underwriters of their over-allotment option topurchase up to 750,000 additional Ordinary Shares from us.Except where the context otherwise requires and for purposes of this prospectus only the term:“Asian investors”refers to the Asian population around the globe.“China”or“PRC”refers to the Peopl
84、es Republic of China,excluding,for the purpose of this prospectus only,Taiwan;“Controlling Shareholder”refers to Zhong Yang Holdings(BVI)Limited;“HK$”or“Hong Kong dollars”refers to the legal currency of Hong Kong;“HKSFC”refers to the Securities and Futures Commission of Hong Kong;“HKSFO”refers to th
85、e Securities and Futures Ordinance(Cap.571)of Honk Kong;“Hong Kong”refers to Hong Kong Special Administrative Region of the Peoples Republic of China;“Ordinary Shares”refers to the Companys ordinary shares,par value US$0.001 per share;“Operating Subsidiaries”refers to WIN100 TECH,ZYCL and ZYSL;“Pred
86、ecessor Parent Company”or“ZYHL”refers to Zhong Yang Holdings Limited,a company with limited liability under the laws ofHong Kong.“SEC”refers to the United States Securities and Exchange Commission;“SEHK”refers to the Stock Exchange of Hong Kong Limited;“US$”or“U.S.dollars”refers to the legal currenc
87、y of the United States;“WIN100 TECH”refers to WIN100 TECH Limited,a company incorporated under the laws of British Virgin Islands.“ZYAL BVI”refers to ZYAL(BVI)Limited,a company incorporated under the laws of British Virgin Islands.“ZYCL”refers to Zhong Yang Capital Limited,a company with limited lia
88、bility under the laws of Hong Kong.“ZYCL BVI”refers to ZYCL(BVI)Limited,a company incorporated under the laws of British Virgin Islands.“ZYFGL”,the“Company”,“we,”“us,”“or“our”refers to Zhong Yang Financial Group Limited,a Cayman Islands exemptedcompany,and,in the context of describing its operation
89、and business,its subsidiaries.“ZYNL BVI”refers to ZYNL(BVI)Limited,a company incorporated under the laws of British Virgin Islands.“ZYSL”refers to Zhong Yang Securities Limited,a company with limited liability under the laws of Hong Kong.“ZYSL BVI”refers to ZYSL(BVI)Limited,a company incorporated un
90、der the laws of British Virgin Islands.“ZYTL BVI”refers to ZYTL(BVI)Limited,a company incorporated under the laws of British Virgin Islands.ZYFGL is a holding company with operations conducted in Hong Kong through its operating subsidiaries in Hong Kong,using Hong Kongdollars.The reporting currency
91、is U.S.dollars.Assets and liabilities denominated in foreign currencies are translated at year-end exchange rates,income statement accounts are translated at average rates of exchange for the year and equity is translated at historical exchange rates.Anytranslation gains or losses are recorded in ot
92、her comprehensive income(loss).Gains or losses resulting from foreign currency transactions areincluded in net income.The conversion of Hong Kong dollars into U.S.dollars are based on the exchange rates set forth in the H.10 statisticalrelease of the Board of Governors of the Federal Reserve System.
93、Unless otherwise noted,all translations from Hong Kong dollars to U.S.dollars and from U.S.dollars to Hong Kong dollars in this prospectus were made at a year-end spot rate of HK$7.7746 to US$1.00 or anaverage rate of HK$7.7526 to US$1.00.On March 31,2020,the year-end spot rate and average rate for
94、Hong Kong dollars were,respectively,HK$7.7513 to US$1.00 and HK$7.8167 to US$1.00.On September 30,2021,the period-end exchange rate and average rate for Hong Kongdollars were,HK$7.7850 to US$1.00 and HK$7.7718 to US$1.00,respectively.iii2022/12/13https:/www.sec.gov/Archives/edgar/data/1848275/000121
95、390022025273/ea159660-f1a7_zhongyang.htmhttps:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htm10/193 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that reflect our current expectations and views of future ev
96、ents,all of which are subject torisks and uncertainties.Forward-looking statements give our current expectations or forecasts of future events.You can identify these statementsby the fact that they do not relate strictly to historical or current facts.You can find many(but not all)of these statement
97、s by the use of wordssuch as“approximates,”“believes,”“hopes,”“expects,”“anticipates,”“estimates,”“projects,”“intends,”“plans,”“will,”“would,”“should,”“could,”“may”or other similar expressions in this prospectus.These statements are likely to address our growth strategy,financial results andproduct
98、and development programs.You must carefully consider any such statements and should understand that many factors could causeactual results to differ from our forward-looking statements.These factors may include inaccurate assumptions and a broad variety of other risksand uncertainties,including some
99、 that are known and some that are not.No forward-looking statement can be guaranteed and actual futureresults may vary materially.Factors that could cause actual results to differ from those discussed in the forward-looking statements include,butare not limited to:our goals and strategies;our future
100、 business development,financial condition and results of operations;introduction of new product and service offerings;expected changes in our revenues,costs or expenditures;our expectations regarding the demand for and market acceptance of our products and services;expected growth of our customers,i
101、ncluding consolidated account customers;competition in our industry;government policies and regulations relating to our industry;and uncertainty about the spread of the COVID-19 virus and the impact it may have on the Companys operations,the demand for theCompanys products and services,and economic
102、activity in general;and We describe certain material risks,uncertainties,and assumptions that could affect our business,including our financial condition and results ofoperations,under“Risk Factors.”We base our forward-looking statements on our managements beliefs and assumptions based on informatio
103、navailable to our management at the time the statements are made.We caution you that actual outcomes and results may,and are likely to,differmaterially from what is expressed,implied or forecast by our forward-looking statements.Accordingly,you should be careful about relying onany forward-looking s
104、tatements.Except as required under the federal securities laws,we do not have any intention or obligation to updatepublicly any forward-looking statements after the distribution of this prospectus,whether as a result of new information,future events,changesin assumptions,or otherwise.iv2022/12/13htt
105、ps:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htmhttps:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htm11/193 PROSPECTUS SUMMARY The following summary is qualified in its entirety by,and should be read in conjunction wit
106、h,the more detailed information and financialstatements included elsewhere in this prospectus.In addition to this summary,we urge you to read the entire prospectus carefully,especiallythe risks of investing in our Ordinary Shares,discussed under“Risk Factors,”before deciding whether to buy our Ordin
107、ary Shares.Our Mission Our goal is to become the preferred online trading platforms for Asian investors worldwide.Overview ZYFGL is a holding company incorporated in the Cayman Islands with operations conducted in Hong Kong by its Operating Subsidiaries,ZYSL and ZYCL,both incorporated in Hong Kong,a
108、nd WIN100 TECH,incorporated in the British Virgin Islands.We are an onlinebrokerage firm located in Hong Kong specializing in the trading of local and foreign equities,futures,and options products.We create valuefor our customers by providing reliable trading platforms,user-friendly web and app inte
109、rface,and seamless customer support.Our OperatingSubsidiaries generate revenues primarily by charging commission fees on futures transactions at a flat rate for each futures transactioncontract.Currently our customers are mainly high volume and frequency trading institutional and individual investor
110、s.Our clients primarilyreside in Asia and we are currently focusing on expanding our customer base to Southeast Asian investors.Our trading platforms,which ourOperating Subsidiaries license from third parties,enable investors to place trades on more than 100 futures products on multiple exchangesaro
111、und the world including the Chicago Mercantile Exchange(CME),Hong Kong Futures Exchange Limited(HKFE),The New YorkMercantile Exchange(NYMEX),The Chicago Board of Trade(CBOT),The Commodity Exchange(COMEX),Eurex Exchange(EUREX),ICE Clear Europe Limited(ICEU),Singapore Exchange(SGX),Australia Securitie
112、s Exchange(ASX),Bursa Malaysia Derivatives Berhad(BMD),and Osaka Exchange(OSE).Our continuous efforts focused on offering value-added services and access to exchanges around theglobe,together with user friendly experience,have enabled us to become a fast-growing online trading platform.The trading v
113、olume offutures contracts was 9.20 million trades in fiscal year 2020,9.61 million trades in fiscal year 2021,and 1.44 million trades during the sixmonths ended September 30,2021.Our total registered customer number increased from 226 as of March 31,2020 to 247 as of March 31,2021,and further increa
114、sed to 290 as of September 30,2021.In fiscal year 2020,we had 77 revenue-generating accounts,including 61accounts for futures trading and 16 accounts for securities trading.In fiscal year 2021,we had 49 revenue-generating accounts in total,including 33 accounts for futures trading and 16 accounts fo
115、r securities trading.During the six months ended September 30,2021,we had 61revenue-generating accounts in total,including 15 accounts for futures trading,8 accounts for securities trading,29 accounts for structurednotes subscriber services and 9 accounts for trading solution services.Our Operating
116、Subsidiaries conduct the futures and stock brokerage business through two trading platforms,Esunny for futures trading and2Go for stock trading,both of which were licensed from third parties and can be easily accessed through our application,or APP,software,and websites.The two platforms are designe
117、d to provide our clients access to our seamless,efficient,and secure trading platforms.We offerour customers comprehensive brokerage and value-added services,including trade order placement and execution,account management,andcustomer support.Given the importance of trading systems in our services,w
118、e strive to continuously enhance our IT infrastructure.During the fiscal years ended March 31,2021 and 2020,our Operating Subsidiaries provided futures brokerage services and other services(including stock brokerage,options brokerage,consulting services,currency exchange services,structured note sub
119、scriber services,marginfinancing services).During the six months ended September 30,2021,our Operating Subsidiaries started providing trading solution services.Our revenues were US$16.9 million and US$16.5 million for the years ended March 31,2021 and 2020,respectively,and US$3.2 million andUS$8.7 m
120、illion for the six months ended September 30,2021 and 2020,respectively.Commissions on futures brokerage accounted for95.1%,and 98.1%of the total revenues for the years ended March 31,2021 and 2020,respectively,and 75.7%and 97.3%of the totalrevenues for the six months ended September 30,2021 and 202
121、0,respectively.Revenues from the trading solution services accounted for30.5%of the total revenues for the six months ended September 30,2021.Additionally,our Operating Subsidiaries provide other financialservices including stock brokerage,options brokerage,consulting services,currency exchange serv
122、ices,structured note subscriber services,margin financing services to our clients.,Revenues generated from stock brokerage,consulting services,currency exchange services andstructured note subscriber services accounted for 2.1%and 1.4%of total revenues,during the fiscal years ended March 31,2021 and
123、 2020,respectively,and 9.2%and 1.9%of total revenues during the six months ended September 30,2021 and 2020,respectively.We did notgenerate revenue from options trading services or margin financing services for the fiscal years ended March 31,2021 and 2020 and for thesix months ended September 30,20
124、21.Our top five customers accounted for 91.6%and 64.8%of our total revenues for the years endedMarch 31,2021 and 2020,respectively,and 94.8%and 92.0%of our total revenues for the six months ended September 30,2021 and 2020,respectively.12022/12/13https:/www.sec.gov/Archives/edgar/data/1848275/000121
125、390022025273/ea159660-f1a7_zhongyang.htmhttps:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htm12/193 We have achieved substantial growth since the launch of our operation of online brokerage services,as illustrated by the chart below whichsets forth the number
126、of futures contracts we have executed from January 1,2017 to September 30,2021,organized by calendar quarter.The number of futures contracts executed in each period depends on factors including,but not limited to,economic and political conditions,market conditions,pricing of future contracts,and the
127、 clients risk appetite.By the end of 2019 to the first half of 2020,the Southeast Asianfinancial market faced a number of uncertainties such as the outbreak of COVID-19.Trading activities dropped which impacted our fiscalquarters ended December 31,2019 and March 31,2020.As the COVID-19 pandemic beca
128、me under relative control,trading activitiesrecovered and remain moderately stable since the fiscal quarter ended on June 30,2020.We intend to leverage our competitive strengths to sustain and grow our business,namely,to provide our clients with fast and reliable accessto financial markets through o
129、ur personalized client services and efficient organizational structure.In particular,we plan to expand ourservices offering and continue integrating value-added services,including CFD products and services and asset management.Impact of COVID-19 and our Responses and Opportunities Since early 2020,t
130、he ongoing COVID-19 pandemic has caused significant disruption to worldwide economic activities,including economicactivities in Hong Kong where our Operating Subsidiaries are located,and in China,where our significant customer base is located.TheChinese government and the local Hong Kong government
131、have imposed travel restrictions and quarantine requirements in response toCOVID-19 from time to time in different regions.These measures hinder our client development,as clients who do not currently reside inHong Kong could not easily travel to Hong Kong to open bank accounts,which affect their abi
132、lity to trade on our platform.We havesuspended face-to-face account opening,and instead implemented remote KYC procedures,which have partially compensated for thechallenges caused by COVID-19 related restrictions.Through our timely adaptation to remote procedures,our total registered customernumber
133、increased from 226 as of March 31,2020 to 247 as of March 31,2021,and further increased to 290 as of September 30,2021.Infiscal year 2020,through our Operating Subsidiaries,we had 77 revenue-generating accounts in total,including 61 accounts for futurestrading and 16 accounts for securities trading.
134、In fiscal year 2021,through our Operating Subsidiaries,we had 49 revenue-generating accountsin total,including 33 accounts for futures trading and 16 accounts for securities trading.During the six months ended September 30,2021,wehad 61 revenue-generating accounts in total,including 15 accounts for
135、futures trading,8 accounts for securities trading,29 accounts forstructured notes subscriber services and 9 accounts for trading solution services.We have taken other measures to reduce the impact of theCOVID-19 pandemic,including,but not limited to,monitoring employees health on a daily basis,upgra
136、ding our telecommuting system andoptimizing technology system to support potential growth in clients trading activities.During the period from April 2020 to March 2021,thetrading volume of future contracts slightly increased by 4.37%year on year.During the period from April 2021 to September 2021,th
137、etrading volume of future contracts decreased by 71.4%year on year.We believed the decrease was caused by the investors reduced risktolerance as a result of capital market volatility.However,we are uncertain as to when the COVID-19 pandemic will be constrained,so thesegovernment measures could conti
138、nue to hinder us for a prolonged period of time,and we cannot guarantee our current remote procedures willbe sufficient to allow us to attain our target growth in the future.In addition,whether the COVID-19 will lead to a prolonged downturn in theeconomy is still unknown,and we cannot be certain if
139、a prolonged downturn in the economy will affect our clients trading activities.Although the COVID-19 pandemic has not severely affected our financial result so far,we cannot assure you that it will not materially andadversely affect our business,financial condition,and operations in the future.Our I
140、ndustry According to the Futures Industry Association,the trading activities of exchange-traded futures and options around the globe have hit arecord-high in 2020 with a total of 46,767.5 million contracts.Specifically,the Asia-Pacific region is the largest region in terms of tradingvolume of future
141、s and options contracts,followed by North America.The number of traded futures and options contracts in Asia-Pacificincreased from 14,503.2 million in 2019 to 20,147.1 million in 2020,at a year-on-year growth of 38.9%.22022/12/13https:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159
142、660-f1a7_zhongyang.htmhttps:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htm13/193 Hong Kong is one of the Companys major markets for its securities brokerage services.According to data published by the Stock Exchangeof Hong Kong Limited,the capitalization of t
143、he securities market in Hong Kong grew from HK$33,998 billion in 2017 to HK$47,523 billionin 2020.The total turnover of the securities market in Hong Kong,which measures the dollar value of the total number of traded shares,increased from HK$21,709.2 billion in 2017 to HK$32,110 billion in 2020.The
144、Company currently pursues a niche market strategy in Hong Kong and plans to expand to Southeast Asia as the first step in achieving thefinal goal of becoming the preferred online trading platforms for Asian investors worldwide,including the United States.Southeast Asia iswidely acknowledged as the w
145、orlds emerging growth engine.According to Monitor Deloitte,the ten markets that make up the Association ofSoutheast Asia Nations(ASEAN)form the 6th largest economy in the world and is projected to become the 4th largest by 2025.In light of thegrowing opportunities and our existing customer base prim
146、arily residing in Asia,we are currently focusing on expanding our customer base toSoutheast Asian investors.There are emerging trends in the region such as increasing wealth and a rapidly growing middle class due to thebooming economy which we intend to capitalize on.Our Competitive Strengths We bel
147、ieve that the following competitive strengths contribute to our success and differentiate us from our competitors:Experienced management and talented team;Streamlined and efficient organizational structure;and Access to important global exchanges.Our Strategies Our business model and competitive str
148、engths provide us with multiple avenues for growth.We intend to execute the following key strategies:Expand demographic coverage to serve investors in Southeast Asia;Enhance our services and expand our product offering,including Contract for Difference(CFD)products and services;and Build a well-reco
149、gnized and respected brand and increase customer loyalty.32022/12/13https:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htmhttps:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htm14/193 Our Challenges The successful execution
150、 of our growth strategies is subject to risks and uncertainties related to our businesses,including those relating to:The relatively short operating history of our businesses;Unfavorable financial market and economic conditions;Our ability to compete effectively in the financial services industry;Ou
151、r ability to recruit and retain key management and professional staff;Our ability to identify and control risks;Our ability to comply with extensive and evolving regulatory requirements;and Our ability to identify and address conflicts of interest,especially in relation to our Controlling Shareholde
152、r and its controllingshareholders.Corporate History We established ZYSL as a company with limited liability under the laws of Hong Kong and commenced our securities and futures brokeragebusiness after obtaining licenses from the Securities and Futures Commission of Hong Kong(“HKSFC”)on March 4,2016
153、and October 18,2016,respectively.To expand our services into asset management services,we obtained the relevant HKSFC licenses on in February 2018through our subsidiary,ZYCL.On March 26,2020,we carried out a series of transactions to reorganize the legal structure of the Company.As part of the reorg
154、anization,Zhong Yang Financial Group Limited(“ZYFGL”)was incorporated under the laws of the Cayman Islands and two wholly-owned BritishVirgin Islands subsidiaries of ZYFGL,ZYSL(BVI)Limited(“ZYSL(BVI)”)and ZYCL(BVI)Limited(“ZYCL(BVI)”),were thenincorporated on August 29,2019.With the approval obtaine
155、d from HKSFC,the ownership interests in ZYSL and ZYCL were transferredfrom Zhong Yang Holdings Limited to ZYSL(BVI)and ZYCL(BVI)on March 26,2020.In support of our plan to expand our securities and futures brokerage services to additional foreign exchanges,two new investment holdingcompanies,namely Z
156、YAL(BVI)Limited(“ZYAL(BVI)”)and ZYNL(BVI)Limited(“ZYNL(BVI)”),were established under the laws ofBritish Virgin Islands on January 7,2021 and January 20,2021,respectively.ZYAL(BVI)aims to obtain the Australian Financial ServicesLicense authorized by Australian Securities and Investments Commission(“A
157、SIC”)to provide financial services to clients through theacquisition of or merger with local licensed entities.ZYNL(BVI)aims at providing financial service in New Zealand and,accordingly,intends to become a Financial Service Provider(“FSP”)registered on the Financial Service Providers Register(“FSPR
158、”)governed by theNew Zealand Companies Office through an acquisition of or a merger with local licensed entities.ZYAL(BVI)and ZYNL(BVI)are bothactively seeking suitable acquisition targets in order to obtain the relevant licenses.As of the date of this prospectus,they have not enteredinto any agreem
159、ent with any targets.42022/12/13https:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htmhttps:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htm15/193 Furthermore,on January 12,2021,we incorporated an IT company,namely ZYTL(BV
160、I)Limited(“ZYTL(BVI)”),with limited liabilityunder the laws of British Virgin Islands for the purpose of strengthening our online trading platforms by either the potential acquisition of asoftware development company or by independent development.These three new subsidiaries have minimum operation a
161、s of the date of thisprospectus.On May 14,2021,we incorporated WIN100 TECH Limited under the laws of British Virgin Islands for the purpose of strengthening ouronline trading platforms by software development and IT support.WIN100 TECH Limited is a Fintech development and IT support company.It provi
162、des trading solutions for clients trading on the worlds major derivatives and stock exchanges.On September 9,2021,the sole shareholder of the Company surrendered 20,000,000 ordinary shares of US$0.001 par value each for noconsideration.In addition,on September 9,2021,the sole shareholder of the Comp
163、any approved and effected an increase of the Companysauthorized share capital from US$50,000,divided into 50,000,000 ordinary shares of a par value of US$0.001 per share,to US$150,000,divided into 150,000,000 ordinary shares of a par value of US$0.001 per share.All references to Ordinary Shares,shar
164、e data,per share data,and related information have been retroactively adjusted,where applicable,in this prospectus to reflect the surrender of Ordinary Shares bythe sole shareholder and the increase of our authorized Ordinary Shares as if these events had occurred at the beginning of the earliest pe
165、riodpresented.Corporate Structure The following diagram illustrates the corporate structure of Zhang Yang Financial Group Limited and its subsidiaries as of the date of thisprospectus,assuming the underwriters do not exercise the over-allotment option:Our Subsidiaries and Business Functions ZYSL(BVI
166、)was incorporated as the investment holding company of ZYSL on August 29,2019 as part of the reorganization.ZYCL(BVI)was incorporated as the investment holding company of ZYCL on August 29,2019 as part of the reorganization.ZYSL was established in accordance with laws and regulations of Hong Kong on
167、 April 22,2015 with a registered capital of HKD 18,000,000(approximately US$2.3 million).ZYSL is a limited liability corporation licensed with HKSFC to carry out regulated activities including Type1 Dealing in Securities and Type 2 Dealing in Futures Contracts.52022/12/13https:/www.sec.gov/Archives/
168、edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htmhttps:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htm16/193 ZYCL was established in accordance with laws and regulations of Hong Kong on September 29,2016 with a registered capital of HKD5,000,00
169、0(approximately US$0.6 million).ZYCL is a limited liability corporation licensed with the HKSFC to carry out regulated activitiesType 4 Advising on Securities,Type 5 Advising on Futures Contracts and Type 9 Asset Management.ZYAL(BVI),ZYTL(BVI)and ZYNL(BVI)were incorporated under the laws of British
170、Virgin Islands on January 7,2021,January 12,2021and January 20,2021.These subsidiaries have minimum operation as of the date of this prospectus.WIN100 TECH Limited was incorporated under the laws of British Virgin Islands on May 14,2021.It is a Fintech development and ITsupport company.It provides t
171、rading solutions for clients trading on the worlds major derivatives and stock exchanges.Holding Company Structure ZYFGL is a holding company incorporated in the Cayman Islands with no material operations of its own.We conduct our operationsprimarily in Hong Kong through our subsidiaries in Hong Kon
172、g.The Ordinary Shares offered in this offering are shares of ZYFGL,theCayman Islands holding company,instead of shares of our Operating Subsidiaries in Hong Kong.Investors in our Ordinary Shares should beaware that they may never directly hold equity interests in our Operating Subsidiaries.As a resu
173、lt of our corporate structure,ZYFGLs ability to pay dividends may depend upon dividends paid by our Operating Subsidiaries.Ifour existing Operating Subsidiaries or any newly formed ones incur debt on their own behalf in the future,the instruments governing theirdebt may restrict their ability to pay
174、 dividends to us.Transfers of Cash between Our Company and Our Subsidiaries Our management monitors the cash position of each entity within our organization regularly and preparebudgets on a monthly basis to ensure each entity has the necessary funds to fulfill its obligation for theforeseeable futu
175、re and to ensure adequate liquidity.In the event that there is a need for cash or apotential liquidity issue,it will be reported to our Chief Financial Officer and subject to approval by ourboard of directors,we will enter into an intercompany loan for the subsidiary.For ZYFGL to transfer cash to it
176、s subsidiaries,ZYFGL is permitted under the laws of the Cayman Islands and its memorandum and articlesof association to provide funding to our subsidiaries incorporated in the British Virgin Islands and Hong Kong through loans or capitalcontributions without restrictions on the amount of the funds.Z
177、YFGLs subsidiaries formed under the laws of the British Virgin Islands arepermitted under the laws of the British Virgin Islands to provide funding to their respective subsidiaries formed in Hong Kong through loansor capital contributions without restrictions on the amount of the funds.For the subsi
178、diaries to transfer cash to ZYFGL,according to the BVI Business Companies Act 2004(as amended),a British Virgin Islandscompany may make dividends distribution to the extent that immediately after the distribution,such companys assets do not exceed itsliabilities and that such company is able to pay
179、its debts as they fall due.According to the Companies Ordinance of Hong Kong,a Hong Kongcompany may only make a distribution out of profits available for distribution.Other than the above,we did not adopt or maintainany cash management policies and procedures as of the date of this prospectus.The fo
180、llowing describes the dividends and distributions made by our subsidiaries.ZYGFL has not made any dividends or distributions to U.S.investors as of the date of this prospectus.On March 24,2020,ZYSL and ZYCL declared interim cash dividends of HK$3.9 million(approximately US$0.5 million)and HK$1.5mill
181、ion(approximately US$0.2 million),respectively,to the then sole shareholder,i.e.the Predecessor Parent Company,Zhong YangHoldings Limited.As of March 31,2020,the dividend declared by ZYCL has been fully settled by directly deducting the dividend amountfrom the amount due from Zhong Yang Holdings Lim
182、ited,and the dividend declared by ZYSL was recorded as dividend payable.On June 19,2020,ZYSL settled such dividend payable in cash.On November 25,2020,ZYSL declared an interim cash dividend of HK$24.8 million(equivalent to$3.2 million)to its sole shareholderZYSL(BVI),following which event ZYSL(BVI)d
183、eclared an interim cash dividend to its sole shareholder,ZYFGL,and ZYFGL declared aninterim cash dividend to its shareholders for the same amount on the same day.None of the shareholders of ZYFGL at the time was a U.S.person.Without any withholding tax levied on dividends in Hong Kong,British Virgin
184、 Islands,and Cayman Islands,the interim cashdividends were settled with the shareholders in cash on November 25,2020.On January 19,2021,ZYSL declared an interim cash dividend of HK11.6 million(equivalent to US$1.5 million)to the then sole shareholder,the Predecessor Parent Company.The dividend was s
185、ettled with the Predecessor Parent Company in cash in three installments of US$0.5million each on January 19,2021,January 20,2021 and March 3,2021.62022/12/13https:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htmhttps:/www.sec.gov/Archives/edgar/data/1848275/00
186、05273/ea159660-f1a7_zhongyang.htm17/193 Under the current practice of the Inland Revenue Department of Hong Kong,no tax is payable in Hong Kong in respect of dividends paid byus.The laws and regulations of the PRC on currency conversion control do not currently have any material impact on
187、 the transfer of cashfrom ZYFGL to ZYSL or ZYCL or from ZYSL or ZYCL to ZYFGL.There are no restrictions or limitations under the laws of Hong Kongimposed on the conversion of HK dollar into foreign currencies and the remittance of currencies out of Hong Kong,nor is there anyrestriction on any foreig
188、n exchange to transfer cash between ZYFGL and its subsidiaries,across borders and to U.S.investors,nor there is anyrestrictions and limitations to distribute earnings from the subsidiaries,to ZYFGL and U.S.investors and amounts owed.For ZYFGL to make dividends to its shareholders,subject to the Comp
189、anies Act(2022 Revision)of the Cayman Islands,which we refer to asthe Companies Act below,and our Amended and Restated Memorandum and Articles of Association,our board of directors may authorizeand declare a dividend to shareholders from time to time out of the profits from the Company,realized or u
190、nrealized,or out of the sharepremium account,provided that the Company will remain solvent,meaning the Company is able to pay its debts as they come due in theordinary course of business.There is no further Cayman Islands statutory restriction on the amount of funds which may be distributed by us in
191、the form of dividends.We do not have any present plan to declare or pay any dividends on our Ordinary Shares in the foreseeable future.We currently intend toretain all available funds and future earnings,if any,for the operation and expansion of our business.Any future determination related to ourdi
192、vidend policy will be made at the discretion of our board of directors after considering our financial condition,results of operations,capitalrequirements,contractual requirements,business prospects and other factors the board of directors deems relevant,and subject to therestrictions contained in a
193、ny future financing instruments,in our Amended and Restated Memorandum and Articles of Association and in theCompanies Act.See“Dividend Policy”on page 43 and“Risk Factors Risks Relating to our Corporate Structure We rely on dividends and otherdistributions on equity paid by the Operating Subsidiarie
194、s to fund any cash and financing requirements we may have,and any limitation onthe ability of the Operating Subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business”on page 16 for more information.Enforceability of Civil Liabilities We are incor
195、porated under the laws of the Cayman Islands as an exempted company with limited liability.Substantially all of our assets arelocated outside the United States.In addition,all of our directors and officers are nationals or residents of jurisdictions other than the UnitedStates and all or a substanti
196、al portion of their assets are located outside the United States.As a result,it may be difficult for investors to effectservice of process within the United States upon us or these persons,or to enforce judgments obtained in U.S.courts against us or them,including judgments predicated upon the civil
197、 liability provisions of the securities laws of the United States or any state in the United States.It may also be difficult for you to enforce judgments obtained in U.S.courts based on the civil liability provisions of the U.S.federalsecurities laws against us and our officers and directors.We have
198、 appointed Cogency Global Inc.as our agent upon whom process may be served in any action brought against us under the securitieslaws of the United States.Harney Westwood&Riegels,our counsel as to the laws of the Cayman Islands has advised us that there is uncertainty as to whether thecourts of the C
199、ayman Islands would(1)recognize or enforce judgments of U.S.courts obtained against us or our directors or officers that arepredicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the UnitedStates,or(2)entertain origin
200、al actions brought in the Cayman Islands against us or our directors or officers that are predicated upon thefederal securities laws of the United States or the securities laws of any state in the United States.Harney Westwood&Riegels has informed us that although there is no statutory enforcement i
201、n the Cayman Islands of judgments obtained inthe federal or state courts of the United States(and the Cayman Islands are not a party to any treaties for the reciprocal enforcement orrecognition of such judgments),a judgment in personam obtained in such jurisdiction will be recognized and enforced in
202、 the courts of theCayman Islands at common law,without any re-examination of the merits of the underlying dispute,by an action commenced on the foreignjudgment debt in the Grand Court of the Cayman Islands,provided such judgment(a)is given by a competent foreign court with jurisdictionto give the ju
203、dgment,(b)imposes a specific positive obligation on the judgment debtor(such as an obligation to pay a liquidated sum orperform a specified obligation),(c)is final and conclusive,(d)is not in respect of taxes,a fine or a penalty;(e)has not been obtained byfraud;and(f)was not obtained in a manner and
204、 is not of a kind the enforcement of which is contrary to natural justice or the public policy ofthe Cayman Islands.However,the Cayman Islands courts are unlikely to enforce a judgment obtained from the U.S.courts under civilliability provisions of the U.S.federal securities law if such judgment is
205、determined by the courts of the Cayman Islands to give rise toobligations to make payments that are penal or punitive in nature.Because such a determination has not yet been made by a court of theCayman Islands,it is uncertain whether such civil liability judgments from U.S.courts would be enforceab
206、le in the Cayman Islands.ACayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.Stevenson,Wong&Co.,our counsel with respect to Hong Kong law,has advised us that judgment of United States courts will not be directlyenforced in Hong Kong.There are
207、currently no treaties or other arrangements providing for reciprocal enforcement of foreign judgmentsbetween Hong Kong and the United States.However,the common law permits an action to be brought upon a foreign judgment.That is tosay,a foreign judgment itself may form the basis of a cause of action
208、since the judgment may be regarded as creating a debt between theparties to it.In a common law action for enforcement of a foreign judgment in Hong Kong,the enforcement is subject to various conditions,including but not limited to,that the foreign judgment is a final judgment conclusive upon the mer
209、its of the claim,the judgment is for aliquidated amount in a civil matter and not in respect of taxes,fines,penalties,or similar charges,the proceedings in which the judgment wasobtained were not contrary to natural justice,and the enforcement of the judgment is not contrary to public policy of Hong
210、 Kong.Such ajudgment must be for a fixed sum and must also come from a“competent”court as determined by the private international law rules applied2022/12/13https:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htmhttps:/www.sec.gov/Archives/edgar/data/1848275/000
211、5273/ea159660-f1a7_zhongyang.htm18/193by the Hong Kong courts.The defenses that are available to a defendant in a common law action brought on the basis of a foreign judgmentinclude lack of jurisdiction,breach of natural justice,fraud,and contrary to public policy.However,a separate legal
212、 action for debt must becommenced in Hong Kong in order to recover such debt from the judgment debtor.See“Enforceability of Civil Liabilities”on page 7.72022/12/13https:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htmhttps:/www.sec.gov/Archives/edgar/data/18482
213、75/0005273/ea159660-f1a7_zhongyang.htm19/193 Risk Factor Summary Investing in our Ordinary Shares involves a high degree of risk.Below is a summary of material factors that make an investment in ourOrdinary Shares speculative or risky.Importantly,this summary does not address all of the r
214、isks that we face.Please refer to the informationcontained in and incorporated by reference under the heading“Risk Factors”on page 16 of this prospectus for additional discussion of therisks summarized in this risk factor summary as well as other risks that we face.These risks include,but are not li
215、mited to,the following:Risks Relating to Our Corporate Structure Risks and uncertainties relating to our corporate structure,beginning on page 16 of this prospectus,include but not limited to the following:We rely on dividends and other distributions on equity paid by the Operating Subsidiaries to f
216、und any cash and financingrequirements we may have,and any limitation on the ability of the Operating Subsidiaries to make payments to us could have amaterial adverse effect on our ability to conduct our business(page 16).Risks Relating to Doing Business in the Jurisdictions in which the Operating S
217、ubsidiaries Operate Risks and uncertainties relating to doing business in the jurisdiction in which the Operating Subsidiaries operate,beginning on page 16 of thisprospectus,include but not limited to the following:Substantially all of the Operating Subsidiaries operations are in Hong Kong.However,d
218、ue to the long arm provisions under thecurrent PRC laws and regulations,the Chinese government may exercise significant oversight and discretion over the conduct ofsuch business and may intervene in or influence such operations.at any time,which could result in a material change in theoperations of
219、the Operating Subsidiaries and/or the value of our Ordinary Shares.The PRC government may also intervene orimpose restrictions on our ability to move money out of Hong Kong to distribute earnings and pay dividends or to reinvest in ourbusiness outside of Hong Kong.Changes in the policies,regulations
220、,rules,and the enforcement of laws of the Chinese governmentmay also be quick with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatorysystem cannot be certain(page 16).We may become subject to a variety of PRC laws and other obligations regarding
221、data security,and any failure to comply withapplicable laws and obligations could have a material and adverse effect on our business,financial condition and results ofoperations(page 17).If the Chinese government chooses to extend the oversight and control over offerings that are conducted overseas
222、and/or foreigninvestment in mainland China based issuers to Hong Kong-based issuers,such action may significantly limit or completely hinderour ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantlydecline or be worthless(page 1
223、8).The Hong Kong legal system embodies uncertainties which could limit the legal protections available to ZYSL and ZYCL(page 18).The Hong Kong regulatory requirement of prior approval for the transfer of shares in excess of a certain threshold may restrict futuretakeovers and other transactions(page
224、 19).The enforcement of foreign civil liabilities in the Cayman Islands and Hong Kong is subject to certain conditions.Therefore,certainjudgments obtained against us by our shareholders may be difficult to enforce in such jurisdictions(page 22).82022/12/13https:/www.sec.gov/Archives/edgar/data/18482
225、75/0005273/ea159660-f1a7_zhongyang.htmhttps:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htm20/193 Risks Relating to our Ordinary Shares and this Offering Risks and uncertainties relating to our ordinary shares and this offering,beginning on page 19
226、of this prospectus,include but not limited tothe following:Our Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign CompaniesAccountable Act(the“HFCA Act”),if the Public Company Accounting Oversight Board(the“PCAOB”)is unable to inspect ourauditors for
227、 three consecutive years beginning in 2021.The delisting of our Ordinary Shares,or the threat of their being delisted,may materially and adversely affect the value of your investment(page 19).There has been no public market for our Ordinary Shares prior to this offering,and you may not be able to re
228、sell our OrdinaryShares at or above the price you paid,or at all(page 20).Because our initial public offering price is substantially higher than our pro forma net tangible book value per share,you willexperience immediate and substantial dilution(page 21).There can be no assurance that we will not b
229、e a passive foreign investment company,or PFIC,for United States federal income taxpurposes for any taxable year,which could subject United States investors in our Ordinary Shares to significant adverse UnitedStates income tax consequences(page 24).Risks Relating to Our Business and Industry Risks a
230、nd uncertainties relating to our business and industry,beginning on page 26 of this prospectus,include but not limited to thefollowing:We have a relatively short operating history compared to some of our established competitors and face significant risks andchallenges in a rapidly evolving market,wh
231、ich makes it difficult to effectively assess our future prospects(page 26).Unfavorable financial market and economic conditions in Hong Kong,China,and elsewhere in the world could materially andadversely affect our business,financial condition,and results of operations(page 26).Geopolitical risks an
232、d political uncertainty may adversely impact economic conditions,increase market volatility,cause operationaldisruption to us and impact our strategic plans,which could have adverse effects on our business and its profitability(page 27).The online brokerage service industry and the financial service
233、s industry are intensely competitive.If we are unable to competeeffectively,we may lose our market share and our results of operations and financial condition may be materially and adverselyaffected(page 27).During the years ended March 31,2021 and 2020 and the six months ended September 30,2021,our
234、 top five customers accountedfor a significant portion of our total revenues.The loss of any such customers or a material decline in their trading activities throughus would have an adverse effect on our operating results(page 27).We may not succeed in promoting and sustaining our brand,which could
235、have an adverse effect on our future growth and business(page 28).Our businesses depend on key management executives and professional staff,and our business may suffer if we are unable torecruit and retain them(page 29).We are subject to extensive and evolving regulatory requirements,the non-complia
236、nce with which may result in penalties,limitations,and prohibitions on our future business activities or suspension or revocation of our licenses,and consequently maymaterially and adversely affect our business,financial condition,and results of operations.In addition,we may,from time to time,be sub
237、ject to regulatory inquiries and investigations by relevant regulatory authorities or government agencies in Hong Kong orother applicable jurisdictions(page 29).We face additional risks as we offer new products and services,transact with a broader array of clients and counterparties andexpose oursel
238、ves to new geographical markets(page 30).We may incur losses or experience disruption of our operations as a result of unforeseen or catastrophic events,includingpandemics,terrorist attacks,or natural disasters(page 36).Aggressive competition could reduce our market share,revenues and profits(page 3
239、6).92022/12/13https:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htmhttps:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htm21/193 Holding Foreign Companies Accountable Act(the“HFCA Act”)The HFCA Act was enacted on December
240、18,2020.The HFCA Act states if the SEC determines that a company has filed audit reportsissued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in2021,the SEC shall prohibit the companys shares from being traded on a na
241、tional securities exchange or in the over the counter tradingmarket in the United States.On March 24,2021,the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirementsof the HFCA Act.A company will be required to comply with these rules if th
242、e SEC identifies it as having a“non-inspection”year under aprocess to be subsequently established by the SEC.The SEC is assessing how to implement other requirements of the HFCA Act,includingthe listing and trading prohibition requirements described above.On June 22,2021,the U.S.Senate passed a bill
243、 which,if passed by the U.S.House of Representatives and signed into law,would reduce thenumber of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two years.On December 2,2021,the SEC issued amendments to finalize rules implementing th
244、e submission and disclosure requirements in the HFCAAct,which took effect on January 10,2022.The rules apply to registrants that the SEC identifies as having filed an annual report with anaudit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PC
245、AOB is unable to inspect orinvestigate completely because of a position taken by an authority in foreign jurisdictions.On December 16,2021,PCAOB announced the PCAOB HFCA Act determinations(the“PCAOB determinations”)relating to the PCAOBsinability to inspect or investigate completely registered publi
246、c accounting firms headquartered in mainland China of the PRC or Hong Kong,a Special Administrative Region and dependency of the PRC,because of a position taken by one or more authorities in the PRC or HongKong.Our auditor,Friedman LLP,the independent registered public accounting firm that issues th
247、e audit report included in this prospectus,as anauditor of companies that are traded publicly in the United States and a firm registered with the PCAOB,is subject to laws in the UnitedStates pursuant to which the PCAOB conducts regular inspections to assess Friedman LLPs compliance with applicable p
248、rofessionalstandards.Friedman LLP is headquartered in Manhattan,New York with no branches or offices outside the United States and has beeninspected by the PCAOB on a regular basis,with the last inspection in June 2018.Therefore,we believe that,as of the date of thisprospectus,our auditor is not sub
249、ject to the PCAOB determinations.See“Risk Factors Risks Relating to Our Ordinary Shares and thisOffering Our Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign CompaniesAccountable Act(the“HFCA Act”),if the Public Company Accounting Oversight Board(t
250、he“PCAOB”)is unable to inspect our auditorsfor three consecutive years beginning in 2021.The delisting of our Ordinary Shares,or the threat of their being delisted,may materially andadversely affect the value of your investment”on page 19.We cannot assure you whether Nasdaq or other regulatory autho
251、rities will applyadditional or more stringent criteria to us.Such uncertainty could cause the market price of our Ordinary Shares to be materially andadversely affected.Permission Required from the Hong Kong Authorities Due to the licensing requirements of the HKSFC,ZYSL and ZYCL are required to obt
252、ain necessary licenses to conduct their business inHong Kong and their business and responsible personnel are subject to the relevant laws and regulations and the respective rules of theHKSFC.ZYSL currently holds a Type 1 license for dealing in securities and a Type 2 license for dealing in futures
253、contracts.ZYCLcurrently holds a Type 4 license for advising on securities,a Type 5 license for advising on futures contracts and a Type 9 license for assetmanagement.See“RegulationLicensing Regime Under the HKSFO”on page 92.These licenses have no expiration date and will remainvalid unless they are
254、suspended,revoked or cancelled by the HKSFC.We pay standard governmental annual fees to the HKSFC and aresubject to continued regulatory obligations and requirements,including the maintenance of minimum paid-up share capital and liquidcapital,maintenance of segregated accounts,and submission of audi
255、ted accounts and other required documents,among others.See“RegulationLicensing Regime Under the HKSFO”on page 92.Neither we nor any of our subsidiaries are required to obtain any permission or approval from Hong Kong authorities to offer the securitiesof ZYFGL to foreign investors.Recent Regulatory
256、Development in the PRC We are aware that,recently,the PRC government initiated a series of regulatory actions and statements to regulate business operations incertain areas in China with little advance notice,including cracking down on illegal activities in the securities market,enhancing supervisio
257、nover China-based companies listed overseas using a variable interest entity structure,adopting new measures to extend the scope ofcybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.102022/12/13https:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_
258、zhongyang.htmhttps:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htm22/193 For example,on June 10,2021,the Standing Committee of the National Peoples Congress enacted the PRC Data Security Law,which tookeffect on September 1,2021.The law requires data collection
259、 to be conducted in a legitimate and proper manner,and stipulates that,for thepurpose of data protection,data processing activities must be conducted based on data classification and hierarchical protection system fordata security.On July 6,2021,the General Office of the Communist Party of China Cen
260、tral Committee and the General Office of the State Council jointlyissued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capitalmarket,which,among other things,requires the relevant governmental authorities to strengthen cross-b
261、order oversight of law-enforcementand judicial cooperation,to enhance supervision over China-based companies listed overseas,and to establish and improve the system ofextraterritorial application of the PRC securities laws.On August 20,2021,the 30th meeting of the Standing Committee of the 13th Nati
262、onal Peoples Congress voted and passed the“PersonalInformation Protection Law of the Peoples Republic of China”,or“PRC Personal Information Protection Law”,which became effective onNovember 1,2021.The PRC Personal Information Protection Law applies to the processing of personal information of natura
263、l personswithin the territory of China that is carried out outside of China where(1)such processing is for the purpose of providing products orservices for natural persons within China,(2)such processing is to analyze or evaluate the behavior of natural persons within China,or(3)there are any other
264、circumstances stipulated by related laws and administrative regulations.On December 24,2021,the China Securities Regulatory Commission(“CSRC”),together with other relevant government authorities inChina issued the Provisions of the State Council on the Administration of Overseas Securities Offering
265、and Listing by Domestic Companies(Draft for Comments),and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies(Draft forComments)(“Draft Overseas Listing Regulations”).The Draft Overseas Listing Regulations requires that a PRC domestic enterprise seekingto is
266、sue and list its shares overseas(“Overseas Issuance and Listing”)shall complete the filing procedures of and submit the relevantinformation to CSRC.The Overseas Issuance and Listing includes direct and indirect issuance and listing.Where an enterprise whoseprincipal business activities are conducted
267、 in PRC seeks to issue and list its shares in the name of an overseas enterprise(“Overseas Issuer”)on the basis of the equity,assets,income or other similar rights and interests of the relevant PRC domestic enterprise,such activities shall bedeemed an indirect overseas issuance and listing(“Indirect
268、 Overseas Issuance and Listing”)under the Draft Overseas Listing Regulations.On December 28,2021,the CAC jointly with the relevant authorities formally published Measures for Cybersecurity Review(2021)whichtook effect on February 15,2022 and replace the former Measures for Cybersecurity Review(2020)
269、issued on July 10,2021.Measures forCybersecurity Review(2021)stipulates that operators of critical information infrastructure purchasing network products and services,andonline platform operator(together with the operators of critical information infrastructure,the“Operators”)carrying out data proce
270、ssingactivities that affect or may affect national security,shall conduct a cybersecurity review,any online platform operator who controls morethan one million users personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listedin a foreign co
271、untry.Our Operating Subsidiaries may collect and store certain data(including certain personal information)from our clients,who may be PRCindividuals,in connection with our business and operations and for“Know Your Customers”purposes(to combat money laundering).Giventhat(1)our Operating Subsidiaries
272、 are incorporated in Hong Kong or the British Virgin Islands and are located in Hong Kong,(2)we haveno subsidiary,VIE structure nor any direct operations in mainland China,and(3)pursuant to the Basic Law of the Hong Kong SpecialAdministrative Region(the“Basic Law”),which is a national law of the PRC
273、 and the constitutional document for Hong Kong,national lawsof the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law(which is confined to laws relating todefense and foreign affairs,as well as other matters outside the autonomy of Hong Kong),as advised by Gu
274、angdong Wesley Law Firm,ourcounsel with respect to certain PRC legal matters,the Measures for Cybersecurity Review(2021),the PRC Personal Information ProtectionLaw and the Draft Overseas Listing Regulations will not have an impact on our business,operations or this offering,as our OperatingSubsidiar
275、ies will not be deemed to be an“Operator”that are required to file for cybersecurity review before listing in the United States,because(i)our Operating Subsidiaries were incorporated in Hong Kong and the British Virgin Islands and operate in Hong Kong withoutany subsidiary or VIE structure in mainla
276、nd China and each of the Measures for Cybersecurity Review(2021),the PRC PersonalInformation Protection Law and the Draft Overseas Listing Regulations remains unclear whether it shall be applied to a company based inHong Kong;(ii)as of date of this prospectus,our Operating Subsidiaries have in aggre
277、gate collected and stored personal information ofapproximately 300 PRC individuals(i.e.,less than one million users);(iii)all of the data our Operating Subsidiaries have collected is storedin servers located in Hong Kong;and(iv)as of the date of this prospectus,none of our Operating Subsidiaries hav
278、e been informed by anyPRC governmental authority of any requirement that it files for a cybersecurity review or a CSRC review.112022/12/13https:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htmhttps:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea1
279、59660-f1a7_zhongyang.htm23/193 However,as further advised by Guangdong Wesley Law Firm,since these statements and regulatory actions are new,it is highly uncertainhow soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed
280、implementations and interpretations will be modified or promulgated,if any.It is also highly uncertain what the potential impact suchmodified or new laws and regulations will have on the daily business operations of our Operating Subsidiaries,their respective abilities toaccept foreign investments a
281、nd the listing of our Ordinary Shares on a U.S.or other foreign exchanges.There remains significant uncertaintyin the interpretation and enforcement of relevant PRC cybersecurity laws and regulations.If the Draft Overseas Listing Regulations areadopted into law in the future and becomes applicable t
282、o our Operating Subsidiaries,if any of our Operating Subsidiaries is deemed to be an“Operator”,or if the Measures for Cybersecurity Review(2021)or the PRC Personal Information Protection Law becomes applicable to ourOperating Subsidiaries,the business operation of our Operating Subsidiaries and the
283、listing of our Ordinary Shares in the United States couldbe subject to the CACs cybersecurity review or CSRC Overseas Issuance and Listing review in the future.If the applicable laws,regulations,or interpretations change and our Operating Subsidiaries become subject to the CAC or CSRC review,we cann
284、ot assure you that ourOperating Subsidiaries will be able to comply with the regulatory requirements in all respects and our current practice of collecting andprocessing personal information may be ordered to be rectified or terminated by regulatory authorities.If our Operating Subsidiaries fails to
285、receive or maintain such permissions or if the required approvals are denied,our Operating Subsidiaries may become subject to fines andother penalties which may have a material adverse effect on our business,operations and financial condition and may hinder our ability tooffer or continue to offer O
286、rdinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.Additionally,due to long arm provisions under the current PRC laws and regulations,there remains regulatory uncertainty with respect to theimplementation and interpretation of laws in Chin
287、a.We are also subject to the risks of uncertainty about any future actions the Chinesegovernment or authorities in Hong Kong may take in this regard.Should the Chinese government choose to exercise significant oversight and discretion over the conduct of our business,they may intervenein or influenc
288、e our operations.Such governmental actions:could result in a material change in our operations;could hinder our ability to continue to offer securities to investors;and may cause the value of our Ordinary Shares to significantly decline or be worthless.Implications of Being an“Emerging Growth Compan
289、y”As a company with less than US$1.07 billion in revenues during our last fiscal year,we qualify as an“emerging growth company”as definedin the Jumpstart Our Business Startups Act of 2012,or the JOBS Act.An“emerging growth company”may take advantage of reducedreporting requirements that are otherwis
290、e applicable to larger public companies.In particular,as an emerging growth company,we:may present only two years of audited financial statements and only two years of related Managements Discussion and Analysis ofFinancial Condition and Results of Operations,or“MD&A”;are not required to provide a d
291、etailed narrative disclosure discussing our compensation principles,objectives and elements andanalyzing how those elements fit with our principles and objectives,which is commonly referred to as“compensation discussion andanalysis”;are not required to obtain an attestation and report from our audit
292、ors on our managements assessment of our internal control overfinancial reporting pursuant to the Sarbanes-Oxley Act of 2002;are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachutearrangements(commonly referred to as the“say-on-pay,”
293、“say-on frequency”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chief executiveofficer pay ratio disclosure;are eligible to claim longer phase-in periods for the adoption of new or revised financial a
294、ccounting standards under 107 of theJOBS Act;and will not be required to conduct an evaluation of our internal control over financial reporting.122022/12/13https:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htmhttps:/www.sec.gov/Archives/edgar/data/1848275/0001
295、273/ea159660-f1a7_zhongyang.htm24/193 We intend to take advantage of all of these reduced reporting requirements and exemptions,including the longer phase-in periods for theadoption of new or revised financial accounting standards under 107 of the JOBS Act.Our election to use the phase-in
296、 periods may make itdifficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that haveopted out of the phase-in periods under 107 of the JOBS Act.We will remain an emerging growth company until the earliest of(i)the last day of the f
297、iscal year during which we have total annual grossrevenues of at least US$1.07 billion;(ii)the last day of our fiscal year following the fifth anniversary of the completion of this offering;(iii)the date on which we have,during the preceding three-year period,issued more than US$1.0 billion in non-c
298、onvertible debt;or(iv)thedate on which we are deemed to be a“large accelerated filer”under the Securities Exchange Act of 1934,as amended,or the Exchange Act,which would occur if the market value of our Ordinary Shares that are held by non-affiliates exceeds US$700 million as of the last businessday
299、 of our most recently completed second fiscal quarter.Once we cease to be an emerging growth company,we will not be entitled to theexemptions provided in the JOBS Act discussed above.Implications of Being a Foreign Private Issuer We are a foreign private issuer within the meaning of the rules under
300、the Securities Exchange Act of 1934,as amended(the“Exchange Act”).As such,we are exempt from certain provisions applicable to United States domestic public companies.For example:we are not required to provide as many Exchange Act reports,or as frequently,as a domestic public company;for interim repo
301、rting,we are permitted to comply solely with our home country requirements,which are less rigorous than the rulesthat apply to domestic public companies;we are not required to provide the same level of disclosure on certain issues,such as executive compensation;we are exempt from provisions of Regul
302、ation FD aimed at preventing issuers from making selective disclosures of materialinformation;we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents,or authorizationsin respect of a security registered under the Exchange Act;and we are not
303、 required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownershipand trading activities and establishing insider liability for profits realized from any“short-swing”trading transaction.Implications of Being a Controlled Company Controlled comp
304、anies are exempt from the majority of independent director requirements.Controlled companies are subject to an exemptionfrom Nasdaq standards requiring that the board of a listed company consist of a majority of independent directors within one year of thelisting date.132022/12/13https:/www.sec.gov/
305、Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htmhttps:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htm25/193 Public Companies that qualify as a“Controlled Company”with securities listed on the Nasdaq Stock Market(Nasdaq),must comply wi
306、th theexchanges continued listing standards to maintain their listings.Nasdaq has adopted qualitative listing standards.Companies that do notcomply with these corporate governance requirements may lose their listing status.Under the Nasdaq rules,a“controlled company”is acompany with more than 50%of
307、its voting power held by a single person,entity or group.Under Nasdaq rules,a controlled company isexempt from certain corporate governance requirements including:the requirement that a majority of the board of directors consist of independent directors;the requirement that a listed company have a n
308、ominating and governance committee that is composed entirely of independentdirectors with a written charter addressing the committees purpose and responsibilities;the requirement that a listed company have a compensation committee that is composed entirely of independent directors with awritten char
309、ter addressing the committees purpose and responsibilities;and the requirement for an annual performance evaluation of the nominating and governance committee and compensation committee.Controlled companies must still comply with the exchanges other corporate governance standards.These include havin
310、g an audit committeeand the special meetings of independent or non-management directors.Upon the completion of this offering,our Controlling Shareholder will own 85.71%of our total issued and outstanding Ordinary Shares,representing 85.71%of the total voting power,assuming that the underwriters do n
311、ot exercise their over-allotment option,or 83.92%of ourtotal issued and outstanding Ordinary Shares,representing 83.92%of the total voting power,assuming that the over-allotment option isexercised in full.As a result,we will be a“controlled company”as defined under Nasdaq Listing Rule 5615(c)because
312、 our ControllingShareholder will hold more than 50%of the voting power for the election of directors.As a“controlled company,”we are permitted to electnot to comply with certain corporate governance requirements.We do not plan to rely on these exemptions,but we may elect to do so after wecomplete th
313、is offering.Corporate Information Our principal executive offices are located at Flat 1101,118 Connaught Road West,Hong Kong.Our telephone number at this address is+8523107 0731.Our registered office in the Cayman Islands is located at the offices of Vistra(Cayman)Limited,P.O.Box 31119 Grand Pavilio
314、n,Hibiscus Way,802 West Bay Road,Grand Cayman,KY1-1205 Cayman Islands.Our agent for service of process in the United States isCogency Global Inc.located at 122 East 42nd Street,18th Floor,New York,NY 10168.Investors should contact us for any inquiries through the address and telephone number of our
315、principal executive offices.Our website .The information contained on our website is not a part of this prospectus.142022/12/13https:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htmhttps:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_
316、zhongyang.htm26/193 THE OFFERING Below is a summary of the terms of the offering Issuer Zhong Yang Financial Group Limited Securities offered by us Ordinary Shares,par value US$0.001 per share.Offering price We currently estimate that the initial public offering price will be between US$5.00 andUS$6
317、.00 per Ordinary Share.Ordinary Shares outstanding prior to the offering 30,000,000 Ordinary Shares.Over-allotment option We have granted the underwriters an option for a period of 45 days to purchase up to750,000 additional Ordinary Shares,if any.Ordinary Shares to be outstanding after thisoffering
318、 35,000,000 shares if the underwriters do not exercise their option to purchase additionalOrdinary Shares(or 35,750,000 shares if the underwriters exercise their option topurchase additional Ordinary Shares in full).Use of proceeds We estimate that the net proceeds to us from this offering will be a
319、pproximatelyUS$24,684,649 or approximately US$28,520,899 if the underwriters exercise their over-allotment option to purchase additional Ordinary Shares in full,assuming an offeringprice of US$5.50 per share(which is the midpoint of the price range set forth on thecover page of this prospectus),afte
320、r deducting underwriting discounts and estimatedoffering expenses payable by us,including cash expenses payable to the underwriters fortheir reasonable out-of-pocket expenses.We intend to use the net proceeds of this offering primarily for development of Contractfor Difference(CFD)products and servi
321、ces,acquisition and licensing,optimization ofsales network and geographic coverage,purchase of IT equipment and software,andgeneral corporate purposes,including working capital.See“Use of Proceeds”on page 42for additional information.Proposed Nasdaq Trading Symbol and Listing We have applied to list
322、 our Ordinary Shares on the Nasdaq Capital Market under thesymbol“TOP.”This offering is contingent upon us listing our Ordinary Shares onNasdaq Capital Market or another national exchange.No assurance can be given thatsuch listing will be approved or that a liquid trading market will develop for our
323、 OrdinaryShares.Lock-up Our directors,executive officers,and shareholder who own 5%or more of theoutstanding Ordinary Shares have agreed with the underwriters not to offer for sale,issue,sell,contract to sell,pledge or otherwise dispose of any of our Ordinary Shares orsecurities convertible into Ord
324、inary Shares for a period of 180 days commencing on thedate of this prospectus.See“Underwriting”beginning on page 119 for additionalinformation.We have also agreed(i)not to offer,pledge,sell or otherwise dispose of any OrdinaryShares or securities convertible into Ordinary Shares for a period of six
325、(6)monthscommencing on the date of this prospectus,and(ii)not to offer,sell or otherwise disposeof any Ordinary Shares or securities convertible into Ordinary Shares,directly orindirectly in any“at-the-market”or continuous equity transaction,for a period of twelve(12)months from the commencement of
326、the first day of trading of our Ordinary Shares.See“Underwriting”beginning on page 119 for additional information.Transfer Agent Securities Transfer Corporation Risk factors See“Risk Factors”beginning on page 16 for a discussion of risks you should carefullyconsider before investing in our Ordinary
327、Shares.Unless we specifically state otherwise,the information in this prospectus assumes no exercise by the underwriters of the over-allotmentoption.152022/12/13https:/www.sec.gov/Archives/edgar/data/1848275/0005273/ea159660-f1a7_zhongyang.htmhttps:/www.sec.gov/Archives/edgar/data/1848275
328、/0005273/ea159660-f1a7_zhongyang.htm27/193 RISK FACTORS An investment in our Ordinary Shares involves a high degree of risk.Before deciding whether to invest in our Ordinary Shares,you shouldconsider carefully the risks described below,together with all of the other information set forth
329、in this prospectus,including the section titled“Managements Discussion and Analysis of Financial Condition and Results of Operation”and our consolidated financial statements andrelated notes.If any of these risks actually occurs,our business,financial condition,results of operations or cash flow cou
330、ld be materially andadversely affected,which could cause the trading price of our Ordinary Shares to decline,resulting in a loss of all or part of your investment.Risks Relating to our Corporate Structure We rely on dividends and other distributions on equity paid by the Operating Subsidiaries to fu
331、nd any cash and financing requirements wemay have,and any limitation on the ability of the Operating Subsidiaries to make payments to us could have a material adverse effect on ourability to conduct our business.ZYFGL is a holding company,and we rely on dividends and other distributions on equity pa
332、id by the Operating Subsidiaries for our cash andfinancing requirements,including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt wemay incur.We do not expect to pay cash dividends in the foreseeable future.We anticipate that we will retain
333、any earnings to support operationsand to finance the growth and development of our business.If any of the Operating Subsidiaries incurs debt on its own behalf in the future,theinstruments governing the debt may restrict its ability to pay dividends or make other distributions to us.See“Dividend Policy”on page 43 formore information.According to the BVI Business Companies Act 2004(as amended),a Bri