As filed with the Securities and Exchange Commission
on May 17, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Zhongchao Inc.
(Exact name of registrant as specified in its
charter)
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Cayman Islands
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N/A
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Nanxi Creative Center, Suite 218
841 Yan’an Middle Road
Jing’An District, Shanghai, China 200040
Tel: 021-32205987
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Puglisi & Associates
850 Library Avenue
Suite 204
Newark, Delaware 19711
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Arila Zhou Esq.
Hunter Taubman Fischer & Li, LLC
800 Third Avenue, Suite 2800
New York, NY 10022
Tel: (212) 530-2210
Facsimile: (212) 202-6380
Approximate date of commencement of proposed sale
to the public: From time to time after the effective date of the registration statement.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
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 Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act 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(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant
to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ☐
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†
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The term “new or revised financial accounting standard”
refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered(1)
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Amount
to be
Registered(2)
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Proposed
Maximum
Aggregate
Price
Per Share(3)
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Proposed
Maximum
Aggregate
Offering
Price
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Amount
of
Registration
Fee(7)
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Class A Ordinary Shares, $0.0001 par value
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Preferred Shares, $0.0001 par value
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Debt Securities(4)
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Warrants(5)
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Units
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Rights(6)
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Total
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$
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45,000,000
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$
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4,909.50
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(1)
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Securities
registered hereunder may be sold separately, together or as units with other securities registered hereunder.
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(2)
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We
are registering an indeterminate number of Class A Ordinary Shares, par value $0.0001 per share (“Ordinary Shares”), preferred
shares, warrants to purchase Ordinary Shares and/or preferred shares and/or units, each of which may be offered from time to time at
prices to be determined at the time of any such offering. The aggregate offering price of these securities will not exceed $45,000,000.
Any securities registered hereunder may be sold separately from, or together in the same offering with, other securities registered hereunder.
In addition, pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of
Ordinary Shares and preferred shares as may be issuable with respect to the shares being registered hereunder as a result of stock splits,
stock dividends or similar transactions.
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(3)
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The
proposed maximum aggregate offering price per class of security will be determined from time to time by the Registrant in connection
with the issuance by the Registrant of the securities registered hereunder and is not specified as to each class of security in reliance
on Rule 457(o) under the Securities Act of 1933.
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(4)
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There
are also being registered hereunder an indeterminate principal amount or number of shares of debt securities, preferred shares or ordinary
shares that may be issued upon conversion of, or in exchange for, debt securities or preferred shares registered hereunder or upon exercise
of warrants registered hereunder, as the case may be.
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(5)
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Warrants
may represent rights to purchase debt securities, Ordinary Shares, or other securities registered hereunder.
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(6)
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Consisting
of some or all of the securities listed above, in any combination, including Ordinary Shares, preferred shares, warrants and units.
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(7)
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Calculated
pursuant to Rule 457(o) under the Securities act of 1933, as amended.
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The Registrant hereby
amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file
a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section
8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in
this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION,
DATED MAY 17, 2021
PROSPECTUS
Zhongchao Inc.
$45,000,000
Ordinary Shares, Preferred Shares, Debt Securities
Warrants, Units and Rights
We may, from time to time
in one or more offerings, offer and sell up to $45,000,000 in the aggregate of Ordinary Shares, preferred shares, warrants to purchase
Ordinary Shares or preferred shares, debt securities, rights or any combination of the foregoing, either individually or as units comprised
of one or more of the other securities. The prospectus supplement for each offering of securities will describe in detail the plan of
distribution for that offering. For general information about the distribution of securities offered, please see “Plan of Distribution”
in this prospectus.
This prospectus provides a
general description of the securities we may offer. We will provide the specific terms of the securities offered in one or more supplements
to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings.
The prospectus supplement and any related free writing prospectus may add, update or change information contained in this prospectus.
You should read carefully this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as the
documents incorporated or deemed to be incorporated by reference, before you invest in any of our securities. This prospectus
may not be used to offer or sell any securities unless accompanied by the applicable prospectus supplement.
Pursuant to General Instruction
I.B.5. of Form F-3, in no event will we sell the securities covered hereby in a public primary offering with a value exceeding more than
one-third of the aggregate market value of our Ordinary Shares in any 12-month period so long as the aggregate market value of our outstanding
Ordinary Shares held by non-affiliates remains below $75,000,000. The aggregate market value of our outstanding voting and non-voting
common equity held by non-affiliates is approximately $42.97 million based on the closing price of $2.66 per ordinary share on March
17, 2021 and 16,154,819 ordinary shares held by non-affiliates. During the 12 calendar months prior to and including the date of this
prospectus, we have not offered or sold any securities pursuant to General Instruction I.B.5 of Form F-3.
Our Ordinary Shares are listed
on the Nasdaq Capital Market under the symbol “ZCMD.” The applicable prospectus supplement will contain information, where
applicable, as to other listings, if any, on the Nasdaq Capital Market or other securities exchange of the securities covered by the prospectus
supplement.
Investing in our securities
involves a high degree of risk. See “Risk Factors” on page 11 of this prospectus and in the documents incorporated by
reference in this prospectus, as updated in the applicable prospectus supplement, any related free writing prospectus and other future
filings we make with the Securities and Exchange Commission that are incorporated by reference into this prospectus, for a discussion
of the factors you should consider carefully before deciding to purchase our securities.
We may sell these securities
directly to investors, through agents designated from time to time or to or through underwriters or dealers. For additional information
on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any underwriters
are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such underwriters and
any applicable commissions or discounts will be set forth in a prospectus supplement. The price to the public of such securities and the
net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is May 17, 2021.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of
a registration statement that we filed with the Securities and Exchange Commission, or the SEC, under the Securities Act of 1933, as amended,
or the Securities Act, using a “shelf” registration process. Under this shelf registration process, we may from time to time
sell Ordinary Shares, preferred shares, warrants to purchase Ordinary Shares or preferred shares, debt securities or any combination of
the foregoing, either individually or as units comprised of one or more of the other securities, in one or more offerings up to a total
dollar amount of $45,000,000. We have provided to you in this prospectus a general description of the securities we may offer. Each time
we sell securities under this shelf registration, we will, to the extent required by law, provide a prospectus supplement that will contain
specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you
that may contain material information relating to these offerings. The prospectus supplement and any related free writing prospectus that
we may authorize to be provided to you may also add, update or change information contained in this prospectus or in any documents that
we have incorporated by reference into this prospectus. To the extent there is a conflict between the information contained in this prospectus
and the prospectus supplement or any related free writing prospectus, you should rely on the information in the prospectus supplement
or the related free writing prospectus; provided that if any statement in one of these documents is inconsistent with a statement in another
document having a later date – for example, a document filed after the date of this prospectus and incorporated by reference into
this prospectus or any prospectus supplement or any related free writing prospectus – the statement in the document having the later
date modifies or supersedes the earlier statement.
We have not authorized any
dealer, agent or other person to give any information or to make any representation other than those contained or incorporated by reference
in this prospectus and any accompanying prospectus supplement, or any related free writing prospectus that we may authorize to be provided
to you. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus or an accompanying
prospectus supplement, or any related free writing prospectus that we may authorize to be provided to you. This prospectus and the accompanying
prospectus supplement, if any, do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the
registered securities to which they relate, nor do this prospectus and the accompanying prospectus supplement constitute an offer to sell
or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation
in such jurisdiction. You should not assume that the information contained in this prospectus, any applicable prospectus supplement or
any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any
information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference
(as our business, financial condition, results of operations and prospects may have changed since that date), even though this prospectus,
any applicable prospectus supplement or any related free writing prospectus is delivered or securities are sold on a later date.
As permitted by SEC rules
and regulations, the registration statement of which this prospectus forms a part includes additional information not contained in this
prospectus. You may read the registration statement and the other reports we file with the SEC at its website or at its offices described
below under “Where You Can Find More Information.”
Unless the context otherwise
requires, all references in this prospectus to “Zhongchao,” “we,” “us,” “our,” “the
Company,” “the “Registrant” or similar words refer to Zhongchao Inc., together with our subsidiaries.
COMMONLY USED DEFINED TERMS
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All
references to “RMB,” “yuan” and “Renminbi” are to the legal currency of China, all references to
“HKD” is to the legal currency of Hong Kong, and all references to “USD,” and “U.S. dollars” are
to the legal currency of the United States;
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“China” and “PRC” refer to the People’s Republic of China, excluding, for the purposes of this prospectus only, Macau, Taiwan and Hong Kong;
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“Class A Ordinary Shares” refers to our Class A ordinary shares, $0.0001 par value per share;
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“Class B Ordinary Shares” refers to our Class B ordinary shares, $0.0001 par value per share;
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“Controlling Shareholder” refers to Mr. Weiguang Yang, the CEO of the Company;
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Depending on the context, the terms “we,” “us,” “our company,” “our”, “Zhongchao” and “Zhongchao Cayman” refer to Zhongchao Inc., a Cayman Islands company, and its subsidiaries and affiliated companies;
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“Horgos Zhongchao Medical” refers to Horgos Zhongchao Medical Technology Co., Ltd., a PRC company, which cancelled its registration on May 11, 2020;
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“Horgos Zhongchao Zhongxing” refers to Horgos Zhongchao Zhongxing Medical Technology Co., Ltd., a PRC company, which cancelled its registration on September 16, 2020;
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“mobile MAUs” are the number of unique IP address that various mobile devices having access to our MDMOOC mobile app or Sunshine Health Forums from mobile end at least once during a month. The numbers of our mobile MAUs are calculated using internal company data that has not been independently verified, and we treat each distinguishable device IP address as a separate user for purposes of calculating mobile MAUs, although inaccuracy may result from the possibility that one mobile device may have more than one IP addresses;
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“monthly UVs” of MDMOOC website, MDMOOC.org, or the website of our Sunshine Health Forums, ygjkclass.com, are to the number of unique IP address that various internet browsers apply to access our websites, from either PC end or mobile end, at least once during a month. The numbers of our monthly UVs of our websites are calculated using internal company data that has not been independently verified, and we treat each distinguishable IP address as a separate user for purposes of calculating monthly UVs, although inaccuracy may result from the possibility that some individuals may have more than one IP address and/or share the same IP address with other individuals to access our platform;
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“NFP(s)” refers to not-for-profit organizations;
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“SAIC” refers to State Administration for Industry and Commerce in China and currently known as State Administration for Market Regulation;
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“Shanghai Huijing” refers to Shanghai Huijing Information Technology Co., Ltd., a PRC company;
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“Shanghai Jingyi” or “Shanghai Zhongxin” refers to Shanghai Zhongxin Medical Technology Co., Ltd, a PRC company, which was formerly known as Shanghai Jingyi, or Shanghai Jingyi Medical Technology Co., Ltd., a PRC company and changed to its current name as Shanghai Zhongxin on November 16, 2020.
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“Shanghai Maidemu” refers to Shanghai Maidemu Cultural Communication Corp., a PRC company;
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“Shanghai Xingzhong” refers to Shanghai Xingzhong Investment Management LP, a PRC company;
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“Shanghai Zhongxun” refers to Shanghai Zhongxun Medical Technology Co., Ltd., a PRC company;
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“Zhongchao BVI” refers to Zhongchao Group Inc., a British Virgin Island company;
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“Zhongchao HK” refers to Zhongchao Group Limited, a Hong Kong company;
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“Zhongchao Shanghai” refers to Zhongchao Medical Technology (Shanghai) Co., Ltd., a PRC company;
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“Zhongchao WFOE” refers to Beijing Zhongchao Zhongxing Technology Limited, a PRC company;
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“Beijing Boya” refers to Beijing Zhongchao Boya Medical Technology Co., Ltd., a PRC company;
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“Liaoning Zhixun” refers to Zhixun Internet Hospital (Liaoning) Co., Ltd., a PRC company.
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NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and our SEC
filings that are incorporated by reference into this prospectus contain or incorporate by reference forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical
fact are “forward-looking statements,” including any projections of earnings, revenue or other financial items, any statements
of the plans, strategies and objectives of management for future operations, any statements concerning proposed new projects or other
developments, any statements regarding future economic conditions or performance, any statements of management’s beliefs, goals,
strategies, intentions and objectives, and any statements of assumptions underlying any of the foregoing. The words “believe,”
“anticipate,” “estimate,” “plan,” “expect,” “intend,” “may,” “could,”
“should,” “potential,” “likely,” “projects,” “continue,” “will,”
and “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking
statements contain these identifying words. Forward-looking statements reflect our current views with respect to future events, are based
on assumptions and are subject to risks and uncertainties. We cannot guarantee that we actually will achieve the plans, intentions or
expectations expressed in our forward-looking statements and you should not place undue reliance on these statements. There are a number
of important factors that could cause our actual results to differ materially from those indicated or implied by forward-looking statements.
These important factors include those discussed under the heading “Risk Factors” contained or incorporated by reference in
this prospectus and in the applicable prospectus supplement and any free writing prospectus we may authorize for use in connection with
a specific offering. These factors and the other cautionary statements made in this prospectus should be read as being applicable to all
related forward-looking statements whenever they appear in this prospectus. Except as required by law, we undertake no obligation to update
publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
OUR BUSINESS
History and Development of the Company
Our Corporate History and Structure
We are a holding company incorporated
on April 16, 2019, under the laws of the Cayman Islands, or Zhongchao Cayman. We have no substantive operations other than holding all
of the issued and outstanding shares of Zhongchao Group Inc., or Zhongchao BVI, established under the laws of the British Virgin Islands
on April 23, 2019.
Zhongchao BVI is also a holding
company holding all of the outstanding equity of Zhongchao Group Limited, or Zhongchao HK, which was established in Hong Kong on May 14,
2019. Zhongchao HK is also a holding company holding all of the outstanding equity of Beijing Zhongchao Zhongxing Technology Limited,
or Zhongchao WFOE, which was established on May 29, 2019 under the laws of the PRC.
We conduct our business
through our variable interest entity, or VIE, Zhongchao Medical Technology (Shanghai) Corp., or Zhongchao Shanghai, a PRC company,
and through its wholly owned subsidiaries, including Shanghai Maidemu Cultural Communication Corp., or Shanghai Maidemu, Shanghai
Zhongxun Medical Technology Co., Ltd., or Shanghai Zhongxun, Horgos Zhongchao Zhongxing Medical Technology Co., Ltd., or Horgos
Zhongchao Zhongxing, Horgos Zhongchao Medical Technology Co., Ltd., or Horgos Zhongchao, Shanghai Zhongxin Medical Technology Co.,
Ltd (formerly known as “Shanghai Jingyi Medical Technology Co., Ltd.”, or “Shanghai Jingyi”), or Shanghai
Zhongxin, Beijing Zhongchao Boya Medical Technology Co., Ltd., or Beijing Boya, and Zhixun Internet Hospital (Liaoning) Co., Ltd.,
or Liaoning Zhixun, each a PRC company. We commenced our operations under the name Zhongchao Medical Consulting (Shanghai) Limited,
or Shanghai Zhongchao Limited, a limited liability company established under the laws of the PRC, to provide medical online and
offline training services. Zhongchao Shanghai was incorporated on August 17, 2012 by Juru Guo and Baorong Xue, who held 60% and 40%
equity interests in Zhongchao Shanghai respectively. On May 25, 2015, the two shareholders transferred all equity interests to
Weiguang Yang who held 100% equity interests in Zhongchao Shanghai after the transfer. On January 15, 2016, the name was changed to
Zhongchao Medical Technology (Shanghai) Co., Ltd. On February 5, 2016, the management completed its registration with the State
Administration for Industry and Commerce, or SAIC, to convert Shanghai Zhongchao Limited into a company limited by shares, or
Zhongchao Shanghai. Through direct ownership, Zhongchao Shanghai has established subsidiaries and branch offices in various cities
in PRC, including Beijing, Shanghai, and Tianjin. In October 2020, we also established an office in Tokyo, Japan and will pursue
potential market opportunities there.
On June 27, 2016, Zhongchao
Shanghai was listed on the National Equities Exchange and Quotations Co., Ltd., or the NEEQ. At the time of listing, Weiguang Yang directly
held 54.60% equity interests in Zhongchao Shanghai and Shanghai Xingzhong Investment Management LP. Ltd., a limited partnership incorporated
under the PRC laws (“Shanghai Xingzhong”), directly held 17.90% equity interests in Zhongchao Shanghai. Shanghai Xingzhong
was incorporated on September 22, 2015 by management of Zhongchao Shanghai as a platform for certain officers and employees holding founder
shares. Pursuant to its partner agreement, Weiguan Yang is the general partner of Shanghai Xingzhong; and manages and operates Shanghai
Xingzhong. He has the right, among others, to possess, manage, maintain and dispose the assets of Shanghai Xingzhong including its equity
interest in Zhongchao Shanghai. As a result, Weiguang Yang controlled 72.50% equity interests in Zhongchao Shanghai upon listing on NEEQ.
To facilitate our initial
public offering in the United States, Zhongchao Shanghai was delisted from NEEQ in February 2019. At the time of delisting, Weiguang Yang
controlled 57.29% equity interests in Zhongchao Shanghai (43.41% of which was directly held and 13.88% of which was controlled through
Shanghai Xingzhong). After the delisting, a minority shareholder of Zhongchao Shanghai transferred his shares to Mr. Yang. At the time
of our restructure in August 2019, Mr. Yang controlled 58.78% equity interests in Zhongchao Shanghai (44.90% of which was directly held
and 13.88% of which was controlled through Shanghai Xingzhong). To conclude, Zhongchao Shanghai has been under the control of Weiguan
Yang since its initial listing on NEEQ in June 2016.
On June 24, 2019, Zhongchao
Shanghai changed its name to Zhongchao Medical Technology (Shanghai) Limited. Zhongchao Shanghai engages in technology development, technology
transfer, and technical services in the field of medical technology, technical consulting in the field of network technology, and medical
information consulting.
On March 12, 2015, Zhongchao
Shanghai established its wholly owned subsidiary, Shanghai Maidemu. Shanghai Maidemu engages in planning for cultural and artistic exchanges,
designing, producing, acting for and publishing various kinds of advertisements, and medical consultation.
On May 27, 2017, Zhongchao
Shanghai established its wholly owned subsidiary, Shanghai Zhongxun. Shanghai Zhongxun engages in technology development, transfer, service
and consulting in the fields of medical technology and computer technology.
On September 12, 2017, Zhongchao
Shanghai established its wholly owned subsidiary, Horgos Zhongchao Medical. Horgos Zhongchao Medical engages in technology development,
transfer, service and consulting in the fields of medical technology and computer technology. On March 26, 2020, due to business adjustment,
Horgos Zhongchao Medical started its dissolution and intends to apply to the registration authority for cancellation registration. It
is now in the liquidation announcement period, which will end on May 10, 2020. Horgos Zhongchao Zhongxing will take over the business
of Horgos Zhongchao Medical after it completes its dissolution registration.
On September 28, 2016, Shanghai
Maidemu formed a joint venture with Ms. Hongxia Zhang and Ms. Shuhua Gao, contributing a 55% equity interest in Shanghai Huijing Information
Technology Co., Ltd., or Shanghai Huijing, a PRC company. On January 21, 2019, Shanghai Huijing was 100% owned by Shanghai Maidemu. Shanghai
Huijing engages in technology development, transfer, service and consulting in the fields of computer technology, graphic designing, website
page designing, planning cultural and artistic exchanges.
On April 16, 2019,
Zhongchao Cayman was incorporated in the Cayman Islands and issued 5,497,715 Class B Ordinary Shares at 0.0001 par value as founder
shares to More Healthy Holding Limited, representing 80.94% of total voting power of the Company, on converted basis, given that
each Class B Ordinary Share is entitled to 15 votes and each Class A Ordinary Share is entitled to 1 vote and assuming the exercise
of the HF Warrant. More Healthy Holding Limited is a BVI company 100% owned by Weiguang Yang (“More Healthy”).
On July 29, 2019, Zhongchao
Shanghai established its wholly owned subsidiary, Horgos Zhongchao Zhongxing. Horgos Zhongchao Zhongxing engages in technology development,
transfer, service and consulting in the fields of medical technology and computer technology.
On August 14, 2019, Zhongchao
Cayman completed a reorganization of entities under common control of Weiguang Yang, who owned a majority of the voting power of Zhongchao
Cayman prior to the reorganization. Zhongchao Cayman, Zhongchao BVI, and Zhongchao HK were established as the holding companies of Zhongchao
WFOE. Zhongchao WFOE is the primary beneficiary of Zhongchao Shanghai and its subsidiaries, and all of these entities included in Zhongchao
Cayman are under common control which results in the consolidation of Zhongchao Shanghai and subsidiaries which have been accounted for
as a reorganization of entities under common control at carrying value. The consolidated financial statements are prepared on the basis
as if the reorganization became effective as of the beginning of the first period presented in the consolidated financial statements.
As part of the Company’s
organization for the purpose of the initial public offering and listing on Nasdaq, on August 1, 2019, the Company and HF Capital Management
Delta, Inc., a company incorporated under the laws of the Cayman Islands (“HF Capital”) entered into a certain warrant agreement
to purchase Class A Ordinary Shares of the Company (the “HF Warrant”). At the issuance of the HF Warrant, Yantai Hanfujingfei
Investment Centre (LP), a limited partnership incorporated under PRC laws (“Yantai HF”, whose managing partner, Hanfor Capital
Management Co., Ltd., is the sole member of HF Capital, and together with “HF Capital” hereinafter collectively referred to
as “HF”) was a 6.25 % shareholder of Zhongchao Shanghai (which represented 1,350,068 shares in Zhongchao Shanghai, among which
675,068 shares were issued by Zhongchao Shanghai and the remaining 675,000 shares were purchased from two pre-existing shareholders) and
planned to withdraw its capital contribution in Zhongchao Shanghai but to contribute the same amount of capital to Zhongchao Cayman directly
via HF Capital. As HF Capital needs to complete necessary administrative registration required under Chinese regulations of outbound direct
investments (ODI) to hold equity interest in Zhongchao Cayman, the HF Warrant entitles HF Capital to purchase 1,350,068 Class A Ordinary
Shares, representing 6.25% economic beneficial interest, or 1.37% of the voting ownership interest of the Company as of December 31, 2019,
or 5.42% economic beneficial interest, or 1.33% of the voting ownership interest of the Company as of the date of this prospectus, from
the Company, if the following conditions are met:
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|
1)
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All
PRC governmental consent and approval required for HF Capital to exercise the warrant and payment of the capital contribution have been
obtained, including without limitation, any approval or filing with respect to HF Capital’s investment into the Company, and payment
by HF Capital of the capital contribution to the Company, and reasonable evidence thereof shall have been provided to the Company;
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2)
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HF
Capital has fully paid the capital contribution to Zhongchao Cayman; and
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3)
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The
Company released the paid-in capital of Yantai HF from Zhongchao Shanghai.
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The HF Warrant was issued
in connection with a framework agreement among Zhongchao Shanghai, Mr. Weigang Yang, and Yantai HF dated August 1, 2019 (the “Framework
Agreement”), pursuant to which Zhongchao Shanghai has agreed to complete Yantai HF’s withdrawal of capital contribution in
Zhongchao Shanghai no later than one month following the completion of HF Capital’s ODI and HF has agreed to invest the same amount
of fund in U.S. dollars in Zhongchao Cayman upon the completion of its ODI registration. In addition, the parties have agreed to, once
the ODI registration of HF Capital is completed, deposit Yantai HF’s capital contribution into a bank account mutually controlled
by Zhongchao Shanghai and Yantai HF, to be used as HF Capital’s capital contribution in Zhongchao Cayman.
As of the date of this
prospectus, the registration of Yantai HF’s withdrawal of its capital contribution in Zhongchao Shanghai has been completed
with local State Administration for Industry and Commerce. The paid-in capital of Yantai HF in an amount of RMB20 million
(approximately US$2.9 million) is currently being held in the corporate bank account of Zhongchao Shanghai and is to be deposited in
a designated bank account mutually controlled by Zhongchao Shanghai and Yantai HF after the completion of HF Capital’s ODI
procedures and to be released as HF Capital’s capital contribution in Zhongchao Cayman as provided in the Framework Agreement.
According to the Administrative Measures for the Outbound Investment by Enterprises promulgated by the NDRC on December 26, 2017
which became effective on March 1, 2018, the Administrative Measures on Outbound Investments promulgated by the MOFCOM on September
6, 2014 which became effective on October 6, 2014, and the Notice of the SAFE on Further Simplifying and Improving the Foreign
Exchange Management Policies for Direct Investment promulgated by the SAFE on 13 February 2015 which became effective on June 1,
2015, the procedures of ODI include obtaining the Filing Notice of Outbound Direct Investment Projects issued by the competent
branch of the NDRC, the Certificate of Outbound Direct Investment of Enterprises issued by the competent branch of the MOFCOM, and
completing the foreign exchange registration of outbound direct investments. HF Capital is currently in the process of completing
its ODI procedures. HF has further committed that in any event if it cannot complete its ODI procedures, HF shall make such capital
contribution to Zhongchao Shanghai in an amount of RMB20 million (approximately US$2.9 million) or to Zhongchao Cayman in the same
amount of fund in U.S. dollars, subject to certain condition.
On March 26, 2020, the board
of Horgos Zhongchao Medical, one of the wholly-owned subsidiaries of the Company, approved its dissolution. The application for cancellation
registration was approved by the registration authority on May 11, 2020.
On August 1, 2020, all shareholders
of Zhongchao Shanghai, except Mr. Yang and Shanghai Xingzhong, decided to withdraw their capital contribution from Zhongchao Shanghai
(the “Capital Reduction”). Given the effect of the Capital Reduction, Mr. Yang became the 76.4% shareholder of Zhongchao Shanghai
with the remaining equity interests held by Shanghai Xingzhong. The Company was advised by its PRC counsel that the VIE arrangements consisting
of a series of six agreements with Zhongchao Shanghai (the “Original VIE Arrangements”) shall be terminated, except for the
Master Exclusive Service Agreement by and between Zhongchao WFOE and Zhongchao Shanghai dated as of August 14, 2019, to reflect the Capital
Reduction. On September 10, 2020, Zhongchao WFOE, and Zhongchao Shanghai, and its shareholders signed a confirmation agreement to confirm
that the Original VIE Agreements have been terminated because of the Capital Reduction.
Accordingly, on September
10, 2020, to clarify the legal effect of the Capital Reduction and to sustain the effective control over Zhongchao Shanghai by the Company,
Mr. Yang and Shanghai Xingzhong, as the shareholders of Zhongchao Shanghai, signed a series of VIE agreements with Zhongchao
WFOE, the terms of which are substantially the same as those of the Original VIE Arrangements except the number of shareholders of Zhongchao
Shanghai reduced to two (the “New VIE Agreements”). Upon entry into the New VIE Agreements, the Original VIE Agreements,
except for the Master Exclusive Service Agreement, were expired.
The board of directors of
the Company approved and ratified the New VIE Agreements. The Company does not expect any negative impact of these New VIE Agreements
on its operation. The New VIE Agreements enable Zhongchao WFOE and the Company to keep the effective control over Zhongchao Shanghai.
On November 16, 2020, Shanghai
Jingyi, a subsidiary of the Company changed its name to Shanghai Zhongxin Medical Technology Co., Ltd. (“Shanghai Zhongxin”).
On September 16, 2020, Horgos
Zhongchao Zhongxing, one of the wholly-owned subsidiaries of the Company, cancelled its registration.
In September 2020, we established
an office in Tianjin as the offices for medical service staff and technic staff. In October 2020, we established an office in Japan and
will pursue potential market opportunities there.
In addition, on April 27,
2020, Beijing Boya was incorporated under the PRC laws, of which 70% of its equity was owned by Zhongchao Shanghai and 30% of its equity
was entrusted to Zhongchao Shanghai by the other shareholder Zhengbo Ma through a certain share entrustment agreement on April 27, 2020.
Beijing Boya is primarily engaged in online hospital services, medical services, elderly nursing services, remote healthcare management
services, healthcare consultation services, sales of medical appliances and other medical products.
On October 12, 2020, two
shareholders of Shanghai Jingyi, Li Dai and Hegang Ma, transferred their shares to Mr. Weiguang Yang. As a result, Mr. Weiguang Yang
holds 49% of Shanghai Jingyi’s equity and Zhongchao Shanghai holds 51% of its equity. Through a certain entrustment agreement
on November 1, 2020, Mr. Weiguang Yang agreed to hold his equity interest of Shanghai Zhongxin on behalf of Shanghai Zhongxun.
On October 23, 2020, Shanghai
Jingyi changed its name to Shanghai Zhongxin Medical Technology Co., Ltd., or Shanghai Zhongxin.
On December 16, 2020, Mr.
Weiguang Yang transferred certain parts of his shares to Zhongchao Yixin and Zhongren Yixin, As a result, Mr. Weiguang Yang, Zhongchao
Yixin, and Zhongren Yixin holds 19%, 20% and 10% of the equity interest of Shanghai Jingyi, respectively.
The following charts summarize
our corporate legal structure and identify our subsidiaries, our VIE and its subsidiaries.
Notes: All percentages reflect the voting ownership
interests instead of the equity interests held by each one of the shareholder of the Company given that each Class B Ordinary Share will
be entitled to 15 votes as compared to Class A Ordinary Share, each one of which will be entitled to 1 vote.
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(1)
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Represents
5,497,715 Class B Ordinary Shares held by Mr. Weiguang Yang (“Yang”), the 100% owner of More Healthy Holding Limited (“More
Healthy”).
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(2)
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Represents
an aggregate of 10,988,809 Class A Ordinary Shares including 9,638,741 Class A Ordinary Shares held by 11 shareholders of Company, each
one of which holds less than 5% voting ownership interests of the Company, as of the date of this prospectus and 1,350,068 Class A Ordinary
Shares to be issued upon exercise of the HF Warrant. See footnote 3 below.
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(3)
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In
order to directly hold equity interest in the Company, HF Capital Management Delta, Inc. (“HF Capital”) has to complete certain
registration and obtain approval with local governmental authority in PRC. As a part of reorganization and due to the aforementioned
factor, HF Capital was granted a warrant to purchase 1,350,068 Class A Ordinary Shares of the Company at a price $0.0001 per share or
such other amount agreed by the Company and HF Capital at a grant price of RMB 20,000,000 (approximately USD$2.9 million) conditioned
upon (i) HF Capital completes necessary registration and obtains approval with local governmental authority in PRC for its direct investment
in the Company and (ii) Zhongchao Shanghai shall have paid HF Capital RMB 20,000,000 as returned capital contribution in Zhongchao Shanghai.
The above chart assumes that HF Capital has not exercised such warrant.
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(4)
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Represents
RMB 2.74 million (approximately USD$0.4 million) subscribed capital contribution to Zhongchao Shanghai, as of the date of this prospectus.
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(5)
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Represents
RMB 9.70 million (approximately USD$1.4 million) subscribed capital contribution to Zhongchao Shanghai, as of the date of this prospectus.
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(6)
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Represents
RMB 1.35 million (approximately USD$0.2 million) subscribed capital contribution to Zhongchao Shanghai, as of the date of this prospectus.
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(7)
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Represents
RMB 3.00 million (approximately USD$0.4 million) subscribed capital contribution to Zhongchao Shanghai, as of the date of this prospectus.
Shanghai Xingzhong Investment Management LP. Ltd., a limited partnership incorporated under the PRC laws (“Shanghai Xingzhong”),
the general partner of which is Weiguang Yang. As the general partner of Shanghai Xingzhong, Weiguang Yang exercises the voting rights
with respect to the shares held by Shanghai Xingzhong.
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(8)
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Represents
RMB 1.35 million (approximately USD$0.2 million) subscribed capital contribution to Zhongchao Shanghai, as of the date of this prospectus.
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(9)
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Beijing
Boya was incorporated under the PRC laws on April 27, 2020, of which 70% of its equity was owned by Zhongchao Shanghai and 30% of its
equity was entrusted to Zhongchao Shanghai by the other shareholder Zhengbo Ma through a certain share entrustment agreement on April
27, 2020.
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(10)
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Shanghai
Zhongxin, a PRC company, which was formerly known as Shanghai Jingyi, or Shanghai Jingyi Medical Technology Co., Ltd., a PRC company
and changed to its current name as Shanghai Zhongxin on November 16, 2020. On October 12, 2020, two shareholders of Shanghai Jingyi,
Li Dai and Hegang Ma, transferred their shares to Mr. Weiguang Yang. As a result, Mr. Weiguang Yang holds 49% of Shanghai Jingyi’s
equity and Zhongchao Shanghai holds 51% of its equity. On November 1, 2020, Mr. Weiguang Yang transferred certain parts of his shares
to Zhongchao Yixin and Zhongren Yixin. As a result, Mr. Weiguang Yang, Zhongchao Yixin, and Zhongren Yixin hold 19%, 20% and 10% of the
equity interest of Shanghai Jingyi, respectively. Through certain entrustment agreements, Mr. Weiguang Yang, Zhongchao Yixin and Zhongren
Yixin hold 19%, 20% and 10% of the equity interest of Shanghai Jingyi on behalf of Shanghai Zhongxun, respectively. As a result,
Shanghai Zhongxun owns 100% of Shanghai Zhongxin’s equity interest.
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Business Overview
Our Company
We are a provider of healthcare
information, education, and training services to healthcare professionals and the public in China. We offer a wide range of online and
onsite health information services, healthcare education programs, and healthcare training products, consisting primarily of clinical
practice training, open classes of popular medical topics, interactive case studies, academic conference and workshops, continuing education
courses, and articles and short videos with educational healthcare content to healthcare professionals as well as the public. The services,
programs, and products that we provide:
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●
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make
it easier for healthcare professionals to access healthcare reference sources, stay abreast of the latest medical information, learn
about new treatment options, earn continuing medical education credits and communicate with peers; and
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enable
the public to obtain health information on a particular disease or condition, offer content on topics of individual interest, improve
public health consciousness, and promote people’s lifestyle.
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We provide our healthcare
information, education, and training services to the healthcare professionals under our “MDMOOC” brand, which we believe is
one of the leading consumer brands in China’s healthcare training and education sector, as evidenced by the Securities Research
Report on online medical care industry by Essence Securities Co., Ltd., a company provides securities services throughout China, where
we are considered as one of the main and typical public company proving medical training with doctor interactive and online training platform
and leading the Internet medical education industry. We provide our healthcare educational content to the public via our “Sunshine
Health Forums”, which, based on the amount of the registered users and daily review volume, we believe is one of the largest platform
in China, for general healthcare knowledge and information to the public.
We commenced our operation,
through Zhongchao Shanghai, in August 2012 with a vision to offer a wide range of accessible and immediate healthcare information and
continuous learning and training opportunities for Chinese healthcare professionals. Since our inception, we have focused on developing
our information, education, and training programs to address the needs in the healthcare industry in China; and developing online platforms
and onsite activities to deliver our information services, education programs and training products.
MDMOOC-Healthcare Information, Education, and Training for Professionals
Online Platforms
We launched our first online
platform in a form of website, www.mdmooc.org, under our “MDMOOC” brand in 2013 to provide information, education, and training
services to physicians and allied healthcare professionals, such as pharmacists and nurses primarily located in China, via Internet-Plus
solutions. Internet Plus refers to the applications of the internet and other information technology in conventional industries, such
as manufacturing, education and healthcare. It is an incomplete equation where various internet (mobile, cloud computing, big data or
Internet of Things) can be added to other traditional fields. We further launched our MDMOOC Wechat subscription account and MDMOOC mobile
App in 2015 and 2016, respectively (together with the website, the “MDMOOC online platform”). Healthcare professionals in
China can apply for registration with their healthcare qualification to get access to our MDMOOC online platform.
The programs available on
our MDMOOC online platform enable our users to timely obtain extension knowledge of precedents, treatments, and first-hand experiences
of various disease and other healthcare related matters. In addition, our MDMOOC online platform offers these professional users what
we believe is one of the largest online libraries of continuing medical education programs in China that are produced in association with
entities accredited by the National Health Commission of the PRC, such as Chinese Medical Association and Chinese Journal of Continuing
Medical Education. From the convenience of their home or office computer and mobile App, our professional users can access a variety of
accredited editorial resources and programs including online journal articles, medical conferences, and open classes and obtain continuing
medical education credits which are required for the healthcare qualification of doctors, nurses, and pharmacists.
We believe MDMOOC online platform
helps healthcare professionals improve their clinical knowledge and practice of medicine. Since launching in 2013, we have been continuously
developing our MDMOOC online platform with new forms of Internet-based education solutions. There are currently approximately 2,976 education
and training programs available on our MDMOOC online platform and free to our registered users. About 95% of all our programs are self-developed
by our research and development team. The original content of these programs, including daily medical thesis, commentary, conference coverage,
expert columns, and activities are written by our research and development team and authors from widely respected academic institutions,
and edited and managed by our in-house editorial staff. The remaining 5% of programs are created under the purchase orders of our corporate
or institution customers, where we develop customized programs with designated healthcare topics. Such 5% of programs are only available
to certain registered users with program passcodes provided by our corporate or institution customers. Our revenues are mainly sourced
from these 5% of programs.
We currently provide our proprietary
interactive programs via Practice Improvement (PI), a problem-based and case-based form of healthcare course, which integrates state-of-the-art
treatment information and clinical cases for particular diseases into interactive practice modules; Community of Practice Share (COPS),
an online and live clinical experience sharing platform that creates the most effective discussion in a particular healthcare domain or
medical area due to the common interests of the users; Continuing Professional Development (CPD), a section of our platform that provides
discussions and articles focusing on the future development and the differences between Continuing Medical Education (CME) and Continuing
Professional Development (CPD), and other general information of physician competency framework and Meta-analysis. Our original, exclusive
and proprietary content includes innovative features such as after-class quiz, key point summary and highlight during the courses, and
peer-review and comments.
We believe that our ability
to create, source, edit and organize online healthcare-related content, interactive education services, and training programs has made
MDMOOC online platform one of the leading health destinations and most recognized information platform in healthcare sector in China.
As of the date of this prospectus, our MDMOOC online platform has more than 680,000 registered users and a database of more than 2 million
healthcare experts including over 700,000 physicians, and 1,300,000 allied healthcare professionals in medical academics, associations,
and leading hospitals who constantly collaborate with us to develop training programs on needed basis.
Onsite Education Activities
In addition to healthcare
information, education, and training via Internet-Plus, we organize onsite healthcare and medical training sessions and academic conferences
from time to time under our “MDMOOC” brand. For instance, in January 2019, we launched EWMA-certified (defined as below) wound-management
collaboration training programs, covering the topics including but not limited to basic concepts of acute and chronic wounds, management
of different levels of surgical and non-surgical wounds, the construction of different levels of wound centers, and medical staff collaboration
in the process of wound management.
We cooperate with Beijing
Chronic Disease Prevention and Health Education Research Association and Professor Yixin Zhang from the Ninth People’s Hospital
of Shanghai Jiao Tong University School of Medicine to create courses titled “Essential Course for Wound Care Management”
and “Advanced Course for Surgical Wound Treatment”. These courses have been certified and authorized by the European Wound
Management Association (EWMA), a European not-for-profit umbrella organization, linking national wound management organizations, individuals
and groups with interest in wound care. We plan to hold four (4) training programs for Essential Course for Wound Care Management and
two (2) training programs for Advanced Course for Surgical Wound Treatment. Each program will accept no more than twenty (20) applicants
who shall hold academic credential above undergraduate. We also require all applicants to have more than six-year working experience in
the field of wound repair. We will issue a certificate to each of the applicant upon completion of the training as their proof of achievement
and ability in the wound management and treatment
As of the date of this prospectus,
we have successfully held the first short-term training program for Essential Course for Wound Care Management in Fujian, China from March
28, 2019 to April 4, 2019 and our first training program for Advanced Course for Surgical Wound Treatment from June 23, 2019 to June 29,
2019 in Jiangsu, China. We further held the second and third training programs for Essential Course for Wound Care Management in Zhejiang,
China from August 25, 2019 to August 31, 2019 and our second and third training programs for Advanced Course for Surgical Wound Treatment
from December 1, 2019 to December 7, 2019 in Jilin, China. As a result of the outbreak of COVID-19 and pandemic, we postponed our original
plan to hold our future training programs in the 1st quarter of 2020 in Zhengzhou, Henan Province. However, we successfully
held the postponed Essential Courses for Wound Care Management and the Advanced Courses for Wound Treatment in Xi’an from September
10, 2020 to September 18 2020, and in Hangzhou from December 18, 202 to December 26, 2020, respectively.
We believe the combination
of online and onsite services would provide our end-users the greatest convenience. With more choices of the forms of healthcare education,
we enrich the learning experience of our end-users.
New Plug-in to Certain
Programs- Assistance in Patient-Aid Projects
Commencing from the fourth
quarter of 2018, in addition to providing training and education courses through our platforms, we have been engaged by certain customers
on a project basis to establish individual columns on our MDMOOC online platform to provide training and knowledge of certain drug treatment
for healthcare professionals and patients. Most of the drug treatments are cancer-related or rare disease-related. We establish online
columns to facilitate qualified patients to obtain free drug treatment from not-for-profit organizations (“NFPs”) till the
earlier of the expiration of contract period or the free drugs are completely delivered. For each column, we plug in features to manage
the drug treatment including reviewing patients’ applications, tracking their usage of drugs, and collecting related information
(such programs with new plug-in features are hereinafter referred as the “patient-aid projects”). Those customers are existing
customers of us. They provide those drugs sponsored by pharmaceutical companies without charge to qualified patients and we charge those
customers on our services in connection with the online columns and related training and management. In this way, we believe not only
can we facilitate the clinical application of those drugs, but also benefit patients.
As of the date of this prospectus,
we have established nearly 20 columns for cancer-related drug treatment, including drug treatment for lung cancer, liver cancer, and extended
blood cancer, and 4 columns for drug treatment of rare diseases, including drug treatment for pulmonary fibrosis, multiple sclerosis,
and systemic lupus erythematosus. The total number of patients covered under these patient-aid projects has reached nearly 45,000 by the
end of 2020. We have launched another 3 or 4 columns for the treatment of rare diseases, including Fabry disease and Gaucher disease in
mid-2020. We expect the numbers of columns for both cancer-related treatment and treatment of rare diseases double by the end of 2021,
coving an aggregate of nearly 65,000 patients.
Sunshine Health Forums-Healthcare Information
and Education for the Public
Our goal is not only to provide continuing education
and training to healthcare professionals but to promote healthy lifestyle and provide healthcare knowledge to the public. In order to
achieve that, we develop and operate the Sunshine Health Forums, online education-for-all platforms that disseminate articles and features
related to healthcare and wellness education, medical behavior intervention, and newly developed health technology and application. We
launched our Sunshine Health Forums in a form of website, www.ygjkclass.com, in May 2016 followed by WeChat subscription account in August
2016, and mobile App in 2017. We establish one forum for each category of diseases for the convenience of the public. We cooperate with
certain well-known we-media platforms in China, including but not limited Toutiao.com, Yidianzixun.com, Douyin.com, CN-Healthcare.com,
iQiyi, Youku, and Huoshan.com to streamline our articles co-produced by healthcare professionals and us.
Corporate Information
Our principal executive office
is located on the 841 Yan’an Middle Road, Jing’An District, Shanghai, China 200040. Our telephone number is 021-32205987.
We maintain a website at http://izcmd.com that contains information about our Company, though no information contained on our website
is part of this prospectus.
RISK FACTORS
Investing in our securities
involves a high degree of risk. You should carefully consider the risk factors set forth under “Risk Factors” described in
our most recent annual report on Form 20-F, filed on April 30, 2021, as supplemented and updated by subsequent current reports on
Form 6-K that we have filed with the SEC, together with all other information contained or incorporated by reference in this prospectus
and any applicable prospectus supplement and in any related free writing prospectus in connection with a specific offering, before making
an investment decision. Each of the risk factors could materially and adversely affect our business, operating results, financial condition
and prospects, as well as the value of an investment in our securities, and the occurrence of any of these risks might cause you to lose
all or part of your investment.
USE OF PROCEEDS
Except as described in any
prospectus supplement and any free writing prospectus in connection with a specific offering, we currently intend to use the net proceeds
from the sale of the securities offered under this prospectus to fund the development and commercialization of our projects and the growth
of our business, primarily working capital, and for general corporate purposes. We may also use a portion of the net proceeds to acquire
or invest in technologies, products and/or businesses that we believe will enhance the value of our Company, although we have no current
commitments or agreements with respect to any such transactions as of the date of this prospectus. We have not determined the amount of
net proceeds to be used specifically for the foregoing purposes. As a result, our management will have broad discretion in the allocation
of the net proceeds and investors will be relying on the judgment of our management regarding the application of the proceeds of any sale
of the securities. If a material part of the net proceeds is to be used to repay indebtedness, we will set forth the interest rate and
maturity of such indebtedness in a prospectus supplement. Pending use of the net proceeds will be deposited in interest bearing bank accounts.
DILUTION
If required, we will set forth
in a prospectus supplement the following information regarding any material dilution of the equity interests of investors purchasing securities
in an offering under this prospectus:
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●
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the
net tangible book value per share of our equity securities before and after the offering;
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the
amount of the increase in such net tangible book value per share attributable to the cash payments made by purchasers in the offering;
and
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●
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the
amount of the immediate dilution from the public offering price which will be absorbed by such purchasers.
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DESCRIPTION OF SHARE CAPITAL
The following description
of our capital stock (which includes a description of securities we may offer pursuant to the registration statement of which this prospectus,
as the same may be supplemented, forms a part) does not purport to be complete and is subject to and qualified in its entirety by our
Amended and Restated Memorandum and Articles of Association (“M&A”) and by the applicable provisions of Cayman Islands
law.
Our authorized capital stock consists
of 450,000,000 Class A Ordinary Shares and 50,000,000 Class B Ordinary Shares. As of May 13, 2021, there were 18,085,355 Class A Ordinary
Shares and 5,497,715 Class B Ordinary Shares outstanding.
The following description of
our capital stock is intended as a summary only and is qualified in its entirety by reference to our M&A, which have been filed previously
with the SEC, and applicable provisions of Cayman Islands law.
We, directly or through agents,
dealers or underwriters designated from time to time, may offer, issue and sell, together or separately, up to $45,000,000 in the aggregate
of:
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secured
or unsecured debt securities consisting of notes, debentures or other evidences of indebtedness which may be senior debt securities,
senior subordinated debt securities or subordinated debt securities, each of which may be convertible into equity securities;
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warrants
to purchase our securities;
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rights
to purchase our securities; or
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units
comprised of, or other combinations of, the foregoing securities.
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Our authorized capital stock
consists of 450,000,000 Class A Ordinary Shares and 50,000,000 Class B Ordinary Shares. As of May 13, 2021, there were 18,085,355 Class
A Ordinary Shares and 5,497,715 Class B Ordinary Shares outstanding (not including 1,350,068 Class A Ordinary Shares to be issued upon
exercise of the HF Warrant issued to HF Capital. For more details regarding the HF Warrant, please see “Our Corporate History and
Structure”).
We may issue the debt securities
as exchangeable for or convertible into Ordinary Shares, preferred shares or other securities. The preferred shares may also be exchangeable
for and/or convertible into Ordinary Shares, another series of preferred shares or other securities. The debt securities, the preferred
shares, the Ordinary Shares and the warrants are collectively referred to in this prospectus as the “securities.” When a particular
series of securities is offered, a supplement to this prospectus will be delivered with this prospectus, which will set forth the terms
of the offering and sale of the offered securities.
Ordinary Shares
The following are summaries of material provisions of our M&A,
corporate governance policies and the Companies Act (Revised) of the Cayman Islands (“Companies Act”) insofar as they relate
to the material terms of our Class A Ordinary Shares and Class B Ordinary Shares.
Objects of Our Company
Under
our M&A, the objects of our Company are unrestricted and we have the full power and authority to carry out any object not prohibited
by the law of the Cayman Islands.
Share Capital
Our
authorized share capital is divided into Class A Ordinary Shares and Class B Ordinary Shares. Holders of our Class A Ordinary Shares and
Class B Ordinary Shares will have the same rights except for voting rights and conversion rights.
The
holders of Class A Ordinary Shares are entitled to 1 vote for each such share held and shall be entitled to notice of any shareholders’
meeting, and, subject to the terms of M&A, to vote thereat. The Class A Ordinary Shares are not redeemable at the option of the holder
and are not convertible into shares of any other class.
The
holders of Class B Ordinary Shares shall have the right to 15 votes for each such share held, and shall be entitled to notice of any shareholders’
meeting and, subject to the terms of the M&A, to vote thereat. The Class B Ordinary Shares are not redeemable at the option of the
holder but are convertible into Class A Ordinary Shares at any time after issue at the option of the holder on a one to one basis.
Dividends
The holders of our Class A Ordinary Shares and Class B Ordinary Shares
are entitled to such dividends as may be declared by our Board of Directors subject to the Companies Act and to our M&A.
Voting Rights
In
respect of all matters subject to a shareholders’ vote, each Class B Ordinary Share is entitled to 15 votes, and each Class A Ordinary
Share is entitled to 1 vote, voting together as one class. At any general meeting a resolution put to the vote of the meeting shall be
decided on a poll which shall be taken at such time and in such manner as the Chairman of the meeting directs and the result of the poll
shall be deemed to be the resolution of the meeting
No
business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business;
one or more members holding Ordinary Shares which carry in aggregate (or representing by proxy) not less than one-third of all votes attaching
to all Ordinary Shares in issue and entitled to vote at such general meeting, present in person or by proxy or, if a corporation or other
non-natural person, by its duly authorised representative, shall be a quorum for all purposes provided always that if the Company has
one (1) member of record, the quorum shall be that one (1) member present in person or by proxy. To avoid confusion for the purpose, when
counting the quorum, each issued and outstanding Class A Ordinary Share has one (1) vote and each issued and outstanding Class B Ordinary
Share has fifteen (15) votes. An ordinary resolution to be passed at a general meeting requires the affirmative vote of a simple majority
of the votes cast, while a special resolution requires the affirmative vote of at least two-thirds of votes cast at a general meeting.
A special resolution will be required for important matters.
Conversion
Class
A Ordinary Shares are not convertible. Each Class B Ordinary Share shall be convertible, at the option of the holder thereof, into such
number of fully paid and non-assessable Class A Ordinary Shares on the basis that one Class B Ordinary Share shall be converted into one
Class A Ordinary Share (being a 1:1 ratio and hereafter referred to as the “Conversion Rate”), subject to adjustment.
Transfer of Ordinary Shares
Subject
to the restrictions set out below, any of our shareholders may transfer all or any of his, its or her Class A Ordinary Shares or Class
B Ordinary Shares by an instrument of transfer in the usual or common form or any other form approved by our Board of Directors or in
a form prescribed by the stock exchange on which our shares are then listed.
Our
Board of Directors may, in its sole discretion, decline to register any transfer of any Class A Ordinary Shares or Class B Ordinary Shares
whether or not it is fully paid up to the total consideration paid for such shares. Our directors may also decline to register any transfer
of any Class A Ordinary Shares or Class B Ordinary Shares if (a) the instrument of transfer is not accompanied by the certificate covering
the shares to which it relates or any other evidence as our Board of Directors may reasonably require to prove the title of the transferor
to, or his/her right to transfer the shares; or (b) the instrument of transfer is in respect of more than one class of shares.
If
our directors refuse to register a transfer, they shall, within two months after the date on which the instrument of transfer was lodged,
send to the transferee notice of such refusal.
The
registration of transfers may be suspended and the register closed at such times and for such periods as our Board of Directors may from
time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more
than 30 days in any year.
Winding-Up/Liquidation
On
a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of shares), a liquidator may be appointed
to determine how to distribute the assets among the holders of the Class A Ordinary Shares and Class B Ordinary Shares. If our assets
available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are
borne by our shareholders proportionately; a similar basis will be employed if the assets are more than sufficient to repay the whole
of the capital at the commencement of the winding up.
Calls on Ordinary Shares and Forfeiture of
Ordinary Shares
Our
Board of Directors may from time to time make calls upon shareholders for any amounts unpaid on their Class A Ordinary Shares or Class
B Ordinary Shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment. The shares
that have been called upon and remain unpaid on the specified time are subject to forfeiture.
Redemption of Shares
We
may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner
as may be determined by our Board of Directors.
Variations of Rights of Shares
All
or any of the special rights attached to any class of shares may, be varied with the resolution of at least two thirds of the issued shares
of that class or a resolution passed at a general meeting of the holders of the shares of that class present in person or by proxy or
with the consent in writing of the holders of at least two-thirds of the issued shares of that class.
Inspection of Books
and Records
Directors shall from time to time determine whether and to what extent
and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open
to the inspection of members not being Directors and no member (not being a Director) shall have any right of inspecting any account or
book or document of the Company except as conferred by Companies Act or authorized by the Directors or by the Company in a general meeting.
However, the Directors shall from time to time cause to be prepared and to be laid before the Company in a general meeting, profit and
loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by Companies Act. (See “Where
You Can Find More Information”)
Issuance of Additional Shares
Our
M&A authorize our Board of Directors to issue additional Class A Ordinary Shares or Class B Ordinary Shares from time to time as our
Board of Directors shall determine, to the extent there are available authorized but unissued shares.
Our
Board of Directors may, issue preferred shares without action by our shareholders to the extent there are authorized but unissued shares
available. Issuance of additional shares may dilute the voting power of holders of Class A Ordinary Shares and Class B Ordinary Shares.
However, our Memorandum of Association provides for authorized share capital comprising Class A Ordinary Shares and Class B Ordinary Shares
and to the extent the rights attached to any class may be varied, the Company must comply with the provisions in the M&A relating
to variations to rights of shares.
Anti-Takeover Provisions
Some
provisions of our M&A may discourage, delay or prevent a change of control of our Company or management that shareholders may consider
favorable, including provisions that:
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authorize
our Board of Directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and
restrictions of such preferred shares without any further vote or action by our shareholders (subject to variation of rights of shares
provisions in our M&A); and
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limit
the ability of shareholders to requisition and convene general meetings of shareholders. Our M&A allow our shareholders holding shares
representing in aggregate not less than ten percent of our paid up share capital (as to the total consideration paid for such shares)
in issue to requisition an extraordinary general meeting of our shareholders, in which case our directors are obliged to call such meeting
and to put the resolutions so requisitioned to a vote at such meeting.
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However,
under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our M&A for a proper purpose
and for what they believe in good faith to be in the best interests of our Company.
General Meetings of Shareholders and Shareholder Proposals
Our
shareholders’ general meetings may be held in such place within or outside the Cayman Islands as our Board of Directors considers
appropriate.
As a Cayman Islands exempted company, we are not obliged by the Companies
Act to call shareholders’ annual general meetings. However, our M&A provide that we shall hold a general meeting in each year
as our annual general meeting other than the year in which the M&A were adopted at such time and place as determined by the directors.
The directors may, whenever they think fit, convene an extraordinary general meeting.
Shareholders’
annual general meetings and any other general meetings of our shareholders may be convened by a majority of our Board of Directors. Our
Board of Directors shall give not less than seven days’ written notice of a shareholders’ meeting to those persons whose names
appear as members in our register of members on the date the notice is given (or on any other date determined by our directors to be the
record date for such meeting) and who are entitled to vote at the meeting.
Cayman
Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any
right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association.
Our M&A allow our shareholders holding shares representing in aggregate not less than ten percent of our paid up share capital (as
to the total consideration paid for such shares) in issue to requisition an extraordinary general meeting of our shareholders, in which
case our directors are obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting; otherwise,
our M&A do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general
meetings not called by such shareholders.
Exempted Company
We are an exempted company with limited liability under the Companies
Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. A Cayman Islands exempted company:
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is
a company that conducts its business mainly outside of the Cayman Islands;
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is exempted from certain requirements of the Companies Act, including
the filing an annual return of its shareholders with the Registrar of Companies or the Immigration Board;
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does
not have to make its register of members open for inspection;
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does
not have to hold an annual general meeting;
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may issue negotiable or bearer shares or shares with no par value (subject
to the provisions of the Companies Act);
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may
obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);
and
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may
register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands.
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“Limited
liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the
company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper
purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
Register of Members
Under
Cayman Islands law, we must keep a register of members and there should be entered therein:
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the
names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered
as paid, on the shares of each member;
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the
date on which the name of any person was entered on the register as a member; and
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the
date on which any person ceased to be a member.
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Under
Cayman Islands law, the register of members of our Company is prima facie evidence of the matters set out therein (i.e. the register of
members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of
members is deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members.
Once our register of members has been updated, the shareholders recorded in the register of members are deemed to have legal title to
the shares set against their name.
If
the name of any person is incorrectly entered in, or omitted from, our register of members, or if there is any default or unnecessary
delay in entering on the register the fact of any person having ceased to be a member of our Company, the person or member aggrieved (or
any member of our Company or our Company itself) may apply to the Cayman Islands Grand Court for an order that the register be rectified,
and the Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification
of the register.
Indemnification of Directors and Executive
Officers and Limitation of Liability
Cayman Islands law does not limit the extent to which a company’s
M&A may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands
courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.
Our M&A require us to indemnify our officers and directors for actions, proceedings, claims, losses, damages, costs, liabilities and
expenses (“Indemnified Losses”) incurred in their capacities as such unless such Indemnified Losses arise from dishonesty
of such directors or officers. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law
for a Delaware corporation.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling
us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
Preferred Shares
As
all the current authorized share capital is designated as Ordinary Shares, shareholders’ special resolution will be needed to amend
the Company’s M&A to alter its authorized share capital if the Company decides to issue preferred shares. After such resolution
and amendment, the Board is empowered to allot and/or issue (with or without rights of renunciation), grant options over, offer or otherwise
deal with or dispose of any unissued shares of the Company (whether forming part of the original or any increased share capital), either
at a premium or at par, with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting,
return of capital or otherwise and to such persons, on such terms and conditions, and at such times as the Board may decide and they may
allot or otherwise dispose of them to such persons (including any director of the Board) on such terms and conditions and at such time
as the Board may determine.
You
should refer to the prospectus supplement relating to the series of preferred shares being offered for the specific terms of that series,
including:
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title
of the series and the number of shares in the series;
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the
price at which the preferred shares will be offered;
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the
dividend rate or rates or method of calculating the rates, the dates on which the dividends will be payable, whether or not dividends
will be cumulative or noncumulative and, if cumulative, the dates from which dividends on the preferred shares being offered will cumulate;
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the
voting rights, if any, of the holders of preferred shares being offered;
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the
provisions for a sinking fund, if any, and the provisions for redemption, if applicable, of the preferred shares being offered, including
any restrictions on the foregoing as a result of arrearage in the payment of dividends or sinking fund installments;
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the
liquidation preference per share;
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the
terms and conditions, if applicable, upon which the preferred shares being offered will be convertible into our Ordinary Shares, including
the conversion price, or the manner of calculating the conversion price, and the conversion period;
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the
terms and conditions, if applicable, upon which the preferred shares being offered will be exchangeable for debt securities, including
the exchange price, or the manner of calculating the exchange price, and the exchange period;
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any
listing of the preferred shares being offered on any securities exchange;
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a
discussion of any material federal income tax considerations applicable to the preferred shares being offered;
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the
relative ranking and preferences of the preferred shares being offered as to dividend rights and rights upon liquidation, dissolution
or the winding up of our affairs;
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any
limitations on the issuance of any class or series of preferred shares ranking senior or equal to the series of preferred shares being
offered as to dividend rights and rights upon liquidation, dissolution or the winding up of our affairs; and
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any
additional rights, preferences, qualifications, limitations and restrictions of the series.
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Upon
issuance, the preferred shares will be fully paid and nonassessable, which means that its holders will have paid their purchase price
in full and we may not require them to pay additional funds.
Any
preferred share terms selected by the Board could decrease the amount of earnings and assets available for distribution to holders of
our Ordinary Shares or adversely affect the rights and power, including voting rights, of the holders of our Ordinary Shares without any
further vote or action by the stockholders. The rights of holders of our Ordinary Shares will be subject to, and may be adversely affected
by, the rights of the holders of any preferred shares that may be issued by us in the future. The issuance of preferred shares could also
have the effect of delaying or preventing a change in control of our company or make removal of management more difficult.
Description of Debt Securities
As used in this prospectus,
the term “debt securities” means the debentures, notes, bonds and other evidences of indebtedness that we may issue from time
to time. The debt securities will either be senior debt securities, senior subordinated debt or subordinated debt securities. We may also
issue convertible debt securities. Debt securities issued under an indenture (which we refer to herein as an Indenture) will be entered
into between us and a trustee to be named therein. It is likely that convertible debt securities will not be issued under an Indenture.
The Indenture or forms of
Indentures, if any, will be filed as exhibits to the registration statement of which this prospectus is a part.
As you read this section,
please remember that for each series of debt securities, the specific terms of your debt security as described in the applicable prospectus
supplement will supplement and, if applicable, may modify or replace the general terms described in the summary below. The statement we
make in this section may not apply to your debt security.
Events of Default Under the Indenture
Unless we provide otherwise
in the prospectus supplement or free writing prospectus applicable to a particular series of debt securities, the following are events
of default under the indentures with respect to any series of debt securities that we may issue:
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if
we fail to pay the principal or premium, if any, when due and payable at maturity, upon redemption or repurchase or otherwise;
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if
we fail to pay interest when due and payable and our failure continues for certain days;
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if
we fail to observe or perform any other covenant contained in the Securities of a Series or in this Indenture, and our failure continues
for certain days after we receive written notice from the trustee or holders of at least certain percentage in aggregate principal amount
of the outstanding debt securities of the applicable series. The written notice must specify the Default, demand that it be remedied
and state that the notice is a “Notice of Default”;
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if
specified events of bankruptcy, insolvency or reorganization occur; and
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if
any other event of default provided with respect to securities of that series, which is specified in a Board Resolution, a supplemental
indenture hereto or an Officers’ Certificate as defined in the Form of Indenture.
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We covenant in the Form of
Indenture to deliver a certificate to the trustee annually, within certain days after the close of the fiscal year, to show that we are
in compliance with the terms of the indenture and that we have not defaulted under the indenture.
Nonetheless, if we issue debt
securities, the terms of the debt securities and the final form of indenture will be provided in a prospectus supplement. Please refer
to the prospectus supplement and the form of indenture attached thereto for the terms and conditions of the offered debt securities. The
terms and conditions may or may not include whether or not we must furnish periodic evidence showing that an event of default does not
exist or that we are in compliance with the terms of the indenture.
The statements and descriptions
in this prospectus or in any prospectus supplement regarding provisions of the Indentures and debt securities are summaries thereof, do
not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the Indentures
(and any amendments or supplements we may enter into from time to time which are permitted under each Indenture) and the debt securities,
including the definitions therein of certain terms.
General
Unless otherwise specified
in a prospectus supplement, the debt securities will be direct secured or unsecured obligations of our company. The senior debt securities
will rank equally with any of our other unsecured senior and unsubordinated debt. The subordinated debt securities will be subordinate
and junior in right of payment to any senior indebtedness.
We may issue debt securities
from time to time in one or more series, in each case with the same or various maturities, at par or at a discount. Unless indicated in
a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the holders of the debt
securities of such series outstanding at the time of the issuance. Any such additional debt securities, together with all other outstanding
debt securities of that series, will constitute a single series of debt securities under the applicable Indenture and will be equal in
ranking.
Should an indenture relate
to unsecured indebtedness, in the event of a bankruptcy or other liquidation event involving a distribution of assets to satisfy our outstanding
indebtedness or an event of default under a loan agreement relating to secured indebtedness of our company or its subsidiaries, the holders
of such secured indebtedness, if any, would be entitled to receive payment of principal and interest prior to payments on the senior indebtedness
issued under an Indenture.
Prospectus Supplement
Each prospectus supplement
will describe the terms relating to the specific series of debt securities being offered. These terms will include some or all of the
following:
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the
title of debt securities and whether they are subordinated, senior subordinated or senior debt securities;
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any
limit on the aggregate principal amount of debt securities of such series;
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the
percentage of the principal amount at which the debt securities of any series will be issued;
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the
ability to issue additional debt securities of the same series;
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the
purchase price for the debt securities and the denominations of the debt securities;
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the
specific designation of the series of debt securities being offered;
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the
maturity date or dates of the debt securities and the date or dates upon which the debt securities are payable and the rate or rates
at which the debt securities of the series shall bear interest, if any, which may be fixed or variable, or the method by which such rate
shall be determined;
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the
basis for calculating interest if other than 360-day year or twelve 30-day months;
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the
date or dates from which any interest will accrue or the method by which such date or dates will be determined;
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the
duration of any deferral period, including the maximum consecutive period during which interest payment periods may be extended;
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whether
the amount of payments of principal of (and premium, if any) or interest on the debt securities may be determined with reference to any
index, formula or other method, such as one or more currencies, commodities, equity indices or other indices, and the manner of determining
the amount of such payments;
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the
dates on which we will pay interest on the debt securities and the regular record date for determining who is entitled to the interest
payable on any interest payment date;
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the
place or places where the principal of (and premium, if any) and interest on the debt securities will be payable, where any securities
may be surrendered for registration of transfer, exchange or conversion, as applicable, and notices and demands may be delivered to or
upon us pursuant to the applicable Indenture;
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the
rate or rates of amortization of the debt securities;
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if
we possess the option to do so, the periods within which and the prices at which we may redeem the debt securities, in whole or in part,
pursuant to optional redemption provisions, and the other terms and conditions of any such provisions;
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our
obligation or discretion, if any, to redeem, repay or purchase debt securities by making periodic payments to a sinking fund or through
an analogous provision or at the option of holders of the debt securities, and the period or periods within which and the price or prices
at which we will redeem, repay or purchase the debt securities, in whole or in part, pursuant to such obligation, and the other terms
and conditions of such obligation;
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the
terms and conditions, if any, regarding the option or mandatory conversion or exchange of debt securities;
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the
period or periods within which, the price or prices at which and the terms and conditions upon which any debt securities of the series
may be redeemed, in whole or in part at our option and, if other than by a board resolution, the manner in which any election by us to
redeem the debt securities shall be evidenced;
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any
restriction or condition on the transferability of the debt securities of a particular series;
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the
portion, or methods of determining the portion, of the principal amount of the debt securities which we must pay upon the acceleration
of the maturity of the debt securities in connection with any event of default if other than the full principal amount;
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the
currency or currencies in which the debt securities will be denominated and in which principal, any premium and any interest will or
may be payable or a description of any units based on or relating to a currency or currencies in which the debt securities will be denominated;
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provisions,
if any, granting special rights to holders of the debt securities upon the occurrence of specified events;
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any
deletions from, modifications of or additions to the events of default or our covenants with respect to the applicable series of debt
securities, and whether or not such events of default or covenants are consistent with those contained in the applicable Indenture;
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any
limitation on our ability to incur debt, redeem stock, sell our assets or other restrictions;
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the
application, if any, of the terms of the applicable Indenture relating to defeasance and covenant defeasance (which terms are described
below) to the debt securities;
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what
subordination provisions will apply to the debt securities;
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the
terms, if any, upon which the holders may convert or exchange the debt securities into or for our Ordinary Shares, preferred shares or
other securities or property;
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whether
we are issuing the debt securities in whole or in part in global form;
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any
change in the right of the trustee or the requisite holders of debt securities to declare the principal amount thereof due and payable
because of an event of default;
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the
depositary for global or certificated debt securities, if any;
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any
material federal income tax consequences applicable to the debt securities, including any debt securities denominated and made payable,
as described in the prospectus supplements, in foreign currencies, or units based on or related to foreign currencies;
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any
right we may have to satisfy, discharge and defease our obligations under the debt securities, or terminate or eliminate restrictive
covenants or events of default in the Indentures, by depositing money or U.S. government obligations with the trustee of the Indentures;
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the
names of any trustees, depositories, authenticating or paying agents, transfer agents or registrars or other agents with respect to the
debt securities;
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to
whom any interest on any debt security shall be payable, if other than the person in whose name the security is registered, on the record
date for such interest, the extent to which, or the manner in which, any interest payable on a temporary global debt security will be
paid if other than in the manner provided in the applicable Indenture;
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if
the principal of or any premium or interest on any debt securities is to be payable in one or more currencies or currency units other
than as stated, the currency, currencies or currency units in which it shall be paid and the periods within and terms and conditions
upon which such election is to be made and the amounts payable (or the manner in which such amount shall be determined);
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the
portion of the principal amount of any debt securities which shall be payable upon declaration of acceleration of the maturity of the
debt securities pursuant to the applicable Indenture if other than the entire principal amount;
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if
the principal amount payable at the stated maturity of any debt security of the series will not be determinable as of any one or more
dates prior to the stated maturity, the amount which shall be deemed to be the principal amount of such debt securities as of any such
date for any purpose, including the principal amount thereof which shall be due and payable upon any maturity other than the stated maturity
or which shall be deemed to be outstanding as of any date prior to the stated maturity (or, in any such case, the manner in which such
amount deemed to be the principal amount shall be determined); and
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any
other specific terms of the debt securities, including any modifications to the events of default under the debt securities and any other
terms which may be required by or advisable under applicable laws or regulations.
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Unless otherwise specified
in the applicable prospectus supplement, the debt securities will not be listed on any securities exchange. Holders of the debt securities
may present registered debt securities for exchange or transfer in the manner described in the applicable prospectus supplement. Except
as limited by the applicable Indenture, we will provide these services without charge, other than any tax or other governmental charge
payable in connection with the exchange or transfer.
Debt securities may bear interest
at a fixed rate or a variable rate as specified in the prospectus supplement. In addition, if specified in the prospectus supplement,
we may sell debt securities bearing no interest or interest at a rate that at the time of issuance is below the prevailing market rate,
or at a discount below their stated principal amount. We will describe in the applicable prospectus supplement any special federal income
tax considerations applicable to these discounted debt securities.
We may issue debt securities
with the principal amount payable on any principal payment date, or the amount of interest payable on any interest payment date, to be
determined by referring to one or more currency exchange rates, commodity prices, equity indices or other factors. Holders of such debt
securities may receive a principal amount on any principal payment date, or interest payments on any interest payment date, that are greater
or less than the amount of principal or interest otherwise payable on such dates, depending upon the value on such dates of applicable
currency, commodity, equity index or other factors. The applicable prospectus supplement will contain information as to how we will determine
the amount of principal or interest payable on any date, as well as the currencies, commodities, equity indices or other factors to which
the amount payable on that date relates and certain additional tax considerations.
Description of Warrants
We may issue warrants to
purchase our Ordinary Shares or preferred shares. Warrants may be issued independently or together with any other securities that may
be sold by us pursuant to this prospectus or any combination of the foregoing and may be attached to, or separate from, such securities.
To the extent warrants that we issue are to be publicly-traded, each series of such warrants will be issued under a separate warrant
agreement to be entered into between us and a warrant agent. While the terms we have summarized below will apply generally to any warrants
that we may offer under this prospectus, we will describe in particular the terms of any series of warrants that we may offer in more
detail in the applicable prospectus supplement and any applicable free writing prospectus. The terms of any warrants offered under a
prospectus supplement may differ from the terms described below.
We will file as exhibits to
the registration statement of which this prospectus is a part, or will incorporate by reference from another report that we file with
the SEC, the form of the warrant and/or warrant agreement, if any, which may include a form of warrant certificate, as applicable that
describes the terms of the particular series of warrants we may offer before the issuance of the related series of warrants. We may issue
the warrants under a warrant agreement that we will enter into with a warrant agent to be selected by us. The warrant agent will act solely
as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any registered
holders of warrants or beneficial owners of warrants. The following summary of material provisions of the warrants and warrant agreements
is subject to, and qualified in its entirety by reference to, all the provisions of the form of warrant and/or warrant agreement and warrant
certificate applicable to a particular series of warrants. We urge you to read the applicable prospectus supplement and any related free
writing prospectus, as well as the complete form of warrant and/or the warrant agreement and warrant certificate, as applicable, that
contain the terms of the warrants.
The particular terms of any
issue of warrants will be described in the prospectus supplement relating to the issue. Those terms may include:
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the
title of the warrants;
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the
price or prices at which the warrants will be issued;
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the
designation, amount and terms of the securities or other rights for which the warrants are exercisable;
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the
designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants issued with
each other security;
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the
aggregate number of warrants;
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any
provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the
warrants;
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the
price or prices at which the securities or other rights purchasable upon exercise of the warrants may be purchased;
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if
applicable, the date on and after which the warrants and the securities or other rights purchasable upon exercise of the warrants will
be separately transferable;
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a
discussion of any material U.S. federal income tax considerations applicable to the exercise of the warrants;
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the
date on which the right to exercise the warrants will commence, and the date on which the right will expire;
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the
maximum or minimum number of warrants that may be exercised at any time;
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information
with respect to book-entry procedures, if any; and
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any
other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
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Exercise of Warrants
Each warrant will entitle
the holder of warrants to purchase the number of Ordinary Shares or preferred shares of the relevant class or series at the exercise price
stated or determinable in the prospectus supplement for the warrants. Warrants may be exercised at any time up to the close of business
on the expiration date shown in the applicable prospectus supplement, unless otherwise specified in such prospectus supplement. After
the close of business on the expiration date, if applicable, unexercised warrants will become void. Warrants may be exercised in the manner
described in the applicable prospectus supplement. When the warrant holder makes the payment and properly completes and signs the warrant
certificate at the corporate trust office of the warrant agent, if any, or any other office indicated in the prospectus supplement, we
will, as soon as possible, forward the securities or other rights that the warrant holder has purchased. If the warrant holder exercises
less than all of the warrants represented by the warrant certificate, we will issue a new warrant certificate for the remaining warrants.
If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise
price for warrants.
Prior to the exercise of any
warrants to purchase Ordinary Shares or preferred shares of the relevant class or series, holders of the warrants will not have any of
the rights of holders of Ordinary Shares or preferred shares purchasable upon exercise, including the right to vote or to receive any
payments of dividends or payments upon our liquidation, dissolution or winding up on the Ordinary Shares or preferred shares purchasable
upon exercise, if any.
Outstanding Warrants
As of the date of this prospectus, there is an outstanding warrant
to purchase 1,350,068 Ordinary Shares.
Description of Rights
We may issue rights to purchase
our securities. The rights may or may not be transferable by the persons purchasing or receiving the rights. In connection with any rights
offering, we may enter into a standby underwriting or other arrangement with one or more underwriters or other persons pursuant to which
such underwriters or other persons would purchase any offered securities remaining unsubscribed for after such rights offering. Each series
of rights will be issued under a separate rights agent agreement to be entered into between us and one or more banks, trust companies
or other financial institutions, as rights agent, that we will name in the applicable prospectus supplement. The rights agent will act
solely as our agent in connection with the rights and will not assume any obligation or relationship of agency or trust for or with any
holders of rights certificates or beneficial owners of rights.
The prospectus supplement
relating to any rights that we offer will include specific terms relating to the offering, including, among other matters:
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the date of
determining the security holders entitled to the rights distribution;
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the
aggregate number of rights issued and the aggregate amount of securities purchasable upon exercise of the rights;
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the
conditions to completion of the rights offering;
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the
date on which the right to exercise the rights will commence and the date on which the rights will expire; and
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any
applicable federal income tax considerations.
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Each right would entitle the
holder of the rights to purchase for cash the principal amount of securities at the exercise price set forth in the applicable prospectus
supplement. Rights may be exercised at any time up to the close of business on the expiration date for the rights provided in the applicable
prospectus supplement. After the close of business on the expiration date, all unexercised rights will become void.
If less than all of the rights
issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than our security holders,
to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby arrangements, as
described in the applicable prospectus supplement.
Description of Units
The following description,
together with the additional information we may include in any applicable prospectus supplement, summarizes the material terms and provisions
of the units that we may offer under this prospectus. While the terms we have summarized below will apply generally to any units that
we may offer under this prospectus, we will describe the particular terms of any series of units in more detail in the applicable prospectus
supplement and any related free writing prospectus. The terms of any units offered under a prospectus supplement may differ from the terms
described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer
a security that is not registered and described in this prospectus at the time of its effectiveness.
We will file as an exhibit
to the registration statement of which this prospectus is a part, or will incorporate by reference from another report we file with the
SEC, the form of unit agreement that describes the terms of the series of units we may offer under this prospectus, and any supplemental
agreements, before the issuance of the related series of units. The following summaries of material terms and provisions of the units
are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental agreements
applicable to a particular series of units. We urge you to read the applicable prospectus supplement and any related free writing prospectus,
as well as the complete unit agreement and any supplemental agreements that contain the terms of the units.
We may issue units consisting
of any combination of the other types of securities offered under this prospectus in one or more series. We may evidence each series of
units by unit certificates that we may issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit
agent, if any, may be a bank or trust company that we select. We will indicate the name and address of the unit agent, if any, in the
applicable prospectus supplement relating to a particular series of units. Specific unit agreements, if any, will contain additional important
terms and provisions. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate
by reference from a current report that we file with the SEC, the form of unit and the form of each unit agreement, if any, relating to
units offered under this prospectus.
If we offer any units, certain
terms of that series of units will be described in the applicable prospectus supplement, including, without limitation, the following,
as applicable
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the
title of the series of units;
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identification
and description of the separate constituent securities comprising the units;
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the
price or prices at which the units will be issued;
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the
date, if any, on and after which the constituent securities comprising the units will be separately transferable;
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a
discussion of certain United States federal income tax considerations applicable to the units; and
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any
other material terms of the units and their constituent securities.
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The provisions described in
this section, as well as those described under “Description of Share Capital - Ordinary Shares and Preferred Shares” and “Description
of Warrants” will apply to each unit and to any Ordinary Shares, preferred shares or warrant included in each unit, respectively.
Issuance in Series
We may issue units in such amounts and in numerous
distinct series as we determine.
Transfer Agent and Registrar
The transfer agent and registrar
for our Ordinary Shares is Transhare Corporation, located in Clearwater, Florida. Their mailing address is 2849 Executive Drive, Suite
2800, Clearwater, FL 33762. Their phone number is (303) 662-1112.
NASDAQ Capital Market Listing
Our Ordinary Shares are listed on the NASDAQ Capital
Market under the symbol “ZCMD.”
PLAN OF DISTRIBUTION
We may sell the securities
offered through this prospectus (i) to or through underwriters or dealers, (ii) directly to purchasers, including our affiliates, (iii)
through agents, or (iv) through a combination of any these methods. The securities may be distributed at a fixed price or prices, which
may be changed, market prices prevailing at the time of sale, prices related to the prevailing market prices, or negotiated prices. The
prospectus supplement will include the following information:
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the
terms of the offering;
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the
names of any underwriters or agents;
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the
name or names of any managing underwriter or underwriters;
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the
purchase price of the securities;
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any
over-allotment options under which underwriters may purchase additional securities from us;
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the
net proceeds from the sale of the securities;
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any
delayed delivery arrangements;
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any
underwriting discounts, commissions and other items constituting underwriters’ compensation;
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any
initial public offering price;
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any
discounts or concessions allowed or reallowed or paid to dealers;
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any
commissions paid to agents; and
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any
securities exchange or market on which the securities may be listed.
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Sale Through Underwriters or Dealers
Only underwriters named in
the prospectus supplement are underwriters of the securities offered by the prospectus supplement. If underwriters are used in the sale,
the underwriters will acquire the securities for their own account, including through underwriting, purchase, security lending or repurchase
agreements with us. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions.
Underwriters may sell the securities in order to facilitate transactions in any of our other securities (described in this prospectus
or otherwise), including other public or private transactions and short sales. Underwriters may offer securities to the public either
through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters.
Unless otherwise indicated in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject
to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. The
underwriters may change from time to time any public offering price and any discounts or concessions allowed or reallowed or paid to dealers.
If dealers are used in the
sale of securities offered through this prospectus, we will sell the securities to them as principals. They may then resell those securities
to the public at varying prices determined by the dealers at the time of resale. The prospectus supplement will include the names of the
dealers and the terms of the transaction.
We will provide in the applicable
prospectus supplement any compensation we will pay to underwriters, dealers or agents in connection with the offering of the securities,
and any discounts, concessions or commissions allowed by underwriters to participating dealers.
Direct Sales and Sales Through Agents
We may sell the securities
offered through this prospectus directly. In this case, no underwriters or agents would be involved. Such securities may also be sold
through agents designated from time to time. The prospectus supplement will name any agent involved in the offer or sale of the offered
securities and will describe any commissions payable to the agent. Unless otherwise indicated in the prospectus supplement, any agent
will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
We may sell the securities
directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect
to any sale of those securities. The terms of any such sales will be described in the prospectus supplement.
Delayed Delivery Contracts
If the prospectus supplement
indicates, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities
at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date
in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The applicable prospectus
supplement will describe the commission payable for solicitation of those contracts.
Market Making, Stabilization and Other Transactions
Unless the applicable prospectus
supplement states otherwise, other than our Ordinary Shares, all securities we offer under this prospectus will be a new issue and will
have no established trading market. We may elect to list offered securities on an exchange or in the over-the-counter market. Any underwriters
that we use in the sale of offered securities may make a market in such securities, but may discontinue such market making at any time
without notice. Therefore, we cannot assure you that the securities will have a liquid trading market.
Any underwriter may also engage
in stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Rule 104 under the Securities Exchange
Act. Stabilizing transactions involve bids to purchase the underlying security in the open market for the purpose of pegging, fixing or
maintaining the price of the securities. Syndicate covering transactions involve purchases of the securities in the open market after
the distribution has been completed in order to cover syndicate short positions.
Penalty bids permit the underwriters
to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a
syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering transactions and penalty
bids may cause the price of the securities to be higher than it would be in the absence of the transactions. The underwriters may, if
they commence these transactions, discontinue them at any time.
General Information
Agents, underwriters, and
dealers may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities, including liabilities
under the Securities Act. Our agents, underwriters, and dealers, or their affiliates, may be customers of, engage in transactions with
or perform services for us, in the ordinary course of business.
LEGAL MATTERS
Except as otherwise set forth in the applicable prospectus supplement,
certain legal matters in connection with the securities offered pursuant to this prospectus will be passed upon for us by Hunter Taubman
Fischer & Li LLC to the extent governed by the laws of the State of New York, and by Ogier to the extent governed by the laws of the
Cayman Islands. If legal matters in connection with offerings made pursuant to this prospectus are passed upon by counsel to underwriters,
dealers or agents, such counsel will be named in the applicable prospectus supplement relating to any such offering.
EXPERTS
The financial statements in
this prospectus as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018, incorporated by reference from
the Company’s Annual Report on Form 20-F for the year ended December 31, 2020 have been audited by Marcum Bernstein & Pinchuk
LLP, an independent registered public accounting firm, as set forth in their report, which is incorporated herein by reference, and are
included in reliance upon such report given on the authority of such firm as experts in accounting and auditing. The office of Marcum
Bernstein & Pinchuk LLP is located at Suite 830, 7 Penn Plaza, New York, New York, 10001.
FINANCIAL INFORMATION
The financial statements
as of December 31, 2020 and 2019 for the years ended December 31, 2020, 2019 and 2018 are included in our Annual Report on Form
20-F, which are incorporated by reference into this prospectus.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to “incorporate
by reference” into this prospectus the information we file with the SEC. This means that we can disclose important information to
you by referring you to those documents. Any statement contained in a document incorporated by reference in this prospectus shall be deemed
to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein, or in any subsequently filed
document, which also is incorporated by reference herein, modifies or supersedes such earlier statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We hereby incorporate by reference
into this prospectus the following documents that we have filed with the SEC under the Exchange Act:
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(1)
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the
Company’s Annual Report on Form
20-F for the fiscal year ended December 31, 2020, filed with the SEC on April 30, 2021;
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(3)
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the
description of our Ordinary Shares incorporated by reference in our registration statement on Form
8-A, as amended (File No. 001-39229) filed with the Commission on February 13, 2020, including any amendment and report subsequently
filed for the purpose of updating that description; and
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All documents that we file
with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (and in the case of a Current Report on Form 6-K, so long
as they state that they are incorporated by reference into this prospectus, and other
than Current Reports on Form 6-K, or portions thereof, furnished under Form 6-K) (i) after the initial filing date of the registration
statement of which this prospectus forms a part and prior to the effectiveness of such registration statement and (ii) after the date
of this prospectus and prior to the termination of the offering shall be deemed to be incorporated by reference in this prospectus from
the date of filing of the documents, unless we specifically provide otherwise. Information that we file with the SEC will automatically
update and may replace information previously filed with the SEC. To the extent that any information contained in any Current Report on
Form 6-K or any exhibit thereto, was or is furnished to, rather than filed with the SEC, such information or exhibit is specifically not
incorporated by reference.
Upon request, we will provide,
without charge, to each person who receives this prospectus, a copy of any or all of the documents incorporated by reference (other than
exhibits to the documents that are not specifically incorporated by reference in the documents). Please direct written or oral requests
for copies to us at 841 Yan’an Middle Road, Jing’An District, Shanghai, China 200040, Attention: Weiguang Yang, 021-32205987.
WHERE YOU CAN FIND MORE INFORMATION
As permitted by SEC rules,
this prospectus omits certain information and exhibits that are included in the registration statement of which this prospectus forms
a part. Since this prospectus may not contain all of the information that you may find important, you should review the full text of these
documents. If we have filed a contract, agreement or other document as an exhibit to the registration statement of which this prospectus
forms a part, you should read the exhibit for a more complete understanding of the document or matter involved. Each statement in this
prospectus, including statements incorporated by reference as discussed above, regarding a contract, agreement or other document is qualified
in its entirety by reference to the actual document.
We are subject to the information
reporting requirements of the Exchange Act that are applicable to foreign private issuers, and, in accordance with these requirements,
we file annual and current reports and other information with the SEC. You may inspect, read (without charge) and copy the reports and
other information we file with the SEC at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549.
You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains
an internet website at www.sec.gov that contains our filed reports and other information that we file electronically
with the SEC.
We maintain a corporate website
at http://izcmd.com. Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus.
ENFORCEABILITY OF CIVIL LIABILITIES
We are incorporated under
the laws of the Cayman Islands as an exempted company with limited liability. We incorporated in the Cayman Islands because of certain
benefits associated with being a Cayman Islands exempted company, such as political and economic stability, an effective judicial system,
a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support
services. However, the Cayman Islands have a less developed body of securities laws that provide significantly less protection to investors
as compared to the securities laws of the United States. In addition, Cayman Islands companies may not have standing to sue before the
federal courts of the United States.
All of our assets are located
in China. In addition, some of our directors and officers are residents of jurisdictions other than the United States and all or a substantial
portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process
within the United States upon us or our directors and officers, or to enforce against us or them judgments obtained in United States courts,
including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United
States.
According to our local Cayman
Islands’ counsel, there is uncertainty with regard to Cayman Islands law relating to whether a judgment obtained from the United
States or Hong Kong courts under civil liability provisions of the securities laws will be determined by the courts of the Cayman Islands
as penal or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment
against a Cayman Islands’ company. The courts of the Cayman Islands in the past determined that disgorgement proceedings brought
at the instance of the Securities and Exchange Commission are penal or punitive in nature and such judgments would not be enforceable
in the Cayman Islands. Other civil liability provisions of the securities laws may be characterized as remedial, and therefore enforceable
but the Cayman Islands’ Courts have not yet ruled in this regard. Our Cayman Islands’ counsel has further advised us that
a final and conclusive judgment in the federal or state courts of the United States under which a sum of money is payable other than a
sum payable in respect of taxes, fines, penalties or similar charges, may be subject to enforcement proceedings as a debt in the courts
of the Cayman Islands.
As of the date hereof, no
treaty or other form of reciprocity exists between the Cayman Islands and Hong Kong governing the recognition and enforcement of judgments.
Cayman Islands’ counsel
further advised that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States or Hong
Kong, a judgment obtained in such jurisdictions will be recognized and enforced in the courts of the Cayman Islands at common law, without
any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of
the Cayman Islands, provided such judgment (1) is given by a foreign court of competent jurisdiction, (2) imposes on the judgment debtor
a liability to pay a liquidated sum for which the judgment has been given, (3) is final, (4) is not in respect of taxes, a fine or a penalty,
and (5) was not obtained in a manner and is of a kind the enforcement of which is contrary to natural justice or the public policy of
the Cayman Islands.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been informed that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
ZHONGCHAO INC.
$45,000,000
Ordinary Shares,
Preferred Shares,
Debt Securities
Warrants,
Rights and
Units
PROSPECTUS
May 17, 2021
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and Officers
Cayman Islands law does not limit the extent to which a company’s
M&A may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands
courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.
Our M&A requires us to indemnify our officers and directors for actions, proceedings, claims, losses, damages, costs, liabilities
and expenses (“Indemnified Losses”) incurred in their capacities as such unless such Indemnified Losses arise from dishonesty
of such directors or officers. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law
for a Delaware corporation.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling
us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
Item 9. Exhibits
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To
be filed by amendment or as an exhibit to a filing with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 and
incorporated by reference in connection with the offering of securities to the extent required for any such offering.
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Item 10 Undertakings
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(a)
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The
undersigned registrant hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
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provided, however, that paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is
contained in a form of prospectus filed pursuant to Rule 424(b).
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(2)
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That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
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(4)
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That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
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(i)
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Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the registration statement; and
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(ii)
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Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
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(5)
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That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i)
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Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii)
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Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
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(iii)
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The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
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(iv)
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Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(b)
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That,
for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the People’s Republic of China, on May 17, 2021.
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ZHONGCHAO INC.
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By:
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/s/ Weiguang Yang
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Name:
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Weiguang Yang
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Title:
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Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature
appears below hereby constitutes and appoints Weiguang Yang and Pei Xu, and each of them, individually, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, in his or her name, place and stead, in any and all capacities (including
his capacity as a director and/or officer of the registrant), to sign any and all amendments and post-effective amendments and supplements
to this registration statement, and including any registration statement for the same offering that is to be effective upon filing pursuant
to Rule 462(b) under the U.S. Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them,
or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the U.S. Securities Act of 1933, as amended, this Form F-3 registration statement has been signed by the following persons in the capacities
and on the date indicated.
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Signature
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Title
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Date
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/s/ Weiguang Yang
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Chief Executive Officer and
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May 17, 2021
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Weiguang Yang
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Chairman of the Board of Directors
(Principal Executive Officer)
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/s/ Pei Xu
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Chief Financial Officer and Director
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May 17, 2021
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Pei Xu
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(Principal Accounting and Financial Officer)
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/s/ Xuejun Chen
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Chief Medical Officer
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May 17, 2021
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Xuejun Chen
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/s/ Baoqian Tian
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Chief Sales Officer
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May 17, 2021
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Baoqian Tian
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/s/ Shuang Wu
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Chief Operation Officer
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May 17, 2021
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Shuang Wu
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/s/ John C. General
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Independent Director
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May 17, 2021
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John C. General
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/s/ Kevin Dean Vassily
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Independent Director
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May 17, 2021
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Kevin Dean Vassily
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/s/ Dan Li
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Independent Director
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May 17, 2021
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Dan Li
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized
representative in the United States of the Company has signed this Registration Statement or amendment thereto in Newark, DE on May 17,
2021.
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Authorized U.S. Representative
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By:
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/s/ Donald J. Puglisi
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Name:
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Donald J. Puglisi
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Title:
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Managing Director
Puglisi & Associates
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II-5
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