<SEC-DOCUMENT>0001193125-21-326008.txt : 20211110
<SEC-HEADER>0001193125-21-326008.hdr.sgml : 20211110
<ACCEPTANCE-DATETIME>20211110161522
ACCESSION NUMBER:		0001193125-21-326008
CONFORMED SUBMISSION TYPE:	FWP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20211110
DATE AS OF CHANGE:		20211110

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMTD Digital Inc.
		CENTRAL INDEX KEY:			0001809691
		STANDARD INDUSTRIAL CLASSIFICATION:	FINANCE SERVICES [6199]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			E9
		FISCAL YEAR END:			0430

	FILING VALUES:
		FORM TYPE:		FWP
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-256322
		FILM NUMBER:		211396792

	BUSINESS ADDRESS:	
		STREET 1:		#13-02 CECIL COURT
		STREET 2:		138 CECIL STREET
		CITY:			SINGAPORE
		STATE:			U0
		ZIP:			069538
		BUSINESS PHONE:		65

	MAIL ADDRESS:	
		STREET 1:		#13-02 CECIL COURT
		STREET 2:		138 CECIL STREET
		CITY:			SINGAPORE
		STATE:			U0
		ZIP:			069538

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMTD Digital Inc.
		CENTRAL INDEX KEY:			0001809691
		STANDARD INDUSTRIAL CLASSIFICATION:	FINANCE SERVICES [6199]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			E9
		FISCAL YEAR END:			0430

	FILING VALUES:
		FORM TYPE:		FWP

	BUSINESS ADDRESS:	
		STREET 1:		#13-02 CECIL COURT
		STREET 2:		138 CECIL STREET
		CITY:			SINGAPORE
		STATE:			U0
		ZIP:			069538
		BUSINESS PHONE:		65

	MAIL ADDRESS:	
		STREET 1:		#13-02 CECIL COURT
		STREET 2:		138 CECIL STREET
		CITY:			SINGAPORE
		STATE:			U0
		ZIP:			069538
</SEC-HEADER>
<DOCUMENT>
<TYPE>FWP
<SEQUENCE>1
<FILENAME>d943653dfwp.htm
<DESCRIPTION>FREE WRITING PROSPECTUS
<TEXT>
<HTML><HEAD>
<TITLE>Free Writing Prospectus</TITLE>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Issuer Free Writing Prospectus </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Filed Pursuant to Rule 433 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Registration <FONT STYLE="white-space:nowrap">No.&nbsp;333-256322</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">November&nbsp;10, 2021 </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>AMTD
Digital Inc. </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>AMTD Digital Inc., or the Company, has filed a registration statement on Form
<FONT STYLE="white-space:nowrap">F-1,</FONT> including a prospectus, with the Securities and Exchange Commission, or the SEC, for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in that
registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. Investors should rely upon the prospectus and any relevant free writing prospectus for complete details
of this offering. You may obtain these documents and other documents that the Company has filed for free by visiting EDGAR on the SEC website at <U>www.sec.gov</U>. Alternatively, the Company, any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by contacting AMTD Global Markets Limited, at 23/F Nexxus Building, 41 Connaught Road Central, Hong Kong, Attention: ECM Department, by calling +852 3163-3288, or via email:
ibd.project.genesis3@amtdglobalmarkets.com, Loop Capital Markets LLC, at 111 West Jackson Boulevard, Suite 1901, Chicago, IL 60604, U.S.A., Attention: ECM Department, by calling +1 (312) <FONT STYLE="white-space:nowrap">913-4900,</FONT> or via
email: LoopECM@loopcapital.com, Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, U.S.A., Attention: Clifford A. Teller, by calling +1 (212) <FONT STYLE="white-space:nowrap">895-3745,</FONT> or via email: ecitarrella@maximgrp.com,
or Livermore Holdings Limited, at Unit 1214A, 12/F, Tower II Cheung Sha Wan Plaza, 833 Cheung Sha Wan Road, Kowloon, Hong Kong, Attention: ECM Department, by calling +852 3704-9511, or via email: project@livermore.com.hk. You may also access the
Company&#146;s most recent prospectus dated November109, 2021, which was included in Amendment No.&nbsp;9 to the Company&#146;s registration statement on Form <FONT STYLE="white-space:nowrap">F-1,</FONT> as filed with the SEC via EDGAR on
November&nbsp;10, 2021, or Amendment No.&nbsp;
9, by visiting EDGAR on the SEC website at: <A HREF="http://www.sec.gov/Archives/edgar/data/1809691/000119312521325671/d943653df1a.htm">https://www.sec.gov/Archives/edgar/data/1809691/000119312521325671/d943653df1a.htm</A>. </I></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This free writing prospectus reflects the following amendments that were made in Amendment No.&nbsp;9. All references to page numbers are to
page numbers in Amendment No.&nbsp;9. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>(1) Amend the seventh paragraph on the front cover of the prospectus and to read as follows: </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">We face various legal and operational risks and uncertainties relating to our operations. Although we do not have any material operation or
maintain any office or personnel in Mainland China nor do we have any variable interest entities structure in place, we face risks and uncertainties associated with the complex and evolving PRC laws and regulations and as to whether and how the
recent PRC government statements and regulatory developments, such as those relating to variable interest entities, data and cyberspace security, and anti-monopoly concerns, would apply to us. Should these statements or regulatory actions apply to
us in the future, or if we expand our business operations into Mainland China leveraging our <FONT STYLE="white-space:nowrap">fusion-in</FONT> program, through AMTD SpiderNet ecosystem or in some other ways such that we become subject to them to a
greater extent, our ability to conduct our business, invest into Mainland China as foreign investments or accept foreign investments, or list on a U.S. or other overseas exchange may be restricted. For example, if the recent PRC regulatory actions
on data security or other data-related laws and regulations were to apply to us, we could become subject to certain cybersecurity and data privacy obligations, including the potential requirement to conduct a cybersecurity review for our public
offerings at a foreign stock exchange, and the failure to meet such obligations could result in penalties and other regulatory actions against us and may materially and adversely affect our business and results of operations. We also may face risks
relating to the lack of PCAOB inspection on our auditor, which may cause our securities to be delisted from a U.S. stock exchange or prohibited from being traded
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> in the future. The PRC government has significant authority to intervene or influence the China operations of an offshore holding company, such as ours,
at any time. These risks, together with uncertainties in the PRC legal system and the interpretation and enforcement of PRC laws, regulations, and policies, could hinder our ability to offer or continue to offer the ADSs, result in a material
adverse change to our business operations, and damage our reputation, which could cause the ADSs to significantly decline in value or become worthless. For a detailed description of risks relating to doing business in China, see &#147;Risk
Factors&#151;Risks Relating to Doing Business in Mainland China and Hong Kong.&#148; </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">1 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>(2) Amend the eighth paragraph on the front cover of the prospectus and to read as follows: </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">AMTD Digital Inc. is not an operating company but a Cayman Islands holding company with operations primarily conducted by its subsidiaries.
Investors in our ADSs thus are purchasing equity interest in a Cayman Islands holding company. As used in this prospectus, &#147;we,&#148; &#147;us,&#148; &#147;our company,&#148; or &#147;our&#148; refers to AMTD Digital Inc. and its subsidiaries.
This structure involves unique risks to investors. As a holding company, we may rely on dividends from our subsidiaries for our cash requirements, including any payment of dividends to our shareholders. The ability of our subsidiaries to pay
dividends to us may be restricted by the debt they incur on their own behalf or laws and regulations applicable to them. For a detailed description, see &#147;Summary Consolidated Financial Data&#151;Cash Transfers and Dividend Distribution.&#148;
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>(3) Insert a new subheading of &#147;Risks Relating to Doing Business in Mainland China and Hong Kong&#148; under the Summary of Risk Factors section
on page 9 and regroup, with amendments, certain of the original summary risk factors under this new subheading. The disclosures under the new subheading of &#147;Risks Relating to Doing Business in Mainland China and Hong Kong&#148; read as follows:
</B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Although we do not have any material operation or maintain any office or personnel in Mainland China and plan to emphasize Southeast
Asia as our core future area of growth, we may be subject to risks and uncertainties relating to doing business in Mainland China and Hong Kong, which include without limitation the following: </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The PRC government has significant authority to intervene or influence the China operations of an offshore
holding company, such as ours, at any time. The PRC government may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers. If the PRC government exerts more oversight and control over offerings that are
conducted overseas and/or foreign investment in China-based issuers and we were to be subject to such oversight and control, it may result in a material adverse change to our business operations, significantly limit or completely hinder our ability
to offer or continue to offer securities to investors, and cause the ADSs to significantly decline in value or become worthless. </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>

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<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Uncertainties arising from the legal system in China, including uncertainties regarding the interpretation and
enforcement of PRC laws and the possibility that regulations and rules can change quickly with little advance notice, could hinder our ability to offer or continue to offer the ADSs, result in a material adverse change to our business operations,
and damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause the ADSs to significantly decline in value or become worthless. </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Our ADSs may be delisted or prohibited from being traded <FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">over-the-counter</FONT></FONT> under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect auditors who are located in China. The delisting or the cessation of trading of our ADSs, or the threat
of their being delisted or prohibited from being traded, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections deprives our investors with the benefits of such inspections.
The work of our auditor as it relates to the China operations of itself and of any registrant that it serves is currently not inspected by the PCAOB. </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Although we do not have any material operation in Mainland China and plan to emphasize Southeast Asia as our core
future area of growth, we face risks and uncertainties associated with the complex and evolving PRC laws and regulations and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and
cyberspace security and anti-monopoly concerns, would apply to us. Should these statements or regulatory actions apply to us in the future, or if we expand our business operations into Mainland China leveraging our
<FONT STYLE="white-space:nowrap">fusion-in</FONT> program, through AMTD SpiderNet ecosystem or in some other ways such that we become subject to them to a greater extent, our ability to conduct our business, invest into Mainland China as foreign
investments or accept foreign investments, or list on a U.S. or other overseas exchange may be restricted. For example, if the recent PRC regulatory actions on data security or other data-related laws and regulations were to apply to us, we could
become subject to certain cybersecurity and data privacy obligations, including the potential requirement to conduct a cybersecurity review for our public offerings at a foreign stock exchange, and the failure to meet such obligations could result
in penalties and other regulatory actions against us and may materially and adversely affect our business and results of operations. </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">As we do not currently have any material operation or maintain any office or personnel in Mainland China and have
not collected, stored, or managed any personal information in Mainland China, we believe we are not required to obtain any permission from PRC authorities to operate and issue our ADSs to foreign investors as of the date of this prospectus,
including permissions requirements from the CSRC or CAC. However, if we later find out that we were to be required to obtain any permission or approval from the CSRC, the CAC, or other PRC authorities in connection with this offering under PRC law,
we may be fined or subject to other sanctions, and our business, reputation financial condition, and results of operations may be materially and adversely affected. </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For more detailed discussions of these risks, see &#147;Risk Factors&#151;Risks Relating to
Doing Business in Mainland China and Hong Kong&#148; on pages 39 to 43. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>(4) Insert a new subheading of &#147;Risks Relating to Doing Business in
Mainland China and Hong Kong&#148; under the Risk Factors section on page 39 and regroup, with amendments, certain of the original risk factors under this new subheading. The risk factors contained under the new subheading of &#147;Risks Relating to
Doing Business in Mainland China and Hong Kong&#148; are: </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>The PRC government has significant authority to intervene or influence the China
operations of an offshore holding company, such as ours, at any time. The PRC government may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers. If the PRC government exerts more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-based issuers and we were to be subject to such oversight and control, it may result in a material adverse change to our business operations, significantly limit
or completely hinder our ability to offer or continue to offer securities to investors, and cause the ADSs to significantly decline in value or become worthless. </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Our business, prospects, financial condition, and results of operations may be influenced to a significant degree by political, economic, and
social conditions in China generally. The PRC government has significant authority to intervene or influence the China operations of an offshore holding company at any time, which, if extended to companies operating in Hong Kong like us, could
result in a material adverse change to our operations and the value of the ADSs. The PRC government has recently indicated an intent to exert more oversight and control over listings conducted overseas and/or foreign investment in China-based
issuers. We cannot assure you that the oversight will not be extended to companies operating in Hong Kong like us and any such action may hinder our ability to offer or continue to offer our securities to investors, result in a material adverse
change to our business operations, and damage our reputation, which could cause the ADSs to significantly decline in value or become worthless. See also &#147;&#151;Failure to comply with cybersecurity, data privacy, data protection, or any other
laws and regulations related to data may materially and adversely affect our business, financial condition, and results of operations.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Uncertainties arising from the legal system in China, including uncertainties regarding the interpretation and enforcement of PRC laws and the
possibility that regulations and rules can change quickly with little advance notice, could hinder our ability to offer or continue to offer the ADSs, result in a material adverse change to our business operations, and damage our reputation, which
would materially and adversely affect our financial condition and results of operations and cause the ADSs to significantly decline in value or become worthless. </I></B></P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">We may be affected directly or indirectly by PRC laws and regulations. The legal system in
China is a civil law system based on written statutes. Unlike common law systems, it is a system in which decided legal cases may be cited for reference but have less precedential value. The laws, regulations, and legal requirements in China are
quickly evolving and their interpretation and enforcement involve uncertainties. These uncertainties could limit the legal protections available to you and us. In addition, we cannot predict the effect of future developments in the PRC legal system,
particularly with regard to new economies, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. Furthermore, the PRC legal system is
based in part on government policies and internal rules, some of which are not published on a timely basis or at all. As a result, we may not be aware of our potential violation of these policies and rules. In addition, any administrative and court
proceedings in China may be protracted and result in substantial costs and diversion of resources and management attention. New laws and regulations may be enacted from time to time and substantial uncertainties exist regarding the interpretation
and implementation of current and any future PRC laws and regulations applicable to our businesses. In particular, the PRC government authorities may continue to promulgate new laws, regulations, rules and guidelines governing new economy companies
with respect to a wide range of issues, such as intellectual property, unfair competition and antitrust, privacy and data protection, and other matters. Compliance with these laws, regulations, rules, guidelines, and implementations may be costly,
and any incompliance or associated inquiries, investigations, and other governmental actions may divert significant management time and attention and our financial resources, bring negative publicity, subject us to liabilities or administrative
penalties, or materially and adversely affect our business, financial condition, results of operations, and the value of the ADSs. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Our ADSs may be
delisted or prohibited from being traded <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect auditors who are located
in China. The delisting or the cessation of trading of our ADSs, or the threat of their being delisted or prohibited from being traded, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to
conduct inspections deprives our investors with the benefits of such inspections. The work of our auditor as it relates to the China operations of itself and of any registrant that it serves is currently not inspected by the PCAOB. </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Holding Foreign Companies Accountable Act, or the HFCA Act, was enacted on December&nbsp;18, 2020. Pursuant to the HFCA Act, if the SEC
determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC must prohibit our shares or ADSs from being traded
on a national securities exchange or in the <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> trading market in the United States. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an
auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable
professional standards. Since our auditor is located in Greater China, with operations in and who performs audit operations of registrants in China, a jurisdiction where the PCAOB has been unable to conduct inspections without the approval of the
PRC authorities, the work of our auditor as it relates to those operations is currently not inspected by the PCAOB. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On March&nbsp;24, 2021, the SEC adopted interim final rules relating to the implementation
of certain disclosure and documentation requirements of the HFCA Act. We will be required to comply with these rules if the SEC identifies us as having a <FONT STYLE="white-space:nowrap">&#147;non-inspection&#148;</FONT> year under a process to be
subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading prohibition requirements described above. In May 2021, the PCAOB issued a proposed rule 6100, <I>Board
Determinations Under the Holding Foreign Companies Accountable Act</I>, for public comment. The proposed rule is related to the PCAOB&#146;s responsibilities under the HFCA Act, which, according to the PCAOB, would establish a framework for the
PCAOB to use when determining, as contemplated under the HFCA Act, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more
authorities in that jurisdiction. The proposed rule was adopted by the PCAOB on September&nbsp;22, 2021 and approved by the SEC on November&nbsp;5, 2021. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On June&nbsp;22, 2021, the United States Senate passed a bill which, if passed by the United States House of Representatives and signed into
law, would reduce the number of consecutive <FONT STYLE="white-space:nowrap">non-inspection</FONT> years required for triggering the prohibitions under the HFCA Act from three years to two. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The SEC may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection. For example, on
August&nbsp;6, 2020, the President&#146;s Working Group on Financial Markets, or the PWG, issued the <I>Report on Protecting United States Investors from Significant Risks from Chinese Companies </I>to the then President of the United States. This
report recommended the SEC implement five recommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfil its statutory mandate. Some of the concepts of these recommendations were implemented
with the enactment of the HFCA Act. However, some of the recommendations were more stringent than the HFCA Act. For example, if a company was not subject to PCAOB inspection, the report recommended that the transition period before a company would
be delisted would end on January&nbsp;1, 2022. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The SEC has announced that the SEC staff is preparing a consolidated proposal for the
rules regarding the implementation of the HFCA Act and to address the recommendations in the PWG report. It is unclear when the SEC will complete its rulemaking and when such rules will become effective and what, if any, of the PWG recommendations
will be adopted. The implications of this possible regulation in addition to the requirements of the HFCA Act are uncertain. Such uncertainty could cause the market price of our ADSs to be materially and adversely affected, and our securities could
be delisted or prohibited from being traded <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> earlier than would be required by the HFCA Act. If our securities are unable to be listed on another
securities exchange by then, such a delisting or prohibition of trading would substantially impair your ability to sell or purchase our ADSs when you wish to do so, and the risk and uncertainty associated with a potential delisting or prohibition of
trading would have a negative impact on the price of the ADSs. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The PCAOB&#146;s inability to conduct inspections in China prevents it from fully evaluating
the audits and quality control procedures of our independent registered public accounting firm. As a result, we and investors in the ADSs are deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of
auditors in China makes it more difficult to evaluate the effectiveness of our independent registered public accounting firm&#146;s audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB
inspections, which could cause investors and potential investors in our stock to lose confidence in the audit procedures of our auditor and reported financial information and the quality of our financial statements. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In May 2013, the PCAOB announced that it had entered into a Memorandum of Understanding on Enforcement Cooperation with the CSRC and the PRC
Ministry of Finance, which establishes a cooperative framework between the parties for the production and exchange of audit documents relevant to investigations undertaken by the PCAOB in China or by the CSRC or the PRC Ministry of Finance in the
United States. The PCAOB continues to be in discussions with the CSRC and the PRC Ministry of Finance to permit joint inspections in China of audit firms that are registered with the PCAOB and audit Chinese companies that trade on U.S. exchanges.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Failure to comply with cybersecurity, data privacy, data protection, or any other laws and regulations related to data may materially and adversely
affect our business, financial condition, and results of operations. </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">We may be subject to a variety of cybersecurity, data
privacy, data protection, and other laws and regulations related to data, including those relating to the collection, use, sharing, retention, security, disclosure, and transfer of confidential and private information, such as personal information
and other data. These laws and regulations apply not only to third-party transactions, but also to transfers of information within our organization. These laws and regulations may restrict our business activities and require us to incur increased
costs and efforts to comply, and any breach or noncompliance may subject us to proceedings against us, damage our reputation, or result in penalties and other significant legal liabilities, and thus may materially and adversely affect our business,
financial condition, and results of operations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In some jurisdictions, including Mainland China where we do not have material operations,
the cybersecurity, data privacy, data protection, or other data-related laws and regulations are relatively new and evolving, and their interpretation and application may be uncertain. For example, on July&nbsp;10, 2021, the CAC publicly issued the
Measures for Cybersecurity Censorship (Revised Draft for Comments), which aims to, upon its enactment, replace the existing Measures for Cybersecurity Censorship. The draft measures extend the scope of cybersecurity review to data processing
operators engaging in data processing activities that affect or may affect national security, including overseas listings. Specifically, the draft measures require &#147;critical information infrastructure&#148; or data processors holding over one
million users&#146; personal information to apply for a cybersecurity review before any public offering at a foreign stock exchange. Currently, the period for public comment on the draft measures has ended, and the draft measures&#146;
implementation provisions and anticipated adoption or effective date remain substantially uncertain. We cannot predict the impact of the draft measures on us, if any, at this stage, and we will closely monitor and assess any development in the
rule-making process. If the enacted version of the draft measures mandates clearance of cybersecurity review and other specific actions to be completed by companies operating in Hong Kong like us, we face uncertainties as to whether such clearance
can be timely obtained, or at all. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As of the date of this prospectus, we do not have any material operation or maintain any
office or personnel in Mainland China. We have not collected, stored, or managed any personal information in Mainland China. In addition, we plan to emphasize Southeast Asia as our core future area of growth. As such, we currently do not expect the
draft measures by the CAC or other recent regulations will have an impact on our business, results of operations, or this offering, and we believe that we are compliant with the regulations and policies that have been issued by the CAC to date.
However, we still face uncertainties regarding the interpretation and implementation of these laws and regulations in the future. Cybersecurity review could result in disruption in our operations, negative publicity with respect to our company, and
diversion of our managerial and financial resources. Furthermore, if we were found to be in violation of applicable laws and regulations in China during such review, we could be subject to fines or other government sanctions and reputation damages.
Therefore, potential cybersecurity review, if applicable to us, could materially and adversely affect our business, financial condition, and results of operations. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition, the PRC Data Security Law, which was promulgated by the Standing Committee of the National People&#146;s Congress on
June&nbsp;10, 2021 and took effect on September&nbsp;1, 2021, requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on
data classification and hierarchical protection system for data security. Furthermore, the recently issued Opinions on Strictly Cracking Down Illegal Securities Activities require (i)&nbsp;speeding up the revision of the provisions on strengthening
the confidentiality and archives management relating to overseas issuance and listing of securities and (ii)&nbsp;improving the laws and regulations relating to data security, cross-border data flow, and management of confidential information. The
PRC Personal Information Protection Law, which was promulgated by the Standing Committee of the National People&#146;s Congress on August&nbsp;20, 2021 and took effect on November&nbsp;1, 2021, integrates the scattered rules with respect to personal
information rights and privacy protection and applies to the processing of personal information within Mainland China as well as certain personal information processing activities outside Mainland China, including those for the provision of products
and services to natural persons within China or for the analysis and assessment of acts of natural persons within China. Although as of the date of this prospectus, we have not collected, stored, or managed any personal information in Mainland
China, given that there remain uncertainties regarding the further interpretation and implementation of those laws and regulations, if they are deemed to be applicable to companies operating in Hong Kong like us, we cannot assure you that we will be
compliant with such new regulations in all respects, and we may be ordered to rectify and terminate any actions that are deemed illegal by the government authorities and become subject to fines and other government sanctions, which may materially
and adversely affect our business, financial condition, and results of operations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>If we were to be required to obtain any permission or approval
from the CSRC, the CAC, or other PRC authorities in connection with this offering under PRC law, we may be fined or subject to other sanctions, and our business, reputation financial condition, and results of operations may be materially and
adversely affected. </I></B></P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or
the M&amp;A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, purport to require offshore special purpose vehicles that are controlled by PRC companies or individuals and that have been formed for the purpose of seeking a
public listing on an overseas stock exchange through acquisitions of PRC domestic companies or assets to obtain CSRC approval prior to publicly listing their securities on an overseas stock exchange. The interpretation and implementation of the
regulations remain unclear. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition, the PRC government authorities may strengthen oversight over offerings that are conducted
overseas. For instance, on July&nbsp;6, 2021, the relevant PRC governmental authorities promulgated the Opinions on Strictly Cracking Down on Illegal Securities Activities, which emphasized the need to strengthen the supervision over overseas
listings by PRC companies. Effective measures, such as promoting the construction of relevant regulatory systems, are to be taken to deal with the risks and incidents of China-based overseas-listed companies, cybersecurity and data privacy
protection requirements and similar matters. The Measures for Cybersecurity Censorship (Revised Draft for Comments) issued by the CAC on July&nbsp;10, 2021 also required that, among others, &#147;critical information infrastructure&#148; or data
processors holding over one million users&#146; personal information to apply for a cybersecurity review before any public offering at a foreign stock exchange. These statements and regulations are recently issued and there remain substantial
uncertainties about their interpretation and implementation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As of the date of this prospectus, we do not have any material operation or
maintain any office or personnel in Mainland China. We have not collected, stored, or managed any personal information in Mainland China. In addition, we plan to emphasize Southeast Asia as our core future area of growth. As such, we believe we are
not required to obtain any permission from PRC authorities to operate and issue our ADSs to foreign investors as of the date of this prospectus, including permissions from the CSRC or CAC. However, if we later find out that we were required to
obtain such permissions or approvals in the future in connection with the listing or continued listing of our securities on a stock exchange outside of Hong Kong or Mainland China, it is uncertain how long it will take for us to obtain such
approval, and, even if we obtain such approval, the approval could be rescinded. Any failure to obtain or a delay in obtaining the necessary permissions from the PRC authorities to conduct offerings or list outside of Hong Kong or Mainland China may
subject us to sanctions imposed by the PRC regulatory authorities, which could include fines and penalties, proceedings against us, and other forms of sanctions, and our ability to conduct our business, invest into Mainland China as foreign
investments or accept foreign investments, or list on a U.S. or other overseas exchange may be restricted, and our business, reputation, financial condition, and results of operations may be materially and adversely affected. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>We may be affected by the currency peg system in Hong Kong. </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Since 1983, Hong Kong dollars have been pegged to the U.S. dollars at the rate of approximately HK$7.80 to US$1.00. We cannot assure you that
this policy will not be changed in the future. If the pegging system collapses and Hong Kong dollars suffer devaluation, the Hong Kong dollar cost of our expenditures denominated in foreign currency may increase. This would in turn adversely affect
the operations and profitability of our business. </P>
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