20-F 1 f20f2018_dragonvictory.htm ANNUAL REPORT UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report Commission file number: 001-38208 Dragon Victory International Limited(Exact Name of Registrant as Specified in its Charter) N/A (Translation of Registrant’s Name into English) Cayman Islands(Jurisdiction of Incorporation or Organization) 21F Phoenix Center,28 Qiutao Road, Shangcheng District, Hangzhou, PRC(Address of Principal Executive Offices) Jianjun Sun, Chief Executive Officer21F Phoenix Center,28 Qiutao Road, Shangcheng District, Hangzhou, PRCTel: +86-571-82213772Fax: +86-571-82213772(Name, Telephone, and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which RegisteredOrdinary Shares, par value US$0.0001 per share NASDAQ Capital Market Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. An aggregate of 11,421,394 ordinary shares, par value US$0.0001 per share, as of July 29, 2018. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☐ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☐ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐Non-accelerated filer ☐ 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 13(a) of the Exchange Act. ☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other ☐ *If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☐ TABLE OF CONTENTS Page No. Part I1 Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1Item 2.OFFER STATISTICS AND EXPECTED TIMETABLE 1Item 3.KEY INFORMATION 1Item 4.INFORMATION ON THE COMPANY 19Item 4A.UNRESOLVED STAFF COMMENTS 42Item 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS 42Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 56Item 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 61Item 8.FINANCIAL INFORMATION 62Item 9.THE OFFER AND LISTING 63Item 10.ADDITIONAL INFORMATION 64Item 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 69Item 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 70 Part II71 Item 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 71Item 14.MATERIAL