龙运国际美股招股说明书(2017-08-01版)

424B4 1 v471927_424b4.htm 424B4 Filed pursuant to Rule 424(b)(4)Registration No. 333-214932PROSPECTUS 1,000,000 Ordinary Shares(minimum offering amount) 1,666,667 Ordinary Shares(maximum offering amount)Dragon Victory International Limited This is an initial public offering of our Ordinary Shares. We are offering on a best efforts basis a minimum of 1,000,000 and a maximum of 1,666,667 our ordinary shares, US$0.0001 par value per share (“Ordinary Shares”) at a price of US$6.00 per share. Prior to this offering, there has been no public market for Ordinary Shares. We expect our Ordinary Shares will trade on Nasdaq Capital Market, under the symbol “LYL.” We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. Please read the disclosures beginning on page 6 of this prospectus for more information. Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 10 to read about factors you should consider before buying our Ordinary Shares. Number ofOrdinary Shares Initial PublicOfferingPrice UnderwritingDiscounts andCommissions(1) Proceeds to OurCompany BeforeExpenses(2)Minimum 1,000,000 $6 $420,000 $5,580,000 Maximum 1,666,667 $6 $700,000 $9,300,000 (1)See “Underwriting” in this prospectus for more information regarding our arrangements with the underwriter.(2)The total estimated expenses related to this offering are set forth in the section entitled “Discounts, Commissions and Expenses.”The underwriters are selling our Ordinary Shares in this offering on a best efforts basis. The underwriters are not required to sell any specific number or dollar amount of Ordinary Shares but will use its best efforts to sell the Ordinary Shares offered. One of the conditions to our obligation to sell any securities through the underwriters is that, upon the closing of the offering, the Ordinary Shares would qualify for listing on the Nasdaq Capital Market. We do not intend to close this offering unless we sell at least the minimum number of Ordinary Share, at the price per Ordinary Share set forth above, to result in sufficient proceeds to list our Ordinary Shares on the Nasdaq Capital Market. The offering may terminate on the earlier of (i) any time after the minimum offering amount of our Ordinary Shares is raised, or (ii) 90 days from the effective date of this prospectus, or the expiration date. If we can successfully raise the minimum offering amount within the offering period, the proceeds from the offering will be released to us after deducting certain escrow fees. The proceeds from the sale of the Ordinary Shares in this offering will be payable to “Dragon Victory International Limited, Signature Bank, as Escrow Agent” and will be deposited in a separate (limited to funds received on behalf of us) non-interest bearing trust bank account until the minimum offering amount is raised. If we do not raise the minimum offering amount of $6,000,000 before the termination date, we will not conduct a closing of this offering and will return to investors all amounts previously deposited by them in escrow, without interest or deduction. Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body 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.This prospectus does not constitute, and there will not be, an offering of securities to the public in the Cayman Islands. Prospectus dated August 1, 2017. TABLE OF CONTENTSTABLE OF CONTENTS PagePROSPECTUS SUMMARY 1 SUMMARY FINANCIAL DATA 9 RISK FACTORS 10 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 31 ENFORCEABILITY OF CIVIL LIABILITY 33 USE OF PROCEEDS 34 DIVIDEND POLICY 35 CAPITALIZATION 37 DILUTION 38 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 39 INDUSTRY 53 BUSINESS 55 REGULATIONS 73 MANAGEMENT 79 EXECUTIVE COMPENSATION 83 PRINCIPAL SHAREHOLDERS 84 RELATED PARTY TRANSACTIONS 87 DESCRIPTION OF SHARE CAPITAL 89 SHARES ELIGIBLE FOR FUTURE SALE TAXATION 102 TAXATION 104 UNDERWRITING 110 LEGAL MATTERS 119 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 120 EXPERTS 121 INTEREST OF NAMED EXPERTS AND COUNSEL 121 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FORSECURITIES ACT LIABILITIES 121 WHERE YOU CAN FIND MORE INFORMATION 121 INDEX TO FINANCIAL STATEMENTS F-1 i TABLE OF CONTENTSAbout this Prospectus We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assura