欧朋公司美股招股说明书(2018-07-27版)

424B4 1 tv499398-424b4.htm 424B4 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-2260179,600,000 American Depositary Shares Opera Limited Representing 19,200,000 Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, by Opera Limited. Opera Limited is offering 9,600,000 ADSs to be sold in the offering. Prior to this offering, there has been no public market for the ADSs or our ordinary shares. We have obtained approval to list the ADSs on the NASDAQ Global Select Market under the symbol “OPRA.” Concurrently with, and subject to, the completion of this offering, Tospring Technology Limited (“Bitmain”), IDG China Capital Fund III L.P. (“IDG Capital Fund”) and IDG China Capital III Investors L.P. (“IDG Capital Investors” and together with IDG Capital Fund, “IDG”) have agreed to purchase from us US$50,000,000, US$9,529,000 and US$471,000, respectively, of our ordinary shares, at a price per share equal to the initial public offering price adjusted to reflect the ADS-to-share ratio, or the Concurrent Private Placements. Based on the initial offering price of US$12.00 per ADS, Bitmain, IDG Capital Fund and IDG Capital Investors will purchase 8,333,333, 1,588,166 and 78,500 ordinary shares from us, respectively. The Concurrent Private Placements are conducted pursuant to an exemption from registration with the U.S. Securities and Exchange Commission, or the SEC, under Regulation S of the Securities Act of 1933, as amended. Under the subscription agreements executed on June 26, 2018, the completion of this offering is the only substantive closing condition precedent for the Concurrent Private Placements and if this offering is completed, the Concurrent Private Placements will be completed concurrently. The investors have agreed with the underwriters not to, directly or indirectly, sell, transfer or dispose of any ordinary shares acquired in the Concurrent Private Placements for a period of 180 days after the date of this prospectus. We are an “emerging growth company” as defined under applicable U.S. securities laws and, as such, we are eligible for reduced public company reporting requirements.We are a “controlled company” under the rules of the NASDAQ, and may be exempt from certain corporate governance requirements, though we do not intend to rely on such exemptions. See “Risk Factors—Risks Related to Our ADSs and This Offering—As a “controlled company” under the rules of the NASDAQ, we may be exempt from certain corporate governance requirements that could adversely affect our public shareholders.” See “Risk Factors” beginning on page 14 to read about factors you should consider before buying the ADSs.Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.Per ADS Total Initial public offering price US$12.00US$115,200,000Underwriting discounts and commissions(1)US$0.84US$8,064,000Proceeds, before expenses, to us US$11.16US$107,136,000 (1)For a description of compensation payable to the underwriters, see “Underwriting.” The underwriters have the option to purchase up to an additional 1,440,000 ADSs from us at the initial public offering price less the underwriting discounts and commissions within 30 days from the date of this prospectus. Upon the completion of this offering, Mr. Yahui Zhou, our chairman of the board and chief executive officer, will beneficially own 61.5% of the ordinary shares issued and outstanding and voting power. As a result, Mr. Zhou will have the ability to control or exert significant influence over important corporate matters. The underwriters expect to deliver the ADSs against payment in New York, New York on July 31, 2018. CICCCitigroup(in alphabetical order)CarnegieProspectus dated July 26, 2018. TABLE OF CONTENTS TABLE OF CONTENTSTABLE OF CONTENTS Page Prospectus Summary 1Risk Factors 14Special Note Regarding Forward-Looking Statements and Industry Data 42Use of Proceeds 44Dividend Policy 45Capitalization 46Dilution 47Enforceability of Civil Liabilities 49Corporate History and Structure 51Selected Consolidated Historical and Pro Forma Financial Information54Management’s Discussion and Analysis of Financial Condition and Results of Operations 57Business 86Management 105Principal Shareholders 113Related Party Transactions 115Description of Share Capital 117Description of American Depositary Shares 128Shares Eligible for Future Sale 136Taxation 138Underwriting 146Expenses Related to This Offering 155Legal Matters 156Experts 157Where You Can Find Additional Information 158Index to Consolidated Financial Statements F-1This prospectus contains certain estimates and information concerning our industry, including market position, market size, and growth rates of the markets in which we participate. This information involves a number of assumptions