普益财富美股招股说明书(2019-03-19版)

424B4 1 f424b4031419_puyiinc.htm Filed pursuant to Rule 424(b)(4)Registration No. 333-2285104,000,000 American depositary shares representing 6,000,000 ordinary shares (minimum offering amount)6,666,668 American depositary shares representing 10,000,002 ordinary shares (maximum offering amount)Puyi Inc._____________________________________This is the initial public offering of ADSs, by Puyi Inc. Every two ADSs represent three ordinary shares (with each ADS representing 1.5 ordinary shares), par value $0.001 per share. Individual or odd numbers of ADSs may be purchased in this offering and/or subsequently traded. We expect that the initial public offering price will be $6.0 per ADS.No public market currently exists for our ADSs or ordinary shares. We will apply for list the ADSs on the NASDAQ Global Market. We have reserved the symbol “PUYI” for listing on the NASDAQ Global Market. We believe that upon the completion of the offering contemplated by this prospectus, we will meet the standards for listing on the NASDAQ Global Market.We are an “emerging growth company” as defined in the Jumpstart Our Business Act of 2012, as amended, and, as such, will be subject to reduced public company reporting requirements.An investment in our securities is highly speculative, involves a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See “Risk Factors” beginning on page 12 of this prospectus. Minimum offering amount Maximum offering amount Per ordinary share Total Per ordinary share TotalInitial public offering price US$4.0 US$24,000,000 US$4.00 US$40,000,008Commissions to the underwriter (7%) for sales to investors introduced by the underwriter(1) US$0.28 US$1,680,000 US$0.28 US$2,800,001Proceeds to our company before expenses(1)(2) US$3.72 US$22,320,000 US$3.72 US$37,200,007____________(1) We have agreed to pay Network 1 Financial Securities, Inc. (the “Underwriter”) a fee equal to 7% of the gross proceeds of the offering from investors introduced by the Underwriter and a fee equal to 5% of the gross proceeds of the offering from investors introduced by us. The calculation above is based on the assumption that all shares sold in this offering were to investors introduced by the Underwriter. Proceeds to the company will be higher if any shares sold in this offering were to investors introduced by us. 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 “Underwriting - Discounts, Commissions and Expenses.”The underwriter is selling our ADSs in this offering on a best efforts basis. The offering is being made without a firm commitment by the underwriter, which has no obligation or commitment to purchase any securities. The underwriter must sell the minimum number of securities offered (4,000,000 ADSs) if any securities are sold. The underwriter is required to use only its best efforts to sell the securities offered. One of the conditions to our obligation to sell any securities through the underwriter is that, upon the closing of the offering, the ADSs would qualify for listing on the NASDAQ Global Market.We do not intend to close this offering unless we sell at least a minimum number of ADS, at the price per ADS set forth above, to result in sufficient proceeds to list our ADSs on the NASDAQ Global Market. Because this is a best efforts offering, the underwriter does not have an obligation to purchase any securities, and, as a result, there is a possibility that we may not be able to sell the minimum offering amount. The offering may close or terminate, as the case may be, on the earlier of (i) any time after the minimum offering amount of our ADSs is raised, or (ii) 90 days from the date of effectiveness of this prospectus (and for a period of up to 90 additional days if extended by agreement between us and the underwriter). The proceeds from the sale of the ADSs in this offering will be deposited in a separate (limited to funds received on behalf of us) non-interest bearing bank account at JP Morgan Chase established by our escrow agent, or the Escrow Account, until the minimum offering amount is raised. If we can successfully raise the minimum offering amount within the offering period, the proceeds from the offering will be released to us.If we do not receive a minimum of US$24,000,000 by June 16, 2019, all funds will be returned to the investors in this offering promptly after the termination of the offering, without charge, deduction or interest. Prior to June 16, 2019, in no event will funds be returned to the investors unless the offering is terminated.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