数海美股招股说明书(2016-03-02版)

424B3 1 dtss-424b3.htm PROSPECTUS STATEMENT FILED PURSUANT TO RULE 424(B)(3) Filed Pursuant to Rule 424(b)(3)Registration No. 333-202071 PROSPECTUS DATASEA INC. 9,393,000 Shares of Common Stock This is the initial public offering by shareholders of the Datasea Inc. We are registering a total of 9,393,000 shares of our common stock for sale by selling security holders. No shares are being registered for sale by the Company and we will receive no proceeds from this offering. Prior to this offering, no public market has existed for the common stock. Our common stock is listed for quotation on the OTC Pink Market operated by OTC Markets Group, Inc. (“OTC Pink”) under the ticker symbol, “DTSS.” As of the date of this prospectus, there has never been any trading in our common stock. Following the effectiveness of this registration statement of which this prospectus forms a part, the sale and distribution of securities offered hereby may be effected in one or more transactions that may take place on the OTC Pink or such other market on which our common stock is listed or quoted, including ordinary brokers’ transactions, privately negotiated transactions or through sales of one or more dealers for resale of such securities as principals, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The selling security holders and intermediaries through whom such securities are sold may be deemed “underwriters” within the meaning of the Securities Act of 1933, as amended, with respect to the securities offered hereby, and any profits realized or commissions received may be deemed underwriting compensation. An investment in our common stock involves a high degree of risk. You should only purchase shares if you can afford a complete loss of your investment. Our independent auditors have issued an audit opinion for our company, which includes a statement expressing substantial doubt as to our ability to continue as a going concern. Before investing, you should carefully read this prospectus, particular the risks described under the caption “Risk Factors” beginning on page 9. We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. Neither the U.S. Securities and Exchange Commission ("SEC") nor any state securities division has approved or disapproved these securities, or determined if this Prospectus is current, complete, truthful or accurate. Any representation to the contrary is a criminal offense. The date of this prospectus is March 2, 2016. DATASEA INC.TABLE OF CONTENTS Prospectus Summary1Overview1Corporate History and Structure2Our Business Operations3 Implications of Being an Emerging Growth Company7 Corporate Information7 The Offering8Risk Factors9 Risks Relating to Our Business and Industry9Risks Relating to the Our Corporate Structure17Risks Associated With Doing Business in China22 Risks Relating to Our Common Stock32Cautionary Note Regarding Forward-Looking Statements37Use of Proceeds37Selling Security Holders38Plan of Distribution41Description of Securities44 Common Stock44 Non-Cumulative Voting44 Cash Dividends44Corporate History and Structure45Business47Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters52Management's Discussion and Analysis of Financial Condition and Results of Operations54Management61Certain Relationships and Related Party Transactions65 Disclosure of Commission Position on Indemnification for Securities Act Liabilities66 Index to Financial Statements67 Report of Independent Registered Public Accounting FirmF-1 -ii- You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with information different from or in addition to that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are requir