424B5 1 ea182532-424b5_tdholdings.htm PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(5)Registration No. 333-239757 Prospectus Supplement(To Prospectus dated August 4, 2020) TD HOLDINGS, INC. 28,000,000 Shares of Common Stock We are offering 28,000,000 shares of our common stock, $0.001 par value per share, directly to the investors in this offering at a price of $0.35 per share pursuant to this prospectus supplement and the accompanying prospectus. For a more detailed description of the shares of common stock, see the section entitled “Description of Securities We Are Offering” beginning on page S-39. Our shares of common stock are currently traded on the NASDAQ Capital Market under the symbol “GLG.” On July 29, 2023, the closing price of our shares of common stock was $0.55 per share. The aggregate market value of our outstanding shares of common stock held by non-affiliates was approximately $70.6 million based on 156,407,446 outstanding shares of common stock, of which 128,343,446 shares are held by non-affiliates, and per share price of $0.55, which was the last reported price on the NASDAQ Capital Market of our common stock on July 28, 2022. We have offered US$2,059,072.97 of securities pursuant to General Instruction I.B.6. of Form S-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus supplement and we may sell up to approximately US$100 million of securities hereunder. We have negotiated with certain non-U.S. person investors offer and sale of our common stock. See “Plan of Distribution” beginning on page S-40 of this prospectus supplement for more information regarding these arrangements. Investors are purchasing securities of a Delaware holding company rather than securities of our subsidiaries that have substantive business operations in China. The Company is a Delaware holding company that conducts its operations and operates its business in China through its PRC subsidiaries. Such structure involves unique risks to our investors. The Chinese government may intervene in or influence the operation of PRC subsidiaries and exercise significant oversight and discretion over the conduct of their business or may exert more control over offerings conducted overseas by, and/or foreign investment in, China-based issuers, which could result in a material change in our operations and/or the value of our common stock. Further, rules and regulations in China may be changed from time to time, and any actions by the Chinese government to exert more oversight and supervision over offerings that are conducted overseas by, and/or foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. See “Risk Factors — Risks Related to Our Corporate Structure” and “Risk Factors — Risks Related to Doing Business in China”. There are significant legal and operational risks associated with being based in or having the substantial all of our operations in China, including those changes in the legal, political and economic policies of the Chinese government, the relations between China and the United States, or Chinese or U.S. regulations, all of which may materially and adversely affect our business, financial condition and results of operations. Any such changes could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors, and could cause the value of our securities to significantly decline or become worthless. The PRC government has significant authority to exert influence on the ability of a company with substantive operations in China, such as us, to conduct its business, accept foreign investments or list on a U.S. or other foreign exchanges. For example, we face risks associated with regulatory approvals of offshore offerings, anti-monopoly regulatory actions, oversight on cybersecurity and data privacy. As of the date of this prospectus, we do not believe that we are subject to (a) the cybersecurity review with the Cyberspace Administration of China, or CAC, as we do not qualify as a critical information infrastructure operator or possess a large amount of personal information in our business operations, and our business does not involve data possessing that affects or may affect national security, implicates cybersecurity, or involves any type of restricted industry; or (b) merger control review by China’s anti-monopoly enforcement agency due to the fact that we do not engage in monopolistic behaviors that are subject to these statements or