铜道控股美股招股说明书(2023-07-31版)

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 theinvestors in this offering at a price of $0.35 per share pursuant to this prospectus supplement and the accompanyingprospectus. For a more detailed description of the shares of common stock, see the section entitled “Description ofSecurities 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 wasapproximately $70.6 million based on 156,407,446 outstanding shares of common stock, of which 128,343,446shares are held by non-affiliates, and per share price of $0.55, which was the last reported price on the NASDAQCapital Market of our common stock on July 28, 2022. We have offered US$2,059,072.97 of securities pursuant toGeneral Instruction I.B.6. of Form S-3 during the prior 12 calendar month period that ends on and includes the dateof 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 “Planof Distribution” beginning on page S-40 of this prospectus supplement for more information regarding thesearrangements. Investors are purchasing securities of a Delaware holding company rather than securities of our subsidiariesthat have substantive business operations in China. The Company is a Delaware holding company that conducts itsoperations and operates its business in China through its PRC subsidiaries. Such structure involves unique risks toour investors. The Chinese government may intervene in or influence the operation of PRC subsidiaries and exercisesignificant oversight and discretion over the conduct of their business or may exert more control over offeringsconducted overseas by, and/or foreign investment in, China-based issuers, which could result in a material change inour operations and/or the value of our common stock. Further, rules and regulations in China may be changed fromtime to time, and any actions by the Chinese government to exert more oversight and supervision over offerings thatare conducted overseas by, and/or foreign investment in, China-based issuers could significantly limit or completelyhinder our ability to offer or continue to offer securities to investors and cause the value of such securities tosignificantly decline or be worthless. See “Risk Factors — Risks Related to Our Corporate Structure” and “RiskFactors — Risks Related to Doing Business in China”. There are significant legal and operational risks associated with being based in or having the substantial allof our operations in China, including those changes in the legal, political and economic policies of the Chinesegovernment, the relations between China and the United States, or Chinese or U.S. regulations, all of which maymaterially and adversely affect our business, financial condition and results of operations. Any such changes couldsignificantly limit or completely hinder our ability to offer or continue to offer our securities to investors, and couldcause the value of our securities to significantly decline or become worthless. The PRC government has significantauthority 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 risksassociatedwith regulatory approvals of offshore offerings,anti-monopoly regulatory actions,oversight oncybersecurity and data privacy. As of the date of this prospectus, we do not believe that we are subject to (a) thecybersecurity review with the Cyberspace Administration of China, or CAC, as we do not qualify as a criticalinformation infrastructure operator or possess a large amount of personal information in our business operations, andour 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 enforcementagency due to the fact that we do not engage in monopolistic behaviors that are subject to these statements orregulatory actions. However, since these statements and regulatory actions are new, it is highly uncertain how soonlegislative or administrative regulation making bodies will respond and what existing or new laws or regulations ordetailed implementations and interpretations will be modified or promulgated, and, if any, the potential impact suchmodified or new laws and regulations will have on our daily business operation, abi