理臣中国美股招股说明书(2024-05-06版)

10,380,000 Ordinary Shares Lichen China Limited This is an offering of the securities of Lichen China Limited (the “Company”, “we”, “our”, “us”, “LichenChina”, “Lichen China Limited”), a Cayman Islands exempted company with limited liability. This is aself-underwritten offering of up to 10,380,000 Class A ordinary shares (the “Class A ordinary shares”), parvalue $0.00004 per share of the Company, directly to select investors pursuant to this prospectus and theaccompanying prospectus at an offering price of US$0.70 per Class A ordinary share. Our Class A ordinary shares are listed on The Nasdaq Capital Market, or Nasdaq, under the symbol“LICN.” On May 1, 2024, the last reported sale price of our Class A ordinary shares on Nasdaq wasUS$1.33 per share. The aggregate market value of our outstanding Class A ordinary shares held by non-affiliates, or publicfloat, as of May 1, 2024, was approximately US$36.7 million, which was calculated based on 18,060,000Class A ordinary shares held by non-affiliates as of May 1, 2024 and a per share price of US$2.03, whichwas the closing price of our Class A ordinary shares on Nasdaq on April 29, 2024. Pursuant to GeneralInstruction I.B.5 of Form F-3, in no event will we sell the securities covered hereby in a public primaryoffering with a value exceeding more than one-third of the aggregate market value of our ordinary shares inany 12-month period so long as the aggregate market value of our outstanding ordinary shares held by non-affiliates remains below US$75,000,000. During the 12 calendar months prior to and including the date ofthis prospectus supplement, we have not sold any securities pursuant to General Instruction I.B.5 of FormF-3. Investors are cautioned that you are not buying shares of a China-based operating company butinstead are buying shares of a Cayman Islands holding company with operations conducted by oursubsidiaries based in China and that this structure involves unique risks to investors. This is an offering of the ordinary shares of the Cayman Islands holding company. We conduct ourbusiness through the PRC subsidiaries. You will not and may never have direct ownership in theoperating entity based in China. We do not use a Variable Interest Entity (“VIE”) structure. Throughout this prospectus, unless the context indicates otherwise, references to “Lichen China”, “LichenChina Limited”, “we,” “us,” the “Company,” “our company” refer to Lichen China Limited, a holdingcompany. References to “Subsidiaries,” “Operating Subsidiaries,” or “PRC subsidiaries” refer to the LichenChina Limited’s subsidiaries established under the laws of the People’s Republic of China. References to“Group” are to Lichen China Limited and its consolidated subsidiaries collectively. Lichen China Limited is a Cayman Islands holding company and is not a Chinese operating company. As aholding company with no material operations of its own, it conducts all of its operations and operates itsbusiness in China through its PRC subsidiaries. Because of our corporate structure as a Cayman Islandsholding company with operations conducted by our PRC subsidiaries, it involves unique risks to investors.Furthermore, Chinese regulatory authorities could change the rules and regulations regarding foreignownership in the industry in which the Company operates, which would likely result in a material change inour operations and/or a material change in the value of the securities we are registering for sale, includingthat it could cause the value of such securities to significantly decline or become worthless. Investors in ourordinary shares should be aware that they do not directly hold equity interests in the Chinese operatingentities, but rather are purchasing equity solely in Lichen China Limited, our Cayman Islands holding company, which indirectly owns 100% equity interests in the PRC subsidiaries. Our ordinary shares offeredin this offering are shares of our Cayman Islands holding company instead of shares of our subsidiaries inChina. See “Risk Factors — Risks Related to Doing Business in China — The filing, approval or otheradministration requirements of the Chinese Securities Regulatory Commission (the “CSRC”) or other PRCgovernment authorities may be required in connection with our future offshore offering under PRC law,and, if required, we cannot predict whether or for how long we will be able to complete the filing procedurewith the CSRC and obtain such approval or complete such filing, as applicable.” on page 14 of theaccompanying prospectus and our most recent annual report on Form 20-F. Investing in our ordinary shares involves a high degree of risk. Before buying any ordinary shares,you should carefully read the discussion of material risks of investing in our ordinary shares in “RiskFactors” beginning on page 13 of the accompanying prospectus and our most recent annual reporton Form 20-F. The Chinese government has exercised and continues to exercise substantial control over vi