课标科技美股招股说明书(2024-05-16版)

JIADE LIMITED This is an initial public offering of 2,000,000 ordinary shares, par value US$0.01per share (“Ordinary Shares”) of JIADE LIMITED, a Cayman Islands exemptedcompany (“we,” “us,” “our,” “Jiade Cayman,” “our Company,” or the “Company”).Prior to this offering, there has been no public market for our Ordinary Shares. Theinitial public offering price is US$4.00 per Ordinary Share. The offering is beingmade on a “firm commitment” basis by the underwriters. See “Underwriting.” OurOrdinary Shares have been approved for listing on the Nasdaq Capital Market(“Nasdaq”) under the symbol “JDZG.” The registration statement on Form F-1 of which this prospectus forms a partalso contains a resale prospectus to be used for the resale of 2,200,000 OrdinaryShares by the selling shareholder identified therein. Investing in our Ordinary Shares involves a high degree of risk, including the riskof losing your entire investment. See “Risk Factors” beginning on page 14 to read aboutfactors you should consider before buying our Ordinary Shares. Unless otherwise stated, as used in this prospectus, the terms “Jiadezhigao HK”refers to JIADEZHIGAO LIMITED, a Hong Kong corporation and a wholly ownedsubsidiary of Jiade Cayman; “Shenzhen Kebiao” refers to Shenzhen KebiaoTechnology Co., Ltd., a limited liability company organized under the laws of thePeople’s Republic of China (the “PRC”), which is 99% owned by Jiadezhigao HK;“WISMASS HK” refers to WISMASS INTERNATIONAL HOLDINGS LIMITED, aHong Kong corporation and a wholly owned subsidiary of Jiade Cayman; “JiadeZhigao” refers to Sichuan Jiade Zhigao Technology Co., Ltd., a limited liabilitycompany organized under the laws of the PRC, which is 82% owned by ShenzhenKebiao and 18% owned by WISMASS HK; and “Kebiao Technology” refers toSichuan Kebiao Technology Co., Ltd., a PRC limited liability company, which iswholly owned by Jiade Zhigao. We are an exempted company with limited liability incorporated in the CaymanIslands with no material operations of our own and are not a Chinese operatingcompany. This corporate structure involves unique risks to investors, as we conductsubstantially all of our operations through our PRC subsidiaries. The Ordinary Sharesoffered in this prospectus are shares of the Cayman Islands exempted companyinstead of shares of our operating entities in the PRC. Holders of our Ordinary Sharesdo not directly own any equity interests in our PRC subsidiaries, but will instead ownshares of a Cayman Islands exempted company. The Chinese regulatory authoritiescould disallow our corporate structure, which would likely result in a material changein our operations and/or a material change in the value of our Ordinary Shares,including that it could cause the value of our Ordinary Shares to significantly decline or become worthless. See “Risk Factors—Risks Relating to Doing Business in thePRC—Chinese regulatory authorities could disallow our exempted companystructure, which may result in a material change in our operations and/or a materialchange in the value of the securities we are registering for sale, including that it couldcause the value of such securities to significantly decline or become worthless.” We are subject to certain legal and operational risks associated with the businessoperations of our PRC subsidiaries being based in China, which could cause the valueof our securities to significantly decline or become worthless. Applicable PRC lawsand regulations governing such current business operations are sometimes vague anduncertain, and as a result these risks may result in material changes in the operationsof our PRC subsidiaries, significant depreciation or a complete loss of the value ofour Ordinary Shares, or a complete hindrance of our ability to offer, or continue tooffer, our securities to investors. Recently, the PRC government adopted a series ofregulatory actions and issued statements to regulate business operations in China withlittle advance notice, including cracking down on illegal activities in the securitiesmarket, adopting new measures to extend the scope of cybersecurity reviews, andexpanding the efforts in anti-monopoly enforcement. On December 28, 2021, 13governmental departments of the PRC, including the Cyberspace Administration ofChina (the “CAC”), issued the Cybersecurity Review Measures, which becameeffective on February 15, 2022. As of the date of this prospectus, neither we nor oursubsidiaries have been involved in any investigations on cybersecurity reviewinitiated by any PRC regulatory authority, nor has any of them received any inquiry,notice, or sanction related to cybersecurity review under the Cybersecurity Review Measures. As confirmed by our PRC counsel, China Commercial Law Firm, we arenot subject to cybersecurity review or network data security review by the CAC underthe Cybersecurity Review Measures, or if the draft Regulations on the Network DataSecurity Administration (Draft for Comments) (the “Security Administr