Our investors may never hold equity interests in the Chinese operating companies or in any other of our subsidiaries as a result of this offering. Investors in our securities are not purchasing equity interests in any of our subsidiaries but instead are purchasing equity interests in the Nevada corporation. The legal and operational risks associated with operating in China also apply to our operations in Hong Kong. You should carefully read and consider the risk factors beginning on page 21 of this prospectus and, in particular, section “ Risks Related to Doing Business in China” beginning on page 23 before you make your investment decision. Therefore, investing in our securities being offered pursuant to this prospectus involves unique and a high degree of risk. Such a corporate structure involves unique risks to investors. We are not a Chinese operating company but a Nevada operating company with the majority of operations conducted by our subsidiaries established in multiple jurisdictions including various states of the United States, Italy, Spain, the People’s Republic of China (“PRC” or “China”), Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”), Malaysia, and England and Wales.
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We have agreed to pay certain expenses related to the registration of the offer and sale of the shares of common stock pursuant to the registration statement of which this prospectus forms a part. We are not selling any shares of our common stock under this prospectus and will not receive any proceeds from the sale of shares of common stock by the selling stockholders. We do not know when or in what amount the selling stockholders may offer the shares for sale. See “ Plan of Distribution” on page 111 for a description of how the selling stockholders may dispose of the shares covered by this prospectus. The selling stockholders or their permitted transferees or other successors-in-interest may, but are not required to, sell the shares of our common stock offered by this prospectus from time to time in a number of different ways and at varying prices as determined by the prevailing market price for shares or in negotiated transactions. This prospectus relates to the disposition, from time to time, by the selling stockholders identified in this prospectus under the caption “ Selling Stockholders” on page 105 of up to 483,016,666 shares of our common stock.
SUBJECT TO COMPLETION, DATED DECEMBER 23, 2022 See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒
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