Eden Hall Capital Formally Signs Longmall
On September 21, 2019, Eden Hall Capital formally signs Longmall. Longmall provides fresh produce and fast moving consumer goods (“FMCG”) sales to its customers through its mobile platforms and offline community store.
Organic Agricultural Submitted the Prospectus to SEC
On August 13, 2018, Organic Agricultural Company Limited submitted the prospectus to SEC. Organic Agricultural provide agricultural products, specially selenium enriched products, to customers.
Investor Investigate Jrsis Health Care Recommended by President Mary
On May 15, 2017, Mary, President of Eden Hall, leads investor from Canada, Singapore and China to investigate Jrsis Health Care Corporation (Stock symbol:JRSS).
Sinorama Receives US Trading Symbol
Montreal, Quebec Province – (February 21, 2017) – Sinorama Corporation (“Sinorama” or the “Company”) is pleased to announce that on February 21, 2017, the Financial Industry Regulatory Authority (“FINRA”) cleared the hares of our Company’s common stock to commence trading on the Over the Counter Bulletin Board Electronic Quotation System (“OTCBB”) under the symbol “SNNN.”
QIAN Hong, President and Chairman of the Board states: “This is the just the first step towards developing a shareholder base in the United States. The Company is fully reporting in the U.S, a fast-growing travel market. This will allow us to access a significantly larger base of interested American travel investors, providing enhanced liquidity and better valuation. The Company’s capital markets team will work to ensure that the Company meets additional requirements and take Sinorama to the next level.”
About Sinorama Corporation
Sinorama is an integrated travel producer and seller which enjoys a good reputation among the tourism industry. The Company provides Bus Tours, Asian Tours, as well as sales of the third-party products air tickets, hotels and other travel products. Sinorama Corporation has achieved a combination of traditional tourism industry and E-Commerce, while covering a wide range of business.
Shares of JHCC Have Begun Trading
JRSIS HEALTH CARE CORPORATION（JHCC）,a listed in the U. S. A company, whose registration has been declared effective in November of 2014.On October 23, 2015 the FINRA cleared the shares of JRSIS Health Care Corporation’s common stock to commence trading on the OTCBB under the symbol“JRSS.” In June of 2016 transfered to OTCQB. Now the shares have begun trading.
The following table shows key components of the results of operations during the years ended December 31, 2015, 2014 and 2013 and during six months ended June 30, 2016 and 2015. Operating revenue increased from $4.35 million in 2013 to $11.87 million in 2015, an increase of $7.52 million, Net income increased from $1.32 million in 2013 to $2.64 million in 2015, an increase of $1.32 million, Total assets increased from $18.52 million as of December 31, 2013 to $30.37 million as of June 30, 2016, an increase of $11.85 million, Net assets increased from $3.14 million as of December 31, 2013 to $9.69 million as of June 30, 2016, an increase of $6.55 million.
All of these show that the company has made a great progress, the company's value has also increased significantly.
JHCC is a general hospital, the hospital operating in Harbin of China, the hospital was founded in 2006 in Harbin city, has developed in to a famous integrated hospital for many year hard work. and reported consolidated revenues of $11.87million for the year ended December 31, 2015 an increase of 99% compared to the year of 2014. Now the number of hospital beds is more than 650, this number has reached standards of Class 3 hospital of China.
In recent years, with the supports of governments, medical industry has become a focus industry, as one of the few listed medical companies, especially the comprehensive medical institutions gets more attention.
President Mary was interviewed by StockVest for the Jrsis Health Care Corporation
Mary, President of Eden Hall and Investor Relationship Officer of Jrsis Health Care Corporation, has been interviewed by StockVest, has introduced accomplishment and upcoming goals for JRSS，for more information:
Eden Hall Capital Formally Signs Longduoduo
On January 10, 2021, Eden Hall Capital formally signs Longduoduo. Longduoduo is a healthcare management company.
SEC Approves Nasdaq Rule Change Allowing Direct Listings with a Capital Raise
On May 19, 2021, and after a number of back-and-forth proposals, the U.S. Securities and Exchange Commission approved a proposed Nasdaq rule change to allow for capital raising concurrently with a direct listing on the Nasdaq Global Select Market.
Direct Listings + Capital Raise
In addition to a direct listing where only existing stockholders offer their shares for resale to the public, the new Nasdaq rules will allow companies to raise primary capital at the time of the direct listing. Nasdaq refers to this new type of offering as a “Direct Listing with a Capital Raise.” This gives companies flexibility to raise capital in a direct listing on both Nasdaq and NYSE.
How Can My Company Qualify for a Direct Listing with a Capital Raise?
To qualify for a Direct Listing with a Capital Raise, the company’s unrestricted publicly held shares before the offering, plus the market value of the shares to be sold by the company in the direct listing must be at least $110 million (or $100 million, if the company has stockholders’ equity of at least $110 million), with the value of the unrestricted publicly held shares and the market value being calculated using a price per share equal to the lowest price of the price range established by the company in its S-1 registration statement.
Any company conducting a Direct Listing with a Capital Raise would also have to meet all of Nasdaq’s other initial listing requirements, including the requirement to have 450 round lot stockholders (stockholders that hold more than 100 shares) with at least 50% of such round lot holders each holding unrestricted securities with a market value of at least $2,500 and 1.25 million publicly held shares outstanding at the time of listing.
What is the Reference Price for a Direct Listing with a Capital Raise?
It is important to remember that the “reference price” in a direct listing is merely a directional indicator to the market for where the stock might trade on the first day of trading. No shares actually trade hands at the reference price—it is simply a starting point for the price-discovery process.
For a direct listing without a capital raise and where the company does not have a sustained private placement market for its shares prior to listing, the reference price is determined by the exchange in consultation with the company’s financial advisors. There is no specific formula for determining the reference price. To determine the reference price, the exchange and financial advisors look at a variety of factors, including recent secondary trades on the private market, comparable public companies and reports from a company’s independent valuation provider. The company is not allowed to participate in the reference price determination.
Just like a traditional IPO, in a Direct Listing with a Capital Raise, a company would be issuing new shares and would be required to disclose a price range for the shares on the cover in its S-1 registration statement. For a Direct Listing with a Capital Raise, the reference price is the lowest price of the price range set forth in its S-1 registration statement.
Statement on Investor Protection Related to Recent Developments in China
Chair Gary Gensler
July 30, 2021
Recently, the government of the People’s Republic of China provided new guidance to and placed restrictions on China-based companies raising capital offshore, including through associated offshore shell companies. These developments include government-led cybersecurity reviews of certain companies raising capital through offshore entities.
This is relevant to U.S. investors. In a number of sectors in China, companies are not allowed to have foreign ownership and cannot directly list on exchanges outside of China. To raise money on such exchanges, many China-based operating companies are structured as Variable Interest Entities (VIEs).
In such an arrangement, a China-based operating company typically establishes an offshore shell company in another jurisdiction, such as the Cayman Islands, to issue stock to public shareholders. That shell company enters into service and other contracts with the China-based operating company, then issues shares on a foreign exchange, like the New York Stock Exchange. While the shell company has no equity ownership in the China-based operating company, for accounting purposes the shell company is able to consolidate the operating company into its financial statements.
For U.S. investors, this arrangement creates “exposure” to the China-based operating company, though only through a series of service contracts and other contracts. To be clear, though, neither the investors in the shell company’s stock, nor the offshore shell company itself, has stock ownership in the China-based operating company. I worry that average investors may not realize that they hold stock in a shell company rather than a China-based operating company.
In light of the recent developments in China and the overall risks with the China-based VIE structure, I have asked staff to seek certain disclosures from offshore issuers associated with China-based operating companies before their registration statements will be declared effective. In particular, I have asked staff to ensure that these issuers prominently and clearly disclose:
• That investors are not buying shares of a China-based operating company but instead are buying shares of a shell company issuer that maintains service agreements with the associated operating company. Thus, the business description of the issuer should clearly distinguish the description of the shell company’s management services from the description of the China-based operating company;
• That the China-based operating company, the shell company issuer, and investors face uncertainty about future actions by the government of China that could significantly affect the operating company’s financial performance and the enforceability of the contractual arrangements; and
• Detailed financial information, including quantitative metrics, so that investors can understand the financial relationship between the VIE and the issuer.
Additionally, for all China-based operating companies seeking to register securities with the SEC, either directly or through a shell company, I have asked staff to ensure that these issuers prominently and clearly disclose:
• Whether the operating company and the issuer, when applicable, received or were denied permission from Chinese authorities to list on U.S. exchanges; the risks that such approval could be denied or rescinded; and a duty to disclose if approval was rescinded; and
• That the Holding Foreign Companies Accountable Act, which requires that the Public Company Accounting Oversight Board (PCAOB) be permitted to inspect the issuer's public accounting firm within three years, may result in the delisting of the operating company in the future if the PCAOB is unable to inspect the firm.
In addition to this specific guidance, we will continue to hold all companies to the securities laws’ high standards for complete and accurate disclosure.
Further, I also have asked staff to engage in targeted additional reviews of filings for companies with significant China-based operations.
I believe these changes will enhance the overall quality of disclosure in registration statements of offshore issuers that have affiliations with China-based operating companies. This work builds on the SEC’s Division of Corporation Finance’s previous guidance on disclosure considerations for companies based in or with significant operations in China.
I believe such disclosures are crucial to informed investment decision-making and are at the heart of the SEC’s mandate to protect investors in U.S. capital markets.
 See CF Disclosure Guidance: Topic No. 10, “Disclosure Considerations for China-Based Issuers” (Nov. 23, 2020), available at https://www.sec.gov/corpfin/disclosure-considerations-china-based-issuers.
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