Unless otherwise stated in this Annual Report on Form 10-K, references to:
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report, including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to:
The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under “Risk Factors” may not be exhaustive.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this report. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this report, those results or developments may not be indicative of results or developments in subsequent periods.
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Introduction
We are a blank check company incorporated in the British Virgin Islands as a business company with limited liability (meaning that our shareholders have no liability, as members of our company, for the liabilities of our company over and above the amount already paid for their shares) and formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities, which we refer to throughout this Report as our initial business combination.
Business Strategy
Our efforts in identifying prospective target businesses are not be limited to a particular industry or country, including but not limited to businesses that have their primary operations located in the Asia-pacific region (“Asia-pacific” or “Asia”). We believe that we will add value to these businesses primarily by providing them with access to the U.S. capital markets.
We seek to capitalize on the strength of our management team. Our team consists of experienced financial services and accounting professionals, senior operating executives, and managers of Asian and U.S. companies. Our independent directors have collective experience in entrepreneurship, asset management/advisory services, and accounting & tax practices in mainland China, Hong Kong and the U.S, as well as knowledge of sectors and industries arising in connection with provision of those services and entrepreneurial experiences. We believe we benefit from their accomplishments, and specifically their current activities in the Asian market, in identifying attractive acquisition opportunities. However, the past performance of our management team, advisors and their affiliates is not a guarantee either of (i) success of any business combination we may consummate or (ii) that we will complete a business combination.
Our officers and directors, or our “management team,” has a broad range of collective operational experience across a variety of economic sectors, including corporate financing, debt financing, internet, real estate, insurance, health care, energy and resources, consumer and retail, manufacturing, capital markets and information technology. Our acquisition strategy leverages our team’s relationships as well as relationships with management teams of public and private companies, investment bankers, attorneys and accountants, which we should provide us with a number of potential target businesses with which we may consummate an initial business combination.
We deploy a pro-active, thematic sourcing strategy and focus on companies for which we believe the combination of our relationships, capital and capital markets expertise and operating experience of executives at Shanghai Ning Sheng Supply Chain Group Co. Ltd., or “Ning Sheng Group Co.”, our sponsor’s 100% parent company, can help accelerate the target business’ growth and performance.
Investment Criteria
Our management team focus on creating shareholder value by leveraging its experience in the management, operation and financing of businesses to improve the efficiency of operations while implementing strategies to scale revenue organically and/or through acquisitions. In addition to the factors listed above, we have identified the following general criteria and guidelines, which we believe are important in evaluating prospective target businesses. While we use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we see justification to do so.