Freight Technologies, Inc. — Regulatory Filings 2018

Jun 15, 2018

S-8 1 forms-8.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CHINA INTERNET NATIONWIDE FINANCIAL SERVICES INC.

(Exact name of registrant as specified in its charter)

| British
Virgin Islands | Not
Applicable |
| --- | --- |
| (State
or other jurisdiction of incorporation or organization) | (I.R.S.
Employer Identification No.) |

| Dongsanhuan
Middle Road, #1 Building Unit 1 Room 1501 Unit 13-14,Chaoyang District, Beijing, PRC | 100020 |
| --- | --- |
| (Address
of Principal Executive Offices) | (Zip
Code) |

China Internet Nationwide Financial Services, Inc. 2018 Incentive Compensation Plan

(Full title of the plan)

Start Incorp Services Limited

Start Chambers,

Wickham’s Cay II,

P.O. Box 2221, Road Town,

Tortola, British Virgin Islands

(Name and address of agent for service)

Tel: +1 284 494 9820

(Telephone number, including area code, of agent for service)

Copies to:

Benjamin Tan, Esq.

Sichenzia Ross Ference Kesner LLP

1185 Avenue of the Americas, 37 th Floor,

New York, NY 10036

Tel: (212) 930 9700

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

| Large
accelerated filer [ ] | | Accelerated
filer [ ] |
| --- | --- | --- |
| Non-accelerated
filer [ ] | (Do
not check if a smaller reporting company) | Smaller
reporting company [X] |
| | | Emerging
growth company [X] |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]

CALCULATION OF REGISTRATION FEE

Title of securities to be registered		Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Ordinary shares, $0.001 par value (“Ordinary Shares”)	2,211,500	$ 18.01	$ 39,829,115	$ 4,958.72

| (1) | This
registration statement on Form S-8 (this “Registration Statement”) covers the 2,211,500 Ordinary Shares of China
Internet Nationwide Financial Services, Inc. (the “Registrant” or the “Company”) that may be issued
under the China Internet Nationwide Financial Services, Inc. 2018 Incentive Compensation Plan (the “2018 Plan”).
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement
shall also cover any additional Ordinary Shares which become issuable under the 2018 Plan by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in
an increase in the number of outstanding Ordinary Shares. |
| --- | --- |
| (2) | Estimated
pursuant to Rules 457(c) and (h) under the Securities Act solely for purposes of calculating the amount of the registration
fee, on the basis of the average high and low trading prices of the Registrant’s Ordinary Shares on June 14,
2018 ($18.65 and $17.37), as reported on the NASDAQ Global Market, which was $18.01 per share. |

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information. 1

Item 2. Registrant Information and Employee Plan Annual Information. 1

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Company are incorporated herein by reference:

| (a) | the
Company’s annual report on Form 20-F for the fiscal year ended December 31, 2017 filed with the Commission on May 15,
2018; |
| --- | --- |
| (b) | the
Company’s current reports on Form 6-K furnished to the Commission on January 22, 2018, January 26, 2018, January
31, 2018, April 10, 2018, April 30, 2018, May 3, 2018 and May 16, 2018; |
| (c) | the
description of the Company’s Ordinary Shares contained in Item 1 of the Registration Statement on Form 8-A12B (File
No. 001-38172) filed with the Commission on July 28, 2017, which incorporates by reference the description of the Company’s
Ordinary Shares set forth in the Company’s Registration Statement on Form F-1 (Registration No. 333-217326), as filed
with the Securities and Exchange Commission on April 17, 2017, including any amendments or reports filed for the purpose of
updating such description. |

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this Registration Statement will be deemed to be modified or superseded to the extent that a statement contained in this Registration Statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this Registration Statement.

Item 4. Description of Securities.

Not Applicable.

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1 The documents containing the information specified in this Part I of Form S-8 (Plan Information and Registration Information and Employee Plan Annual Information) will be sent or given to employees as specified by the Securities and Exchange Commission (the “Commission”) pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be and are not filed with the Commission either as part of this registration statement (this “Registration Statement”) or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant will provide a written statement to participants advising them of the availability without charge, upon written or oral request, of the documents incorporated by reference in Item 3 of Part II hereof and including the statement in the preceding sentence. The written statement to all participants will indicate the availability without charge, upon written or oral request, of other documents required to be delivered pursuant to Rule 428(b), and will include the address and telephone number to which the request is to be directed.

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Item 5. Interests of Named Experts and Counsel.

Not Applicable.

Item 6. Indemnification of Directors and Officers.

British Virgin Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the British Virgin Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.

Our Amended and Restated Memorandum and Articles of Association provides that we shall indemnify any of our directors, officers or anyone serving at our request as a director of another entity against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings or suits. If such person provides an undertaking to repay expense advances under certain circumstances, we shall pay any expenses, including legal fees, incurred by any such person in defending any legal, administrative or investigative proceedings in advance of the final disposition of the proceedings. If a person to be indemnified has been successful in defense of any proceedings referred to above, such person is entitled to be indemnified against all expenses, including legal fees, and against all judgments and fines reasonably incurred by such person in connection with the proceedings. We are required to indemnify a director or officer only if he or she acted honestly and in good faith with a view to our best interests and, in the case of criminal proceedings, the director or officer had no reasonable cause to believe that his or her conduct was unlawful. The decision of our board of directors as to whether the director or officer acted honestly and in good faith with a view to our best interests and as to whether the director or officer had no reasonable cause to believe that his or her conduct was unlawful, is in the absence of fraud sufficient for the purposes of indemnification, unless a question of law is involved. The termination of any proceedings by any judgment, order, settlement, conviction or the entry of no plea does not, by itself, create a presumption that a director or officer did not act honestly and in good faith and with a view to our best interests or that the director or officer had reasonable cause to believe that his or her conduct was unlawful.

We may enter into Letter of Appointments with our directors pursuant to which we agreed to indemnify them against a number of liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director.

We may purchase and maintain insurance in relation to any of our directors or officers against any liability asserted against the directors or officers and incurred by the directors or officers in that capacity.

There is no pending litigation or proceeding against any of the Company’s directors as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any office holder.

In the opinion of the U.S. Securities and Exchange Commission, however, indemnification of directors and office holders for liabilities arising under the Securities Act is against public policy and therefore unenforceable.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

The exhibits listed on the exhibit index at the end of this Registration Statement are included in this Registration Statement.

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Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement:

| (i) | to
include any prospectus required by Section 10(a)(3) of the Securities Act; |
| --- | --- |
| (ii) | to
reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration
Statement; and |
| (iii) | to
include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement; |

provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by these paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act that are incorporated by reference in this Registration Statement.

| (2) | That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof. |
| --- | --- |
| (3) | To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering. |

| (b) | The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act), that is incorporated
by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| --- | --- |
| (c) | Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such issue. |

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beijing, the People’s Republic of China, on June 15, 2018.

| CHINA
INTERNET NATIONWIDE FINANCIAL SERVICES, INC. | |
| --- | --- |
| By: | /s/
Jianxin Lin |
| Name: | Jianxin
Lin |
| Title: | Chief
Executive Officer |
| By: | /s/
Lu Sun |
| Name: | Lu
Sun |
| Title: | Chief
Financial Officer |

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POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jianxin Lin and Lu Sun, and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

| Signature | Title
of Capacities | Date |
| --- | --- | --- |
| /s/
Jianxin Lin | Director
and Chief
Executive Officer | June
15, 2018 |
| Jianxin
Lin | (Principal
Executive Officer) | |
| /s/
Lu Sun | Chief
Financial Officer | June
15, 2018 |
| Lu
Sun | (Principal
Financial Officer) | |
| /s/
Buting Yang | Director | June
15, 2018 |
| Buting
Yang | | |
| /s/
Jinchi Xu | Director | June
15, 2018 |
| Jinchi
Xu | | |
| /s/
Sheve Li Tay | Director | June
15, 2018 |
| Sheve
Li Tay | | |
| /s/
Hong Huang | Director | June
15, 2018 |
| Hong
Huang | | |

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EXHIBITS

Exhibit No.	Description
4.1	Amended and Restated Memorandum of Association of the Registrant (incorporated by reference to Exhibit 3.19 of the Registration Statement on Form F-1 (Registration No. 333- 217326) filed with the Securities and Exchange Commission on April 17, 2017)
4.2	Registrant’s Specimen Certificate for Ordinary Shares (incorporated by reference to Exhibit 3.19 of the Registration Statement on Form F-1 (Registration No. 333- 217326) filed with the Securities and Exchange Commission on April 17, 2017)
5.1*	Opinion of Harneys, British Virgin Islands counsel to the Registrant, as to the validity of the Ordinary Shares (including consent)
10.1 *	2018 Incentive Compensation Plan
23.1 *	Consent of Marcum Bernstein & Pinchuk LLP
23.2 *	Consent of Harneys (included in Exhibit 5.1)
24.1 *	Power of Attorney (included in the signature page to this Registration Statement)

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• Filed herewith

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