CJOY / Cine Top Culture Holdings Ltd - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

As filed with the U.S. Securities and Exchange Commission on June 7, 2024.

As filed with the U.S. Securities and Exchange Commission on June 7, 2024. Registration No. 333-266097 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 6 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cine Top Culture Holdings Limited 影高文化控股有限公司 (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s

Calculation of Filing Fee Tables Form F-1 (Form Type) Cine Top Culture Holdings Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form F-1 (Form Type) Cine Top Culture Holdings Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee(1) Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Ordinary shares, par value $0.

Request for Waiver and Representation under Item 8.A.4 of Form 20-F*

Exhibit 99.3 Cine Top Culture Holdings Limited. February 21, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Cine Top Culture Holdings Limited Registration Statement on Form F-1 File No. 333-266097 Request for Waiver and Representation under Item 8.A.4 of Form 20-F Ladies and Gentlemen: The unders

As filed with the U.S. Securities and Exchange Commission on February 21, 2023.

As filed with the U.S. Securities and Exchange Commission on February 21, 2023. Registration No. 333-266097 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 5 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cine Top Culture Holdings Limited 影高文化控股有限公司 (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registra

FWP

As filed with the U.S. Securities and Exchange Commission on December 5, 2022.

As filed with the U.S. Securities and Exchange Commission on December 5, 2022. Registration No. 333-266097 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 4 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cine Top Culture Holdings Limited ?????????? (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registran

Form of Underwriting Agreement*

Exhibit 1.1 CINE TOP CULTURE HOLDINGS LIMITED UNDERWRITING AGREEMENT [ ], 202 Pacific Century Securities, LLC 60-20 Woodside Ave, Suite 211 Queens, NY, 11377 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Cine Top Culture Holdings Limited, a Cayman Islands company (collectively with its subsidiaries and affiliates, including, without limitat

As filed with the U.S. Securities and Exchange Commission on October 21, 2022.

As filed with the U.S. Securities and Exchange Commission on October 21, 2022. Registration No. 333-266097 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cine Top Culture Holdings Limited ?????????? (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registran

English Translation of Equity Purchase Agreement by and between Guangzhou Star Dream Cinema City Co., Ltd. and Guangzhou Investment Capital Media Advertising Partnership**

Exhibit 10.9 Equity Purchase Agreement Party A (Transferor): Guangzhou Investment Capital Media Advertising Partnership (Limited Partnership) Executive Partner: Xiao Xuxu Party B (transferee): Guangzhou star Dreas Cinema Co., LTD Legal representative: Pan Yihong in view of: 1. Party A is a shareholder of Guangzhou Zhongxi Juping Culture Media Co., Ltd. (?Target Company?) and holds 70% of the equit

Director Agreement by and between the Company and Y.Tristan Kuo**

Exhibit 10.5 DIRECTOR AGREEMENT This Director Agreement (the ?Agreement?) is made and entered into as of September 3, 2022 (the ?Effective Date?), by and between Cine Top Culture Holdings Limited, a Cayman Islands company (the ?Company?), and Y. Tristan Kuo, an individual (the ?Director?). I. SERVICES 1.1 Board of Directors. The Company has appointed the Director to the Company?s Board of Director

As filed with the U.S. Securities and Exchange Commission on September 13, 2022.

As filed with the U.S. Securities and Exchange Commission on September 13, 2022. Registration No. 333-266097 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cine Top Culture Holdings Limited 影高文化控股有限公司 (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registr

Code of Business Conduct and Ethics**

Exhibit 99.1 Cine Top Culture Holdings Limited CODE OF BUSINESS CONDUCT AND ETHICS (Adopted by the Board of Directors on August 2, 2022) This Code of Business Conduct and Ethics (this “Code”) covers a wide range of business practices and procedures. It does not cover every issue that may arise but it sets out basic principles to guide all officers, directors and employees of Cine Top Culture Holdi

As filed with the U.S. Securities and Exchange Commission on August 8, 2022.

F-1/A 1 formf-1a.htm As filed with the U.S. Securities and Exchange Commission on August 8, 2022. Registration No. 333-266097 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cine Top Culture Holdings Limited 影高文化控股有限公司 (Exact name of Registrant as specified in its charter) Not Applicable (Trans

Specimen Certificate for Ordinary Shares**

Exhibit 4.1

Form of Indemnification Agreement by between the Company and its directors and executive officers**

Exhibit 10.3 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”), dated as of , is by and between Cine Top Culture Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”) and (the “Indemnitee”). RECITALS WHEREAS, Indemnitee is a director or officer of the Company and in such capacity renders valuable services to the Company; WHEREAS, bo

Director Agreement by and between the Company and Daniel Wu***

Exhibit 10.5 DIRECTOR AGREEMENT This Director Agreement (the ?Agreement??) is made and entered into as of August 2, 2022 (the ?Effective Date?), by and between Cine Top Culture Holdings Limited, a Cayman Islands company (the ?Company?), and Daniel Wu, an individual (the ?Director?). I. SERVICES 1.1 Board of Directors. The Company has appointed the Director to the Company?s Board of Directors (the

English Translation of Circuit Franchise Agreement by and between Guangzhou Star Dream Cinema City Co. Ltd. Sanya Yalong Bay Branch and Beijing Huaxia United Theater Circuit Co., Ltd.**

Exhibit 10.8 Beijing Huaxia United Theater Circuit Co., Ltd. Confidential Circuit Franchise Contract This Contract is made on February 28, 2022 by and between the following parties in Haidian District, Beijing: Party A: Beijing Huaxia United Theater Circuit Co., Ltd. (hereinafter referred to as ?Party A?) Address: Room 901, Floor 9, Genfang International Building, Building 7, Yard A 13, Huayuan Ro

Director Agreement by and between the Company and Michael Leung**

Exhibit 10.6 DIRECTOR AGREEMENT This Director Agreement (the “Agreement”) is made and entered into as of August 2, 2022 (the “Effective Date”), by and between Cine Top Culture Holdings Limited, a Cayman Islands company (the “Company”), and Michael Leung, an individual (the “Director”). I. SERVICES 1.1 Board of Directors. The Company has appointed the Director to the Company’s Board of Directors (t

Form of Underwriting Agreement**

Exhibit 1.1 CINE TOP CULTURE HOLDINGS LIMITED UNDERWRITING AGREEMENT [ ], 2022 Univest Securities, LLC 75 Rockefeller Plaza, Suite 18C New York, NY 10019 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Cine Top Culture Holdings Limited, a Cayman Islands company (collectively with its subsidiaries and affiliates, including, without limitation,

English Translation of Form of Circuit Franchise Agreement with Guangzhou Jinyi Zhujiang Cinema Line Co., Ltd.**

Exhibit 10.7 Guangzhou Jinyi Zhujiang Cinema Line Co., Ltd. Circuit Franchise Agreement Party A: Guangzhou Jinyi Zhujiang Cinema Line Co., Ltd. (hereinafter referred to as: Party A) Address: Zhujiang New Town, Tianhe District, Guangzhou Legal representative: Authorized Representative: Party B: Guangzhou Star Dream Cinema City Co. Ltd. (hereinafter referred to as: Party B) Address: Xiaolan Town, Zh

Director Agreement by and between the Company and Chengxiang Yao**

Exhibit 10.4 DIRECTOR AGREEMENT This Director Agreement (the “Agreement”) is made and entered into as of August 2, 2022 (the “Effective Date”), by and between Cine Top Culture Holdings Limited, a Cayman Islands company (the “Company”), and Chengxiang Yao, an individual (the “Director”). I. SERVICES 1.1 Board of Directors. The Company has appointed the Director to the Company’s Board of Directors (

Employment Agreement by and between Binbin Yang and the Company dated August 1, 2022**

Exhibit 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 1st day of August, 2022 (the “Effective Date”), by and between Cine Top Culture Holdings Limited, a Cayman Islands company (the “Company”), and Binbin Yang (the “Executive”). WITNESSETH: WHEREAS, the parties desire to enter into this Agreement setting forth the terms and conditions of

Consent of Chengxiang Yao**

EX-99.2 9 exhibit992.htm CONSENT OF CHENGXIANG YAO Cine Top Culture Holdings Limited (the “Company”) intends to file a Registration Statement on Form F-l (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby c

Filing Fee Table**

Calculation of Filing Fee Tables Form F-1 (Form Type) Cine Top Culture Holdings Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee(1) Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Ordinary shares, par value $0.

Consent of Migo Corporation Limited**

EX-99.5 12 exhibit995.htm Migo Corporation Limited 404 Yu To Sang Building, 37 Queen’s Road Central, Hong Kong Professional Services │Project Advisory & Consultancy Services [email protected] │ Tel: 2778 2859│ Fax: 2638 2177 8 March, 2022 Yihong Pan Chief Executive Officer Cine Top Culture Holdings Ltd. Suite 401, No. 381, Panyu Avenue North Nancun County, Panyu District Guangzhou City, China 511

Consent of Michael Leung**

EX-99.4 11 exhibit994.htm CONSENT OF MICHAEL LEUNG Cine Top Culture Holdings Limited (the “Company”) intends to file a Registration Statement on Form F-l (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby c

As filed with the U.S. Securities and Exchange Commission on July 11, 2022.

F-1 1 formf-1.htm As filed with the U.S. Securities and Exchange Commission on July 11, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cine Top Culture Holdings Limited 影高文化控股有限公司 (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s nam

Consent of Daniel Wu**

CONSENT OF DANIEL WU Cine Top Culture Holdings Limited (the “Company”) intends to file a Registration Statement on Form F-l (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering.

Certificate of Incorporation**

EX-3.1 3 exhibit31.htm

Employment Agreement by and between Jianmin He and the Company dated July 5, 2022**

EX-10.2 6 exhibit102.htm EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 5th day of July, 2022 (the “Effective Date”), by and between Cine Top Culture Holdings Limited, a Cayman Islands company (the “Company”), and Jianmin He (the “Executive”). WITNESSETH: WHEREAS, the parties desire to enter into this Agreement setting forth the terms and condi

Amended and Restated Memorandum and Articles of Association**

THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CINE TOP CULTURE HOLDINGS LIMITED ?????????? (Adopted by Special Resolution passed on 14 December 2021) 1.

Employment Agreement by and between Yihong Pan and the Company dated July 5, 2022**

EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 5th day of July, 2022 (the “Effective Date”), by and between Cine Top Culture Holdings Limited, a Cayman Islands company (the “Company”), and Yihong Pan (the “Executive”).

List of subsidiaries of the Registrant**

EX-21.1 7 exhibit211.htm List of Principal Subsidiaries of the Registrant Principal Subsidiaries Place of Incorporation Cine Top Culture Investment Limited British Virgin Islands Hong Kong Cine Top Holdings Limited Hong Kong Guangzhou Chunghei Culture Co., Ltd. PRC Guangzhou Star Dream Cinema City Co. Ltd. PRC

As confidentially submitted to the U.S. Securities and Exchange Commission on March 16, 2022.

As confidentially submitted to the U.S. Securities and Exchange Commission on March 16, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cine Top Culture Holdings Limited 影高文化控股有限公司 (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s nam

As confidentially submitted to the U.S. Securities and Exchange Commission on January 21, 2022. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly

DRS 1 filename1.htm As confidentially submitted to the U.S. Securities and Exchange Commission on January 21, 2022. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 REGISTRATION