盐港明珠招股说明书-2019-09-27(4)

盐港明珠招股说明书-2019-09-27

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and E xchange Commission is effective.

PRE LIMINARY PROSPE CTUS (Subject to Completion)Dated September 27, 2019

________ Ordinary Shares

MingZhu Logistics Holdings Limited

明珠货运控股有限公司

This is the initial public offering of ordinary shares of MingZhu Logistics Holdings Limited明珠货运控股有限公司, a Cayman Islands exempted company. We are offering ordinary shares. We expect the initial public offering price of the shares to be $ per share. Prior to this offering, there has been no public market for our ordinary shares. We have applied to have our ordinary shares listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “YGMZ.” We cannot guarantee that we will be successful in listing our ordinary shares on the Nasdaq; however, we will not complete this offering unless we are so listed.

Following the completion of this offering, we will be a “controlled company” under the listing requirements of Nasdaq. Mr. Jinlong Y ang, our founder and chairman of our board of directors, will beneficially own approximately % of the aggregate voting power of our outstanding ordinary shares upon completion of this offering. We do not intend to rely on the controlled company exemptions under the Nasdaq listing rules. See “Risk Factors” and “Management — Controlled Company.”

We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and will be subject to reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company.”

Investing in our ordinary shares is highly speculative and involves a significant degree of risk. See “Risk Factors” beginning on page 7 of this prospectus for a discussion of information that should be considered before making a decision to purchase our ordinary shares.

Neither the Securities and E xchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Per Share Total

Public offering price$$

Underwriting fee and commissions(1)(2)$$

Proceeds to us, before expenses$$

(1)Represents underwriting discount and commissions equal to $[●] per share, which is the underwriting discount we have agreed to pay on investors that participate in this Offering.

(2)Does not include a non-accountable expense allowance equal to 1% of the gross proceeds of this offering, payable the underwriters, or the reimbursement of certain expenses of the underwriters. In addition to the underwriting discounts listed above and

the non-accountable expense allowance described in the footnote, we have agreed to issue upon the closing of this offering, compensation warrants to the underwriters exercisable for a period of five years from the effective date of this registration statement entitling the representative to purchase up to 5% of the number of shares sold in this offering at a per share exercise price equal to 115% of the public offering price. The registration statement of which this prospectus is a part also covers such warrants and the shares issuable upon the exercise thereof. See “Underwriting” of this prospectus for additional information regarding total underwriter compensation.

This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the shares if any such shares are taken. We have granted the underwriters an option for a period of 45 days after the closing of this offering to purchase up to 15% of the total number of our ordinary shares to be offered by us pursuant to this offering (excluding shares subject to this option), solely for the purpose of covering over-allotments, at the initial public offering price less the underwriting discount. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable will be $ based on an offering price $ per share, and the total proceeds to us, before expenses, will be $ . If we complete this offering, net proceeds will be delivered to our company on the closing date. We will not be able to use such proceeds in China, however, until we complete capital contribution procedures which requires prior approval from certain PRC regulators. See remittance procedures in the section titled “Use of Proceeds” beginning on page 31.

The underwriters expect to deliver the ordinary shares against payment as set forth under “Underwriting”, on or about , 2019.

ViewTrade Securities, Inc.

The date of this prospectus is , 2019.