Lichen China Ltd Files Annual Report on Form 20-F for Fiscal Year Ended December 31, 2023

TL;DR

<b>Lichen China Ltd has filed its annual report on Form 20-F for the fiscal year ending December 31, 2023, detailing its corporate structure and share information.</b>

AI Summary

Lichen China Ltd (LICN) filed a Foreign Annual Report (20-F) with the SEC on April 4, 2024. Lichen China Ltd filed its annual report on Form 20-F for the fiscal year ended December 31, 2023. The company is incorporated in the Cayman Islands and its principal executive offices are located in Xiamen City, Fujian Province, China. As of December 31, 2023, Lichen China Ltd had 17,500,000 Class A Ordinary Shares and 9,000,000 Class B Ordinary Shares issued and outstanding. The company's Class A Ordinary Shares are traded on The Nasdaq Stock Market LLC under the symbol LICN. Lichen China Ltd is classified under SERVICES-MANAGEMENT CONSULTING SERVICES [8742].

Why It Matters

For investors and stakeholders tracking Lichen China Ltd, this filing contains several important signals. This filing provides a comprehensive overview of the company's financial and operational status for the past fiscal year, crucial for investors to assess performance and future prospects. The disclosure of outstanding share classes and trading information on Nasdaq is essential for market participants to understand the company's capitalization and liquidity.

Risk Assessment

Risk Level: low — Lichen China Ltd shows low risk based on this filing. The filing is a standard annual report (20-F) and does not contain immediate red flags, indicating a routine disclosure process.

Analyst Insight

Investors should review the full 20-F filing to understand Lichen China Ltd's financial performance, risks, and strategic direction for 2023.

Key Numbers

• 17,500,000 — Class A Ordinary Shares outstanding (As of December 31, 2023)
• 9,000,000 — Class B Ordinary Shares outstanding (As of December 31, 2023)
• 2023-12-31 — Fiscal Year End (Reporting period)
• 001-41493 — SEC File Number (Lichen China Ltd)

Key Players & Entities

• Lichen China Ltd (company) — Registrant
• Nasdaq Stock Market LLC (company) — Exchange where Class A Ordinary Shares are registered
• Class A Ordinary Shares (dollar_amount) — Securities registered
• Class B Ordinary Shares (dollar_amount) — Outstanding shares

FAQ

Industry Context

Lichen China Ltd operates within the Management Consulting Services industry, providing services to businesses.

Regulatory Implications

As a foreign private issuer, Lichen China Ltd files an annual report on Form 20-F, which is a comprehensive disclosure document required by the SEC.

What Investors Should Do

1. Review the full Form 20-F for detailed financial statements and management discussion.
2. Analyze the outstanding share structure and any potential impact on shareholder value.
3. Monitor future filings for updates on business performance and strategic initiatives.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the annual report.
• 2024-04-04: Filing Date — Date the Form 20-F was filed with the SEC.

Year-Over-Year Comparison

This is the initial filing of the Form 20-F for the fiscal year ended December 31, 2023, following the company's reporting cycle.

Key Financial Figures

• $0.00004 — red Class A Ordinary shares, par value $0.00004 per share LICN The Nasdaq Stock Market
• $ — currency of the PRC; "U.S. dollars," "$," and "USD" are to the legal currency o
• $1.00 — a year-end spot rate of RMB7.0827 to US$1.00 or an average rate of RMB7.0467 to US$1
• $50,000 — rized share capital of the Company is US$50,000 divided into 1,000,000,000 Class A Ordi
• $4.3 million — ayments of RMB30 million (approximately $4.3 million) to the then eventual shareholders of L
• $6 million — , Lichen China Limited made payments of $6 million to its subsidiary Legend Consulting BVI

Filing Documents

• ea0202963-20f_lichen.htm (20-F) — 1743KB
• ea020296301ex2-1_lichen.htm (EX-2.1) — 56KB
• ea020296301ex4-9_lichen.htm (EX-4.9) — 23KB
• ea020296301ex8-1_lichen.htm (EX-8.1) — 4KB
• ea020296301ex11-2_lichen.htm (EX-11.2) — 42KB
• ea020296301ex12-1_lichen.htm (EX-12.1) — 9KB
• ea020296301ex12-2_lichen.htm (EX-12.2) — 9KB
• ea020296301ex13-1_lichen.htm (EX-13.1) — 3KB
• ea020296301ex13-2_lichen.htm (EX-13.2) — 4KB
• ea020296301ex15-1_lichen.htm (EX-15.1) — 2KB
• ea020296301ex15-2_lichen.htm (EX-15.2) — 2KB
• ea020296301ex97-1_lichen.htm (EX-97.1) — 28KB
• image_001.jpg (GRAPHIC) — 49KB
• image_002.jpg (GRAPHIC) — 28KB
• image_003.jpg (GRAPHIC) — 48KB
• image_004.jpg (GRAPHIC) — 2KB
• image_005.jpg (GRAPHIC) — 2KB
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• image_007.jpg (GRAPHIC) — 2KB
• image_008.jpg (GRAPHIC) — 1KB
• image_009.jpg (GRAPHIC) — 1KB
• image_010.jpg (GRAPHIC) — 1KB
• fin_001.jpg (GRAPHIC) — 20KB
• ex15-1_001.jpg (GRAPHIC) — 7KB
• ex15-1_002.jpg (GRAPHIC) — 4KB
• 0001213900-24-030414.txt (&nbsp;) — 7228KB
• licn-20231231.xsd (EX-101.SCH) — 75KB
• licn-20231231_cal.xml (EX-101.CAL) — 51KB
• licn-20231231_def.xml (EX-101.DEF) — 313KB
• licn-20231231_lab.xml (EX-101.LAB) — 524KB
• licn-20231231_pre.xml (EX-101.PRE) — 323KB
• ea0202963-20f_lichen_htm.xml (XML) — 601KB

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No Table of Contents Page PART I Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 4. Information on the Company 44 Item 4A. Unresolved Staff Comments 70 Item 5. Operating and Financial Review and Prospects 71 Item 6. Directors, Senior Management and Employees 79 Item 7. Major Shareholders and Related Party Transactions 86 Item 8. Financial Information 87 Item 9. The Offer and Listing 88 Item 10. Additional Information 88 Item 11.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 98 Item 12.

Description of Securities Other than Equity Securities

Description of Securities Other than Equity Securities 98 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies 99 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 99 Item 15.

Controls and Procedures

Controls and Procedures 99 Item 16. [Reserved] 100 Item 16A. Audit Committee Financial Expert 100 Item 16B. Code of Ethics 100 Item 16C. Principal Accountant Fees and Services 101 Item 16D. Exemptions from the Listing Standards for Audit Committees 101 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 101 Item 16F. Change in Registrant's Certifying Accountant 101 Item 16G. Corporate Governance 102 Item 16H. Mine Safety Disclosure 102 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 102 Item 16J. Insider Trading Policies 102 Item 16K. Cybersecurity 102 PART III Item 17.

Financial Statements

Financial Statements 103 Item 18.

Financial Statements

Financial Statements 103 Item 19. Exhibits 103 i INTRODUCTION Throughout this report, unless the context indicates otherwise, references to "Lichen China", "Lichen China Limited", "we," "us," the "Company," "our company," or "LICN" refer to Lichen China Limited, a holding company. References to "Subsidiaries" or "PRC subsidiaries" refer to the Lichen China Limited's subsidiaries established under the laws of the People's Republic of China. References to "Group" are to Lichen China Limited and its consolidated subsidiaries collectively. Unless otherwise indicated, in this annual report, references to: "China" or the "PRC" are to the People's Republic of China; "Class A Ordinary Shares" are to a class of shares of Lichen China (as defined below) called the "series A ordinary shares" with par value $0.00004 per share; "Class B Ordinary Shares" are to a class of shares of Lichen China (as defined below) called the "series B ordinary shares" with par value $0.00004 per share; "HKD" are to the official currency of Hong Kong; "Lichen China" are to Lichen China Limited, a Cayman Islands exempted company; "Legend Consulting BVI" are to Legend Consulting Investments Limited, a British Virgin Islands exempted company and a wholly-owned subsidiary of Lichen China; "Legend Consulting HK" are to Legend Consulting Limited (HK), a Hong Kong company and a wholly-owned subsidiary of Legend Consulting BVI; "Lichen WFOE" or "Lichen Zixun" are to Fujian Province Lichen Management and Consulting Company Limited, a wholly foreign-owned company organized under the laws of the PRC and a wholly-owned subsidiary of Legend Consulting HK; "Lichen Education" are to Xiamen City Legend Education Services Company Limited, a limited liability company organized under the laws of the PRC and a wholly-owned subsidiary of Lichen WFOE; "Operating Subsidiaries" are Lichen Zixun and Lichen Education; "RMB" are to Renminbi, or the legal currency of the PRC; "U.S. dollars,

Identity of Directors,

Item 1. Identity of Directors, Senior Management and Advisers Not applicable for annual reports on Form 20-F.

Offer Statistics

Item 2. Offer Statistics and Expected Timetable Not applicable for annual reports on Form 20-F.

Key Information

Item 3. Key Information OVERVIEW Corporate Structure The following diagram illustrates the corporate structure of Lichen China Limited and its significant subsidiaries as of the date of this annual report. Holding Company Structure Lichen China Limited was incorporated on April 13, 2016 under the laws of the Cayman Islands. As of the date of this annual report, the authorized share capital of the Company is US$50,000 divided into 1,000,000,000 Class A Ordinary Shares and 250,000,000 Class B Ordinary Shares, of which 18,370,000 Class A Ordinary Shares and 9,000,000 Class B Ordinary Shares are issued and outstanding. The Company is a holding company and is currently not actively engaging in any business. Lichen China Limited controls and receives the economic benefits of its PRC subsidiaries' business operation, if any, through equity ownership. Legend Consulting BVI was incorporated on December 20, 2013 under the laws of the British Virgin Islands with limited liability. Legend Consulting BVI is a wholly owned subsidiary of the Company. Legend Consulting BVI is a holding company and is currently not actively engaging in any business. 1 Legend Consulting HK was formed on January 8, 2014 under the laws of Hong Kong. Legend Consulting HK is a wholly owned subsidiary of Legend Consulting BVI. It is a holding company and is not actively engaging in any business. Lichen Zixun was established on April 14, 2004 under the laws of the PRC. Lichen Zixun is a wholly owned subsidiary of Legend Consulting HK and is our main operating entity. Lichen Education was established on July 30, 2014 under the laws of PRC. Lichen Education is a wholly owned subsidiary of Lichen Zixun and is our operating entity. As a result of our corporate structure, LICN's ability to pay dividends may depend upon dividends paid by our Operating Subsidiaries. If our existing Operating Subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governin

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View this 20-F filing on SEC EDGAR