SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

This section describes the material provisions of the Business Combination Agreement but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached hereto as Annex A and incorporated by reference herein. East Stone’s shareholders, Warrant holders, Rights holders and other interested parties are urged to read the Business Combination Agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below have the meanings given to them in the Business Combination Agreement.

The parties to the Business Combination Agreement are East Stone, JHD Holdings (Cayman) Limited, a Cayman Islands exempted company (“JHD”), JHD Technologies Limited, a Cayman Islands exempted company (“Pubco”), Yellow River MergerCo Limited, a British Virgin Islands business company and a wholly-owned subsidiary of Pubco (“Merger Sub”), Navy Sail International Limited, a British Virgin Islands business company, in the capacity as the Purchaser Representative, Yellow River (Cayman) Limited, a Cayman Islands exempted company, in the capacity as the Seller Representative and Primary Seller (the “Primary Seller”), each of the holders of JHD’s capital shares that become parties to the Business Combination Agreement after the date thereof (each individually, a “Seller”, and collectively with the Primary Seller, the “Sellers”), and solely for purposes of Section 10.3 and Articles XII and XIII thereof, as applicable, Double Ventures Holdings Limited, a British Virgin Islands business company, as Sponsor. Pursuant to the Business Combination Agreement, (1) Merger Sub will merge with and into East Stone, with East Stone surviving the merger (the “Merger”), as a result of which, (i) East Stone will become a wholly-owned subsidiary of Pubco and (ii) each issued and outstanding security of East Stone immediately prior to the Effective Time will no longer be outstanding and will automatically be cancelled in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco, and (2) Pubco will acquire all of the issued and outstanding capital shares of JHD from the Sellers in exchange for Ordinary Shares of Pubco (the “Share Exchange” and, together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). See the section in this summary entitled “The Business Combination Proposal” for additional information.

Under the Business Combination Agreement, upon the consummation of the Merger, each Public Unit will be automatically detached and the holder thereof will hold one Public Share, one Public Warrant, and one Public Right, and in the case of Private Placement Units, one Private Share, one Private Warrant and one Private Right of East Stone. Each ordinary share of East Stone will be automatically converted into one Ordinary Share of Pubco, except that only the Public Shareholders will be entitled to elect instead to receive a pro rata portion of East Stone’s Trust Account, as provided in East Stone’s Constitutional Documents. Additionally, (i) each outstanding Public Warrant and Private Warrant will be exchanged for a warrant of Pubco that will entitle the holder to purchase one-half (1/2) of one Ordinary Share of Pubco in lieu of one-half (1/2) of one ordinary share of East Stone and otherwise on substantially the same terms and conditions of the Public Warrants and Private Warrants, respectively, (ii) each outstanding East Stone Representative’s Warrant will be exchanged for a warrant of Pubco that will entitle the holder to purchase one full Ordinary Share of Pubco in lieu of one full ordinary share of East Stone and otherwise on substantially the same terms and conditions as the East Stone Representative’s Warrants, and (iii) each outstanding Right (both a Public Right and a Private Right) will be exchanged for one-tenth (1/10) of an Ordinary Share of Pubco.

Under the Business Combination Agreement, the exchange consideration to be received by the Sellers will be an aggregate number of Pubco Ordinary Shares (the “Exchange Shares”) with an aggregate value equal to (the “Exchange Consideration”) (i) $1,000,000,000 plus (ii) the aggregate amount of cash of JHD and its direct and indirect subsidiaries as of the Closing date, minus (iii) the aggregate indebtedness of JHD and its direct and indirect subsidiaries as of the Closing, minus (iv) the amount of any unpaid transaction expenses of JHD in excess of $10,000,000 in aggregate and minus (v) the Option Consideration Amount, with each Pubco Ordinary Share valued at the amount equal to the price at which each East Stone ordinary share is redeemed or converted pursuant to the redemption of shares (the “Redemption Price”).

Certain officers and directors of the Primary Seller (Alan Clingman, James Friel, Qifan Sun and Nicholas Wang) who will become directors and/or officers of Pubco who have options over shares in the Primary Seller will receive substitute options in Pubco. The vested options in the Primary Seller will become substitute vested options in Pubco and the value of these substituted vested options, which is the Option Consideration Amount, will be subtracted from the Exchange Consideration as noted above. Pubco will substitute unvested Pubco options for unvested Primary Seller options.

Under the terms of the Business Combination Agreement, the Convertible Notes are directly convertible into Pubco ordinary shares and do not form part of the Exchange Consideration. The Business Combination Agreement also contemplates the issuance of additional equity instruments by JHD (“Equity Investments”) that would be convertible into Pubco shares either at the Closing or thereafter.

The parties agreed that at or prior to the Closing, Pubco, the Purchaser Representative, the Seller Representative and Continental Stock Transfer & Trust Company (or another mutually acceptable escrow agent), as escrow agent (the “Escrow Agent”), will enter into an Escrow Agreement, effective as of the Closing, in form and substance reasonably satisfactory to East Stone and JHD (the “Escrow Agreement”), pursuant to which Pubco will cause to be delivered to the Escrow Agent a number of Exchange Shares (each valued at the Redemption Price) equal in value to ten percent (10%) of the Exchange Consideration otherwise issuable to the Sellers at the Closing (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”) to be held, along with any other dividends, distributions or other income on the foregoing (the “Other Escrow Property”, together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed in accordance with the terms of the Business Combination Agreement and the Escrow Agreement. Please see the section titled “The Business Combination Proposal — The Business Combination Agreement and Related Agreements.”

Issuance of Pubco securities in connection with the Share Exchange with the Sellers is exempt from registration under the Securities Act in reliance upon Section 4(a)(2) thereof because securities of Pubco will be issued to a limited number of Sellers without involving a public offering and Regulation S of the Securities Act because the Sellers are not U.S. persons and the issuance of the securities of Pubco to such persons would be extraterritorial and within the scope of the exemption from registration codified as Regulation S promulgated under the Securities Act. The Convertible Notes were issued to four investors without registration under the Securities Act pursuant to Section 4(a)(2) or Regulation S thereunder and the Ordinary Shares of Pubco into which such Convertible Notes will convert will also be exempt from registration under the Securities Act pursuant to Section 4(a)(2) or Regulation S.

Pursuant to the Business Combination Agreement, prior to the consummation of the Business Combination, the board of directors and shareholders of Pubco will amend and restate Pubco’s memorandum and articles of association. The Amended and Restated Memorandum and Articles of Association of Pubco differ from East Stone’s amended and restated memorandum and articles of association in multiple aspects, including: (i) the name of the new public entity will be “JHD Technologies Limited” instead of “East Stone Acquisition Corporation”; (ii) Pubco’s corporate existence is perpetual as opposed to East Stone’s corporate existence terminating if a business combination is not consummated by East Stone within a specified period of time; and (iii) Pubco’s Amended and Restated Memorandum and Articles of Association does not include the various provisions applicable only to special purpose acquisition corporations that East Stone’s amended and restated memorandum and articles of association contains, and (iv) Pubco’s Amended and Restated Memorandum and Articles of Association are governed by the laws of the Cayman Islands, whereas East Stone’s amended and restated memorandum and articles of association are governed by British Virgin Islands laws.

In addition to voting on the Business Combination, the shareholders of East Stone will consider and vote upon the proposal to approve, for purposes of complying with applicable Listing Rules of Nasdaq, the issuance of (a) approximately 83,891,675 newly issued ordinary shares in the Business Combination, and which amounts will be determined as described in more detail in the accompanying proxy statement/prospectus, (b) approximately 17,748,695 shares underlying vested and unvested options to be issued to certain officers and directors of the Primary Seller who will become officers and directors of Pubco concurrently with the closing of the proposed Business Combination, (c) an aggregate of 4,988,408 ordinary shares issuable upon conversion of certain convertible notes issued by JHD prior to the consummation of the proposed Business Combination, and (d) approximately 4,566,588 ordinary shares issuable upon conversion of a convertible note of Pure Value Trading Company (Shanghai) Limited in favor of Qingdao Hainuo Investment Development Co. Ltd. — we refer to this proposal as the “Share Issuance Proposal.” See the section entitled “The Share Issuance Proposal.”

The Business Combination Agreement may also be terminated under certain other customary and limited circumstances at any time prior the Closing, including, among other reasons: (i) by mutual written consent of East Stone and JHD; (ii) by either East Stone or JHD if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable; (iii) by JHD for East Stone’s uncured breach of the Business Combination Agreement, such that the related Closing condition would not be met; (iv) by East Stone for the uncured breach of the Business Combination Agreement by JHD, Pubco, Merger Sub or any Seller, such that the related Closing condition

would not be met; (v) by East Stone if there has been a Material Adverse Effect with respect to JHD since the date of the Business Combination Agreement, which is uncured and continuing; and (vi) by either East Stone or JHD if East Stone holds its shareholder meeting to approve the Business Combination Agreement and the Transactions and such approval is not obtained. See the section entitled “The Business Combination Proposal — The Business Combination Agreement and Related Agreements — Termination.”

After the Business Combination, Pubco’s board of directors will consist of seven directors and they will be divided into three classes, namely Class I, Class II and Class III. Class I will consist initially of two directors, namely, Jennifer Liu and Michael Cashel. Class II will consist initially of two directors, namely James Friel and Jasmine Geffner. Class III will consist initially of three directors, namely Alan Clingman, Vladimir Leyviman and Xiaoma (Sherman) Lu. After the consummation of the Business Combination, Michael Cashel, Jennifer Liu, James Friel and Jasmine Geffner will be considered independent directors under the Listing Rules of Nasdaq. See the section of this proxy statement/prospectus entitled “Management of Pubco Following the Business Combination.”

Upon completion of the Business Combination, the current officers of JHD will remain officers of JHD and will become officers of Pubco, holding the equivalent positions as those held with JHD. See the section of this proxy statement/prospectus entitled “Management of Pubco Following the Business Combination.”

Overview of JHD Group

JHD Group is an innovative merchant enablement company. JHD Group believes that its potentially addressable market is five out of six million independently owned merchant stores in selected provincial regions in the less developed, or rural, areas of China. JHD Group’s merchant enablement platform, which includes a digital e-commerce platform, provides a supply chain and the service infrastructure for fast-moving consumer goods to meet the daily needs of potentially millions of underserved consumers in the lower-tier markets of China and value-added services (“Value-Added Services”) to financial institutions to potentially service millions of consumers underserved by financial institutions.

JHD Group started its business in China in June 2016. Since inception, JHD has sold goods to over 101,000 stores. During the twelve months ended December 1, 2021, JHD sold goods to 34,795 annual active stores, and as of December 1, 2021, facilitated financial transactions at 3,062 active financial stations.

In March 2020, the VIE acquired an initial 56.42% ownership interest in Guizhou Guinong Technology Holding Company and began offering Value-Added Services to financial institutions to manage and supervise the operation of approximately 2,900 financial stations in rural areas. As of September 30, 2021, approximately 3,000 active financial stations were servicing approximately 300,000 bank account holders with an aggregate of RMB 7.5 billion ($1.16 billion) of deposits in these accounts maintained at the partner banks of JHD Group and VIE Subsidiaries.

China is a tale of two markets — a well-developed, upper-tier market that has grown increasingly richer and more sophisticated over the past thirty years and a rapidly urbanizing and emerging lower-tier market that is rapidly growing. This market segment is still fragmented and underserved by consumer and financial institutions and finance companies whose business models were not designed for it. Competition is scattered, and while the national infrastructure of roads, rail and air as well as telecommunications is robust, networks such as that of JHD Group are only starting to scale.

JHD Group sees a substantial opportunity as an early entrant in this space. While the internet giants can provide certain goods and services to this massive dispersed market, they have not yet developed the delivery and service infrastructure on the ground. JHD Group has built an on-time, in-full, same-day or next-day delivery model potentially serving tens of thousands of independent retailers, which serves as the foundation of JHD Group’s network, connected by technology. JHD Group’s strategy is to develop relationships with the tens of thousands of retail outlets that service lower-tier China and empower the stores and their customers with advanced technology. JHD Group believes it is making a meaningful difference by bringing a reliable supply of consumer goods and assisting financial institutions in providing financial services to residents of these rural areas through local “mom and pop” shops.

Recent Developments as to JHD’s Business

COVID-19 emerged in December 2019 and has since spread across the globe. In March 2020, the World Health Organization declared COVID-19 a pandemic. Like most companies, JHD Group’s various business lines have been adversely impacted by COVID-19. The financial information below is extracted from JHD Group’s unaudited selected financial data for the nine months ended September 30, 2021 and 2020, and audited selected financial data for the fiscal years ended December 31, 2020 and 2019, which have been prepared by, and are the responsibility of, JHD Group’s management.

This information should be read in conjunction with “JHD Group’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and JHD Group’s financial statements and notes thereto included elsewhere in this proxy statement/prospectus.

JHD Group cannot assure you that its results of operation for the nine months ended September 30, 2021, and the fiscal years ended December 31, 2020 and 2019 will be indicative of its financial results for future periods.

Recent Developments as to East Stone’s Business

Effective May 24, 2021, East Stone extended the date by which it has to consummate a business combination from May 24, 2021 to August 24, 2021 (the “First Extension”). Effective August 23, 2021, East Stone extended the date by which it has to consummate a business combination from August 24, 2021 to November 24, 2021 (the “Second Extension” and, together with the First Extension, the “Extensions”). The Second Extension was the second and last of up to two three-month extensions permitted under East Stone’s governing documents and provided East Stone with additional time to complete its proposed business combination with JHD and Pubco. JHD loaned to East Stone a sum of $1,380,000 on the Sponsor’s behalf in order to support the First Extension, such loan being made pursuant to the terms of the Original Business Combination Agreement. JHD also loaned East Stone an additional $1,380,000 to support the Second Extension. The loaned funds were deposited into East Stone’s Trust Account. The loans are non-interest bearing and will be payable upon the earlier of (i) the consummation of the Transactions and (ii) East Stone’s liquidation. As of January 6, 2022, there was approximately $33,504,880.67 held in the Trust Account (or approximately $10.26 per public share).

On June 25, 2021, the parties amended the Original Business Combination (the “June 2021 BCA Amendment”) to clarify the treatment of the Representative’s Warrants thereunder. The Original Business Combination Agreement, as so amended, was then amended and restated on September 13, 2021 (the “September 2021 BCA Amendment and Restatement”) to (a) address the treatment of the Convertible Notes and any future Equity Investments as PIPE

Investments under the terms of the agreement, (b) provide registration rights to the Sellers, the holders of Convertible Notes and the holders of any future Equity Investments and (c) append a revised Amended and Restated Memorandum and Articles of Association of Pubco that, among other things, set forth the proposed authorized share capital of Pubco following the consummation of the Business Combination. The amended and restated Business Combination Agreement provides that (a) Convertible Notes and any future Equity Investments will be allowed to directly convert into Pubco Ordinary Shares, (b) the principal amount of the Convertible Notes and the aggregate cash proceeds of any future Equity Investment will be counted towards East Stone’s minimum cash condition under the Business Combination Agreement, consistent with the characterization of these instruments as PIPE Investments, (c) the Pubco Ordinary Shares received by the Sellers, the holders of the Convertible Notes and the holders of any future Equity Investment will be registered for resale, along with the Pubco Ordinary Shares issued to East Stone’s public shareholders.

On October 7, 2021, the Business Combination Agreement was further amended and restated (“Second Amended and Restated Business Combination Agreement”) to memorialize an agreement among the parties that the vested options in the Primary Seller previously issued to senior executives and directors of the Primary Seller (“Consideration Options”) would be exchanged for substitute option in Pubco exercisable into a pool of Pubco Ordinary Shares established by reducing the Exchange Consideration that would otherwise have been issued to the Sellers. All unvested options in the Primary Seller would be exchanged for substitute options in Pubco and would be exercisable for Pubco Ordinary Shares from a pool of Ordinary Shares equal to fifteen percent (15%) of the aggregate number of Ordinary Shares issued and outstanding immediately after the consummation of the Business Combination under a new incentive option plan to be adopted by Pubco and which would not reduce the amount of the Exchange Consideration. On November 12, 2021, the Second Amended and Restated Business Combination Agreement was then further amended (the “November 2021 BCA Amendment”, and together with the June 2021 BCA Amendment, the September 2021 BCA Amendment and Restatement, and the Second Amended and Restated Business Combination Agreement, the “Business Combination Agreement”) that provided that certain amounts to be made available to East Stone by the investor groups pursuant to their forward share purchase agreements would not be counted towards the minimum cash condition to closing under the Business Combination Agreement and also extended the outside date by which the Business Combination must be completed until February 24, 2022.

On November 5, 2021, East Stone filed a definitive proxy statement with respect to a special shareholder meeting to be held on November 24, 2021 at which East Stone shareholders were be asked, inter alia, to amend East Stone’s amended and restated memorandum and articles of association to extend the date by which East Stone has to consummate a business combination from November 24, 2021 to February 24, 2022 (the “Extension”).

On November 12, 2021, East Stone entered into forward share purchase agreements and share transfer agreements with three investor groups pursuant to which these investors have agreed, among other things, not to redeem certain East Stone shares in connection with either the vote on the Extension or the vote on the Business Combination. Also on November 12, 2021 East Stone entered into the Second Amended and Restated Business Combination Agreement which provides that certain amounts to be made available to East Stone by the investor groups pursuant to their forward share purchase agreements would not be counted towards the minimum cash condition to closing under the Second Amended and Restated Business Combination Agreement and also extends the outside date by which the Business Combination must be completed until February 24, 2022. On November 24, 2021, East Stone’s shareholders approved the Extension, and East Stone’s amended and restated memorandum and articles of association was further amended to effect the Extension. As of January 6, 2022, there was approximately $33,504,880.67 held in the Trust Account upon the redemption of $108,088,023 exercised by shareholders of East Stone on November 24, 2021.

See “Recent Developments” for a more detailed explanation of the Extension, the forward share purchase and share transfers agreements, the amendment to the Business Combination transaction and related matters.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

Potential ownership of outstanding Pubco Ordinary Shares upon Closing: 

Potential sources of dilution:

Notes:

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(1)      Including 8,407,653 earn-out shares placed in escrow subject to forfeiture.

(2)      Including 35,000 shares converted from the Private Rights attached to the Private Placement Units.

(3)      Represents approximately 4,988,408 shares to be issued upon conversion of certain JHD convertible notes with aggregate amount of $35.36 million outstanding as of December 2, 2021, which notes will be converted into Pubco Ordinary Shares contemporaneously with the Closing.

(4)      Represents approximately 11,332,489 shares which will be issued to the holders of the vested Primary Seller options at the Closing (please see “Summary of the Proxy Statement/Prospectus — The Business Combination Proposal” for further details).

The Potential sources of dilution table does not include the impact of Pubco unvested options over approximately 6,416,206 Pubco Ordinary Shares that are replacing Primary Seller options as provided by the Business Combination Agreement, as those options have not vested and are not exercisable at the time of closing. The table also excludes the impact of approximately 4,566,588 shares to be issued upon conversion of JHD convertible notes issued to Qingdao Hainuo Investment Development Co., Ltd. with aggregate amount of RMB 300 million signed on October 2, 2021 (the “Qingdao Notes”) and closed on January 12, 2022. For more information, please see “Recent Developments”.

Additionally, in connection with the business combination transaction Pubco intends to adopt a new equity incentive plan. Based on the terms of the Business Combination Agreement, up to 15% of the aggregate number of Ordinary Shares issued and outstanding immediately after the consummation of the Business Combination may be granted to employees, officers and directors (which includes the 6,416,206 Pubco Ordinary Shares covered by unvested Pubco options being issued in substitution for unvested Primary Seller options).

Pursuant to East Stone’s underwriting agreement with I-Bankers, I-Bankers is entitled to $402,500 in deferred underwriting commissions. Additionally, pursuant to a business combination marketing agreement entered into with I-Bankers at the IPO, I-Bankers is entitled to certain advisory fees for assistance in holding meetings with East Stone shareholders to discuss the potential business combination and the target business’ attributes, introducing East Stone to potential investors that are interested in purchasing East Stone’s securities in connection with East Stone’s initial business combination, assisting East Stone in obtaining shareholder approval for the business combination and assisting East Stone with its press releases and public filings in connection with the business combination. Fees for such advisory fees are payable as follows: (i) if the amount of cash held in the trust account immediately prior to the business combination, after redemptions, is at least 50% of the gross proceeds of the IPO, then the advisory fees payable to I-Bankers will be 2.75% of the cash remaining the trust account in cash, (ii) if the amount of cash held in the trust account immediately prior to the business combination, after redemptions, is less than 50% of the gross proceeds of the IPO, then the advisory fees payable to I-Bankers will be 1.375% of the gross proceeds of the offering, and (iii) notwithstanding (i) and (ii) above, if the amount of cash held in the trust account immediately prior to the business combination, after redemptions, is less than $20,000,000, then the advisory fees payable to I-Bankers will be paid in a combination of

cash and securities in the same proportion as the cash and securities consideration paid to the target and its shareholders in the business combination, provided that in no event shall the cash portion of such advisory fees under (ii) or (iii) above be less than $1,000,000.

The following table illustrates the amount and form of deferred underwriting and advisory fees payable to I-Bankers based on redemption levels, as well as the effective aggregate fees to be paid at Closing to I-Bankers, expressed both as a dollar amount and as a percentage of remaining trust proceeds at each redemption level identified below, based on 3,265,105 Public Shares eligible for redemption and $33,518,687 in trust as of November 29, 2021, after accounting for redemptions submitted in connection with the Extension:

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*        Based on the amount remaining in the Trust Account as of November 29, 2021, after accounting for redemptions in connection with the Extension.

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all the information that is important to you. To better understand the proposals to be submitted for a vote at the Meeting, including the Business Combination Proposal, you should carefully read this entire proxy statement/prospectus, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus as well as the other annexes attached hereto. The Business Combination Agreement is the legal document that governs the Merger and Share Exchange and the other transactions that will be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/prospectus in the section entitled “Summary of the Material Terms of the Business Combination Agreement,” but is qualified by reference to the complete text of the Business Combination Agreement.

The Parties

East Stone

East Stone Acquisition Corporation, which is referred to as East Stone, is a blank check company incorporated in the British Virgin Islands on August 9, 2018. East Stone was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination or other similar business combination with one or more businesses or entities.

On February 24, 2020, East Stone consummated its IPO of 13,800,000 Public Units, which included the underwriters’ full exercise of over-allotment option, at a price of $10.00 per Public Unit, generating gross proceeds of $138,000,000. Simultaneously with the closing of the IPO, East Stone consummated the private placement of an aggregate of 350,000 Private Placement Units at a price of $10.00 per Unit, generating gross proceeds of $3,500,000. The total offering generated an aggregate amount of gross proceeds of $141,500,000 to East Stone.

Following the Initial Public Offering and the simultaneous private placement, a total of $138,000,000 was deposited into the Trust Account and the remaining proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The Initial Public Offering was conducted pursuant to registration statements on Form S-1 (File Nos. 333-235949 and 333-236527) that became effective on February 19, 2020.

Effective May 24, 2021, East Stone extended the date by which it has to consummate a business combination from May 24, 2021 to August 24, 2021 (the “First Extension”). Effective August 23, 2021, East Stone extended the date by which it has to consummate a business combination from August 24, 2021 to November 24, 2021 (the “Second Extension” and, together with the First Extension, the “Extensions”). The Second Extension is the second and last of up to two three-month extensions permitted under East Stone’s governing documents and provides East Stone with additional time to complete its proposed business combination with JHD. On November 24, 2021, East Stone amended its governing documents to extend the date by which a business combination must be completed until February 24, 2022. In accordance with the Original Business Combination Agreement, JHD loaned to East Stone a sum of $1,380,000 on the Sponsor’s behalf in order to support the First Extension. JHD also loaned East Stone an additional $1,380,000 to support the Second Extension. The loaned funds were deposited into East Stone’s Trust Account. The loans are non-interest bearing and will be payable upon the earlier of (i) the consummation of the Transactions and (ii) East Stone’s liquidation. As of January 6, 2022, there was approximately $33,504,880.67 held in the Trust Account, after accounting for redemptions submitted in connection with the Extension.

After the consummation of the Business Combination, the funds in the Trust Account will be used by East Stone to pay holders of the Public Shares who exercise Redemption rights, to pay fees and expenses incurred in connection with the Business Combination with JHD (including deferred underwriting commissions and advisory fees of up to $2,000,000 to East Stone’s IPO underwriters in connection with the Business Combination) and to repay any loans owed by East Stone. Any remaining funds will be paid to JHD (or as otherwise designated in writing by JHD to East Stone prior to the Closing) and used for working capital and general corporate purposes of Pubco and its subsidiaries. East Stone’s Public Units, Public Shares, Public Warrants and Public Rights are listed on Nasdaq under the symbols “ESSCU,” “ESSC,” “ESSCW,” and “ESSCR,” respectively.

The mailing address of East Stone’s principal executive office is 25 Mall Road, Suite 330, Burlington, MA 01803 and its telephone number is (781) 202-9128. After the consummation of the Business Combination, East Stone will become a wholly-owned subsidiary of Pubco.

Pubco

Pubco was incorporated on February 10, 2021 solely for the purpose of effectuating the Business Combination described herein. Pubco was incorporated under the laws of the Cayman Islands as an exempted company with limited liability. Pubco owns no material assets and does not operate any business. Prior to the consummation of the Business Combination, the sole director of Pubco is Jun Wang and the sole shareholder of Pubco is Yellow River (Cayman) Limited.

The mailing address of Pubco’s registered office is Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, Grand Cayman KY1-9010, Cayman Islands and its telephone number is +1 345 949 2648.

After the consummation of the Business Combination, Pubco’s principal executive office will be that of JHD, located at c/o JHD Holdings Limited, Unit 06, 12/F, No. 555 Haiyang West Road, Pudong, Shanghai, PRC.

Merger Sub

Merger Sub was incorporated on February 12, 2021 solely for the purpose of effectuating the Business Combination described herein. Merger Sub was incorporated under the laws of the British Virgin Islands as a BVI business company. Merger Sub owns no material assets and does not operate any business. Prior to the consummation of the Business Combination, the sole director of Merger Sub is Jun Wang, and the sole shareholder of Merger Sub is Pubco.

JHD

JHD is a Cayman Islands exempted company. For additional information regarding JHD, see the section of this proxy statement/prospectus entitled “Business of JHD.”

The mailing address of JHD’s principal executive office is c/o JHD Holdings Limited, c/o Jihuiduo Technology Limited, Unit 06, 12/F, No. 555 Haiyang West Road, Pudong, Shanghai, PRC, and its telephone number is +86 (21) 6168 4593.

Primary Seller

Primary Seller holds 100% of JHD’s outstanding capital shares. Primary Seller, a Cayman Islands exempted company incorporated on March 30, 2016, is a holding company.

Organizational Structure

The following sets forth Pubco’s organizational structure.

The Business Combination Proposal

On February 16, 2021, East Stone entered into the Original Business Combination Agreement, as amended and restated from time to time, with Pubco, Merger Sub, JHD, the Seller and the other parties thereto. The Business Combination Agreement provides for a business combination transaction by means of (i) the Merger of Merger Sub with and into East Stone, with East Stone surviving and each of the former security holders of East Stone receiving securities of

Pubco, with Pubco becoming a new public company, (ii) the exchange of 100% of issued and outstanding ordinary shares of JHD from the Sellers for capital shares of Pubco. The Sellers will receive Pubco Ordinary Shares of the same class as those received by East Stone shareholders.

The total Exchange Consideration to be paid by Pubco to Seller will be a number of Ordinary Shares equal in value to the sum of (i) $1,000,000,000 plus (ii) the aggregate amount of cash held by JHD and its direct and indirect subsidiaries as of the Closing, minus (iii) the aggregate indebtedness of JHD and its direct and indirect subsidiaries as of the Closing, minus (iv) the amount of any unpaid transaction expenses of JHD exceeding $10 million and minus the Option Consideration Amount as set forth in the Business Combination Agreement, with each Ordinary Share valued at the price at which East Stone redeems its ordinary shares from its public shareholders; provided, that the Exchange Consideration otherwise deliverable to the Sellers after the Closing is subject to adjustment in accordance with Section 5.5 of the Business Combination Agreement (the “Exchange Shares”), subject to 10% of such Exchange Shares being placed in escrow to be paid upon satisfaction of the performance target in accordance with Section 2.3 of Business Combination Agreement. At the Closing, 8,407,653 (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted the “Escrow Shares”) will be delivered to the escrow agent and placed in escrow until some or all of such shares are released to the Seller if the earnout revenue target of $140,000,000 is met by the twelve (12) month anniversary of the first fiscal quarter following Closing, and if the earnout revenue target is not met the Escrow Shares will be forfeited. In addition to the issuance of the Exchange Shares, Pubco will issue 4,988,408 Pubco Ordinary Shares to the holders of the Convertible Notes which will convert into such Pubco Ordinary Shares at the Closing. Additional Pubco Ordinary Shares may be issued in respect to future Equity Instruments that provide for conversion at the Closing.

A number of Pubco Ordinary Shares equal to the Option Consideration Amount divided by the Redemption Price will be available to satisfy exercises of substitute options issued Pubco to the holders of vested options in the Primary Seller (the “Consideration Options”). It is anticipated that Pubco options over approximately 11,332,489 Pubco Ordinary Shares will be issued to the holders of the vested Primary Seller options at the Closing and that Pubco options over approximately 6,416,206 Pubco Ordinary Shares will be issued to the holders of unvested Primary Seller options at the Closing.

For a detailed discussion on calculation of the number of Ordinary Shares to be issued and delivered to the Sellers in connection with the Business Combination, please see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — The Business Combination Agreement and Related Agreements.”

In addition to the approval of the Business Combination Proposal, unless waived by the parties to the Business Combination Agreement in accordance with applicable law, the Closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement including, among other things, receipt of the requisite shareholders’ approval of the Charter Proposal. For more information about the closing conditions to the Business Combination, see the section of this proxy statement/prospectus titled “The Business Combination Proposal — Conditions to Consummation of the Business Combination.”

The Charter Proposal

In connection with the Business Combination, East Stone is, pursuant to SEC guidance, asking East Stone shareholders to consider and vote upon and to approve a Proposal to adopt Pubco’s Amended and Restated Memorandum and Articles of Association, substantially in the form attached to this proxy statement/prospectus as Annex B, to be effective upon the consummation of the Business Combination, separate and apart from their consideration and vote upon the Business Combination Proposal. This vote is not required by British Virgin Islands law or Cayman Islands law.

Pursuant to the Business Combination Agreement, prior to the consummation of the Business Combination, the board of directors and shareholders of Pubco will amend and restate Pubco’s memorandum and articles of association. The Amended and Restated Memorandum and Articles of Association of Pubco will differ from East Stone’s amended and restated memorandum and articles of association in multiple respects, including, for example: (i) the name of the new public entity will be “JHD Technologies Limited” as opposed to “East Stone Acquisition Corporation”; (ii) Pubco’s corporate existence is perpetual as opposed to East Stone’s corporate existence terminating if a business combination is not consummated by East Stone within a specified period of time; and (iii) Pubco’s Amended and Restated Memorandum and Articles of Association do not include the various provisions applicable only to special purpose acquisition corporations that East Stone’s amended and restated memorandum and articles of association contains.

Like approval of the Business Combination Proposal, the approval of the Charter Proposal, unless waived by the parties to the Business Combination Agreement in accordance with applicable law, is a condition to the Closing of the Business Combination. For more information about the closing conditions to the Business Combination, see the section of this proxy statement/prospectus titled “Business Combination Proposal — Conditions to Consummation of the Business Combination.”

The Charter Proposal is conditioned on the approval of the Business Combination Proposal and the Share Issuance Proposal. Therefore, if either the Business Combination Proposal or the Share Issuance Approval is not approved, then the Charter Proposal will have no effect, even if approved by East Stone’s shareholders. The Charter Proposal is not conditioned on the separate approval of the Organizational Documents Advisory Proposals. For more information about Pubco’s Amended and Restated Memorandum and Articles of Association, please see the section of this proxy statement/prospectus entitled “The Charter Proposal.”

The Organizational Documents Advisory Proposals

As required by SEC guidance requiring that shareholders have the opportunity to present their views on important corporate governance provisions, East Stone is requesting that East Stone’s shareholders vote upon, on a non-binding advisory basis, Proposals to approve certain governance provisions in Pubco’s Amended and Restated Memorandum and Articles of Association, which are separately being presented. These votes are not required by British Virgin Islands law or Cayman Islands law. The shareholder votes regarding the Organizational Documents Advisory Proposals are advisory votes and are not binding on East Stone or East Stone’s board of directors (separate and apart from the approval of the Charter Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the Organizational Documents Advisory Proposals (separate and apart from approval of the Charter Proposal). Accordingly, regardless of the outcome of the non-binding advisory vote on the Organizational Documents Advisory Proposals, East Stone intends that Pubco’s Amended and Restated Memorandum and Articles of Association will take effect upon the Closing (assuming approval of the Charter Proposal). Please see the section of this proxy statement/prospectus entitled “The Organizational Documents Advisory Proposals.”

The Share Issuance Proposal

The Listing Rules of Nasdaq require that a listed company obtain its shareholders’ approval for issuances of securities in excess of 20% of the listed company’s issued and outstanding voting stock prior to the issuance. In connection with the approval of the Business Combination Proposal, East Stone’s shareholders will be asked to consider and vote upon a proposal to approve, for purposes of complying with the applicable Listing Rules of Nasdaq, the issuance of (a) approximately 83,891,675 newly issued ordinary shares in the Business Combination, and which amounts will be determined as described in more detail in the accompanying proxy statement/prospectus, (b) approximately 17,748,695 shares underlying vested and unvested options to be issued to certain officers and directors of the Primary Seller who will become officers and directors of Pubco concurrently with the closing of the proposed Business Combination, (c) an aggregate of 4,988,408 ordinary shares issuable upon conversion of certain convertible notes issued by JHD prior to the consummation of the proposed Business Combination, and (d) approximately 4,566,588 ordinary shares issuable upon conversion of a convertible note of Pure Value Trading Company (Shanghai) Limited in favor of Qingdao Hainuo Investment Development Co. Ltd. Please see the section of this proxy statement/prospectus entitled “The Share Issuance Proposal.”

The Director Election Proposal

For purposes of East Stone’s Amended and Restated Memorandum and Articles of Association, this special meeting in lieu of an annual meeting is serving as East Stone’s first annual meeting of shareholders. The East Stone board has nominated Xiaoma (Sherman) Lu, Sanjay Prasad and William Zielke for election at the special meeting in lieu of an annual meeting, to serve until the earlier of the consummation of the Business Combination and the 2023 annual meeting of shareholders or their earlier death, resignation or removal and until their respective successors are duly elected and qualified (including if they are replaced at the consummation of the Business Combination, or if, based upon the tabulated vote at the time of the Meeting, East Stone is not authorized to consummate the Business Combination). See the section entitled “Director Election Proposal” for additional information.

The Adjournment Proposal

If East Stone determines that it is necessary or appropriate to adjourn the Meeting to a later date, including if, based on the tabulated vote, there are not sufficient shareholder votes at the time of the Meeting to authorize East Stone to consummate the Business Combination (because the Business Combination Proposal would not be approved or because another condition to Closing the Business Combination Agreement would not be met), East Stone’s board of directors may submit a proposal to adjourn the Meeting to a later date or dates, to permit, among other actions, further solicitation of proxies. Please see the section of this proxy statement/prospectus entitled “The Adjournment Proposal.”

East Stone Initial Shareholders and IPO PIPE Shareholders

As of December 2, 2021, the Record Date for the Meeting, East Stone’s Initial Shareholders, including its Sponsor, beneficially owned and were entitled to vote an aggregate of 3,043,000 Founder Shares that were issued prior to East Stone’s Initial Public Offering. As of December 2, 2021, the Founder Shares constitute approximately 46.2% of the outstanding ordinary shares of East Stone.

Additionally, an aggregate of 350,000 IPO PIPE Shares underlie the Private Placement Units issued to the IPO PIPE Shareholders in connection with a private placement that closed simultaneously with the Initial Public Offering. The IPO PIPE Shares constitute approximately 4.8% of the outstanding ordinary shares of East Stone as of December 2, 2021.

In connection with the Initial Public Offering, each of East Stone’s Initial Shareholders and IPO PIPE Shareholders agreed to vote the Founder Shares and the IPO PIPE Shares, as applicable, as well as any ordinary shares acquired in the aftermarket, in favor of the Business Combination Proposal and the Charter Proposal. East Stone’s Initial Shareholders and IPO PIPE Shareholders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the Meeting. The Founder Shares have no Redemption rights in the event of a business combination and will be worthless if no business combination is effected by East Stone. Additionally, the IPO PIPE Shares will not participate in any liquidating distribution upon winding up if a business combination is not consummated, until all of the claims of any redeeming shareholders and creditors are fully satisfied (and then only from funds held outside the trust account).

In connection with the Initial Public Offering, the Initial Shareholders entered into an escrow agreement pursuant to which their Founder Shares are held in escrow and may not be transferred (subject to limited exceptions) until (i) with respect to 50% of the Founder Shares, for a period ending on the earlier of the six-month anniversary of the Business Combination or the date on which the closing price of the ordinary shares exceeds $12.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination, and (ii) with respect to the other 50% of the Founder Shares, for a period ending on the six-month anniversary of the consummation of the Business Combination, unless approved by East Stone’s Public Shareholders. However, if, after a Business Combination, there is a transaction whereby all the outstanding shares of East Stone are exchanged or converted into cash (as they would be in a post-asset sale liquidation) or another issuer’s shares, then the Founder Shares (or any ordinary shares thereunder) will be permitted to be released from escrow to participate. In addition, all Initial Shareholders agreed to place in escrow (and not transfer any ownership interest in) their Private Placement Units (or any securities comprising the Private Placement Units), excluding any Public Units acquired by initial shareholders in the IPO or in the open market, until 30 days following the consummation of the Business Combination.

Date, Time and Place of the Special Meeting in Lieu of an Annual Meeting of Shareholders of East Stone

The Meeting will be held at 9:00 a.m., Eastern Time, on [        ], 2022, at the office of Ellenoff Grossman & Schole LLP at 1345 6th Avenue, New York, New York 10105. East Stone will also be hosting the Special Meeting in Lieu of an Annual Meeting via live webcast on the Internet at https://www.cstproxy.com/easternacquisition/2021 with the password of [        ], to consider and vote upon the Business Combination Proposal, the Charter Proposal, the Organizational Documents Advisory Proposals, the Share Issuance Proposal, the Director Election Proposal and/or if necessary, the Adjournment Proposal.

Voting Power; Record Date

Shareholders will be entitled to vote or direct votes to be cast at the Meeting if they owned ordinary shares of East Stone at the close of business on December 2, 2021, which is the Record Date for the Meeting. Shareholders will have one vote for each East Stone ordinary share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. East Stone Warrants and Rights do not have voting rights. On the Record Date, there were 7,168,605 ordinary shares of East Stone outstanding, of which 3,265,105 were Public Shares, with the rest being held by the East Stone Initial Shareholders and IPO PIPE Shareholders.

Quorum and Vote of East Stone Shareholders

A quorum of East Stone shareholders is necessary to hold a valid meeting. A quorum will be present at the East Stone meeting if the holders of no less than 50% of the outstanding shares entitled to vote at the Meeting are present themselves or represented by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the proposals. The East Stone

Initial Shareholders hold approximately 46.2% of the outstanding ordinary shares of East Stone as of December 2, 2021. The IPO PIPE Shareholders hold approximately 4.8% of the outstanding ordinary shares of East Stone as of December 2, 2021. East Stone’s directors, executive officers and their affiliates hold approximately 53.8% of the outstanding ordinary shares of East Stone as of December 2, 2021. Such shares, as well as any ordinary shares acquired in the aftermarket by the Initial Shareholders and the IPO PIPE Shareholders, will be voted in favor of the proposals presented at the Meeting. The proposals presented at the Meeting will require the following votes:

•        Pursuant to East Stone’s amended and restated memorandum and articles of association, the approval of the Business Combination Proposal will require the affirmative vote of the holders of a majority of the then-outstanding ordinary shares of East Stone that are present and voted at the Meeting. There are currently 7,168,605 ordinary shares of East Stone outstanding, of which 3,265,105 are Public Shares.

•        The approval of the Charter Proposal will require the affirmative vote of the holders of a majority of the then-outstanding ordinary shares of East Stone that are present and voted at the Meeting.

•        The approval of the Organizational Documents Advisory Proposals, which are advisory and non-binding, will require the affirmative vote of the holders of a majority of the then-outstanding ordinary shares of East Stone that are present and voted at the Meeting.

•        The approval of the Share Issuance Proposal will require the affirmative vote of the holders of a majority of the then-outstanding ordinary shares of East Stone that are present and voted at the Meeting.

•        The approval of the Director Election Proposal will require the affirmative vote of the holders of a majority of the then-outstanding ordinary shares of East Stone that are present and voted at the Meeting.

•        The approval of the Adjournment Proposal will require the affirmative vote of the holders of a majority of the then-outstanding ordinary shares of East Stone that are present and voted at the Meeting.

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the Business Combination Proposal, the Charter Proposal, the Organizational Documents Advisory Proposals, the Share Issuance Proposal, the Director Election Proposal and (if presented) the Adjournment Proposal.

Redemption Rights

Pursuant to East Stone’s amended and restated memorandum and articles of association, a holder of Public Shares may demand that East Stone convert such shares into cash if the Business Combination is consummated. Holders of Public Shares (whether or not they are holders on the Record Date) will be entitled to receive cash for these shares only if they demand that East Stone convert their shares into cash no later than 5:00 p.m. Eastern Time on [        ], 2022 (two (2) business days prior to the Meeting) by (A) by submitting their request in writing to Continental Stock Transfer & Trust Company and (B) delivering their stock to East Stone’s transfer agent physically or electronically using The Depository Trust Company’s Deposit Withdrawal at Custodian (DWAC) System. If the Business Combination is not completed, these shares will not be redeemed for cash at this time in connection with the Business Combination. In such case, East Stone will promptly return any shares delivered by public holders for Redemption and such holders may only share in the assets of the Trust Account upon the liquidation of East Stone. This may result in holders receiving less than they would have received if the Business Combination was completed and they had exercised their Redemption rights in connection therewith due to potential claims of creditors of East Stone. If a holder of Public Shares properly demands Redemption, East Stone will redeem each Public Share for its pro rata portion of the Trust Account, calculated as of two (2) business days prior to the anticipated consummation of the Business Combination. As of December 2, 2021, the Record Date, this would amount to approximately $10.26 per share. If a holder of Public Shares exercises its Redemption rights, then it will be exchanging its ordinary shares of East Stone for cash and will no longer own the shares. See the section of this proxy statement/prospectus entitled “Special Meeting in Lieu of an Annual Meeting of Shareholders of East Stone — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your shares for cash.

The Business Combination will not be consummated if East Stone has net tangible assets of less than $5,000,001 after taking into account holders that have properly demanded Redemption of their Public Shares, upon the consummation of the Business Combination, into cash and the proceeds of any private placement.

Holders of East Stone Warrants and Rights do not have Redemption rights with respect to such securities.

Appraisal Rights

The East Stone board of directors considers that the East Stone ordinary shares (including those held by the Initial Shareholders) and other East Stone securities do not entitle the holders thereof to appraisal rights under the Companies Act in connection with the Business Combination. For additional information, see the question “Do I have appraisal rights if I object to the proposed Business Combination?” under the section of this proxy statement/prospectus entitled “Questions and Answers About the Proposals.”

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. East Stone has engaged Morrow Sodali LLC (the “Proxy Solicitor”) as proxy solicitor to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares itself if it revokes its proxy before the Meeting. A shareholder may also change its vote by entering a new vote by Internet or telephone, submitting a later-dated proxy, or attending and voting, virtually via the live webcast, during the Meeting as described in the section of this proxy statement/prospectus entitled “Special Meeting in Lieu of an Annual Meeting of Shareholders of East Stone — Revoking Your Proxy.”

Interests of East Stone’s Directors and Officers in the Business Combination

When you consider the recommendation of East Stone’s board of directors in favor of approval of the Business Combination Proposal and the Charter Proposal, you should keep in mind that East Stone’s Initial Shareholders, including its directors and executive officers, have interests in such proposals that are different from, or in addition to, your interests as an East Stone shareholder, Warrant holder or Rights holder. These interests include, among other things:

•        If the Business Combination with JHD or another business combination is not consummated by February 24, 2022, East Stone will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, the 3,315,000 Founder Shares and 167,000 shares underlying the Private Placement Units held by East Stone’s Initial Shareholders, including its directors and officers, would be worthless because East Stone’s Initial Shareholders are not entitled to participate in any Redemption or distribution with respect to such shares. Such shares, including the shares underlying the units, had an aggregate market value of approximately $34.87 million based upon the closing price of East Stone’s ordinary shares of $10.82 per share on Nasdaq on December 2, 2021.

•        An aggregate of 350,000 Private Placement Units were issued to the IPO PIPE Shareholders simultaneously with the consummation of the Initial Public Offering and over-allotment option. Such units had an aggregate market value of $4,025,000 based upon the closing price of East Stone’s units of $11.50 per unit on Nasdaq on December 2, 2021.

•        If East Stone is unable to complete a business combination within the time period required under its organizational documents, the Sponsor will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by East Stone for services rendered or contracted for or products sold to East Stone, but only if such a vendor or target business has not executed a waiver.

•        East Stone’s Initial Shareholders, including its officers and directors and their affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on East Stone’s behalf, such as identifying and investigating possible business targets and business combinations. However, if East Stone fails to consummate a business combination within the required time period under its organizational documents, these persons will not have any claim against the Trust Account for reimbursement. Accordingly, East Stone may not be able to reimburse these expenses if the Business Combination with JHD or another business combination is not completed by February 24, 2022.

•        In order to finance transaction costs in connection with a Business Combination, the Sponsor, its officers and directors or their respective affiliates may, but are not obligated to, loan to East Stone funds as may be required by East Stone (the “Working Capital Loans”). If East Stone completes a business combination, East

Stone will repay any Working Capital Loans. In the event that a business combination is not completed, East Stone may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Any Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid, without interest, upon consummation of a business combination by East Stone, or, at the lender’s discretion, converted upon consummation of a business combination into additional Private Placement Units at a price of $10.00 per Unit (the “Working Capital Units”). On February 23, 2021, East Stone issued an unsecured promissory note (the “East Stone Note”) in respect of a Working Capital Loan in the amount of up to $500,000 to Chunyi (Charlie) Hao, its Chairman of the Board of Directors and Chief Financial Officer. The East Stone Note bears no interest and is repayable in full upon the earlier of consummation of East Stone’s initial business combination and its winding up.  The East Stone Note may also be converted into Working Capital Units at a price of $10.00 per Unit at the option of the holder of the East Stone Note upon the consummation of East Stone’s initial business combination. Such Working Capital Units would be identical to the Private Placement Units issued to Double Ventures Holdings Limited, I-Bankers Securities, Inc., Hua Mao and Cheng Zhao in connection with East Stone’s initial public offering. As of December 2, 2021, East Stone borrowed an aggregate of $350,000 under the East Stone Promissory Note.

•        Xiaoma (Sherman) Lu, East Stone’s Chief Executive Officer and a member of its board of directors, will serve as President and Vice Chairman of the board of Pubco and a member of its board of directors. JHD management has discussed with Chunyi (Charlie) Hao the possibility of being employed by JHD following the closing of the Business Combination. The terms of such position have not been negotiated or approved and will not be considered by Pubco until after the Business Combination.

•        Mr. Lu and Michael Cashel, two of East Stone’s directors, are expected to be appointed as directors of Pubco after the consummation of the Business Combination, Messrs. Lu and Cashel may in the future receive cash fees, stock options or stock awards that Pubco determines to pay to its directors. Certain of East Stone’s other officers and directors, including Chunyi (Charlie) Hao, may also receive offers of post-closing employment with Pubco. Such employment may provide Mr. Lu and such other individuals with compensation, including equity incentives.

Recommendation to Shareholders

East Stone’s board of directors has determined that the Business Combination Proposal and the other proposals to be presented at the Meeting are fair to and in the best interest of East Stone’s shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the each of the Organizational Documents Advisory Proposals, “FOR” the Share Issuance Proposal, “FOR” the Director Election Proposal, and, if presented, “FOR” the Adjournment Proposal.

Conditions to the Consummation of the Business Combination

The obligations of the parties to consummate the Transactions are subject to various conditions, including the following mutual conditions of the parties unless waived: (i) the approval of the Business Combination Agreement and the Transactions and related matters by the requisite vote of East Stone’s shareholders; (ii) expiration of any waiting period under applicable antitrust laws; (iii) no law or order preventing or prohibiting the Transactions; (iv) East Stone having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of any Redemptions and any private placement financing; (v) the effectiveness of the Registration Statement; (vi) amendment by the shareholders of Pubco of Pubco’s memorandum and articles of association; (vii) receipt by JHD and East Stone of evidence reasonably satisfactory to each such party that Pubco qualifies as a foreign private issuer; and (viii) the election or appointment of members to Pubco’s post-closing board of directors designated by JHD and East Stone in accordance with the Business Combination Agreement.

In addition, unless waived by JHD and Pubco, the obligations of JHD, Pubco, Merger Sub and the Sellers to consummate the Transactions are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of East Stone being true and correct on and as of the Closing (unless such failure has not had and would not reasonably be expected to have a Material Adverse Effect); (ii) East Stone having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to East Stone since the

date of the Original Business Combination Agreement which is continuing and uncured; (iv) receipt by JHD and Pubco of a Registration Rights Agreement, providing customary registration rights to the Seller with respect to the portion of the Exchange Shares delivered to the Seller at the Closing and any Escrow Shares that are released from escrow to the Sellers (the “Seller Registration Rights Agreement”); (v) after giving effect to the completion of the Redemption and any private placement financing, East Stone must have no less than $110,000,000 of cash (the principal amount of the Convertible Notes and the amount of any cash proceeds received by JHD or its subsidiaries from any Equity Investment to be deemed under the Business Combination Agreement to be held by East Stone for purposes of this calculation); (vi) East Stone, Pubco and the other parties thereto will have amended East Stone’s Registration Rights Agreement (such amendment, the “Founder Registration Rights Agreement Amendment”) that was entered into by East Stone at the time of its initial public offering, to among other matters, have such agreement apply to Pubco and the Pubco securities to be received in connection with the Merger by East Stone’s shareholders that are parties to such agreement; and (vii) East Stone having delivered to the Sellers and JHD evidence that is reasonably satisfactory to the Seller Representative of the amount of cash and cash equivalents, including funds remaining in the trust account (after giving effect to the completion and payment of the Redemption) and the proceeds of any PIPE investment (which includes the principal amount of the Convertible Notes and the cash proceeds of any future Equity Investment).

Unless waived by East Stone, the obligations of East Stone to consummate the Transactions are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of JHD, Pubco and the Sellers being true and correct on and as of the Closing (unless such failure has not had and would not reasonably be expected to have a Material Adverse Effect); (ii) JHD, Pubco, Merger Sub and Seller having performed in all material respects the respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to JHD or Pubco since the date of the Original Business Combination Agreement which is continuing and uncured; (iv) receipt by East Stone of the Founder Registration Rights Agreement Amendment, executed by Pubco; (v) receipt by East Stone of share certificates and other documents evidencing the transfer of the Exchange Shares to Pubco; and (vi) receipt by East Stone of the evidence of the termination of any outstanding options, warrants or other convertible securities of JHD, without any consideration or liability therefor or in the case of (i) the Convertible Notes, their conversion into Pubco Ordinary Shares and (ii) any future Equity Investment, receipt of cash therefor by JHD or one of its subsidiaries (including, for this purpose JHD Tech).

Currency Translation

This proxy statement/prospectus contains translations between Renminbi and U.S. dollars for the convenience of the reader. The translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this prospectus were made at a rate of RMB 6.4660 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on September 30, 2021. Pubco makes no representation that the Renminbi or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all. On December 3, 2021, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board was RMB 6.3758 to US$1.00.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse merger in accordance with U.S. GAAP. Under this method of accounting, East Stone will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the following factors: (i) JHD’s existing operations will comprise the ongoing operations of the combined company, (ii) JHD’s senior management will comprise the senior management of the combined company, and (iii) the former owners and management of JHD will have control of the board of directors after the Business Combination by virtue of being able to appoint a majority of the directors of the combined company.

In accordance with guidance applicable to these circumstances, the Business Combination will be treated as the equivalent of JHD issuing shares for the net assets of East Stone, accompanied by a recapitalization. The net assets of East Stone will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of JHD.

Risk Factors

In evaluating the proposals to be presented at the Meeting, a shareholder should carefully read this proxy
statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.” beginning on page 60. These risks are summarized below.

Summary of Risk Factors

Risks relating to the Business Combination, Redemptions, Pubco’s Operations and Pubco Ordinary Shares

•        No third-party valuation was obtained by East Stone before determining to pursue the Business Combination with JHD Group.

•        East Stone has limited ability to assess JHD Group, including its operations and management and JHD Group operates in an industry sector that is outside of East Stone’s management’s expertise.

•        Redemptions by East Stone shareholders may make it difficult for East Stone to complete the Business Combination.

•        Pubco may fail to implement an effective system of internal control over financial reporting, which could affect its ability to accurately report financial results or prevent fraud.

•        As a foreign private issuer Pubco and its management may rely on exemptions from certain US. federal securities law disclosure requirements and from certain corporate governance requirements under the Listing Rules of Nasdaq that provide protection to public shareholders.

•        Pubco’s only asset will be its ownership interests in JHD. Its ability to pay any dividends in the future will depend entirely on distributions from its subsidiaries. (See “Risk Factors — Risks Relating to Pubco’s Business and Operations Following the Business Combination with JHD — Following the consummation of the Business Combination, Pubco’s only significant asset will be its ownership of JHD, and such ownership may not be sufficient to pay dividends or make distributions or obtain loans to enable Pubco to pay any dividends on its Ordinary Shares, pay its expenses or satisfy other financial obligations”).

•        Pubco is a Cayman company with all of its subsidiaries’ business operations and assets in China; consequently, taking action against or enforcing judgments against Pubco and/or certain of its officers and directors who reside outside of the United States may be difficult for Pubco shareholders. (See “Risk Factors — Risks Related to Doing Business in China — Difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against JHD or JHD’s management named in the prospectus based on foreign laws” and “— It may be difficult for overseas regulators to conduct investigation or collect evidence within China”).

•        If analysts do not publish research about Pubco’s business or if they publish inaccurate or unfavorable research, Pubco’s stock price and trading volume could decline.

•        Certain officers and directors of East Stone will be serving as executives and/or directors of Pubco after the Closing resulting in potential conflicts with East Stone’s public shareholders.

•        East Stone shareholders will experience material dilution of their interests if the Business Combination closes.

•        There will be a significant number of Pubco ordinary shares available for sale in public markets after the Business Combination Transaction closes which could adversely affect the price of Pubco shares.

•        Pubco does not expect to pay dividends in the foreseeable future.

•        An active trading market for Pubco ordinary shares may not develop.

Risks Related to the Business and Industry of JHD Group

•        JHD Group’s recent growth rates may not be indicative of its future growth.

•        JHD Group has incurred net losses in the past, and it may continue to experience in the future.

•        JHD Group may be unable to maintain relationships with distributors in it fast moving consumer goods business JHD.

•        JHD Group’s fast moving consumer goods business returns low profits margins.

•        JHD Group’s fast moving consumer goods business has a concentration of suppliers and customers.

•        The higher margin Value Added Services of the VIE and VIE Subsidiaries requires them to develop and maintain business relationships with banks and other licensed financial services providers which the VIE and VIE Subsidiaries may not be able to do successfully.

•        The financial stations through which the Value Added Services are provided are subject to extensive regulatory requirements. (See “Risk Factors, Risks Related to the Business and Industry of JHD Group — The financial stations that operate within the network of JHD Group, including the VIE and VIE Subsidiaries, are subject to extensive regulatory requirements, and noncompliance with or changes to these regulatory requirements may affect the business operations and financial results of JHD Group”).

•        If JHD Group is not able to keep up with rapid changes in technology it future success may be compromised.

•        Actual or alleged failure to comply with data privacy laws and regulations could damage JHD Group’s reputation, result in government action and have an adverse impact on its results and financial condition.

•        JHD Group, the VIE and VIE Subsidiaries may not be able to prevent unauthorized use of their intellectual property and may face claims of intellectual property infringement claims and be subject to such litigation. (See “Risk Factors, Risks Relating to the Business and Industry of JHD Group — JHD Group, the VIE and VIE Subsidiaries may not be able to prevent unauthorized use of their intellectual property, which could harm the business and competitive position of JHD Group” and “— JHD Group, the VIE and VIE Subsidiaries may be subject to intellectual property infringement claims or other allegations, which could result in their payment of substantial damages, penalties and fines, or the removal of data or technology from its system”).

•        JHD Group, the VIE and VIE Subsidiaries are subject to certain technology risks, including design or manufacture defects, cybersecurity threats, among others.

•        JHD Group, the VIE and VIE Subsidiaries may not be able to obtain full insurance coverage, including but not limited to directors’ and officers’ liability insurance.

•        JHD Group faces competition from other business enterprises with significantly greater financial resources.

•        JHD Group, the VIE and VIE Subsidiaries are required to apply for and maintain numerous licenses and approvals from Chinese governmental authorities in order to operates their businesses; JHD Group, the VIE and VIE Subsidiaries may not secure or maintain the necessary licenses or approvals, and changes in such regulation may adversely affect their business. (See “Risk Factors — Risks Related to the Business and Industry of JHD Group — If JHD Group, the VIE and VIE Subsidiaries fail to obtain and maintain the requisite licenses and approvals required under the complex regulatory environment applicable to their business in China, or if JHD Group, the VIE and VIE Subsidiaries are required to take actions that are time-consuming or costly, their business, financial condition and results of operations may be materially and adversely affected”, “— The financial stations that operate within the network of JHD Group, including the VIE and VIE Subsidiaries, are subject to extensive regulatory requirements, and noncompliance with or changes to these regulatory requirements may affect business operations and financial results of JHD Group” and “— JHD Group, the VIE and VIE Subsidiaries may be adversely affected by the complexity,

uncertainties and changes in PRC regulation of Internet-related businesses and companies, and any lack of requisite approvals, licenses or permits applicable to their business may have a material adverse effect on their business and results of operations”).

•        JHD Group, the VIE and VIE Subsidiaries may be subject to litigation, including product liability, intellectual property, consumer claims, securities law, among others, which is expensive, harmful to its reputation and could divert management attention.

•        If JHD Group, the VIE and VIE Subsidiaries were to lose key personnel and were to be unable to replace such personnel, their ability to maintain and expand their business may be impeded.

•        JHD Group, the VIE and VIE Subsidiaries rely on banks or payment processors to fund transactions in their business and changes in processing rules and/or increases in fees may materially impact their business and results of operations.

•        JHD Group may fail to maintain or expands its logistics operations which are important to its success.

•        JHD Group faces risks associated to its acceptance of cash on delivery as a payment method, which may have a material adverse impact on its business or prospects.

•        Because of Chinese government rules limiting foreign ownership in certain sectors including some that JHD Group, the VIE and VIE Subsidiaries participate in, JHD Group does not own an equity interest in the VIE and the VIE Subsidiaries, which directly own assets and licenses that are important to JHD Group’s business operations, but instead relies upon contractual arrangements with the VIE and its shareholders which may not be effective in providing JHD Group with the power to direct the activities of, and to receive the economic benefits of the business operations of, the VIE and VIE Subsidiaries. (See “Risk Factors — Risks Related to the Business and Industry of JHD Group — JHD and Pure Value rely on contractual arrangements between Pure Value and the VIE and its shareholders for a large portion of their business operations, which may not be as effective as direct ownership in providing JHD with the power to direct the activities of the VIE”, “— Any failure by the VIE or its shareholders to perform their obligations under Pure Value’s contractual arrangements with them would have a material and adverse effect on JHD Group’s business”, “— All of the agreements under Pure Value’s contractual arrangements with the VIE and its equity owners are governed by PRC law and provide for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC law, and any disputes would be resolved in accordance with PRC legal procedures” and “— JHD Group may lose the ability to use and enjoy assets held by the VIE and VIE Subsidiaries, including assets which are important to JHD Group’s business, in the event that the VIE and VIE Subsidiaries declare bankruptcy or become subject to a dissolution or liquidation proceeding”).

•        Future Chinese government rule-making or legal action in relation to VIE structures could negatively impact the business, operations and financial results of companies such as JHD Group that operate, at least in part, through VIE structures. (See “Risk Factors — Risks Related to the Business and Industry of JHD Group — If the PRC government finds that the agreements that establish the VIE structure for operating some of JHD Group’s business operations in China do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, JHD Group, the VIE and VIE Subsidiaries could be subject to severe penalties or be forced to relinquish its interest in those operations”).

•        JHD Group faces certain risks relating to the proposed investment by Qingdao Hainuo (See “Risk Factors — Risks Related to the Business and Industry of JHD Group — If it completes its investment into Pure Value and then Elects to Convert into Pubco Ordinary Shares, Qingdao Hainuo, a government-owned investment fund of the Shinan District government in Shandong Province will have a minority shareholding position in Pubco” and “— If it completes its investment into Pure Value, in the event that Qingdao Hainuo does not exercise its conversion rights under its convertible note, but instead seeks repayment of the principal and interest owed by Pure Value under the note, then there is a risk that Pure Value (and the guarantors under the note, JHD HK and Ling Feng) may not have sufficient assets available in the future to satisfy the entire amount of the principal and interest owed to Qingdao Hainuo, leading to a default on the note”).

Risks Related to Doing Business in China

•        JHD Group, the VIE and VIE Subsidiaries are subject to the risk of changing legal standards and enforcements priorities in China that may occur with little advance warning and could have a material adverse impact on the business and results of operations of JHD Group, the VIE and VIE Subsidiaries and, consequentially on Pubco’s share price. (See “Risk Factors — Risks Related to the Business and Industry of JHD Group — Actual or alleged failure to comply with data privacy and protection laws and regulations could damage the reputation of JHD Group, the VIE and VIE Subsidiaries and discourage current and potential customers from doing business with JHD Group, the VIE and VIE Subsidiaries”, “— JHD Group, the VIE and VIE Subsidiaries are subject to the latest promulgated version of the PRC Personal Information Protection Law and are subject to various personal information protection obligations”, “— If JHD Group, the VIE and VIE Subsidiaries fail to obtain and maintain the requisite licenses and approvals required under the complex regulatory environment applicable to their business in China, or if JHD Group, the VIE and VIE Subsidiaries are required to take actions that are time-consuming or costly, their business, financial condition and results of operations may be materially and adversely affected ”, “— Changes in PRC laws, regulations or government policies related to financial services could have a material adverse effect on the Value-Added Services business of JHD Group, the VIE and VIE Subsidiaries to financial institutions”, “— The financial stations that operate within the network of JHD Group, including the VIE and VIE Subsidiaries, are subject to extensive regulatory requirements, and noncompliance with or changes to these regulatory requirements may affect the business operations or financial results of JHD Group”, “— PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject JHD Group’s PRC resident beneficial owners or its PRC subsidiaries to liability or penalties, limit its ability to inject capital into its PRC subsidiaries, limit its PRC subsidiaries’ ability to increase their registered capital or distribute profits to JHD Group, or may otherwise adversely affect JHD Group”, “— All of the agreements under Pure Value’s contractual arrangements with the VIE and its equity owners are governed by PRC law and provide for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC law, and any disputes would be resolved in accordance with PRC legal procedures”, “— The PRC government may exert more control over offerings conducted overseas (i.e., outside of China) and/or foreign investment in China-based issuers, which could adversely limit or completely hinder JHD Group’s, or Pubco’s, ability to offer or continue to offer securities to investor”, “— If the PRC government finds that the agreements that establish the VIE structure for operating some of JHD Group’s business operations in China do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, JHD Group, the VIE and VIE Subsidiaries could be subject to severe penalties or be forced to relinquish its interest in those operations”, “Risks Related to Doing Business in China — Uncertainties with respect to the PRC legal system and changes in laws and regulations in China could adversely affect JHD Group, the VIE and VIE Subsidiaries”, “— JHD Group, the VIE and VIE Subsidiaries face uncertainties with respect to the implementation of the Foreign Investment Law and how it may impact the viability of its current corporate structure, corporate governance and business operations”, “— Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on the business and operations of JHD Group, the VIE and VIE Subsidiaries”, “— JHD Group, the VIE and VIE Subsidiaries may be adversely affected by the complexity, uncertainties and changes in PRC regulation of Internet-related businesses and companies, and any lack of requisite approvals, licenses or permits applicable to their business may have a material adverse effect on their business and results of operations”, “— PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject JHD Group’s PRC resident beneficial owners or its PRC subsidiaries to liability or penalties, limit its ability to inject capital into its PRC subsidiaries, limit its PRC subsidiaries’ ability to increase their registered capital or distribute profits to JHD Group, or may otherwise adversely affect JHD Group”, “— PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent JHD Group from using the assets of East Stone to make loans or additional capital contributions to its PRC subsidiaries, which could materially and adversely affect its liquidity and its ability to fund and expand its business”, “— JHD faces uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies, including with respect to the indirect transfers that will result from the Business Combination” and “— Governmental control of currency conversion may limit JHD’s ability to utilize its cash balance effectively and affect the value of its investment”).

•        The PRC government may intervene or influence the operations of JHD Group, the VIE and VIE Subsidiaries at any time, which could result in a material adverse change in their operations, significantly limit or completely hinder their ability to offer or continue to offer securities to investors and cause the value of Pubco’s ordinary shares to significantly decline or be worthless. (See “Risk Factors — Risks Related to the Business and Industry of JHD Group — The Chinese government may intervene or influence the operations of JHD Group, the VIE and VIE Subsidiaries at any time, which could result in a material adverse change in its operations, significantly limit or completely hinder Pubco’s ability to offer or continue to offer securities to investors, and cause the value of Pubco’s ordinary shares to significantly decline or be worthless”).

•        The PRC government may exert more control over offerings conducted outside of China and/or over foreign investment in China-based businesses such as JHD Group, the VIE and VIE Subsidiaries, which could significantly limit or completely hinder the ability of JHD Group and Pubco to offer or continue to offer securities to investors and/or materially and adversely impact the business and results of operations of JHD Group and cause the value of Pubco’s Ordinary Shares to significantly decline or be worthless. (See “Risk Factors — Risks Related to the Business and Industry of JHD Group — The PRC government may exert more control over offerings conducted overseas (i.e., outside of China) and/or foreign investment in China-based issuers, which could adversely limit or completely hinder JHD Group’s, or Pubco’s, ability to offer or continue to offer securities to investors”).

•        JHD Group, the VIE and VIE Subsidiaries are subject to the risk associated with changes in the Chinese economy and steps taken by the government to address the changes, adverse weather conditions, fluctuations in the currency ratio between the U.S. dollar and the RMB, the interpretation of tax laws, tariffs and importation regulations, pandemics such as COVID-19 and its variants and steps taken by the government to limit the spread of disease, earthquakes and other natural disasters. (See “Risk Factors — Risks Related to the Business and Industry of JHD Group — JHD Group’s business faces risks related to health epidemics, severe weather conditions and other outbreaks” and “Risk Factors — Risks Related to Doing Business in China, “— Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on the business and operations of JHD Group, the VIE and VIE Subsidiaries”, and “— Governmental control of currency conversion may limit JHD’s ability to utilize its cash balance effectively and affect the value of its investment”).

•        Under Chinese law, JHD Group’s Chinese subsidiaries are limited in their ability to pay dividends to JHD Group, which may impair Pubco’s ability to pay dividends to its shareholders. (See “Risk Factors — Risks Related to Doing Business in China — JHD Group may rely on dividends and other distributions on equity paid by its PRC subsidiaries to fund any cash and financing requirements JHD Group may have, and any limitation on the ability of its PRC subsidiaries to make payments to JHD Group could have a material and adverse effect on its ability to conduct its business”).

•        If JHD Group were to be classified as a PRC resident enterprise for PRC income tax purposes, such classification could have unfavorable tax consequences for JHD and its non-PRC shareholders. (See “Risk Factors — Risk Related to Doing Business in China — If JHD is classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to JHD and its non-PRC shareholder”).

•        Chinese government control of currency conversion may limit JHD Group’s ability to utilize its cash balances effectively. (See “Risk Factors — Risks Related to Doing Business in China — Governmental control of currency conversion may limit JHD’s ability to utilize its cash balance effectively and affect the value of its investment”).

•        It may be difficult for foreign regulators to conduct investigations or to collect evidence involving claims against JHD Group, the VIE and VIE Subsidiaries or their management within China. (See “Risk Factors — Risks Related to Doing Business in China — Difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against JHD or JHD’s management named in the prospectus based on foreign laws” and “— It may be difficult for overseas regulators to conduct investigation or collect evidence within China”).

•        Because JHD Group must comply with the Foreign Corrupt Practices Act, it may face a competitive disadvantage in competing with Chinese companies that are not bound by those prohibitions. (See “Risk Factors — Risks Related to the Business and Industry of JHD Group — JHD Group will be subject to the Foreign Corrupt Practices Act, consequently, it may face a competitive disadvantage in competing with Chinese companies that are not bound by those prohibitions”).

•        JHD Group, the VIE and VIE Subsidiaries are subject to risks resulting from failing to comply with various PRC related labor laws, including failing to make adequate social and labor, and employer contributions. (See “Risk Factors — Risks Related to Doing Business in China — Failure to make adequate social insurance and housing fund contributions in a manner required under PRC labor-related laws and regulations may subject JHD Group, the VIE and VIE Subsidiaries to penalties and other risks”).

•        Chinese rules relating to mergers and acquisitions involving foreign enterprise make acquisitions of Chinese companies by Pubco more difficult to pursue than if Pubco was a Chinese domestic enterprise. (See “Risk Factors — Risks Related to the Business and Industry of JHD Group — The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for Pubco or JHD Group to pursue growth through acquisitions in China”).

•        JHD Group’s independent registered public accounting firm’s audit documentation related to their audit reports included in this joint prospectus/proxy include audit documentation located in China and as a result JHD Group is subject to the risk that the PCAOB may not be able to adequately inspect JHD’s auditors, which could result in the future delisting of Pubco’s shares from U.S. stock exchanges, deregistration of Pubco shares by the SEC and a prohibition on trading in Pubco’s shares in the US. (See “Risk Factors — Risks Related to Doing Business in of Doing Business in China — JHD Group’s independent registered public accounting firm’s audit documentation related to their audit reports included in this joint prospectus/proxy include audit documentation located in China. PCAOB may not be able to inspect audit documentation located in China and, as such, you may be deprived of the benefits of such inspection, which could result in limitations or restrictions to JHD Group’s access to the U.S. capital markets. Furthermore, trading in Pubco’s securities may be prohibited under the Holding Foreign Companies Accountable Act or the AHFCAA if the SEC subsequently determines JHD Group’s audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq, may determine to delist Pubco’s securities. Furthermore, on June 22, 2021, the U.S. Senate passed the AHFCAA, which, if enacted, would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three”).

•        Because the contractual arrangements between JHD and the VIE and related parties are governed by PRC law, legal claims otherwise available to JHD or its shareholders in other jurisdictions may be unavailable to JHD or its shareholders in China (including legal claims under the United States federal securities laws). Additionally, because any disputes under contractual arrangements will be resolved via arbitration in China in accordance with the contractual arrangements, there could be considerable costs, delays, or enforcement defects that restrict or prevent JHD’s ability to prevail and/or fully resolve such disputes, which could impair JHD’s operations or its ability to consolidate the assets of the VIE. (See “Risk Factors — Risks Related to Doing Business in of Doing Business in China — All of the agreements under Pure Value’s contractual arrangements with the VIE and its equity owners are governed by PRC law and provide for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC law, and any disputes would be resolved in accordance with PRC legal procedures”).

•        The legal system in China is not as developed as in other jurisdictions, such as the United States. From time to time, JHD Group, the VIE and VIE Subsidiaries may be required to resort to administrative and court proceedings to enforce its legal rights, however, because PRC judicial and administrative authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be difficult to predict the outcome of judicial or administrative proceedings. (See “Risk Factors — Risks Related to Doing Business in of Doing Business in China — Uncertainties with respect to the PRC legal system and changes in laws and regulations in China could adversely affect JHD Group, the VIE and VIE Subsidiaries”).

•        The legal system in China is based, in part, on government policies and internal rules, some of which are not published in timely manner, or which may not be published at all, but which may have retroactive legal effect. As a result, JHD Group, the VIE and VIE Subsidiaries may not always be aware of their potential violation of these policies and rules, which may give rise to uncertainties regarding their contractual rights, property rights (including intellectual property rights), and procedural rights, which could adversely affect their business and impede their ability to continue operations. (See “Risk Factors — Risks Related to Doing Business in of Doing Business in China — Uncertainties with respect to the PRC legal system and changes in laws and regulations in China could adversely affect JHD Group, the VIE and VIE Subsidiaries”).

Regulatory Matters

The Business Combination and the transactions contemplated by the Business Combination Agreement are not subject to any additional federal or state regulatory requirement or approval, except for filings with the Registrar of Corporate Affairs of the British Virgin Islands necessary to effectuate the Merger, which will be filed by the registered agent of JHD on behalf of JHD and East Stone with the with the Registrar of Corporate Affairs of the British Virgin Islands upon the approval of the Business Combination Proposal and satisfaction of all other conditions not waived by the applicable parties under the Business Combination Agreement.

Material U.S. Federal Income Tax Considerations

For a discussion summarizing the material U.S. federal income tax considerations of the Business Combination Agreement and the Transactions contemplated by the Business Combination Agreement, please see the section entitled “Material U.S. Federal Income Tax Considerations.”

Cayman Islands Taxation

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by Pubco. There are no exchange control regulations or currency restrictions in the Cayman Islands.

Payments of dividends and capital in respect of Pubco’s Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of Pubco’s Ordinary Shares, nor will gains derived from the disposal of Pubco’s Ordinary Shares be subject to Cayman Islands income, withholding or corporation tax.

No Cayman Islands’ stamp duty is payable in respect of the issue of the shares or on an instrument of transfer in respect of a share.

VIE Structure

JHD does not have an equity ownership interest in the VIE. Instead, JHD and its subsidiaries use arrangements that involve contracts with the VIE entity and its nominee shareholders that provide JHD Group with the power to direct the activities of, and to receive the economic benefits of the business operations of, the VIE entity, see “Cash Flows-Holding Company Structure” for details.

JHD and its subsidiaries utilize the following contracts and arrangements that provide JHD Group the power to direct the activities of, and to receive the economic benefits of the business operations of, the VIE and that consequently allows JHD to consolidate the VIE’s operations and financial results into JHD’s financial statements:

•        A Loan Agreement executed by Pure Value, Xiaoli Lou, Shufen Xiao and JHD Tech, agreeing that Pure Value has extended RMB 500,000 to each of Xiaoli Lou and Shufen Xiao (“Loan”), and that these individuals will use the Loan solely to contribute to JHD Tech’s registered capital.

•        A Call Option Agreement executed by Pure Value, Xiaoli Lou, Shufen Xiao and JHD Tech, agreeing that each of Xiaoli Lou and Shufen Xiao, as shareholders, that each hold 50% of the equity interests of JHD Tech, grant Pure Value the option to acquire all equity interests in JHD Tech that they hold.

•        Powers of Attorney signed by Xiaoli Lou and Shufen Xiao, authorizing Pure Value to vote, make decisions and sign any documents on their behalf in connection with their rights as shareholders of JHD Tech.

•        A Letter of Indemnification and Release issued by Pure Value to each of Xiaoli Lou and Shufen Xiao, holding them harmless from any relevant personal liability as the shareholders of JHD Tech.

•        Spousal Consents issued by the spouses of Xiaoli Lou and Shufen Xiao, expressly carving out each shareholder’s equity interests in JHD Tech from such shareholder’s marital property.

•        Equity Pledge Agreements between Pure Value and each of Xiaoli Lou and Shufen Xiao, pledging the equity interests in JHD Tech held by Xiaoli Lou and Shufen Xiao to Pure Value, in order to guarantee their performance of their rights and duties under various other agreements described herein.

•        An Exclusive Services Agreement executed by JHD Tech and Pure Value, pursuant to which JHD Tech engages Pure Value to provide certain technical services, marketing and management consulting services, financial support, and human resources support on an exclusive basis in exchange for service fees equivalent to Pure Value’s costs in providing the services, plus 5% of such costs.

•        An Intellectual Property License Agreement executed by Pure Value and JHD Tech, agreeing that Pure Value has granted JHD Tech a license to use the intellectual property of Pure Value.

The above documents have been attached to this registration statement/prospectus as Exhibits 10.33 to 10.44.

Under the above contractual arrangements, Pure Value has been provided the power to direct the activities of, and to receive the economic benefits of the business operations of, JHD Tech, the VIE company. JHD Tech in turn holds 67% of the equity interests of Guinong, and 100% of the equity interests of Taoyoupin. JHD Tech and its subsidiaries meet the conditions for financial statement consolidation with JHD Group under U.S. GAAP. JHD itself is a holding company with no material operations of its own, incorporated in the Cayman Islands, while JHD Group’s primary operations are carried out in the PRC through its reliance on the PRC subsidiaries (JHD HK, Pure Value and Ling Feng) as well as the VIE and VIE Subsidiaries. Due to PRC legal restrictions on the foreign ownership of certain finance and internet-related businesses, JHD Group does not have any actual equity ownership of these VIE operating companies, but instead JHD Group has the power to direct the activities of, and to receive the economic benefits of the business operations of, the VIE through the contractual arrangements set out above (the legality or enforceability of which have not been tested in a PRC court). If there are flaws in such contracts, or if any relevant contractual provisions were to ultimately be held unenforceable by PRC courts or other governmental authorities, such developments could result in JHD Group facing a reduced ability (or complete inability) to direct the activities of, and to receive the economic benefits of the business operations of, the VIE. Accordingly, JHD Group’s reliance on VIE operating companies poses additional risks that would not be present if such operating companies were held by means of traditional equity ownership. For additional information, see section entitled “JHD Group’s Management’s Discussion and Analysis of Financial Condition and Results of Operation — Holding Company Structure”.

JHD Group’s ability to pay dividends depends upon the dividends paid by Pure Value and Ling Feng. Pure Value receives certain service fees and license fees for intellectual property from JHD Tech. Therefore, the value of your investment in Pubco is subject to status of the operations of JHD Tech, as well as its subsidiaries.

JHD Group operates its business in China through JHD Tech and relies on the contractual agreements listed above to direct the activities of, and, to receive the economic benefits of the business operations of, JHD Tech. These contractual arrangements are not equivalent to (and may be less effective than) direct equity ownership in providing JHD Group with the ability to direct the activities of, and to receive the economic benefits of the business operations of, JHD Tech as the variable interest entity, as the contractually controlled nominee shareholders of JHD Tech could potentially breach their contractual agreements with JHD Group by failing to conduct their contractual obligations, or by otherwise failing to act in the interest of JHD Group or by taking actions that are detrimental to JHD Group’s interests. Moreover, as these nominee shareholders (and not JHD Group) are the actual shareholders in JHD Tech, JHD Group is unable to independently exercise any rights as a shareholder of JHD Tech. For example, JHD cannot independently effect changes to the board of directors of JHD Tech, thus potentially making it difficult for JHD Group to implement changes at the management and operational level.

The uncertainties regarding JHD Group’s status of rights under its contractual arrangements with JHD Tech arise from the possibility of the nominee shareholders of JHD Tech potentially failing to perform their respective obligations under such contracts, and from the evolving nature of PRC laws and regulations.

If JHD Tech or its nominee shareholders were to breach their contractual obligations to JHD Group, then JHD Group could be forced to incur substantial costs and expend additional resources to enforce such contractual arrangements. For example, if such nominee shareholders refuse to transfer their equity interests in JHD Tech to a designee of JHD Group upon JHD Group’s exercising of its option to purchase such equity interests under the Call Option Agreement, then JHD Group would need to resort to arbitration proceedings in order to resolve JHD Group’s dispute with such nominee shareholders. However, as such contractual agreements have not been tested in a court of law in the PRC, taking such actions could result in substantial delays and incur substantial costs to resolve such a dispute, and there is ultimately no guarantee that such arbitration proceedings would be resolved in JHD Group’s favor.

Furthermore, any disputes arising between parties to the contractual arrangements described above could be subject to potential jurisdictional defects. Each of the above contracts contractually specifies that it shall be governed by and interpreted in accordance with PRC law, and any such disputes should be resolved by means of arbitration in China. Such contractual arrangements could make it difficult or even impossible for JHD Group (or any other party) to successfully pursue legal claims against its counterparties that are otherwise available in other jurisdictions, including claims that could potentially be brought under the United States federal securities laws. Additionally, the legal system in China, particularly as it relates to arbitration proceedings, is not as developed as in other jurisdictions such as the United States. There are very few precedents in China and very little official guidance as to how contractual arrangements in the context of variable interest entities should be interpreted or enforced under PRC law. Accordingly, there remain significant uncertainties regarding the ultimate outcome of arbitration, should any legal action become necessary among the counterparties to the above contractual arrangements. Even in cases where JHD were to prevail in arbitration proceedings, final arbitral awards may only be enforced in China by PRC courts via arbitration award recognition proceedings, which could cause additional expenses or delays. Such enforcement proceedings could also independently fail to result in the recognition of an otherwise valid arbitral award, especially considering that PRC judicial and administrative authorities have significant discretion in interpreting and implementing their decisions. In the event that Pure Value or any other JHD Group subsidiary is ultimately unable to enforce its rights under the contractual arrangements described above, then JHD Group may not be able to direct the activities of, and to receive the economic benefits of the business operations of, JHD Tech, which could negatively impact JHD Group’s ability to conduct its business and severely disrupt JHD Group’s business operations. Likewise, because JHD Tech is a consolidated affiliate of JHD Group under JHD Group’s consolidated financial statements, any loss of JHD Group’s ability to consolidate the assets of JHD Tech could materially and adversely affect JHD Group’s results of operations and financial condition. For example, in the year ended December 31, 2020, approximately 23% of JHD Group’s consolidated revenue was derived from JHD Tech.

Additionally, there are uncertainties associated with the use of VIE structures under China’s complex and constantly evolving laws and regulations. For example, JHD Group’s VIE structure is subject to risks associated with the enforceability of its contractual arrangements used to implement such VIE structure. If the PRC government were to rule that contractual arrangements used to establish VIE structures do not comply with PRC laws and regulations, or if new PRC laws or regulations are adopted, or if current interpretations of existing PRC laws and regulations were to change, then JHD Group could ultimately be forced to relinquish its interests in JHD Tech, and potentially be subject to penalties under PRC law. As noted above, there are very few precedents in China and very little official guidance as to how contractual arrangements in the context of variable interest entities should be interpreted or enforced under PRC law. Even in the case of established legal precedents on the subject of VIE structures, the PRC legal system is ultimately based on written statutes, and court decisions have limited precedential value. The PRC legal system evolves rapidly, and the interpretations of many laws, regulations and rules may contain inconsistencies and enforcement of these laws, regulations and rules involve many uncertainties. Furthermore, the PRC legal system is also based, in part, on government policies and internal rules, some of which are not published in a timely manner, or published at all, but which may potentially have retroactive effect. As a result, JHD Group, the VIE and VIE Subsidiaries may not always be aware of potential violations of these policies and rules, which could be imposed on them and imposed retroactively. Such unpredictability could adversely impact their contractual rights, property rights (including intellectual property rights), and procedural rights in connection with the use of a VIE structure, which could adversely affect the business of JHD Group and impede JHD Group’s ability to continue operations.

Required Consents and Permissions

JHD Group, the VIE and VIE Subsidiaries have currently received all necessary requisite permissions from competent authorities according to existing PRC laws and regulations, for the purpose of operation in China and issuance of securities overseas and to foreign investors; however, after February 15, 2022, JHD Tech will be obligated to apply to

China’s Cybersecurity Review Office for a cybersecurity review, as discussed below. Material licenses or permissions that JHD Group, the VIE and VIE Subsidiaries have acquired from competent Chinese authorities to operate their businesses include the following:

•        Each of JHD Tech, Pure Value, Ling Feng and Taoyoupin possesses the required business licenses to perform the types of businesses which it was incorporated to carry out.

•        JHD Tech obtained a value-added telecommunications service category B21 permit for online data processing and transaction processing business activities (limited to online e-commerce business), issued by the Beijing Telecommunication Regulation Bureau on December 4, 2019, and such permit will remain effective until December 4, 2024, unless terminated early.

•        Pure Value renewed its Food Operation Permit on April 22, 2021 with a term of five years. Taoyoupin is engaged in the food wholesale business and obtained a Food Operation Permit issued by the local SAMR bureau in Shenzhen on September 16, 2020, and the term of effectiveness is five years. Lingfeng received its Food Operation Permit on January 10, 2021.

•        Pure Value received a Road Cargo Transportation Permit issued by the Transportation Bureau of Shanghai Pudong District on July 10, 2019, and the term of effectiveness is four years. Taoyoupin received a Road Cargo Transportation Permit issued by the Transportation Bureau of Shenzhen on December 1, 2020, and the term of effectiveness is four years.

In addition to the above, there are also uncertainties regarding other potential consent, approval and license requirements imposed by the Chinese Securities Regulatory Commission (“CSRC”) and CAC, which could potentially be implicated by the operations of JHD, its subsidiaries, or the VIE and VIE Subsidiaries. For more details, see “Risk Factors — Risks Related to Doing Business in China — The approval of the CSRC, CAC or other Chinese regulatory agencies may be required in connection with this offering under Chinese law.”

Specifically, the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”) adopted by six PRC regulatory agencies in 2006 and amended in 2009, among other things, purport to require an offshore special purpose vehicle controlled directly or indirectly by PRC companies or individuals, and formed for purposes of an overseas listing through acquisition of PRC domestic interests held by such PRC companies or individuals, to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. On September 21, 2006, the CSRC published on its official website procedures regarding its approval mechanism for overseas listings by special purpose vehicles. On December 24, 2021, the CSRC issued two new draft regulations: the Administrative Provisions of the State Council on Overseas Securities Offering and Listing by Domestic Companies (Revision Draft for Comments) (the “Administrative Provisions”), and the Administrative Measures for the Filings of the Overseas Securities Offering and Listing by Domestic Companies (Revision Draft for Comments) (the “Administrative Measures”), both of which are now, as of the date of this registration statement, still undergoing public comment. While both draft regulations are not yet legally binding (and could deviate from their current language once adopted or never be adopted), together the Administrative Provisions and the Administrative Measures envision specific additional CSRC filing requirements for the stated purposes of unified regulation management, strengthening regulatory coordination, and enhancing cross-border regulatory cooperation. Specifically, the draft regulations propose that both domestic PRC companies and certain non-PRC companies with substantial business in the PRC, which seek to list and issue their securities abroad on non-PRC financial markets, would be required to carry out relevant screening and filing mechanisms with the CSRC. In the case of any listing and issuance of securities that fall under the definition of an “indirect overseas listing and issuance of securities overseas”, under the draft regulations, the issuer would be required to appoint one of its affiliated domestic PRC operating entities to make filings with the CSRC within three business days after the listing party’s initial public offering or any subsequent offerings.

As the Administrative Provisions and Administrative Measures have not yet come into effect, JHD Group, the VIE and VIE Subsidiaries are currently unaffected by these draft regulations. However, it is uncertain when the Administrative Provisions and the Administrative Measures will take effect or if they will take effect as currently drafted. If it is determined in the future that the approval of the CSRC, the CAC or any other regulatory authority is required for this offering, JHD Group, the VIE and VIE Subsidiaries could potentially face sanctions by the CSRC, the CAC or other PRC regulatory bodies, including fines, penalties on operations in China, limitations on ability to pay dividends outside of China, or other actions that may have material adverse effect on JHD Group’s business, financial condition, results of operations

and prospects, as well as the trading price of the Pubco’s securities. Under current PRC law and regulatory enforcement practices in place as of the date of this registration statement, neither JHD Group, nor its subsidiaries, nor the VIE, nor VIE Subsidiaries, are subject to any CSRC or other requirements that would require approval from such PRC regulatory authorities in order to complete this offering, and none of such parties have received or been denied any such permissions by any PRC authorities. For more details, see “Risk Factors — Risks Related to Doing Business in China — The approval of the CSRC, CAC or other Chinese regulatory agencies may be required in connection with this offering under Chinese law.”

Additionally, on January 4, 2022, the CAC formally issued the Measures for Cybersecurity Reviews, which had previously only existed in (non-binding) draft form, and which will become legally effective on February 15, 2022. According to the Measures for Cybersecurity Reviews, parties that apply to list their securities on overseas financial markets must apply to the Cybersecurity Review Office for a cybersecurity review, if such parties are in possession of the personal information of more than 1,000,000 users. As JHD Tech is in possession of the personal information of more than 1,000,000 users, JHD Tech would be required to conduct such a cybersecurity review. If the consummation of the Business Combination is completed before February 15, 2022, then JHD Tech will not be required to carry out any cybersecurity review procedures prior to this date, given that the Measures for Cybersecurity Reviews will not yet be legally effective in China. However, even if the consummation of the Business Combination is completed prior to February 15, 2022, JHD Tech may eventually be required to conduct certain cybersecurity review procedures under the Measures for Cybersecurity Reviews after February 15, 2022, as the exact timing and procedural requirements applicable to “post-listing” cybersecurity reviews under the Measures for Cybersecurity Reviews is currently unclear and will likely be set out in subsequent implementing regulations.

Irrespective of timing, if JHD Tech is ultimately required to complete a cybersecurity review, JHD Group, the VIE and VIE Subsidiaries are not aware of any factors that would be likely to impede the completion of such a cybersecurity review promptly and satisfactorily, and therefore are of the understanding that JHD Tech would not face any difficultly complying with this requirement. However, JHD Group, the VIE and VIE Subsidiaries cannot guarantee with any level of certainty that PRC regulatory authorities will share their view. If PRC regulatory authorities determine that JHD Tech’s systems or operations contain data security risks, then the relevant regulatory authorities may have the right to stop the indirect listing of JHD Group’s securities through the consummation of the Business Combination or (should the consummation of the Business Combination already have occurred) request the withdrawal of Pubco’s Nasdaq listing application or require delisting of Pubco (though, under the Measures for Cybersecurity Reviews, the exact manner of regulatory intervention is not specified). Furthermore, according to the PRC Data Security Law issued by Standing Committee of the National People’s Congress in June 2021, which became effective on September 1, 2021, any cybersecurity review decision would be final and JHD Group, the VIE and VIE Subsidiaries would not have the ability to appeal.

Therefore, taken together, prior to February 15, 2022, JHD Group, the VIE and VIE Subsidiaries believe that no consents, approvals or licenses other than those that have already been obtained by them are required under existing PRC laws and regulations for the establishment of the VIE structures or Pubco’s overseas listing. After the Measures for Cybersecurity Reviews come into effect on February 15, 2022, JHD Tech will be required to conduct a cybersecurity review, and JHD Group, the VIE and VIE Subsidiaries are not aware of any factors that are likely to serve as material obstacles to complying with this requirement. However, PRC laws and regulations are subject to change and reinterpretation by PRC governmental authorities. As uncertainties remain regarding the interpretation and implementation of these laws and regulations, JHD Group, the VIE and VIE Subsidiaries cannot assure that they will be in compliance with such regulations in all respects, and JHD Group, the VIE and VIE Subsidiaries may be ordered to rectify or terminate any actions that are deemed illegal by regulatory authorities. Additional compliance procedures may be required in connection with business operations of JHD Group, the VIE and VIE Subsidiaries, and, if required, JHD Group, the VIE and VIE Subsidiaries cannot predict whether their operating companies will be able to obtain the approval of such compliance requirements. As a result, JHD Group, the VIE and VIE Subsidiaries are subject to uncertainties concerning future actions by the Chinese government that could cause the value of Pubco ordinary shares to significantly decline or become worthless. It is possible that any new rules or regulations may impose additional requirements on JHD Group, the VIE and VIE Subsidiaries.

Restrictions on foreign exchange from a PRC legislative perspective:

According to the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment Through Special Purpose Vehicles issued by the

State Administration of Foreign Exchange (“SAFE Circular 37”), all PRC residents must register with PRC State Administration of Foreign Exchange (“SAFE”) or its local branches with respect to their direct or indirect offshore investment activities. Moreover, any PRC resident who is a direct or indirect shareholder of a special-purpose vehicle (“SPV”) is also required to update its filed registrations with its local branch of SAFE with respect to its SPV, to reflect any material changes. If any PRC shareholder of such an SPV fails to make the required registration or to update a previously filed registration, the subsidiary of such SPV in China may be prohibited from distributing its profits or proceeds from any capital reductions, share transfers or liquidation to the SPV, in which case the SPV could also be prohibited from making additional capital contributions into its subsidiary in China.

Pubco has requested PRC residents who Pubco knows hold a direct or indirect interest in Pubco to make all necessary applications, filings and registrations that are required under SAFE Circular 37, and those PRC resident shareholders that hold a direct interest in Pubco have completed all necessary registrations with their local SAFE branches or their qualified banks in the manner required under SAFE Circular 37. However, Pubco could potentially not be informed of the identities of all the PRC residents holding direct or indirect interest in Pubco, and therefore Pubco cannot provide any assurance that all PRC residents holding a direct or indirect interest in Pubco are in compliance with its request to comply with the terms of SAFE Circular 37.

JHD Group also faces exposure to foreign currency exchange rate fluctuations. For more details, see “Risk Factors — Risks Related to Doing Business in China —  JHD faces exposure to foreign currency exchange rate fluctuations, and such fluctuations could adversely affect JHD Group’s business, results of operations and financial condition.”

The PRC government imposes controls on the convertibility of the Renminbi (RMB) into foreign currencies and, in certain cases, the remittance of currency out of China. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from the SAFE by complying with certain procedural requirements, meaning that PRC subsidiaries can distribute dividends without SAFE’s prior approval. However, approval from or registration with appropriate government authorities is required where Renminbi will be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, JHD Group is required to obtain SAFE approval in order to use cash generated from the operations of its PRC subsidiaries and the VIE to pay off their respective debts in any currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi. For more details, see “Risk Factors — Risks Related to Doing Business in China — Governmental control of currency conversion may limit JHD’s ability to utilize its cash balance effectively and affect the value of its investment.”

Restrictions and limitations on JHD Group’s and the combined company’s ability to distribute earnings from a PRC legislative perspective:

JHD relies principally on dividends and other distributions on equity from its PRC subsidiaries in order to generate cash to pay dividends and other cash distributions paid to its U.S. investors. Under PRC laws and regulations, its PRC subsidiaries, which are wholly foreign-owned enterprises, may pay dividends only out of their respective accumulated profits, as determined in accordance with PRC accounting standards and regulations. In addition, a wholly foreign-owned enterprise is required to set aside at least 10% of its accumulated after-tax profits each year, if any, in order to fund a certain statutory reserve fund, until the aggregate amount of such fund reaches 50% of such company’s registered capital. Such reserve funds cannot be distributed to JHD as dividends.

JHD Group’s PRC subsidiaries generate all of their revenue in Renminbi, which is not freely convertible into other currencies and is subject to PRC foreign exchange control related laws and regulations. For more details, see “Risk Factors — Risks Related to Doing Business in China — Governmental control of currency conversion may limit JHD’s ability to utilize its cash balance effectively and affect the value of its investment.”

In addition, applicable foreign exchange rate fluctuations may result in adverse financial conditions. For more details, see “Risk Factors — Risks Related to Doing Business in China — JHD faces exposure to foreign currency exchange rate fluctuations, and such fluctuations could adversely affect JHD Group’s business, results of operations and financial condition.”

Moreover, the PRC Enterprise Income Tax Law issued by the Standing Committee of National People’s Congress and the PRC Implementing Regulations of the Enterprise Income Tax Law provide that a withholding tax rate of up to 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises, unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises are incorporated. Thus, such regulation may prevent JHD Group from adopting favorable tax rates in situations where a PRC subsidiary pays dividends to its Hong Kong enterprise. For more details, see “PRC regulations relating to dividends withholding tax may prevent JHD Group from adopting a favorable tax rate when a PRC subsidiary pays dividends to its Hong Kong enterprise, which could materially and adversely affect the amount of dividends to be paid to JHD Group’s non-PRC shareholders.”

The quantified cash flows between JHD, its PRC subsidiaries, and JHD Tech are as follows:

As one of JHD Group’s PRC subsidiaries, Pure Value is entitled to receive license fees and services fees from JHD Tech. To cover the costs associated with JHD Tech’s daily operations, Pure Value is also required to contribute service fees to JHD Tech and extends intercompany loans to JHD Tech. These transactions collectively comprise all material asset transfers that would be used to generate JHD’s cash flows from JHD Tech. Separately, Ling Feng may distribute dividends to JHD (which are unrelated to cash flows generated from JHD Tech). As of November 1, 2021, no such service fees, intercompany loans or distributions have been made. The quantified cash flows between JHD, its PRC subsidiaries, and JHD Tech are as follows:

•        Pursuant to one of the contractual arrangements used to implement the above cash flow arrangements, i.e., the Intellectual Property License Agreement executed by Pure Value and JHD Tech, Pure Value grants a license to JHD Tech to use certain intellectual property owned by Pure Value, in exchange for royalties calculated based on JHD Tech’s annual revenue. JHD Tech is also required to withhold and pay to appropriate governmental authorities certain taxes on any such transfers from JHD Tech to Pure Value, as specified in the Intellectual Property License Agreement. In all of 2020 and 2021 through September 30, 2021 JHD Tech has not paid royalties to Pure Value. As both JHD Tech and Pure Value are PRC entities located in China, the cash flows generated under the Intellectual Property License Agreement, if any, are not subject to any relevant foreign-exchange control issues or other PRC regulatory impediments.

•        Pursuant to another of the contractual arrangements used to implement the above cash flow arrangements, i.e., the Exclusive Services Agreement executed by JHD Tech and Pure Value, Pure Value agrees that it will provide various services to JHD Tech, thus JHD Tech agrees to pay service fees equivalent to Pure Value’s costs in providing such services, plus an additional amount equal to 5% of such costs. JHD Tech is also required to withhold and pay to appropriate governmental authorities certain taxes on any such transfers from JHD Tech to Pure Value. In all of 2020 and 2021 through September 30, 2021, JHD Tech has not paid service fees to Pure Value. As both JHD Tech and Pure Value are PRC entities located in China, the cash flows generated under the Exclusive Services Agreement, if any, are not subject to any relevant foreign-exchange control issues or other PRC regulatory impediments.

•        Regarding Pure Value’s payments to cover JHD Tech’s daily operations, during the year ended December 31, 2020 and the nine months ended September 30, 2021, the service fees paid by Pure Value to JHD Tech were RMB 44 million and 1 million, respectively (USD 6.38 million and 0.15 million, respectively). During these same periods, Pure Value extended intercompany loans to JHD Tech in the amounts of RMB 66.48 million and 17.42 million, respectively (USD 9.64 million and 2.69 million, respectively). The service fees transferred from Pure Value to JHD Tech are governed by a simple intercompany service contract, while the intercompany loans extended by Pure Value to JHD Tech are not governed by any formal written agreements. Pure Value is also required to withhold and pay to appropriate governmental authorities certain taxes on the service fees transferred from Pure Value to JHD Tech. As both Pure Value and JHD Tech are PRC entities located in China, the cash flows generated under these particular transfers are not subject to any relevant foreign-exchange control issues or other PRC regulatory impediments.

•        During all of 2020 and 2021 through September 30, 2021, Pure Value did not declare any dividends to JHD. As the payment of any such dividends would require a cross-border transfer of funds from a PRC entity to a non-PRC entity, such payments, if any, would be subject to China’s system of foreign exchange controls implemented by SAFE. Accordingly, such payments would be subject to review by Pure Value’s PRC commercial bank prior to being transferred out of China and could potentially also be subject to review by SAFE, which could result in certain payment delays. If either Pure Value’s PRC commercial bank or SAFE were to fail to approve of such fund transfers, then JHD could potentially be left with few or no remedies to reliably transfer such funds outside of China, which would adversely impact JHD Group’s financial condition.

•        During all of 2020 and 2021 through September 30, 2021, Ling Feng did not declare any dividends to JHD. As the payment of any such dividends would require a cross-border transfer of funds from a PRC entity to a non-PRC entity, such payments, if any, would be subject to China’s system of foreign exchange controls implemented by SAFE. Accordingly, such payments would be subject to review by Ling Feng’s PRC commercial bank prior to being transferred out of China and could potentially also be subject to review by SAFE, which could result in certain payment delays. If either Ling Feng’s PRC commercial bank or SAFE were to fail to approve of such fund transfers, then JHD Group could potentially be left with few or no remedies to reliably transfer such funds outside of China, which would adversely impact JHD Group’s financial condition.

While there is no immediate plan to do so, JHD may distribute dividends to its shareholders, including any U.S. shareholders, in the future. JHD expects that these dividends will be primarily sourced from earnings generated by Pure Value. Each of the shareholders will need to determine how such dividend distributions will be taxed to them in their respective jurisdictions.

Holding Foreign Companies Accountable Act

The Holding Foreign Companies Accountable Act (the “HFCAA”) requires certain issuers of securities to establish that they are not owned or controlled by a foreign government. Specifically, an issuer must make this certification if the PCAOB is unable to conduct inspections due to the fact that the issuer has retained a foreign public accounting firm not subject to inspection by the board. If the board is unable to inspect the issuer’s public accounting firm for three consecutive years, the issuer’s securities are banned from trading on a US national exchange (such as Nasdaq or the NYSE) and other venues.

The HFCAA would prohibit Pubco from using an auditor that the PCAOB determines it could not inspect or fully investigate and would (i) prohibit the trading of securities of a company and (ii) require delisting of a company from U.S. national securities exchanges if the PCAOB is unable to inspect its public accounting firm for three consecutive years. The HFCAA also requires public companies to disclose, among other things, whether they are owned or controlled by a foreign government, specifically, those that are based in or have a majority or significant amount of their operations in the PRC.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. Pubco will be required to comply with these rules if the SEC identifies Pubco as having a “non-inspection” year (as defined in the interim final rules) under a process to be subsequently established by the SEC. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which, if enacted, would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. Future developments with respect to increased U.S. regulatory access to audit information are uncertain, as the legislative developments are subject to the legislative process and the regulatory developments are subject to the rule-making process and other administrative procedures.

On December 2, 2021, the SEC adopted amendments to finalize the rules implementing the submission and disclosure requirements of the HFCAA. The rules apply to registrants the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate (“HFCAA Issuers”).

The final amendments require HFCAA Issuers to submit documentation to the SEC establishing that, if true, it is not owned or controlled by a governmental entity in the public accounting firm’s foreign jurisdiction. The amendments also require that a HFCAA Issuer that is a “foreign issuer,” as defined in Exchange Act Rule 3b-4, provide certain additional disclosures in its annual report for itself and any of its consolidated foreign operating entities. Further, the release provides notice regarding the procedures the SEC has established to identify issuers and to impose trading prohibitions on the securities of certain HFCAA Issuers, as required by the HFCAA. The SEC plans to identify HFCAA Issuers for the fiscal years beginning after December 18, 2020. A HFCAA Issuer will be required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified. If a registrant is identified as a HFCAA Issuer based on its annual report for the fiscal year ended December 31, 2021, the registrant will be required to comply with the submission or disclosure requirements in its annual report filing covering the fiscal year ended December 31, 2022. As of the date hereof, the auditor of JHD Group, the VIE and VIE Subsidiaries, Marcum Bernstein & Pinchuk LLP, is not among the auditor firms listed on the HFCAA Determination List, which list notes all of the auditor firms that the PCAOB is not able to inspect.

SELECTED HISTORICAL FINANCIAL INFORMATION

East Stone

The following table sets forth selected historical financial information derived from East Stone’s unaudited financial statements for the nine months ended September 30, 2021, and 2020 and audited financial statements for the six months ended December 31, 2020, for the year ended June 30, 2020 and for the period from August 9, 2018 (inception) through June 30, 2019, each of which is included elsewhere in this proxy statement/prospectus. In the opinion of East Stone’s management, such unaudited and audited financial statements have been prepared on the same basis as the East Stone financial statements presented herein and reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of East Stone’s results of operations and financial position for such periods and dates. The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section entitled “East Stone’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and East Stone’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of East Stone.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section entitled “East Stone’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and East Stone’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of East Stone.

JHD Group

JHD Group is providing the following selected historical consolidated financial information of JHD Group to assist in the analysis of the financial aspects of the Business Combination. The selected historical consolidated balance sheet data as of September 30, 2021, and the selected historical consolidated statements of operations and cash flow data for the nine months ended September 30, 2021 and 2020 are derived from JHD Group’s unaudited financial statements that are included in this proxy statement/prospectus. The selected historical consolidated balance sheet data as of December 31, 2020 and 2019 and the selected historical consolidated statements of operations and cash flow data for the years ended December 31, 2020 and 2019 are derived from JHD Group’s audited consolidated financial statements that are included elsewhere in this proxy statement/prospectus. JHD Group’s consolidated financial statements have been prepared in accordance with U.S. GAAP. Such financial information has been prepared on a basis consistent with JHD Group’s consolidated financial statements and should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus.

The following table presents JHD Group’s selected consolidated statements of operations data for the years ended December 31, 2020 and 2019, and for the nine months ended September 30, 2021 and 2020:

The following table presents JHD Group’s selected consolidated balance sheet data as of September 30, 2021 and December 31, 2020 and 2019:

The following table presents JHD Group’s selected consolidated cash flow data for the nine months ended September 30, 2021 and 2020 and the years ended December 31, 2020 and 2019.

This information should be read in conjunction with “JHD Group’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and JHD Group’s consolidated financial statements and notes thereto included elsewhere in this proxy statement/prospectus. The selected historical consolidated financial information in this section is not intended to replace JHD Group’s historical consolidated financial statements and the related notes thereto included elsewhere in this proxy statement. JHD Group’s historical results are not necessarily indicative of future results.

The following table provides condensed consolidating schedules depicting the financial position, results of operations and cash flows for JHD Group, the consolidated VIE and VIE Subsidiaries, the consolidated Non-VIE subsidiaries and any eliminating adjustments for the years ended December 31, 2020 and December 31, 2019.

In this table references to “Parent Company” are to JHD as depicted on the chart on page 50. JHD is a Cayman Islands company that owns a 99.99% equity interest in JHD HK, a company organized under the laws of Hong Kong. References to “VIE and VIE Subsidiaries consolidated” refer to JHD Tech, its 67% owned subsidiary Guinong and its 100% owned subsidiary Taoyoupin. Each of JHD Tech, Guinong and Taoyoupin are Chinese companies that form the VIE structure shown in the chart at page 23. The “Non-VIE Subsidiaries consolidated” column encompasses JHD HK and JHD Group’s wholly-owned Chinese subsidiaries, Pure Value and Ling Feng, as shown on the structure chart. Pure Value and Ling Feng are referred to as “WFOEs” (wholly foreign owned entities).

The separated VIE and Non-VIE financial information for the year ended December 31, 2020 was as follows: