EXPLANATORY
NOTE
On
December 20, 2021 (the “Effective Date”), the board of directors of Leader Capital Holdings Corp., a Nevada corporation
(the “Registrant”), approved the Leader Capital Holdings Corp. 2021 Equity Incentive Plan (the “Plan”). The
total number of shares of the Registrant’s common stock, $0.0001 par value (the “Common Stock”), that may be
issued under the Plan is 15,000,000 shares of Common Stock. The Registration Statement is registering 15,000,000 shares of Common
Stock reserved for issuance under the Plan of which (i) 13,500,000 shares are issuable to non-affiliate employees and consultants of
the Registrant; and (ii) 1,500,000 shares are issuable to affiliates of the Registrant (the “Selling Stockholders”) upon
the exercise of stock options and are deemed to be “control securities” within the meaning of the Securities Act of
1933, as amended (the “Securities Act”) and are made available under the “Reoffer Prospectus” prepared
in accordance with Part I of Form S-3 (in accordance with Instruction C of the General Instructions to Form S-8). This reoffer
prospectus may be used for reoffers and resales on a continuous or delayed basis of certain of those shares of Common Stock, that
may be deemed to be “restricted securities” and/or “control securities” within the meaning of the Securities
Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, which may be
offered from time to time by certain stockholders that are current, future, or former employees, consultants, and advisors of the
Registrant (the “Selling Stockholders”) for their own accounts that will be acquired by the Selling Stockholders
pursuant to Plan. The Registrant will not receive any of the proceeds from the sale of Common Stock by the Selling Stockholders made
hereunder.
The
Selling Stockholders may sell the securities described in the reoffer prospectus in a number of different ways and at varying prices,
including sales in the open market, sales in negotiated transactions and sales by a combination of these methods. The Selling Stockholders
may sell any, all or none of the Shares and we do not know when or in what amount the Selling Stockholders may sell their shares of Common
Stock hereunder following the effective date of this Registration Statement and the actual date of receipt of securities under the Plan.
The price at which any of the shares of Common Stock may be sold, and the commissions, if any, paid in connection with any such sale,
are unknown and may vary from transaction to transaction. The Common Stock may be sold at the market price at the time of a sale, at
prices relating to the market price over a period of time, or at prices negotiated with the buyers of the Common Stock. The Common Stock
may be sold through underwriters or dealers which the Selling Stockholders may select. If underwriters or dealers are used to sell Common
Stock, we will name them and describe their compensation in a reoffer prospectus supplement. Any other expenses incurred by us in connection
with the registration and offering and not borne by the Selling Stockholders will be borne by the Company. We provide more information
about how the Selling Stockholders may sell their Common Stock in the sections titled “Plan of Distribution” and “Selling
Stockholders.” The Selling Stockholders will bear all sales commissions and similar expenses.
The
number of shares of Common Stock included in the reoffer prospectus represents shares of Common Stock issuable to the selling stockholders
pursuant to equity awards, including but not limited to stock options and restricted stock grants, granted to the Selling Stockholders
and does not necessarily represent a present intention to sell any or all such shares of Common Stock.
As
specified in General Instruction C of Form S-8, until such time as we meet the requirements for use of Form S-3, the number of shares
of Common Stock to be offered by means of this reoffer prospectus, by each of the Selling Stockholders, and any other person with whom
he or she is acting in concert for the purpose of selling their shares of Common Stock, if and when issued, may not exceed, during any
three month period, the amount specified in Rule 144(e) of the Securities Act.
REOFFER
PROSPECTUS
LEADER
CAPITAL HOLDINGS CORP.
1,500,000
shares of Common Stock issuable under 2021 Equity
Incentive Plan
This
reoffer prospectus (the “Prospectus”) relates to the public resale, from time to time, of an aggregate of 1,500,000
shares (the “Shares”) of our common stock, $0.0001 par value per share (the “Common Stock”) by certain stockholders
identified herein in the section entitled “Selling Stockholders.” Such shares may be acquired in connection with awards granted
under the Leader Capital Holdings Corp.’s 2021 Equity Incentive Plan (the “Plan”). You should read this Prospectus
carefully before you invest in our Common Stock.
Such
resales shall take place on OTC Market’s OTCQB® Venture Market, or such other stock market or exchange on which our Common
Stock may be listed or quoted at the time, in negotiated transactions or otherwise, at market prices prevailing at the time of the sale
or at prices otherwise negotiated (see “Plan of Distribution” starting on page 10 of this Prospectus). We will receive
no part of the proceeds from sales made under this Prospectus. The Selling Stockholders will bear all sales commissions and similar expenses.
Any other expenses incurred by us in connection with the registration and offering and not borne by the Selling Stockholders will be
borne by us.
This
Prospectus has been prepared for the purposes of registering our shares of Common Stock under the Securities Act to allow for future
sales by Selling Stockholders on a continuous or delayed basis to the public without restriction, provided that the amount of shares
of Common Stock to be offered or resold under this Prospectus by each Selling Stockholder or other person with whom he or she is acting
in concert for the purpose of selling shares of Common Stock, may not exceed, during any three-month period, the amount specified in
Rule 144(e) under the Securities Act. We have not entered into any underwriting arrangements in connection with the sale of the shares
covered by this Prospectus. The Selling Stockholders identified in this Prospectus, or their pledgees, donees, transferees, or other
successors-in-interest, may offer the shares covered by this Prospectus from time to time through public or private transactions at prevailing
market prices, at prices related to prevailing market prices or at privately negotiated prices.
Investing
in our Common Stock involves risks. See “Risk Factors” beginning on page 7 of this Prospectus. These are speculative
securities.
We
are an “emerging growth company,” as that term is defined under the federal securities laws and, as such, are subject to
certain reduced public company reporting requirements.
Our
Common Stock is quoted on OTC Market’s OTCQB Venture Market under the symbol “LCHD” and the last reported sale price
of our Common Stock on January 28, 2022 was $1.02 per share.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED
IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The
date of this Reoffer Prospectus is January 31, 2022
LEADER
CAPITAL HOLDINGS CORP.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This
Reoffer Prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties.
All statements other than statements of historical facts contained in this Reoffer Prospectus, including statements regarding
our strategy, future financial condition, future operations, projected costs, prospects, plans, objectives of management, and expected
market growth, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words
such as “may,” “will,” “shall,” “should,” “expects,” “plans,”
“anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,”
“believes,” “estimates,” “predicts,” “potential,” “goal,” “objective,”
“seeks,” or “continue” or the negative of these words or other similar terms or expressions that concern our
expectations, strategy, plans, or intentions. Forward-looking statements contained in this Reoffer Prospectus include, but are
not limited to, statements about:
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the
availability and adequacy of our cash flow to meet our requirements;
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economic,
competitive, demographic, business and other conditions in our local and regional markets;
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general
economic conditions and events and the impact they may have on us and our clients, including but not limited to the impact of COVID-19;
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changes
or developments in laws, regulations or taxes in our industry;
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uncertainties
regarding the interpretation and enforcement of PRC laws, rules, and regulations;
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competition
in our industry;
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the
loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;
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proceedings
brought by the Securities and Exchange Commission (the “Commission”) against China-based accounting firms could result
in our inability to file future financial statements in compliance with the requirements of the Exchange Act;
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changes
in our business strategy, capital improvements or development plans;
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the
availability of additional capital to support capital improvements and development; and
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other
risks identified in our other filings with the Commission.
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We
caution you that the foregoing list does not contain all of the forward-looking statements made in this Reoffer Prospectus.
You
should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained
in this Reoffer Prospectus primarily on our current expectations, estimates, forecasts, and projections about future events and
trends that we believe may affect our business, results of operations, financial condition, and prospects. Although we believe that we
have a reasonable basis for each forward-looking statement contained in this Reoffer Prospectus, we cannot guarantee that the
future results, levels of activity, performance, or events and circumstances reflected in the forward-looking statements will be achieved
or occur at all. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other
factors described in the section titled “Risk Factors” and elsewhere in this Reoffer Prospectus. Moreover, we operate
in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible
for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Reoffer
Prospectus. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and
actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
The
forward-looking statements made in this Reoffer Prospectus relate only to events as of the date on which the statements are made.
We undertake no obligation to update any forward-looking statements made in this Reoffer Prospectus to reflect events or circumstances
after the date of this Reoffer Prospectus or to reflect new information or the occurrence of unanticipated events, except as required
by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should
not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any
future acquisitions, mergers, dispositions, joint ventures, or investments we may make.
In
addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These
statements are based upon information available to us as of the date of this Reoffer Prospectus, and while we believe such information
forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to
indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements
are inherently uncertain, and you are cautioned not to unduly rely upon these statements.
You
should read this Reoffer Prospectus and the documents that we reference in this Reoffer Prospectus and have filed as exhibits
to the registration statement, of which this Reoffer Prospectus is a part, completely and with the understanding that our actual
future results may be materially different from what we expect. We qualify all of the forward-looking statements in this Reoffer Prospectus
by these cautionary statements.
REOFFER
PROSPECTUS SUMMARY
The
Commission allows to “incorporate by reference” certain information that we file with the Commission, which means that we
can disclose important information to you by referring you to those documents. The information incorporated by reference is considered
to be part of this Reoffer Prospectus, and information that we file later with the Commission will update automatically, supplement
and/or supersede the information disclosed in this Reoffer Prospectus. Any statement contained in a document incorporated or deemed
to be incorporated by reference in this Reoffer Prospectus shall be deemed to be modified or superseded for purposes of this Reoffer
Prospectus to the extent that a statement contained in this Reoffer Prospectus or in any other document that also is or is
deemed to be incorporated by reference in this Reoffer Prospectus modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Reoffer Prospectus.
You should read the following summary together with the more detailed information regarding the Company, the Common Stock, and our
financial statements and notes to those statements appearing elsewhere in this Reoffer Prospectus or incorporated herein by reference.
Our
Company
Leader
Capital Holdings Corp. is an early stage technology company that conducts its operations through its wholly owned subsidiaries, Leader
Financial Group Limited, a Seychelles corporation incorporated on March 6, 2017 (“LFGL”), and JFB Internet Service Limited,
a Hong Kong corporation incorporated on August 6, 2017 (“JFB”).
Through LFGL, we act as the
service provider for a mobile application investment platform that is owned by JFB. The platform connects investors with financial service
providers in an effort to sharpen operational efficiency and seeks to address customer demands for more innovative services. It is a
ready-made application created to meet the needs of financial service providers, especially trust companies and insurance companies.
The platform is customizable and each financial institution can adjust the platform to better suit their client’s needs.
The Company had an agreement
with a third party whereby we authorized the third party to use our investment platform and related applications until December 31, 2020
for a fee. The Company was in discussion with the third party and both parties decided to terminate the agreement at maturity.
The
Company has developed a new, more comprehensive
mobile application, the FinMaster App. The FinMaster App intends to offer one-stop solution for multi-facet financial services. Key services
include real-time Taiwan stock market quotes, financial industry information and news, social media activities, on-line live broadcast,
A.I. stock selection and other features. With more than 350,000 downloads of the FinMaster App, the Company continues to collect data
as well as user feedback to enhance current APP features and fine tune R&D plans to optimize customer experience.
The
key features of the FinMaster App are:
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Real-time Taiwan stock market quotes; delayed Hong Kong and U.S., stock market quotes; and financial market news feed
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AI Stock Selection Tools: Day Trading Analysis, Portfolio Health Check, Institutional Trading Tactics, AI Smart Screening Tools
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Instant news feed and quotes of pre-defined stocks under Watchlist
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Live Streaming sessions from the industry expert analysts
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Discussion Forums for users and experts’ direct communication
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In-App Messaging: chats, audio, and video calls between members
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Token System and Point Reward Redemption Corner
Other
key features are under development, such as:
● Online
securities account-opening and online trading
● On-line
Leader FinTech Academy programs
● AI
Futures Selection and Screening Tools
● AI
Options Selection and Screening Tools
● In-App
Messaging: chats, audio, and video calls
Corporate
Information
The
Company was incorporated on March 22, 2017 under the laws of the State of Nevada. Our executive offices are located at Room 2708-09,
Metropolis Tower, 10 Metropolis Drive, Hung Hom, Hong Kong, and our telephone number is +852-3487-6378. We maintain a corporate website
at www.leader-capital.com. The information on our website is not part of this Reoffer Prospectus. We have included our
website address as a factual reference and do not intend it to be active link to our website.
The
Offering
Outstanding
Common Stock:
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167,959,219 shares of our Common Stock are outstanding
as of January 14, 2022.
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Common
Stock Offered:
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Up
to 1,500,000 shares of Common Stock for sale by the Selling Stockholders (which includes our executive officers and
directors) for their own account pursuant to the Plan.
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Selling
Stockholders:
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The
Selling Stockholders are affiliates of the Company and are members of our Board of Directors
and or executive officers as more particularly set forth in the section entitled “Selling
Stockholders” of this Reoffer Prospectus on page 8. The amount of securities
to be offered or resold by means of the reoffer Reoffer Prospectus by the designated
Selling Stockholders may not exceed, during any three month period, the amount specified
in Rule 144(e).
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Use
of proceeds:
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We
will not receive any proceeds from the sale of our Common Stock by the Selling Stockholders. We would, however, receive proceeds
upon the exercise of the stock options by those who receive options under the Plan and exercise such options for cash. Any cash proceeds
will be used by us for general corporate purposes.
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Risk
Factors:
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The
securities offered hereby involve a high degree of risk. See “Risk Factors.”
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OTC
Markets trading symbol:
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LCHD
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RISK
FACTORS
An
investment in shares of our Common Stock is highly speculative and involves a high degree of risk. We face a variety of risks that may
affect our operations or financial results and many of those risks are driven by factors that we cannot control or predict. Before investing
in our Common Stock, you should carefully consider the risks set forth in Item 1A of the Company’s Annual Report on Form 10-K filed
with the Commission on December 14, 2021, which are incorporated by reference herein, and subsequent reports filed with the Commission,
together with the financial and other information contained or incorporated by reference in this Reoffer Prospectus. If any of
these risks actually occurs, our business, prospects, financial condition and results of operations could be materially adversely affected.
In that case, the trading price of our Common Stock would likely decline and you may lose all or a part of your investment. Only those
investors who can bear the risk of loss of their entire investment should invest in our Common Stock.
USE
OF PROCEEDS
The
shares of Common Stock which may be sold under this Reoffer Prospectus will be sold for the respective accounts of each of the
Selling Stockholders listed herein (which includes our executive officers and directors) or not known by the Company at this time. Accordingly,
we will not realize any proceeds from the sale of the shares of our Common Stock. We will receive proceeds from the exercise of the options,
provided, however, no assurance can be given as to when or if any or all of the options will be exercised. If any options are exercised,
the proceeds derived therefrom will be used for working capital and general corporate purposes. All expenses of the registration of the
shares will be paid by us. See “Selling Stockholders” and “Plan of Distribution.”
SELLING
STOCKHOLDERS
We
are registering for resale the shares covered by this Reoffer Prospectus to permit the Selling Stockholders identified below together
with current, future, or former employees, consultants, and advisors of the Company not presently known that may be entitled to receive
shares of Common Stock under the Plan and their pledgees, donees, transferees and other successors-in-interest that receive their securities
from a Selling Stockholder as a gift, partnership distribution or other non-sale related transfer after the date of this Reoffer Prospectus
to resell the shares when and as they deem appropriate. The Selling Stockholders acquired, or may acquire, these shares from us pursuant
to the Plan. The shares may not be sold or otherwise transferred by the Selling Stockholders unless and until the pertinent awards vest
and are exercised, as applicable, in accordance with the terms and conditions of the Plan.
The
following table sets forth:
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the name of each known Selling Stockholder;
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the position(s), office or other material relationship with our company and its predecessors or affiliates, over the last three
years of each Selling Stockholder;
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the number and percentage of shares of our Common Stock that each known Selling Stockholder beneficially owned as of January 28,
2022 prior to the offering for resale of the shares of Common Stock under this Reoffer Prospectus;
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the number of shares of our Common Stock that may be offered for resale for the account of each Selling Stockholder under this Reoffer
Prospectus and to be issued under the Plan; and
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the number and percentage of shares of our Common Stock to be beneficially owned by each Selling Stockholder after the offering of the
resale shares (assuming all of the offered resale shares are sold by such Selling Stockholder).
No
shares of Common Stock are issued and vested to the Selling Stockholders under the Plan as of the date of this Reoffer Prospectus.
Information
with respect to beneficial ownership is based upon information obtained from the Selling Stockholders. Because the Selling Stockholders
may offer all or part of the shares of Common Stock, which they own pursuant to the offering contemplated by this Reoffer Prospectus,
and because its offering is not being underwritten on a firm commitment basis, no estimate can be given as to the amount of shares
that will be held upon termination of this offering.
The
number of shares in the column “Number of Shares Being Offered” represents all of the shares of our Common Stock that each
Selling Stockholder may offer under this Reoffer Prospectus.
We
do not know when the shares of Common Stock become available under this Reoffer Prospectus: in particular, it is not known when
such shares will be issued, and, if Common Stock is granted to Selling Stockholders in the form of options, when Selling Stockholders
will exercise such options. It is also not presently known for how long the Selling Stockholders will hold the shares of Common Stock
before selling them or how many shares they will sell. The shares of our Common Stock offered by this Reoffer Prospectus may be
offered from time to time by the Selling Stockholders listed below. We cannot assure you that any of the Selling Stockholders will have
Common Stock to offer for sale or sell any or all of the shares of Common Stock will be offered by them by this Reoffer Prospectus.
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Number of Shares Beneficially Owned Prior to Offering (1)
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Number of Shares Being
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Number of Shares Beneficially Owned After Offering (2)
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Stockholders
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Number
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Percent (%)
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Offered
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Number
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Percent (%)
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Yi-Hsiu Lin (3)
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57,137,778
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(5)
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34.6
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1,000,000
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(8)
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56,137,778
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34.6
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%
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Shui Fung Cheng (4)
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7,939,225
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(6)
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4.5
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500,000
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(8)
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7,439,225
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4.5
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%
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Total:
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59,906,725
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(7)
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1,500,000
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(8)
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58,406,725
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(1)
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The
number and percentage of shares beneficially owned is determined in accordance with Rule
13d-3 of the Securities Exchange Act of 1934, as amended, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership
includes any shares as to which the Selling Stockholder has sole or shared voting power or
investment power and also any shares which the Selling Stockholder has the right to acquire
within 60 days. Applicable percentage ownership is based on 165,609,219 shares of
our Common Stock are outstanding as of December 20, 2021.
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(2)
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Assumes
that all shares of Common Stock to be offered, as set forth above, are sold pursuant to this offering and that no other shares of Common
Stock are acquired or disposed of by the Selling Stockholders prior to the termination of this offering. Because the Selling Stockholders
may sell all, some or none of their shares of Common Stock or may acquire or dispose of other shares of Common Stock, no reliable estimate
can be made of the aggregate number of shares of Common Stock that will be sold pursuant to this offering or the number or percentage
of shares of Common Stock that each Selling Stockholder will own upon completion of this offering.
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(3)
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Mr.
Lin is our Chief Executive Officer, President, Secretary, Treasurer, and a member of the Company’s board of directors.
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(4)
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Mr.
Cheng is a member of the Company’s board of directors.
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(5)
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Consists
of (i) 5,100,000 shares of common stock beneficially held by Mr. Lin, (ii) 32,867,500 shares
of common stock beneficially held by First Leader Capital Ltd., over which Mr. Lin has sole
voting and investment power as the sole owner of such entity, (iii) 3,000,000 shares of common
stock beneficially held by CPN Investment Ltd., over which Mr. Lin has sole voting and investment
power, (iv) 5,170,278 shares of common stock beneficially held by Leader Financial Asset
Management Limited, a company incorporated in the Cayman Islands, over which Mr. Lin has
shared voting and investment power over as a director of such entity, (v) 10,000,000 shares
of common stock beneficially held by Anzhao International Limited, over which Mr. Lin has
voting and investment power given that he has the sole right to appoint the trustee of the
Gratis Trust and the right to remove any such trustee with or without cause or for any reason,
which trust has the right to appoint or remove the director of Anzhao International Limited
and (vi) 1,000,000 shares of common stock issuable upon exercise of outstanding stock
options granted under the Plan, which are fully vested as of the date hereof, at an exercise
price of $0.01 per share.
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(6)
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Consists
of (i) 2,268,947 shares of common stock beneficially held by Mr. Cheng, (ii) 5,170,278
shares of common stock beneficially held by Leader Financial Asset Management Limited, over
which Mr. Cheng has shared voting and investment power as a director of such entity and
(iii) 500,000 shares of common stock issuable upon exercise of outstanding stock options
granted under the Plan, which are fully vested as of the date hereof, at an exercise price
of $0.01 per share.
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(7)
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Consists
of (i) 5,100,000 shares of common stock beneficially held by Mr. Lin, (ii) 2,268,947 shares
of common stock beneficially held by Mr. Cheng, (iii) 32,867,500 shares of common stock beneficially
held by First Leader Capital Ltd., over which Mr. Lin has sole voting and investment power
as the sole owner of such entity, (iv) 3,000,000 shares of common stock beneficially held
by CPN Investment Ltd., over which Mr. Lin has sole voting and investment power, (v) 5,170,278
shares of common stock beneficially held by Leader Financial Asset Management Limited, a
company incorporated in the Cayman Islands, over which Messrs. Lin and Cheng have shared
voting and investment power over as directors of such entity, (vi) 10,000,000 shares of common
stock beneficially held by Anzhao International Limited, over which Mr. Lin has voting and
investment power given that he has the sole right to appoint the trustee of the Gratis Trust
and the right to remove any such trustee with or without cause or for any reason, which trust
has the right to appoint or remove the director of Anzhao International Limited and (vii)
1,000,000 shares of common stock issuable upon exercise of outstanding stock options granted
under the Plan, which are fully vested as of the date hereof, at an exercise price of $0.01
per share.
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(8)
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We
are registering these shares under the Reoffer Propsectus which are issuable under the
Plan to permit each Selling Stockholder to resell these shares when such Selling Stockholder
deems appropriate. We are assuming the shares issuable under the Plan will be sold, however,
we do not know if and when, or in what amounts the Selling Stockholders may offer the
shares of common stock for sale under this Reoffer Prospectus and under any limitation
set forth under Rule 144(e).
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PLAN
OF DISTRIBUTION
We
are registering the Shares covered by this Reoffer Prospectus to permit the Selling Stockholders to conduct public secondary trading
of these Shares from time to time after the date of this Reoffer Prospectus. We will not receive any of the proceeds of the sale
of the Shares offered by this Reoffer Prospectus. The aggregate proceeds to the Selling Stockholders from the sale of the Shares
will be the purchase price of the Shares less any discounts and commissions. We will not pay any brokers’ or underwriters’
discounts and commissions in connection with the registration and sale of the Shares covered by this Reoffer Prospectus. The Selling
Stockholders reserve the right to accept and, together with their respective agents, to reject, any proposed purchases of Shares to be
made directly or through agents.
The
Shares offered by this Reoffer Prospectus may be sold from time to time to purchasers:
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directly by the Selling Stockholders, or
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through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, commissions or agent’s
commissions from the Selling Stockholders or the purchasers of the Shares.
Any
underwriters, broker-dealers or agents who participate in the sale or distribution of the Shares may be deemed to be “underwriters”
within the meaning of the Securities Act. As a result, any discounts, commissions or concessions received by any such broker-dealer or
agents who are deemed to be underwriters will be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters
are subject to the Reoffer Prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities
under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We will make copies of
this Reoffer Prospectus available to the Selling Stockholders for the purpose of satisfying the Reoffer Prospectus delivery
requirements of the Securities Act. To our knowledge, there are currently no plans, arrangements, or understandings between the Selling
Stockholders and any underwriter, broker-dealer or agent regarding the sale of the Shares by the Selling Stockholders.
The
Shares may be sold in one or more transactions at:
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fixed prices;
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prevailing market prices at the time of sale;
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prices related to such prevailing market prices;
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varying prices determined at the time of sale; or
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negotiated prices.
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These
sales may be effected in one or more transactions:
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in
the over-the-counter market or on any quotation service on which the Shares may be listed or quoted at the time of sale, including the
OTC Market’s OTCQB® Venture Market;
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in
transactions otherwise than on exchanges or services or in the over-the-counter market;
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any
other method permitted by applicable law; or
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through
any combination of the foregoing.
These
transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides
of the trade.
As
specified in General Instruction C of Form S-8, until such time as we meet the requirements for use of Form S-3, the number of shares
of Common Stock to be offered by means of this Reoffer Prospectus, by each of the Selling Stockholders, and any other person with whom
he or she is acting in concert for the purpose of selling their shares of Common Stock, if and when issued, may not exceed, during any
three month period, the amount specified in Rule 144(e) of the Securities Act.
The
Selling Stockholders will act independently of us in making decisions with respect to the timing, manner, and size of each resale or
other transfer. There can be no assurance that the Selling Stockholders will sell any or all of the Shares under this Reoffer Prospectus.
Further, we cannot assure you that the Selling Stockholders will not transfer, distribute, devise or gift the Shares by other means not
described in this Reoffer Prospectus. In addition, any Shares covered by this Reoffer Prospectus that qualify for sale
under Rule 144 of the Securities Act may be sold under Rule 144 rather than under this Reoffer Prospectus. The Shares may be sold
in some instances only through registered or licensed brokers or dealers.
The
Selling Stockholders and any other person participating in the sale of the Shares will be subject to the Exchange Act. The Exchange Act
rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the Shares by the Selling
Stockholders and any other person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the
Shares to engage in market-making activities with respect to the particular Shares being distributed. This may affect the marketability
of the Shares and the ability of any person or entity to engage in market-making activities with respect to the Shares.
The
Selling Stockholders may indemnify any broker or underwriter that participates in transactions involving the sale of the Shares against
certain liabilities, including liabilities arising under the Securities Act.
LEGAL
MATTERS
The
validity of the issuance of the securities offered by this Reoffer Prospectus will be passed upon for us by Mitchell Silberberg
& Knupp LLP (“MSK”), Los Angeles, California. MSK is the beneficial owner of 3,000,000 shares of our Common Stock.
EXPERTS
The
financial statements incorporated by reference into this Reoffer Prospectus have been audited by Centurion ZD CPA & Co., our
independent registered public accounting firm, and are included in reliance upon such reports given upon the authority of said firm as
experts in auditing and accounting.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
following documents filed with the Commission pursuant to the Securities Act with respect to items (a) and (b) below and the Exchange
Act with respect to item (c) below are incorporated by reference in, and shall be deemed to be a part of, this Reoffer Prospectus:
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(a)
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The
Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2021, filed
with the Commission on December 14, 2021;
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(b)
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The
Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2021 file
with Commission on January 19, 2022;
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(c)
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All
reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the Registrant’s Annual Report referred to in (1) above (other
than information in any Current Report on Form 8-K deemed to have been furnished and not
filed in accordance with the rules of the Commission and, except as may be noted in any such
Form 8-K, exhibits filed on such Form 8-K that are related to such information); and
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(d)
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The
description of the Company’s Common Stock set forth in Amendment No. 2 to Form 10 (000-56159)
filed with the Commission on April 22, 2020, including any future amendment or report filed
for the purpose of updating such description.
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All
reports and other documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed in such
forms that are related to such items unless such Form 8-K expressly provides to the contrary) we subsequently file pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this offering, will also be incorporated by reference in this
Reoffer Prospectus and deemed to be part of this Reoffer Prospectus from the date of the filing of such reports and documents.
Any
statement contained in a document incorporated or deemed to be incorporated by reference in this Reoffer Prospectus shall be deemed
modified, superseded, or replaced for purposes of this Reoffer Prospectus to the extent that a statement contained in this Reoffer
Prospectus, or in any subsequently filed document that also is deemed to be incorporated by reference in this reoffer Reoffer
Prospectus, modifies, supersedes or replaces such statement. Any statement so modified, superseded, or replaced shall not be deemed,
except as so modified, superseded or replaced, to constitute a part of this reoffer Reoffer Prospectus. None of the information
that we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K or any corresponding information, either furnished under
Item 9.01 or included as an exhibit therein, that we may from time to time furnish to the Commission will be incorporated by reference
into, or otherwise included in, this Reoffer Prospectus, except as otherwise expressly set forth in the relevant document. Subject
to the foregoing, all information appearing in this Reoffer Prospectus is qualified in its entirety by the information appearing
in the documents incorporated by reference.
You
may request, orally or in writing, a copy of these documents, which will be provided to you at no cost (other than exhibits, unless such
exhibits are specifically incorporated by reference), by contacting us at Room 2708-09, Metropolis Tower, 10 Metropolis Drive, Hung Hom,
Hong Kong. Information about us is also available at our website at www.leader-capital.com. However, the information in our website
is not a part of this Reoffer Prospectus and is not incorporated by reference.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed a Registration Statement with the Securities and Exchange Commission under the Securities Act with respect to the Shares.
This Reoffer Prospectus is part of that Registration Statement and does not contain all the information included in the Registration
Statement. For further information with respect to our Common Stock and us, you should refer to the Registration Statement, its exhibits
and the materials incorporated by reference therein. Portions of the exhibits have been omitted as permitted by the rules and regulations
of the Commission. Statements made in this Reoffer Prospectus as to the contents of any contract, agreement or other document
referred to are not necessarily complete. In each instance, we refer you to the copy of the contracts or other documents filed as exhibits
to the Registration Statement, and these statements are hereby qualified in their entirety by reference to the contract or document.
The Registration Statement may be inspected and copied at the public reference facilities maintained by the Securities and Exchange Commission
at Room 1024, Judiciary Plaza, 100 F Street, N.E., Washington, D.C. 20549 and the Regional Offices at the Commission located in the Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and at 233 Broadway, New York, New York 10279. Copies of those
filings can be obtained from the Commission’s Public Reference Section, Judiciary Plaza, 100 F Fifth Street, N.E., Washington,
D.C. 20549 at prescribed rates and may also be obtained from the web site that the Securities and Exchange Commission maintains at http://www.sec.gov.
You may also call the Commission at 1-800-SEC-0330 for more information. We file annual, quarterly and current reports and other information
with the Commission. You may read and copy any reports, statements or other information on file at the Commission’s public reference
room in Washington, D.C. You can request copies of those documents upon payment of a duplicating fee, by writing to the Commission.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION
FOR
SECURITIES ACT LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions of applicable law, our charter documents, or bylaws, or otherwise, we have been advised that in
the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by
one of our directors, officers or controlling persons in the successful defense of any action, suit or proceeding) is asserted by that
director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether that indemnification
by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of that issue.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the
registrant, the registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.
LEADER
CAPITAL HOLDINGS CORP.
1,500,000 shares
of Common Stock issuable under 2021 Equity Incentive Plan
REOFFER
PROSPECTUS
The date of this Reoffer
Prospectus is January 31, 2022
PART
I.
INFORMATION
REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information
required in Part I of Form S-8 to be contained in a prospectus meeting the requirements of Section 10(a) of the Securities Act is not
required to be filed with the Commission and is omitted from this Registration Statement in accordance with the explanatory note to Part
I of Form S-8 and Rule 428 under the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed with the Commission pursuant to the Securities Act with respect to items (a) and (b) below and the Exchange
Act with respect to item (c) below are incorporated by reference in, and shall be deemed to be a part of, this Prospectus:
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(a)
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The
Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2021, filed
with the Commission on December 14, 2021;
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(b)
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The
Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2021 file
with Commission on January 19, 2022;
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(c)
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All
reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the Registrant’s Annual Report referred to in (1) above (other
than information in any Current Report on Form 8-K deemed to have been furnished and not
filed in accordance with the rules of the Commission and, except as may be noted in any such
Form 8-K, exhibits filed on such Form 8-K that are related to such information); and
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(d)
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The
description of the Company’s Common Stock set forth in Amendment No. 2 to Form 10 (000-56159)
filed with the Commission on April 22, 2020, including any future amendment or report filed
for the purpose of updating such description.
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All
documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, (which does not include information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report
on Form 8-K, unless expressly stated therein) after the date of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities offered by this Registration Statement have been sold or
which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement.
Each document incorporated by reference into this Registration Statement shall be deemed to be a part of this Registration Statement
from the date of the filing of such document with the Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this Registration Statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Mitchell
Silberberg & Knupp LLP (“MSK”) serves as the Company’s legal counsel and has provided an opinion under Exhibit
5.1. MSK is the beneficial owner of 3,000,000 shares of our Common Stock.
Item
6. Indemnification of Directors and Officers.
Statutory
Indemnification
The
Nevada Revised Statutes provide that we may indemnify our officers and directors against losses or liabilities that arise in their corporate
capacity. The effect of these provisions could be to dissuade lawsuits against our officers and directors.
The
Nevada Revised Statutes Section 78.7502 provides that:
1)
A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation,
by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with the action, suit or proceeding if he or she: (a) is not liable pursuant to NRS 78.138; or (b)
acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does
not, of itself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in good faith and in a manner which
he or she reasonably believed to be in or not opposed to the best interests of the corporation, or that, with respect to any criminal
action or proceeding, he or she had reasonable cause to believe that his conduct was unlawful.
2)
A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was
a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid
in settlement and attorneys’ fees actually and reasonably incurred by him or her in connection with the defense or settlement of
the action or suit if he or she: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in
which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. To the extent that
a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify
him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.
3)
To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation
shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection
with the defense.
The
Nevada Revised Statutes Section 78.751 provides that:
1)
Any discretionary indemnification pursuant to NRS 78.7502, unless ordered by a court or advanced pursuant to Section 78.751 subsection
2; may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances. The determination must be made: (a) by the shareholders; (b) by the board
of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or consisting of directors
who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or (c) if a quorum
consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion.
2)
The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance
of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer
to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by
the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other
than directors or officers may be entitled under any contract or otherwise by law.
3)
The indemnification pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant to this section:
(a) does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the
articles of incorporation or any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, for either an action
in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a
court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any
director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action; and, (b) continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.
Indemnification
under the Company’s Bylaws
Under
our Bylaws, every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, by reason of the fact that he, or a person of whom he is the legal representative,
is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer of another
company, or as its representative in a partnership, joint venture, trust, or other enterprise, shall be indemnified and held harmless
to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability, and
loss (including attorneys’ fees judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered
by him or her in connection therewith. Such right of indemnification shall be a contract right, which may be enforced in any manner desired
by such person. The expenses of officers and directors incurred in defending a civil or criminal action, suit, or proceeding must be
paid by the Company as they are incurred and in advance of the final disposition of the action, suit, or proceeding, upon receipt of
an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent
jurisdiction that he or she is not entitled to be indemnified by the Company. Such right of indemnification shall not be exclusive of
any other right which such directors, officers, or representatives may have or hereafter acquire, and, without limiting the generality
of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of shareholders,
provision of law, or otherwise, as well as their rights under the Bylaws.
Without
limiting the application of the foregoing, the board of directors may adopt bylaws from time to time with respect to indemnification,
to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the Company to purchase
and maintain insurance on behalf of any person who is or was a director or officer of the Company, or is or was serving at the request
of the Company as a director or officer of another company, or as its representative in a partnership, joint venture, trust, or other
enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether
or not the Company would have the power to indemnify such person. The indemnification provided in the Bylaws shall continue as to a person
who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors and administrators
of such person.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
EXHIBIT
INDEX
(1) Incorporated
by reference to Exhibit 3.1 to the Registrant’s registration statement on Form S-1 of the Company, filed with the U.S. Securities
and Exchange Commission on November 14, 2017.
(2) Incorporated
by reference to Exhibit 3.2 to the Registrant’s registration statement on Form S-1 of the Company, filed with the U.S. Securities
and Exchange Commission on November 14, 2017.
(3) Incorporated
by reference to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on March 27,
2020.
Item
9. Undertakings.
(a)
The undersigned Registrant hereby undertakes:
1.
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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i.
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to
include any prospectus required by section 10(a)(3) of the Securities Act;
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ii.
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to
reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change
in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
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iii.
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to
include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information in the
registration statement;
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provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the
information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished
to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
2.
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
3.
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hong Kong, SAR Peoples Republic of China, on January 31, 2022.
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LEADER
CAPITAL HOLDINGS CORP.
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By:
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/s/
Yi-Hsiu Lin
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Yi-Hsiu
Lin, Chief Executive Officer, President, Treasurer and Director (Principal Executive Officer and Principal Financial Officer)
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Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated:
Signature
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Title
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Date
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/s/ Shui Fung Cheng
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Director
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January 31, 2022
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Shui Fung Cheng
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/s/ Yi-Hsiu Lin
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Chief
Executive Officer, President, Treasurer and Director (Principal Executive Officer and Principal Financial Officer)
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January 31, 2022
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Yi-Hsiu Lin
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Leader Capital (PK) (USOTC:LCHD)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Leader Capital (PK) (USOTC:LCHD)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024