What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2019-03-25 compared with 2018-04-16 · 958 added, 857 removed, 867 unchanged (68% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation

of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation

of the effectiveness of our disclosure controls and procedures as of the end of the fiscal year ended December 31, 2017, as such

term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, our principal executive officer

and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls

and procedures were effective.

Disclosure controls and procedures are designed

to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported

within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated

to our management, including our principal executive officer and principal financial officer or persons performing similar functions,

as appropriate to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

Report does not include a report of management’s assessment regarding internal control over financial reporting due to a

transition period established by rules of the Securities and Exchange Commission for newly public companies.

This annual report

does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

As a smaller reporting company, management’s report is not subject to attestation by our registered public accounting firm.

of Disclosure Controls and Procedures

the supervision and with the participation of our management, including our principal executive officer and principal financial

and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end

of the fiscal year ended December 31, 2018, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during

the period covered by this report, our disclosure controls and procedures were effective.

controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is

recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such

information is accumulated and communicated to our management, including our principal executive officer and principal financial

officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s

Annual Report on Internal Control over Financial Reporting

is responsible for the preparation of our financial statements and related information.

Management uses its best judgment to ensure

that the financial statements present fairly, in material respects, our financial position and results of operations in conformity

with generally accepted accounting principles.

Management is responsible for establishing

and maintaining adequate internal control over financial reporting as defined in the Exchange Act.

These internal controls are

designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate

and that the judgments inherent in the preparation of financial statements are reasonable.

There are inherent limitations in the

effectiveness of any system of internal controls including the possibility of human error and overriding of controls.

Consequently,

an ineffective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial

Our internal control over financial reporting

includes policies and procedures that:

(i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect

our transactions;

(ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial

statements in accordance with generally accepted accounting principles and that the receipts and expenditures of company assets

are made in accordance with our management and directors authorization;

and (iii) provide reasonable assurance regarding the prevention

of or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial

Under the supervision of management, including

our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control

over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission (2013 framework) and subsequent guidance prepared by the Commission specifically for smaller

public companies as of December 31, 2018.

Based on that evaluation, our management concluded that our internal control over financial

reporting was effective as of December 31, 2018.

Our management, including our Chief Executive

Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will

prevent all error and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not

absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the

fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

Due to the inherent

limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances

of fraud, if any, within our company have been detected.

This annual report does not include an

attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s

report was not subject to attestation by the company’s registered public accounting firm pursuant to SEC rules that permit

us to provide only management’s report on internal control over financial reporting in this annual report on Form 10-K.

Changes in Internal Control over Financial

4 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth information about our directors and

executive officers as of April 16, 2018.

The following table sets forth information about our directors

and executive officers as of March 15, 2018.

Non-executive Chairman of the Board

1 unchanged sentence

President, Chief Financial Officer and Director

Chief Operating Officer

Michele Smith

Maryann Tseng

Below is a summary of the business experience of each of our executive

officers and directors

Below is a summary of the business experience of each of our

executive officers and directors

Anthony Ho has been our non-executive

24 unchanged sentences

company since August 2015.

From August 2018 until present, Mr.

Wang has served as the Chairman and CEO of TKK Symphony Acquisition

Corporation, a Nasdaq-listed SPAC focused on Asian consumer opportunities.

Since May 2017, Mr.

Wang has been the Vice General Manager (non-executive) of CMIG Capital Company Limited.

Wang has been the Vice General Manager

(non-executive) of CMIG Capital Company Limited.

From February 2016 to May 2017, Mr.

Wang was the Chief Executive Officer and Executive Director of China Minsheng Financial Holding

Corporation Limited (HKEx:

Wang was the Chief Executive Officer and Executive

Director of China Minsheng Financial Holding Corporation Limited (HKEx:

Since 1991, Mr.

Wang has been the founder, owner and manager of Amerinvest Group, a personal investment

Wang has been the founder, owner

and manager of Amerinvest Group, a personal investment firm.

From September 2015 until December 2017, Mr.

Wang was a Senior Advisor to TPG China, Limited (Growth Platform).

2006 to August 2015, Mr.

Wang was a Partner at TPG, served as a Co-Chairman of TPG Greater China and the Head of TPG Growth North

Wang was a Senior Advisor

to TPG China, Limited (Growth Platform).

From May 2006 to August 2015, Mr.

Wang was a Partner at TPG, served as a Co-Chairman of

TPG Greater China and the Head of TPG Growth North Asia.

Prior to joining TPG, Mr.

Wang was the CEO and Executive Director of TOM Group Limited (HKEx:

2383) from mid-2000 to early

2006, a Chinese-language media and internet conglomerate in Greater China.

Previously, Mr.

Wang was with Goldman Sachs from 1993

to 2000, including serving as the Head of China High Technology in Hong Kong, and manager at HSBC Private Equity from November

1992 to June 1993, and a strategic consultant with McKinsey & Co.

from November 1989 to September 1992.

Wang has served

on several boards, including:

Independent Non-Executive Director of Sands China Limited (since July 2017 to present);

of Evolution Media China (March 2016 until December 2017);

Non-executive director of China Renewable Energy Investment Limited

Wang was the CEO and Executive Director of TOM

Group Limited (HKEx:

2383) from mid-2000 to early 2006, a Chinese-language media and internet conglomerate in Greater China.

Wang was with Goldman Sachs from 1993 to 2000, including serving as the Head of China High Technology in Hong Kong, and manager

at HSBC Private Equity from November 1992 to June 1993, and a strategic consultant with McKinsey & Co.

from November 1989 to

September 1992.

Wang has served on several boards, including:

Independent Non-Executive Director of Sands China Limited (since

July 2017 to present);

Chairman of Evolution Media China (March 2016 until December 2017);

Non-executive director of China Renewable

Energy Investment Limited (HKEx:

987) (June 2011 to October 2015);

3 unchanged sentences

2318) (1994 to 2000);

and Director of China

Resources Land Limited (HKEx:

and Director of China Resources Land Limited (HKEx:

1109) (1996 to 1999).

Wang graduated from Yunnan University, China, with a Bachelor of Science

degree in Chemistry, and from the University of Oxford, UK, with multiple degrees including a Bachelor of Arts degree in Philosophy,

Politics and Economics, an Oxford Master of Arts, and a Master of Science degree in Forestry.

In addition, from June 2011 to May

Wang graduated from Yunnan University, China, with

a Bachelor of Science degree in Chemistry, and from the University of Oxford, UK, with multiple degrees including a Bachelor of

Arts degree in Philosophy, Politics and Economics, an Oxford Master of Arts, and a Master of Science degree in Forestry.

from June 2011 to May 2013, Mr.

Wang was a member of the Listing Committee of the Stock Exchange of Hong Kong.

From May 2011 to Nov 2015, Mr.

as the Chairman of the Industry Policy Committee (IPC) of China Venture Capital and Private Equity Association (CVCA).

a Standing Committee Member of the 9th, 10th and 11th Yunnan Provincial Committee of the Chinese People’s Political Consultative

Conference from January 2003 until January 2018.

From May 2011 to

Nov 2015, Mr.

Wang served as the Chairman of the Industry Policy Committee (IPC) of China Venture Capital and Private Equity Association

He was also a Standing Committee Member of the 9th, 10th and 11th Yunnan Provincial Committee of the Chinese People’s

Political Consultative Conference from January 2003 until January 2018.

Cannon has been our President,

3 unchanged sentences

a privately owned investment firm, focused on Asian private investments.

From June 2014 until July 2016, Mr.

Cannon was CEO and

a director of DT Asia Acquisition Corp, a Nasdaq-listed SPAC, which successfully consummated its merger with a Chinese company,

China Lending Corporation (NASD:

From June 2018 until present, Mr.

Cannon has served as

the CFO and President of Twelve Seas Investment Company, a Nasdaq-listed SPAC focused on European opportunities.

From June 2014

until July 2016, Mr.

Cannon was CEO and a director of DT Asia Acquisition Corp, a Nasdaq-listed SPAC, which successfully consummated

its merger with a Chinese company, China Lending Corporation (NASD:

From April 2010 until October 2014, Mr.

Cannon was a Partner and Head of China for RedBridge

Group Ltd, a boutique merchant banking firm focused on Chinese and Arabian Gulf cross-border investments.

From June 2009 until

October 2014, Mr.

Partner and Head of China for RedBridge Group Ltd, a boutique merchant banking firm focused on Chinese and Arabian Gulf cross-border

From June 2009 until October 2014, Mr.

Cannon was a senior advisor at Ackrell & Co, a U.S.

broker-dealer.

From May 2007 until April 2010, Mr.

served in various capacities with Hambrecht Asia Acquisition Corp., a Nasdaq-listed SPAC.

Cannon was a co-founder, initial

Chief Financial Officer and a director, and then VP of Acquisitions, for Hambrecht Asia Acquisition Corp.

From July 2005 until

October 2008, Mr.

Cannon served as a Managing Director of Asian investment banking for WR Hambrecht & Co.

Prior to WR Hambrecht

May 2007 until April 2010, Mr.

Cannon served in various capacities with Hambrecht Asia Acquisition Corp., a Nasdaq-listed SPAC.

Cannon was a co-founder, initial Chief Financial Officer and a director, and then VP of Acquisitions, for Hambrecht Asia Acquisition

From July 2005 until October 2008, Mr.

Cannon served as a Managing Director of Asian investment banking for WR Hambrecht

Prior to WR Hambrecht & Co, Mr.

Cannon worked at the following investment banking firms:

4 unchanged sentences

and Salomon Brothers (1991-1993).

Cannon graduated from

the University of Notre Dame with a Bachelor degree in Mechanical Engineering and a Bachelor degree in Economics.

currently an advisor to the Royal family of Cambodia.

In addition, he serves as a board member of the Cambodian Hotel Association.

Alan Kai Yuu Chow has been our Chief

Operating Officer since July 2017.

From September 2016 to April 2018, Mr.

Chow has been the Head of Operations of CM Asset Management

(Hongkong) Company Limited.

From February 2014 to September 2016, Mr.

Chow was Head of Operations and Risk Management of Neo-Criterion

Capital Limited, a boutique asset manager focused on China A-Shares investment.

From August 2012 to January 2014, Mr.

Vice President of Operations of the Absolute Return Platform under the China Everbright umbrella, where he was responsible for

running operations for this hedge fund platform.

From 2005 to 2012, Mr.

Chow held various roles in risk management and product

control on both the buy and sell sides, including at Goldman Sachs, Deutsche Bank, HSBC, and Maple Leaf Capital.

From 2000 to 2002,

Chow started his career as a software designer at Nortel Networks in Canada.

He graduated from Queen’s University of

Canada with an MBA degree in 2003 and a Bachelor of Science degree in Electrical Engineering in 2000.

Chow is a CAIA and FRM

Charterholder.

Bing Lin has been our director since

November 2016 and previously served as our Chairman and Chief Executive Officer from July 2017 through February 19, 2018.

had served as a Managing Director of CM Asset Management (Hongkong) Company Limited, the investment manager of our sponsor, from

March 2016 until December 2017.

From November 2014 to December 2015, Mr.

Lin founded and ran Gaohui Fund, a pan-Asia long/short

From February 2012 to October 2014, Mr.

Lin was an Executive Director and a member of the investment committee of

Keywise Capital Management (HK) Limited.

From November 2005 to December 2011, Mr.

Lin was a Principal and Chief Investment Officer

of MICH Investments Limited.

From August 2004 to October 2005, Mr.

Lin was a Portfolio Manager for SSgA’s Emerging Market

Equity group.

SSgA is one of the largest institutional asset managers worldwide.

From September 2002 to July 2004, Mr.

a research analyst of Joho Capital, LLC in New York.

From January 1998 to August 2000, Mr.

Lin was a CPA at Ernst & Young LLP

in the United States.

Lin received a B.A.

in Accounting from Franklin University in 1996, an M.S.

in accounting from Kent State

University in 1997, and an MBA from the Harvard Graduate School of Business Administration in 2002.

He lectures at Peking University

as an Adjunct Professor and is a standing committee member of the Shanghai Finance Federation.

Jiong Shao has been our director since

October 2017.

Cannon graduated from the University of Notre Dame with a Bachelor degree in Mechanical Engineering and a Bachelor degree in

Cannon is currently an advisor to the Royal family of Cambodia.

In addition, he serves as a board member of the

Cambodian Hotel Association.

Jiong Shao has been our director

since October 2017.

Shao recently joined Sorrento Therapeutics, a California based Nasdaq-listed biotech company as its Executive

34 unchanged sentences

a member of the New Jersey and New York bars and is on inactive status with the Massachusetts and Ohio bars.

Tzu Wen Maryann Tseng has been our director

since October 2017.

In October 2017, Ms.

Tseng joined CLSA Limited, a brokerage and investment group, as a Managing Director.

August 2010 to September 2017, Ms.

Tseng was an Executive Director with Morgan Stanley in the Institutional Equity Division, servicing

global financial managers.

Prior to Morgan Stanley, from July 2006 to May 2010, Ms.

Tseng was a Director at Deutsche Bank and BOCI,

specializing in equity markets.

Tsang graduated from the University of Calgary with a Bachelor of Arts in Economics, and earned

a certificate from the Stanford Senior Executive Leadership Program (including the completion of the Stanford Directors’

College in June 2017).

Our directors and officers will play a key

role in identifying, evaluating, and selecting target businesses, and structuring, negotiating and consummating our initial acquisition

Our directors and officers will play a

key role in identifying, evaluating, and selecting target businesses, and structuring, negotiating and consummating our initial

acquisition transaction.

Except as described below and under “—

Conflicts of Interest,”

none of these individuals is currently

a principal of or affiliated with a public company or blank check company that executed a business plan similar to our business

We believe that the skills and experience of these individuals, their collective access to acquisition opportunities and

ideas, their contacts, and their transaction expertise should enable them to identify successfully and effect an acquisition transaction,

although we cannot assure you that they will, in fact, be able to do so.

none of these individuals

is currently a principal of or affiliated with a public company or blank check company that executed a business plan similar to

our business plan.

We believe that the skills and experience of these individuals, their collective access to acquisition opportunities

and ideas, their contacts, and their transaction expertise should enable them to identify successfully and effect an acquisition

transaction, although we cannot assure you that they will, in fact, be able to do so.

Officer and Director Qualifications

Our officers and board of directors are composed

of a diverse group of leaders with a wide array of professional roles.

In these roles, they have gained experience in core management

skills, such as strategic and financial planning, financial reporting, compliance, risk management, and leadership development.

Many of our officers and directors also have experience serving on boards of directors and board committees of other companies,

and have an understanding of corporate governance practices and trends, which provides an understanding of different business processes,

challenges, and strategies.

Further, our officers and directors also have other experience that makes them valuable, managing and

investing assets or facilitating the consummation of business combinations.

Our officers and board of directors are

composed of a diverse group of leaders with a wide array of professional roles.

In these roles, they have gained experience in

core management skills, such as strategic and financial planning, financial reporting, compliance, risk management, and leadership

Many of our officers and directors also have experience serving on boards of directors and board committees of other

companies, and have an understanding of corporate governance practices and trends, which provides an understanding of different

business processes, challenges, and strategies.

Further, our officers and directors also have other experience that makes them

valuable, managing and investing assets or facilitating the consummation of business combinations.

We, along with our officers and directors,

2 unchanged sentences

an acquisition transaction.

Ho is well-qualified to serve as our non-executive

Chairman of the Board due to his in-depth knowledge and extensive experience in the global financial industry.

Wang is well-qualified to serve as our

Chief Executive Officer and Director due to his in-depth knowledge and

experience in the global capital markets, and specifically in private equity and public company investing, as well as his prior

experience as an officer and director of public companies for over 22 years.

Ho is well-qualified to serve as our

non-executive Chairman of the Board due to his in-depth knowledge and extensive experience in the global financial industry.

Wang is well-qualified to serve as

our Chief Executive Officer and Director due to his in-depth knowledge and experience in the global capital markets, and specifically

in private equity and public company investing, as well as his prior experience as an officer and director of public companies

for over 22 years.

We believe Mr.

Wang’s access to contacts

and sources, ranging from private and public company contacts, private equity funds and investment bankers will allow us to generate

acquisition opportunities and identify suitable acquisition candidates.

Cannon is well-qualified to serve as our

President, Chief Financial Officer and Director due to his in-depth knowledge and experience in the U.S.

and China capital markets

and his prior experience with special purpose acquisition companies.

Alan Kai Yuu Chow

Chow is well-qualified to serve as our

Chief Operating Officer due to his extensive experience as a senior manager of similar investment firms.

Lin is well-qualified to serve as a member

of our board of directors given his significant directorship experience, in-depth knowledge and experience in the Chinese and global

capital markets, and his board experience in the financial sector for over 18 years.

Shao is well-qualified to serve as a member

of our board of directors due to his extensive research experience and understanding of the financial markets, and currently servicing

as the CFO of a biotechnology company.

Wang’s access to contacts and sources, ranging from private and public company contacts,

private equity funds and investment bankers will allow us to generate acquisition opportunities and identify suitable acquisition

Cannon is well-qualified to serve as

our President, Chief Financial Officer and Director due to his in-depth knowledge and experience in the U.S.

and China capital

markets and his prior experience with special purpose acquisition companies.

Shao is well-qualified to serve as

a member of our board of directors due to his extensive research experience and understanding of the financial markets, and currently

servicing as the CFO of a biotechnology company.

Michele Ann Smith

Smith is well-qualified to serve as a member

of our board of directors given her depth and track record of successfully navigating legal issues of various scope and complexity

as an attorney.

Tzu Wen Maryann Tseng

Tseng is well-qualified to serve as a member

of our board of directors given her number of years of service in the global financial industry and prior experience as a board

Smith is well-qualified to serve as

a member of our board of directors given her depth and track record of successfully navigating legal issues of various scope and

complexity as an attorney.

Board Committees

14 unchanged sentences

and the performance of the Company’s internal audit function and internal control over financial

The Audit Committee held 2 meetings during 2017.

The Audit Committee held four meetings during 2018.

The members of the Audit

Committee are Jiong Shao, Michele Smith and Maryann Tseng, each of whom is an independent director under NASDAQ’s listing

Committee are Anthony Ho, Jiong Shao and Michele Smith, each of whom is an independent director under NASDAQ’s listing standards.

Jiong Shao is the Chairperson of the audit committee.

The Board has determined that both Maryann Tseng and Jiong Shao

each qualify as an “audit committee financial expert,”

The Board has determined that Jiong Shao qualifies as an “audit committee

financial expert,”

as defined under the rules and regulations of the SEC.

16 unchanged sentences

and other persons.

The Nominating Committee held no meetings during 2018.

The members of the Nominating

Committee are Jiong Shao, Michele Smith and Maryann Tseng, each of whom is an independent director under NASDAQ’s listing

Committee are Anthony Ho, Jiong Shao and Michele Smith, each of whom is an independent director under NASDAQ’s listing standards.

Jiong Shao is the Chairperson of the Nominating Committee.

24 unchanged sentences

into in connection with such initial business combination.

The members of the Compensation Committee are

Jiong Shao, Michele Smith and Maryann Tseng, each of whom is an independent director under NASDAQ’s listing standards.

The members of the Compensation Committee

are Jiong Shao, Michele Smith and Anthony Ho, each of whom is an independent director under NASDAQ’s listing standards.

Shao is the Chairperson of the Compensation Committee.

2 unchanged sentences

potential conflicts of interest:

None of our officers and directors is

required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time

among various business activities.

In the course of their other business

activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation

to our company as well as the other entities with which they are affiliated.

None of our officers and directors is required to commit

their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business

In the course of their other business activities, our

officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to

our company as well as the other entities with which they are affiliated.

Our management has pre-existing fiduciary duties and

1 unchanged sentence

be presented.

Our officers and directors may in the

future become affiliated with entities, including other blank check companies, engaged in business activities similar to

those intended to be conducted by our company.

The insider shares owned by our officers

and directors will be released from escrow only if a business combination is successfully completed and subject to certain other

Additionally, our officers and directors will not receive distributions from the trust account with respect to any

of their insider shares if we do not complete a business combination.

In addition, our officers and directors may loan funds to

us after the IPO and may be owed reimbursement for expenses incurred in connection with certain activities on our behalf which

would only be repaid if we complete an initial business combination.

For the foregoing reasons, the personal and financial interests

of our directors and executive officers may influence their motivation in identifying and selecting a target business, completing

a business combination in a timely manner and securing the release of their shares.

Under Cayman Islands law, directors owe the

following fiduciary duties:

duty to act in good faith in what the

director believes to be in the best interests of the company as a whole;

duty to exercise powers for the purposes

for which those powers were conferred and not for a collateral purpose;

should not properly fetter the exercise of future discretion;

duty not to put themselves in a position

in which there is a conflict between their duty to the company and their personal interests;

to exercise independent judgment.

In addition to the above, directors also owe

a duty of care which is not fiduciary in nature.

This duty has been defined as a requirement to act as a reasonably diligent person

having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions

as are carried out by that director in relation to the company and the general knowledge skill and experience which that director

As set out above, directors have a duty not

to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as

a result of their position.

However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized

in advance by the shareholders provided that there is full disclosure by the directors.

This can be done by way of permission granted

in the memorandum and articles of association or alternatively by shareholder approval at general meetings.

officers and directors may in the future become affiliated with entities, including other blank check companies, engaged

in business activities similar to those intended to be conducted by our company.

The insider shares owned by our officers and directors

will be released from escrow only if a business combination is successfully completed and subject to certain other limitations.

Additionally, our officers and directors will not receive distributions from the trust account with respect to any of their insider

shares if we do not complete a business combination.

In addition, our officers and directors may loan funds to us after the IPO

and may be owed reimbursement for expenses incurred in connection with certain activities on our behalf which would only be repaid

if we complete an initial business combination.

For the foregoing reasons, the personal and financial interests of our directors

and executive officers may influence their motivation in identifying and selecting a target business, completing a business combination

in a timely manner and securing the release of their shares.

Under Cayman Islands law, directors owe

the following fiduciary duties:

duty to act in good faith in what the director believes

to be in the best interests of the company as a whole;

duty to exercise powers for the purposes for which those

powers were conferred and not for a collateral purpose;

directors should not properly fetter the exercise of

future discretion;

duty not to put themselves in a position in which there

is a conflict between their duty to the company and their personal interests;

duty to exercise independent judgment.

In addition to the above, directors also

owe a duty of care which is not fiduciary in nature.

This duty has been defined as a requirement to act as a reasonably diligent

person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same

functions as are carried out by that director in relation to the company and the general knowledge skill and experience which that

director has.

As set out above, directors have a duty

not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit

as a result of their position.

However, in some instances what would otherwise be a breach of this duty can be forgiven and/or

authorized in advance by the shareholders provided that there is full disclosure by the directors.

This can be done by way of permission

granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings.

Accordingly, as a result of multiple business

11 unchanged sentences

to which they owe pre-existing fiduciary obligations and any successors to such entities have declined to accept such opportunities.

In order to minimize potential conflicts of

interest which may arise from multiple corporate affiliations, each of our officers and directors has contractually agreed, pursuant

to a written agreement with us, until the earliest of a business combination, our liquidation or such time as he ceases to be an

officer or director, to present to our company for our consideration, prior to presentation to any other entity, any suitable business

opportunity which may reasonably be required to be presented to us, subject to any pre-existing fiduciary or contractual obligations

he might have.

In order to minimize potential conflicts

of interest which may arise from multiple corporate affiliations, each of our officers and directors has contractually agreed,

pursuant to a written agreement with us, until the earliest of a business combination, our liquidation or such time as he ceases

to be an officer or director, to present to our company for our consideration, prior to presentation to any other entity, any suitable

business opportunity which may reasonably be required to be presented to us, subject to any pre-existing fiduciary or contractual

obligations he might have.

The following table summarizes the current

1 unchanged sentence

Name of Affiliated Company

Name of Individual

Priority/Preference relative to CM Seven

of Individual

Priority/Preference

relative to CM Seven Star

Acquisition Corporation

CM Asset Management (Hongkong) Company Limited

Anthony Ho, Patrick Ho

CM Asset Management will have priority over us;

1 unchanged sentence

Shareholder Value Fund (our sponsor)

Anthony Ho, Patrick Ho

Shareholder Value Fund will have priority over us;

however, as Shareholder Value Fund does not generally seek investments in excess of $50 million, we anticipate being given the opportunity to review all potential targets of greater than that size that our management team becomes aware of.

Sorrento Therapeutics

Sorrento Therapeutics will have priority over us.

Maryann Tseng

CLSA Limited will have priority over us.

Texas Kang Kai Capital Management (Hong Kong) Limited

Texas Kang Kai Capital Management (Hong Kong) Limited will have priority over us.

In connection with the vote required for any

business combination, all of our existing shareholders, including all of our officers and directors, have agreed to vote their

In connection with the vote required for

any business combination, all of our existing shareholders, including all of our officers and directors, have agreed to vote their

respective insider shares and private shares in favor of any proposed business combination.

26 unchanged sentences

Code of Ethics

We adopted a code of conduct and

ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws.

The code of ethics

codifies the business and ethical principles that govern all aspects of our business.

We adopted a code of conduct

and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws.

of ethics codifies the business and ethical principles that govern all aspects of our business.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act

of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than

10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership

and reports of changes in ownership of our ordinary shares and other equity securities.

These executive officers, directors, and

greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by

such reporting persons.

Based solely on our review of such forms furnished

to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive

officers, directors and greater than 10% beneficial owners were filed in a timely manner.

Section 16(a) of the Securities Exchange

Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more

than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of

ownership and reports of changes in ownership of our ordinary shares and other equity securities.

These executive officers, directors,

and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed

by such reporting persons.

Based solely on our review of such forms

furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable

to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.

EXECUTIVE COMPENSATION

Employment Agreements

We have not entered into any employment agreements

with our executive officers, and have not made any agreements to provide benefits upon termination of employment.

We have not entered into any employment

agreements with our executive officers, and have not made any agreements to provide benefits upon termination of employment.

Executive Officers and Director Compensation

10 unchanged sentences

which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following table sets forth as of April

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following table sets forth as of March

15, 2019 the number of ordinary shares beneficially owned by (i) each person who is known by us to be the beneficial owner of more

2 unchanged sentences

and directors as a group.

10, 2018, we had 26,323,092 ordinary shares issued

As of March 15, 2019, we had 26,323,092 ordinary shares issued

and outstanding.

Unless otherwise indicated, we believe that

all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by

Unless otherwise indicated, we believe

that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned

The following table does not reflect record of beneficial ownership of any ordinary shares issuable upon exercise of the

warrants or conversion of rights, as the warrants are not exercisable within 60 days of April

10, 2018 and the rights are not convertible

within 60 days of April

warrants or conversion of rights, as the warrants are not exercisable within 60 days of March 15, 2019 and the rights are not convertible

within 60 days of March 15, 2019.

Name and Address of Beneficial Owner (1)

Amount and Nature

of Beneficial

3 unchanged sentences

Michele Smith

Maryann Tseng

Asset Management LP (3)

Glazer Capital, LLC(3)

Weiss Asset Management LP (4)

WAM GP LLC (4)

Weiss, PH.D.(4)

Asset Management Partners Inc.

directors and executive officers as a group (8 individuals)

Polar Asset Management Partners Inc.

All directors and executive officers as a group (5 individuals)

* Less than 1%.

1 unchanged sentence

of the individuals is c/o CM Seven Star Acquisition Corporation, Suite 1306, 13/F, AIA Central, 1 Connaught Road, Central, Hong

Stephen Ma, Suite 1306, 13/F, AIA Central, 1 Connaught

Anthony Ho, Suite 1306, 13/F, AIA Central, 1 Connaught

Road, a director of Shareholder Value Fund, has voting and dispositive power over the shares owned by Shareholder Value Fund.

on a Schedule 13G filed by the reporting persons.

The address for the reporting persons

is 222 Berkeley St., 16th floor, Boston, Massachusetts 02116.

Weiss Asset Management

is the sole investment manager to a private investment partnership (the “Partnership”)

and a private investment fund (“Fund”).

WAM GP is the sole general partner

of Weiss Asset Management.

Andrew Weiss is the managing member of WAM GP.

Shares reported

for WAM GP, Andrew Weiss and Weiss Asset Management include shares beneficially owned

by the Partnership and the Fund.

on a Schedule 13G filed by the reporting person.

The address for the reporting person

is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada.

Schwartz is the VP, Legal and Compliance for the reporting person.

(3) Based on a Schedule 13G filed by the reporting persons.

The address for the reporting persons is 250 West 55th Street, Suite 30A, New York, New York 10019.

Glazer serves as the

Managing Member of Glazer Capital.

(4) Based on a Schedule 13G filed by the reporting persons.

The address for the reporting persons is 222 Berkeley St., 16th floor, Boston, Massachusetts 02116.

Weiss Asset Management is

the sole investment manager to a private investment partnership (the “Partnership”) and a private investment fund

(“Fund”).

WAM GP is the sole general partner of Weiss Asset Management.

Andrew Weiss is the managing member of WAM

Shares reported for WAM GP, Andrew Weiss and Weiss Asset Management include shares beneficially owned by the Partnership and

(5) Based on a Schedule 13G filed by the reporting person.

The address for the reporting person is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada.

Jennifer Schwartz

is the VP, Legal and Compliance for the reporting person.

All of the insider shares issued and outstanding

9 unchanged sentences

to Shareholder Value Fund, our sponsor, which were released from escrow for cancellation on November 7, 2017.

During the escrow period, the holders of these

shares will not be able to sell or transfer their securities except (i) for transfers to our officers, directors or their respective

affiliates (including for transfers to an entity’s members upon its liquidation), (ii) to relatives and trusts for estate

planning purposes, (iii) by virtue of the laws of descent and distribution upon death, (iv) pursuant to a qualified domestic relations

order, (v) by certain pledges to secure obligations incurred in connection with purchases of our securities, (vi) by private sales

made at or prior to the consummation of a business combination at prices no greater than the price at which the shares were originally

purchased or (vii) to us for no value for cancellation in connection with the consummation of our initial business combination,

in each case (except for clause (vii)) where the transferee agrees to the terms of the escrow agreement, but will retain all other

rights as our shareholders, including, without limitation, the right to vote their ordinary shares and the right to receive cash

dividends, if declared.

If dividends are declared and payable in ordinary shares, such dividends will also be placed in escrow.

If we are unable to effect a business combination and liquidate the trust account, none of our initial shareholders will receive

any portion of the liquidation proceeds with respect to their insider shares.

During the escrow period, the holders of

these shares will not be able to sell or transfer their securities except (i) for transfers to our officers, directors or their

respective affiliates (including for transfers to an entity’s members upon its liquidation), (ii) to relatives and trusts

for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon death, (iv) pursuant to a qualified

domestic relations order, (v) by certain pledges to secure obligations incurred in connection with purchases of our securities,

(vi) by private sales made at or prior to the consummation of a business combination at prices no greater than the price at which

the shares were originally purchased or (vii) to us for no value for cancellation in connection with the consummation of our initial

business combination, in each case (except for clause (vii)) where the transferee agrees to the terms of the escrow agreement,

but will retain all other rights as our shareholders, including, without limitation, the right to vote their ordinary shares and

the right to receive cash dividends, if declared.

If dividends are declared and payable in ordinary shares, such dividends will

also be placed in escrow.

If we are unable to effect a business combination and liquidate the trust account, none of our initial

shareholders will receive any portion of the liquidation proceeds with respect to their insider shares.

In order to meet our working capital needs

3 unchanged sentences

by a promissory note.

The notes could either be paid upon consummation of our initial business combination, without interest, or,

The notes would either be paid upon consummation of our initial business combination, without interest, or,

at the lender’s discretion, up to $500,000 of the notes may be converted upon consummation of our business combination into

2 unchanged sentences

if $500,000 of notes were so converted).

Our shareholders have approved any issuance of the units and underlying securities upon

conversion of such notes, to the extent an optional conversion is included and the holder wishes to so convert them at the time

of the consummation of our initial business combination.

Our shareholders have approved the issuance of the units and underlying securities upon

conversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business

If we do not complete a business combination, the loans will not be repaid.

1 unchanged sentence

as that term is defined under the federal securities laws.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Insider Shares

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

In July 2017, we issued an aggregate of

4,312,500 ordinary shares to certain of our initial shareholders for $25,000 in cash, at a purchase price of $0.006 share.

On October 25,

2017, an additional 862,500 shares of the Company were issued to the Initial Shareholders for an aggregate amount of $6,038 in

order to maintain our initial shareholder’s ownership percentage at 20% of the share sold in the IPO.

On November 3, 2017, the underwriters exercised

a portion of their over-allotment option.

Shareholder Value Fund, our sponsor, forfeited 15,927 insider shares in proportion to

the portion of the over-allotment option that was not exercised.

We recorded the forfeited shares as treasury stock and simultaneously

retired the shares.

Such forfeited shares were immediately cancelled which resulted in the retirement of the treasury shares and

a corresponding charge to additional paid-in capital.

Private Units

25, 2017, an additional 862,500 shares of the Company were issued to the Initial Shareholders for an aggregate amount of $6,038

in order to maintain our initial shareholder’s ownership percentage at 20% of the share sold in the IPO.

The underwriters exercised a portion of

their over-allotment option.

Shareholder Value Fund, our sponsor, forfeited 15,927 insider shares in proportion to the portion

of the over-allotment option that was not exercised.

We recorded the forfeited shares as treasury stock and simultaneously retired

Such forfeited shares were immediately cancelled which resulted in the retirement of the treasury shares and a corresponding

charge to additional paid-in capital.

On October 25, 2017, we sold 862,500 shares

in conjunction with an increase in the size of the IPO to maintain our initial shareholder’s ownership at a percentage of

the number of shares sold in the IPO.

30, 2017, simultaneously with the consummation of the IPO, we consummated a private placement with our Sponsor of 475,000 Private

6 unchanged sentences

gross proceeds of $527,260.

Related Party Loans

In order to meet our working capital needs

following the consummation of the IPO, our initial shareholders, officers and directors and their respective affiliates may, but

are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion.

Each loan would be evidenced by a promissory note.

The notes would either be paid upon consummation of our initial business combination,

without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon consummation of our business

combination into private units at a price of $10.00 per unit (which, for example, would result in the holders being issued units

to acquire 55,000 ordinary shares (which includes 5,000 shares issuable upon conversion of rights) and warrants to purchase 25,000

ordinary shares if $500,000 of notes were so converted).

Our shareholders have approved any issuance of the units and underlying

securities upon conversion of such notes, to the extent an optional conversion is included and the holder wishes to so convert

them at the time of the consummation of our initial business combination.

If we do not complete a business combination, the loans

would not be repaid.

On April 9, 2018, our sponsor agreed to loan

to us an additional $500,000 pursuant to a non-convertible non-interest bearing promissory note, which will be repaid promptly

after the date on which we consummate a business combination.

In the event that we are unable to consummate a business combination,

as described in the prospectus relating to the IPO, the balance of such note will be forgiven and our sponsor will not be entitled

to any payment thereunder.

The holders of our insider shares issued and

outstanding on the date of the IPO, as well as the holders of the private units (and all underlying securities) and any securities

order to meet our working capital needs following the consummation of the IPO, our initial shareholders, officers and directors

and their respective affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount

they deem reasonable in their sole discretion (“Working Capital Loans”).

Each loan would be evidenced by a promissory

The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s

discretion, up to $500,000 of the notes may be converted upon consummation of our business combination into private units at a

price of $10.00 per unit (which, for example, would result in the holders being issued units to acquire 55,000 ordinary shares

(which includes 5,000 shares issuable upon conversion of rights) and warrants to purchase 25,000 ordinary shares if $500,000 of

notes were so converted).

Our shareholders have approved the issuance of the units and underlying securities upon conversion of

such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination.

If we do not complete a business combination, the loans would not be repaid.

There was no outstanding balance under Working

Capital Loans from related party as of December 31, 2018 and 2017.

On May 23, 2018, the Sponsor loaned to

the Company an additional $500,000 pursuant to a non-convertible non-interest bearing promissory note, which will be repaid promptly

after the date on which the Company consummates a Business Combination.

In the event that the Company is unable to consummate a

Business Combination, the balance of such note will be forgiven and the Sponsor will not be entitled to any payment thereunder.

The holders of our insider shares issued

and outstanding on the date of the IPO, as well as the holders of the private units (and all underlying securities) and any securities

our initial shareholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us,

39 unchanged sentences

are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third

On January 24, 2019 we issued an unsecured

promissory note in the aggregate principal amount of up to $1,100,000 to Shareholder Value Fund, the Company’s initial public

offering sponsor (“SVF”).

$1,100,000 has been fully drawn down on January 24, 2019.

The note does not bear interest

and matures upon closing of a business combination.

In the event that the company does not close a business combination, the note

will not be repaid.

On January 24, 2019 our Sponsor and Kaixin

extended the time available to us to complete a business combination to April 30, 2019 by depositing $2,063,629.30 into our trust

In conjunction with the extension, we issued unsecured promissory notes in the aggregate principal amount of $2,063,629.30

to SVF and Kaixin in exchange for those entities depositing such amount into the Company’s trust account.

The notes do not

bear interest and mature upon closing of a business combination by us.

In addition, the notes may be converted by the holder into

our units (identical to the units issued in our initial public offering) at a price of $10.00 per unit.

Related Party Policy

Our Code of Ethics requires us to avoid, wherever

possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines

approved by the board of directors (or the audit committee).

Related-party transactions are defined as transactions in which (1)

the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries

is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial

owner of our ordinary shares, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have

a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of

another entity).

A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult

to perform his or her work objectively and effectively.

Conflicts of interest may also arise if a person, or a member of his or

her family, receives improper personal benefits as a result of his or her position.

We also require each of our directors and executive

officers to annually complete a directors’

Our Code of Ethics requires us to avoid,

wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under

guidelines approved by the board of directors (or the audit committee).

Related-party transactions are defined as transactions

in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our

subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than

5% beneficial owner of our ordinary shares, or (c) immediate family member, of the persons referred to in clauses (a) and (b),

has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial

owner of another entity).

A conflict of interest situation can arise when a person takes actions or has interests that may make

it difficult to perform his or her work objectively and effectively.

Conflicts of interest may also arise if a person, or a member

of his or her family, receives improper personal benefits as a result of his or her position.

We also require each of our directors and

executive officers to annually complete a directors’

and officers’

questionnaire that elicits information about related party

transactions.

questionnaire that elicits information about related

party transactions.

Our audit committee, pursuant to its written

17 unchanged sentences

of a director, employee or officer.

To further minimize potential conflicts of

interest, we have agreed not to consummate a business combination with an entity which is affiliated with any of our initial shareholders

unless we obtain an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated

shareholders from a financial point of view.

Furthermore, in no event will any of our existing officers, directors or initial shareholders,

or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or

for any services they render in order to effectuate, the consummation of a business combination.

To further minimize potential conflicts

of interest, we have agreed not to consummate a business combination with an entity which is affiliated with any of our initial

shareholders unless we obtain an opinion from an independent investment banking firm that the business combination is fair to our

unaffiliated shareholders from a financial point of view.

Furthermore, in no event will any of our existing officers, directors

or initial shareholders, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other

compensation prior to, or for any services they render in order to effectuate, the consummation of a business combination.

Director Independence

5 unchanged sentences

Public Accounting Fees

During the period from November 28, 2016 (inception)

through December 31, 2017, the firm of UHY LLP, has acted as our principal independent registered public accounting firm.

The following

is a summary of fees paid or to be paid to UHY LLP for services rendered.

Audit fees consist of fees billed

for professional services rendered for the audit of our year-end financial statements and services that are normally provided by

UHY LLP in connection with regulatory filings.

During the period from November 28, 2016

(inception) through December 31, 2017, the firm of UHY LLP, has acted as our principal independent registered public accounting

The following is a summary of fees paid or to be paid to UHY LLP for services rendered.

Audit fees consist of fees

billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided

by UHY LLP in connection with regulatory filings.

The aggregate fees billed by UHY LLP for professional services rendered for the

audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods,

the registration statement, the closing 8-K and other required filings with the SEC for the period from November 28, 2016 (inception)

through December 31, 2016 and for the year ended December 31, 2017 totaled $0 and $132,389, respectively.

The above amounts include

interim procedures and audit fees, as well as attendance at audit committee meetings.

the registration statement, the closing 8-K and other required filings with the SEC for the years ended December 31, 2017 and 2018

totaled $132,389 and $120,634, respectively.

The above amounts include interim procedures and audit fees, review of required filings

with the SEC, as well as attendance at audit committee meetings.

Audit-Related Fees.

We did not pay UHY LLP

for consultations concerning financial accounting and reporting standards during the period from November 28, 2016 (inception)

through December 31, 2016 and for the year ended December 31, 2017.

We did not pay UHY LLP for tax planning

and tax advice for the period from November 28, 2016 (inception) through December 31, 2016 and for the year ended December 31,

We did not pay UHY

LLP for consultations concerning financial accounting and reporting standards during the years ended December 31, 2017 and 2018.

We did not pay UHY LLP for tax

planning and tax advice for the years ended December 31, 2017 and 2018.

All Other Fees.

We did not pay UHY LLP for

other services for the period from November 28, 2016 (inception) through December 31, 2016 and for the year ended December 31,

We did not pay UHY LLP

for other services for the years ended December 31, 2017 and 2018.

Pre-Approval of Services

audit committee had not yet been formed when the work commenced in 2017, the audit committee was not able to pre-approve all of

the foregoing services, although all such services were approved by our board of directors.

our audit committee had not yet been formed when the work commenced in 2017, the audit committee was not able to pre-approve all

of the foregoing services, although all such services were approved by our board of directors.

All services subsequent to the formation

14 unchanged sentences

(incorporated by reference to Exhibit 1.2 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on September 29, 2017)

Share Exchange Agreement dated November 2, 2018 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-k filed with the Securities & Exchange Commission on November 6, 2018)

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 18, 2017)

13 unchanged sentences

(incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 18, 2017)

Promissory Note in the principal amount of $1,100,000 dated January 24, 2019

Promissory Note in the principal amount of $1,013,629.30 dated January 24, 2019

Promissory Note in the principal amount of $1,050,000.00

Convertible Loan Agreement dated January 28, 2019 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 1, 2019)

Subscription Agreement dated January 29, 2019 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 1, 2019)

Form of Code of Ethics (incorporated by reference to Exhibit 14 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 18, 2017)

2 unchanged sentences

Form of Compensation Committee Charter (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 18, 2017)

Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.

Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document

4 unchanged sentences

XBRL Taxonomy Extension Presentation Linkbase Document

Pursuant to the requirements of Section 13 or 15(d) of the

Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of

the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CM SEVEN STAR ACQUISITION CORPORATION

April 16, 2018

/s/ Stephen N.

Chief Financial Office

Pursuant to the requirements of the Securities Exchange Act of 1934,

this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

March 22, 2019

Pursuant to the requirements of the Securities Exchange Act

of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the

dates indicated.

Pursuant to the requirements of the Securities

Act of 1933, this report has been signed below by the following persons in the capacities and on the dates indicated.

Director, Chairman

April 16, 2018

Chief Executive Officer

April 16, 2018

(Principal Executive

President, Chief

Financial Officer and Director

April 16, 2018

(Principal Accounting

and Financial Officer)

April 16, 2018

Chief Executive Officer and Director

March 22, 2019

(Principal Executive Officer)

President, Chief Financial Officer and Director

March 22, 2019

(Principal Accounting and Financial Officer)

March 22, 2019

Michele Smith

April 16, 2018

Maryann Tseng

EXHIBIT INDEX

3 unchanged sentences

(incorporated by reference to Exhibit 1.2 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on September 29, 2017)

Share Exchange Agreement dated November 2, 2018 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-k filed with the Securities & Exchange Commission on November 6, 2018)

13 unchanged sentences

(incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 18, 2017)

Promissory Note dated April 9, 2018 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 13, 2018)

Promissory Note in the principal amount of $1,100,000 dated January 24, 2019

Promissory Note in the principal amount of $1,013,629.30 dated January 24, 2019

Promissory Note in the principal amount of $1,050,000.00

Convertible Loan Agreement dated January 28, 2019 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 1, 2019)

Subscription Agreement dated January 29, 2019 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 1, 2019)

Form of Code of Ethics (incorporated by reference to Exhibit 14 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 18, 2017)

20 unchanged sentences

Notes to Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Shareholders

Seven Star Acquisition Corporation

on the Financial Statements

have audited the accompanying balance sheets of CM Seven Star Acquisition Corporation (the “Company”) as of December

31, 2017 and 2016, and the related statements of operations, changes in shareholders’

equity, and cash flows for the year

ended December 31, 2017 and the period from November 28, 2016 to December 31, 2016, and the related notes (collectively referred

to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for the year ended

December 31, 2017 and the period from November 28, 2016 to December 31, 2016, in conformity with accounting principles generally

accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on

the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company

Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but

not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

CM Seven Star Acquisition Corporation

Opinion on the Financial Statements

We have audited the accompanying balance

sheets of CM Seven Star Acquisition Corporation (the “Company”) as of December 31, 2018 and 2017, and the related statements

of operations, changes in shareholders’

equity, and cash flows for each of the years in the two-year period ended December

31, 2018, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results

of its operations and its cash flows for each of the years in the two-year period ended December 31, 2018, in conformity with accounting

principles generally accepted in the United States of America.

Substantial Doubt about the Company’s

Ability to Continue as a Going Concern

The accompanying financial statements

have been prepared assuming the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, if

the Company is not able to consummate a business combination before April 30, 2019, the Company will commence an automatic winding

up, dissolution and liquidation unless it seeks and receives the consent of its shareholders to otherwise extend the life of the

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based

on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance

with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about

whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required

to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are

required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We have served as

the Company’s auditor since 2017.

Our audits included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures

in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made

by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a

reasonable basis for our opinion.

We have served as the Company’s auditor since 2017.

New York, New York

April 16, 2018

March 22 , 2019

CM SEVEN STAR ACQUISITION CORPORATION

2 unchanged sentences

Total Current Assets

Cash held in Trust Account

Cash and securities held in Trust Account

$ 210,554,208

$ 207,010,349

Liabilities and Shareholders’

Accounts payable and accrued expense

Accounts payable and accrued expenses

Due to related parties

Due to Sponsor

Total current liabilities

Ordinary shares subject to possible redemption, 20,199,048 shares at redemption value at December 31, 2017

Ordinary shares subject to possible redemption, 20,424,778 and 20,199,048 shares at redemption value at December 31, 2018 and 2017, respectively

Shareholders’

Equity (Deficit):

Preferred shares, $0.0001 par value;

3 unchanged sentences

200,000,000 shares authorized;

6,124,044 shares (excluding 20,199,048 shares subject to possible redemption) and 1 share issued and outstanding at December 31, 2017 and 2016, respectively

5,898,314 shares (excluding 20,424,778 shares subject to possible redemption) and 6,124,044 shares (excluding 20,199,048 shares subject to possible redemption) issued and outstanding at December 31, 2018 and 2017, respectively

Additional paid-in capital

Accumulated earnings (deficit)

Retained earnings

Total shareholders’

equity (deficit)

Total Liabilities and Shareholders’

$ 210,554,208

The accompanying notes are an integral

part of these financial statements.

$ 207,010,349

The accompanying notes are an integral part

of these financial statements.

CM SEVEN STAR ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

For the Period from

November 28, 2016 to

December 31, 2017

December 31, 2016

For the Years Ended

Formation and operating costs

Loss from operations

Realized loss from sale of investment

Interest income

Total other income

Net income (loss)

Weighted average shares outstanding, basic and diluted

Basic and diluted net income per ordinary share

The accompanying notes are an integral

part of these financial statements.

The accompanying notes are an integral part

of these financial statements.

CM SEVEN STAR ACQUISITION CORPORATION

3 unchanged sentences

Equity (Deficit)

Balance as of November 28, 2016 (Inception)

Issuance of ordinary shares to director upon formation

Balance as of December 31, 2016

Balance as of January 1, 2017

Cancellation of ordinary shares to director

11 unchanged sentences

Reclassification of ordinary shares subject to possible conversion

(20,199,048 )

(201,988,460 )

(201,990,480 )

Balance as of December 31, 2017

The accompanying notes are an integral part of these financial statements.

Reclassification of ordinary shares subject to possible conversion

Balance as of December 31, 2018

(1) This number excludes 20,424,778 and 20,199,048 ordinary

shares subject to possible redemption at December 31, 2018 and 2017, respectively.

The accompanying notes are an integral part

of these financial statements.

CM SEVEN STAR ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

November 28, 2016

to December 31,

For the Years Ended

Cash Flows from Operating Activities:

Net income (loss)

Adjustments to reconcile net income/(loss) to net cash used in operating activities:

Formation costs paid by related party

Adjustments to reconcile net income to net cash used in operating activities:

Realized loss from sale of investment

Interest earned on investment held in Trust Account

7 unchanged sentences

(206,362,930 )

Proceeds from sale of investment held in Trust Account

Proceeds from sales and redemptions of investment held in Trust Account

Purchase of investment held in Trust Account

(626,140,347 )

(179,999,831 )

Net cash used in investing activities

3 unchanged sentences

Proceeds from private placement

Proceeds from underwriter’s unit purchase option

Proceeds from sale of ordinary shares to initial shareholders

Proceeds from Sponsor loan

Proceeds from underwriter’s unit purchase option

Repayment of advances from related party

Repayment of Sponsor loan

Repayment of advances from related party

Payments of deferred offering costs

Net cash provided by financing activities

Net Change in Cash

Net cash provided from financing activities

Net (Decrease) Increase in Cash

Cash - Beginning

Cash - Ending

Supplemental Disclosure of Non-cash Financing Activities:

Payments of prepaid expenses associated with proposed public offering made by related party

The accompanying notes are an integral

part of these financial statements.

The accompanying notes are an integral part

of these financial statements.

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

For the Period from November 28,

2016 to December 31, 2016 and For the Year Ended December 31, 2017

December 31, 2018

Note 1 —

7 unchanged sentences

efforts to identify a prospective target business will not be limited to a particular industry or geographic location.

As of December 31, 2017, the Company had not

yet commenced any operations.

As of December 31, 2018, the Company had

not yet commenced any operations generating revenue.

The Company has selected December 31 as its fiscal year end.

6 unchanged sentences

proceeds of $180,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the sale of 475,000 units (the “Private Units”) at a price of $10.00 per Unit

in a private placement to the Company’s sponsor (the “Sponsor”), generating gross proceeds of $4,750,000, which

is described in Note 4.

Contained in the underwriting agreement for

the Public Offering is an overallotment option allowing the underwriters to purchase from the Company up to an additional 2,700,000

Simultaneously with the closing of the

Initial Public Offering, the Company consummated the sale of 475,000 units (the “Private Units”) at a price of $10.00

per Unit in a private placement to the Company’s sponsor (the “Sponsor”), generating gross proceeds of $4,750,000,

which is described in Note 4.

Contained in the underwriting agreement

for the Public Offering is an overallotment option allowing the underwriters to purchase from the Company up to an additional 2,700,000

Public Units and the sale of an additional 54,000 Private Units at $10.00 per Unit (as described in Note 3 –

1 unchanged sentence

Offering and Note 4 - Private Placement).

The Company received a commitment from the Sponsor to purchase additional Private Units

in order to maintain the amount of cash in the Trust equal to $10.00 per Public Share (as described in Note 4 - Private Placement).

On November 3, 2017, the underwriters exercised

10 unchanged sentences

exercise of over-allotment option on November 3, 2017, an additional $26,362,930 of net proceeds

($10.00 per Unit) was placed in the Trust Account, bringing the aggregate proceeds held in the Trust Account to $206,362,930.

($10.00 per Unit) was placed in the Trust Account, bringing the aggregate proceeds held in the Trust Account to $206,362,930, as

of November 3, 2017.

The funds in the Trust Account can be invested

6 unchanged sentences

Initial Business Combination

The Company’s management has broad discretion with respect

to the specific application of the net proceeds of the Initial Public Offering and the Private Units, although substantially all

of the net proceeds are intended to be generally applied toward consummating a Business Combination.

The Company’s Business

Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance

in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a Business

However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires

50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient

for it not to be required to register as an investment company under the Investment Company Act.

There is no assurance that the

Company will be able to successfully effect a Business Combination.

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

For the Period from November 28,

2016 to December 31, 2016 and For the Year Ended December 31, 2017

The Company will provide its shareholders with

the opportunity to redeem all or a portion of their shares included in the Public Units sold in the Initial Public Offering (the

“Public Shares”) upon the completion of a Business Combination either (i) in connection with a shareholder meeting

The Company’s management has broad

discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Units, although

substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination.

The Company’s

Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of

the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into

a Business Combination.

However, the Company will only complete a Business Combination if the post-Business Combination company

owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in

the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its shareholders

with the opportunity to redeem all or a portion of their shares included in the Public Units sold in the Initial Public Offering

(the “Public Shares”) upon the completion of a Business Combination either (i) in connection with a shareholder meeting

called to approve the Business Combination or (ii) by means of a tender offer.

4 unchanged sentences

released to the Company to pay its tax obligations).

The ordinary shares subject to redemption will

be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance

with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such

consummation of a Business Combination and a majority of the issued and outstanding shares voted are voted in favor of the Business

If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business

or other legal reasons, the Company will, pursuant to Amended and Restated Memorandum and Articles of Association, conduct the

redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer

documents with the SEC prior to completing a Business Combination.

If, however, a shareholder approval of the transaction is required

by law, or the Company decides to obtain shareholder approval for business or other legal reasons, the Company will offer to redeem

shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

Company seeks shareholder approval in connection with a Business Combination, the Initial Shareholders (defined in Note 5 - Related

Party Transactions) have agreed to vote their initial shares and private shares, as well as any public shares acquired in or after

this offering, in favor of any proposed business combination.

Additionally, each public shareholder may elect to redeem their Public

Shares irrespective of whether they vote for or against the proposed transaction.

The Company will have 15 months from the closing

of the Initial Public Offering to consummate a Business Combination (the “Combination Period”).

If the Company is unable

to complete a Business Combination within the Combination Period, it will trigger the automatic winding up, dissolution and liquidation

pursuant to the terms of the Amended and Restated Memorandum and Articles of Association.

However, if the Company anticipates that

it may not be able to consummate a Business Combination within 15 months, the Company may, but is not obligated to, extend the

period of time to consummate a Business Combination by an additional three months (for a total of up to 18 months to complete a

Business Combination).

Pursuant to the terms of the Amended and Restated Memorandum and Articles of Association and the trust agreement

entered into between the Company and Continental Stock Transfer & Trust Company, LLC, in order to extend the time available

for the Company to consummate a Business Combination, the Company’s insiders or their affiliates or designees, upon five

days advance notice prior to the applicable deadline, must deposit into the trust account $2,063,629 ($0.10 per share), on or prior

to the date of the applicable deadline.

The insiders will receive a non-interest bearing, unsecured promissory note equal to the

amount of any such deposit that will not be repaid in the event that the Company is unable to close a Business Combination unless

there are funds available outside the trust account to do so.

Such notes would either be paid upon consummation of the initial

Business Combination, or, at the lender’s discretion, converted upon consummation of the Business Combination into additional

private units at a price of $10.00 per unit.

The Company’s stockholders have approved the issuance of the private units upon

conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of a Business

In the event that the Company receives notice from its insiders five days prior to the applicable deadline of their

intent to effect an extension, the Company intends to issue a press release announcing such intention at least three days prior

to the applicable deadline.

In addition, the Company intends to issue a press release the day after the applicable deadline announcing

whether or not the funds had been timely deposited.

The Company’s insiders and their affiliates or designees are not obligated

to fund the trust account to extend the time for the Company to complete its initial Business Combination.

To the extent that some,

but not all, of the Company’s insiders, decide to extend the period of time to consummate its initial Business Combinations,

such insiders (or their affiliates or designees) may deposit the entire amount required.

The amount in the Trust Account (less the aggregate

nominal par value of the shares of the Company’s public shareholders) under the Companies Law will be treated as share premium

which is distributable under the Companies Law provided that immediately following the date on which the proposed distribution

is proposed to be made, the Company is able to pay the debts as they fall due in the ordinary course of business.

If the Company

is forced to liquidate the Trust Account, the public shareholders would be distributed the amount in the Trust Account calculated

as of the date that is two days prior to the distribution date (including any accrued interest).

The Initial Shareholders have agreed to (i)

vote their insider shares (as well as any Public Shares acquired in or after this offering) in favor of any proposed Business Combination

(ii) waive their conversion rights with respect to their initial share (as well as any other shares acquired in or after this offering)

in connection with the consummation of a Business Combination, (iii) to waive their rights to liquidating distributions from the

Trust Account with respect to their initial shares if the Company fails to consummate a Business Combination within the Combination

Period and (iv) not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association

that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company

does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their

shares in conjunction with any such amendment.

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

For the Period from November 28,

2016 to December 31, 2016 and For the Year Ended December 31, 2017

The ordinary shares subject to redemption

will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in

accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001

upon such consummation of a Business Combination and a majority of the issued and outstanding shares voted are voted in favor of

the Business Combination.

If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote

for business or other legal reasons, the Company will, pursuant to Amended and Restated Memorandum and Articles of Association,

conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file

tender offer documents with the SEC prior to completing a Business Combination.

If, however, a shareholder approval of the transaction

is required by law, or the Company decides to obtain shareholder approval for business or other legal reasons, the Company will

offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer

If the Company seeks shareholder approval in connection with a Business Combination, the Initial Shareholders (defined in

Note 5 - Related Party Transactions) have agreed to vote their initial shares and private shares, as well as any public shares

acquired in or after this offering, in favor of any proposed business combination.

Additionally, each public shareholder may elect

to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

The Company will have 15 months (to January

2019) from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”).

If the Company is unable to complete a Business Combination within the Combination Period, it will trigger the automatic winding

up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association.

if the Company anticipates that it may not be able to consummate a Business Combination within 15 months, the Company may, but

is not obligated to, extend the period of time to consummate a Business Combination by an additional three months (for a total

of up to 18 months to complete a Business Combination).

Pursuant to the terms of the Amended and Restated Memorandum and Articles

of Association and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, LLC,

in order to extend the time available for the Company to consummate a Business Combination, the Company’s insiders or their

affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $2,063,629

($0.10 per share), on or prior to the date of the applicable deadline.

The insiders will receive a non-interest bearing, unsecured

promissory note equal to the amount of any such deposit that will not be repaid in the event that the Company is unable to close

a Business Combination unless there are funds available outside the trust account to do so.

Such notes would either be paid upon

consummation of the initial Business Combination, or, at the lender’s discretion, converted upon consummation of the Business

Combination into additional private units at a price of $10.00 per unit.

The Company’s stockholders have approved the issuance

of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the

consummation of a Business Combination.

In the event that the Company receives notice from its insiders five days prior to the

applicable deadline of their intent to effect an extension, the Company issued a press release announcing such intention at least

three days prior to the applicable deadline.

In addition, the Company issued a press release the day after the applicable deadline

announcing whether or not the funds had been timely deposited.

The Company’s insiders and their affiliates or designees are

not obligated to fund the trust account to extend the time for the Company to complete its initial Business Combination.

extent that some, but not all, of the Company’s insiders, decide to extend the period of time to consummate its initial Business

Combinations, such insiders (or their affiliates or designees) may deposit the entire amount required.

The amount in the Trust Account (less the

aggregate nominal par value of the shares of the Company’s public shareholders) under the Companies Law will be treated as

share premium which is distributable under the Companies Law provided that immediately following the date on which the proposed

distribution is proposed to be made, the Company is able to pay the debts as they fall due in the ordinary course of business.

If the Company is forced to liquidate the Trust Account, the public shareholders would be distributed the amount in the Trust Account

calculated as of the date that is two days prior to the distribution date (including any accrued interest).

The Initial Shareholders have agreed to

(i) vote their insider shares (as well as any Public Shares acquired in or after this offering) in favor of any proposed Business

Combination (ii) waive their conversion rights with respect to their initial share (as well as any other shares acquired in or

after this offering) in connection with the consummation of a Business Combination, (iii) to waive their rights to liquidating

distributions from the Trust Account with respect to their initial shares if the Company fails to consummate a Business Combination

within the Combination Period and (iv) not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles

of Association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares

if the Company does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity

to redeem their shares in conjunction with any such amendment.

Share Exchange Agreement

On November 2, 2018, the Company entered

into a share exchange agreement with Renren Inc.

(“Renren”

or the “Seller”) and Kaixin Auto Group (“Kaixin”)

pursuant to which the Company would acquire all of the outstanding equity interests of Kaixin (the “Acquisition”).

Kaixin was founded in 2015 by its corporate parent, Renren, to capitalize on growth in China’s used car financing industry.

Kaixin operates a unique business model that includes on-line and brick-and-mortar dealerships as well as a network of parties

that provide a range of value-added and after-sale services.

100% of the acquisition consideration will

be newly issued ordinary shares of the Company and amounts remaining in the Company’s trust account at the closing of the

business combination are expected to be used for Kaixin’s capital growth.

Upon closing of the acquisition, Kaixin shareholders

will receive approximately 28.3 million in ordinary shares as consideration and up to approximately 19.5 million additional ordinary

shares based on incentive earnouts (as described in more detail below), issuable in the future upon achievement of certain financial

results and/or stock prices, and subject to certain indemnification arrangements.

In addition, approximately 4.7 million ordinary

shares will be issued at closing or reserved for issuance to Kaixin’s management under its equity incentive plan.

If Kaixin’s revenue equals or exceeds

RMB5.0 billion in 2019 (USD 725.7 million), Renren will receive 1.95 million shares.

If Kaixin’s 2019 Adjusted Earnings

Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) equals RMB150 million (USD 21.8 million), Renren

will receive 3.9 million shares, increasing proportionally to 7.8 million shares if 2019 Adjusted EBITDA equals or exceeds RMB200

million (USD 29.0 million).

If Kaixin’s 2020 Adjusted EBITDA equals RMB340 million (USD 49.3 million), Renren will receive

4.875 million shares, increasing proportionally to 9.75 million shares if 2020 Adjusted EBITDA equals or exceeds RMB480 million

(USD 69.7 million).

Notwithstanding the Revenue and Adjusted EBITDA achieved by the post-transaction company for any period, Kaixin

shareholders will receive the 2019 earnout shares if the Company’s stock price is higher than $13.00 for any sixty days in

any period of ninety consecutive trading days during a fifteen month period following the closing, and will receive the 2019 earnout

shares and the 2020 earnout shares if the Company’s stock price is higher than $13.50 for any sixty days in any period of

ninety consecutive trading days during a thirty month period following the closing.

On January 25, 2019, the Company extended

the time required for the Company to complete its proposed Business Combination with Kaixin Auto Group (“Kaixin”),

for an additional three-months, ending April 30, 2019.

The Sponsor or its designees and Kaixin deposited an aggregate amount of

$2,063,629, of which Kaixin funded $1,050,000 and the Sponsor funded $1,013,629, representing $0.10 per public share, into the

Company’s Trust account on January 25, 2019 pursuant to the terms of the investment management trust agreement entered into

by the Company at the time of the Company’s initial public offering and pursuant to the terms of the definitive share exchange

agreement previously entered into by the Company and Kaixin.

Conditions to Closing

General Conditions

Consummation of the Share Exchange Agreement

and the Acquisition is conditioned on, among other things, (i) the absence of any order, stay, judgment or decree by any government

agency making the Acquisition illegal or otherwise preventing the Acquisition;

(ii) the Company receiving approval from its shareholders

to the Acquisition, and (iii) the Company having in excess of $5 million in tangible assets upon closing of the Acquisition (not

including any amounts contributed by the Company or the Seller or by investors or financing introduced or procured by the Company

or the Seller).

Kaixin and the Seller’s Conditions to Closing

The obligations of the Seller and Kaixin to consummate the transactions

contemplated by the Share Exchange Agreement, in addition to the conditions described above, are conditioned upon each of the following,

among other things:

The Company complying with all of its obligations under the Share Exchange Agreement;

the representations and warranties of the Company being true on and as of the closing date of the Acquisition;

Kaixin receiving a legal opinion from the Company’s counsel in the Cayman Islands;

there having been no material adverse effect to Kaixin’s business.

The Company’s Conditions to Closing

The obligations of The Company to consummate the transactions

contemplated by the Share Exchange Agreement, in addition to the conditions described above in the first paragraph of this section,

are conditioned upon each of the following, among other things:

Kaixin complying with all of its obligations under the Share Exchange Agreement;

the representations and warranties of Kaixin being true on and as of the closing date of the acquisition and Kaixin complying with all required covenants in the Share Exchange Agreement;

there having been no material adverse effect to The Company’s business;

the Company receiving a legal opinion from Kaixin’s counsel in the PRC and Cayman Islands;

the forfeiture by the Seller of all loans listed on the relevant disclosure schedule made to Kaixin or its subsidiaries;

Kaixin selling one of its subsidiaries to an affiliate of the Seller.

Accounting for the Acquisition

The Business Combination will be accounted

for as a “reverse merger”

in accordance with U.S.

Under this method of accounting the Company will be treated

as the “acquired”

company for financial reporting purposes.

This determination is primarily based on the fact that

subsequent to the Business Combination, Kaixin securityholders are expected to have a majority of the voting power of the combined

company, Kaixin comprising all of the ongoing operations of the combined entity, Kaixin comprising a majority of the governing

body of the combined company, and Kaixin’s senior management comprising all of the senior management of the combined company.

Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Kaixin issuing stock for the

net assets of the Company, accompanied by a recapitalization.

The net assets of the Company will be stated at fair value which

approximates historical costs as the Company has only cash and short-term liabilities.

No goodwill or other intangible assets recorded.

Operations prior to the Business Combination will be those of Kaixin.

However, the holders of the initial shares

19 unchanged sentences

the Trust Account from the remaining assets outside of the trust account.

If such funds are insufficient, the Sponsor

has contractually agreed to advance the Company the funds necessary to complete such liquidation (currently anticipated to be no

more than approximately $18,500) and has contractually agreed not to seek repayment for such expenses.

As of December 31, 2017, the Company had cash

outside the Trust Account of $165,405 available for working capital needs.

All remaining cash was held in the Trust Account and

is generally unavailable for our use, prior to an initial Business Combination, and is restricted for use either in a Business

If such funds are insufficient, the Sponsor has contractually

agreed to advance the Company the funds necessary to complete such liquidation (currently anticipated to be no more than approximately

$18,500) and has contractually agreed not to seek repayment for such expenses.

As of December 31, 2018, the Company had

cash outside the Trust Account of $39,643 available for working capital needs.

All remaining cash was held in the Trust Account

and is generally unavailable for use, prior to an initial Business Combination, and is restricted for use either in a Business

Combination or to redeem ordinary shares.

1 unchanged sentence

to be withdrawn as described above.

Through December 31, 2017, the Company’s

liquidity needs were satisfied through receipt of $31,038 from the sale of the insider shares, advances from our sponsor and an

affiliate of our sponsor in an aggregate amount of $663,009 which were repaid upon the IPO, and the remaining net proceeds from

the IPO and Private Placement (as described in Note 5).

On April 9, 2018, the Sponsor agreed to loan to the Company an additional

$500,000 pursuant to a non-convertible non-interest bearing promissory note, which will be repaid promptly after the date on which

the Company consummates a Business Combination.

In the event that we are unable to consummate a business combination, as described

in the prospectus relating to the IPO, the balance of such note will be forgiven and our sponsor will not be entitled to any payment

Through the date of this report, the Company’s

liquidity needs were satisfied through receipt of $31,038 from the sale of the insider shares, advances from the Company’s

Sponsor and an affiliate of the Sponsor in an aggregate amount of $663,009 which were repaid upon the IPO, and the remaining net

proceeds from the IPO and Private Placement (as described in Note 3 and Note 4).

On May 23, 2018 and January 24, 2019, the Sponsor

loaned to the Company an additional $500,000 (see Note 5) and $1,100,000 (see Note 9), respectively, pursuant to the non-convertible

non-interest bearing promissory notes, which will be repaid promptly after the date on which the Company consummates a Business

In the event that the Company is unable to consummate a Business Combination, the balance of such note will be forgiven

and the Sponsor will not be entitled to any payment.

Until consummation of its Business Combination,

the Company will be using the funds not held in the Trust Account, and any additional funding from our Sponsor’s promissory

note commitment, for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective

target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate

documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating

and consummating the Business Combination.

CM SEVEN STAR ACQUISITION

NOTES TO THE FINANCIAL STATEMENTS

For the Period from November 28,

2016 to December 31, 2016 and For the Year Ended December 31, 2017

If the Company’s estimates of the costs

of undertaking in-depth due diligence and negotiating Business Combination is less than the actual amount necessary to do so, the

Company may have insufficient funds available to operate its business prior to the Business Combination.

Moreover, the Company

will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties.

None of the Sponsor,

officers or directors are under any obligation to advance funds to, or to invest in, the Company.

If the Company is unable to raise

additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily

be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses.

cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

These conditions

raise substantial doubt about the Company’s ability to continue as a going concern.

These financial statements do not include

any adjustments that might result from the outcome of these uncertainties.

the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates,

performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations

of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting

the target business to acquire and structuring, negotiating and consummating the Business Combination.

On November 2, 2018, the Company entered

into a Share Exchange Agreement with Kaixin Auto Group.

The initial Business Combination is expected to close during the first

quarter of 2019.

The Company has engaged several professional firms for services regarding the transaction, resulting in a significant

increase in the Company’s expenditures for merger and acquisition related activities.

If the Company is not able to consummate

a Business Combination before April 30, 2019, the Company will commence an automatic winding up, dissolution and liquidation unless

it seeks and receives the consent of its’

shareholders to otherwise extend the life of the Company.

These conditions raise

substantial doubt about the Company’s ability to continue as a going concern.

These financial statements do not include any

adjustments that might result from the outcome of these uncertainties.

Note 2 —

Significant Accounting Policies

Significant Accounting

Basis of Presentation

The accompanying balance sheet is presented

in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to

the rules and regulations of the SEC.

The accompanying financial statements of

the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”)

and pursuant to the rules and regulations of the SEC.

In the opinion of management, all adjustments (consisting of normal recurring

adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and

its cash flows.

Emerging Growth Company Status

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart

our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to,

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure

obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements

of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously

Further, Section 102(b)(1) of the JOBS Act

exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private

The Company is an “emerging growth

company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified

by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions

from various reporting requirements that are applicable to other public companies that are not emerging growth companies including,

but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley

Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions

from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute

payments not previously approved.

Further, Section 102(b)(1) of the JOBS

Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private

companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of

22 unchanged sentences

Use of Estimates

The preparation of financial statements in

conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses

during the reporting period.

The preparation of financial statements

in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts

of expenses during the reporting period.

Actual results could differ from those estimates.

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

For the Period from November 28,

2016 to December 31, 2016 and For the Year Ended December 31, 2017

Cash and Cash Equivalents

2 unchanged sentences

The Company did not have any cash equivalents

as of December 31, 2017 and 2016.

as of December 31, 2018 and December 31, 2017.

Investment Held in Trust Account

Investment consist

Investment consists

of cash in United States Money Market and United States Treasury securities.

5 unchanged sentences

securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.

A decline in the market

value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces

the carrying costs to such securities' fair value.

The impairment is charged to earnings and a new cost basis for the security

is established.

To determine whether an impairment is other than temporary, the Company considers whether it has the ability and

intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment

is recoverable outweighs evidence to the contrary.

Evidence considered in this assessment includes the reasons for the impairment,

the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee,

and the general market condition in the geographic area or industry the investee operates in.

A decline in the

market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that

reduces the carrying costs to such securities’

The impairment is charged to earnings and a new cost basis for

the security is established.

To determine whether an impairment is other than temporary, the Company considers whether it has the

ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the

investment is recoverable outweighs evidence to the contrary.

Evidence considered in this assessment includes the reasons for the

impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of

the investee, and the general market condition in the geographic area or industry the investee operates in.

Premiums and discounts

20 unchanged sentences

information available in the circumstances.

The fair value hierarchy is categorized into

three levels based on the inputs as follows:

The fair value hierarchy is categorized

into three levels based on the inputs as follows:

Level 1 —

4 unchanged sentences

Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

CM SEVEN STAR ACQUISITION

NOTES TO THE FINANCIAL STATEMENTS

For the Period from November 28,

2016 to December 31, 2016 and For the Year Ended December 31, 2017

Level 3 —

2 unchanged sentences

assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,”

approximates the carrying amounts represented in the balance sheet.

The fair values of cash and cash equivalents, prepaid assets,

accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of December 31,

2017 due to the short maturities of such instruments.

The following table presents information about

the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2017, and indicates

the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Quoted Prices In

Active Markets

approximates the carrying amounts represented in the condensed balance sheet.

The fair values of cash, prepaid assets, accounts

payable and accrued expenses, due to related parties and due to Sponsor are estimated to approximate the carrying values as of

December 31, 2018 due to the short maturities of such instruments.

The following table presents information

about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2018

and 2017 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Money Market held in Trust Account

2 unchanged sentences

$ 210,451,869

Money Market held in Trust Account

Treasury Securities held in Trust Account

$ 206,785,848

$ 206,776,908

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares

subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480

subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480

“Distinguishing Liabilities from Equity.”

9 unchanged sentences

Accordingly, at December 31,

2017, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’

section of the Company’s balance sheet.

2018 and December 31, 2017, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’

equity section of the Company’s balance sheets.

Warrants and Rights

Since the Company is not required to net cash

settle the Warrants and Rights and the Warrants and Rights are exercisable upon the consummation of an initial Business Combination,

Since the Company is not required to net

cash settle the Warrants and Rights and the Warrants and Rights are exercisable upon the consummation of an initial Business Combination,

the management determined that the Warrants and Rights will be classified within shareholders’

7 unchanged sentences

Net Income per Ordinary Share

The Company complies with accounting and disclosure

requirements ASC Topic 260, “Earnings Per Share.”

Net income per ordinary share is computed by dividing net income

by the weighted average number of ordinary shares issued and outstanding for the year.

At December 31, 2017, the Company did not

have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then

share in the income of the Company.

As a result, diluted income per ordinary share is the same as basic income per ordinary shares

for the periods.

CM SEVEN STAR ACQUISITION

NOTES TO THE FINANCIAL STATEMENTS

For the Period from November 28,

2016 to December 31, 2016 and For the Year Ended December 31, 2017

The Company complies with accounting and

disclosure requirements ASC Topic 260, “Earnings Per Share.”

Net income per ordinary share is computed by dividing

net income by the weighted average number of ordinary shares issued and outstanding for the period.

At December 31, 2018 and 2017,

the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary

shares and then share in the income of the Company.

As a result, diluted income per ordinary share is the same as basic income

per ordinary share for the periods presented.

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the

Federal depository insurance coverage of $250,000.

The Company has not experienced losses on these accounts and management believes

the Company is not exposed to significant risks on such accounts.

Financial instruments that potentially

subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed

the Federal depository insurance coverage of $250,000.

The Company has not experienced losses on these accounts and management

believes the Company is not exposed to significant risks on such accounts.

The Company accounts for income taxes under

5 unchanged sentences

to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income

taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for

financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits

to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

ASC 740 also clarifies the accounting for

uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and

measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period,

disclosure and transition.

The Company has identified the Cayman Islands as its only “major”

tax jurisdiction, as defined.

Based on the Company’s

evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s

financial statements.

Since the Company was incorporated on November 28, 2016, the evaluation was performed for the tax years ended

December 31, 2016 and 2017 which will be the only periods subject to examination.

The Company believes that its income tax positions

and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its

financial position.

The Company’s policy for recording interest and penalties associated with audits is to record such items

as a component of income tax expense.

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

For the Period from November 28,

2016 to December 31, 2016 and For the Year Ended December 31, 2017

Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring

recognition in the Company’s financial statements.

Since the Company was incorporated on November 28, 2016, the evaluation

was performed through the 2018 tax year.

The Company believes that its income tax positions and deductions would be sustained on

audit and does not anticipate any adjustments that would result in a material changes to its financial position.

The Company’s

policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense.

Recent Accounting Pronouncements

3 unchanged sentences

Initial Public Offering

Pursuant to the Initial Public Offering on

October 30, 2017, the Company sold 18,000,000 Units at a purchase price of $10.00 per Unit.

Pursuant to the Initial Public Offering

on October 30, 2017, the Company sold 18,000,000 Units at a purchase price of $10.00 per Unit.

On November 3, 2017, in connection

12 unchanged sentences

Note 4 - Private Placements

Simultaneously with the Initial Public Offering,

the Company’s Sponsor purchased an aggregate of 475,000 Private Units at $10.00 per Unit (for a total purchase price of $4,750,000).

Simultaneously with the Initial Public

Offering, the Company’s Sponsor purchased an aggregate of 475,000 Private Units at $10.00 per Unit (for a total purchase

price of $4,750,000).

On November 3, 2017, in connection with the underwriters’

partial exercise of their over-allotment option, the Company consummated

the sale of an additional 52,726 Private Units at $10.00 per Unit.

The proceeds from the Private Units were added to the proceeds

from the Initial Public Offering held in the Trust Account.

The Private Units are identical to the units

sold in the Initial Public Offering except the Private Units will be non-redeemable.

The purchasers of the Private Units have agreed

not to transfer, assign or sell any of the Private Units or underlying securities (except to the same permitted transferees as

the insider shares) until the completion of the Business Combination.

partial exercise of their over-allotment

option, the Company consummated the sale of an additional 52,726 Private Units at $10.00 per Unit (for a total purchase price of

The proceeds from the Private Units were added to the proceeds from the Initial Public Offering held in the Trust Account.

The Private Units are identical to the

units sold in the Initial Public Offering except the Private Units will be non-redeemable.

The purchasers of the Private Units

have agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to the same permitted transferees

as the insider shares) until the completion of the Business Combination.

If the Company does not complete a Business

17 unchanged sentences

The Initial Shareholders

will maintain 20% of the Company’s issued and outstanding shares after the Initial Public Offering and the exercise of the

over-allotment.

The Initial Shareholders have agreed not to

transfer, assign or sell any of the Insider Shares (except to certain permitted transferees) until (1) with respect to 50% of the

Insider Shares, the earlier of one year after the date of the consummation of the Business Combination and the date on which the

closing price of the common shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations

and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Business Combination and (2)

with respect to the remaining 50% of the Insider Shares, one year after the date of the consummation of the Business Combination,

maintained 20% of the Company’s issued and outstanding shares after the Initial Public Offering and the exercise of the over-allotment.

The Initial Shareholders have agreed not

to transfer, assign or sell any of the Insider Shares (except to certain permitted transferees) until (1) with respect to 50% of

the Insider Shares, the earlier of one year after the date of the consummation of the Business Combination and the date on which

the closing price of the common shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations,

reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Business Combination

and (2) with respect to the remaining 50% of the Insider Shares, one year after the date of the consummation of the Business Combination,

or earlier, in either case, if, subsequent to the Business Combination, the Company consummates a liquidation, merger, stock exchange

2 unchanged sentences

Related Party Advances

On July 4, 2017, the Sponsor loaned the Company

$300,000 for costs associated with the Initial Public Offering.

On July 4, 2017, the Sponsor loaned the

Company $300,000 for costs associated with the Initial Public Offering.

On September 1, 2017, the Sponsor loaned the Company another

On October 24, 2017 and October 26, 2017, the Sponsor advanced the Company an additional $71,000 and $7,507, respectively, for

costs associated with the Initial Public Offering.

On October 24, 2017 and October 26, 2017, the Sponsor advanced the Company an additional $71,000 and $7,507, respectively,

for costs associated with the Initial Public Offering.

The loans are non-interest bearing, unsecured and due on demand.

1 unchanged sentence

on October 31, 2017 and November 8, 2017, respectively.

For the period from November 28, 2016 through December 31, 2017,

an affiliate of the Sponsor has advanced to the Company an aggregate of $84,502 in regards to the formation costs and costs associated

with the Initial Public Offering.

Such advances were non-interest bearing.

These advances were repaid by the Company on July 17,

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

For the Period from November 28,

2016 to December 31, 2016 and For the Year Ended December 31, 2017

Note 5 –

Related Party Transactions (cont.)

On May 23, 2018, the Sponsor loaned to

the Company an additional $500,000 pursuant to a non-convertible non-interest bearing promissory note, which will be repaid promptly

after the date on which the Company consummates a Business Combination.

In the event that the Company is unable to consummate a

Business Combination, the balance of such note will be forgiven and the Sponsor will not be entitled to any payment thereunder.

As of December 31, 2018 and 2017, amount

due to related parties were $18,918 and $4,289, respectively.

The amounts were unpaid reimbursements for the operating expenses

paid by the officers on behalf of the Company.

Related Party Loans

In order to meet our working capital needs

following the IPO, our initial shareholders, officers and directors or their affiliates may, but are not obligated to, loan us

funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion (“Working Capital

Loans”).

In order to meet the working capital needs

following the IPO, the initial shareholders, officers and directors or their affiliates may, but are not obligated to, loan the

Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion (“Working

Capital Loans”).

Each loan would be evidenced by a promissory note.

The notes could either be paid upon consummation of our initial

business combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon

consummation of our business combination into private units at a price of $10.00 per unit (which, for example, would result in

the holders being issued units to acquire 55,000 ordinary shares (which includes 5,000 shares issuable upon conversion of rights)

The notes could either be paid upon consummation of the

initial Business Combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted

upon consummation of the Business Combination into private units at a price of $10.00 per unit (which, for example, would result

in the holders being issued units to acquire 55,000 ordinary shares (which includes 5,000 shares issuable upon conversion of rights)

and warrants to purchase 25,000 ordinary shares if $500,000 of notes were so converted).

Our shareholders have approved any issuance

of the units and underlying securities upon conversion of such notes, to the extent an optional conversion is included and the

holder wishes to so convert them at the time of the consummation of our initial business combination.

If we do not complete a business

combination, the loans will not be repaid.

On April 9, 2018, our Sponsor agreed to loan

to us an additional $500,000 pursuant to a non-convertible non-interest bearing promissory note, which will be repaid promptly

after the date on which we consummate a business combination.

In the event that we are unable to consummate a business combination,

as described in the prospectus relating to the IPO, the balance of such note will be forgiven and our sponsor will not be entitled

to any payment thereunder.

Note 6 —Investment Held in Trust Account

As of December 31, 2017, investment in the

Company’s Trust Account consisted of $8,940 in United States Money Market and $206,776,908 in U.S.

The Company’s shareholders have

approved any issuance of the units and underlying securities upon conversion of such notes, to the extent an optional conversion

is included and the holder wishes to so convert them at the time of the consummation of the initial Business Combination.

Company does not complete a Business Combination, the loans will not be repaid.

There was no outstanding balance under Working

Capital Loans from related party as of December 31, 2018 and 2017.

Note 6 —Investment Held in Trust

As of December 31, 2018, investment in

the Company’s Trust Account consisted of $3,600 in cash and $210,451,869 in U.S.

Treasury Securities.

Company classifies its United States Treasury and equivalent securities as held-to-maturity in accordance with FASB ASC 320 “Investments

As of December 31,

2017, investment in the Company’s Trust Account consisted of $8,940 in United States Money Market and $206,776,908 in U.S.

Treasury Securities.

The Company classifies its United States Treasury Bills and equivalent securities as held-to-maturity in accordance

with FASB ASC 320 “Investments —

Debt and Equity Securities”.

Held-to-maturity treasury securities are recorded at amortized cost and adjusted for

the amortization or accretion of premiums or discounts.

The Company did not have a Trust Account as of December 31, 2016.

considers all investments with original maturities of more than three months but less than one year to be short-term investments.

The carrying value approximates the fair value due to the short term maturity.

As of December 31, 2017, cash and cash equivalents

held in trust account is $206,785,848.

The carrying value, excluding gross unrealized holding loss and fair value of held to maturity

securities on December 31, 2017 are as follows:

Held-to-maturity treasury securities are recorded

at amortized cost and adjusted for the amortization or accretion of premiums or discounts.

The Company considers all investments

with original maturities of more than three months but less than one year to be short-term investments.

The carrying value approximates

the fair value due to the short term maturity.

As of December 31, 2018 and 2017, cash and investments held in trust account are

$210,455,469 and $206,785,848, respectively.

The carrying value, excluding gross unrealized holding gain (loss) and fair value

of held to maturity securities on December 31, 2018 and 2017 are as follows:

Gross Unrealized

2 unchanged sentences

$ 210,470,644

CM SEVEN STAR ACQUISITION

NOTES TO THE FINANCIAL STATEMENTS

For the Period from November 28,

2016 to December 31, 2016 and For the Year Ended December 31, 2017

Gross Unrealized

Treasury Securities

$ 206,785,848

$ 206,715,209

In February 2018, the Company sold the U.S.

Treasury Securities

in a net carrying value of $207,176,264 for a total cash of $207,078,506.

The Company recorded a realized loss from sale of investment

in the amount of $97,758 accordingly.

In August 2018, the Company redeemed the expired treasury bills for total cash proceeds of

$208,816,500 and re-invested in U.S.

Treasury Bills.

In December 2018, the Company redeemed the expired treasury bills for total

cash proceeds of $210,224,000 and re-invested in U.S.

Treasury Bills.

Note 7 –

15 unchanged sentences

Underwriters Agreement

The Company granted the underwriters a 45-day

option to purchase up to 2,700,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting

discounts and commissions.

The Company granted the underwriters a

45-day option to purchase up to 2,700,000 additional Units to cover over-allotments at the Initial Public Offering price, less

the underwriting discounts and commissions.

On October 25, 2017, the underwriters were

6 unchanged sentences

its shareholders to discuss a potential Business Combination and the target business’

attributes, introduce the Company

to potential investors that are interested in purchasing securities, assist the Company in obtaining shareholder approval for

the Business Combination and assist the Company with its press releases and public filings in connection with an Business Combination.

attributes, introduce the Company to

potential investors that are interested in purchasing securities, assist the Company in obtaining shareholder approval for the

Business Combination and assist the Company with its press releases and public filings in connection with an Business Combination.

The Company will pay EBC a cash fee equal to 3.5% of the gross proceeds raised in the offering for such services upon the consummation

1 unchanged sentence

fees which might become payable), provided that up to 1.0%

1.0% of the gross proceeds raised in the offering payable to EBC may be allocated at the Company’s sole discretion to one

or more advisors that assist in identifying and consummating an Business Combination.

The Company will also reimburse EBC for

up to $20,000 of its reasonable costs and expenses incurred by it (including reasonable fees and disbursements of counsel) in

connection with the performance of its services.

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

For the Period from November 28,

2016 to December 31, 2016 and For the Year Ended December 31, 2017

Note 7 –

Commitments & Contingencies (cont.)

of the gross proceeds raised in the offering payable to EBC may be allocated at the Company’s sole discretion to one or more

advisors that assist in identifying and consummating an Business Combination.

The Company will also reimburse EBC for up to $20,000

of its reasonable costs and expenses incurred by it (including reasonable fees and disbursements of counsel) in connection with

the performance of its services.

Unit Purchase Option

On October 30, 2017, the Company sold the underwriter

(and/or its designees), for $100, an option to purchase up to 900,000 Units exercisable at $10.00 per Unit (or an aggregate exercise

price of $9,000,000) commencing on the later of the first anniversary of the effective date of the registration statement related

to the Initial Public Offering and the consummation of a Business Combination.

The unit purchase option may be exercised for cash

or on a cashless basis, at the holder’s option, and expires five years from the effective date of the registration statement

related to the Initial Public Offering.

The Units issuable upon exercise of this option are identical to those offered in the Initial

Public Offering.

On October 30, 2017, the Company sold the

underwriter (and/or its designees), for $100, an option to purchase up to 900,000 Units exercisable at $10.00 per Unit (or an aggregate

exercise price of $9,000,000) commencing on the later of the first anniversary of the effective date of the registration statement

related to the Initial Public Offering and the consummation of a Business Combination.

The unit purchase option may be exercised

for cash or on a cashless basis, at the holder’s option, and expires five years from the effective date of the registration

statement related to the Initial Public Offering.

The Units issuable upon exercise of this option are identical to those offered

in the Initial Public Offering.

The Company accounted for the unit purchase

26 unchanged sentences

Shareholders’

Preferred Shares - The Company

is authorized to issue a total of 2,000,000 preferred shares of a par value of $0.0001 each.

At December 31, 2017 and 2016, there

were no shares of preferred shares issued or outstanding.

Ordinary Shares - The Company

is authorized to issue a total of 200,000,000 ordinary shares of a par value of $0.0001 each.

As of December 31, 2017, the Company

has issued an aggregate of 6,124,044 ordinary shares, excluding 20,199,048 shares of ordinary shares subject to possible redemption.

At December 31, 2016, there was 1 ordinary share issued and outstanding.

Warrants - Each whole Public

Warrant is at $11.50 per whole share and exercisable for one ordinary share.

Because the warrants may only be exercised for whole

numbers of shares, only a whole number of warrants may be exercised at any given time.

The warrants will become exercisable on

the later of the completion of a Business Combination and 12 months from October 25, 2017.

Preferred Shares - The

Company is authorized to issue a total of 2,000,000 preferred shares of a par value of $0.0001 each.

At December 31, 2018 and 2017,

there were no shares of preferred shares issued or outstanding.

Ordinary Shares - The

Company is authorized to issue a total of 200,000,000 ordinary shares of a par value of $0.0001 each.

As of December 31, 2018,

the Company has issued an aggregate of 5,898,314 ordinary shares, excluding 20,424,778 shares of ordinary shares subject to possible

As of December 31, 2017, the Company has issued an aggregate of 6,124,044 ordinary shares, excluding 20,199,048 shares

of ordinary shares subject to possible redemption.

Warrants - Each whole

Public Warrant is exercisable for one Ordinary Share at a price of $11.50 per full share.

Because the warrants may only be exercised

for whole numbers of shares, only a whole number of warrants may be exercised at any given time.

The warrants will become exercisable

on the later of the completion of a Business Combination and 12 months from October 25, 2017.

If a registration statement covering

1 unchanged sentence

the Business Combination, public warrant holders may, until such time as there is an effective registration statement and during

any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant

to an available exemption from registration under the Securities Act.

In such event, each holder would pay the exercise price by

surrendering the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the

number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and

the “fair market value”

any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless

basis pursuant to an available exemption from registration under the Securities Act.

In such event, each holder would pay the exercise

price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product

of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants

and the “fair market value”

(defined below) by (y) the fair market value.

The “fair market value”

the average reported last sale price of the ordinary shares for the 10 trading days ending on the day prior to the date of exercise.

The warrants issued in the Private Units (“Private

Warrants”) are identical to the Public Warrants sold in this offering except the Private Warrants will be non-redeemable

and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted

The Company may redeem the outstanding warrants

(excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant:

● at any time while the warrants

are exercisable,

mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the day prior to the date of

The warrants issued in the Private Units

(“Private Warrants”) are identical to the Public Warrants sold in this offering except the Private Warrants will be

non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers

or their permitted transferees.

The Company may redeem the outstanding

warrants (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant:

● at any time while the warrants are exercisable,

● upon a minimum of 30 days’

prior written notice of redemption,

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

For the Period from November 28,

2016 to December 31, 2016 and For the Year Ended December 31, 2017

● if, and only if, the last

sales price of the ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending

three business days before we send the notice of redemption, and

● if, and only if, there is

a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption

and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

prior written notice

of redemption,

● if, and only if, the last sales price of the ordinary

shares equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending three business days before

the Company sends the notice of redemption, and

● if, and only if, there is a current registration statement

in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading

period referred to above and continuing each day thereafter until the date of redemption.

If the Company calls the warrants for redemption

34 unchanged sentences

Accordingly, the rights may expire worthless.

Note 9 —

Note 9 –

Subsequent Events

April 9, 2018, the Sponsor agreed to loan to the Company an additional $500,000 pursuant to a non-convertible non-interest bearing

promissory note, which will be repaid promptly after the date on which the Company consummates a Business Combination.

If the Company

does not complete the Business Combination, the loans would be forgiven, and the Sponsor will not be entitled to any payment .

On January 24, 2019, the Sponsor loaned

to the Company an additional $1,100,000 pursuant to a non-convertible non-interest bearing promissory note, which will be repaid

promptly after the date on which the Company consummates a Business Combination.

Thereafter, the total of all Sponsor loans to

the Company was $1,600,000.

In the event that the Company is unable to consummate a Business Combination, the balance of such note

will be forgiven and the Sponsor will not be entitled to any payment.

On January 25, 2019, the Company issued

two promissory notes in the aggregate principal amount of $2,063,629 to its Sponsor and Kaixin.

The promissory note issued

to the Sponsor was $1,013,629 and the promissory note issued to Kaixin was $1,050,000.

The $2,063,629 received by the Company upon

issuance of the notes was deposited into the Company’s Trust Account for the benefit of its public stockholders in order

to extend the period of time the Company has to complete a business combination for an additional three months, from January

30, 2019 to April 30, 2019.

The Sponsor and Kaixin have the right to convert the notes in whole or in part into Private Units of

the Company, by providing written notice of this intention to convert these notes at least one business day prior to the closing

of a Business Combination.

The notes do not bear interest and are payable promptly after the date the Company completes a business

On January 28, 2019, the Company entered

into a convertible loan agreement with Kaixin and Kunlun Tech Limited (“Kunlun”), pursuant to which Kunlun agreed to

fund, subject to customary closing conditions, a $23 million convertible loan to Kaixin (the “Loan”), with interest

payable at the rate stipulated by the People’s Bank of China.

The first tranche of the Loan, in the amount of $20 million,

was funded to Kaixin on January 28, 2019, and the remaining $3 million is to be funded on or before January 31, 2020.

Upon completion of the Proposed Business

Combination with Kaixin, all amounts outstanding under the Loan will automatically be converted into the Company units (each unit

having the same underlying securities as were issued in Initial Public Offering) at a conversion price of $10.00 per unit.

amount payable under the second tranche of the Loan will, if funded after the completion of the Proposed Business Combination,

automatically convert into the Company units at a conversion price of $10.00 per unit.

In the event that the business combination

does not close, Kaixin will be responsible for repaying the Note.

On January 29, 2019, the Company entered

into a subscription agreement (the “Subscription Agreement”) with one accredited investor to sell 750,000 of its units

(each unit having the same underlying securities as were issued in the Initial Public Offering) at a price of $10.00 per unit.

The closing would take place on the closing date of the business combination.

The closing is subject to customary conditions, including

that the business combination must close prior to or concurrently with the closing of the sale of the units.

The investor received

certain demand and piggyback registration rights pursuant to the terms of the Subscription Agreement.

Closing of each concurrent

subscription (as defined in Section 5.5 of the Subscription Agreement) shall have taken place prior to or concurrently with the

closing resulting in the Company having received gross proceeds of no less than $25,000,000 (including the subscription price)

on or before closing date.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures