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1、F-1 1 ea0200661-01.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on March 29,2024.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_XINXU COPPER INDUSTRY TECHNOLOG

2、Y LIMITED(Exact name of Registrant as specified in its charter)_Not Applicable(Translation of Registrants name into English)Cayman Islands 3351 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification

3、 number)2188 Nanci First RoadAnhui Xinwu Economic Development ZoneWanzhi District,Wuhu CityAnhui Province,China 241100Tel:+86 553-8758118(Address,including zip code,and telephone number,including area code,ofRegistrants principal executive office)_Puglisi&Associates850 Library Avenue,Suite 204Newark

4、,DE 19711Tel:(302)738-6680(Name,address,including zip code,and telephone number,including area code,ofagent for service)_Copies of all communications,including communicationssent to agent for service,should be sent to:Wei Wang,Esq.Ellenoff Grossman&Schole LLP1345 Avenue of the Americas,11thFloorNew

5、York,NY 10105Tel:(212)370-1300Fax:(212)370-7889 Kevin(Qixiang)Sun,Esq.Bevilacqua PLLC1050 Connecticut Avenue,NW,Suite500Washington,DC 20036Tel:(202)869-0888Fax:(202)869-0889_Approximate date of commencement of proposed sale to the public:As soon aspracticable after this registration statement become

6、s effective.If any of the securities being registered on this Formare to be offered on a delayed orcontinuous basis pursuant to Rule415 under the Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant toRule462(b)under the Secu

7、rities Act,please check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under theSecurities Act,check the following box and list th

8、e Securities Act registration statement number ofthe earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under theSecurities Act,check the following box and list the Securities Act registration statement number ofthe

9、earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined inRule405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance wit

10、h U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant toSection7(a)(2)(B)of the Securities Act._The term“new or revised financial accounting standard”refers to an

11、y update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.The Registrant hereby amends this registration statement on such date or dates asmay be necessary to delay its effective date until the Registrant shall file afurther amendment whic

12、h specifically states that this registration statement shallthereafter become effective in accordance with Section8(a)of the Securities Act of1933,as amended,or until the registration statement shall become effective on suchdate as the Commission,acting pursuant to said Section8(a),may determine.Tab

13、le of ContentsThe information in this preliminary prospectus is not complete and may bechanged.We may not sell these securities until the registration statementfiled with the U.S.Securities and Exchange Commission is effective.Thispreliminary prospectus is not an offer to sell these securities and w

14、e arenot soliciting offers to buy these securities in any jurisdiction where theoffer or sale is not permitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION,DATED MARCH 29,2024$15,000,000(Ordinary Shares)XINXU COPPER INDUSTRY TECHNOLOGY LIMITEDThis is the initial public offering of ordinary shares of

15、 Xinxu Copper Industry TechnologyLimited,a Cayman Islands exempted company(“Xinxu”).Throughout this prospectus,unless thecontext indicates otherwise,references to“we,”“us,”“our,”“our company,”the“Company”or similar terms used in this prospectus are to Xinxu and its consolidated subsidiaries.As ahold

16、ing company with no material operations of its own,Xinxu conducts substantially all of itsoperations through our operating subsidiaries established in the Peoples Republic of China(“PRC”or“China”),primarily Anhui Xinxu New Materials Co.,Ltd.(“Anhui Xinxu”).When usedherein,the references to laws and

17、regulations of“China”or the“PRC”are only to such laws andregulations of mainland China,excluding,for the purpose of this prospectus only,Taiwan,Hong Kongand Macau.We are offering ordinary shares,par value HK$0.10 per share,on a firm commitment basis.We expect the initial public offering price of the

18、 shares to be in the range of$to$pershare.Prior to this offering,there has been no public market for our ordinary shares.We haveapplied to have our ordinary shares listed on the Nasdaq Capital Market(the“Nasdaq”)under thesymbol“XXC.”We cannot guarantee that we will be successful in listing our ordin

19、ary shares onNasdaq;however,we will not complete this offering unless we are so listed.Investors are cautioned that we are not a PRC operating company but a CaymanIslands holding company with operations conducted by our PRC subsidiaries in China,and that you are purchasing shares of Xinxu,a Cayman I

20、slands holding company in thisinitial public offering instead of purchasing equity securities of our PRCsubsidiaries that have business operations in China and you may never hold any equityinterests in our PRC subsidiaries in China.We control and receive the economicbenefits of our PRC subsidiaries

21、business operation,if any,through equityownership.We do not have,nor had we ever,have a variable interest entity(“VIE”)structure.Our corporate structure,i.e.,a Cayman Islands holding company withoperations conducted by our PRC subsidiaries,involves unique risks to investors.This structure may be dis

22、allowed in future as a result of the promulgation of new PRClaws and regulations,which would likely result in a material change in ouroperations and/or a material change in the value of the securities we are registeringfor sale,including a significant decline in the value of such securities or suchs

23、ecurities becoming worthless.For a description of our corporate structure,see“CorporateHistory and Structure”on page 68.We rely on dividends and other distributions on equity paid by our PRC subsidiaries for ourcash and financing requirements and our distribution of earnings or settlement of amounts

24、 owed willbe done through our PRC subsidiaries.If any of our PRC subsidiaries incurs debt on its own behalfin the future,the instruments governing such debt may restrict their ability to pay dividends tous.We are in the process of adopting our formal cash management policies which will dictate thepu

25、rpose,amount and procedure of cash transfers among our holding company and our subsidiaries.Historically,one PRC operating entity provides financial support for other entities operations byinter-company loans and we have not experienced difficulties or limitations on our ability totransfer cash betw

26、een our PRC subsidiaries.For details on our cash management practice,see“Prospectus SummaryDividends and,Other Distributions and Assets Transfer among Xinxu and ItsSubsidiaries”on page 11.Based on the advice of Ogier,our Cayman legal counsel,there are nolimitations imposed by Cayman Islands law on X

27、inxus ability to transfer cash between Xinxu and itsinvestors,other than as set out under“Dividend Policy”.Among Xinxu and its subsidiaries,cashcan be transferred from Xinxu and HK Xinxu(as defined below),a HongKong limited company andwholly owned subsidiary of Xinxu,as needed in the form of capital

28、 contributions or shareholderloans,as the case may be,to the PRC subsidiaries as we are permitted under PRC laws andregulations to provide funding to our PRC subsidiaries only through capital contributions or loans,and only if we satisfy the applicable government registration and approval requiremen

29、ts in China.Webelieve,as of the date of this prospectus,there is no restriction imposed by the Hong Konggovernment on the transfer of capital within,into and out of HongKong(including funds fromHongKong to the PRC),except transfer of funds involving money laundering and criminal activities.The PRC g

30、overnment imposes controls on the conversion of RMB into foreign currencies and theremittance of currencies out of the PRC.In addition,the PRC Enterprise Income Tax Law and itsimplementation rules provide that a withholding tax at a rate of 10%will be applicable to dividendspayable by PRC companies

31、to non-PRC-resident enterprises unless reduced under treaties orarrangements between the PRC central government and the governments of other countries or regionswhere the non-PRC resident enterprises are tax resident.Further,to the extent cash or assets inour business are in mainland China or HongKo

32、ng or a mainland China or HongKong entity,the fundsor assets may not be available to fund operations or for other use outside of mainland China orHongKong in the event of any interventions in or the imposition of restrictions and limitations onthe ability of our company and our subsidiaries by the P

33、RC government to transfer cash or assets.Asof the date of this prospectus,no transfers,dividends or other distributions Table of Contentshave been made from our subsidiaries to our holding company or our investors,includingU.S.investors,and no transfers,loans,or capital contributions have been made

34、from our holdingcompany to any of our subsidiaries,except that in February2022,Xinxu,through HK Xinxu,madecapital contributions of$850,000 to our PRC subsidiary Anhui Heri Information Technology Co.,Ltd.,which,in turn,in March2022,made capital contributions of approximately$844,715(RMB5,383,030)to A

35、nhui Xinxu.See“Prospectus SummaryOur Corporate History and StructureCondensedConsolidating Schedule”beginning on page 3,consolidated financial statements beginning on page F-2,“Prospectus SummarySummary of Significant Risks Affecting Our Company”onpages 13,and“Prospectus Summary Dividend Distributio

36、ns or Assets Transfer among Xinxu and ItsSubsidiaries”on pages 11.See also“Risk Factors Risks Related to Doing Business inChinaTo the extent cash or assets in our business are in mainland China or HongKong or amainland China or HongKong entity,the funds or assets may not be available to fund operati

37、ons orfor other use outside of mainland China or HongKong in the event of any interventions in or theimposition of restrictions and limitations on the ability of our company and our subsidiaries by thePRC government to transfer cash or assets,which may materially and adversely affect our business,fi

38、nancial condition and results of operations and may result in our inability to sustain our growthand expansion strategies”onpage33.In the future,cash proceeds raised from overseas financingactivities,including this offering,may be transferred by us based on current statutory limits toour PRC subsidi

39、aries via capital contribution or shareholder loans,as the case may be.Mr.Jinchun Cheng,our Chief Executive Officer and director,currently has and will continueto have,significant influence over the Company following the completion of this offering due to hissignificant shareholding in the Company.M

40、r.Cheng currently beneficially owns an aggregate of 98%of our outstanding ordinary shares and is expected to own approximately%of our outstandingordinary shares upon the completion of this offering.For more information regarding Mr.Chengsbeneficial ownership,see“Principal Shareholders”and“Risk Facto

41、rs Our Chief ExecutiveOfficer and director,Mr.Jinchun Cheng,has a substantial influence over our company.His interestsmay not be aligned with the interests of our other shareholders,and he could prevent or cause achange of control or other transactions.”As a result of Mr.Chengs significant ownership

42、,we maybe deemed a“controlled company”under Nasdaq Rules.However,we do not intend to avail ourselvesof the corporate governance exemptions offered to a“controlled company”under the Nasdaq Rules.See“Prospectus Summary Implications of Being a Controlled Company.”We are an“emerging growth company”and a

43、“foreign private issuer”as defined under theU.S.federal securities laws and,as such,may elect to comply with certain reduced public companyreporting requirements for this and future filings.We are also a“controlled company”under theNasdaq Rules.See“Prospectus Summary Implications of Being an Emergin

44、g Growth Company”and,“Prospectus Summary Implications of Being a Foreign Private Issuer”and“Prospectus Summary Controlled Company”.There are significant legal and operational risks associated with having operating structureas a Cayman Islands holding company with substantially all of the operations

45、conducted by our PRCsubsidiaries in China,including changes in the legal,political and economic policies of theChinese government,the relations between China and the UnitedStates,or PRC or UnitedStatesregulations,which risks could result in a material change in our operations and/or the value of the

46、securities we are registering for sale,or could significantly limit or completely hinder ourability to offer or continue to offer securities to investors and cause the value of such securitiesto significantly decline or be worthless.Given the PRC governments authority,oversight may alsoextend to Sup

47、reme Highness Limited(“HK Xinxu”),our Hong Kong subsidiary,and the legal andoperational risks associated with operating in mainland China could also apply to HK Xinxu.HongKong is a special administrative region of the PRC and the basic policies of the PRC regarding HongKong are reflected in the Basi

48、c Law,namely,Hong Kongs constitutional document,which providesHong Kong with a high degree of autonomy and executive,legislative and independent judicial powers,including that of final adjudication under the principle of“one country,two systems”.We cannotassure you that there will not be any changes

49、 in the economic,political and legal environment inHong Kong.We may be subject to uncertainty about any future actions of the PRC government and it ispossible that most of the legal and operational risks associated with operating in the PRC may alsoapply to the PRC operating entities operations in H

50、ong Kong if they conduct business in Hong Kongin the future.As of the date of this prospectus,our Hong Kong subsidiary is only a holding companywith no business operations since its incorporation in Hong Kong,and we believe the Hong Kong lawsand ordinances have no impact on our ability to conduct ou

51、r business through our PRC subsidiaries,accept foreign investment or listing on an U.S.exchange.For a description of our corporatestructure as well as related risks,see“Corporate History and Structure”beginning on page 68.In recent years,the PRC government initiated a series of regulatory actions an

52、d made a numberof public statements on the regulation of business operations in China with little advance notice,including cracking down on illegal activities in the securities market,enhancing supervision overChina-based companies listed overseas,adopting new measures to extend the scope of cyberse

53、curityreviews,and expanding efforts in anti-monopoly enforcement.On February 17,2023,the China Securities Regulatory Commission(the“CSRC”)released theTrial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies(the“Trial Measures”)with five interpretive guidelines(

54、together with the Trial Measures,collectively,the“New Overseas Listing Rules”),which came into effect on March 31,2023.The NewOverseas Listing Rules apply to overseas securities offerings and/or listings conducted by(i)companies incorporated in the PRC,or PRC domestic companies,directly and(ii)compa

55、niesincorporated overseas with operations primarily in the PRC and valued on the basis of interests inPRC domestic companies,or indirect offerings.The New Overseas Listing Rules requires(1)thefilings of the overseas offering and listing plan by the PRC domestic companies with the CSRC undercertain c

56、onditions,and(2)the filing of certain prescribed form by their underwriters with theCSRC under certain conditions and the submission of an annual report of such filed underwriters tothe CSRC within the required timeline.Based on the advice of our PRC counsel,King&WoodMallesons,as our PRC subsidiarie

57、s accounted for more than 50%of our consolidated revenues,profit,total assets or net assets for the fiscal years ended June 30,2023 and 2022,and the key componentsof our operations are carried out in the PRC,this offering is considered an Table of Contentsindirect offering and we are subject to the

58、filing requirements for this offering under the NewOverseas Listing Rules,and this offering and our listing on Nasdaq are therefore contingent on thecompletion of the filing procedures with the CSRC.We will not complete the offering and listing onNasdaq without first receiving CSRCs filing completio

59、n notice under the New Overseas ListingRules.Our CSRC filing was submitted in March 2024 and is still under review by CSRC as of the dateof this prospectus.There remain uncertainties in the interpretation and enforcement of these newlaws and guidelines,which could materially and adversely impact our

60、 business and financial outlook.The PRC government has significant authority to exert influence on the ability of a China-basedcompany,such as our PRC subsidiaries,to conduct its business,accept foreign investments or liston a U.S.or other foreign exchange.The PRC government also has significant dis

61、cretion over theconduct of our business and may intervene with or influence our operations or the development of ourindustry as it deems appropriate to further regulatory,political and societal goals.Furthermore,the PRC government has recently indicated an intent to exert more oversight and control

62、overoverseas securities offerings and foreign investment in China-based companies.Any such action,oncetaken by the PRC government,may significantly limit or completely hinder our ability to offer orcontinue to offer securities to investors and cause the value of such securities to significantlydecli

63、ne or in extreme cases,become worthless.See“Risks Related to Doing Business in China TheCSRC has recently released the New Overseas Listing Rules for China-based companies seeking toconduct overseas offering and listing in foreign markets.Under the New Overseas Listing Rules,thePRC government exerts

64、 more oversight and control over offerings that are conducted overseas andforeign investment in China-based issuers,which could significantly limit or completely hinder ourability to offer or continue to offer our ordinary shares to investors and could cause the value ofour ordinary shares to signif

65、icantly decline or such shares to become worthless”beginning on page34 for a description of the New Overseas Listing Rules and how they may impact our company and thisoffering.Furthermore,as more stringent criteria have been imposed by the U.S.Securities and ExchangeCommission(the“SEC”)and the Publi

66、c Company Accounting Oversight Board(the“PCAOB”)recently,our securities may be prohibited from trading if our auditor cannot be fully inspected.OnDecember 16,2021,the PCAOB issued its determination that the PCAOB is unable to inspect orinvestigate completely PCAOB-registered public accounting firms

67、headquartered in mainland China andin HongKong,because of positions taken by PRC authorities in those jurisdictions,and the PCAOBincluded in the report of its determination a list of the accounting firms that are headquartered inthe mainland China or Hong Kong.On August 26,2022,the CSRC,the Ministry

68、 of Finance of the PRC(the“MOF”),and the PCAOB signed a Statement of Protocol(the“Protocol”),which establishes aspecific and accountable framework for the PCAOB to conduct inspections and investigations of PCAOB-governed accounting firms in mainland China and Hong Kong.On December 15,2022,the PCAOB

69、announcedthat it was able to secure complete access to inspect and investigate PCAOB-registered publicaccounting firms headquartered in mainland China and Hong Kong completely in 2022.On December 29,2022,the Consolidated Appropriations Act,2023(the“CAA”)was signed into law by PresidentBiden.The CAA,

70、among other things,reduced the number of consecutive non-inspection years requiredfor triggering the prohibitions under the Accelerating Holding Foreign Companies Accountable Act(the“HFCA Act”)as it was originally passed from three years to two,and thus,reduced the timebefore our shares may be prohi

71、bited from trading or delisted.The PCAOB vacated its previous 2021determinations that the PCAOB was unable to inspect or investigate completely registered publicaccounting firms headquartered in mainland China and Hong Kong.However,whether the PCAOB willcontinue to be able to satisfactorily conduct

72、inspections of PCAOB-registered public accountingfirms headquartered in mainland China and Hong Kong is subject to uncertainties and depends on anumber of factors out of our and our auditors control.The PCAOB continues to demand completeaccess in mainland China and Hong Kong moving forward and is ma

73、king plans to resume regularinspections in early 2023 and beyond,as well as to continue pursuing ongoing investigations andinitiate new investigations as needed.The PCAOB has also indicated that it will act immediately toconsider the need to issue new determinations with the HFCA Act if needed.See“R

74、isk Factors Risks Related to Doing Business in China Our ordinary shares may be delisted under the HFCA Actif the PRC adopts positions at any time in the future that would prevent the PCAOB from continuingto inspect or investigate completely accounting firms headquartered in mainland China or Hong K

75、ong.The delisting of our ordinary shares,or the threat of their being delisted,may materially andadversely affect the value of your investment.Furthermore,the U.S.Senate passed the AcceleratingHolding Foreign Companies Accountable Act,which amends the HFCA Act and requires the SEC toprohibit an issu

76、ers securities from trading on any U.S.stock exchanges if its auditor is notsubject to PCAOB inspections for two consecutive years instead of three,thus reducing the timebefore our ordinary shares may be prohibited from trading or delisted.The HFCA Act,theAccelerating Holding Foreign Companies Accou

77、ntable Act,which amends the HFCA Act,together withrecent joint statement by the SEC and PCAOB,the PCAOBs determinations,and the Nasdaq rulechanges,all call for additional and more stringent criteria to be applied to emerging marketcompanies upon assessing the qualification of their auditors,especial

78、ly the non-U.S.auditors whoare not inspected by the PCAOB.These developments add uncertainties to our offering.”on page 22.Per Share TotalPublic offering price$Underwriting fees and commissions(1)(2)$Proceeds to us,before expenses$_(1)Represents underwriting discount and commissions equal to 7.5%per

79、 share(or$per share),which is the underwriting discount we have agreed to pay on the gross proceeds of thisoffering.We have also agreed to issue,upon the closing of this offering,warrants to theunderwriters,entitling it to purchase up to 6%of the number of ordinary shares sold in thisoffering.For a

80、description of other terms of the underwriters warrants,see“Underwriting.”(2)Does not include a non-accountable expense allowance of$100,000 payable to the underwritersat closing of the offering.In addition,we have agreed to pay up to$170,000 of accountableout-of-pocket expenses incurred by the unde

81、rwriters in connection with this offering,including the fees and expenses of underwriters counsel.For a description of the otherterms of compensation to be received by the underwriters,see“Underwriting.”Table of ContentsWe have granted a 45-day option to the representatives of the underwriters to pu

82、rchase up toan additional ordinary shares,solely to cover over-allotments,if any.Neither the SEC nor any other regulatory body has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus.Anyrepresentation to the contrary is a criminal offense.The underwr

83、iters expect to deliver the ordinary shares to purchasers against payment thereforon or about,2024.Craft Capital Management LLC R.F.Lafferty&Co.,Inc.The date of this prospectus is,2024.Table of ContentsTABLE OF CONTENTS PAGEABOUT THIS PROSPECTUS iiPROSPECTUS SUMMARY 1RISK FACTORS 22CAUTIONARY NOTE R

84、EGARDING FORWARD-LOOKING STATEMENTS 60USE OF PROCEEDS 62DIVIDEND POLICY 63CAPITALIZATION 64DILUTION 65ENFORCEABILITY OF CIVIL LIABILITIES 66CORPORATE HISTORY AND STRUCTURE 68MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 69INDUSTRY 81OUR BUSINESS 83REGULATION 96M

85、ANAGEMENT 111PRINCIPAL SHAREHOLDERS 116RELATED PARTY TRANSACTIONS 117DESCRIPTION OF SHARE CAPITAL 119SHARES ELIGIBLE FOR FUTURE SALE 133TAXATION 134UNDERWRITING 140EXPENSES OF THIS OFFERING 151LEGAL MATTERS 152EXPERTS 152CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT 152WHERE YOU CAN FIND ADDITIONAL IN

86、FORMATION 153INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1You should rely only on the information contained in this prospectus.We havenot,and the underwriters have not,authorized anyone to provide you with informationdifferent from what is contained in this prospectus.If anyone provides you withdif

87、ferent or inconsistent information,you should not rely on it.We are not,and theunderwriters are not,making an offer to sell securities in any jurisdiction wherethe offer or sale is not permitted.The information contained in this prospectus isaccurate only as of the date on the front of this prospect

88、us,regardless of the timeof delivery of this prospectus or any sale of the securities.Our business,financialcondition,results of operations and prospects may have changed since that date.For investors outside of the UnitedStates of America(the“UnitedStates”orthe“U.S.”):Neither we nor the underwriter

89、s have done anything that would permitthis offering or possession or distribution of this prospectus in any jurisdiction,other than the UnitedStates,where action for that purpose is required.Personsoutside of the UnitedStates who come into possession of this prospectus must informthemselves about,an

90、d observe any restrictions relating to,the offering of theordinary shares and the distribution of this prospectus outside of theUnitedStates.iTable of ContentsABOUT THIS PROSPECTUSUnless otherwise indicated,in this prospectus,the following terms shall havethe meaning set out below:“Anhui Xinxu”Anhui

91、 Xinxu New Materials Co.,Ltd.,a limited liabilitycompany organized under the laws of China and a wholly-ownedsubsidiary of Anhui Heri Information Technology Co.,Ltd.“Anhui Heri”or“WFOE”Anhui Heri Information Technology Co.,Ltd.,a limitedliability company organized under the laws of China and awholly

92、-owned subsidiary of Supreme Highness Limited.“China”or the“PRC”The Peoples Republic of China,including HongKong and Macau,and the term“Chinese”has a correlative meaning for thepurposes of this prospectus only,unless the context otherwiseindicates.The references to laws and regulations of“China”or t

93、he“PRC”are only to such laws and regulations of mainlandChina,excluding,for the purpose of this prospectus only,Taiwan,Hong Kong and Macau.“Code”The Internal Revenue Code of 1986,as amended.“Exchange Act”The Securities Exchange Act of 1934,as amended.“HK Xinxu”Supreme Highness Limited,a limited comp

94、any organized under thelaws of Hong Kong and a wholly owned subsidiary of XinxuCopper Industry Technology Limited.“Hong Kong”The Hong Kong Special Administrative Region of the PeoplesRepublic of China.“Macau”The Macao Special Administrative Region of the PeoplesRepublic of China.“mainland China”The

95、Peoples Republic of Mainland China,excluding Taiwan,Hong Kong and Macau for the purpose of this prospectus.“Nasdaq”Nasdaq Stock Market LLC.“ordinaryshares”Ordinary shares,par value HK$0.10 per share,of Xinxu CopperIndustry Technology Limited.“PCAOB”The Public Company Accounting Oversight Board.“RMB”

96、,“ChineseYuan”or“Renminbi”Legal currency of China.“SEC”The UnitedStates Securities and Exchange Commission.“Securities Act”The Securities Act of 1933,as amended.“US”,“U.S.”or“USA”The United States of America.“US$,”“U.S.dollars,”“$,”or“dollars”Legal currency of the UnitedStates.“we,”“us,”“our,”“ourse

97、lves,”“our company,”“Company”Xinxu Copper Industry Technology Limited,a Cayman Islandsexempted company,and its subsidiaries,Supreme HighnessLimited,Anhui Heri Information Technology Co.,Ltd.,and AnhuiXinxu New Materials Co.,Ltd.“Xinxu”Xinxu Copper Industry Technology Limited,an exempted companyincor

98、porated under the laws of Cayman Islands with limitedliability.Our reporting currency is the US$.The functional currency of our entities isRMB.This registration statement contains conversion of certain RMB amounts into U.S.dollar amounts at specified rates solely for the convenience of the reader.Th

99、econversion of RMB into U.S.dollars in this prospectus is based on the exchange rateset forth in the H.10 statistical release of the Board of Governors of the FederalReserve System.Unless otherwise noted,all translations from RMB to U.S.dollars andfrom U.S.dollars to RMB in this prospectus are made

100、at the rate as of the end of theapplicable period,that is,RMB7.2513 to US$1.00,the rate in effect as of June 30,2023.We make noiiTable of Contentsrepresentation that any RMB or U.S.dollar amounts could have been,or could be,converted into U.S.dollars or RMB,as the case may be,at any particular rate,

101、or atall.The PRC government imposes control over its foreign currency reserves in partthrough direct regulation of the conversion of RMB into foreign exchange.Numerical figures included in this registration statement may be subject torounding adjustments.Accordingly,numerical figures shown as totals

102、 in varioustables may not be arithmetic aggregations of the figures that precede them.For the sake of clarity,this prospectus follows the English naming convention offirst name followed by last name,regardless of whether an individuals name isChinese or English.For example,the name of our Chief Exec

103、utive Officer and directorwill be presented as“Jinchun Cheng”,even though,in Chinese,Mr.Chengs name ispresented as“Cheng Jinchun”.Our fiscal year end is June 30.References to a particular“fiscal year”are toour fiscal year ended June 30 of that calendar year.Our audited consolidatedfinancial statemen

104、ts have been prepared in accordance with the generally acceptedaccounting principles in the UnitedStates(the“U.S.GAAP”).Except where indicated or where the context otherwise requires,all informationin this prospectus assumes no exercise by the underwriters of their over-allotmentoption.We obtained t

105、he industry,market and competitive position data in this prospectusfrom our own internal estimates,surveys,and research as well as from publiclyavailable information,industry and general publications and research,surveys andstudies conducted by third parties.None of the independent industry publicat

106、ionsused in this prospectus were prepared on our behalf.Industry publications,research,surveys,studies and forecasts generally state that the information they contain hasbeen obtained from sources believed to be reliable,but that the accuracy andcompleteness of such information is not guaranteed.For

107、ecasts and other forward-looking information obtained from these sources are subject to the samequalifications and uncertainties as the other forward-looking statements in thisprospectus,and to risks due to a variety of factors,including those described under“Risk Factors.”These and other factors co

108、uld cause results to differ materiallyfrom those expressed in these forecasts and other forward-looking information.We have proprietary rights to trademarks used in this prospectus that areimportant to our business,many of which are registered under applicable intellectualproperty laws.Solely for co

109、nvenience,the trademarks,service marks and trade namesreferred to in this prospectus are without the,and other similar symbols,butsuch references are not intended to indicate,in any way,that we will not assert,tothe fullest extent under applicable law,our rights or the rights of the applicablelicens

110、ors to these trademarks,service marks and trade names.This prospectus may contain additional trademarks,service marks and trade namesof others.All trademarks,service marks and trade names appearing in this prospectusare,to our knowledge,the property of their respective owners.We do not intend ouruse

111、 or display of other companies trademarks,service marks or trade names to implya relationship with,or endorsement or sponsorship of us by,any other person.iiiTable of ContentsPROSPECTUS SUMMARYInvestors are cautioned that you are purchasing ordinary shares ofXinxu,our Cayman Islands holding company

112、in this initial public offeringinstead of purchasing equity securities of our PRC subsidiaries that havebusiness operations in China.This summary highlights certain information contained elsewhere in thisprospectus.This summary does not contain all of the information you shouldconsider before buying

113、 shares in this offering.You should read the entireprospectus carefully,including our financial statements and related notes and therisks described under“Risk Factors.”This summary contains forward-lookingstatements that involve risks and uncertainties,such as statements about ourplans,objectives,ex

114、pectations,assumptions or future events.These statementsinvolve estimates,assumptions,known and unknown risks,uncertainties and otherfactors that could cause actual results to differ materially from any futureresults,performances or achievements expressed or implied by the forward-lookingstatements.

115、See“Cautionary Note Regarding Forward-Looking Statements.”OverviewXinxu is a holding company incorporated on September 11,2017 as an exemptedcompany under the laws of the Cayman Islands.As a holding company with no materialoperations of its own,Xinxu conducts substantially all of its operations thro

116、ughits subsidiaries established in China,primarily Anhui Xinxu.We,through Anhui Xinxu,are primarily engaged in the research and development(“R&D”),fabricating and processing,and sales and distribution of copper andcopper alloy products.Our products include,but are not limited to,T2 red copperbars,T2

117、 tin-plated copper bars,T2 copper rods and sticks,and electrolyticcopper.We engage in metal casting,extruding,and drawing to fabricate finishedand semi-finished copper products from copper cathode and scrap copper wires.Ourproducts are used in a variety of applications across diversified end markets

118、,including electronics and electrical components,telecommunications,automobiles,air conditioners,ships,metallurgy,electromechanical,transportation,buildingand housing,power distribution,solar energy and other sectors across China.We access these end markets through our direct sales force reaching a

119、widevariety of customers with both high and low volume demands for our products.Webelieve the diversity of our product portfolio,our R&D capacities and technicalexpertise underpin the long-standing relationships we have with our broad customerbase.We currently have over 200 customers,covering 15 pro

120、vinces and municipalcities of China,including but not limited to Beijing,Shanghai,Anhui,Zhejiang,Jiangsu,and Guangdong.We employ approximately 100 people and operate our businessin an area of approximately 43,330 square meters in Wuhu City,Anhui Province,China.As of the date of this prospectus,we ha

121、ve two manufacturing workshops inservice covering an area of approximately 7,564 square meters,housing fourproductions lines with an annual production capacity of approximately 15,000 tons.In addition,we are in the process of procuring and installing new production linesin three additional manufactu

122、ring workshops,which cover an area of approximately14,296 square meters and are expected to be put into service in the second half of2024.We also have approximately 45 suppliers and have established long-termstrategic partnerships with most of our major suppliers for the sufficient andsteady supply

123、of our raw materials.Since our inception,we have focused on the establishment and improvement ofour R&D capacities.In April 2017,we established our R&D department and technologycenter in Wuhu City,Anhui Province,and have conducted numerous R&D projects sincethen.We currently own six registered paten

124、ts acquired as a result of those R&Dprojects.As of the date of this prospectus,those patents have been applied intoour product portfolio,which have improve our product quality and productionefficiency.As of the date of this prospectus,we have a R&D team consisting of 22staff,and have a patent portfo

125、lio of six registered patents in China.In 2018,our“Xinxu”branded copper busbars were awarded as“Anhui Brand Name Products”andin the same year,Anhui Xinxu was also recognized as an“Anhui Enterprise TechnicalCenter”and“Anhui Trademark Demonstration Enterprise”due to our comparativelystrong technical s

126、trength and optimized R&D conditions.Since 2018,Anhui Xinxu hasqualified as a“High and New-Technology Enterprise”(“HNTE”)by Anhui ProvinceScience and Technology Bureau.1Table of ContentsWe prioritize product quality management and are committed to strengthening theprofessional ethics and cultivating

127、 quality consciousness of our employees,forminga strict quality management system,which we believe is in line with industrystandards in China.As a high technology company,we have established a soundquality control system where our products,including copper bars and sticks,arecurrently compliant with

128、 the ISO 9001 and ISO 14001 standards.We generate revenues through(i)sales of our own“Xinxu”brand copperproducts,(ii)sales of copper raw materials,and(iii)service fees for processingcustomized copper products for our customers.For the fiscal years ended June 30,2023 and 2022,we recognized revenue of

129、approximately$170.85 million and$107.44 million,respectively,and generated netloss of$0.27 million and net income of$1.11 million,respectively.Our StrengthsWe believe that the following strengths contribute to our growth anddifferentiate us from our competitors:Strong R&D capabilities.Long-standing

130、and stable customer and supplier relationships.Experienced management team.Our StrategiesWe intend to grow our business by pursuing the following strategies:Strengthen our industry position by gaining additional market share.Uphold our commitment to product quality.Extend and upgrade product offerin

131、gs through technology innovation.Expand our sales network.Enhance our ability to attract,incentivize and retain talentedprofessionals.Our Corporate History and StructureIncorporated on September 11,2017,Xinxu is a Cayman Islands exempted companystructured as a holding company and conducts its operat

132、ions through subsidiaries inChina.We first started our business through our wholly owned subsidiary,AnhuiXinxu,which was formed in China in 2012.HK Xinxu,incorporated on September 15,2017 under the laws of Hong Kong,isour wholly-owned subsidiary in Hong Kong and a holding company without any busines

133、soperations,which,in turn,wholly owns all of the equity interest of Anhui Heri,awholly foreign-owned enterprise incorporated on November 10,2021 under the laws ofChina.On November 15,2021,Anhui Heri entered into share transfer agreements(the“Share Transfer Agreements”)with all shareholders of Anhui

134、Xinxu,to acquire allthe equity interests of Anhui Xinxu for no consideration.Upon closing of suchshare transfers on November 15,2021,Anhui Xinxu became a wholly-owned subsidiaryof Anhui Heri.2Table of ContentsAnhui Xinxu was incorporated as a limited liability company in China under thename“Wuhu Xin

135、xu Copper Industry Co.,Ltd.”on January 5,2012,with a currentregistered capital of RMB210 million after several rounds of capital increases.Anhui Xinxu changed its name to“Anhui Xinxu New Materials Inc.”and convertedinto a company limited by shares on March 19,2015.Anhui Xinxu was listed on theAnhui

136、Equity Exchange,which is a regional equity trading system for small-to-medium micro enterprises in Anhui Province,China,from 2015 to 2016.Following itsvoluntary delisting from the Anhui Equity Exchange,Anhui Xinxu changed its name to“Anhui Xinxu New Materials Co.,Ltd.”and converted back into a limit

137、ed liabilitycompany in October 2017.The chart below summarizes our corporate structure,including our subsidiaries,as of the date of this prospectus:Condensed Consolidating ScheduleThe tables below are condensed consolidating schedules summarizing separatelythe financial position,results of operation

138、s,and cash flows of Xinxu(“Parent”in the tables below)and its subsidiaries(“Subsidiaries”in the tables below),together with eliminating adjustments:3Table of ContentsCondensed Consolidating Schedule Balance Sheet As of June30,2023 As of June30,2022 Parent Subsidiaries Subtotal Elimination Consolidat

139、ed Parent Subsidiaries Subtotal Elimination ConsolidateAssets Current assets Cash 200 24,421 24,621 24,621 214,358 214,358 214,358Accountsreceivable,net 4,809,046 4,809,046 4,809,046 577,189 577,189 577,189Inventory 8,391,638 8,391,638 8,391,638 74,563,603 74,563,603 74,563,603Prepaids andothercurre

140、ntassets 50,000 9,316,603 9,366,603(998,146)9,366,603 998,346 2,404,684 3,403,030(998,346)2,404,684Due fromsubsidiaries 998,146 998,146 Due fromparent Total currentassets 1,048,346 22,541,708 23,590,054(998,146)22,591,908 998,346 77,759,834 78,758,180(998,346)77,759,834Property andequipment,net 2,36

141、2,720 2,362,720 2,362,720 1,800,101 1,800,101 1,800,101Intangibles,net 756,704 756,704 756,704 838,499 838,499 838,499Loanreceivable 2,865,177 2,865,177 2,865,177Deferred IPOcosts 50,000 914,247 964,247 964,247Deferred taxassets 470,523 470,523 470,523 504,767 504,767 504,767Longtermdeferredexpenses

142、 81,340 81,340 81,340 7,670 7,670 7,670Investment insubsidiaries 2,800,170 2,800,170(2,800,170)2,800,170 2,800,170(2,800,170)Total assets 3,848,516 26,212,995 30,061,511(3,798,316)26,263,195 3,848,516 84,690,295 88,538,811(3,798,516)84,740,295 Liabilities Shorttermborrowings 9,260,409 9,260,409 9,26

143、0,409 8,554,665 8,554,665 8,554,665Accountspayable 1,602,392 1,602,392 1,602,392 56,704,626 56,704,626 56,704,626Accrued expand othercurrentliabilities 3,589,298 3,589,298 3,589,298 5,941,005 5,941,005(998,346)4,942,658Tax payables 1,423,000 1,423,000 1,423,000 998,463 998,463 998,463Due to relatedp

144、arties 1,050,864 5,749,624 6,800,488 6,800,488 1,050,864 8,247,505 9,298,369 9,298,369Due tosubsidiaries Due to parent 998,146 998,146(998,146)Total currentliabilities 1,050,864 22,622,869 23,673,733(998,146)22,675,587 1,050,864 80,446,264 81,497,128(998,346)80,498,781Deferredrevenue 133,721 133,721

145、 133,721 148,413 148,413 148,413Longtermpayable 551,625 551,625 551,625 597,184 597,184 597,184Totalliabilities 1,050,864 23,308,215 24,359,079(998,146)23,360,933 1,050,864 81,191,861 82,242,725(998,346)81,244,378Shareholdersequity Ordinaryshares,$0.01275 parvalue,3,900,000sharesauthorized,100,000sh

146、aresissued andoutstanding 1,275 2,800,170 2,801,445(2,800,170)1,275 1,275 2,800,170 2,801,445(2,800,170)1,275Additionalpaid incapital 2,798,895 2,798,895 2,798,895 2,798,895 2,798,895 2,798,895Specialreserve 2,686,899 2,686,899 2,686,899 2,686,899 2,686,899 2,686,899Accumulateddeficit(2,518)(1,992,6

147、96)(1,995,214)(1,995,214)(2,518)(1,719,597)(1,722,115)(1,722,115Accumulatedothercomprehensiveincome(loss)(589,594)(589,594)(589,594)(269,038)(269,038)(269,038Totalshareholdersequity 2,797,652 2,904,780 5,702,432(2,800,170)2,902,262 2,797,652 3,498,434 6,296,086(2,800,170)3,495,916Totalliabilitiesand

148、 3,848,516 26,212,995 30,061,511(3,798,316)26,263,195 3,848,516 84,690,295 88,538,811(3,798,516)84,740,295shareholdersequity4Table of ContentsCondensed Consolidating Schedule Statement of Operations For the fiscal year ended June30,2023 For the fiscal year ended June30,2022 For Parent Subsidiaries S

149、ubtotal Elimination Total Parent Subsidiaries Subtotal Elimination Total Parent SubsRevenue 170,845,619 170,845,619 170,845,619 107,438,698 107,438,698 107,438,698 55,Cost ofrevenue (168,795,378)(168,795,378)(168,795,378)(104,206,463)(104,206,463)(104,206,463)(49,Gross profit 2,050,241 2,050,241 2,0

150、50,241 3,232,235 3,232,235 3,232,235 5,Totaloperatingexpenses (1,985,813)(1,985,813)(1,985,813)(1,897,544)(1,897,544)(1,897,544)(1,Operatingincome 64,428 64,428 64,428 1,334,691 1,334,691 1,334,691 4,Other(expenses)income (305,714)(305,714)(305,714)2,518 8,420 10,938 10,938 (Loss)incomebeforeincomet

151、axes (241,286)(241,286)(241,286)2,518 1,343,111 1,345,629 1,345,629 4,Income taxprovision (31,813)(31,813)(31,813)(232,657)(232,657)(232,657)(Net(loss)income (273,099)(273,099)(273,099)2,518 1,110,454 1,112,972 1,112,972 3,Foreigncurrencyadjustment (320,556)(320,556)(320,556)(179,115)(179,115)(179,1

152、15)Comprehensive(loss)income (593,655)(593,655)(593,655)2,518 931,340 933,858 933,858 3,5Table of ContentsCondensed Consolidating Schedule Statement of Cash Flows For the fiscal year ended June30,2023 For the fiscal year ended June30,2022 Parent Subsidiaries Subtotal Elimination Consolidated Parent

153、Subsidiaries Subtotal Elimination ConsolidatedCash flows fromoperatingactivities Net income(loss)(273,099)(273,099)(273,099)(2,882)1,115,854 1,112,972 1,112,972Adjustment foritems notaffecting cash Depreciationandamortization 260,399 260,399 260,399 231,466 231,466 231,466Loss on PPEdisposition 994

154、994 994Bad debt(recovery)expense 31,082 31,082 31,082 408,760 408,760 408,760Deferred taxassets (4,447)(4,447)(4,447)(62,361)(62,361)(62,361)Deferredrevenue (3,514)(3,514)(3,514)(3,454)(3,454)(3,454)Deferredexpense (77,434)(77,434)(77,434)2,106 2,106 2,106Specialreserve 194,745 194,745 194,745 (515,

155、819)(515,819)(515,819)Changes inoperatingassets andliabilities Accountsreceivable (4,490,033)(4,490,033)(4,490,033)5,233,781 5,233,781 5,233,781Notereceivable Inventories 63,072,967 63,072,967 63,072,967 (69,122,582)(69,122,582)(69,122,582)Advances tosuppliers (4,787,213)(4,787,213)(4,787,213)(316,7

156、39)(316,739)(316,739)Deferred IPOcostsandOtherreceivables 200(1,908,437)(1,908,237)(1,908,237)(273,500)(602,485)(875,985)(875,985)Accountspayable (52,950,102)(52,950,102)(52,950,102)54,905,061 54,905,061 54,905,061Accruedexpenses andothercurrentliabilities 2,581,623 2,581,623 2,581,623 99,947(244,17

157、5)(144,228)(144,228)Advances fromcustomers (3,607,657)(3,607,657)(3,607,657)3,470,147 3,470,147 3,470,147Tax payable 522,146 522,146 522,146 (609,458)(609,458)(609,458)Net cashprovided by(used in)operatingactivities 200(1,438,974)(1,438,774)(1,438,774)(176,435)(6,108,904)(6,285,339)(6,285,339)Cash f

158、lows frominvestingactivities Purchases ofproperty,plant andequipment (971,723)(971,723)(971,723)(212,423)(212,423)(212,423)Disposal ofproperty,plant andequipment 31 31 31Payment of S/Tloanreceivable Collection ofS/T loanreceivable 2,759,900 2,759,900 2,759,900 Net cashprovided by(used in)investingac

159、tivities 1,788,177 1,788,177 1,788,177 (212,392)(212,392)(212,392)6Table of ContentsCondensed Consolidating Schedule Statement of Cash Flows(Continued)For the fiscal year ended June30,2023 For the fiscal year ended June30,2022 Parent Subsidiaries Subtotal Elimination Consolidated Parent Subsidiaries

160、 Subtotal Elimination ConsolidatedCash flows fromfinancingactivities Proceeds fromshorttermborrowings 8,154,050 8,154,050 8,154,050 9,279,053 9,279,053 9,279,053Repayments onshorttermborrowings (6,737,517)(6,737,517)(6,737,517)(6,876,414)(6,876,414)(6,876,414)Proceeds fromrelatedparties 4,509,031 4,

161、509,031 4,509,031 1,050,864 13,417,984 14,468,848 14,468,848Payment to relatedparties (6,456,123)(6,456,123)(6,456,123)(20,000)(10,366,668)(10,386,668)(10,386,668)Additional capitalcontribution (849,970)849,970 Proceeds fromgovernment loan Net cash provided by(used in)financingactivities (530,559)(5

162、30,559)(530,559)180,894 6,303,925 6,484,819 6,484,819Effect of foreignexchange (8,581)(8,581)(8,581)(23,934)(23,934)(23,934)Net increase(decrease)incash 200(189,937)(189,737)(189,737)4,460(41,305)(36,845)(36,845)Cash,beginning 214,358 214,358 214,358 251,203 251,203 251,203Cash,end 200 24,421 24,621

163、 24,621 4,460 209,898 214,358 214,3587Table of ContentsRecent Regulatory Developments in ChinaIn recent years,the PRC government initiated a series of regulatory actionsand made a number of public statements on the regulation of business operations inChina with little advance notice,including cracki

164、ng down on illegal activities inthe securities market,enhancing supervision over China-based companies listedoverseas,adopting new measures to extend the scope of cybersecurity reviews,andexpanding efforts in anti-monopoly enforcement.Among other things,the Regulations on Mergers and Acquisitions of

165、 DomesticEnterprises by Foreign Investors(the“M&A Rules”)and the Anti-Monopoly Law ofthe Peoples Republic of China promulgated by the SCNPC which became effective in2008(“Anti-Monopoly Law”),established additional procedures and requirementsthat could make merger and acquisition activities by foreig

166、n investors more time-consuming and complex.Such regulation requires,among other things,that theMinistry of Commerce of the Peoples Republic of China(the“MOFCOM”)be notifiedin advance of any change-of-control transaction in which a foreign investoracquires control of a PRC domestic enterprise or a f

167、oreign company with substantialPRC operations,if certain thresholds under the Provisions of the State Council onthe Standard for Declaration of Concentration of Business Operators,issued by theState Council in 2008,are triggered.Moreover,the Anti-Monopoly Law requires thattransactions which involve

168、the national security,the examination on the nationalsecurity shall also be conducted according to the relevant provisions of theMeasures for the Safety Examination of Foreign Investment.In addition,the PRCMeasures for the Security Review of Foreign Investment which became effective inJanuary 2021 r

169、equire acquisitions by foreign investors of PRC companies engaged inmilitary-related or certain other industries that are crucial to national securitybe subject to security review before consummation of any such acquisition.On July 6,2021,the relevant PRC government authorities made public theOpinio

170、ns on Strictly Cracking Down on Illegal Securities Activities in Accordancewith the Law(the“Opinions”).The Opinions emphasized the need to strengthen theadministration over illegal securities activities and the supervision on overseaslistings by China-based companies and proposed to take effective m

171、easures,such aspromoting the construction of relevant regulatory systems to deal with the risksand incidents faced by China-based overseas-listed companies.Pursuant to theOpinions,Chinese regulators are required to accelerate rulemaking related to theoverseas issuance and listing of securities,and u

172、pdate the existing laws andregulations related to data security,cross-border data flow,and management ofconfidential information.Numerous regulations,guidelines and other measures areexpected to be adopted under the umbrella of or in addition to the CybersecurityLaw of the PRC(the“Cybersecurity Law”

173、)and the Data Security Law of the PRC.Asof the date of this prospectus,no official guidance or related implementationrules have been issued yet and the interpretation of these opinions remains unclearat this stage.In addition,on July 10,2021,the Cyberspace Administration of China issuedthe Measures

174、for Cybersecurity Review(Revision Draft for Comments),or theMeasures,for public comments,which propose to authorize the relevant governmentauthorities to conduct cybersecurity review on a range of activities that affect ormay affect national security,including listings in foreign countries by compan

175、iesthat possess the personal data of more than one million users.The Measures forCybersecurity Review(2021 version)which were promulgated on December 28,2021 andbecame effective on February 15,2022,provide that any“online platformoperators”possessing personal information of more than one million use

176、rs whichseeks to list in a foreign stock exchange should be subject to cybersecurityreview.The Measures for Cybersecurity Review(2021 version),further elaboratesthe factors to be considered when assessing the national security risks of therelevant activities,including,among others,(i)the risk of cor

177、e data,importantdata or a large amount of personal information being stolen,leaked,destroyed,andillegally used or exited the country;and(ii)the risk of critical informationinfrastructure,core data,important data or a large amount of personal informationbeing affected,controlled,or maliciously used b

178、y foreign governments afterlisting abroad.The Cyberspace Administration of China has said that under theproposed rules companies holding data on more than 1,000,000 users must now applyfor cybersecurity approval when seeking listings in other nations because of therisk that such data and personal in

179、formation could be“affected,controlled,andmaliciously exploited by foreign governments.”The cybersecurity review will alsolook into the potential national security risks from overseas IPOs.On February 17,2023,the CSRC released the New Overseas Listing Rules,whichcame into effect on March 31,2023.The

180、 New Overseas Listing Rules apply tooverseas securities offerings and/or listings conducted by(i)companiesincorporated in the PRC,or PRC domestic companies,directly and(ii)companiesincorporated overseas with operations primarily in the PRC and valued on the basisof interests in PRC domestic companie

181、s,or indirect offerings.The New OverseasListing Rules requires(1)the filings of the overseas offering and listing plan bythe PRC domestic companies with the CSRC under certain conditions,and(2)thefiling of certain prescribed form8Table of Contentsby their underwriters with the CSRC under certain con

182、ditions and the submission ofan annual report of such filed underwriters to the CSRC no later than January 31each year on its relevant business activities in the previous year on all overseaslistings.The required filing scope is not limited to the initial public offering,but also includes subsequent

183、 overseas securities offerings,single or multipleacquisition(s),share swap,transfer of shares or other means to seek an overseasdirect or indirect listing,a secondary listing or dual listing.On the same day,the CSRC also held a press conference for the release of theNew Overseas Listing Rules and is

184、sued the Overseas Listing Notice.Under theOverseas Listing Notice,a company that(i)has already completed overseas listingor(ii)has already obtained the approval for the offering or listing from overseassecurities regulators or exchanges but has not completed such offering or listingbefore effective

185、date of the New Overseas Listing Rules and also completes theoffering or listing before September 30,2023 will be considered as an existinglisted company and is not required to make any filing until it conducts a newoffering in the future.For the company that has already submitted offering andlistin

186、g applications but not yet obtained the approvals from overseas securitiesregulators or exchanges shall choose to make its filing with the CSRC at areasonable time but before the completion of the offering/listing.For the companythat has already obtained CSRC approval for overseas listing or offerin

187、g cancontinue its process during the valid term of the CSRC approval without additionalfiling and it shall make the filing pursuant to the New Overseas Listing Rules ifit does not complete the offering or listing before the expiration of the originalapproval from CSRC.Based on the advice of our PRC

188、counsel,King&Wood Mallesons,as our PRCsubsidiaries accounted for more than 50%of our consolidated revenues,profit,total assets or net assets for the fiscal years ended June 30,2022 and 2023,andthe key components of our operations are carried out in the PRC,this offering isconsidered an indirect offe

189、ring and we are subject to the filing requirements forthis offering under the New Overseas Listing Rules,and this offering and ourlisting on Nasdaq are therefore contingent on the completion of the filingprocedures with the CSRC.Our CSRC filing was submitted in March 2024 and is stillunder review by

190、 CSRC as of the date of this prospectus.We will not complete theoffering and listing on Nasdaq without first receiving CSRCs filing completionnotice under the New Overseas Listing Rules.If a violation of the foregoing andrelated regulations occurs,the CSRC may order rectification,issue warnings,andi

191、mpose a fine between RMB 1 million and RMB 10 million on our PRC Subsidiaries,which could adversely and materially affect our business operations and financialoutlook,and significantly limit or completely hinder our ability to offer orcontinue to offer our ordinary shares to investors and could caus

192、e the value of ourordinary shares to significantly decline or such shares to become worthless.See“Risks Related to Doing Business in China The CSRC has recently released the NewOverseas Listing Rules for China-based companies seeking to conduct overseasoffering and listing in foreign markets.Under t

193、he New Overseas Listing Rules,thePRC government exerts more oversight and control over offerings that are conductedoverseas and foreign investment in China-based issuers,which could significantlylimit or completely hinder our ability to offer or continue to offer our ordinaryshares to investors and

194、could cause the value of our ordinary shares tosignificantly decline or such shares to become worthless.”As of the date of thisprospectus,these new laws and guidelines have not impacted the Companys abilityto conduct its business,accept foreign investments,or continue to list on a U.S.or other forei

195、gn exchange;however,(i)we are required to file with the CSRCbefore the completion of this offering;(ii)if we were required to file with theCSRC or obtain approval from other PRC governmental authorities in the future butwere failed to file or denied permission from the PRC authorities to follow-upof

196、fering or transaction governed by the New Overseas Listing Rules and OverseasListing Notice,our ability to conduct our business may be materially impacted,wewill not be able to continue listing on any U.S.exchange,continue to offersecurities to investors,the interest of the investors may be material

197、ly adverselyaffected and our ordinary shares may significantly decrease in value or becomeworthless;and(iii)there are uncertainties in the interpretation and enforcementof these new laws and guidelines,which could materially and adversely impact ourbusiness and financial outlook and may impact our a

198、bility to accept foreigninvestments or continue to list on a U.S.or other foreign exchange.As of the date of this prospectus,except for the CSRC filing under the NewOverseas Listing Rules,we believe that we and our PRC subsidiaries are notrequired to obtain permissions or approvals from any of the P

199、RC authorities andneither of us has received any denial to list on the U.S.exchange.See“ProspectusSummary Regulatory Permissions”.However,if any other filings,approval,reviewor other procedure is required,there is no assurance that we will be able toobtain such filings,approval or complete such revi

200、ew or other procedures timely orat all.For any approval or permission that we have received or may receive infuture,it could nevertheless be revoked or cancelled,and the terms of itsreissuance may impose restrictions on our operations and offerings relating to oursecurities.Besides,the New Overseas

201、Listing Rules may subject us to additionalcompliance requirement in the future,and we9Table of Contentscannot assure you that we will be able to get the clearance of filing proceduresunder the New Overseas Listing Rules on a timely basis,or at all.Any failure ofus to fully comply with new regulatory

202、 requirements may significantly limit orcompletely hinder our ability to offer or continue to offer our ordinary shares,cause significant disruption to our business operations,and severely damage ourreputation,which would materially and adversely affect our financial condition andresults of operatio

203、ns and cause our ordinary shares to significantly decline invalue or become worthless.On February 24,2023,the CSRC,together with other PRC government authorities,released the Provisions on Strengthening the Confidentiality and ArchivesAdministration Related to the Overseas Securities Offering and Li

204、sting by DomesticEnterprises(the“Confidentiality and Archives Administration Provisions”),whichcame into effect on March 31,2023.The Confidentiality and Archives AdministrationProvisions require,among others,that PRC domestic enterprises seeking to offerand list securities in overseas markets,either

205、 directly or indirectly,shallestablish the confidentiality and archives system,and shall complete approval andfiling procedures with competent authorities,if such PRC domestic enterprises ortheir overseas listing entities provide or publicly disclose documents or materialsinvolving state secrets and

206、 work secrets of PRC government agencies to relevantsecurities companies,securities service institutions,overseas regulatory agenciesand other entities and individuals.It further stipulates that providing orpublicly disclosing documents and materials which may adversely affect nationalsecurity or pu

207、blic interests,and accounting files or copies of importantpreservation value to the state and society shall be subject to correspondingprocedures in accordance with relevant laws and regulations.We have been closely monitoring regulatory developments in China regarding anynecessary approvals from th

208、e CSRC,the CAC or other PRC regulatory authoritiesrequired for our operations and overseas listings,including this offering.However,there remains significant uncertainty as to the enactment,interpretationand implementation of regulatory requirements related to overseas securitiesofferings and other

209、capital markets activities.The PRC government may take actionsto exert more oversight and control over offerings by China-based issuers conductedoverseas and/or foreign investment in such companies,which could significantlylimit or completely hinder our ability to offer or continue to offer securiti

210、es toinvestors outside China and cause the value of our securities to significantlydecline or become worthless.If it is determined in the future that any additionalapproval or permissions of the CSRC,the CAC or any other regulatory authority isrequired for our operations through our PRC subsidiaries

211、 and this offering and weor our PRC subsidiaries do not receive or maintain the approvals or permissions,orwe or our PRC subsidiaries inadvertently conclude that such approvals orpermissions are not required,or applicable laws,regulations,or interpretationschange such that we or our PRC subsidiaries

212、 are required to obtain approvals orpermissions in the future,we and our PRC subsidiaries may be subject toinvestigations by relevant regulators,fines or penalties,ordered to suspend ourPRC subsidiaries relevant operations and rectify any non-compliance,limit ourability to pay dividends outside of m

213、ainland China,delay or restrict therepatriation of the proceeds from this offering into mainland China or take otheractions prohibited from engaging in relevant business or conducting any offering,and these risks could result in a material adverse change in our operations,significantly limit or comp

214、letely hinder our ability to offer or continue to offersecurities to investors,or cause such securities to significantly decline in valueor become worthless.The PRC regulatory agencies may also take actions requiring us,or making itadvisable for us,to halt this offering before settlement and deliver

215、y of ourordinary shares.Consequently,if you engage in market trading or other activitiesin anticipation of and prior to settlement and delivery,you do so at the risk thatsettlement and delivery may not occur.See“Risk Factors Risks Related to DoingBusiness in China The CSRC has recently released the

216、New Overseas Listing Rulesfor China-based companies seeking to conduct overseas offering and listing inforeign markets.Under the New Overseas Listing Rules,the PRC government exertsmore oversight and control over offerings that are conducted overseas and foreigninvestment in China-based issuers,whic

217、h could significantly limit or completelyhinder our ability to offer or continue to offer our ordinary shares to investorsand could cause the value of our ordinary shares to significantly decline or suchshares to become worthless”on page 34.Regulatory PermissionsAs advised by our PRC counsel,King&Wo

218、od Mallesons,as of the date of thisprospectus,other than the CSRC filing under the New Overseas Listing Rules andthose requisite for a domestic company in China to engage in the businesses similarto ours,we and our PRC subsidiaries are not required to obtain any permissions orapprovals from any of t

219、he PRC authorities that is required to list on a U.S.stockexchange or conduct our operations in China.Xinxu and its subsidiaries havereceived from PRC authorities all requisite licenses,permissions or approvalsneeded to engage in the businesses currently conducted in China,and no permissionor approv

220、al has been denied.Such licenses and permissions include businesslicense.10Table of ContentsThe following table provides details on the licenses and permissions held byour PRC subsidiaries.Company License/Permission Issuing Authority ValidityAnhui Heri Business License Wuhu City Administration forMa

221、rket Regulation LongTermAnhui Xinxu Business License Wuhu City Administration forMarket Regulation Until January4,2032Dividends,Other Distributions and Assets Transfer among Xinxu and ItsSubsidiariesXinxu is a holding company with no material operations of its own and does notgenerate any revenue.We

222、 currently conduct substantially all of our operationsthrough our PRC subsidiaries,primarily Anhui Xinxu.As a result,we rely ondividends and other distributions on equity paid by our PRC subsidiaries for ourcash and financing requirements and our distribution of earnings or settlement ofamounts owed

223、 will be done through our PRC subsidiaries.If any of our PRCsubsidiaries incurs debt on its own behalf in the future,the instruments governingsuch debt may restrict their ability to pay dividends to us.See“RiskFactors Risks Related to Doing Business in China PRC regulation on loans to,and directinve

224、stment in,our PRC subsidiaries by offshore holding companies and governmentalcontrol in currency conversion may delay or prevent us from using the proceeds ofthis offering to make loans to or make additional capital contributions to our PRCsubsidiaries,which could materially and adversely affect our

225、 liquidity and ourability to fund and expand our business”on page 27.We are currently in the process of adopting our formal cash management policieswhich will dictate the purpose,amount and procedure of cash transfers among ourCayman holding company and subsidiaries.Historically,one PRC operating en

226、tityprovides financial support for other entities operations by inter-company loansand we have not experienced difficulties or limitations on our ability to transfercash between our PRC subsidiaries.Prior to our reorganization for purpose of ourinitial public offering,cash transfers between our PRC

227、subsidiaries were generallyapproved by the management of the company providing the funds.After ourreorganization,cash transfers among our holding company and subsidiaries of lessthan RMB2 million(US$0.31 million)must be reported to,reviewed and approved byour Chief Financial Officer;cash transfers e

228、qual to or in excess of RMB2 million(US$0.31 million)but less than RMB10 million(US$1.54 million)must be reportedto,reviewed and approved by both our Chief Executive Officer and Chief FinancialOfficer;cash transfers equal to or in excess of RMB10 million(US$1.54 million)must be approved by our board

229、 of directors.Among Xinxu and its subsidiaries,cashis transferred from Xinxu and HK Xinxu as needed in the form of capitalcontributions or shareholder loans,as the case may be,to the PRC subsidiary as weare permitted under PRC laws and regulations to provide funding to our PRCsubsidiary only through

230、 loans or capital contributions,and only if we satisfy theapplicable government registration and approval requirements.We believe that thereis no restriction imposed by the Hong Kong government on the transfer of capitalwithin,into and out of Hong Kong(including funds from Hong Kong to the mainlandC

231、hina),except transfer of funds involving money laundering and criminalactivities.However,to the extent cash or assets in our business are in the PRC orHong Kong or a PRC or Hong Kong entity,the funds or assets may not be available tofund operations or for other use outside of the PRC or Hong Kong du

232、e tointerventions in or the imposition of restrictions and limitations on the abilityof our company and our subsidiaries by the PRC government to transfer cash orassets.As of the date of this prospectus,no transfers,dividends or otherdistributions have been made from our subsidiaries to our holding

233、company or ourinvestors,including U.S.investors,and no transfers,loans,or capitalcontributions have been made from our holding company to any of our subsidiaries.In February 2022,Xinxu,through HK Xinxu,made capital contributions of$850,000to our PRC subsidiary Anhui Heri(as defined below),and in Mar

234、ch 2022,Anhui Herimade capital contributions of approximately$844,715(RMB5,383,030)to our primaryPRC operating subsidiary Anhui Xinxu.In the future,cash proceeds raised fromoverseas financing activities,including this offering,may be transferred by usbased on current statutory limits to our PRC oper

235、ating entities via capitalcontribution or shareholder loans,as the case may be.See“Risk Factors RisksRelated to Doing Business in China PRC regulation on loans to,and directinvestment in,our PRC subsidiaries by offshore holding companies and governmentalcontrol in currency conversion may delay or pr

236、event us from using the proceeds ofthis offering to make loans to or make additional capital contributions to our PRCsubsidiaries,which could materially and adversely affect our liquidity and ourability to fund and expand our business”on page 27 and“Risk Factors RisksRelated to Doing Business in Chi

237、na To the extent cash or assets in our businessare in mainland China or Hong Kong or a PRC or Hong Kong entity,the funds orassets may not be available to fund operations or for other use outside of mainlandChina or Hong Kong due to interventions in or the11Table of Contentsimposition of restrictions

238、 and limitations on the ability of our company and oursubsidiaries by the PRC government to transfer cash or assets,which may materiallyand adversely affect our business,financial condition and results of operationsand may result in our inability to sustain our growth and expansion strategies”onpage

239、 33.In the future,cash proceeds raised from overseas financing activities,including this offering,may be transferred by us based on current statutory limitsto our PRC subsidiaries via loans or capital contribution,as the case may be.We intend to keep any future earnings to re-invest in and finance t

240、he expansionof our business,and we do not anticipate that any cash dividends will be paid orany assets will be transferred in the foreseeable future.As of the date of thisprospectus,none of our subsidiaries have made any dividends or distributions tous,and we have not made any dividends or distribut

241、ions to our shareholders.Under Cayman Islands law,a Cayman Islands company may pay a dividend on itsshares out of either profit or the share premium account,provided that in nocircumstances may a dividend be paid if this would result in the company beingunable to pay its debts due in the ordinary co

242、urse of business.Based on the adviceof our Cayman counsel,Ogier(Cayman)LLP,there are currently no limitationsimposed by Cayman Islands law on Xinxus ability to pay dividends to itsshareholders,other than the foregoing.If we decide to pay dividends on any of ourordinary shares in the future,we will b

243、e dependent on receipt of funds from ourPRC subsidiaries in PRC.Current PRC regulations permit our indirect PRC subsidiaries to pay dividendsto Xinxu only out of its accumulated profits,if any,determined in accordance withPRC accounting standards and regulations.Therefore,under our current corporate

244、structure,we rely on dividend payments or other distributions from our PRCsubsidiaries to fund any cash and financing requirements we may have,including thefunds necessary to pay dividends and other cash distributions to our shareholdersor to service any debt we may incur.Our PRC subsidiaries genera

245、te and retain cashgenerated from operating activities and re-invest it in our business.If our PRCsubsidiaries incur debt on its own behalf in the future,the instruments governingsuch debt may restrict its ability to pay dividends to us.Our PRC subsidiaries are permitted to pay dividends only out of

246、their retainedearnings.However,each of our PRC subsidiaries is required to set aside at least10%of its after-tax profits each year,after making up for previous yearsaccumulated losses,if any,to fund certain statutory reserves,until the aggregateamount of such funds reaches 50%of its registered capit

247、al.This portion of our PRCsubsidiaries respective net assets are prohibited from being distributed to theirshareholders as dividends.In addition,our PRC subsidiary is also required tofurther set aside a portion of its after-tax profits to fund the employee welfarefund,although the amount to be set a

248、side,if any,is determined at the discretionof its board of directors.Although the statutory reserves can be used,among otherways,to increase the registered capital and eliminate future losses in excess ofretained earnings of the respective companies,the reserve funds are notdistributable as cash div

249、idends except in the event of liquidation.See“Regulation Regulations on Dividend Distributions”.None of our PRC subsidiaries has madeany dividends or other distributions to our holding company or any U.S.investorsas of the date of this prospectus.See also“Risk Factors Risks Related to DoingBusiness

250、in China We rely on dividends and other distributions on equity paid byour PRC subsidiaries to fund any cash and financing requirements we may have,andthe PRC subsidiaries restrictions on paying dividends or making other payments tous could restrict our ability to satisfy our liquidity requirements

251、and have amaterial and adverse effect on our ability to conduct our business”on page 31.We intend to retain all of our available funds and any future earnings afterthis offering and cash proceeds from overseas financing activities,including thisoffering,to fund the development and growth of our busi

252、ness.As a result,we donot expect to pay any cash dividends in the foreseeable future.The PRC government also imposes controls on the convertibility of the Renminbiinto foreign currencies and,in certain cases,the remittance of currency out ofChina.If the foreign exchange control system prevents us fr

253、om obtaining sufficientforeign currencies to satisfy our foreign currency demands,we may not be able totransfer cash out of China,and pay dividends in foreign currencies to ourshareholders.There can be no assurance that the PRC government will not interveneor impose restrictions on our ability to tr

254、ansfer or distribute cash within ourorganization or to foreign investors,which could result in an inability orprohibition on making transfers or distributions outside of China and may adverselyaffect our business,financial condition and results of operations.See“RiskFactors Risks Related to Doing Bu

255、siness in China Restrictions on currencyexchange may limit our ability to utilize our revenues effectively”on page 31.12Table of ContentsCash dividends,if any,on our ordinary shares will be paid in U.S.dollars.Ifwe are considered a PRC tax resident enterprise for tax purposes,any dividends wepay to

256、our overseas shareholders may be regarded as China-sourced income and as aresult may be subject to PRC withholding tax at a rate of up to 10%.A 10%PRCwithholding tax is applicable to dividends payable to investors that are non-resident enterprises.Any gain realized on the transfer of ordinary shares

257、 by suchinvestors is also subject to PRC tax at a current rate of 10%which in the case ofdividends will be withheld at source if such gain is regarded as income derivedfrom sources within the PRC.See also“Risk Factors Risks Related to DoingBusiness in China Dividends payable to our foreign investors

258、 and gains on thesale of our ordinary shares by our foreign investors may be subject to PRC tax”onpage 33.Pursuant to the Arrangement between Mainland China and the Hong Kong SpecialAdministrative Region for the Avoidance of Double Taxation and Tax Evasion onIncome(the“Double Tax Avoidance Arrangeme

259、nt”),the 10%withholding tax rate maybe lowered to 5%if a Hong Kong resident enterprise owns no less than 25%of a PRCcompany.However,the 5%withholding tax rate does not automatically apply andcertain requirements must be satisfied,including without limitation that(a)theHong Kong company must be the b

260、eneficial owner of the relevant dividends;and(b)the Hong Kong company must directly hold no less than 25%share ownership in thePRC company during the 12 consecutive months preceding its receipt of thedividends.In current practice,a Hong Kong company must obtain a tax residentcertificate from the Hon

261、g Kong tax authority to apply for the 5%lower PRCwithholding tax rate.As the Hong Kong tax authority will issue such a tax residentcertificate on a case-by-case basis,we cannot assure you that we will be able toobtain the tax resident certificate from the relevant Hong Kong tax authority andenjoy th

262、e preferential withholding tax rate of 5%under the Double TaxationArrangement with respect to dividends to be paid by our PRC subsidiary to itsimmediate holding company,Xinxu.As of the date of this prospectus,we have notapplied for the tax resident certificate from the relevant Hong Kong tax authori

263、ty.HK Xinxu intends to apply for the tax resident certificate when our WFOE plans todeclare and pay dividends to HK Xinxu.Summary of Significant Risks Affecting Our CompanyOur business is subject to multiple risks and uncertainties,as more fullydescribed in“Risk Factors”and elsewhere in this prospec

264、tus.We urge you to read“Risk Factors”beginning on page 22 and this prospectus in full.Our significantrisks may be summarized as follows:Risks Related to Doing Business in ChinaWe are subject to risks and uncertainties relating to doing business in Chinain general,including,but are not limited to,the

265、 following:The HFCA Act,the Accelerating Holding Foreign Companies Accountable Act,which amends the HFCA Act,together with recent joint statement by the SECand PCAOB,Nasdaq rule changes,a determination by the PCAOB that thePCAOB is unable to inspect or investigate completely PCAOB-registeredpublic a

266、ccounting firms headquartered in mainland China and in Hong Kong,and the Nasdaq rule changes,all call for additional and more stringentcriteria to be applied to emerging market companies upon assessing thequalification of their auditors,especially the non-U.S.auditors who arenot inspected by the PCA

267、OB.Pursuant to the HFCA Act,if the PCAOB isunable to inspect an issuers auditors for three consecutive years,theissuers securities are prohibited to trade on a U.S.stock exchange.OnAugust 26,2022,the CSRC,the MOF,and the PCAOB signed the Protocol,taking the first step toward opening access for the P

268、CAOB to inspect andinvestigate registered public accounting firms headquartered in mainlandChina and Hong Kong without any limitations on scope.On December 15,2022,the PCAOB Board determined that the PCAOB was able to securecomplete access to inspect and investigate registered public accountingfirms

269、 headquartered in mainland China and Hong Kong and voted to vacateits previous determinations to the contrary.However,whether the PCAOBwill continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China andHong Kong is subject to

270、 uncertainties and depends on a number of factorsout of our and our auditors control.The PCAOB continues to demandcomplete access in mainland China and Hong Kong moving forward and ismaking plans to resume regular inspections in early 2023 and beyond,aswell as to continue pursuing ongoing investigat

271、ions and initiate newinvestigations as needed.On December 29,2022,the CAA was signed intolaw by President Biden.The CAA,among other things,reduced the number ofconsecutive non-inspection years required for triggering the prohibitionsunder the HFCA Act as it was originally passed from three years to

272、two,and thus,reduced the time before our shares may be prohibited fromtrading or delisted.13Table of ContentsHowever,uncertainties exist with respect to the implementation of thisframework and there is no assurance that the PCAOB will be able toexecute,in a timely manner,its future inspections and i

273、nvestigations.These developments add uncertainties to our offering.See the risk factorwith the same heading in“Risk Factors”beginning on page 22.Changes in the political and economic policies of the PRC government or inrelations between China and the United States may materially and adverselyaffect

274、our business,financial condition and results of operations and mayresult in our inability to sustain our growth and expansion strategies.See the risk factor with the same heading in“Risk Factors”beginning onpage 24.The rules and regulations in China can change quickly with little advancenotice and u

275、ncertainties in the interpretation and enforcement of PRClaws,rules and regulations could limit the legal protections available toyou and us.The PRC government may intervene with or influence ouroperations,or may exert more control over offerings conducted overseasand/or foreign investment in China-

276、based issuers,which could result in amaterial change in our operations and/or the value of the ordinary shareswe are registering for sale.See the risk factor with the same heading in“Risk Factors”beginning on page 24.The PRC government exerts substantial influence over the manner in whichwe conduct

277、our business activities.The PRC government may also influenceour operations and this offering at any time,which could result in amaterial change in our operations and our ordinary shares could decline invalue or become worthless.See the risk factor with the same heading in“Risk Factors”beginning on

278、page 27.Regulation and censorship of information disseminated over the internet inChina may adversely affect our business,and we may be liable for contentthat is displayed on our website.See the risk factor with the sameheading in“Risk Factors”beginning on page 27.PRC regulation on loans to,and dire

279、ct investment in,our PRC subsidiariesby offshore holding companies and governmental control in currencyconversion may delay or prevent us from using the proceeds of thisoffering to make loans to or make additional capital contributions to ourPRC subsidiaries,which could materially and adversely affe

280、ct ourliquidity and our ability to fund and expand our business.See the riskfactor with the same heading in“Risk Factors”beginning on page 27.We rely on dividends and other distributions on equity paid by our PRCsubsidiaries to fund any cash and financing requirements we may have,andthe PRC subsidia

281、ries restrictions on paying dividends or making otherpayments to us could restrict our ability to satisfy our liquidityrequirements and have a material and adverse effect on our ability toconduct our business.See the risk factor with the same heading in“RiskFactors”beginning on page 31.To the extent

282、 cash or assets in our business are in mainland China or HongKong or a mainland China or Hong Kong entity,the funds or assets may notbe available to fund operations or for other use outside of mainland Chinaor Hong Kong in the event of any interventions in or the imposition ofrestrictions and limita

283、tions on the ability of our company and oursubsidiaries by the PRC government to transfer cash or assets,which maymaterially and adversely affect our business,financial condition andresults of operations and may result in our inability to sustain ourgrowth and expansion strategies.We believe,as of t

284、he date of thisprospectus,there is no restriction imposed by the Hong Kong government onthe transfer of capital within,into and out of Hong Kong(including fundsfrom Hong Kong to the PRC),except transfer of funds involving moneylaundering and criminal activities.See the risk factor with the sameheadi

285、ng in“Risk Factors”beginning on page 33.The CSRC has recently released the New Overseas Listing Rules for China-based companies seeking to conduct overseas offering and listing inforeign markets.Under the New Overseas Listing Rules,the PRC governmentexerts more oversight and control over offerings t

286、hat are conductedoverseas and foreign investment in China-based issuers,which couldsignificantly limit or completely hinder our ability to offer or continueto offer our ordinary shares to investors and could cause the value of ourordinary shares to significantly decline or such shares to becomeworth

287、less.See the risk factor with the same heading in“Risk Factors”beginning on page 34.Failure to make adequate contributions to various employee benefit plansand withhold individual income tax on employees salaries as required byPRC regulations may subject us to penalties.See the risk factor with thes

288、ame heading in“Risk Factors”beginning on page 36.We are subject to a variety of environmental laws that could be costly forus to comply with,and we could incur liability if we fail to comply withsuch laws or if we are responsible for releases of pollutants to theenvironment.See the risk factor with

289、the same heading in“Risk Factors”beginning on page 36.14Table of ContentsRisks Related to Our Business and IndustryRisks and uncertainties related to our business and industry include,but arenot limited to,the following:Failure to maintain the quality and safety of our products could have amaterial

290、and adverse effect on our reputation,financial condition andresults of operations.See the risk factor with the same heading in“RiskFactors”beginning on page 39.We have identified a material weakness in our internal controls overfinancial reporting.If we do not adequately remediate this materialweakn

291、ess,or if we experience additional material weaknesses in the futureor otherwise fail to maintain effective internal controls,we may not beable to accurately or timely report our financial condition or results ofoperations,or comply with the accounting and reporting requirementsapplicable to public

292、companies,which may adversely affect investorconfidence in us and the market price of our shares.See the risk factorwith the same heading in“Risk Factors”beginning on page 40.Volatility in the price of electrolytic copper and other commodities mayadversely affect our business,financial condition and

293、 results ofoperations.See“Risk Factors”beginning on page 41.Any decline in the availability or increase in the cost of raw materialscould materially impact our earnings.See the risk factor with the sameheading in“Risk Factors”beginning on page 42.Any disruption in the supply chain of raw materials a

294、nd our products couldadversely impact our ability to produce and deliver products,which couldhave a material adverse effect on our business,financial condition andresults of operations.See the risk factor with the same heading in“RiskFactors”beginning on page 42.A severe or prolonged downturn in the

295、 global or Chinese economy couldmaterially and adversely affect our business and our financial condition.See the risk factor with the same heading in“Risk Factors”beginning onpage 42.Issues or defects with products may lead to product liability,personalinjury or property damage claims,recalls,withdr

296、awals,replacements ofproducts,or regulatory actions by governmental authorities that coulddivert resources,affect business operations,decrease sales,increasecosts,and put us at a competitive disadvantage,any of which could have asignificant adverse effect on our business,financial condition andresul

297、ts of operations.See the risk factor with the same heading in“RiskFactors”beginning on page 43.We do not have long-term contractual agreements with any of our customers,and our sales could be reduced if our customers switch some or all oftheir business with us to other suppliers.See the risk factor

298、with thesame heading in“Risk Factors”beginning on page 43.We depend on one major customer with whom we do not enter into long-termcontractual agreement,the loss of which could cause a significant declinein our revenues.See the risk factor with the same heading in“RiskFactors”beginning onpage 43.If w

299、e fail to acquire new customers or retain existing customers in acost-effective manner,our business,financial condition and results ofoperations may be materially and adversely affected.See the risk factorwith the same heading in“Risk Factors”beginning on page 43.Our business is dependent on third-p

300、arty suppliers and changes ordifficulties in our relationships with our suppliers may harm our businessand financial results.See the risk factor with the same heading in“RiskFactors”beginning on page 44.We do not have long term contracts with most of our suppliers(includingsome of our top suppliers)

301、,and they can reduce order quantities orterminate their sales to us at any time,which may materially andadversely affect our business,financial condition and results ofoperations.See the risk factor with the same heading in“Risk Factors”beginning on page 44.The COVID-19 has had an adverse impact on

302、our business,results ofoperations and financial condition.Other epidemics,natural disasters,terrorist activities,political unrest,and other outbreaks could alsodisrupt our operations,which could materially and adversely affect ourbusiness,financial condition,and results of operations.See the riskfac

303、tor with the same heading in“Risk Factors”beginning on page 50.15Table of ContentsRisks Related to Offering and Ownership of Ordinary SharesThere is no active trading market for our ordinary shares and there can beno assurance any market will develop or that the trading price will notdecline below t

304、he price paid by investors.See the risk factor with thesame heading in“Risk Factors”beginning on page 51.Nasdaq may apply additional and more stringent criteria for our initialand continued listing because we plan to have a small public offering andinsiders will hold a large portion of our listed se

305、curities.See the riskfactor with the same heading in“Risk Factors”beginning on page 52.The trading price of our ordinary shares may be volatile,which couldresult in substantial losses to investors.See the risk factor with thesame heading in“Risk Factors”beginning on page 52.Because the initial publi

306、c offering price is substantially higher than thepro forma net tangible book value per share,you will experience immediateand substantial dilution.See the risk factor with the same heading in“Risk Factors”beginning on page 54.Certain recent initial public offerings of companies with public floatscom

307、parable to our anticipated public float have experienced extremevolatility that was seemingly unrelated to the underlying performance ofthe respective company.We may experience similar volatility,which maymake it difficult for prospective investors to assess the value of ourordinary shares.See the r

308、isk factor with the same heading in“RiskFactors”beginning on page 53;Nasdaq may delist our securities from trading on its exchange,which couldlimit investors ability to make transactions in our securities andsubject us to additional trading restrictions.See the risk factor withthe same heading in“Ri

309、sk Factors”beginning on page 58.Our Chief Executive Officer and director,Mr.Jinchun Cheng,has asubstantial influence over our company.His interests may not be alignedwith the interests of our other shareholders,and he could prevent orcause a change of control or other transactions.See the risk facto

310、r withthe same heading in“Risk Factors”beginning on page 55.Implications of the HFCA ActThe HFCA Act was enacted on December 18,2020.The HFCA Act states that if theSEC determines that an issuers audit reports issued by a registered publicaccounting firm have not been subject to inspection by the PCA

311、OB for threeconsecutive years beginning in 2021,the SEC shall prohibit such issuerssecurities from being traded on a national securities exchange or in the over-the-counter trading market in the United States.On March 24,2021,the SEC adoptedinterim final rules relating to the implementation of certa

312、in disclosure anddocumentation requirements of the HFCA Act.An identified issuer will be requiredto comply with these rules if the SEC identifies it as having a“non-inspection”year under a process to be subsequently established by the SEC.In June 2021,theSenate passed the Accelerating Holding Foreig

313、n Companies Accountable Act,which,ifsigned into law,would reduce the time period for the delisting of foreigncompanies under the HFCA Act to two consecutive years instead of three years.Ifour auditor cannot be inspected by the PCAOB for two consecutive years,the tradingof our securities on any U.S.n

314、ational securities exchanges,as well as any over-the-counter trading in the U.S.,will be prohibited.On September 22,2021,thePCAOB adopted a final rule implementing the HFCA Act,which provides a frameworkfor the PCAOB to use when determining,as contemplated under the HFCA Act,whetherthe PCAOB is unab

315、le to inspect or investigate completely registered publicaccounting firms located in a foreign jurisdiction because of a position taken byone or more authorities in that jurisdiction.On December 2,2021,the SEC issuedamendments to finalize rules implementing the submission and disclosurerequirements

316、in the HFCA Act.The rules apply to registrants that the SECidentifies as having filed an annual report with an audit report issued by aregistered public accounting firm that is located in a foreign jurisdiction andthat the PCAOB is unable to inspect or investigate completely because of a positiontak

317、en by an authority in foreign jurisdictions.On December 16,2021,the PCAOBissued a report on its determinations that it is unable to inspect or investigatecompletely PCAOB-registered public accounting firms headquartered in mainland Chinaand in Hong Kong,because of positions taken by PRC authorities

318、in thosejurisdictions.Our auditor,Fortune CPA,Inc,headquartered in Orange City,California,the United States,was not included in the determinations made by thePCAOB on December 16,2021.Our auditor is currently subject to PCAOB inspections.In the event the PRC authorities16Table of Contentswould furth

319、er strengthen regulations over auditing work of the PRC companies listedon the U.S.stock exchanges,which would prohibit our current auditor to performwork in China,then we would need to change our auditor and the audit workpapersprepared by our new auditor may not be inspected by the PCAOB without t

320、he approvalof the PRC authorities,in which case the PCAOB may not be able to fully evaluatethe audit or the auditors quality control procedures.In addition,there can be noassurance that,if we have a“non-inspection”year,we will be able to take anyremedial measures.If any such event were to occur,trad

321、ing in our securities couldin the future be prohibited under the HFCA Act and,as a result,we cannot assureyou that we will be able to maintain the listing of our ordinary shares on Nasdaqor that you will be allowed to trade our ordinary shares in the United States onthe“over-the-counter”markets or o

322、therwise.Notwithstanding the foregoing,in theevent it is later determined that the PCAOB is unable to inspect or investigatecompletely our auditor,then such lack of inspection could cause our securities tobe delisted from the stock exchange.On August 26,2022,the CSRC,the MOF,and the PCAOB signed the

323、 Protocol toallow the PCAOB to inspect and investigate completely registered public accountingfirms headquartered in mainland China and Hong Kong,which was consistent with theHFCA Act,and the PCAOB will be required to reassess its determinations by the endof 2022.Pursuant to the fact sheet with resp

324、ect to the Protocol disclosed by theSEC,the PCAOB shall have independent discretion to select any issuer audits forinspection or investigation and has the unfettered ability to transfer informationto the SEC.On December 15,2022,the PCAOB Board determined that the PCAOB was able tosecure complete acc

325、ess to inspect and investigate registered public accountingfirms headquartered in mainland China and Hong Kong and voted to vacate itsprevious determinations to the contrary.The PCAOB continues to demand completeaccess in mainland China and Hong Kong moving forward and is making plans to resumeregul

326、ar inspections in early 2023 and beyond,as well as to continue pursuingongoing investigations and initiate new investigations as needed.The PCAOB hasalso indicated that it will act immediately to consider the need to issue newdeterminations with the HFCA Act if needed.On December 29,2022,the CAA was

327、 signed into law by President Biden.The CAA,among other things,reduced the number of consecutive non-inspection years requiredfor triggering the prohibitions under the HFCA Act as it was originally passed fromthree years to two,and thus,reduced the time before our shares may be prohibitedfrom tradin

328、g or delisted.Notwithstanding the foregoing,we cannot assure youwhether Nasdaq or regulatory authorities would apply additional and more stringentcriteria to us after considering the effectiveness of our auditors auditprocedures and quality control procedures,adequacy of personnel and training,orsuf

329、ficiency of resources,geographic reach or experience as it relates to the auditof our financial statements.See“Risk Factors Risks Related to Doing Businessin China Our ordinary shares may be delisted under the HFCA Act if the PRC adoptspositions at any time in the future that would prevent the PCAOB

330、 from continuing toinspect or investigate completely accounting firms headquartered in mainland Chinaor Hong Kong.The delisting of our ordinary shares,or the threat of their beingdelisted,may materially and adversely affect the value of your investment.Furthermore,the U.S.Senate passed the Accelerat

331、ing Holding Foreign CompaniesAccountable Act,which amends the HFCA Act and requires the SEC to prohibit anissuers securities from trading on any U.S.stock exchanges if its auditor is notsubject to PCAOB inspections for two consecutive years instead of three,thusreducing the time before our ordinary

332、shares may be prohibited from trading ordelisted.The HFCA Act,the Accelerating Holding Foreign Companies Accountable Act,which amends the HFCA Act,together with recent joint statement by the SEC andPCAOB,the PCAOBs determinations,and the Nasdaq rule changes,all call foradditional and more stringent

333、criteria to be applied to emerging market companiesupon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.These developments add uncertaintiesto our offering”beginning on page 22.Implications of Being an Emerging Growth CompanyWe had less than$1.235 billion in revenue during our last fiscal year.As aresult,we qualify as an“emerging gro