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1、F-1 1 ea0205628-f1_ueopletech.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on June 7,2024.Registration No.UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1 REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 UEOPLE TECHNOLOGY HOLDING

2、 LIMITED(Exact name of registrant as specified in its charter)to obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect to foreignentities Cayman Islands 3699 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primar

3、y Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)Room B2-303-96,No.198 Qidi Road,Xiaoshan District,Economic and Technological Development Zone,Hangzhou,Zhejiang Province,311215,China+86 0755-2822 8206(Address,including zip code,and telephone number,including area

4、code,of registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th Floor,New York,NY 10168Telephone:(212)947-7200(Name,address,including zip code,and telephone number,including area code,of agent for service)With a Copy to:Arila Er Zhou,Esq.Anna Jinhua Wang,Esq.Robinson&Col

5、e LLPChrysler East Building666 Third Avenue,20th floorNew York,NY 10017Tel:(212)451-2908 Jason T.Simon,Esq.Yangyang Jia,Esq.Greenberg Traurig,LLP1750 Tysons Blvd.,Suite 1000McLean,VA 22102703-749-1300 Approximate date of commencement of proposed sale to the public:Promptly after the effective date o

6、f thisregistration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous 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 to Rule

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

8、lowing boxand list the Securities Act registration 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(d)under the Securities Act,check the following boxand list the Securities Act registration s

9、tatement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the SecuritiesAct of 1933.Emerging growth company If an emerging growth company that prepares its financial stat

10、ements in accordance with U.S.GAAP,indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act The Registrant hereby amends this registra

11、tion statement on such date or dates as may be necessary to delay itseffective date until the Registrant shall file a further amendment which specifically states that this registration statementshall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,

12、or until theregistration statement shall become effective on such date as the U.S.Securities and Exchange Commission,actingpursuant to such Section 8(a),may determine.The information in this prospectus is not complete and may be changed.We may not sell the securities until the registrationstatement

13、filed with the Securities and Exchange Commission is effective.This preliminary prospectus is not an offer to sellthese securities and we are not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is notpermitted.Preliminary ProspectusSUBJECT TO COMPLETION,DATE

14、D ,2024$1,250,000 of Ordinary Shares UEOPLE TECHNOLOGY HOLDING LIMITED This is an initial public offering of$1,250,000 of ordinary shares of UEOPLE Technology Holding Limited(the“Company”or“UEOPLE”,and when referring to the consolidated company including the Companys subsidiaries,“we”,“us”),par valu

15、e$0.001 per share(each,an“Ordinary Share”,collectively,“Ordinary Shares”).The estimated initial public offering pricefor the Ordinary Shares in the offering is expected to be between$and$per Ordinary Share.UEOPLE will reserve the symbol“UEOP”for the purpose of listing its Ordinary Shares on the Nasd

16、aq Capital Market.This offering is contingent upon the final approval from Nasdaq for the listing of UEOPLEs Ordinary Shares on Nasdaq CapitalMarket.UEOPLE will not proceed to consummate this offering if Nasdaq denies its listing application.However,there can be noguarantee or assurance that the off

17、ering will be closed and UEOPLEs Ordinary Shares will be approved for trading on the NasdaqCapital Market.Investing in UEOPLEs Ordinary Shares involves a high degree of risk,including the risk of losing your entireinvestment.See“Risk Factors”beginning on page 16 of this prospectus to read about fact

18、ors you should consider beforebuying UEOPLEs Ordinary Shares.UEOPLE is an“emerging growth company”as defined under the federal securities laws and will be subject to reducedpublic company reporting requirements.See“Risk Factors”and“Prospectus Summary Implications of Being an“EmergingGrowth Company”o

19、n pages 16 and 11,respectively.Upon the completion of this offering,UEOPLE will have 26,250,000 Ordinary Shares issued and outstanding,assumingthe underwriters do not exercise their over-allotment option.Each Ordinary Share is entitled to one vote.A director of UEOPLEsBoard of the Directors,Mr.Shime

20、ng Ke,will beneficially own 13,350,000 Ordinary Shares,representing 50.9%of the total votingpower of UEOPLEs issued and outstanding share capital immediately following the completing of this offering,assuming theunderwriters do not exercise their over-allotment option.As such,Mr.Ke will control matt

21、ers subject to a vote by UEOPLEsshareholders,and UEOPLE will be a“controlled company”as defined under the Nasdaq Stock Market Rules.As a“controlledcompany,”UEOPLE is permitted to elect not to comply with certain corporate governance requirements.Although UEOPLEcurrently does not intend to rely on th

22、e“controlled company”exemption for at least one year after the initial public offering,itmay elect to rely on this exemption in the future.If UEOPLE relies on these exemptions in the future,you will not have the sameprotection afforded to shareholders of companies that are subject to these corporate

23、 governance requirements.See“ProspectusSummary Implications of Being a Controlled Company”on page 13 for additional information.UEOPLE is a holding company incorporated as an exempted company on September 4,2023 in the Cayman Islands andis not a Chinese operating company.As a holding company with no

24、 material operations,UEOPLEs operations are primarilyconducted by its five wholly-owned subsidiaries in the Peoples Republic of China(the“PRC”),Shenzhen Pinganshun TechnologyCo.,Ltd.(“Shenzhen Pinganshun”),Shenzhen Keshentong Technology Co.,Ltd.(“Shenzhen Keshentong”),Shenzhen KeshentongTransportati

25、on Facilities Co.,Ltd.(“Keshentong Transportation Facilities”),Shenzhen Keshentong Logistics Co.,Ltd.(“Keshentong Logistics”),Guangdong Keshentong Network Engineering Co.,Ltd.(“Keshentong Network Engineering”),whichwe will refer to as“PRC operating entities”or“PRC operating subsidiaries,”collectivel

26、y.Our corporate structure as a CaymanIslands holding company with operations conducted by our PRC operating subsidiaries based in China involves unique risks toinvestors.Furthermore,Chinese regulatory authorities could change the rules and regulations regarding foreign ownership in theindustry in wh

27、ich the PRC operating subsidiaries operate and could disallow our operating structure,which would likely result in amaterial change in our operations and/or a material change in the value of our Ordinary Shares,including that it could cause thevalue of our Ordinary Shares to significantly decline or

28、 become worthless.This is an offering of the Ordinary Shares of UEOPLE,the holding company incorporated in Cayman Islands,instead of shares of our PRC operating subsidiaries.You may never directlyhold any equity interest in our PRC operating subsidiaries.See“Risk Factors Risks Related to Doing Busin

29、ess in China Because all of our operations are in China,our business is subject to the evolving laws and regulations there.The PRC regulatoryauthorities may strengthen the supervision of securities offering,listing and business operation of U.S.listed Chinese companies,which could result in a materi

30、al change in our operations and/or the value of our Ordinary Shares.”on page 23,“Risk Factors Risks Related to Doing Business in China If the relevant PRC regulatory authorities were to impose new requirements forapproval from the PRC authorities to issue our Ordinary Shares to foreign investors or

31、list on a foreign exchange,such actioncould limit or hinder our ability to offer or continue to offer securities to investors and cause the value of such securities tosignificantly decline or be worthless.”on page 38 and“Risk Factors Risks Related to Doing Business in China We may losethe ability to

32、 offer or continue to offer securities to investors and cause the value of such securities to significantly decline or beworthless if the Chinese government may exert more oversight and control over offerings that are conducted overseas and/orforeign investment in China-based issuers.”on page 26.We

33、indirectly hold equity interests in our PRC operating subsidiaries through our BVI subsidiary,Renren Parking HoldingLimited,which we refer to as“Renren Parking”or“BVI subsidiary.”Renren Parking holds 100%of the shares of our Hong Kongsubsidiary,Pinganshun Group Limited,which we refer to as“Pinganshu

34、n Group”.Pinganshun Group holds 100%of HangzhouUeople Technology Co.,Ltd.,which we refer to as“WFOE.”WFOE holds 100%of the shares of Shenzhen Pinganshun,whichholds 100%of the other four PRC operating subsidiaries.We refer to WFOE and the PRC operating subsidiaries collectively as“PRC subsidiaries.”W

35、e do not have a variable interest entity structure.We face legal and operational risks associated with having all of our operations in China,some of which could result in amaterial change in our operations and/or the value of the securities we are registering for sale or could significantly limit or

36、completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities tosignificantly decline or be worthless.For example,the Chinese government may intervene in or influence our operations at anytime,which could result in a material change in our

37、 operations and significantly and adversely impact the value of the OrdinaryShares we are registering for sale,including potentially causing the value of the Ordinary Shares to decline or be worthless.ThePRC regulatory authorities may strengthen the supervision of securities offering,listing and bus

38、iness operation of U.S.listedChinese companies,which could result in a material change in our operations and/or the value of our Ordinary Shares.Uncertainties with respect to the PRC legal system,including uncertainties regarding the enforcement of laws,and sudden orunexpected changes in laws and re

39、gulations in China with little advance notice could adversely affect us and limit the legalprotections available to you and us.Regulations relating to offshore investment activities by PRC residents may limit our ability toacquire PRC companies and could result in a material change in our operations

40、 and/or the value of the securities we are registering.See“Risk Factors Risks Related to Doing Business in China.”beginning on page 23 and“Risks Related to This Offeringand the Ordinary Shares.”beginning on page 42 of this prospectus for a discussion of these legal and operational risks andinformati

41、on that should be considered before making a decision to purchase our Ordinary Shares.Recent statements by the PRC governmental authorities have indicated an intent to strengthen the supervision of offeringsthat are conducted overseas and/or foreign investments in China-based issuers.The PRC governm

42、ental authorities recentlyannounced to step up supervision of Chinese companies listed offshore,including cracking down on illegal activities in thesecurities market,enhancing supervision over China-based companies listed overseas using a variable interest entity structure,adopting new measures to e

43、xtend the scope of cybersecurity reviews,and expanding efforts in anti-monopoly enforcement.OnDecember 28,2021,the Cyberspace Administration of China(the“CAC”),and 12 other relevant PRC government authoritiespublished the amended Cybersecurity Review Measures,which came into effect on February 15,20

44、22.The amendedCybersecurity Review Measures provide that a“network platform operator”that possesses personal information of more than onemillion users and seeks a listing in a foreign country must apply for a cybersecurity review.Further,the relevant PRCgovernmental authorities may initiate a cybers

45、ecurity review against any company if they determine certain network products,services or data processing activities of such company affect or may affect national security.We currently do not have over onemillion users personal information and do not anticipate that we will be collecting over one mi

46、llion users personal information inthe foreseeable future.Further,none of the PRC operating entities business operations has been identified as a critical informationinfrastructure operator.We therefore believe we are not subject to the cybersecurity review for this offering.As of the date of thispr

47、ospectus,subject to the filing procedures with the China Securities Regulatory Commission(the“CSRC”)in accordance withthe Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies as disclosed below,wehave not been informed by any PRC governmental authority of a

48、ny requirement that we should file for approval for this offering.See“Risk Factor Risks Related to Doing Business in China Because all of our operations are in China,our business issubject to the evolving laws and regulations there.The PRC regulatory authorities may strengthen the supervision of sec

49、uritiesoffering,listing and business operation of U.S.listed Chinese companies,which could result in a material change in ouroperations and/or the value of our Ordinary Shares.”On February 17,2023,the CSRC issued the Trial Administrative Measuresof Overseas Securities Offering and Listing by Domesti

50、c Companies(the“Trial Administrative Measures”)and five supportingguidelines,which came into force since March 31,2023.According to the Trial Administrative Measures,among other things,adomestic company in the PRC that seeks to offer and list securities in overseas markets shall fulfill the filing p

51、rocedure with theCSRC.Where a domestic company seeks to directly offer and list securities in overseas markets,the issuer shall file with theCSRC.Where a domestic company seeks to indirectly offer and list securities in overseas markets,the issuer shall designate amajor domestic operating entity,whi

52、ch shall,as the domestic responsible entity,file with the CSRC.Initial public offerings orlistings in overseas markets shall be filed with the CSRC within 3 working days after the relevant application is submittedoverseas.Upon occurrence of any material event,such as change of control,investigations

53、 or sanctions imposed by overseassecurities regulatory agencies or other relevant competent authorities,change of listing status or transfer of listing segment,orvoluntary or mandatory delisting,after an issuer has offered and listed securities in an overseas market,the issuer shall submit areport t

54、hereof to CSRC within 3 working days after the occurrence and public disclosure of such event.Further,an overseassecurities company that serves as a sponsor or lead underwriter for overseas securities offering and listing by domestic companiesshall file with the CSRC within 10 working days after sig

55、ning its first engagement agreement for such business,and submit to theCSRC,no later than January 31 each year,an annual report on its business activities in the previous year associated with overseassecurities offering and listing by domestic companies.We timely submitted the required filing materi

56、als to the CSRC on January 3,2024.We have been addressing CSRC comments and will submit any additional materials as subsequently requested by and/orrespond to questions from the CSRC on a timely basis as they occur,and expect to complete the filing procedure prior to ourproposed initial public offer

57、ing and listing on the Nasdaq Capital Market.Since the Trial Administrative Measures are newlypromulgated,and our filing materials are subject to further review and comment by the CSRC,we cannot assure that we will beable to complete the relevant filings in a timely manner or fulfil all the regulato

58、ry requirements thereunder.On February 24,2023,the CSRC promulgated the Provisions on Strengthening Confidentiality and Archives Administration of Overseas SecuritiesOffering and Listing by Domestic Companies(the“Confidentiality and Archives Administration Provisions”),which also becameeffective on

59、March 31,2023.The Confidentiality and Archives Administration Provisions set out rules,requirements andprocedures relating to provision of documents,materials and accounting archives for securities companies,securities serviceproviders,overseas regulators and other entities and individuals in connec

60、tion with overseas offering and listing,including withoutlimitation to,domestic companies that carry out overseas offering and listing(either in direct or indirect means)and the securitiescompanies and securities service providers(either incorporated domestically or overseas)that undertake relevant

61、businesses shallnot leak any state secret and working secret of government agencies,or harm national security and public interest,and a domesticcompany shall first obtain approval from competent authorities according to law,and file with the secrecy administrativedepartment at the same level,if it p

62、lans to,either directly or through its overseas listed entity,publicly disclose or provide anydocuments and materials that contain state secrets or working secrets of government agencies.Working papers produced in theChinese mainland by securities companies and securities service providers in the pr

63、ocess of undertaking businesses related tooverseas offering and listing by domestic companies shall be retained in the Chinese mainland.Where such documents need to betransferred or transmitted to outside the Chinese mainland,relevant approval procedures stipulated by regulations shall befollowed.We

64、 believe we do not involve leaking any state secret and working secret of government agencies,or harming nationalsecurity and public interest in connection with provision of documents,materials and accounting archives.However,we may berequired to perform additional procedures in connection with the

65、provision of accounting archives by relevant regulatoryauthorities in the future if they think fit for the sake of national security or as required by future implementing rules.In addition,since 2021,the PRC government has strengthened its anti-monopoly supervision,mainly in three aspects:(i)establi

66、shing theNational Anti-Monopoly Bureau;(ii)revising and promulgating anti-monopoly laws and regulations,including:the Anti-Monopoly Law(draft Amendment published on October 23,2021 for public opinions),the anti-monopoly guidelines for variousindustries,and the detailed Rules for the Implementation o

67、f the Fair Competition Review System;and(iii)expanding the anti-monopoly law enforcement targeting Internet companies and large enterprises.As of the date of this prospectus,the PRCgovernments recent statements and regulatory actions related to anti-monopoly concerns have not impacted our ability to

68、 conductbusiness,accept foreign investments,or list on a U.S.or other foreign exchange because neither the Company nor its PRCsubsidiaries engage in monopolistic behaviors that are subject to these statements or regulatory actions.Any failure of us to fullycomply with new regulatory requirements may

69、 significantly limit or completely hinder our ability to offer or continue to offer ourOrdinary Shares,cause significant disruption to our business operations,severely damage our reputation,materially and adverselyaffect our financial condition and results of operations and cause our Ordinary Shares

70、 to significantly decline in value or becomeworthless.See“Risk Factor Risks Related to Doing Business in China With the promulgation of the new filing-basedadministrative rules for overseas offering and listing by domestic companies in China,any increasing oversight over overseaspublic offerings con

71、ducted by China-based issuers,which could limit or hinder our ability to offer or continue to offer ourOrdinary Shares to investors and could cause the value of our Ordinary Shares to significantly decline or become worthless.”onpage 38 of this prospectus.Neither UEOPLE nor its subsidiaries have mai

72、ntained cash management policies which dictate the purpose,amount andprocedure of cash transfers between the entities.Each entity needs to comply with applicable laws or regulations with respect totransfer of funds,dividends and distributions with other entities.As a holding company,we may rely on t

73、ransfer of funds,dividends and other distributions on equity paid by our subsidiaries for our cash and financing requirements.If any of oursubsidiaries incurs debt on its own behalf in the future,the instruments governing such debt may restrict its ability to pay dividendsand our cash and financing

74、requirement may not be fully satisfied.As of the date of this prospectus,there has been no cash flows,including dividends,transfers and distributions,betweenUEOPLE and its subsidiaries.In the future,cash proceeds from overseas financing activities,including this offering,will betransferred by UEOPLE

75、 to its subsidiaries via capital contribution or shareholder loans,as the case may be.As of the date of this prospectus,none of our subsidiaries have made any dividends or distributions to UEOPLE,and nodividends or distributions have been made to any investors by UEOPLE or any of its subsidiaries.We

76、 intend to keep any futureearnings to re-invest in and finance the expansion of the business of our PRC operating subsidiaries,and we do not anticipate thatany cash dividends will be paid in the foreseeable future to the U.S.investors immediately following the consummation of thisoffering.Under Caym

77、an Islands law,in no circumstances may a distribution or dividend may be paid,if this would result in theCompany being unable to pay its debts as they fall due in the ordinary course of business.In order for us to pay dividends to ourshareholders,we may rely on the distribution of profits of the PRC

78、 operating entities to WFOE,and then to our Hong Kongsubsidiary and BVI subsidiary before the dividends reach to UEOPLE.PRC regulations currently permit the payment of dividendsonly out of accumulated profits,as determined in accordance with accounting standards and PRC regulations.To the extent any

79、funds or assets in the business is in mainland China or Hong Kong or a mainland China or Hong Kong entity,the funds or assetsmay not be available to fund operations or for other use outside of mainland China or Hong Kong due to interventions in or theimposition of restrictions and limitations on the

80、 ability of us or our PRC subsidiaries by the PRC government to transfer funds orassets.For details and relevant risk of dividend distributions or assets transfer among UEOPLE and its subsidiaries,see“Prospectus Summary Dividend Distributions or Assets Transfer among the Holding Company and Its Subs

81、idiaries”.See also“Risk Factors Risks Related to Doing Business in China To the extent any funds or assets in the business is in mainlandChina or Hong Kong or a mainland China or Hong Kong entity,the funds or assets may not be available to fund operations or forother use outside of mainland China or

82、 Hong Kong due to interventions in or the imposition of restrictions and limitations on theability of us or our PRC subsidiaries by the PRC government to transfer funds or assets.”on page 41 of this prospectus.The PRCregulatory authorities impose controls and restrictions on the conversion of RMB in

83、to foreign currencies and the remittance ofcurrencies out of mainland China.Under existing PRC foreign exchange regulations,payment of current account items,such asprofit distributions and trade and service-related foreign exchange transactions,can be made in foreign currencies without priorapproval

84、 from the State Administration of Foreign Exchange,or the SAFE,by complying with certain procedural requirements.Therefore,our PRC subsidiaries are able to pay dividends in foreign currencies to us without prior approval from SAFE,subject tothe condition that the remittance of such dividends outside

85、 of the PRC complies with certain procedures under PRC foreignexchange regulations,such as the overseas investment registrations by our shareholders or the ultimate shareholders of ourcorporate shareholders who are PRC residents.However,approval from or registration or filling with appropriate gover

86、nmentauthorities is required where RMB is to be converted into foreign currency and remitted out of mainland China to pay capitalexpenses such as the repayment of loans denominated in foreign currencies.Furthermore,if our PRC subsidiaries in mainlandChina incur debt on their own in the future,the in

87、struments governing the debt may restrict their ability to pay dividends or makeother payments.In addition,the PRC Enterprise Income Tax Law and its implementation rules provide that a withholding tax at arate of 10%will be applicable to dividends payable by companies in mainland China to enterprise

88、s outside of mainlandChina unless reduced under treaties or arrangements between the PRC central government and the governments of other countriesor regions where the enterprises outside of mainland China are tax resident.Based on our understanding of the Hong Kong lawsand regulations,as of the date

89、 of this prospectus,there is no restriction imposed by the Hong Kong government on the transfer ofcapital within,into and out of Hong Kong(including funds from Hong Kong to mainland China),except transfer of fundsinvolving money laundering and criminal activities.Notwithstanding the foregoing,we can

90、not assure that there will not be anychanges in the future in the relevant capital transfer regulatory regime in Hong Kong.Based on our understanding of the BVI lawsand regulations,as of the date of this prospectus,there is no restriction on the transfer of capital within,into and out of BVI.See“Ris

91、k Factors Risks Related to Doing Business in China The transfer of funds,dividends and other distributions between usand our subsidiaries is regulated by relevant laws and regulations.”on page 36 of this prospectus.See“Prospectus Summary Dividend Distributions or Assets Transfer among the Holding Co

92、mpany and ItsSubsidiaries”on page 9 of this prospectus,and“Risk Factors Risks Related to Doing Business in China The transfer offunds,dividends and other distributions between us and our subsidiaries is regulated by relevant laws and regulations.”on page36 of this prospectus and“Risk Factors Risks R

93、elated to Doing Business in China The dividends paid by our PRCsubsidiaries are subject to withholding tax liabilities,which may not qualify to enjoy certain treaty benefits.”on page 33 of thisprospectus.For a summary of the condensed consolidated schedule and the consolidated financial statements,s

94、ee page 15 of thisprospectus for“Summary Consolidated Financial and Operating Data Summary Consolidated Statement of Income”;“Summary Consolidated Balance Sheet”;and“Summary Consolidated Statements of Cash Flows”;“Risk Factors RisksRelated to Doing Business in China Changes in Chinas economic or soc

95、ial conditions or government policies,could have amaterial effect on our business and operations.”on page 38 of this prospectus;and“Risk Factors Risks Related to DoingBusiness in China We must remit the offering proceeds to our PRC operating subsidiaries before they may be used to benefitour busines

96、s in China,the process of which may be time-consuming,and we cannot assure that we can finish all necessarygovernmental registration processes in a timely manner.”on page 36 of this prospectus;“Risk Factors Risks Related to DoingBusiness in China PRC regulation of loans and direct investment by offs

97、hore holding companies to PRC entities may delay usfrom using the proceeds of this offering to make loans or additional capital contributions to our PRC subsidiaries,which couldaffect our liquidity and our ability to fund and expand our business.”on page 35 of this prospectus;“Risk Factors Risks Rel

98、atedto Doing Business in China We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fundany cash and financing requirements we may have,and any limitation on the ability of our PRC subsidiaries to make payments tous could have a material and adverse effect on ou

99、r ability to conduct our business.”on pages 32 and 33 of this prospectus;and“Risk Factors Risks Related to Doing Business in China Governmental control of currency conversion may limit our abilityto utilize our revenues effectively and affect the value of your investment.”on page 37 of this prospect

100、us.Our Ordinary Shares may be prohibited from trading on a national exchange or“over-the-counter”markets under theHolding Foreign Companies Accountable Act(the“HFCA Act”)if the Public Company Accounting Oversight Board(the“PCAOB”)is unable to inspect our auditor for three consecutive years beginning

101、 in 2021.Our auditor is currently subject toPCAOB inspections and the PCAOB is able to inspect our auditor.Furthermore,on June 22,2021,the U.S.Senate passed theAccelerating Holding Foreign Companies Accountable Act(the“AHFCAA”),which,if signed into law,would amend the HFCAAct and require the SEC to

102、prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor is not subject toPCAOB inspections for two consecutive years instead of three consecutive years.Pursuant to the HFCA Act,the PCAOB issued aDetermination Report on December 16,2021(“Determination Report”)which found

103、 that the PCAOB is unable to inspect orinvestigate completely registered public accounting firms headquartered in:(1)mainland China of the PRC,and(2)Hong Kong.Inaddition,the PCAOBs report identified the specific registered public accounting firms which are subject to these determinations.On August 2

104、6,2022,a Statement of Protocol was signed by the PCAOB,the CSRC and the Ministry of Finance of the PRCgoverning inspections and investigations of audit firms based in mainland China and Hong Kong(the“Statement of Protocol”).The PCAOB was required to assess whether it is able to inspect and investiga

105、te completely registered public accounting firmsheadquartered in mainland China and Hong Kong by the end of 2022.On December 15,2022,the PCAOB board announced that ithas completed the inspections,determined that it had complete access to inspect or investigate completely registered publicaccounting

106、firms headquartered in mainland China and Hong Kong,and voted to vacate the Determination Report.Our auditor,WWC,P.C.(“WWC”),is headquartered in San Mateo,California,and has been inspected by the PCAOB on a regular basis.Ourauditor is not headquartered in mainland China or Hong Kong and was not iden

107、tified in this report as a firm subject to thePCAOBs determination.Notwithstanding the foregoing,in the future,if there is any regulatory change or step taken by PRCregulators that does not permit our auditor to provide audit documentations located in mainland China or Hong Kong to thePCAOB for insp

108、ection or investigation,or the PCAOB re-evaluates its determination as a result of any obstruction with theimplementation of the Statement of Protocol in the future,you may be deprived of the benefits of such inspection which couldresult in limitation or restriction to our access to the U.S.capital

109、markets and trading of our securities,including trading on thenational exchange and trading on“over-the-counter”markets,may be prohibited under the HFCA Act.See“Risk Factors RisksRelated to Doing Business in China Recent joint statement by the SEC and the PCAOB,proposed rule changes submitted byNasd

110、aq,and an act passed by the US Senate all call for additional and more stringent criteria to be applied to emerging marketcompanies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by thePCAOB.These developments could add uncertainties to our o

111、ffering,”on pages 41 and 42 of this prospectus for more information.We are a Cayman Islands company and conduct all of our operations in China and all of our assets are located in China.All of our directors and officers are nationals or residents of countries other than the United States.In addition

112、,a substantialportion of the assets of these persons is located outside the United States.As a result,it may be difficult for you to effect service ofprocess within the United States upon these persons.It may also be difficult for you to enforce the U.S.courts judgments obtainedin U.S.courts includi

113、ng judgments based on the civil liability provisions of the U.S.federal securities laws against us and ourofficers and directors.See“Risk Factors Risks Related to Doing Business in China You may experience difficulties ineffecting service of legal process,enforcing foreign judgments or bringing acti

114、ons outside of United States against us or ourmanagement named in the prospectus.”on page 39 of this prospectus.This prospectus does not constitute,and there will not be,an offering of securities to the public in the Cayman Islands.Neither the Securities and Exchange Commission nor any state securit

115、ies commission nor any other regulatorybody has approved or disapproved of these securities or determined if this prospectus is truthful or complete.Anyrepresentation to the contrary is a criminal offense.Per Share Total Public offering price(1)$Underwriter discounts(2)$Proceeds to us,before expense

116、s(3)$(1)The table above assumes that the underwriters do not exercise their over-allotment option.For more information,see“Underwriting”beginning on page 132 of this prospectus.(2)An underwriting discount equal to seven percent(7%)of the offering price will be provided to underwriters for the invest

117、orsintroduced by the underwriters,and five percent(5%)for investors introduced by us.This table does not include a non-accountable expense allowance equal to 1%of the gross proceeds of this offering payable to the underwriter,or certain otherexpenses for which we have agreed to reimburse the underwr

118、iters.See the section titled“Underwriting”beginning on page132 of this prospectus for additional disclosure regarding underwriter compensation and offering expenses.(3)UEOPLE expects its cash expenses for this offering(including cash expenses payable to its underwriter for the underwritersout-of-poc

119、ket expenses)not to exceed$,exclusive of the above discounts.For a detailed description of the compensationto be received by the underwriter,see“Underwriting”beginning on page 132 of this prospectus.This offering is being conducted on a firm commitment basis.The underwriter is obligated to take and

120、pay for all of theOrdinary Shares if any such Ordinary Shares are taken.Assuming an offering price of$per Ordinary Share,which is themidpoint of the range set forth on the cover page of this prospectus,the total gross proceeds to UEOPLE,before underwritingdiscounts and expenses,will be$.We have gran

121、ted the underwriters an option,exercisable for 45 days following the effective date of this prospectus,topurchase up to an additional 15%of the Ordinary Shares offered in this offering on the same terms to cover over-allotments,if any.The underwriter expects to deliver the Ordinary Shares to purchas

122、ers in the offering on or about,2024.UEOPLE may amend or supplement this prospectus from time to time by filing amendments or supplements as required.You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.Neither the United States

123、Securities and Exchange Commission nor any other regulatory body has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus.Any representation to thecontrary is a criminal offense.US Tiger Securities,Inc.Prospectus dated,2024 TABLE OF CONTENTS PagePROSP

124、ECTUS SUMMARY1SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA15RISK FACTORS16DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS48ENFORCEABILITY OF CIVIL LIABILITY49USE OF PROCEEDS51DETERMINATION OF OFFERING PRICE52DIVIDEND POLICY52CAPITALIZATION53DILUTION54CORPORATE HISTORY AND STRUCTURE55MANAGEMENTS

125、 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS56INDUSTRY69OUR BUSINESS80REGULATIONS92MANAGEMENT106COMPENSATION110PRINCIPAL SHAREHOLDERS111RELATED PARTY TRANSACTIONS112DESCRIPTION OF SHARE CAPITAL113SHARES ELIGIBLE FOR FUTURE SALE123TAXATION125UNDERWRITING132LEGAL MATTERS139

126、EXPERTS139INTERESTS OF NAMED EXPERTS AND COUNSEL139DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES139WHERE YOU CAN FIND MORE INFORMATION140INDEX TO FINANCIAL STATEMENTSF-1 UEOPLE and the underwriter have not authorized any person to give you any supplemental infor

127、mation or to make anyrepresentations for UEOPLE.You should not assume that the information contained in this prospectus or any prospectussupplement are accurate as of any date other than their respective dates,regardless of the time of delivery of this prospectus or ofany sale of the shares.This pro

128、spectus is an offer to sell only the Ordinary Shares offered hereby,but only under circumstances andin jurisdictions where it is lawful to do so.UEOPLE is not making an offer to sell these securities in any jurisdiction where theoffer or sale is not permitted or where the person making the offer or

129、sale is not qualified to do so or to any person to whom it isnot permitted to make such offer or sale.The information in this registration statement is not complete and is subject to change.No person should rely on the information contained in this document for any purpose other than participating i

130、n UEOPLEsproposed offering,and only prospectus dated hereof,is authorized by UEOPLE to be used in connection with our proposedoffering.The preliminary prospectus will only be distributed by UEOPLE and no other person has been authorized by UEOPLE touse this document to offer or sell any of UEOPLEs s

131、ecurities.Until,2024(the 25th day after the date of this prospectus),all dealers that effect transactions in these securities,whether or not participating in this offering,may be required to deliver a prospectus.This is in addition to the dealersobligation to deliver a prospectus when acting as unde

132、rwriters and with respect to their unsold allotments or subscriptions.i COMMONLY USED DEFINED TERMS Unless otherwise indicated or the context requires otherwise,references in this prospectus to:“China”or the“PRC”refers to the Peoples Republic of China.When used in the case of laws,regulations and ru

133、les,“China”or“the PRC”refers to only such laws,regulations and rules of mainland China.When used in the case ofgovernment,governmental authorities,regulatory agencies,courts,jurisdictions,tax,entities,enterprises,individualsand residents of“China”or“the PRC”or“Chinese”,it refers to only such governm

134、ent,governmental authorities,regulatory agencies,courts,jurisdictions,tax,entities,enterprises,individuals and residents of mainland China;“we”,or“us”in this prospectus are to UEOPLE Technology Holding Limited,a Cayman Islands company and itssubsidiaries,Renren Parking Holding Limited,Pinganshun Gro

135、up Limited,WFOE,Shenzhen PinganshunTechnology Co.,Ltd.,Shenzhen Keshentong Technology Co.,Ltd.,Shenzhen Keshentong Transportation FacilitiesCo.,Ltd.,Shenzhen Keshentong Logistics Co.,Ltd.,and Guangdong Keshentong Network Engineering Co.,Ltd.,companies incorporated under the laws of BVI,Hong Kong and

136、 PRC,unless the context otherwise indicates;“AHFCAA”refers to the Accelerating Holding Foreign Companies Accountable Act;“BVI”are to the“British Virgin Islands”;“CAC”refers to the Cyberspace Administration of China;“CSRC”refers to the China Securities Regulatory Commission;the“Companies Act”are to t

137、he Companies Act(As Revised)of the Cayman Islands;the“Company”or“UEOPLE”are to UEOPLE Technology Holding Limited,a Cayman Islands company;“HFCA Act”refers to the Holding Foreign Companies Accountable Act;“Keshentong Logistics”refers to Shenzhen Keshentong Logistics Co.,Ltd.,a company incorporated in

138、 the PRC andwholly owned by Shenzhen Pinganshun;“Keshentong Network Engineering”refers to Guangdong Keshentong Network Engineering Co.,Ltd.,a companyincorporated in the PRC and wholly owned by Shenzhen Pinganshun;“Keshentong Transportation Facilities”refers to Shenzhen Keshentong Transportation Faci

139、lities Co.,Ltd.,a companyincorporated in the PRC and wholly owned by Shenzhen Pinganshun;“M&A Rules”refers to the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors ofChina;“MOFCOM”refers to the Ministry of Commerce of China;“Negative List”refers to the Special Admi

140、nistrative Measures for the Access of Foreign Investment(Negative List);“NDRC”refers to the National Development and Reform Commission of China;“NPC”refers to the National Peoples Congress of China;ii “Pinganshun Group”refers to Pinganshun Group Limited,a company incorporated in Hong Kong and wholly

141、 ownedby Renren Parking;“Renren Parking”refers to Renren Parking Holding Limited,a company incorporated in British Virgin Islands andwholly owned by UEOPLE;“RMB”or“yuan”refers to the legal currency of China;“SAFE”refers to the State Administration of Foreign Exchange in China;“SAIC”refers to the Sta

142、te Administration for Industry and Commerce in China and is currently known as StateAdministration for Market Regulation;“SAMR”refers to the former State of Administration of Industry and Commerce of China,which has been mergedinto the State Administration for Market Regulation;“SCNPC”refers to the

143、Standing Committee of the National Peoples Congress of China;“Shenzhen Keshentong”refers to Shenzhen Keshentong Technology Co.,Ltd.,a company incorporated in the PRCand wholly owned by Shenzhen Pinganshun;“Shenzhen Pinganshun”refers to Shenzhen Pinganshun Technology Co.,Ltd.,a company incorporated i

144、n the PRCand wholly owned by WFOE;“$,”“dollars,”“US$”or“U.S.dollars”are to the legal currency of the United States;“U.S.GAAP”are to generally accepted accounting principles in the United States;“WFOE”refers to Hangzhou Ueople Technology Co.,Ltd.,a company incorporated in the PRC and wholly ownedby P

145、inganshun Group;and “shares”or“Ordinary Shares”are to the ordinary shares of UEOPLE,par value$0.001 per share.UEOPLE does not have any material operations of its own and is a holding company with operations conducted in PRCthrough its PRC operating subsidiaries using RMB,the currency of PRC.UEOPLEs

146、reporting currency is RMB.This prospectuscontains translations of certain foreign currency amounts into U.S.dollars for the convenience of the reader.All translations ofRMB are calculated at the rate of$1.00=RMB6.8972 as of December 31,2022 and$1.00=RMB6.7290 for the year endedDecember 31,2022.All t

147、ranslations of RMB are calculated at the rate of$1.00=RMB7.0999 as of the December 31,2023 and$1.00=RMB7.0809 for the year ended December 31,2023.No representation is made that the RMB amounts could have been,orcould be,converted,realized or settled into US$at such rate,or at any other rate.We are e

148、xposed to foreign exchange risk.See“Risk Factors Risks Related to Doing Business in China Fluctuations in exchange rates could have a material adverse effecton our results of operations and the price of our Ordinary Shares,”at pages 39 and 40.iii PROSPECTUS SUMMARY This summary highlights informatio

149、n that we present more fully in the rest of this prospectus.This summary does not contain allof the information you should consider before buying Ordinary Shares in this offering.This summary contains forward-lookingstatements that involve risks and uncertainties,such as statements about our plans,o

150、bjectives,expectations,assumptions orfuture events.In some cases,you can identify forward-looking statements by terminology such as“anticipate,”“estimate,”“plan,”“project,”“continuing,”“ongoing,”“expect,”“we believe,”“we intend,”“may,”“should,”“will,”“could,”andsimilar expressions denoting uncertain

151、ty or an action that may,will or is expected to occur in the future.These statementsinvolve estimates,assumptions,known and unknown risks,uncertainties and other factors that could cause actual results todiffer materially from any future results,performances or achievements expressed or implied by t

152、he forward-looking statements.You should read the entire prospectus carefully,including the“Risk Factors”section and the financial statements and the notesto those statements.Unless otherwise stated,all references to“us,”“our,”“UEOPLE,”“we,”the“Company”and similardesignations refer to UEOPLE Technol

153、ogy Holding Limited,an exempted company incorporated with limited liability under thelaws of the Cayman Islands,and its consolidated subsidiaries.Business Overview Overview We are a leading equipment supplier in Chinas active parking utilization service market in terms of number of parkinghardware s

154、hipments and profitability,according to Frost&Sullivan.We started our business in 2012 and has been focused onresearch and development of equipment used in intelligent parking and smart travel scenarios.We provide access controlsystem equipment,such as HD(high definition)license plate recognition sy

155、stem,dynamic face recognition system,smartcampus management system,Internet of Things access control management system,road access control system,and otheraccess control equipment.We also provide custom made hardware based on needs of our customers.With the rapid urbanization in China and the increa

156、sing awareness of traffic safety,the demand for active parkingutilization system products in commercial and residential buildings has increased,including demand for intelligent license platerecognition solutions,intelligent vehicle gate valves,roadblocks,facial recognition secure access systems,etc.

157、The demandtranslates into a huge market for active parking utilization systems and related products,and we participate in this growingmarket by supplying equipment parts and compatible software that are used to build active parking utilization systems.Our products and services are sold to various ty

158、pes of customers including residential compound,public parking lots,commercial complexes,airports,schools,office buildings,and industrial parks.As of the date of this prospectus,we haveinstalled our access control system equipment in parking lots in approximately 300 cities across China.Our Products

159、 and Services We offer our customers an extensive array of products and services designed for use in access control systems,encompassing both hardware and software solutions.Additionally,we offer other tailored products and services to address theunique requirements of some customers,such as special

160、 function setting,to accommodate their specific needs.As advised by our PRC counsel,Beijing DHH Law Firm(“DHH”),as of the date of this prospectus,our PRCsubsidiaries are required to obtain the following requisite permissions and approvals for our operations in PRC:Name of Entity Principal Business O

161、peration Governmental Permission Required StatusWFOE Investment holding Business License ObtainedShenzhen Pinganshun Production and sale all kinds ofaccess control systemequipment and othercommunication equipmentparts Business License Obtained Record-filing of customs declarationentities Completed R

162、egistration of export entitiesdirectory CompletedShenzhen Keshentong Sale all kinds of access controlsystem equipment Business License ObtainedKeshentong TransportationFacilities Installation and maintenance ofparking facilities Business License ObtainedKeshentong Logistics Sale all kinds of access

163、controlsystem equipment Business License ObtainedKeshentong NetworkEngineering Sale all kinds of access controlsystem equipment Business License Obtained 1 We believe that each of our PRC subsidiaries has obtained all requisite permissions or approvals to conduct itsbusiness in the manner presently

164、conducted and described in this prospectus in PRC and no permissions or approvals have beendenied for any of our PRC subsidiaries.For us to offer and list the securities being registered hereunder in overseas markets,weare required to submit filings with the CSRC within 3 working days after the rele

165、vant application is submitted overseas.Wetimely submitted the required filing materials to the CSRC on January 3,2024.We have been addressing CSRC comments andwill submit any additional materials as subsequently requested by and/or respond to questions from the CSRC on a timely basisas they occur,an

166、d expect to complete the filing procedure prior to our proposed initial public offering and listing on the NasdaqCapital Market.Since the Trial Administrative Measures are newly promulgated,and our filing materials are subject to furtherreview and comment by the CSRC,we cannot assure that we will be

167、 able to complete the relevant filings in a timely manner orfulfil all the regulatory requirements thereunder.We believe that(i)subject to the filing procedures with the CSRC in accordance with the Trial AdministrativeMeasures,we are not required to obtain the approval by the CSRC under the M&A Rule

168、s for our offering and listing,and(ii)we are not subject to cybersecurity review with the CAC,under the Cybersecurity Review Measures(2021),which becameeffective on February 15,2022,because we currently do not have over one million users personal information and do notanticipate that we will be coll

169、ecting over one million users personal information in the foreseeable future.However,there can be no assurance that the relevant government agencies will not take a view that is contrary to orotherwise different from the conclusions stated above.Furthermore,the applicable laws and regulations may ch

170、ange and ourPRC subsidiaries may as a result be required to obtain permission from the PRC government to list on the U.S.exchanges in thefuture,in addition to the CSRC filing under the Trial Administrative Measures,and even when such permission is obtained,wecannot assure you that it will not be lat

171、er denied or rescinded.We have been closely monitoring regulatory developments inChina regarding any necessary approvals from the CSRC,CAC or other PRC governmental authorities.If our PRC subsidiaries(i)do not receive or maintain such permissions or approvals by the PRC government,(ii)inadvertently

172、conclude that suchpermissions or approvals are not required,or(iii)applicable laws,regulations,or interpretations change and we are required toobtain such permissions or approvals in the future,our operations and financial conditions could be materially adverselyaffected,and our ability to offer sec

173、urities to investors could be significantly limited or completely hindered and the securitiescurrently being offered may substantially decline in value and be worthless.Our Growth Strategies We intend to pursue the following strategies to strengthen our market position and grow our business:Maintain

174、 our leadership position with increased Research and Development(R&D)effort and innovativetechnologies.Strengthen our marketing and sales network to serve expanding customer base in China.Enhance our manufacturing capability and variety of our product offering.Our Competitive Advantages We believe t

175、hat the following competitive strengths have contributed to our success and differentiated us from ourcompetitors:Streamlined Procurement and Efficient Assembly.Stringent Quality Control Exceptional Customer Service Innovation in Bluetooth Parking Equipment 2 Market and Industry Overview We particip

176、ate in Chinas Active Parking Utilization Service Market as an“active parking utilization service provider”,which refers to key players committed to delivering a spectrum of products and services.The primary objective is to facilitateand empower car owners,parking space providers,governmental bodies,

177、and the local economies.The range of services offeredencompasses,but is not limited to,the sharing of parking space information,reservation services,comprehensive solution,advertising and marketing initiatives to broaden the customer base,and value-added services to neighboring industries.Thecorresp

178、onding product portfolio includes hardware and software solutions,complemented by related services.The marketsexistence is fundamentally rooted in addressing the prevailing challenges associated with passive parking(as opposed to activeparking,situation where car owners have to find parking space th

179、emselves without information available in advance)and theoptimization of surrounding resources.The chart below demonstrates the supply chain of Chinas active parking utilization service market:Source:Frost&Sullivan The market size of Chinas active parking utilization service industry increased from

180、RMB 45.3 billion in 2018 toRMB 117.2 billion in 2022,with a CAGR of 26.0%from 2018 to 2022,which was attributable to the number of vehicles inoperation,increased parking fees,and increased revenue from innovative business models in industry.With an increasing needfor active parking utilization provi

181、ders,the market is expected to grow rapidly to reach RMB 410.1 billion in 2027,with aCAGR of 30.8%from 2022 to 2027.In terms of specific subdivisions of the market,car parking information and reservation market increased from RMB1.1 billion in 2018 to RMB 1.6 billion in 2022.The solution provision a

182、nd advertising market increased from RMB 12.1 billionin 2018 to RMB 34.9 billion in 2022,with a CAGR of 30.3%,which is the fastest-growing market.The management,andpromotion of economic flows in neighboring spaces,had the most promising trend in the future,which is expected to reachRMB 309.4 billion

183、 in 2027,with a CAGR of 30.8%from 2022 to 2027.The market size of Chinas pedestrian gate market was157.0 million RMB in 2018.It reached 362.8 million RMB in 2022,with a CAGR of 23.3%.The market for pedestrian gate isforecasted to reach 682.5 million RMB in 2027.3 Certain Risks and Limitations Relate

184、d to Doing Business in China Because all of our operations are in mainland China,our business is subject to the complex and continuous evolvinglaws and regulations.The PRC legal system and regulatory framework are different from those of the United States in variousaspects.For example,while United S

185、tates have a common law legal system where courts follow decisions of higher level courtswithin the same jurisdiction,the PRC legal system is based on written statutes and prior court decisions are encouraged to beused for reference but it is of limited precedential value;accordingly,the interpretat

186、ion and application of PRC laws andregulations are not always uniform and the enforcement of these laws,regulations and rules involves uncertainties.See“RiskFactors Risks Related to Doing Business in China Because all of our operations are in China,our business is subject tothe evolving laws and reg

187、ulations there.The PRC regulatory authorities may strengthen the supervision of securities offering,listing and business operation of U.S.listed Chinese companies,which could result in a material change in our operationsand/or the value of our Ordinary Shares.”from page 23 to 25,“Uncertainties with

188、respect to the PRC legal system,includinguncertainties regarding the enforcement of laws,and sudden or unexpected changes in laws and regulations in China with littleadvance notice could adversely affect us and limit the legal protections available to you and us.”on page 26,and“Changes inChinas econ

189、omic or social conditions or government policies,could have a material effect on our business and operations.”onpage 38 of this prospectus.There are significant enforcement risks related to our Ordinary Shares.It may be difficult for you to effect service ofprocess or the U.S.courts judgments obtain

190、ed in U.S.courts upon us or our directors and officers,none of them is resident inthe United States,and whose significant part of assets are located outside of the United States.In addition,there is uncertaintyas to whether the courts of the Cayman Islands or the PRC,respectively,would recognize or

191、enforce judgments of U.S.courtsagainst us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state.In addition,it is uncertain whether such Cayman Islands or PRC courts would entertain original actions brought in the courts ofthe Cayman

192、Islands or the PRC against us or such persons predicated upon the securities laws of the United States or anystate.See“Risk Factors Risks Related to Doing Business in China You may experience difficulties in effecting service oflegal process,enforcing foreign judgments or bringing actions outside of

193、 United States against us or our management named inthe prospectus.”on page 39 of this prospectus.There are significant liquidity risks related to our Ordinary Shares and certain limitations on our ability to transfer cashbetween us or our subsidiaries.In order for us to pay dividends to our shareho

194、lders,we may rely on the distribution of profits ofour PRC operating entities to our Hong Kong subsidiary,then to our BVI subsidiary,and then to UEOPLE.PRC regulationscurrently permit the payment of dividends only out of accumulated profits,as determined in accordance with accountingstandards and PR

195、C regulations.To the extent any funds or assets in the business is in mainland China or Hong Kong or amainland China or Hong Kong entity,the funds or assets may not be available to fund operations or for other use outside ofmainland China or Hong Kong without completion of relevant foreign exchange

196、formalities.See“Risk Factors RisksRelated to Doing Business in China To the extent any funds or assets in the business is in mainland China or Hong Kong ora mainland China or Hong Kong entity,the funds or assets may not be available to fund operations or for other use outside ofmainland China or Hon

197、g Kong due to interventions in or the imposition of restrictions and limitations on the ability of us orour PRC subsidiaries by the PRC government to transfer funds or assets.”on page 41 of this prospectus.Furthermore,if ourPRC subsidiaries incur debt on their own in the future,the instruments gover

198、ning the debt may restrict their ability to paydividends or make other payments.In addition,the PRC Enterprise Income Tax Law and its implementation rules provide that awithholding tax at a rate of 10%will be applicable to dividends payable by companies in mainland China to enterprises outsideof mai

199、nland China unless reduced under treaties or arrangements between the PRC central government and the governments ofother countries or regions where the enterprises outside of mainland China are tax resident.See“Prospectus Summary Dividend Distributions or Assets Transfer among the Holding Company an

200、d Its Subsidiaries.”on page 9 of this prospectus,“Risk Factors Risks Related to Doing Business in China The transfer of funds,dividends and other distributions betweenus and our subsidiaries is regulated by relevant laws and regulations.”on pages 36 of this prospectus,and“Risk Factors Risks Related

201、to Doing Business in China We must remit the offering proceeds to our PRC operating subsidiaries beforethey may be used to benefit our business in China,the process of which may be time-consuming,and we cannot assure that wecan finish all necessary governmental registration processes in a timely man

202、ner.”on page 36 of this prospectus.In addition,any transfer of funds by us to our PRC subsidiaries,either as a shareholder loan or as an increase in registered capital,aresubject to approval by or registration or filing with relevant governmental authorities in China.Any foreign loans procured byour

203、 PRC subsidiaries is required to be registered with Chinas State Administration of Foreign Exchange(“SAFE”)in its localbranches and satisfy relevant requirements,and our PRC subsidiaries may not procure loans which exceed the differencebetween its respective total project investment amount and regis

204、tered capital or two times(which may be varied year by yeardue to the change of PRCs national macro-control policy)of the net worth of our PRC subsidiaries.According to the relevantPRC regulations on foreign-invested enterprises in China,capital contributions to our PRC subsidiaries are subject to t

205、heregistration with State Administration for Market Regulation in its local branches,report submission to the Ministry ofCommerce in its local branches and registration with a local bank authorized by SAFE.Based on our understanding of theHong Kong laws and regulations,as of the date of this prospec

206、tus,there is no restriction imposed by the Hong Konggovernment on the transfer of capital within,into and out of Hong Kong(including funds from Hong Kong to mainland China,except transfer of funds involving money laundering and criminal activities).Notwithstanding the foregoing,we cannot assurethat

207、there will not be any changes in the future in the relevant capital transfer regulatory regime in Hong Kong.4 Summary of Risk Factors Investing in UEOPLEs Ordinary Shares involves significant risks.You should carefully consider all of theinformation in this prospectus before making an investment in

208、UEOPLEs Ordinary Shares.As a Cayman Islands holding company with operations conducted by our PRC operating subsidiaries based in China,our corporate structure involves unique risks to investors.Chinese regulatory authorities could change the rules and regulationsregarding foreign ownership in the in

209、dustry in which the Company operates and could disallow our operating structure,whichwould likely result in a material change in our operations and/or a material change in the value of the securities we areregistering for sale,including that it could cause the value of such securities to significant

210、ly decline or become worthless.Wealso face legal and operational risks associated with having the majority of our operations in China,some of which could resultin a material change in our operations and/or the value of the securities we are registering for sale or could significantly limit orcomplet

211、ely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities tosignificantly decline or be worthless.For example,we face risks arising from the legal system in China including risks anduncertainties regarding the enforcement of laws and that rul

212、es and regulations in China can change quickly with little advancenotice.The Chinese government may intervene or influence our PRC operating subsidiaries operations at any time,or mayexert more control over offerings conducted overseas and/or foreign investment in China-based issuers,which could res

213、ult in amaterial change in the operating subsidiaries operations and/or the value of our Ordinary Shares.Any actions by the Chinesegovernment to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or c

214、omplete hinder our ability to offer or continue to offer our securities to investors andcause the value of such securities to significantly decline or be worthless.Regulations relating to offshore investment activitiesby PRC residents may limit our ability to acquire PRC companies and could result i

215、n a material change in our operations and/orthe value of the securities we are registering.Below please find a summary of the principal risks we face,organized under relevant headings.These risks arediscussed in more detail in the section titled“Risk Factors”beginning on page 16 of this prospectus.R

216、isks Related to Our Business and Industry Risks and uncertainties related to our business and industry beginning on page 16 of this prospectus,including,but arenot limited to,the following:We have a limited operating history in a competitive and rapidly evolving industry;it may be difficult to evalu

217、ateour prospects,and we may not be able to effectively manage our growth.See a more detailed discussion of thisrisk factor with the same title on page 16 of this prospectus.If the market for our products develops more slowly than we expect,our operating results would be adverselyaffected.See a more

218、detailed discussion of this risk factor with the same title on page 16 of this prospectus.If we are not able to continue to innovate or if we fail to adapt to changes in our industry,our business,financialcondition and results of operations would be materially and adversely affected.See a more detai

219、led discussion ofthis risk factor with the same title on page 16 of this prospectus.We may require substantial additional funding in the future.There is no assurance that additional financing will beavailable to us.See a more detailed discussion of this risk factor with the same title on page 16 of

220、this prospectus.Our business is substantially dependent on our collaboration with our major suppliers.Changes or difficulties inour relationships with our suppliers may harm our business and financial results.See a more detailed discussion ofthis risk factor with the same title on page 17 of this pr

221、ospectus.Our business is dependent on certain major customers and changes or difficulties in our relationships with ourmajor customers may harm our business and financial results.See a more detailed discussion of this risk factorwith the same title on page 17 of this prospectus.We are dependent on o

222、ur manufacturing facilities to produce our products,which subjects us to risks associatedwith disruptions and changing technology and manufacturing techniques that could place us at a competitivedisadvantage.See a more detailed discussion of this risk factor with the same title on page 18 of this pr

223、ospectus.We cannot assure you that our growth strategy will be successful,which may result in a negative impact on ourgrowth,financial condition,results of operations and cash flow.See a more detailed discussion of this risk factorwith the same title on page 18 of this prospectus.As a“controlled com

224、pany”under the rules of the Nasdaq Capital Market,UEOPLE may choose to exempt it fromcertain corporate governance requirements that could have an adverse effect on its public shareholders.See a moredetailed discussion of this risk factor with the same title on page 20 of this prospectus.5 Risks Rela

225、ted to Our Corporate Structure We are also subject to risks and uncertainties related to our corporate structure beginning on page 21 of thisprospectus,including,but not limited to,the following:Our directors and officers currently own a significant percentage of the total voting power of our outsta

226、ndingOrdinary Shares,and they collectively are able to decide matters that require votes of shareholders.See a moredetailed discussion of this risk factor with the same title on page 21 of this prospectus.You may face difficulties in protecting your interests,and your ability to protect your rights

227、through U.S.courtsmay be limited,because we are incorporated under Cayman Islands law.See a more detailed discussion of thisrisk factor with the same title on page 22 of this prospectus.You may be unable to present proposals before annual general meetings or extraordinary general meetings notcalled

228、by shareholders.See a more detailed discussion of this risk factor with the same title on page 22 of thisprospectus.Risks Related to Doing Business in China Substantially all of our operations are in PRC;therefore,we face risks and uncertainties relating to doing business inPRC in general beginning

229、on page 23 of this prospectus including,but not limited to,the following:The Chinese government may intervene in or influence our operations at any time,or may exert control overoperations of our business,which could result in a material change in our operations and/or the value of ourOrdinary Share

230、s.See a more detailed discussion of this risk factor with the same title on page 23 of thisprospectus.Because all of our operations are in China,our business is subject to the evolving laws and regulations there.ThePRC regulatory authorities may strengthen the supervision of securities offering,list

231、ing and business operation ofU.S.listed Chinese companies,which could result in a material change in our operations and/or the value of ourOrdinary Shares.See a more detailed discussion of this risk factor with the same title on page 23 of thisprospectus.Uncertainties with respect to the PRC legal s

232、ystem,including uncertainties regarding the enforcement of laws,andsudden or unexpected changes in laws and regulations in China with little advance notice could adversely affect usand limit the legal protections available to you and us.See a more detailed discussion of this risk factor with thesame

233、 title on page 26 of this prospectus.Regulations relating to offshore investment activities by PRC residents may limit our ability to acquire PRCcompanies and could adversely affect our business.See a more detailed discussion of this risk factor with thesame title on page 27 of this prospectus.U.S.r

234、egulatory bodies may be limited in their ability to conduct investigations or inspections of our operations inChina.See a more detailed discussion of this risk factor with the same title on page 28 of this prospectus.If we become directly subject to the recent scrutiny involving U.S.-listed Chinese

235、companies,we may have toexpend significant resources to investigate and or defend the matter,which could harm our business operations,stock price and reputation and could result in a complete loss of your investment in us.See a more detaileddiscussion of this risk factor with the same title on page

236、28 of this prospectus.We are subject to a variety of laws and obligations regarding data security,cybersecurity,privacy and personalinformation protection,and any failure to comply with applicable laws and obligations could have a material andadverse effect on our business,financial condition,result

237、s of operations,our listing and the offering.See a moredetailed discussion of this risk factor with the same title on page 30 of this prospectus.6 Under the rules for cross-border provision and examination of auditing records and other materials in connectionwith overseas securities issuance and lis

238、ting in the PRC,any failure to comply with the applicable provisionscould have a material adverse effect on our business,financial condition and results of operations,and could causethe value of our Ordinary Shares to significantly decline or become worthless.See a more detailed discussion ofthis ri

239、sk factor with the same title on page 31 of this prospectus.We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash andfinancing requirements we may have,and any limitation on the ability of our PRC subsidiaries to make paymentsto us could have a mate

240、rial and adverse effect on our ability to conduct our business.See a more detaileddiscussion of this risk factor with the same title on page 32 of this prospectus.We are required to go through the filing procedures with the CSRC for our offering and listing on overseas stockexchanges and may not be

241、able to complete the filing because the filing materials are incomplete or do not meetthe requirements of the CSRC.See a more detailed discussion of this risk factor with the same title on page 37 ofthis prospectus.The approval of the CSRC or other PRC governmental authorities may be required in con

242、nection with thisoffering,and,if required,we cannot predict whether we will be able to obtain such approval.See a more detaileddiscussion of this risk factor with the same title on page 37 of this prospectus.With the promulgation of the new filing-based administrative rules for overseas offering and

243、 listing by domesticcompanies in China,any increasing oversight over overseas public offerings conducted by China-based issuers,which could limit or hinder our ability to offer or continue to offer our Ordinary Shares to investors and couldcause the value of our Ordinary Shares to significantly decl

244、ine or become worthless.See a more detaileddiscussion of this risk factor with the same title on page 38 of this prospectus.If the relevant PRC regulatory authorities were to impose new requirements for approval from the PRC authoritiesto issue our Ordinary Shares to foreign investors or list on a f

245、oreign exchange,such action could limit or hinderour ability to offer or continue to offer securities to investors and cause the value of such securities to significantlydecline or be worthless.See a more detailed discussion of this risk factor with the same title on page 38 of thisprospectus.Change

246、s in Chinas economic or social conditions or government policies,could have a material effect on ourbusiness and operations.See a more detailed discussion of this risk factor with the same title on page 38 of thisprospectus.Recent joint statement by the SEC and the PCAOB,proposed rule changes submit

247、ted by Nasdaq,and an actpassed by the US Senate all call for additional and more stringent criteria to be applied to emerging marketcompanies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are notinspected by the PCAOB.These developments could add uncertaintie

248、s to our offering.See a more detaileddiscussion of this risk factor with the same title on page 41 of this prospectus.Risks Related to This Offering and the Ordinary Shares In addition to the risks described above,we are subject to general risks and uncertainties relating to this Offering andthe Ord

249、inary Shares beginning on page 42 of this prospectus,including,but not limited to,the following:There has been no public market for our Ordinary Shares prior to this offering,and you may not be able to resellthe Ordinary Shares at or above the price you paid,or at all.See a more detailed discussion

250、of this risk factor withthe same title on page 42 of this prospectus.The market price for the Ordinary Shares may be volatile.See a more detailed discussion of this risk factor withthe same title on page 43 of this prospectus.7 We are an emerging growth company within the meaning of the Securities A

251、ct and may take advantage of certainreduced reporting requirements.See a more detailed discussion of this risk factor with the same title on page 44 ofthis prospectus.We are a“foreign private issuer,”and our disclosure obligations differ from those of U.S.domestic reportingcompanies.As a result,we m

252、ay not provide you the same information as U.S.domestic reporting companies or wemay provide information at different times,which may make it more difficult for you to evaluate our performanceand prospects.See a more detailed discussion of this risk factor with the same title on page 45 of this pros

253、pectus.We will incur significantly increased costs as a result of being a public company,and our management has noprior experience in managing and operating a public company and required to devote substantial time tocompliance initiatives and reporting requirements associated therewith.See a more de

254、tailed discussion of this riskfactor with the same title on page 45 of this prospectus.We may experience extreme stock price volatility unrelated to our actual or expected operating performance,financial condition or prospects,making it difficult for prospective investors to assess the rapidly chang

255、ing valueof our Ordinary Shares.See a more detailed discussion of this risk factor with the same title on page 47 of thisprospectus.Corporate History and Holding Company Structure We are an exempted company incorporated with limited liability under the laws of the Cayman Islands on September4,2023 w

256、ith operations conducted through primarily our PRC operating subsidiaries,Shenzhen Pinganshun,ShenzhenKeshentong,Keshentong Transportation Facilities,Keshentong Logistics,Keshentong Network Engineering.The following diagram illustrates our corporate legal structure as of the date of this prospectus.

257、For more detail on ourcorporate history please refer to“Corporate History and Structure”on page 55 of this prospectus.8 UEOPLEs Corporate Information UEOPLEs principal executive office is Room B2-303-96,No.198 Qidi Road,Xiaoshan District,Economic andTechnological Development Zone,Hangzhou,Zhejiang P

258、rovince,311215,China,and its telephone number is+86 0755-28228206.UEOPLEs registered office in the Cayman Islands is at PO Box 309,Ugland House,Grand Cayman,KY1-1104,Cayman Islands.UEOPLE maintains a website at http:/ information contained in,or accessible from,UEOPLEs website or any other website d

259、oes not constitute a part of this prospectus.Dividend Distributions or Assets Transfer among the Holding Company and Its Subsidiaries We are a holding company with no material operations of our own and do not generate any revenue.We currentlyconduct all of our operations through our PRC operating su

260、bsidiaries.We are permitted under PRC laws and regulations toprovide funding to PRC operating subsidiaries through loans or capital contributions,and only if we satisfy the applicablegovernment registration and approval requirements.See“Risk Factors Risks Related to Doing Business in China PRCregula

261、tion of loans and direct investment by offshore holding companies to PRC entities may delay us from using the proceedsof this Offering to make loans or additional capital contributions to our PRC subsidiaries,which could affect our liquidity andour ability to fund and expand our business.”on page 35

262、 of this prospectus.Neither UEOPLE or its subsidiaries has cash management policies dictating how funds are transferred,and each entityneeds to comply with applicable law or regulations with respect to transfer of funds,dividends and distributions with otherentities.Our subsidiaries in the PRC gener

263、ate and retain cash generated from operating activities and re-invest it in ourbusiness.If any of our PRC subsidiaries incurs debt on its own behalf in the future,the instruments governing such debt mayrestrict their ability to pay dividends to us.As of the date of this prospectus,there has been no

264、cash flows,including dividends,transfers and distributions,between UEOPLE and its subsidiaries.As of the date hereof,there has been no dividend ordistributions made between U.S.investors,other investors and the Companys entities.See“Summary Consolidated Financialand Operating Data Summary Consolidat

265、ed Balance Sheets.”;“Summary Consolidated Statement of Income”;and“Consolidated Statements of Cash Flows”on page 15 of this prospectus.Cash proceeds raised from overseas financing activities,including the cash proceeds from this offering,may betransferred by UEOPLE to Renren Parking,and then transfe

266、rred to Pinganshun Group,and then transferred to WFOE,and thenShenzhen Pinganshun,and then the other PRC operating subsidiaries as capital contribution and/or shareholder loans subject toapplicable regulatory approvals,as the case may be.We intend to keep any future earnings to re-invest in and fina

267、nce the expansion of our business,and we do notanticipate that any cash dividends will be paid in the foreseeable future.Under Cayman Islands law,a Cayman Islands company may pay a dividend on its shares out of either profit or sharepremium amount,provided that in no circumstances may a dividend be

268、paid if this would result in the company being unable topay its debts due in the ordinary course of business.If we determine to pay dividends on any of our Ordinary Shares in thefuture,as a holding company,unless we receive proceeds from future offerings,we will be dependent on receipt of funds from

269、Renren Parking,which will be dependent on receipt of dividends from Pinganshun Group,which will be dependent on receiptof dividends from WFOE,which will be dependent on receipt of payments from our PRC operating subsidiaries,includingShenzhen Pinganshun,Shenzhen Keshentong,Keshentong Transportation

270、Facilities,Keshentong Logistics,and KeshentongNetwork Engineering in accordance with the laws and regulations of the PRC and Hong Kong.Our PRC operating subsidiaries ability to distribute dividends is based upon its distributable earnings.Current PRCregulations permit our PRC operating subsidiaries

271、to pay dividends to WFOE only out of its accumulated profits,if any,determined in accordance with Chinese accounting standards and regulations.In addition,each of our PRC operatingsubsidiaries is required to set aside at least 10%of its after-tax profits each year,if any,to fund a statutory reserve

272、until suchreserve reaches 50%of its registered capital.Upon contribution to the statutory reserves using its after-tax profits,each of suchentity in China may also make further contribution to the discretionary reserve funds using its after-tax profits in accordancewith a resolution of the sharehold

273、ers meeting.Although the statutory reserves can be used,among other ways,to increase theregistered capital and eliminate future losses in excess of retained earnings of the respective companies,the reserve funds arenot distributable as cash dividends except in the event of liquidation.9 As of the da

274、te of this prospectus,PRC subsidiaries have not paid any dividends to the offshore companies.The PRC regulatory authorities impose controls and restrictions on the conversion of RMB into foreign currencies andthe remittance of currencies out of the PRC.To the extent any funds or assets in the busine

275、ss is in mainland China or HongKong or a mainland China or Hong Kong entity,the funds or assets may not be available to fund operations or for other useoutside of mainland China or Hong Kong due to interventions in or the imposition of restrictions and limitations on the abilityof us or our PRC subs

276、idiaries by the PRC government to transfer funds or assets.Therefore,we may need to complete theadministrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits,if any.Furthermore,if our subsidiaries in the PRC incur debt on their own in the futu

277、re,the instruments governing the debt mayrestrict their ability to pay dividends or make other payments.To the extent the funds or assets in the business is in the PRC or aPRC subsidiary,the funds or assets may not be available to fund operations or for other use outside of the PRC,withoutcompletion

278、 of relevant foreign exchange formalities,which may limit our ability to transfer funds,pay dividends or makedistribution to UEOPLE.Based on the Hong Kong laws and regulations,as at the date of this prospectus,there is no restrictionimposed by the Hong Kong government on the transfer of capital with

279、in,into and out of Hong Kong(including funds fromHong Kong to the PRC),except transfer of funds involving money laundering and criminal activities.Please see“Risk Factors Risks Related to Doing Business in China To the extent any funds or assets in the business is in mainland China or HongKong or a

280、mainland China or Hong Kong entity,the funds or assets may not be available to fund operations or for other useoutside of mainland China or Hong Kong due to interventions in or the imposition of restrictions and limitations on the abilityof us or our PRC subsidiaries by the PRC government to transfe

281、r funds or assets.”on page 41 of this prospectus,“Risk Factor Changes in Chinas economic or social conditions or government policies,could have a material adverse effect on ourbusiness and operations.”on page 38 of this prospectus;“Risk Factor PRC regulation of loans and direct investment byoffshore

282、 holding companies to PRC entities may delay us from using the proceeds of this Offering to make loans or additionalcapital contributions to our PRC subsidiaries,which could affect our liquidity and our ability to fund and expand our business”on page 35 of this prospectus;and“Risk Factor Governmenta

283、l control of currency conversion may limit our ability to utilizeour revenues effectively and affect the value of your investment”on page 37 of this prospectus.Cash dividends,if any,on our Ordinary Shares will be paid in U.S.dollars.If we are considered a PRC tax residententerprise for tax purposes,

284、any dividends we pay to our overseas shareholders may be regarded as China-sourced income andas a result may be subject to PRC withholding tax at a rate of up to 10.0%.In order for us to pay dividends to our shareholders,we will rely on payments made from our PRC operatingsubsidiaries and the distri

285、bution of such payments to WFOE as dividends from our PRC operating subsidiaries.Certainpayments from our PRC operating subsidiaries to WFOE are subject to PRC taxes,including business taxes and VAT.Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region fo

286、r theAvoidance of Double Taxation and Tax Evasion on Income(the“Double Tax Avoidance Arrangement”),the 10%withholdingtax rate may be lowered to 5%if a Hong Kong resident enterprise owns no less than 25%of a PRC project.However,the 5%withholding tax rate does not automatically apply and certain requi

287、rements must be satisfied,including without limitation that(a)the Hong Kong project must be the beneficial owner of the relevant dividends;and(b)the Hong Kong project must directlyhold no less than 25%share ownership in the PRC project during the 12 consecutive months preceding its receipt of thediv

288、idends.In current practice,a Hong Kong project must obtain a tax resident certificate from the Hong Kong tax authority toapply for the 5%lower PRC withholding tax rate.As the Hong Kong tax authority will issue such a tax resident certificate on acase-by-case basis,we cannot assure you that we will b

289、e able to obtain the tax resident certificate from the relevant Hong Kongtax authority and enjoy the preferential withholding tax rate of 5%under the Double Taxation Arrangement with respect todividends to be paid by our PRC subsidiaries to their immediate holding company,Pinganshun Group.As of the

290、date of thisprospectus,we have not applied for the tax resident certificate from the relevant Hong Kong tax authority.Pinganshun Groupintends to apply for the tax resident certificate when our PRC subsidiaries plan to declare and pay dividends to PinganshunGroup.See“Risk Factors If we are classified

291、 as a PRC resident enterprise for PRC enterprise income tax purposes,suchclassification could result in unfavorable tax consequences to us and our non-PRC shareholders”on pages 33 and 34 of thisprospectus.10 Implications of the Holding Foreign Companies Accountable Act On March 24,2021,the SEC adopt

292、ed interim final rules relating to the implementation of certain disclosure anddocumentation requirements of the HFCA Act.An identified issuer will be required to comply with these rules if the SECidentifies it as having a“non-inspection”year under a process to be subsequently established by the SEC

293、.In June 2021,theSenate passed the AHFCAA,which,if signed into law,would reduce the time period for the delisting of foreign companiesunder the HFCA Act to two consecutive years instead of three years.If our auditor cannot be inspected by the PCAOB,for twoconsecutive years,the trading of our securit

294、ies on any U.S.national securities exchanges,as well as any over-the-countertrading in the U.S.,will be prohibited.On September 22,2021,the PCAOB adopted a final rule implementing the HFCA Act,which provides a framework for the PCAOB to use when determining,as contemplated under the HFCA Act,whether

295、 thePCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdictionbecause of a position taken by one or more authorities in that jurisdiction.On December 2,2021,the SEC issued amendmentsto finalize rules implementing the submission and discl

296、osure requirements in the HFCA Act.The rules apply to registrants thatthe SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that islocated in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because

297、of a position taken byan authority in foreign jurisdictions.On December 16,2021,the PCAOB issued a report on its determinations that it is unableto inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in HongKong,because of positions taken by

298、 PRC authorities in those jurisdictions.On August 26,2022,the Statement of Protocol wassigned by the PCAOB,the CSRC and the Ministry of Finance of the PRC governing inspections and investigations of auditfirms based in mainland China and Hong Kong.The PCAOB was required to assess whether it is able

299、to inspect and investigatecompletely registered public accounting firms headquartered in mainland China and Hong Kong by the end of 2022.OnDecember 15,2022,the PCAOB board announced that it has completed the inspections,determined that it had complete accessto inspect or investigate completely regis

300、tered public accounting firms headquartered in mainland China and Hong Kong,andvoted to vacate the Determination Report.Our auditor,WWC,the independent registered public accounting firm of the Company,is headquartered in San Mateo,California,with no branches or offices outside of the United States.W

301、WC is currently subject to PCAOB inspections on aregular basis.Therefore,we believe our auditor is not subject to the determinations as to the inability to inspect or investigateregistered firms completely announced by the PCAOB on December 16,2021.Notwithstanding the forgoing,in the event it islate

302、r determined that the PCAOB is unable to inspect or investigate completely the Companys auditor because of anyregulatory change or step taken by PRC regulators that does not permit our auditor to provide audit documentations located inmainland China or Hong Kong to the PCAOB for inspection or invest

303、igation,then such lack of inspection could cause tradingin the Companys securities to be prohibited under the HFCA Act ultimately result in a determination by a securities exchangeto delist the Companys securities.In addition,under the HFCA Act,our securities may be prohibited from trading on theNas

304、daq or other U.S.stock exchanges if our auditor is not inspected by the PCAOB for three consecutive years,which could bereduced to two consecutive years if the AHFCAA,passed by the U.S.Senate on June 22,2021,is signed into law,and thisultimately could result in our Ordinary Shares being delisted by

305、and exchange.See“Risk Factors Risks Related to DoingBusiness in China Recent joint statement by the SEC and the PCAOB,proposed rule changes submitted by Nasdaq,and anact passed by the US Senate all call for additional and more stringent criteria to be applied to emerging market companiesupon assessi

306、ng the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.Thesedevelopments could add uncertainties to our offering,”on pages 41 and 42 of this prospectus.Implications of Being an“Emerging Growth Company”As a company with less than$1.235 billion in rev

307、enue during our last fiscal year,UEOPLE qualifies as an“emerginggrowth company”as defined in the Jumpstart Our Business Startups Act of 2012(the“JOBS Act”).An“emerging growthcompany”may take advantage of reduced reporting requirements that are otherwise generally applicable to public companies.In pa

308、rticular,as an emerging growth company,UEOPLE:may present only two years of audited financial statements and only two years of related ManagementsDiscussion and Analysis of Financial Condition and Results of Operations(“MD&A”);is not required to provide a detailed narrative disclosure discussing UEO

309、PLEs compensation principles,objectives and elements and analyzing how those elements fit with UEOPLEs principles and objectives,which iscommonly referred to as“compensation discussion and analysis”;11 is not required to obtain an attestation and report from UEOPLEs independent registered accounting

310、 firm on itsmanagements assessment of UEOPLEs internal control over financial reporting pursuant to the Sarbanes-OxleyAct of 2002;is not required to obtain a non-binding advisory vote from UEOPLEs shareholders on executive compensation orgolden parachute arrangements(commonly referred to as the“say-

311、on-pay,”“say-on frequency”and“say-on-golden-parachute”votes);is exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph andCEO pay ratio disclosure;is eligible to claim longer phase-in periods for the adoption of new or revised financial accounting stan

312、dardsunder 107 of the JOBS Act;and will not be required to conduct an evaluation of our internal control over financial reporting for two years.UEOPLE intends to take advantage of all of these reduced reporting requirements and exemptions,including thelonger phase-in periods for the adoption of new

313、or revised financial accounting standards under 107 of the JOBS Act.UEOPLEs election to use the phase-in periods may make it difficult to compare its financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under 1

314、07 ofthe JOBS Act.Under the JOBS Act,UEOPLE may take advantage of the above-described reduced reporting requirements andexemptions for up to five years after UEOPLEs initial sale of common equity pursuant to a registration statement declaredeffective under the Securities Act of 1933,as amended,herei

315、n referred to as the Securities Act,or such earlier time that weno longer meet the definition of an emerging growth company.UEOPLE will remain an emerging growth company until the earliest of:(i)the last day of the first fiscal year in whichits annual gross revenue exceeds$1.235 billion;(ii)the last

316、 day of the fiscal year during which the fifth anniversary of the dateof this offering occurs;(iii)the date that UEOPLE becomes a“large accelerated filer”as defined in Rule 12b-2 under theSecurities Exchange Act of 1934,as amended,herein referred to as the Exchange Act,which would occur if the marke

317、t value ofUEOPLEs Ordinary Shares that are held by non-affiliates exceeds$700 million as of the last business day of UEOPLEs mostrecently completed second fiscal quarter;or(iv)the date on which UEOPLE has issued more than$1.00 billion in non-convertible debt securities during any three-year period.U

318、pon completion of this offering,UEOPLE will report under the Exchange Act as a non-U.S.company with foreignprivate issuer status.Even after UEOPLE no longer qualifies as an emerging growth company,as long as UEOPLE qualifies asa foreign private issuer under the Exchange Act it will be exempt from ce

319、rtain provisions of the Exchange Act that areapplicable to U.S.domestic public companies,including:the sections of the Exchange Act regulating the solicitation of proxies,consents or authorizations in respect of asecurity registered under the Exchange Act;the sections of the Exchange Act requiring i

320、nsiders to file public reports of their stock ownership and tradingactivities and liability for insiders who profit from trades made in a short period of time;and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containingunaudited financial and ot

321、her specific information,or current reports on Form 8-K,upon the occurrence ofspecified significant events.12 Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executivecompensation disclosure rules.Thus,even if UEOPLE no longer qualifies as an em

322、erging growth company,but remain aforeign private issuer,UEOPLE will continue to be exempt from the more stringent compensation disclosures required ofcompanies that are neither an emerging growth company nor a foreign private issuer.Implications of Being a Controlled Company Prior to the completion

323、 of this Offering,and as long as UEOPLEs officers and directors,either individually or in theaggregate,own at least 50%of the voting power of our Company,we are a“controlled company”as defined under NasdaqMarketplace Rules.For so as UEOPLE is a controlled company under that definition,UEOPLE is perm

324、itted to elect to rely,and may rely,on certain exemptions from corporate governance rules,including:an exemption from the rule that a majority of UEOPLEs board of directors must be independent directors;an exemption from the rule that the compensation of UEOPLE chief executive officer must be determ

325、ined orrecommended solely by independent directors;and an exemption from the rule that UEOPLEs director nominees must be selected or recommended solely byindependent directors.As a result,you will not have the same protection afforded to shareholders of companies that are subject to thesecorporate g

326、overnance requirements.Although UEOPLE does not intend to rely on the“controlled company”exemption under the Nasdaq listing rules forat least one year after the initial public offering,UEOPLE may elect to rely on this exemption in the future.If UEOPLE electsto rely on the“controlled company”exemptio

327、n,a majority of the members of its board of directors might not be independentdirectors and its nominating and corporate governance and compensation committees might not consist entirely of independentdirectors.See“Risk Factor As a“controlled company”under the rules of the Nasdaq Capital Market,UEOP

328、LE may chooseto exempt it from certain corporate governance requirements that could have an adverse effect on its public shareholders.”onpage 20 of this prospectus.Implications of Being a Foreign Private Issuer UEOPLE is incorporated in the Cayman Islands and more than 50%of its outstanding voting s

329、ecurities are not directlyor indirectly held by residents of the United States.Therefore,UEOPLE is a“foreign private issuer,”as defined in Rule 405under the Securities Act and Rule 3b-4(c)under the Exchange Act.As a result,UEOPLE is not subject to the samerequirements as U.S.domestic issuers.Under t

330、he Exchange Act,UEOPLE will be subject to reporting obligations that,to someextent,are more lenient and less frequent than those of U.S.domestic reporting companies.For example:UEOPLE is not required to provide as many Exchange Act reports or provide periodic and current reports asfrequently,as a do

331、mestic public company;for interim reporting,UEOPLE is permitted to comply solely with UEOPLEs home country requirements,whichare less rigorous than the rules that apply to domestic public companies;UEOPLE is not required to provide the same level of disclosure on certain issues,such as executivecomp

332、ensation;UEOPLE is exempt from provisions of Regulation FD aimed at preventing issuers from making selectivedisclosures of material information;UEOPLE is not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents or authorizations in respect of a sec

333、urity registered under the Exchange Act;and UEOPLE is not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports oftheir share ownership and trading activities and establishing insider liability for profits realized from any“short-swing”trading transaction.13 THE OFFERING Ordinary Shares offered by UEOPLE 1,250,000 Ordinary Shares(or 1,437,500 Ordinary Sha