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1、F-1 1 ea0210394-f1_huachenai.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on August 14,2024.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Huachen AI Parking M

2、anagement Technology Holding Co.,Ltd(Exact name of registrant as specified in its charter)Not Applicable(Translation of Registrants Name into English)Cayman Islands 3990 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)

3、(I.R.S.EmployerIdentification Number)No.1018 Haihe Road,Dushangang TownPinghu City,JiaxingZhejiang Province,China 314205+86 68368658(Address,including zip code,and telephone number,including area code,of principal executive offices)Cogency Global Inc.122 East 42nd Street,8th FloorNew York,New York 1

4、0168800-221-0102(Name,address,including zip code,and telephonenumber,including area code,of agent for service)Copies to:William S.Rosenstadt,Esq.Shane Wu,Esq.Mengyi“Jason”Ye,Esq.Ross David Carmel,Esq.Yuning“Grace”Bai,Esq.Sichenzia Ross Ference Carmel LLPOrtoli Rosenstadt LLP 1185 Avenue of the Ameri

5、cas366 Madison Avenue,3rd Floor 31st Floor,New York,NY 10036New York,NY 10017 Tel:+1(212)930-9700Tel:+1(212)588-0022 Approximate date of commencement of proposed sale to public:As soon as practicable after the effective date of this RegistrationStatement.If any securities being registered on this Fo

6、rm are to be offered on a delayed or continuous basis pursuant to Rule 415 under the SecuritiesAct,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the followingbox and list the Securities Act regist

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

8、istration 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 box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.Indicate b

9、y check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if theregistrant has elected not to u

10、se the extended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to itsAccou

11、nting Standards Codification after April 5,2012.The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective dateuntil the registrant shall file a further amendment which specifically states that this registration statement shall thereafte

12、r becomeeffective in accordance with Section 8(a)of the Securities Act of 1933 or until the registration statement shall become effective on such dateas the Commission,acting pursuant to said Section 8(a),may determine.The information in this prospectus is not complete and may be changed.We will not

13、 sell these securities until the registration statement filed withthe U.S.Securities and Exchange Commission is effective.This prospectus is not an offer to sell these securities and it is not soliciting an offer tobuy these securities in any state where the offer or sale is not permitted.PRELIMINAR

14、Y PROSPECTUS SUBJECT TO COMPLETION,DATED AUGUST 14,2024 Huachen AI Parking Management Technology Holding Co.,Ltd 5,000,000 Ordinary Shares This is the initial public offering of the ordinary shares,par value$0.00000125(the“Ordinary Shares”)of Huachen AI ParkingManagement Technology Holding Co.,Ltd(t

15、his“Offering”).Prior to this Offering,there has been no public market for our Ordinary Shares.Weexpect the offering price to be between$4.00 and$6.00 per Ordinary Share.We plan to apply to list our Ordinary Shares on the Nasdaq GlobalMarket(“Nasdaq”)under the symbol“HCAI.”This offering is conditione

16、d upon the approval of listing of Nasdaq,and if it is not approved byNasdaq,we will not proceed with this offering.There is no guarantee or assurance that our Ordinary Shares will be approved for listing on Nasdaq.Throughout this prospectus,unless the context indicates otherwise,any references to“we

17、,”“us,”“our,”“Huachen Cayman,”“ourCompany,”and the“Company”are to Huachen AI Parking Management Technology Holding Co.,Ltd,a Cayman Islands exempted company,andwhen describing Huachen Caymans consolidated financial information for the fiscal years ended December 31,2023 and 2022,also includeHuachen

18、Caymans subsidiaries.References to“PRC subsidiaries”are to Huachen Caymans subsidiaries established under the laws of thePeoples Republic of China(the“PRC”),including Hua Chen WOFE,indirectly wholly owned by the Huachen Cayman,Zhejiang Hua Chen Tech,indirectly 90.02%owned by Huachen Cayman,and Shang

19、hai TD Parking,Shanghai TD Parking,Shanghai Yufeng,Shanghai TP Parking,andShanghai TD Installation,each indirectly 74.63%owned by Huachen Cayman.References to the“Operating Subsidiaries”are to Zhejiang HuaChen Tech,Shanghai TD Manufacturing,Shanghai TD Parking,Shanghai TD Parking,Shanghai Yufeng,Sha

20、nghai TP Parking,and Shanghai TDInstallation.Unless otherwise indicated,all share amounts and per share amounts in this prospectus have been presented giving effect to a forwardsplit of our Ordinary Shares at a ratio of 1-for-800,and the cancellation of certain authorized but unissued Ordinary Share

21、s and diminution of theCompanys authorized share capital to$250 divided into 200,000,000 shares of a par value of$0.00000125,approved by our shareholders onAugust 12,2024 and a surrender of 10,000,000 Ordinary Shares,approved by our board of directors on August 12,2024.Investors are cautioned that y

22、ou are buying shares of a Cayman Islands holding company with operations in the PRC by itsoperating subsidiary.Huachen Cayman is a Cayman Islands holding company and does not conduct any operations of its own.The Operating Subsidiariesconduct operations in China.Huachen Cayman controls its subsidiar

23、ies through equity ownership and does not use a variable interest structure.Due to our corporate structure as a Cayman Islands holding company with operations conducted by the Operating Subsidiaries,there are uniquerisks to investors.Furthermore,Chinese regulatory authorities could change the rules

24、and regulations regarding foreign ownership in the industryin which we operate,which would likely result in a material change in our operations or a material decrease in or elimination of the value of ourOrdinary Shares.Investors should be aware that they will not directly hold equity interests in o

25、ur PRC Subsidiaries,but rather only in HuachenCayman,the holding company.See“Risk Factors Risks Related to Doing Business in China The Chinese government exerts substantialinfluence over the manner in which we must conduct our business activities,which could result in a material change in our operat

26、ions and/or thevalue of our Ordinary Shares.The Chinese government may intervene or influence our operations at any time,which could result in a materialchange in our operations and the value of our Ordinary Shares.”Investing in our Ordinary Shares involves a high degree of risk.Before buying any Or

27、dinary Shares,you should carefully read thediscussion of material risks of investing in our ordinary shares in“Risk Factors”beginning on page 17 of this prospectus.In particular,as all of the operations are conducted through the Operating Subsidiaries,we are subject to certain legal and operational

28、risksassociated with the operations in China,including those changes in the applicable laws/regulations and economic policies for the OperatingSubsidiaries,the relations between China and the United States,or Chinese or United States regulations may materially and adversely affect thebusiness,financ

29、ial condition and results of operations.PRC laws and regulations governing the current business operations are sometimes vagueand uncertain.Therefore,these risks could result in a material change in the operations and/or the value of our Ordinary Shares or could limit ourability to offer or continue

30、 to offer securities to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.TheChina regulatory authority may legally restricted or influence the operations at any time,which could result in a material change in the operations.Recently,the China regulatory a

31、uthority initiated a series of regulatory actions and statements to regulate business operations in China with littleadvance notice,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companies listedoverseas using variable interest entity st

32、ructure,adopting new measures to extend the scope of cybersecurity reviews,and expanding the efforts inanti-monopoly enforcement.See“Risk Factors Risks Related to Doing Business in China The Chinese government exerts substantialinfluence over the manner in which we must conduct our business activiti

33、es,which could result in a material change in our operations and/or thevalue of our Ordinary Shares.The Chinese government may intervene or influence our operations at any time,which could result in a materialchange in our operations and the value of our Ordinary Shares,”and“Risk Factors Risks Relat

34、ed to Doing Business in China Changes in thepolicies,regulations,rules,and the enforcement of laws of the PRC government may also be implemented quickly with little advance notice.Therefore,our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.”As co

35、nfirmed by our PRC counsel,Ganus Law Firm,neither Huachen Cayman nor any of its subsidiaries will be subject to cybersecurityreview with the Cyberspace Administration of China,or the CAC,after the Cybersecurity Review Measures became effective on February 15,2022,since the Operating Subsidiaries cur

36、rently do not have over one million users personal information and do not anticipate that the OperatingSubsidiaries will be collecting over one million users personal information in the foreseeable future,which we understand might otherwise subjectthe Operating Subsidiaries to the Cybersecurity Revi

37、ew Measures;the Operating Subsidiaries are also not subject to network data security reviewby the CAC if the Draft Regulations on the Network Data Security Administration are enacted as proposed,since the Operating Subsidiariescurrently do not have over one million users personal information and do

38、not collect data that affects or may affect national security and we do notanticipate that the Operating Subsidiaries will be collecting over one million users personal information or data that affects or may affect nationalsecurity in the foreseeable future,which we understand might otherwise subje

39、ct the Operating Subsidiaries to the Security Administration Draft.See“Risk Factors Risks Related to Doing Business in China We are required to complete the record filing requirement with PRC authoritiesto list on overseas stock exchanges and may not be able to complete the record filing because the

40、 filing materials are incomplete or do not meet therequirements of the CSRC.”On February 17,2023,the China Securities Regulatory Commission,or the CSRC,released the Trial Administrative Measures ofOverseas Securities Offering and Listing by Domestic Companies,or the Trial Measures,and five supportin

41、g guidelines,which came into effect onMarch 31,2023.Pursuant to the Trial Measures,domestic companies that seek to offer or list securities overseas,both directly and indirectly,should fulfill the filing procedure to the CSRC.On the same day,the CSRC held a press conference for the release of the Tr

42、ial Measures and issuedthe Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies.We are required to make filings with the CSRC and should complete the filing before our listing on the Nasdaq.According to Article 16 ofthe Trial Measures,an issuer conducting ov

43、erseas initial public offering or listing shall complete record filing with the CSRC within three workingdays after the application documents for offering and listing are submitted overseas.On February 5,2024,we received approval from the CSRCregarding our completion of the required filing procedure

44、s for this offering.However,if we cannot complete this offering within 12 months afterreceiving this approval,we are required to update the CSRS filing materials.In addition,if we do not maintain the approvals,or applicable laws,regulations,or interpretations change such that we are required to obta

45、in other permission and approval in the future,we may be subject toinvestigations by competent regulators,fines or penalties,ordered to suspend the relevant operations and rectify any non-compliance,prohibitedfrom engaging in relevant business or conducting any offering,and these risks could result

46、in a material adverse change in the operations,limit ourability to offer or continue to offer securities to investors,or cause such securities to significantly decline in value or become worthless.For adescription of relevant PRC-related risks to this offering,see“Risk Factors Risks Related to Doing

47、 Business in China We are required tocomplete the record filing requirement with PRC authorities to list on overseas stock exchanges and may not be able to complete the record filingbecause the filing materials are incomplete or do not meet the requirements of the CSRC.”On February 24,2023,the CSRC,

48、together with the Ministry of Finance,National Administration of State Secrets Protection and NationalArchives Administration of China,revised the Provisions on Strengthening Confidentiality and Archives Administration for Overseas SecuritiesOffering and Listing,which were issued by the CSRC and Nat

49、ional Administration of State Secrets Protection and National ArchivesAdministration of China in 2009,or the“Provisions.”The revised Provisions were issued under the title the“Provisions on StrengtheningConfidentiality and Archives Administration of Overseas Securities Offering and Listing by Domest

50、ic Companies,”and came into effect on March31,2023 together with the Trial Measures.One of the major revisions to the revised Provisions is expanding their application to cover indirectoverseas offering and listing,as is consistent with the Trial Measures.The revised Provisions require that,among ot

51、her things,(a)a domesticcompany that plans to,either directly or indirectly through its overseas listed entity,publicly disclose or provide to relevant individuals or entities,including securities companies,securities service providers,and overseas regulators,any documents and materials that contain

52、 state secrets orworking secrets of government agencies,shall first obtain approval from competent authorities according to law,and file with the secrecyadministrative department at the same level;and(b)a domestic company that plans to,either directly or indirectly through its overseas listed entity

53、,publicly disclose or provide to relevant individuals and entities,including securities companies,securities service providers,and overseasregulators,any other documents and materials that,if leaked,will be detrimental to national security or public interest,shall strictly fulfill relevantprocedures

54、 stipulated by applicable national regulations.On or after March 31,2023,any failure or perceived failure by our Company and oursubsidiaries,to comply with the above confidentiality and archives administration requirements under the revised Provisions and other PRC lawsand regulations may result in

55、the relevant entities being held legally liable by competent authorities and referred to the judicial organ to beinvestigated for criminal liability if suspected of committing a crime.The Standing Committee of the National Peoples Congress,or the SCNPC,or other PRC regulatory authorities may in the

56、futurepromulgate laws,regulations or implementing rules that requires our Company or any of our subsidiaries to obtain other regulatory approval fromChinese authorities before listing in the U.S.In other words,except for the filing procedures with the CSRC and reporting of relevant informationaccord

57、ing to the Overseas Listing Trial Measures,although we believe the Company and its subsidiaries are currently not required to obtain anyother permission from any of the PRC central or local government and has not received any denial to list on the U.S.exchange,the operationscould be adversely affect

58、ed,directly or indirectly;our ability to offer,or continue to offer,securities to investors would be potentially hindered andthe value of our securities might significantly decline or be worthless,by existing or future laws and regulations relating to its business or industryor by intervene or inter

59、ruption by Chinese regulatory authorities,if our Company or any of our subsidiaries(i)do not receive or maintain suchpermissions or approvals,(ii)inadvertently conclude that such permissions or approvals are not required,(iii)applicable laws,regulations,orinterpretations change and we are required t

60、o obtain such permissions or approvals in the future,or(iv)any intervention or interruption by theChina regulatory authority with little advance notice.See“Risk Factors Risks Related to Doing Business in China”beginning on page 18 of thisprospectus for a discussion of these legal and operational ris

61、ks and information that should be considered before making a decision to purchase ourOrdinary Shares.In addition,since 2021,the Chinese regulatory authority has strengthened its anti-monopoly supervision,mainly in three aspects:(1)establishing the National Anti-Monopoly Bureau;(2)revising and promul

62、gating 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 various industries,and thedetailed Rules for the Implementation of the Fair Competition Review System;and(3)expanding the anti-

63、monopoly law enforcement targetingInternet companies and large enterprises.As of the date of this prospectus,the Chinese regulatory authoritys recent statements and regulatoryactions related to anti-monopoly concerns have not impacted the ability to conduct business,accept foreign investments,or lis

64、t on a U.S.or otherforeign exchange because neither the Company nor its PRC subsidiaries engage in monopolistic behaviors that are subject to these statements orregulatory actions.Pursuant to the Holding Foreign Companies Accountable Act,or the HFCAA,if the Public Company Accounting Oversight Board,

65、or thePCAOB,is unable to inspect an issuers auditors for three consecutive years,the issuers securities are prohibited to trade on a U.S.stockexchange.The PCAOB issued a Determination Report on December 16,2021 which found that the PCAOB is unable to inspect or investigatecompletely registered publi

66、c accounting firms headquartered in:(1)mainland China of the PRC because of a position taken by one or moreauthorities in mainland China;and(2)Hong Kong,a Special Administrative Region and dependency of the PRC,because of a position taken byone or more authorities in Hong Kong.Furthermore,the PCAOBs

67、 report identified the specific registered public accounting firms which aresubject to these determinations.On June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act,and onDecember 29,2022,legislation entitled“Consolidated Appropriations Act,2023”(the“Consolida

68、ted Appropriations Act”)was signed into law byPresident Biden,which contained,among other things,an identical provision to the Accelerating Holding Foreign Companies Accountable Act andamended the HFCAA by requiring the SEC to prohibit an issuers securities from trading on any U.S stock exchanges if

69、 its auditor is not subject toPCAOB inspections for two consecutive years instead of three,thus reducing the time period for triggering the prohibition on trading.On August26,2022,the PCAOB announced that it had signed a Statement of Protocol(the“SOP”)with the CSRC and the Ministry of Finance of Chi

70、na.TheSOP,together with two protocol agreements governing inspections and investigations(together,the“SOP Agreement”),establishes a specific,accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and HongKong,as required und

71、er U.S.law.On December 15,2022,the PCAOB announced that it was able to secure complete access to inspect andinvestigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong completely in 2022.The PCAOB Boardvacated its previous 2021 determinations that the PCAOB was

72、 unable to inspect or investigate completely registered public accounting firmsheadquartered in mainland China and Hong Kong.However,whether the PCAOB will continue to be able to satisfactorily conduct inspections ofPCAOB-registered public accounting firms headquartered in mainland China and Hong Ko

73、ng is subject to uncertainties and depends on a numberof factors out of our and our auditors control.As of the date of the prospectus,Audit Alliance LLP(“Audit Alliance”),our auditor,is not subject to the determinations as to the inabilityto inspect or investigate completely as announced by the PCAO

74、B on December 16,2021.Audit Alliance,headquartered in Singapore,is anindependent registered public accounting firm that issues the audit report included in this prospectus.As an auditor of publicly traded companies inthe United States and a firm registered with the PCAOB,Audit Alliance is subject to

75、 U.S.laws under which the PCAOB conducts regularinspections to assess compliance with applicable professional standards.The most recent inspection was conducted in December 2023.See“RiskFactors Risks Related to Doing Business in China The recent joint statement by the SEC and PCAOB,Nasdaqs proposed

76、rule changes andthe HFCAA all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of theirauditors,especially the non-U.S.auditors who are not inspected by the PCAOB.”Our management monitors the cash position of each entity with

77、in our organization regularly and prepare budgets on a monthly basis toensure each entity has the necessary funds to fulfill its obligation for the foreseeable future and to ensure adequate liquidity.In the event that thereis a need for cash or a potential liquidity issue,it will be reported to our

78、Chief Financial Officer and subject to approval by our board of directors,we will enter into an intercompany loan for the subsidiary in accordance with the applicable PRC laws and regulations.However,the funds orassets may not be available to fund operations or for other use outside of the PRC or Ho

79、ng Kong due to the currency management policy whichimpose of limitations on the ability of us or our subsidiaries by the China regulatory authority to transfer cash or assets.See“Risk Factors RisksRelated to Doing Business in China Huachen Cayman is a holding company and will rely on dividends paid

80、by the subsidiaries for its cashneeds.Any limitation on the ability of the subsidiaries to make dividend payments to Huachen Cayman,or any tax implications of making dividendpayments to Huachen Cayman,could limit its ability to pay its expenses or pay dividends to holders of our Ordinary Shares.”Und

81、er existing PRC foreign exchange regulations,payment of current account items,such as profit distributions and trade and service-related foreign exchange transactions,can be made in foreign currencies without prior approval from the State Administration of ForeignExchange,or the SAFE,by complying wi

82、th certain procedural requirements.Therefore,our PRC subsidiaries are able to pay dividends in foreigncurrencies to us without prior approval from SAFE,subject to the condition that the remittance of such dividends outside of the PRC complies withcertain procedures under PRC foreign exchange regulat

83、ions,such as the overseas investment registrations by our shareholders or the ultimateshareholders of our corporate shareholders who are PRC residents.Approval from,or registration with,appropriate government authorities is,however,required where the RMB is to be converted into foreign currency and

84、remitted out of China to pay capital expenses such as the repaymentof loans denominated in foreign currencies.The China regulatory authority may also at its discretion restrict access in the future to foreigncurrencies for current account transactions.Current PRC regulations permit our PRC subsidiar

85、ies to pay dividends to the Company only out oftheir accumulated profits,if any,determined in accordance with Chinese accounting standards and regulations.As of the date of this prospectus,there are no restrictions or limitations imposed by the Hong Kong government on the transfer of capital within,

86、into and out of Hong Kong(including funds from Hong Kong to the PRC),except for transfer of funds involving money laundering and criminal activities.Cayman Islandslaw prescribes that a company may only pay dividends out of its profits or share premium,and that a company may only pay dividends if,imm

87、ediately following the date on which the dividend is paid,the company remains able to pay its debts as they fall due in the ordinary course ofbusiness.Other than that,there is no restrictions on Huachen Caymans ability to pay dividends to its shareholders.See“Prospectus Summary Transfers of Cash to

88、and from Our Subsidiaries,”“Prospectus Summary Summary of Risk Factors,”and“Risk Factors Risks Related to OurCorporate Structure Huachen Cayman is a holding company and will rely on dividends paid by the subsidiaries for its cash needs.Anylimitation on the ability of the subsidiaries to make dividen

89、d payments to Huachen Cayman,or any tax implications of making dividend paymentsto Huachen Cayman,could limit its ability to pay its expenses or pay dividends to holders of our Ordinary Shares.”As a holding company,Huachen Cayman may rely on dividends and other distributions on equity paid by the su

90、bsidiaries,including thosebased in the PRC,for the cash and financing requirements.If any of the PRC subsidiaries incurs debt on its own behalf in the future,theinstruments governing such debt may restrict their ability to pay dividends to Huachen Cayman.Huachen Cayman is permitted under the laws of

91、the Cayman Islands to provide funding to our subsidiaries incorporated in Hong Kong through loans or capital contributions without restrictions onthe amount of the funds.The subsidiaries are permitted under the respective laws of Hong Kong to provide funding to Huachen Cayman throughdividend distrib

92、ution without restrictions on the amount of the funds.There are no restrictions on dividend transfers from Hong Kong to theCayman Islands.Current PRC regulations permit Hua Chen WFOE to pay dividends to the Company only out of its accumulated profits,if any,determined in accordance with Chinese acco

93、unting standards and regulations.The transfer of funds among companies is subject to the Provisionsof the Supreme Peoples Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases(2020 Revision,the“Provisions on Private Lending Cases”),which was implemented on A

94、ugust 20,2020 to regulate the financing activities between natural persons,legal persons and unincorporated organizations.As advised by our PRC counsel,Ganus Law Firm,the Provisions on Private Lending Cases doesnot prohibit using cash generated from one subsidiary to fund another subsidiarys operati

95、ons.We have not been notified of any other restrictionwhich could limit our PRC subsidiaries ability to transfer cash between PRC subsidiaries.As of the date of this prospectus,neither HuachenCayman nor any of its subsidiaries have made transfers,dividends,or distributions to investors and no invest

96、ors have made transfers,dividends,ordistributions to the Company or its subsidiaries.As of the date of this prospectus,no dividends,distributions or transfers have been made byHuachen Cayman to its shareholders.We do not expect to pay any cash dividends in the foreseeable future.Also,as of the date

97、of this prospectus,no cash generated from one subsidiary is used to fund another subsidiarys operations and we do not anticipate any difficulties or limitations on ourability to transfer cash between subsidiaries.See“Prospectus Summary Transfers of Cash to and from Our Subsidiaries,”on page 13,and“C

98、onsolidated Financial Statements”starting from page F-1.Huachen Cayman is an“emerging growth company”as defined under the federal securities laws and will be subject to reduced publiccompany reporting requirements.See“Risk Factors”and“Prospectus Summary Implications of Being an Emerging Growth Compa

99、ny”on pages17 and 12,respectively.Huachen Cayman is a“foreign private issuer”as defined under the U.S.federal securities laws and,as such,may elect to comply withcertain reduced public company reporting requirements for this and future filings.See“Risk Factors”and“Prospectus Summary Implications ofB

100、eing a Foreign Private Issuer.”on pages 17 and 12,respectively.Huachen Cayman is,and will continue to be,a“controlled company”within the meaning of the Nasdaq Stock Market Rules,due to thefact Mr.Bin Lu,the Chairman of our Board of Directors and our Chief Executive Officer,owns Ordinary Shares repre

101、senting 63.17%and 54.15%of the total voting power of our issued and outstanding Ordinary Shares as of the date of this prospectus and immediately after the completion ofthis offering,assuming no exercise of the over-allotment option.In addition,as a“controlled company,”as defined under the Nasdaq St

102、ock MarketRules,Huachen Cayman is permitted to elect to rely on certain exemptions from corporate governance rules.Huachen Cayman does not plan torely on these exemptions but may elect to do so after completing this offering.For a more detailed discussion of the risk of the Company being acontrolled

103、 company,see“Risk Factors Risks Related to Our Public Offering and Ownership of Our Ordinary Shares As a“controlledcompany”under the rules of the Nasdaq Global Market,we may choose to exempt our Company from certain corporate governance requirementsthat could have an adverse effect on our public sha

104、reholders.”on page 41,“Prospectus Summary Implication of Being a Controlled Company.”on pages 13,and“Management Controlled Company”on page 104 of this prospectus,respectively.Per Share TotalWithoutOver-AllotmentOption Total WithOver-AllotmentOption Initial public offering price(1)$5.00$25,000,000$28

105、,750,000 Underwriting Discounts(2)$0.375$1,875,000$23,125,000 Proceeds to us before expenses$4.625$2,156,250$26,593,750 (1)We have agreed to pay EF Hutton LLC(“EF Hutton”,or the“Representative”),the representative on behalf of the underwriters,anunderwriting discount of(i)four and one half(4.5%)of t

106、he gross proceeds of the offering raised from investors that are introduced by theCompany,and(ii)seven and one half(7.5%)of the gross proceeds of the offering raised from investors that are introduced directly orindirectly by the Representative(collectively,the“Underwriting Discounts”).We have assum

107、ed that all gross proceeds are raised frominvestors that are introduced directly or indirectly by the Representative.We have agreed to grant the underwriters a 45-day option to purchaseup to fifteen percent(15%)of the aggregate number of Ordinary Shares sold in the offering.See“Underwriting”starting

108、 on page 127 of thisprospectus for more information regarding our arrangements with the underwriters.(2)Initial public offering price per share is assumed as$5 per share,which is the midpoint of the range set forth on the cover page of thisprospectus.The underwriters expect to deliver the Ordinary S

109、hares against payment in U.S.dollars in New York,New York on or about ,2024.Neither the U.S.Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete.Any representation to the contrar

110、y is a criminal offense.EF HUTTON LLC Prospectus dated ,2024 TABLE OF CONTENTS Prospectus Summary 1Risk Factors 17Special Note Regarding Forward-Looking Statements 46Use of Proceeds 46Dividend Policy 46Capitalization 47Dilution 48Managements Discussion and Analysis of Financial Condition and Results

111、 of Operations 49Industry 62Business 65Regulations 95Management 101Executive Compensation 105Related Party Transactions 107Principal Shareholders 109Description of Ordinary Shares 110Shares Eligible for Future Sale 117Material Tax Consequences Applicable to U.S.Holders of Our Ordinary Shares 118Enfo

112、rceability of Civil Liabilities 125Underwriting 127Expenses Relating to This Offering 134Legal Matters 134Experts 134Where You Can Find Additional Information 134Consolidated Financial Statements F-1 Neither we nor the underwriter has authorized anyone to provide any information or to make any repre

113、sentations other than thosecontained in this prospectus or in any free writing prospectuses we have prepared.We take no responsibility for and can provide no assurance as tothe reliability of,any other information that others may give you.We are offering to sell and seeking offers to buy shares of o

114、ur Ordinary Sharesonly in jurisdictions where offers and sales are permitted.The information in this prospectus is accurate only as of the date of this prospectus,regardless of the time of delivery of this prospectus or any sale of our Ordinary Shares.The business,financial condition,results of oper

115、ations,andprospects may have changed since that date.i PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in this prospectus.This summary is not complete and doesnot contain all of the information you should consider in making your investment decision.You sh

116、ould read the entire prospectus carefullybefore making an investment in our Ordinary Shares.You should carefully consider,among other things,our consolidated financial statementsand the related notes and the sections entitled“Risk Factors”and“Managements Discussion and Analysis of Financial Conditio

117、n and Resultsof Operations”included elsewhere in this prospectus.Unless otherwise indicated,all share amounts and per share amounts in this prospectus have been presented giving effect to a forwardsplit of our Ordinary Shares at a ratio of 1-for-800 and the cancellation of certain authorized but uni

118、ssued Ordinary Shares and diminution ofthe Companys authorized share capital to$250 divided into 200,000,000 shares of a par value of$0.00000125,approved by our shareholderson August 12,2024,and a surrender of 10,000,000 Ordinary Shares,approved by our board of directors on August 12,2024.Prospectus

119、 Conventions Throughout this prospectus,unless the context indicates otherwise,references to“we,”“us,”“our,”“Huachen Cayman,”“ourCompany,”and the“Company”are to Huachen AI Parking Management Technology Holding Co.,Ltd,a Cayman Islands exempted company,and when describing Huachen Caymans consolidated

120、 financial information for the fiscal years ended December 31,2023 and 2022,alsoinclude Huachen Caymans subsidiaries.References to“PRC subsidiaries”are to Huachen Caymans subsidiaries established under the laws ofthe PRC.References to“Operating Subsidiaries”are to Zhejiang Hua Chen Tech,Shanghai TD

121、Manufacturing,Shanghai TD Parking,ShanghaiTD Parking,Shanghai Yufeng,Shanghai TP Parking,and Shanghai TD Installation Huachen HK refers to Hua Chen Intelligent Technology Co.Limited,an entity incorporated under the laws and regulations inHong Kong and a wholly-owned subsidiary of Huachen Cayman.“Hua

122、 Chen WFOE”refers to Huachen AI Technology(Zhejiang)Co.,Ltd.(华谌人工智能科技（浙江）有限公司),a limitedliability company organized under the laws of the PRC and a wholly-owned subsidiary of Hua Chen Intelligent Technology Co.Limited.“Ordinary Shares”refers to ordinary shares of Huachen Cayman with par value$0.0000

123、0125 per share.“RMB”refers to Renminbi,or the legal currency of the PRC.“Shanghai TD Manufacturing”refers to Shanghai Tiandidaochuan Parking Equipment Manufacturing Co.,Ltd.(上海天地岛川停车设备制造有限公司),a limited liability company organized under the laws of the PRC and a majority-owned subsidiary ofZhejiang H

124、uachen Technology Co.,Ltd(浙江华谌科技有限公司).“Shanghai TD Parking”refers to Shanghai Tiandiricheng Parking Lots Management Co.,Ltd.(上海天地日成停车场管理有限公司),a limited liability company organized under the laws of the PRC and a wholly-owned subsidiary of Shanghai TDManufacturing.“Shanghai Yufeng”refers to Shanghai

125、Yufeng Information Technology Co.,Ltd.(上海舆丰信息科技有限公司),a limited liabilitycompany organized under the laws of the PRC and a wholly-owned subsidiary of Shanghai TD Manufacturing.“Shanghai TP Parking”refers to Shanghai Tiandi Puji Parking Management Co.,Ltd.(上海天地浦机停车场管理有限公司),alimited liability company o

126、rganized under the laws of the PRC and a wholly-owned subsidiary of Shanghai TD Parking.“Shanghai TD Installation”refers to Shanghai Tiandidaochuan Parking Equipment Installation Co.,Ltd.(上海天地岛川停车设备安装有限公司),a limited liability company organized under the laws of the PRC and a wholly-owned subsidiary

127、of Shanghai TDParking.“U.S.dollars,”“$,”and“USD”refer to the legal currency of the United States.“WFOE”refers to a wholly foreign-owned enterprise.“Zhejiang Hua Chen Tech”refers to Zhejiang Huachen Technology Co.,Ltd.,a limited liability company organized under thelaws of the PRC and a majority-owne

128、d subsidiary of Hua Chen WFOE.“Zhejiang TD Parking”refers to Zhejiang Tiandidaochuan Parking Equipment Co.,Ltd.(浙江天地岛川停车设备有限公司),alimited liability company organized under the laws of the PRC and a wholly-owned subsidiary of Shanghai TD Manufacturing.1 Unless the context indicates otherwise,all infor

129、mation in this prospectus assumes no exercise by the Representative of its over-allotment option.HuaChen Cayman is a Cayman holding company.Our business is conducted by our Operating Subsidiaries,in China using RMB.Ourconsolidated financial statements are presented in U.S.dollars.In this prospectus,

130、we refer to assets,obligations,commitments,and liabilities inour consolidated financial statements in U.S.dollars.These dollar references are based on the exchange rate of RMB to U.S.dollars,determined as of a specific date or for a specific period.Changes in the exchange rate will affect the amount

131、 of our obligations and the value ofour assets in terms of U.S.dollars which may result in an increase or decrease in the amount of our obligations(expressed in dollars)and thevalue of our assets,including accounts receivable(expressed in dollars).This prospectus contains translations of certain RMB

132、 amounts intoU.S.dollar amounts at specified rates solely for the convenience of the reader.The following table outlines the currency exchange rates thatwere used in creating the consolidated financial statements in this report:For the Years Ended December 31,2023 2022 Year-end spot rate US$1=RMB 7.

133、0827 US$1=RMB 6.8972 Average rate US$1=RMB 7.0467 US$1=RMB 6.7290 We have relied on statistics provided by a variety of publicly available sources regarding Chinas expectations of growth.We did notdirectly or indirectly sponsor or participate in the publication of such materials,and these materials

134、are not incorporated in this prospectus otherthan to the extent specifically cited in this prospectus.We have sought to provide current information in this prospectus and believe that thestatistics provided in this prospectus remain up-to-date and reliable,and these materials are not incorporated in

135、 this prospectus other than to theextent specifically cited in this prospectus.Overview We are a comprehensive smart parking solutions and equipment structural parts provider and conduct all our operations through ourOperating Subsidiaries in China.The Operating Subsidiaries provide customized parki

136、ng solutions to optimize efficiency in limited parkingspaces,covering smart cubic parking garage design,cubic parking equipment manufacturing,sales,installation,and maintenance.To cater thecustomers different parking needs,the Operating Subsidiaries manufacture and offer various cubic parking garage

137、 products by employingvarious working principles,such as lifting and shifting,convenient lifting,vertical circulation,vertical lifting,plane moving,alley stacking,multi-layer cycle,horizontal cycle,and car lift.Additionally,we also offer design,repair and maintenance services to ensure the continued

138、functionality of our parking solutions.Customers for comprehensive parking solutions are government departments,hospitals,propertymanagement companies,real estate companies,institutions,residential communities,and other businesses with parking lots or garages.Withthe production qualification and mar

139、ket presence,the Operating Subsidiaries smart parking system addresses parking challenges in urban areasin China experiencing rapid development.The Operating Subsidiaries also offer equipment structural parts,including(i)product structural parts,(ii)garage structural parts,(iii)materials such as cus

140、tomized steel and load-bearing steel plates for cubic parking equipment,and(iv)railroad accessories.Customers ofequipment structural parts,including are industrial manufacturing companies,such as producers of mining haulers,industrial conveyors,railroad tracks,and other products.The Operating Subsid

141、iaries principal market is in China.For the years ended December 31,2023 and 2022,our revenues wereapproximately$34.28 million and$20.96 million,respectively.The following table sets forth the breakdown of total revenues by category ofactivity for the years ended December 31,2023 and 2022.Fiscal Yea

142、rs EndedDecember 31,2023%2022%Cubic parking garage$23.37%$80.92%Equipment structural parts$74.47%$15.97%Maintenance service$1.71%$3.08%Others 0.45%0.03%2 Corporate Structure We are a Cayman Islands exempted company limited by shares.The following diagram illustrates the corporate structure of theCom

143、pany as of the date of this prospectus and upon completion of this offering(assuming no exercise of the over-allotment option):Competitive Strength Integrated business model.The Operating Subsidiaries employ an integrated business model spanning design,manufacturing,installation,and maintenance,addr

144、essing varied customer needs.Backed by strong technical expertise,the Operating Subsidiariesmaintain high-quality standards via a robust quality control system.The cohesive approach,from engineering to maintenance,expands the industrial reach,boosting competitiveness,risk management,and growth prosp

145、ects in the steel structure productsector.Advanced technology.Being a high-tech enterprise,the experienced team continuously refines and develops essential productiontechnologies.The Operating Subsidiaries have created innovative products like“portable solar energy safety parking warningdevice”and“s

146、mart rotating parking equipment,”supported by 39 software copyrights and 26 utility patents,reflecting thecommitment to technical innovation.This culture drives high-quality product delivery and showcases the wealth of independentand proprietary technologies of the Operating Subsidiaries.3 Excellent

147、 quality.Since inception,the Operating Subsidiaries have followed the design regulations for mechanical parkingsystems outlined in GB/T 39980-2021,which was released by the State Administration for Market Regulation of the PRC(the“SAMR”)and China National Standardization Administration and establish

148、ed national requirements for the design,manufacture,and safety aspects of mechanical parking systems.Through continuous optimization and the integration of customer feedback,theOperating Subsidiaries have improved the product quality and design capabilities.The Operating Subsidiaries commitment toqu

149、ality has been recognized through certifications such as the“Production License of Special Equipment of the PRC,”“High-techEnterprise Certificate,”“Safety Management System Certificate,”and“Quality Management System Certificate.”Thesecertifications serve as tangible evidence of the Operating Subsidi

150、aries adherence to industry standards,commitment to safety,andrecognition as technologically advanced and quality-focused entities.We believe these accolades contribute to building trust,attracting business opportunities,and validating the Operating Subsidiaries positions as reputable players in the

151、 market.High customer loyalty.The customized nature of the products fosters strong relationships with the customers.The OperatingSubsidiaries design and tailor the products and processes to meet their needs precisely.As a result,the Operating Subsidiariesmaintain favorable and long-standing relation

152、ships with the customers,who exhibit a high level of loyalty toward the brand.Our Challenges Intense industry competition.The smart parking equipment industry is characterized by intense competition,driven by the rapidgrowth in demand for these solutions.Numerous small-scale enterprises,with limited

153、 core competitiveness and narrow productofferings,have entered the market,intensifying competition and price wars.The industry is further fragmented by the varyingproduction qualifications,product types,and quality standards among competitors.Capital investment pressure.The smart parking equipment i

154、ndustry requires high fixed costs and substantial capital investment.As the industry is still in its early stages of development,we are experiencing rapid growth and increasing demands for R&D andinnovation,necessitating additional funds.Currently,our sources of funds primarily consist of shareholde

155、rs investments and bankloans.Such limited financing channels may impede the development of our new products.As the smart parking market and thebusiness volume expand,the capital demand is growing.Relying solely on our existing financing channels is no longer sufficientto meet the capital requirement

156、s for our rapid expansion.Therefore,diversifying our sources of capital can help us gain a largermarket share.Technical research and development capabilities.While smart parking equipment manufacturing companies in China havemade significant technological progress,transitioning from traditional mech

157、anical garages to smart parking garages,they still lagbehind developed markets such as Europe and the United States in key technologies.As the smart cubic parking equipmentindustry is technology-intensive,the speed of technology development and the level of product upgrades directly impact thecompet

158、itiveness of the Operating Subsidiaries.Failing to maintain a leading edge in technology within the industry couldmaterially impair the competitive advantage and overall operational performance.Growth Strategies The objective of the Operating Subsidiaries is to strengthen and improve our market posi

159、tion in the PRC.The Operating Subsidiariesintend to achieve our objective by implementing business strategies in the following key aspects:Develop an Optimized Smart Parking and Maintenance Application.The Operating Subsidiaries plan to develop a cloud-based app for streamlined parking management an

160、d maintenance,offering competitive advantages through precise devicesupervision and swift maintenance response.The platform utilizes face recognition for efficient vehicle parking,minimizing carowners time and enabling advanced scheduling via the mobile app for smooth operations and increased effici

161、ency.The integratedapproach enhances both maintenance and parking processes.4 Optimize Smart Parking Solutions with New RGV and AGV Equipment.The Operating Subsidiaries focus on cutting-edgesmart parking equipment,highlighting the ultra-thin smart car carrier(RGV)and the automated guided vehicle(AGV

162、).TheRGVs remarkable 100mm height and 2.5-ton load capacity,accommodating various chassis dimensions,combined with itsexclusive IP rights and successful testing,set it apart.Our AGV,featuring Mecanum wheel drive and a 115mm chassis height,actsas an intelligent robot in parking systems,streamlining p

163、rocesses and reducing labor costs,making both AGV and RGV pivotal insmart parking solutions.New Energy Vehicle Charging Services.The widespread adoption of new energy vehicles across China has made new energyvehicle users a significant force in the automotive market.To address their needs,the Operat

164、ing Subsidiaries have invested indeveloping comprehensive new energy vehicle charging facilities,including innovative solar charging garages.By providingcomplete and reliable charging infrastructure,the Operating Subsidiaries have alleviated the concerns of new energy vehicleowners,ensuring their ch

165、arging needs are met efficiently and hassle-free.Impact of the COVID-19 Pandemic The COVID-19 pandemic has had a significant impact on the global economy since 2020,causing disruptions in supply chains,marketperformance,inflation,and recession.The parking industry,encompassing both equipment manufac

166、turing and management companies,has faced significant disruptions dueto the pandemic.The substantial delays in work schedules have hindered normal production,leading to a decline in order volumes forequipment manufacturers.With travel at a near standstill,parking revenue has plummeted,and some citie

167、s have implemented fee reductions,further exacerbating the impact on parking income.Despite reduced traffic levels,parking operations still require manpower,resulting in laborcosts remaining relatively stable despite declining revenue.This combination of factors has negatively impacted corporate pro

168、fits across theindustry.In 2021,we experienced financial losses.While the pandemic has presented significant challenges for the parking industry,it has also opened up new opportunities.Thepandemic has greatly changed people daily travel methods.Self-driving travel is expected to lead to a surge in p

169、rivate car ownership,furtheramplifying the existing parking deficit.This heightened demand for parking facilities will accelerate the growth in parking demand.Moreover,the pandemic has accelerated the need for industry-wide upgrades.Unattended parking has become an urgent necessity.Parking managemen

170、tcloud platforms have also become a focal point for monitoring the operation and maintenance of the parking lots and garages.This makes theproducts more competitive.Mainly due to the impact of the COVID-19 pandemic,the Operating Subsidiaries had no new cubic parking garage projects in 2022and needed

171、 sufficient funds to maintain their daily operation.By the second half of 2022,the negative impact of the COVID-19 pandemic waswaning.While the Company had no new projects in 2022,previously postponed projects were all accepted,and revenue was recognized in thesecond half of 2022.As a result,our rev

172、enue for the fiscal year 2022 increased by approximately 147.8%compared to the previous year and gota net profit of nearly$5.51 million.By 2023,the COVID-19 pandemic has had essentially no impact on the Company.However,we cannotassure you that our business will not be affected by an outbreak of COVI

173、D-19 in the future.In 2023,the Company increased its investment in fixed assets by$2.5 million to enhance our infrastructure and support long-termgrowth.Despite these efforts,we continue to face challenges in maintaining sufficient liquidity to fund daily operations.In 2023,the Companymade business

174、adjustments,and the revenue of structural steel components increased.Compared to 2022,the Companys revenue in 2023increased by 63.6%.The gross profit of structural steel components is lower than that of the cubic parking garage business.As a result,we got anet profit of nearly$2.02 million,a 63.6%de

175、crease from 2022.5 Summary of Risk Factors Investing in our Ordinary Shares involves a high degree of risk.Below is a summary of material factors that make an investment in ourOrdinary Shares speculative or risky.Importantly,this summary does not address all of the risks that we face.Please refer to

176、 the informationcontained in and incorporated by reference under the heading“Risk Factors”on page 17 of this prospectus.Risks Related to Our Corporate Structure Risks related to our corporate structure,beginning on page 17 of this prospectus,include but are not limited to the following:Huachen Cayma

177、n is a holding company and will rely on dividends paid by the subsidiaries for its cash needs.Any limitation onthe ability of the subsidiaries to make dividend payments to Huachen Cayman,or any tax implications of making dividendpayments to Huachen Cayman,could limit its ability to pay its expenses

178、or pay dividends to holders of our Ordinary Shares.Seepage 17.We are a Cayman Islands exempted company and all of our assets are located outside of the United States.In addition,a majorityof our current directors and officers are nationals and/or residents of countries other than the United States.A

179、ll or a substantialportion of the assets of these persons are located outside the United States.As a result,it may be difficult or impossible for you tobring an action against us or against these individuals in the United States in the event that you believe that your rights have beeninfringed under

180、 the U.S.federal securities laws or otherwise.See page 18.Risks Related to Doing Business in China Risks related to doing business in China,beginning on page 18 of this prospectus,include but are not limited to the following:The Chinese government exerts substantial influence over the manner in whic

181、h we must conduct our business activities,whichcould result in a material change in our operations and/or the value of our Ordinary Shares.The Chinese government mayintervene or influence our operations at any time,which could result in a material change in our operations and the value of ourOrdinar

182、y Shares.See page 18.Changes in the policies,regulations,rules,and the enforcement of laws of the PRC government may also be implemented quicklywith little advance notice.Therefore,our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannotbe certain.See page 19.Ther

183、e are uncertainties regarding the interpretation and enforcement of PRC laws,rules and regulations,along with the risk thatthe Chinese government may intervene or influence our operations at any time,or may exert more control over offeringsconducted overseas and/or foreign investment in China-based

184、issuers could result in a material change in our operations,financialperformance and/or the value of our Ordinary Shares or impair our ability to raise money.See page 19.To the extent cash or assets in the business are in the PRC or Hong Kong or a PRC or Hong Kong entity,the funds or assets maynot b

185、e available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition ofrestrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets.See page 21.Governmental control of currency conversion m

186、ay limit our ability to utilize our revenues effectively and affect the value of yourinvestment.See page 22.The recent joint statement by the SEC and PCAOB,Nasdaqs proposed rule changes and the HFCAA all call for additional andmore stringent criteria to be applied to emerging market companies upon a

187、ssessing the qualification of their auditors,especiallythe non-U.S.auditors who are not inspected by the PCAOB.See page 22.You may experience difficulties in effecting service of process,enforcing foreign judgments or bringing actions in China againstus or our management named in this prospectus bas

188、ed on foreign laws.See page 25.It may be difficult for overseas shareholders and/or regulators to conduct cross-border investigations in China.See page 26.6 Risks Related to the Business and Operations Risks related to the business and industry,beginning on page 33 of this prospectus,include but are

189、 not limited to the following:Changes in the availability,quality and cost of key raw materials and other necessary supplies or services could have a materialadverse effect on our business,financial condition and results of operations.See page 33.We face risks of any interruptions or delays in the s

190、upply of raw materials.See page 33.Any quality problems associated with our products may result in loss of customers and sales,and we may face product liabilityclaims if the problems are related to our products.See page 33.Our facilities and operations may require significant investment and upgrades

191、.See page 33.Our cubic parking equipment undergo annual inspections,and once these inspections are successfully completed,they are deemedsustainable for use without compulsory scrapping.However,certain component suppliers may fail to maintain their operations forsuch an extended duration.If our comp

192、onent suppliers fail to provide maintenance services after sale on a timely basis,ourreputation,revenue,and growth could be adversely affected.See page 34.It is essential to meet certain conditions for the parking lots or garages before we install the cubic parking equipment.Failure tofulfill such c

193、onditions could delay equipment installation and project finalization and adversely impact our business revenue.Seepage 34.The Operating Subsidiaries face intense competition in the domestic cubic parking garage manufacturing industry,if the OperatingSubsidiaries fail to compete effectively,the Oper

194、ating Subsidiaries may lose market share.The performance,prospects,and resultsof operations will be materially and negatively impacted.See page 34.Though the government has shown increased support for the parking industry,inadequate policy details,supervision,and industryaccess thresholds may result

195、 in disorderly management,potential market disruption,and reduced industry profitability due toincreased entry of small-scale and non-standardized companies.See page 35.Higher parking fees in automated cubic parking garages due to construction and maintenance costs,elevated vacancy rates,andlenient

196、penalties for illegal parking contribute to vehicle owners opting for illegal parking over cubic garages,hampering theiroperational growth.See page 35.The efforts and investments in technology development may not always produce the expected results.See page 35.The success of our business depends on

197、the continuing efforts of the senior management and key employees of the OperatingSubsidiaries.See page 35.We may not be able to ensure the successful implementation of our future plans and strategies,resulting in reduced financialperformance.See page 40.7 Risks Related to Our Public Offering and Ow

198、nership of Our Ordinary Shares Risks related to Our Public Offering and Ownership of Our Ordinary Shares,beginning on page 41 of this prospectus,include but arenot limited to the following:Our CEO has control over key decision making as a result of his control of a majority of our voting shares.See

199、page 41.As a“controlled company”under the rules of the Nasdaq Global Market,we may choose to exempt our Company from certaincorporate governance requirements that could have an adverse effect on our public shareholders.See page 41.Huachen Cayman is an“emerging growth company,”and we cannot be certai

200、n if the reduced reporting requirements applicable toemerging growth companies will make our Ordinary Shares less attractive to investors.See page 41.Huachen Cayman is a“foreign private issuer,”and our disclosure obligations differ from those of U.S.domestic reportingcompanies.As a result,we may not

201、 provide you the same information as U.S.domestic reporting companies or we may provideinformation at different times,which may make it more difficult for you to evaluate our performance and prospects.See page 42.Because Huachen Cayman is a foreign private issuer and is exempt from certain Nasdaq co

202、rporate governance standardsapplicable to U.S.issuers,you will have less protection than you would have if we were a domestic issuer.See page 42.Implications of Holding Foreign Company Accountable Act On March 24,2021,the SEC adopted interim final rules relating to the implementation of certain disc

203、losure and documentationrequirements of the HFCAA.An identified issuer will be required to comply with these rules if the SEC identifies it as having a“non-inspection”year under a process to be subsequently established by the SEC.On June 22,2021,the U.S.Senate passed the Accelerating HoldingForeign

204、Companies Accountable Act,and on December 29,2022,legislation entitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)was signed into law by President Biden,which contained,among other things,an identical provision to theAccelerating Holding Foreign Companies Accountable

205、Act and amended the HFCAA by requiring the SEC to prohibit an issuers securitiesfrom trading on any U.S stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three,thusreducing the time period for triggering the prohibition on trading.On September 22

206、,2021,the PCAOB adopted a final rule implementing theHFCAA,which provides a framework for the PCAOB to use when determining,as contemplated under the HFCAA,whether the PCAOB isunable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of

207、a position taken byone or more authorities in that jurisdiction.On December 2,2021,the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in theHFCAA.The rules apply to registrants that the SEC identifies as having filed an annual report with an audit rep

208、ort issued by a registered publicaccounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a positiontaken by an authority in foreign jurisdictions.On December 16,2021,the PCAOB issued a report on its determinations that it is

209、unable toinspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong,because ofpositions taken by PRC authorities in those jurisdictions.On August 26,2022,the PCAOB announced that it had signed a SOP with the CSRCand the Ministry of Fin

210、ance of China.The SOP,together with two protocol agreements governing inspections and investigations(together,the“SOP Agreement”),establishes a specific,accountable framework to make possible complete inspections and investigations by the PCAOB ofaudit firms based in mainland China and Hong Kong,as

211、required under U.S.law.On December 15,2022,the PCAOB announced that it wasable to secure complete access to Inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China andHong Kong completely in 2022.The PCAOB Board vacated its previous 2021 determinations that t

212、he PCAOB was unable to inspect orinvestigate completely registered public accounting firms headquartered in mainland China and Hong Kong.However,whether the PCAOBwill continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China

213、and Hong Kong is subject to uncertainties and depends on a number of factors out of our and our auditors control.8 Our auditor,Audit Alliance,headquartered in Singapore,is an independent registered public accounting firm that issues the auditreport included in this prospectus.As an auditor of public

214、ly traded companies in the United States and a firm registered with the PCAOB,AuditAlliance is subject to U.S.laws under which the PCAOB conducts regular inspections to assess compliance with applicable professionalstandards.The most recent inspection was conducted in December 2023.Therefore,we beli

215、eve that,as of the date of this prospectus,ourauditor is not subject to the determinations as to the inability to inspect or investigate registered firms completely announced by the PCAOB onDecember 16,2021.However,we cannot assure you whether Nasdaq or regulatory authorities would apply additional

216、and more stringent criteria to us afterconsidering the effectiveness of our auditors audit procedures and quality control procedures,adequacy of personnel and training,orsufficiency of resources,geographic reach or experience as it relates to the audit of our financial statements.See“Risk Factors Ri

217、sks Relatedto Doing Business in China The recent joint statement by the SEC and PCAOB,Nasdaqs proposed rule changes and the HFCAA all call foradditional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors,especiallythe non-U.S.aud

218、itors who are not inspected by the PCAOB.”Regulatory Permissions Our PRC subsidiaries have received all material permissions and approvals required for the operations in compliance with the relevantPRC laws and regulations in the PRC,including the business licenses of our PRC subsidiaries.The busine

219、ss license is a permit issued by SAMR that allows the company to conduct specific business within the governmentsgeographical jurisdiction.Each of our PRC subsidiaries has received its business license.As of the date of this prospectus,except for the business licenses mentioned here,Huachen Cayman a

220、nd its PRC subsidiaries do notneed specific licenses or permissions for the business operations from the CSRC,CAC or any other governmental agency.However,applicablelaws and regulations may be adjusted,and new laws or regulations may be introduced to impose additional government approval,license and

221、permit requirements.If we inadvertently conclude that such approval is not required,fail to obtain and maintain such approvals,licenses orpermits required for the business,or fail to respond to changes in the regulatory environment,we or the PRC subsidiaries could be subject toliabilities,penalties

222、and operational disruption,which may materially and adversely affect the business,operating results,financial conditionand the value of our Ordinary Shares,limit our ability to offer or continue to offer securities to investors,or cause such securities tosignificantly decline in value or become wort

223、hless.As of the date of this prospectus,except for the filing procedures with the CSRC and reporting of relevant information according to theOverseas Listing Trial Measures,neither Huachen Cayman nor any of its subsidiaries have been requested to,applied for,received,or beendenied approval from any

224、Chinese authorities to list Huachen Caymans Ordinary Shares on the Nasdaq Stock Market,nor received any inquiry,notice,warning or sanctions regarding our planned overseas listing from the CSRC,or any other Chinese regulatory authorities,we believe thatthe Company and our subsidiaries are not require

225、d to obtain any other permission from Chinese authorities to issue these securities to foreigninvestors based on the current PRC laws,regulations,and rules.However,suppose we are subsequently advised by any Chinese regulatoryauthorities that other permission for this offering and/or listing on the N

226、asdaq Stock Market was required.In that case,we may not be able toobtain such permission in a timely manner,if at all.If this risk occurs,our ability to offer securities to investors could be significantly limited orcompletely hindered,and the securities currently being offered may substantially dec

227、line in value.On August 8,2006,six PRC regulatory agencies jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprisesby Foreign Investors,or the M&A Rule,which came into effect on September 8,2006 and were amended on June 22,2009.The M&A Rulerequires that an offshore special

228、 purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by the PRC Citizensshall obtain the approval of the CSRC prior to overseas listing and trading of such special purpose vehicles securities on an overseas stockexchange.Based on our understanding of the Chines

229、e laws and regulations in effect at the time of this prospectus,we will not be required tosubmit an application to the CSRC for its approval of this offering and the listing and trading of our Ordinary Shares on the Nasdaq under theM&A Rule.However,there remains some discretionary power as to how th

230、e M&A Rule will be interpreted or implemented,and the opinions ofour PRC counsel,Ganus Law Firm,summarized above are subject to any new laws,rules and regulations or detailed implementations andinterpretations in any form relating to the M&A Rule.We cannot assure you that relevant Chinese regulatory

231、 authorities,would reach the sameconclusion.9 The General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointlyissued the Opinions on Strictly Cracking Down on Illegal Securities Activities in Accordance with the Law(the“Illegal Securitie

232、s Opinions”),which were made available to the public on July 6,2021.The Opinions on Strictly Cracking Down on Illegal Securities Activities emphasizedthe need to strengthen the administration over illegal securities activities,and the need to strengthen the supervision over overseas listings byChine

233、se companies.Effective measures,such as promoting the construction of relevant regulatory systems will be taken to deal with the risksand incidents of China-based overseas listed companies,and cybersecurity and data privacy protection requirements and similar matters.TheIllegal Securities Opinions r

234、emain unclear on how the law will be interpreted,amended and implemented by the relevant PRC governmentalauthorities,but the Illegal Securities Opinions and any related implementing rules to be enacted may subject the operating entity to compliancerequirements in the future.On July 10,2021,the CAC i

235、ssued a revised draft of the Measures for Cybersecurity Review for public comments,which required that,among others,in addition to a critical information infrastructure operator(“CIIO”),any“data processor”controlling personal information of noless than one million users which seeks to list in a fore

236、ign stock exchange should also be subject to cybersecurity review,and further elaboratedthe factors to be considered when assessing the national security risks of the relevant activities.On November 14,2021,the CAC released the Regulations on Network Data Security(draft for public comments)and accep

237、ted publiccomments until December 13,2021.The draft Regulations on Network Data Security provide that data processors refer to individuals ororganizations that autonomously determine the purpose and the manner of processing data.If a data processor that processes personal data ofmore than one millio

238、n users intends to list overseas,it shall apply for a cybersecurity review.In addition,data processors that process importantdata or are listed overseas shall carry out an annual data security assessment on their own or by engaging a data security services institution,andthe data security assessment

239、 report for the prior year should be submitted to the local cyberspace affairs administration department beforeJanuary 31 of each year.On December 28,2021,the Measures for Cybersecurity Review(2021 version)was promulgated and took effect onFebruary 15,2022,which iterates that any“online platform ope

240、rators”controlling personal information of more than one million users whichseeks to list in a foreign stock exchange should also be subject to cybersecurity review.As advised by our PRC counsel,Ganus Law Firm,theOperating Subsidiaries does not process users personal information and it is not deemed

241、 to be a CIIO nor is it an online platform operator withpersonal information of more than one million users.We are a comprehensive parking solutions provider,and neither the Company nor its subsidiaries engage in data activities as definedunder the Personal Information Protection Law of the PRC(the“

242、Personal Information Protection Law”),which includes,without limitation,collection,storage,use,processing,transmission,provision,publication and deletion of data.In addition,neither the Company nor itssubsidiaries are operators of any“critical information infrastructure”as defined under the PRC Cybe

243、rsecurity Law and the Security ProtectionMeasures on Critical Information Infrastructure.However,the Measures for Cybersecurity Review(2021 version)was recently adopted,andthe Network Internet Data Protection Draft Regulations(draft for comments)is in the process of being formulated and the Illegal

244、SecuritiesOpinions remain unclear on how such measures will be interpreted,amended and implemented by the relevant PRC governmental authorities.There remain uncertainties as to when the final measures will be issued and take effect,how they will be enacted,interpreted orimplemented,and whether they

245、will affect us or our subsidiaries.If we inadvertently conclude that the Measures for Cybersecurity Review(2021 version)do not apply to us or our subsidiaries,or applicable laws,regulations,or interpretations change and it is determined in the futurethat the Measures for Cybersecurity Review(2021 ve

246、rsion)become applicable to us and our subsidiaries,we may be subject to review whenconducting data processing activities,and may face challenges in addressing its requirements and make necessary changes to our internalpolicies and practices.We may incur substantial costs in complying with the Measur

247、es for Cybersecurity Review(2021 version),which couldresult in material adverse changes in our business operations and financial position.If we are not able to fully comply with the Measures forCybersecurity Review(2021 version),our ability to offer or continue to offer securities to investors may b

248、e significantly limited or completelyhindered,and our securities may significantly decline in value or become worthless.On February 17,2023,the CSRC released the Trial Measures,which came into effect on March 31,2023,and five supportingguidelines.Pursuant to the Trial Measures,domestic companies tha

249、t seek to offer or list securities overseas,both directly and indirectly,shouldfulfill the filing procedure to the CSRC.On the same day,the CSRC held a press conference for the release of the Trial Measures and issued theNotice of the Arrangements for the Recordation-Based Administration of Overseas

250、 Offering and Listing by Domestic Enterprises.We are required to make filings with the CSRC and should complete the filing before our listing on the Nasdaq.According to Article16 of the Trial Measures,an issuer conducting overseas initial public offering or listing shall undergo the recordation form

251、alities with the CSRCwithin three working days after the application documents for offering and listing are submitted overseas.On February 5,2024,we receivedapproval from the CSRC regarding our completion of the required filing procedures for this offering.However,if we cannot complete thisoffering

252、within 12 months after receiving this approval,we are required to update the CSRS filing materials.In addition,if we do not maintainthe approvals,or applicable laws,regulations,or interpretations change such that we are required to obtain other permission and approval in thefuture,we may be subject

253、to investigations by competent regulators,fines or penalties,ordered to suspend the relevant operations and rectifyany non-compliance,prohibited from engaging in relevant business or conducting any offering,and these risks could result in a materialadverse change in the operations,limit our ability

254、to offer or continue to offer securities to investors,or cause such securities to significantlydecline in value or become worthless.10 Furthermore,the PRC government authorities may strengthen oversight and control over offerings that are conducted overseas and/orforeign investment in China-based is

255、suers like us.Such actions taken by the PRC government authorities may intervene or influence ouroperations at any time,which are beyond our control.Therefore,any such action may adversely affect our operations and significantly limit orhinder our ability to offer or continue to offer securities to

256、you and reduce the value of such securities.Uncertainties regarding the enforcement of laws and the fact that rules and regulations in China can change quickly with little advancenotice,along with the risk that the Chinese government may intervene or influence our operations at any time,or may exert

257、 more control overofferings conducted overseas and/or foreign investment in China-based issuers could result in a material change in our operations,financialperformance and/or the value of our Ordinary Shares or impair our ability to raise money.On February 24,2023,the CSRC,together with the Ministr

258、y of Finance,National Administration of State Secrets Protection andNational Archives Administration of China,revised the Provisions on Strengthening Confidentiality and Archives Administration for OverseasSecurities Offering and Listing,which were issued by the CSRC and National Administration of S

259、tate Secrets Protection and National ArchivesAdministration of China in 2009,or the“Provisions.”The revised Provisions were issued under the title the“Provisions on StrengtheningConfidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies,”and came in

260、to effect onMarch 31,2023 together with the Trial Measures.One of the major revisions to the revised Provisions is expanding their application to coverindirect overseas offering and listing,as is consistent with the Trial Measures.The revised Provisions require that,among other things,(a)adomestic c

261、ompany that plans to,either directly or indirectly through its overseas listed entity,publicly disclose or provide to relevantindividuals or entities,including securities companies,securities service providers,and overseas regulators,any documents and materials thatcontain state secrets or working s

262、ecrets of government agencies,shall first obtain approval from competent authorities according to law,and filewith the secrecy administrative department at the same level;and(b)a domestic company that plans to,either directly or indirectly through itsoverseas listed entity,publicly disclose or provi

263、de to relevant individuals and entities,including securities companies,securities serviceproviders,and overseas regulators,any other documents and materials that,if leaked,will be detrimental to national security or public interest,shall strictly fulfill relevant procedures stipulated by applicable

264、national regulations.On or after March 31,2023,any failure or perceivedfailure by our Company and our subsidiaries,to comply with the above confidentiality and archives administration requirements under therevised Provisions and other PRC laws and regulations may result in the relevant entities bein

265、g held legally liable by competent authorities,andreferred to the judicial organ to be investigated for criminal liability if suspected of committing a crime.Except for the filing procedures with the CSRC and reporting of relevant information according to the Overseas Listing TrialMeasures,we believ

266、e that the Company and its subsidiaries are currently not required to obtain any other approval from the CSRC to list onU.S exchanges or issue securities to foreign investors,given that:(i)our PRC subsidiary was incorporated as a wholly foreign-owned enterpriseby means of direct investment rather th

267、an by merger or acquisition of equity interest or assets of a PRC domestic company owned by PRCcompanies or individuals as defined under the M&A Rule that are our beneficial owners;(ii)the Chinese regulatory authority currently has notissued any definitive rule or interpretation concerning whether o

268、fferings like ours under this prospectus are subject to the M&A Rule;and(iii)no provision in the M&A Rule clearly classifies contractual arrangements as a type of transaction subject to the M&A Rule.However,there remains some uncertainty as to how the M&A Rule will be interpreted or implemented in t

269、he context of an overseasoffering and the opinions summarized above are subject to any new laws,rules and regulations or detailed implementations and interpretationsin any form relating to the M&A Rule.We cannot assure you that relevant PRC government agencies,would reach the same conclusion as ourP

270、RC counsel,Ganus Law Firm,does,and hence we may face regulatory actions or other sanctions from the PRC regulatory agencies.Theseregulatory agencies may impose fines and penalties on the operations in China,limit our operating privileges in China,delay or restrict therepatriation of the proceeds fro

271、m this offering into China,restrict or prohibit the payments or remittance of dividends by our PRC subsidiariesor take other actions that could have a material adverse effect on the business,financial condition,results of operations,reputation andprospects,as well as the trading price of the shares.

272、It is uncertain when and whether the Company will be required to obtain permission fromthe China regulatory authority to list on U.S.exchanges in the future,and even when such permission is obtained,whether it will be denied orrescinded.The China regulatory authority may legally restricted or influe

273、nce the operations at any time,which could result in a material changein the operations.Recently,the China regulatory authority initiated a series of regulatory actions and statements to regulate business operationsin China with little advance notice,including cracking down on illegal activities in

274、the securities market,enhancing supervision over China-based companies listed overseas using variable interest entity structure,adopting new measures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.As confirmed by our PRC counsel,Ganus Law Firm,we

275、currently are not subject tocybersecurity review with the CAC,to conduct business operations in China,given that:(i)the Operating Subsidiaries do not possess a largeamount of personal information in the business operations;and(ii)data processed in the business does not have a bearing on national sec

276、urityand thus may not be classified as core or important data by the authorities.In addition,as confirmed by our PRC counsel,Ganus Law Firm,weare not subject to merger control review by Chinas anti-monopoly enforcement agency due to the level of our revenues which were providedby us and audited by o

277、ur auditor Audit Alliance,and the fact that we currently do not expect to propose or implement any acquisition of controlof,or decisive influence over,any company with revenues within China of more than RMB 400 million.See“Risk Factors Risks Related toDoing Business in China Changes in the policies,

278、regulations,rules,and the enforcement of laws of the PRC government may also beimplemented quickly with little advance notice.Therefore,our assertions and beliefs of the risk imposed by the PRC legal and regulatorysystem cannot be certain.”11 Although we are currently only required to complete the r

279、ecord filing requirement with the CSRC and has not received any denial tolist on the U.S.exchange or conduct our daily business operation,it is highly uncertain how soon legislative or administrative regulationmaking bodies will respond and what existing or new laws or regulations or detailed implem

280、entations and interpretations will be modified orpromulgated,if any,and the potential impact such modified or new laws and regulations will have on our daily business operation,the ability toaccept foreign investments and list our securities on a U.S.or other foreign exchange.For more detailed infor

281、mation,see“Risk Factors RisksRelated to Doing Business in China There are uncertainties regarding the interpretation and enforcement of PRC laws,rules andregulations,along with the risk that the Chinese government may intervene or influence our operations at any time,or may exert more controlover of

282、ferings conducted overseas and/or foreign investment in China-based issuers could result in a material change in our operations,financial performance and/or the value of our Ordinary Shares or impair our ability to raise money”and“We are required to complete therecord filing requirement with PRC aut

283、horities to list on overseas stock exchanges and may not be able to complete the record filing becausethe filing materials are incomplete or do not meet the requirements of the CSRC.”Implications of Being an Emerging Growth Company Huachen Cayman qualify as an“emerging growth company”as defined in t

284、he Jumpstart Our Business Startups Act of 2012,or theJOBS Act.An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicablegenerally to public companies.These provisions include,but are not limited to:the ability to include only two year

285、s of audited financial statements and only two years of related managements discussion andanalysis of financial condition and results of operations disclosure;an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant tothe Sarba

286、nes-Oxley Act of 2002.reduced disclosure obligations regarding executive compensation in our periodic reports,proxy statements and registrationstatements;and a delay in adopting new or revised accounting standards that have different effective dates for public and private companies untilthose standa

287、rds apply to private companies.We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which thisprospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings.As a result,the information that

288、we provide to our shareholders may be different than you might receive from other public reporting companies in which you hold equityinterests.We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growthcompany.We would cease to be an e

289、merging growth company if we have more than$1.235 billion in annual revenue,have more than$700million in market value of our Ordinary Shares held by non-affiliates or issue more than$1 billion of non-convertible debt over a three-yearperiod.Implication of Being a Foreign Private Issuer Huachen Cayma

290、n is a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934,as amended(the“Exchange Act”).As such,we are exempt from certain provisions applicable to United States domestic public companies.For example:we are not required to provide as many Exchange Act re

291、ports,or as frequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our home country requirements,which are less rigorous than therules that apply to domestic public companies;we are not required to provide the same level of disclosure on certain issues,s

292、uch as executive compensation;we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of materialinformation;we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents orauthorizations in re

293、spect of a security registered under the Exchange Act;and 12 we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their shareownership and trading activities and establishing insider liability for profits realized from any“short-swing”trading

294、 transaction.we are not required to comply with the SEC rules on disclosure of compensation on an individual basis unless individualdisclosure is required in the Companys home country and is not otherwise publicly disclosed by the Company We have taken advantage of certain reduced reporting and othe

295、r requirements in this prospectus.Accordingly,the informationcontained herein may be different than the information you receive from other public companies in which you hold equity securities.We may take advantage of these exemptions until such time as we are no longer a foreign private issuer.We wo

296、uld cease to be aforeign private issuer at such time as more than 50%of our outstanding voting securities are held by U.S.residents and any of the followingthree circumstances applies:(1)the majority of our executive officers or directors are U.S.citizens or residents,(2)more than 50%of our assetsar

297、e located in the United States or(3)the business is administered principally in the United States.Implication of Being a Controlled Company Huachen Cayman is and will continue,following this offering,to be a“controlled company”within the meaning of the Nasdaq StockMarket Rules as our Chief Executive

298、 Officer,Director and Chairman of the Board,Mr.Bin Lu,owns more than 50%of the voting rightrepresented by our issued and outstanding Ordinary Shares.As a result,for so long as Huachen Cayman is a controlled company under thatdefinition,we are permitted to elect to rely,and may rely,on certain exempt

299、ions from corporate governance rules,including:an exemption from the rule that a majority of our Board of Directors must be independent directors;an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely byindependent directors;and An ex

300、emption from the rule that our director nominees must be selected or recommended solely by independent directors.As a result,you will not have the same protection afforded to shareholders of companies that are subject to these corporate governancerequirements.Although we do not intend to rely on the

301、“controlled company”exemption under the Nasdaq listing rules,we could elect to rely on thisexemption after we complete this offering.If we elected to rely on the“controlled company”exemption,a majority of the members of ourBoard of Directors might not be independent directors and our nominating and

302、corporate governance and compensation committees might notconsist entirely of independent directors after we complete this offering.See“Risk Factors Risks Related to Our Public Offering andOwnership of Our Ordinary Shares As a“controlled company”under the rules of the Nasdaq Global Market,we may cho

303、ose to exempt ourCompany from certain corporate governance requirements that could have an adverse effect on our public shareholders.”Additionally,pursuant to Nasdaqs phase-in rules for newly listed companies,we have one year from the date on which we are firstlisted on Nasdaq to comply fully with t

304、he Nasdaq listing standards.We do not plan to rely on the phase-in rules for newly listed companies andwill comply fully with the Nasdaq listing standards at the time of listing.Transfers of Cash to and from Our Subsidiaries We currently have not maintained any cash management policies that dictate

305、the purpose,amount and procedure of cash transfersbetween the Company,our subsidiaries,or investors.Rather,the funds can be transferred in accordance with the applicable PRC laws andregulations.To the extent cash or assets in the business is in the PRC or Hong Kong or a PRC or Hong Kong entity,the f

306、unds or assets may notbe available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions andlimitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets.13 Under existing PRC foreign exch

307、ange regulations,payment of current account items,such as profit distributions and trade and service-related foreign exchange transactions,can be made in foreign currencies without prior approval from the State Administration of ForeignExchange,by complying with certain procedural requirements.There

308、fore,our PRC subsidiaries are able to pay dividends in foreign currenciesto us without prior approval from SAFE,subject to the condition that the remittance of such dividends outside of the PRC complies with certainprocedures under PRC foreign exchange regulations,such as the overseas investment reg

309、istrations by our shareholders or the ultimateshareholders of our corporate shareholders who are PRC residents.Approval from,or registration with,appropriate government authorities is,however,required where the RMB is to be converted into foreign currency and remitted out of China to pay capital exp

310、enses such as therepayment of loans denominated in foreign currencies.The PRC government may also at its discretion restrict access in the future to foreigncurrencies for current account transactions.Current PRC regulations permit our PRC subsidiaries to pay dividends to the Company only out oftheir

311、 accumulated profits,if any,determined in accordance with Chinese accounting standards and regulations.As of the date of this prospectus,there are no restrictions or limitations imposed by the Hong Kong government on the transfer of capital within,into and out of Hong Kong(including funds from Hong

312、Kong to the PRC),except for transfer of funds involving money laundering and criminal activities.Cayman Islandslaw prescribes that a company may only pay dividends out of its profits.Other than that,there is no restrictions on Huachen Caymans ability totransfer cash to investors.See Risk Factors Ris

313、ks Related to Our Corporate Structure Huachen Cayman is a holding company and willrely on dividends paid by the subsidiaries for its cash needs.Any limitation on the ability of the subsidiaries to make dividend payments toHuachen Cayman,or any tax implications of making dividend payments to Huachen

314、Cayman,could limit its ability to pay its expenses or paydividends to holders of our Ordinary Shares,”“Risk Factors Risks Related to Doing Business in China To the extent cash or assets in thebusiness are in the PRC or Hong Kong or a PRC or Hong Kong entity,the funds or assets may not be available t

315、o fund operations or for otheruse outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or oursubsidiaries by the PRC government to transfer cash or assets.”As a holding company,Huachen Cayman may rely on dividends and other di

316、stributions on equity paid by our subsidiaries,includingthose based in the PRC,for its cash and financing requirements.If any of the PRC subsidiaries incurs debt on its own behalf in the future,theinstruments governing such debt may restrict their ability to pay dividends to Huachen Cayman.Huachen C

317、ayman is permitted under the lawsof the Cayman Islands to provide funding to the subsidiary incorporated in Hong Kong through loans or capital contributions withoutrestrictions on the amount of the funds.The subsidiaries are permitted under the respective laws of Hong Kong to provide funding to Huac

318、henCayman through dividend distribution without restrictions on the amount of the funds.There are no restrictions on dividends transfers from HKto the Cayman Islands.Current PRC regulations permit our WFOE to pay dividends to the Company only out of its accumulated profits,if any,determined in accor

319、dance with Chinese accounting standards and regulations.The PRC has currency and capital transfer regulations that require us to comply with certain requirements for the movement of capital.The Company is able to transfer cash(US Dollars)to its PRC subsidiaries through an investment(by increasing th

320、e Companys registeredcapital in a PRC subsidiary).The Companys subsidiaries within China can transfer funds to each other when necessary,through the way ofcurrent lending.The transfer of funds among companies are subject to the Provisions on Private Lending Cases,which was implemented onAugust 20,20

321、20 to regulate the financing activities between natural persons,legal persons and unincorporated organizations.As advised by ourPRC counsel,Ganus Law Firm,the Provisions on Private Lending Cases does not prohibit using cash generated from one subsidiary to fundanother subsidiarys operations.We have

322、not been notified of any other restriction which could limit our PRC subsidiaries ability to transfercash between PRC subsidiaries.The Companys subsidiaries in the PRC have not transferred any earnings or cash to the Company to date.Asof the date of this prospectus,there has not been any assets or c

323、ash transfer between the holding company and its subsidiaries.As of the date ofthis prospectus,there has not been any dividends or distributions made to US investors.The Companys business is conducted through itssubsidiaries.The Company is a holding company and its material assets consist solely of

324、the ownership interests held in its PRC subsidiaries.The Company relies on dividends paid by its subsidiaries for its working capital and cash needs,including the funds necessary:(i)to paydividends or cash distributions to its shareholders,(ii)to service any debt obligations and(iii)to pay operating

325、 expenses.As a result of PRClaws and regulations(noted below)that require annual appropriations of 10%of after-tax income to be set aside in a general reserve fund priorto payment of dividends,the Companys PRC subsidiaries are restricted in that respect,as well as in other respects noted below,in th

326、eir abilityto transfer a portion of their net assets to the Company as a dividend.With respect to transferring cash from the Company to its subsidiaries,increasing the Companys registered capital in a PRCsubsidiary requires the filing of the local commerce department,while a shareholder loan require

327、s a filing with the SAFE or its local bureau.Aside from the declaration to the SAFE,there is no restriction or limitations on such cash transfer or earnings distribution.With respect to the payment of dividends,we note the following:1.PRC regulations currently permit the payment of dividends only ou

328、t of accumulated profits,as determined in accordance withaccounting standards and PRC regulations(an in-depth description of the PRC regulations is set forth below);14 2.Our PRC subsidiaries are required to set aside,at a minimum,10%of their net income after taxes,based on PRC accountingstandards,ea

329、ch year as statutory surplus reserves until the cumulative amount of such reserves reaches 50%of their registeredcapital;3.Such reserves may not be distributed as cash dividends;4.Our PRC subsidiaries may also allocate a portion of their after-tax profits to fund their staff welfare and bonus funds;

330、except in theevent of a liquidation,these funds may also not be distributed to shareholders;the Company does not participate in a CommonWelfare Fund;and 5.The incurrence of debt,specifically the instruments governing such debt,may restrict a subsidiarys ability to pay shareholderdividends or make ot

331、her cash distributions.If,for the reasons noted above,our subsidiaries are unable to pay shareholder dividends and/or make other cash payments to theCompany when needed,the Companys ability to conduct operations,make investments,engage in acquisitions,or undertake other activitiesrequiring working c

332、apital may be materially and adversely affected.However,the operations and business,including investment and/oracquisitions by our subsidiaries within China,will not be affected as long as the capital is not transferred in or out of the PRC.As of the date of this prospectus,no dividends,distribution

333、s or transfers have been made between Huachen Cayman and any of itssubsidiaries and no dividends,distributions or transfers have been made by Huachen Cayman to its shareholders.For the foreseeable future,theCompany intends to use the earnings for research and development,to develop new products and to expand its production capacity.As a result,we do not expect to pay any cash dividends in the fore