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1、F-1 1 ea0211018-f1_texxon.htm REGISTRATION STATEMENTAs filed with the Securities and Exchange Commission on August 13,2024.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Texxon Holding Limited(Exac

2、t name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 2821 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification number)7A,B

3、lock C,207 Songhong Road,Changning District,Shanghai,China,200335Tel:+86 574-62629970(Address,including zip code,and telephone number,including area code,of Registrants principal executive office)Puglisi&Associates850 Library Avenue,Suite 204Newark,DE 19711Tel:(302)738-6680(Name,address,including zi

4、p code,and telephone number,including area code,of agent for service)Copies of all communications,including communicationssent to agent for service,should be sent to:Wei Wang,Esq.Ellenoff Grossman&Schole LLP1345 Avenue of the Americas,11th FloorNew York,NY 10105Tel:(212)370-1300Sanny Choi,Esq.Kyle L

5、eung,Esq.CFN Lawyers LLC418 Broadway#4607Albany,NY 12207Tel:(646)386-8128 Approximate date of commencement of proposed sale to the public:As soon as practicable after this registration statementbecomes effective.If any of the securities being registered on this Form are to be offered on a delayed or

6、 continuous basis pursuant to Rule 415 underthe Securities Act of 1933,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,please checkthe following box and list the Securities Act registration statement numb

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

8、r 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 listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether t

9、he 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 use the extended transi

10、tion period for complying with any new or revised financial accountingstandards provided pursuant 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 StandardsBoard to its Accounting Standards Codifi

11、cation after April 5,2012.The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effectivedate until the Registrant shall file a further amendment which specifically states that this registration statement shallthereafter become effective in a

12、ccordance with Section 8(a)of the Securities Act of 1933,as amended,or until theregistration statement shall become effective on such date as the Commission,acting pursuant to said Section 8(a),maydetermine.The information in this preliminary prospectus is not complete and may be changed.We may not

13、sell these securities untilthe registration statement filed with the Securities and Exchange Commission is effective.This preliminary prospectus isnot an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offeror sale is not permitte

14、d.PRELIMINARY PROSPECTUSSUBJECT TO COMPLETION,DATED AUGUST 13,2024 Ordinary Shares Texxon Holding Limited This is the initial public offering of ordinary shares of Texxon Holding Limited,a Cayman Islands holding company withsubstantially all of its operations in China.Throughout this prospectus,unle

15、ss the context indicates otherwise,references to“Texxon”refer to Texxon Holding Limited,our holding company and references to“we,”the“Company”or“our company”are toTexxon and/or its consolidated subsidiaries.We are offering ordinary shares,par value$0.0001 per share.We expect the initial public offer

16、ing price of the sharesto be in the range of$to$per share.Prior to this offering,there has been no public market for our ordinary shares.We haveapplied to have our ordinary shares listed on the Nasdaq Capital Market(“Nasdaq”)under the symbol“NPT.”We cannot guaranteethat we will be successful in list

17、ing our ordinary shares on the Nasdaq;however,we will not complete this offering unless we areso listed.We are both an“emerging growth company”and a“foreign private issuer”as defined under the U.S.federal securitieslaws and,as such,may elect to comply with certain reduced public company reporting re

18、quirements for this and future filings.See“Prospectus SummaryImplications of Being an Emerging Growth Company”and“Prospectus SummaryImplications of Beinga Foreign Private Issuer.”Our ordinary shares offered in this prospectus are shares of our Cayman Islands holding company,which has no materialoper

19、ations of its own and conducts substantially all of its operations through our operating entities established in the PeoplesRepublic of China(“China”or the“PRC”).For a description of our corporate structure,see“Corporate Structure”beginning onpage 75.This structure involves unique risks to investors

20、.If the PRC government disallows our holding company structure ordeems that any of our business operations carried out by our Hong Kong or PRC subsidiaries were to be restricted or prohibitedfrom foreign investment in the future,we may be required to stop our business operations in China,and we coul

21、d be subject tomaterial penalties or be forced to relinquish our interests in the affected operations.Such events could result in a material change inour operations and a material change in the value of our securities,including causing the value of such securities to significantlydecline or become w

22、orthless.See“Risk Factors Risks Related to Doing Business in China-Uncertainties exist with respect tohow the PRC Foreign Investment Law may impact the viability of our current corporate structure and operations.”on page 23.In addition,as we conduct substantially all of our operations in China,we ar

23、e subject to legal and operational risksassociated with having substantially all of our operations in China,including risks related to the legal,political and economicpolicies of the PRC government,the relations between China and the United States,or Chinese or United States regulations,whichrisks c

24、ould result in a material change in our operations and/or cause the value of our ordinary shares to significantly decline orbecome worthless and affect our ability to offer or continue to offer securities to investors.The PRC government initiated a seriesof regulatory actions and made a number of pu

25、blic statements on the regulation of business operations in China with little advancenotice,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companieslisted overseas,adopting new measures to extend the scope of cybersecurity reviews,and ex

26、panding efforts in anti-monopolyenforcement.In the opinion of our PRC counsel,Jingtian&Gongcheng,as of the date of this prospectus,we are not directly subject tothe regulatory actions or statements related to anti-monopoly enforcement or cybersecurity review,as we have not implementedany monopolisti

27、c behavior and neither Texxon nor any of its PRC Subsidiaries qualifies as a critical information infrastructureoperator or has conducted any data processing activities that affect or may affect national security or holds personal information ofmore than one million users.We cannot assure you that r

28、egulators in China will not take a contrary view or will not subsequentlyrequire us to undergo the anti-monopoly investigation or cybersecurity review and subject us to fines or penalties for non-compliance.However,we are subject to the regulatory actions related to the PRC governments oversight on

29、offshore securitiesofferings.On February 17,2023,the China Securities Regulatory Commission(the“CSRC”)released the Trial AdministrativeMeasures of Overseas Securities Offering and Listing by Domestic Companies(the“Trial Measures”),effective on March 31,2023,which requires the filing of the overseas

30、offering and listing plan by PRC domestic companies with the CSRC under certainconditions,and the filing with the CSRC by their underwriters associated with such companies overseas securities offering andlisting.In the opinion of our PRC counsel,Jingtian&Gongcheng,we are subject to the filing requir

31、ements of the Trial Measures inconnection with this offering.As of the date of this prospectus,we have submitted our filings with the CSRC in connection withthis offering.However,we cannot assure you that we will be able to get the clearance on our filing under the Trial Measures on atimely basis,or

32、 at all.In addition,any actions by the PRC government to exert more control over offerings that are conductedoverseas and foreign investment in China-based issuers or any failure of us to fully comply with new regulatory requirements maysignificantly limit or completely hinder our ability to offer o

33、r continue to offer our ordinary shares,cause significant disruption toour business operations,and severely damage our reputation,which would materially and adversely affect our financial conditionand results of operations and cause our ordinary shares to significantly decline in value or become wor

34、thless.It is highly uncertain what the potential impact new laws and regulations will have on our daily business operation,theability to accept foreign investments and list on an U.S.exchange.Based on the opinion of our Hong Kong counsel,Benson Li&Co.Solicitors,the relevant data security and anti-mo

35、nopoly laws and ordinance in Hong Kong,i.e.,the Personal Data(Privacy)Ordinance(Chapter 486 of The Laws of Hong Kong)and the Competition Ordinance(Chapter 619 of The Laws of Hong Kong),are not applicable to our Hong Kong subsidiary which is solely a holding company with no operations since inception

36、 and thereforehave no impact on our ability to conduct our business,accept foreign investment or listing on an U.S.exchange.Furthermore,thereare currently no regulatory actions related to data security or anti-monopoly concerns in Hong Kong that may impact our ability toconduct our business,accept f

37、oreign investment or list on a U.S./foreign exchange.The Standing Committee of the NationalPeoples Congress(the“SCNPC”)or other PRC regulatory authorities may in the future promulgate laws,regulations orimplementing rules that require our company,or any of our subsidiaries obtain additional regulato

38、ry approval from Chineseauthorities before listing in the U.S.If any of our PRC subsidiaries or our holding company were required to obtain such approvaland were denied permission from PRC authorities to list on U.S.exchanges,our ability to conduct our business may be materiallyimpacted,we will not

39、be able to continue listing on any U.S.exchange,continue to offer securities to investors,the interest of ourinvestors may be materially adversely affected and our ordinary shares may significantly decrease in value or become worthless.See“Risk Factors Risks Related to Doing Business in China The CS

40、RC has recently released the Trial Measures for China-based companies seeking to conduct overseas offering and listing in foreign markets.Under the Trial Measures,the PRCgovernment exerts more control over offerings that are conducted overseas and foreign investment in China-based issuers,whichcould

41、 significantly limit or completely hinder our ability to offer or continue to offer our ordinary shares to investors and couldcause the value of our ordinary shares to significantly decline or such shares to become worthless.”beginning on page 18 and“Changes in the political and economic policies of

42、 the PRC government or in relations between China and the United States maymaterially and adversely affect our business,financial condition and results of operations and may result in our inability to sustainour growth and expansion strategies.”beginning on page 19.Furthermore,as more stringent crit

43、eria have been imposed by the SEC and the Public Company Accounting OversightBoard(the“PCAOB”)recently,our securities may be prohibited from trading if our auditor cannot be fully inspected.OnDecember 16,2021,the PCAOB issued its determination that the PCAOB is unable to inspect or investigate compl

44、etely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong,because of positions taken by PRCauthorities in those jurisdictions,and the PCAOB included in the report of its determination a list of the accounting firms that areheadquartered in the PRC or Hong Kong.T

45、his list did not include our auditor,ZH CPA,LLC.On December 15,2022,the PCAOBBoard determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firmsheadquartered in mainland China and Hong Kong and voted to vacate its previous determinations t

46、o the contrary.However,shouldPRC authorities obstruct or otherwise fail to facilitate the PCAOBs access in the future,the PCAOB Board will consider the needto issue a new determination.On December 29,2022,the Consolidated Appropriations Act,2023,was signed into law,whichamended the Holding Foreign C

47、ompanies Accountable Act(the“HFCA Act”)(i)to reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two,and(ii)so that any foreignjurisdiction could be the reason why the PCAOB does not have complete access to inspect or

48、investigate a companys auditor.As itwas originally enacted,the HFCA Act applied only if the PCAOBs inability to inspect or investigate was due to a position takenby an authority in the foreign jurisdiction where the relevant public accounting firm is located.As a result of the ConsolidatedAppropriat

49、ions Act,2023,the HFCA Act now also applies if the PCAOBs inability to inspect or investigate the relevantaccounting firm is due to a position taken by an authority in any foreign jurisdiction.The denying jurisdiction does not need to bewhere the accounting firm is located.Our auditor,ZH CPA,LLC an

50、independent registered public accounting firm,is subject tolaws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicableprofessional standards.ZH CPA,LLC is headquartered in Denver,Colorado,and is subject to PCAOB inspection.In the ev

51、ent thatPCAOB later determines that it is unable to inspect or investigate completely our auditor,then such lack of inspection could causeour securities to be delisted from the stock exchange.See“Risk Factors Risks Related to Doing Business in China Ourordinary shares may be delisted under the HFCA

52、Act if the PCAOB is unable to inspect our auditor.The delisting of our ordinaryshares,or the threat of their being delisted,may materially and adversely affect the value of your investment.”on page 34.Our officers and directors will have significant influence over the Company following the completio

53、n of this offering dueto their significant shareholding in the Company,in particular Mr.Hui Xu,our director and Chief Executive Officer,who currentlybeneficially owns an aggregate of 33.28%of our outstanding ordinary shares and is expected to own approximately%of ouroutstanding ordinary shares upon

54、the completion of this offering.For more information regarding Mr.Xus beneficial ownership,see“Principal Shareholders”on page 138 and“Risk Factors Risks Related to Offering and Ownership of Ordinary Shares Our director and Chief Executive Officer has substantial influence over our company.His intere

55、sts may not be aligned with theinterests of our other shareholders,and he could prevent or cause a change of control or other transactions”on page 64.Upon completion of this offering,we will be a“controlled company”as defined under the Nasdaq Listing Rules,becausecertain principal shareholders,inclu

56、ding Mr.Hui Xu,our director and Chief Executive Officer,Wei Wang,Qiangang Qiu andChenhan Xu(Collectively,the“Principal Shareholders”),will own approximately an aggregate of%of our outstandingordinary shares upon the completion of this offering and they entered into an acting in concert agreement dat

57、ed March 26,2024,pursuant to which,each of the Principal Shareholders,other than Mr.Xu,has agreed that if the Company seeks shareholderapproval of corporate matters,he or she will vote all the ordinary shares he or she beneficially owns in accordance with the actionof Mr.Hui Xu.See“Risk Factors-Risk

58、s Related to this Offering and Ownership of our Ordinary Shares-Our director and ChiefExecutive Officer will control the outcome of shareholder actions in our company.His interests may not be aligned with theinterests of our other shareholders,and he has the power to prevent or cause a change of con

59、trol or other transactions.”for moreinformation regarding the acting in concert agreement.For as long as we remain a controlled company under that definition,we arepermitted to elect to rely on certain exemptions from certain Nasdaq corporate governance requirements.For more information,including a

60、more detailed description of risks related to being a“controlled company,”see“Prospectus Summary Implications ofBeing a Controlled Company”and“Risk Factors Risks Related to Our Business and Industry We will be a controlledcompany as defined under the Nasdaq Listing Rules.Although we do not intend to

61、 rely on the controlled company exemptionunder the Nasdaq Listing Rules,we could elect to rely on this exemption in the future and you will not have the same protectionafforded to shareholders of companies that are subject to these corporate governance requirements.”As a holding company,Texxon relie

62、s on dividends and other distributions on equity paid by our PRC subsidiaries for itscash and financing requirements.If any of our PRC subsidiaries incurs debt on its own behalf in the future,the instrumentsgoverning such debt may restrict their ability to pay dividends to us.In the future,cash proc

63、eeds raised from overseas financingactivities,including this offering,may be transferred by us to our PRC subsidiaries via capital contribution or shareholder loans,asthe case may be.As of the date of this prospectus,there were no cash flows between our Cayman Islands holding company and oursubsidia

64、ries.Based on the advice of our counsel as to Cayman Islands law,Mourant Ozannes(Cayman)LLP,there are nolimitations imposed by Cayman Islands law on Texxons ability to transfer cash or pay dividend or other distributions in cash to itsshareholders,other than as set out under the section titled“Divid

65、end Policy”.Among Texxon and its subsidiaries,cash can betransferred from Texxon and its subsidiary,Texxon Hong Kong Limited,as needed in the form of capital contributions orshareholder loans,as the case may be,to our PRC subsidiaries as we are permitted under PRC laws and regulations to providefund

66、ing to our PRC subsidiaries only through capital contributions or loans,and only if we satisfy the applicable governmentregistration and approval/filing requirements in China.The transfer of funds among companies are subject to the Provisions of theSupreme Peoples Court on Several Issues Concerning

67、the Application of Law in the Trial of Private Lending Cases(2020 SecondRevision,the“Provisions on Private Lending Cases”),which was implemented on January 1,2021 to regulate the financingactivities between natural persons,legal persons and unincorporated organizations.In the opinion of our PRC coun

68、sel,Jingtian&Gongcheng,the Provisions on Private Lending Cases does not prohibit using cash generated from one subsidiary to fund anothersubsidiarys operations for ordinary production and business purposes.We have not been notified of any restriction which couldlimit our PRC subsidiaries ability to

69、transfer cash between PRC subsidiaries within the PRC.Based on the opinion of our HongKong counsel,Benson Li&Co.Solicitors,as of the date of this prospectus,there is no restriction imposed by the Hong Konggovernment on the transfer of capital within,into and out of Hong Kong(including funds from Hon

70、g Kong to the PRC),excepttransfer of funds involving money laundering and criminal activities.Furthermore,the PRC government imposes oversight on the conversion of RMB into foreign currencies and theremittance of currencies out of the PRC.In addition,the PRC Enterprise Income Tax Law(the“EIT Law”)an

71、d its implementationrules provide that a withholding tax at a rate of 10%will be applicable to dividends payable by PRC companies to non-PRC-resident enterprises unless reduced under treaties or arrangements between the PRC central government and the governments ofother countries or regions where th

72、e non-PRC resident enterprises are tax resident.To the extent cash or assets in our business arein the PRC or Hong Kong or a PRC or Hong Kong entity,the funds or assets may not be available to fund operations or for otheruse outside of the PRC or Hong Kong in the event of any interventions in or the

73、 imposition of restrictions and limitations on theability of our company and our subsidiaries by the PRC government to transfer cash or assets.Additionally,dividend distributionby PRC companies to foreign investors must be reviewed by a bank designated by the State Administration of Foreign Exchange

74、 ofChina(the“SAFE”)that processes outward remittance of profits.The review will include reasonable examination of transactiondocuments.Upon review and approval by the designated bank,our WFOE in China may remit dividends to Texxon HK.As of thedate of this prospectus,no transfers,dividends or other d

75、istributions have been made from our subsidiaries to our Cayman Islandsholding company or the investors out of the PRC,including U.S.investors,and no transfers,loans,or capital contributions havebeen made from our Cayman Islands holding company to any of our subsidiaries or the investors out of the

76、PRC,including theU.S.investors.In addition,our primary operating subsidiary,Zhejiang Net Plastic Technology Co.,Ltd.(“Net PlasticTechnology”),has maintained cash flow management policies which dictate the purpose,amount and procedure of cash transfers.Each transfer of cash into or from Net Plastic i

77、s subject to internal approvals from at least two manager-level personnel includingsubmitting supporting documentation(such as payment receipts or invoices),reviewing the documentation,and executing thepayment.A single employee is not allowed to complete each and every stage of a cash transfer,but r

78、ather only specific parts of thewhole procedure.Only the finance department is authorized to make cash transfers.Within the finance department,the roles forpayment approval,payment execution,record keeping,and auditing are segregated to minimize risk.See“Prospectus SummaryDividends and Other Distrib

79、utions.”Our PRC subsidiaries are permitted to pay dividends only out of their retained earnings.However,each of our PRCsubsidiaries is required to set aside at least 10%of its after-tax profits each year,after making up for previous years accumulatedlosses,if any,to fund certain statutory reserves,u

80、ntil the aggregate amount of such funds reaches 50%of its registered capital.Thisportion of our PRC subsidiaries respective net assets are prohibited from being distributed to their shareholders as dividends.See“Prospectus Summary Dividends and Other Distributions”and“Regulation-Regulations on Divid

81、end Distributions”.However,none of our subsidiaries has made any dividends or other distributions to our holding company or any U.S.investors as of the dateof this prospectus.See also“Risk Factors Risks Related to Doing Business in China-We rely on dividends and otherdistributions on equity paid by

82、our subsidiaries to fund offshore cash and financing requirements and any limitation on the abilityof our PRC subsidiaries to make remittance to pay dividends to us could limit our ability to access cash generated by theoperations of those entities”on page 31.In addition,the PRC government imposes c

83、ontrols on the convertibility of the Renminbi into foreign currencies and,incertain cases,the remittance of currency out of mainland China.If the foreign exchange control system prevents us from obtainingsufficient foreign currencies to satisfy our foreign currency demands,we may not be able to tran

84、sfer cash out of mainland China,and pay dividends in foreign currencies to our shareholders.There can be no assurance that the PRC government will not interveneor impose restrictions on our ability to transfer or distribute cash within our organization or to foreign investors,which could resultin an

85、 inability or prohibition on making transfers or distributions outside of China and may adversely affect our business,financialcondition and results of operations.See“Prospectus Summary Dividends and Other Distributions.”See“Risk Factors RisksRelated to Doing Business in China-Restrictions on curren

86、cy exchange may limit our ability to utilize our revenues effectively”onpage 33.PerShare Total Initial public offering price(1)$Underwriting discounts and commissions(2)$Proceeds to us,before expenses$(1)Based on an assumed public offering price of US$per ordinary share.(2)Represents underwriting di

87、scount and commissions equal to 8%per ordinary share(or$per ordinary share).Does not include the following additional compensation payable to the underwriters.In addition to the compensationreferenced above,we have agreed to provide EF Hutton LLC,the representative of the underwriters,or their desig

88、nees,with anon-accountable expense allowance equal to 0.5%of the gross proceeds of this offering,payable to the underwriters,or thereimbursement of certain expenses of the underwriters.In addition,we have agreed to issue upon the closing of this offering,compensation warrants to EF Hutton,division o

89、f Benchmark Investments,LLC,as representative of the underwriters,exercisable for a one and a half year period commencing six months from the commencement date of sales in this offeringentitling the representative to purchase up to 5%of the number of shares sold in this offering at a per share exerc

90、ise price equalto the public offering price.The registration statement of which this prospectus is a part also covers such warrants and theshares issuable upon the exercise thereof.For a description of the other terms of compensation to be received by theunderwriters,see“Underwriting.”We have grante

91、d the representative of the underwriters an option for a period of 30 days to purchase up to an additional ordinary shares,solely to cover over-allotments,if any.Neither the U.S.Securities and Exchange Commission(the“SEC”)nor any other regulatory body has approved ordisapproved of these securities o

92、r determined if this prospectus is truthful or complete.Any representation to the contraryis a criminal offense.The underwriters expect to deliver the ordinary shares against payment in New York,NY on or about,2024.EF Hutton,LLC Prospectus dated,2024.TABLE OF CONTENTS PAGEABOUT THIS PROSPECTUS ii PR

93、OSPECTUS SUMMARY 1 RISK FACTORS 18 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 68 USE OF PROCEEDS 69 DIVIDEND POLICY 70 CAPITALIZATION 71 DILUTION 72 ENFORCEABILITY OF CIVIL LIABILITIES 73 CORPORATE HISTORY AND STRUCTURE 75 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESU

94、LTS OFOPERATIONS 78 INDUSTRY 102 BUSINESS 107 REGULATION 119 MANAGEMENT 132 PRINCIPAL SHAREHOLDERS 138 RELATED PARTY TRANSACTIONS 139 DESCRIPTION OF SHARE CAPITAL 140 SHARES ELIGIBLE FOR FUTURE SALE 151 TAXATION 152 UNDERWRITING 158 EXPENSES OF THIS OFFERING 163 LEGAL MATTERS 163 EXPERTS 163 WHERE Y

95、OU CAN FIND ADDITIONAL INFORMATION 163 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus.We have not,and the underwriters have not,authorized anyone to provide you with different information.If anyone provides you with different or in

96、consistent information,youshould not rely on it.We are not,and the underwriters are not,making an offer to sell securities in any jurisdiction where the offeror sale is not permitted.You should not assume that the information contained in this prospectus is accurate as of any date otherthan the date

97、 on the front of this prospectus.For investors outside of the United States of America(the“United States”or the“U.S.”):Neither we nor the underwritershave done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction,other than theUnited States,wh

98、ere action for that purpose is required.Persons outside of the United States who come into possession of thisprospectus must inform themselves about,and observe any restrictions relating to,the offering of our ordinary shares and thedistribution of this prospectus outside of the United States.i ABOU

99、T THIS PROSPECTUS Unless otherwise indicated,in this prospectus,the following terms shall have the meaning set out below:“Cayman”The Cayman Islands “China”or“PRC”The Peoples Republic of China,and only in the context of describing PRC rules,laws,regulations,regulatoryauthority,and any PRC entities or

100、 citizens under such rules,laws and regulations and other legal or taxmatters in this prospectus,excludes Hong Kong,Macau and Taiwan.“Code”The United States Internal Revenue Code of 1986,as amended “Exchange Act”The Securities Exchange Act of 1934,as amended “Nasdaq”The Nasdaq Stock Market LLC “ordi

101、nary shares”Our ordinary shares,par value$0.0001 per share “PCAOB”The Public Company Accounting Oversight Board “RMB”or“Renminbi”Legal currency of China “PFIC”A passive foreign investment company “SEC”The United States Securities and Exchange Commission “Securities Act”The Securities Act of 1933,as

102、amended “Texxon”Texxon Holding Limited,an exempted company with limited liability incorporated under the laws of CaymanIslands.“Texxon HK”Texxon Hong Kong Limited,a limited company organized under the laws of Hong Kong and a wholly ownedsubsidiary of Texxon.“Net PlasticTechnology”Zhejiang Net Plasti

103、c Technology Co.,Ltd.,a PRC limited liability company and majority owned subsidiary ofWFOE.“WFOE”or HuanSu Technology(Henan)Co.,Ltd.,a limited liability company organized under the laws of China,whichis wholly owned by Texxon HK.“US$,”“U.S.dollars,”“$,”and“dollars”Legal currency of the United States

104、 Our reporting currency is the US$.The functional currency of our entities formed in China is the RMB.The functionalcurrency of our entity incorporated in Hong Kong is the Hong Kong Dollar(“HKD”).This registration statement containsconversion of certain RMB amounts into U.S.dollar amounts at specifi

105、ed rates solely for the convenience of the reader.Theconversion of RMB into U.S.dollars in this prospectus is based on the exchange rate set forth in the H.10 statistical release of theBoard of Governors of the Federal Reserve System.Unless otherwise noted,all translations from Renminbi to U.S.dolla

106、rs andfrom U.S.dollars to Renminbi in this prospectus are made at RMB7.0999 to US1.00,the exchange rate set forth in the H.10statistical release of the Federal Reserve Board on December 31,2023.We make no representation that any RMB or U.S.dollaramounts could have been,or could be,converted into U.S

107、.dollars or RMB,as the case may be,at any particular rate,or at all.ThePRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB intoforeign exchange.ii Numerical figures included in this registration statement may be subject to roun

108、ding adjustments.Accordingly,numericalfigures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.For clarification,this prospectus follows the English naming convention of first name followed by last name,regardless ofwhether an individuals name is

109、Chinese or English.For example,the name of our Chairman will be presented as“Hui Xu”,eventhough,in Chinese,Hui Xus name is presented as“Xu Hui.”Our fiscal year end is June 30.References to a particular“fiscal year”are to our fiscal year ended June 30 of that calendaryear.Our audited consolidated fin

110、ancial statements have been prepared in accordance with the generally accepted accountingprinciples in the United States(the“U.S.GAAP”).Except where indicated or where the context otherwise requires,all information in this prospectus assumes no exercise bythe underwriters of their over-allotment opt

111、ion.We obtained the industry,market and competitive position data in this prospectus from our own internal estimates,surveys,and research as well as from publicly available information,industry and general publications and research,surveys andstudies conducted by third parties.Industry publications,

112、research,surveys,studies and forecasts generally state that theinformation they contain has been obtained from sources believed to be reliable,but that the accuracy and completeness of suchinformation is not guaranteed.Forecasts and other forward-looking information obtained from these sources are s

113、ubject to the samequalifications and uncertainties as the other forward-looking statements in this prospectus,and to risks due to a variety of factors,including those described under“Risk Factors”.These and other factors could cause results to differ materially from thoseexpressed in these forecasts

114、 and other forward-looking information.We have proprietary rights to trademarks used in this prospectus that are important to our business,many of which areregistered under applicable intellectual property laws.Solely for convenience,the trademarks,service marks and trade namesreferred to in this pr

115、ospectus are without the,and other similar symbols,but such references are not intended to indicate,inany way,that we will not assert,to the fullest extent under applicable law,our rights or the rights of the applicable licensors tothese trademarks,service marks and trade names.This prospectus may c

116、ontain trademarks,service marks and trade names of others.All trademarks,service marks and tradenames appearing in this prospectus are,to our knowledge,the property of their respective owners.We do not intend our use ordisplay of other companies trademarks,service marks or trade names to imply a rel

117、ationship with,or endorsement or sponsorshipof us by,any other person.iii PROSPECTUS SUMMARY Investors are cautioned that you are purchasing ordinary shares of our Cayman Islands holding company in thisinitial public offering instead of purchasing equity interests of our subsidiaries that have busin

118、ess operations in China.This corporate structure involves unique risks.This summary highlights certain information contained elsewhere in this prospectus.This summary does not contain allof the information you should consider before buying shares in this offering.You should read the entire prospectu

119、s carefully,including our financial statements and related notes and the risks described under“Risk Factors.”This summary containsforward-looking statements that involve risks and uncertainties,such as statements about our plans,objectives,expectations,assumptions or future events.These statements i

120、nvolve estimates,assumptions,known and unknown risks,uncertainties andother factors that could cause actual results to differ materially from any future results,performances or achievements expressedor implied by the forward-looking statements.See“Cautionary Note Regarding Forward-Looking Statements

121、.”Overview Texxon is a holding company incorporated as an exempted company under the laws of the Cayman Islands.As aholding company with no material operations of its own,Texxon conducts substantially all of its operations through its PRCsubsidiaries,primarily Net Plastic Technology,which started it

122、s business in Yuyao,China in 2011.We are a leading provider of supply chain management services in East China,servicing customers in the plastics andchemical industries in China.Through our technology-enabled platform,we provide a full spectrum of services to Chinese SMEcustomers,including but not l

123、imited to,procurement,shipping and logistics,payments and fulfillment services.To address theextensive need from SMEs in China for more stable sources of supply,lower procurement costs,higher product quality,andenhanced risk management in the plastics and chemical markets in China,we aspire to build

124、 the largest one-stop plastic andchemical raw material supply chain management platform in China,to streamline the complex and labor-intensive raw materialprocurement process in the plastics and chemical industries and make it more convenient,cost-effective,and efficient for ourcustomers.We believe

125、that our platform has the capacity to help streamline and optimize operational processes of marketparticipants,enhance sustainability and resilience in the entire supply chain,and create a dynamic ecosystem where stakeholderscan engage in transactions with ease and efficiency.We have built a highly

126、scalable distributed software architecture for our platform that allows for continuousimprovement.We have also built an effective User Experience Design(UED)process into our platform to improve the customerexperience.In addition,with over a decade of experience in the plastic and chemical raw materi

127、al market in China,we haveamassed substantial transaction data,including supplier and customer information,price trends,category-specific price indexesand market demand volume.The extensive data collection enables us to more accurately analyze price trends and marketdemands and make more informed de

128、cisions.Our Revenue Model We provide our customers with a one-stop procurement solution,for which our revenues are generated from sales ofproducts that our customers purchase on our platform.We purchase products from suppliers,including manufacturers ordistributors,and then sell them to our customer

129、s.The value of our services is taken into account and reflected in our sales priceof products.To enhance our inventory management flexibility,we work with suppliers to ship products directly to customers or havecustomers pick up the products by themselves.We determine the prices at which products ar

130、e sold to our customers and generaterevenue from the difference between our purchase price from suppliers and the sales price of products.Our Strengths We believe that the following are our key competitive strengths contributing to our growth and,on a combined basis,differentiating us from our compe

131、titors:One-stop solution for product procurement encompassing wide selection of products and ensuring timely andreliable fulfillment;An advanced supply chain management platform powered by technology and data;and Visionary founders and an experienced management team.Our Strategies Our goal is to bec

132、ome the largest one stop plastic and chemical raw material supply chain management platform inChina.In order to stay competitive,we will:Continue to invest in technology and data to enhance our supply chain management platform;Further optimize our one-stop solution;and Accelerate the construction of

133、 our polystyrene(chemical and plastic raw material)factory in Henan Province,China.1 Our Corporate History and Structure Texxon is an exempted company with limited liability incorporated in the Cayman Islands in January 2022.We are aholding company of our group with no substantive operation.We carry

134、 out our business in China through our PRC subsidiaries,primarily Net Plastic Technology,which commenced business in 2011.For more details regarding our history,subsidiaries and corporate structure,see“Corporate History and Structure”onpage 75.The following diagram illustrates our simplified corpora

135、te structure,including our principal subsidiaries,as of the dateof this prospectus.We do not use a variable interest entity(VIE)structure.*Entities in which the Companys operations are conducted.Note:(1)Investors are purchasing ordinary shares of Texxon Holding Limited in this offering,which is a ho

136、lding companyincorporated in the Cayman Islands.(2)Non-Controlling shareholders include Baisuo Qianxun(Shanghai)E-Commerce Co.,Ltd(approximately 3.894%),MR LIHong Kong Investment Limited(Hong Kong)(approximately 1%),and other 34 shareholders that each owns less than 0.5%of Zhejiang Net Plastic Techn

137、ology Co.,Ltd.(3)Henan Net Plastic New Material Technology Co.,Ltd.s other shareholders include Taiqian Jusu Enterprise Management LP(approximately 17.07%),Taiqian Juben Enterprise Management LP(approximately 3.29%),Taiqian Investment Group Co.,Ltd.(approximately 9.09%),Taiqian County Yutai Network

138、Plastic Investment Co.,Ltd(approximately 9.09%),and JiangsuQiangsheng Gongneng Chemical Co.,Ltd.(approximately 5.45%),collectively owning approximately 44%.Pursuant to aninvestment agreement executed by and among Net Plastic Technology(Henan)Co.,Ltd.,each of the five shareholdersabovementioned,and a

139、 third-party company,Puyang Hongbo Fanxiang Entrepreneurship Services Co.,Ltd.(“PuyangHongbo”),in January 2024,if Puyang Hongbo exercises its conversion right within one year of January 17,2024,NetPlastic Technology(Henan)Co.,Ltd.s equity interest in Henan Net Plastic New Material Technology Co.,Ltd

140、.would bereduced to as low as approximately 52.2%.As of the date of this prospectus,Puyang Hongbo has not exercised anyconversion rights.2 (4)Henan Net Plastic Chemical Distribution Co.,Ltd.s other shareholder is Wenchen Wang,who owns 49%.(5)MR LI Hong Kong Investment Limited is wholly owned by Chan

141、g Li.Dividends and Other Distributions Texxon is a holding company with no material operations of its own and does not generate any revenue.We currentlyconduct substantially all of our operations through Net Plastic Technology.We are permitted under PRC laws and regulations toprovide funding to PRC

142、subsidiaries only through loans or capital contributions,and only if we satisfy the applicablegovernment registration and approval requirements.See“Risk FactorsRisks Related to Doing Business in China PRCregulation of loans to and direct investment in PRC entities by offshore holding companies and g

143、overnmental control of currencyconversion may delay us from using the proceeds of this offering to make loans or additional capital contributions to our PRCsubsidiaries,which could materially and adversely affect our liquidity and our ability to fund and expand our business”on page30.Under our curre

144、nt corporate structure,we rely on dividend payments from our PRC subsidiaries to fund any cash andfinancing requirements we may have,including the funds necessary to pay dividends and other cash distributions to ourshareholders or to service any debt we may incur.Our subsidiaries in the PRC generate

145、 and retain cash generated from operatingactivities and re-invest it in our business.If any of our PRC subsidiaries incurs debt on its own behalf in the future,theinstruments governing such debt may restrict their ability to pay dividends to us.As of the date of this prospectus,there were nocash flo

146、ws between our Cayman Islands holding company and our subsidiaries,or among our PRC subsidiaries.The transfer of funds among PRC companies are subject to the Provisions of the Supreme Peoples Court on SeveralIssues Concerning the Application of Law in the Trial of Private Lending Cases(2020 Second R

147、evision,the“Provisions onPrivate Lending Cases”),which was implemented on January 1,2021 in China to regulate the financing activities betweennatural persons,legal persons and unincorporated organizations.The Provisions on Private Lending Cases set forth that privatelending contracts will be upheld

148、as invalid under the circumstance that(i)the lender swindles loans from financial institutionsfor relending;(ii)the lender relends the funds obtained by means of a loan from another profit-making legal person,raisingfunds from its employees,illegally taking deposits from the public;(iii)the lender w

149、ho has not obtained the lending qualificationaccording to the law lends money to any unspecified object of the society for the purpose of making profits;(iv)the lender lendsfunds to a borrower when the lender knows or should have known that the borrower intended to use the borrowed funds forillegal

150、or criminal purposes;(v)the lending is violations of public orders or good morals;or(vi)the lending is in violations ofmandatory provisions of laws or administrative regulations.In the opinion of our PRC counsel,Jingtian&Gongcheng,theProvisions on Private Lending Cases does not prohibit using cash g

151、enerated from one subsidiary to fund another subsidiarysoperations for ordinary production and business purposes.We have not been notified of any other restriction which could limitour PRC subsidiaries ability to transfer cash between PRC subsidiaries within PRC.See“Regulation Regulations Relating t

152、oPrivate Lending.”Based on the advice of our counsel as to Cayman Islands law,Mourant Ozannes(Cayman)LLP,there are no limitationsimposed by Cayman Islands law on Texxons ability to transfer cash or pay dividend or other distributions in cash to itsshareholders,other than as set out under the section

153、 titled“Dividend Policy”.Among Texxon and its subsidiaries,cash can betransferred from Texxon and Texxon Hong Kong Limited as needed in the form of capital contributions or shareholder loans,asthe case may be,to the PRC subsidiaries as we are permitted under PRC laws and regulations to provide fundi

154、ng to our PRCsubsidiaries only through capital contributions or loans,and only if we satisfy the applicable government registration andapproval requirements in China.Based on the opinion of our Hong Kong counsel,Benson Li&Co.Solicitors,as of the date ofthis prospectus,there is no restriction imposed

155、 by the Hong Kong government on the transfer of capital within,into and out ofHong Kong(including funds from Hong Kong to the PRC),except transfer of funds involving money laundering and criminalactivities.The PRC government imposes controls on the conversion of RMB into foreign currencies and the r

156、emittance ofcurrencies out of the PRC.In addition,the EIT Law and its implementation rules provide that a withholding tax at a rate of 10%will be applicable to dividends payable by PRC companies to non-PRC-resident enterprises unless reduced under treaties orarrangements between the PRC central gove

157、rnment and the governments of other countries or regions where the non-PRCresident enterprises are tax resident.Any gain realized on the transfer of ordinary shares by such investors is also subject to PRCtax at a current rate of 10%which in the case of dividends will be withheld at source if such g

158、ain is regarded as income derivedfrom sources within the PRC.See also“Risk Factors Risks Related to Doing Business in China-Dividends payable to ourforeign investors and gains on the sale of our ordinary shares by our foreign investors may be subject to PRC tax”on page 32.Further,to the extent cash

159、or assets in our business are in the PRC or Hong Kong or a PRC or Hong Kong entity,the funds orassets may not be available to fund operations or for other use outside of the PRC or Hong Kong in the event of anyinterventions in or the imposition of restrictions and limitations on the ability of our c

160、ompany and our subsidiaries by the PRCgovernment to transfer cash or assets.See“Risk Factors Risks Related to Doing Business in China To the extent cash orassets in our business are in the PRC or Hong Kong or a PRC or Hong Kong entity,the funds or assets may not be available tofund operations or for

161、 other use outside of the PRC or Hong Kong in the event of any interventions in or the imposition ofrestrictions and limitations on the ability of our company and our subsidiaries by the PRC government to transfer cash or assets,which may materially and adversely affect our business,financial condit

162、ion and results of operations and may result in ourinability to sustain our growth and expansion strategies”on page 25.As of the date of this prospectus,no transfers,dividends orother distributions have been made from our subsidiaries to our Cayman Islands holding company or the investors out of the

163、PRC,including U.S.investors,and no transfers,loans,or capital contributions have been made from our Cayman Islandsholding company to any of our subsidiaries or the investors out of the PRC,including the U.S.investors.3 However,there are limitations on our ability to transfer cash between us and our

164、U.S.investors.Dividend distributionto our foreign investors must be reviewed by a bank designated by the State Administration of Foreign Exchange of China(the“SAFE”)that processes outward remittance of profits.The review will include reasonable examination of transactiondocuments.Upon review and app

165、roval by the designated bank,our WFOE in China may remit dividends to Texxon HK,unlessthe PRC government temporarily introduces relevant policies that prevent WFOE from remitting dividends to Texxon HK in atimely manner.Notwithstanding the foregoing,we intend to retain all of our available funds and

166、 any future earnings after thisoffering and cash proceeds from overseas financing activities,including this offering,to fund the development and growth of ourbusiness.As a result,we do not expect to pay any cash dividends in the foreseeable future.As of the date of this prospectus,notransfers,divide

167、nds or other distributions have been made between our PRC subsidiaries.In the future,cash proceeds raisedfrom overseas financing activities,including this offering,may be transferred by us based on current statutory limits to our PRCsubsidiaries via capital contribution or shareholder loans,as the c

168、ase may be.All of our PRC subsidiaries maintain cash flow management policies.Each transfer of cash out of our PRC subsidiariesis subject to internal approvals from at least two manager-level personnel,including submitting supporting documentation(suchas payment receipts or invoices),reviewing the d

169、ocumentation,and executing the payment.A single employee is not allowed tocomplete each and every stage of a cash transfer,but rather only specific parts of the whole procedure.Only the financedepartment is authorized to make cash transfers.Within the finance department,the roles for payment approva

170、l,paymentexecution,record keeping,and auditing are segregated to minimize risk.Our PRC subsidiaries are permitted to pay dividends only out of their retained earnings.However,each of our PRCsubsidiaries is required to set aside at least 10%of its after-tax profits each year,after making up for previ

171、ous yearsaccumulated losses,if any,to fund certain statutory reserves,until the aggregate amount of such funds reaches 50%of itsregistered capital.This portion of our PRC subsidiaries respective net assets are prohibited from being distributed to theirshareholders as dividends.See“Regulation-Regulat

172、ions on Dividend Distributions”.However,none of our subsidiaries hasmade any dividends or other distributions to our holding company or any U.S.investors as of the date of this prospectus.Seealso“Risk Factors Risks Related to Doing Business in China-We rely on dividends and other distributions on eq

173、uity paid byour subsidiaries to fund offshore cash and financing requirements and any limitation on the ability of our PRC subsidiaries tomake remittance to pay dividends to us could limit our ability to access cash generated by the operations of those entities”onpage 31.In addition,the PRC governme

174、nt imposes controls on the convertibility of the Renminbi into foreign currencies and,incertain cases,the remittance of currency out of mainland China.If the foreign exchange control system prevents us fromobtaining sufficient foreign currencies to satisfy our foreign currency demands,we may not be

175、able to transfer cash out ofmainland China,and pay dividends in foreign currencies to our shareholders.There can be no assurance that the PRCgovernment will not intervene or impose restrictions on our ability to transfer or distribute cash within our organization or toforeign investors,which could r

176、esult in an inability or prohibition on making transfers or distributions outside of China and mayadversely affect our business,financial condition and results of operations.See“Risk Factors Risks Related to Doing Businessin China-Restrictions on currency exchange may limit our ability to utilize ou

177、r revenues effectively”on page 33.Going Concern Assessment The Company had accumulated deficits of$3,414,685 as of December 31,2023 and negative cash flow of$18,614,756in operating activities for the six months ended December 31,2023.The Company had cash and cash equivalents of$505,991 asof December

178、 31,2023 and generated an operating income of$540,913 for the six months ended December 31,2023.In assessing whether the going concern assumption is appropriate,management considers all available informationabout the future,which is at least,but not limited to,twelve months from the end of the repor

179、ting period.Our ability to continueoperations and fund its exploration and development expenditures is dependent on managements ability to secure additionalfinancing.Management is actively pursuing such additional sources of financing,and while it has been successful in doing so inthe past,there can

180、 be no assurance it will be able to do so in the future.Management plans to address these concerns further by securing additional financing through this offering and otherdebt financing.Management assessed the mitigating effect of its plans to determine if it is probable that the plans would beeffec

181、tively implemented within one year after the date of issuance of the unaudited condensed consolidated financial statementsfor the six months ended December 31,2023 and 2022,and would mitigate the relevant conditions or events that raisesubstantial doubt about our ability to continue as a going conce

182、rn.For more details,see“Risk Factors Risks Related to Our Business and Industry There is substantial doubt about ourability to continue as a going concern”on page 58 and“Managements Discussion and Analysis of Financial Condition andResults of Operation Going Concern Assessment”on page 93.4 Summary o

183、f Risks Affecting Our Company Our business is subject to multiple risks and uncertainties,as more fully described in“Risk Factors”and elsewhere inthis prospectus.We urge you to read“Risk Factors”and this prospectus in full.Our principal risks may be summarized asfollows:Risks Related to Doing Busine

184、ss in China We are subject to risks and uncertainties relating to doing business in China in general,including,but are not limited to,the following:The CSRC has recently released the Trial Measures for China-based companies seeking to conduct overseasoffering and listing in foreign markets.Under the

185、 Trial Measures,the PRC government exerts more oversight andcontrol over offerings that are conducted overseas and foreign investment in China-based issuers,which couldsignificantly limit or completely hinder our ability to offer or continue to offer our ordinary shares to investors andcould cause t

186、he value of our ordinary shares to significantly decline or such shares to become worthless.See“RiskFactors Risks Related to Doing Business in China The CSRC has recently released the Trial Measures forChina-based companies seeking to conduct overseas offering and listing in foreign markets.Under th

187、e TrialMeasures,the PRC government exerts more oversight and control over offerings that are conducted overseas andforeign investment in China-based issuers,which could significantly limit or completely hinder our ability to offeror continue to offer our ordinary shares to investors and could cause

188、the value of our ordinary shares tosignificantly decline or such shares to become worthless.”beginning on page 18;Changes in the political and economic policies of the PRC government or in relations between China and theUnited States may materially and adversely affect our business,financial conditi

189、on and results of operations andmay result in our inability to sustain our growth and expansion strategies.See“Risk Factors Risks Related toDoing Business in China Changes in the political and economic policies of the PRC government or in relationsbetween China and the United States may materially a

190、nd adversely affect our business,financial condition andresults of operations and may result in our inability to sustain our growth and expansion strategies.”beginning onpage 19;There are uncertainties regarding the interpretation and enforcement of PRC laws,rules and regulations.See“RiskFactors Ris

191、ks Related to Doing Business in China There are uncertainties regarding the interpretation andenforcement of PRC laws,rules and regulations.”beginning on page 20;The PRC government exerts substantial influence over the manner in which we conduct our business activities.The PRC government may also in

192、tervene or influence our operations at any time or may exert more control overofferings conducted overseas and/or foreign investment in China-based issuers,such as us,which could result in amaterial change in our operations and our ordinary shares could decline in value or become worthless.See“RiskF

193、actors Risks Related to Doing Business in China The PRC government exerts substantial influence over themanner in which we conduct our business activities.The PRC government may also intervene or influence ouroperations at any time or may exert more control over offerings conducted overseas and/or f

194、oreign investment inChina-based issuers,such as us,which could result in a material change in our operations and our ordinaryshares could decline in value or become worthless.”beginning on page 23;The rules and regulations in China can change quickly with short notice and uncertainties in the interp

195、retation andenforcement of PRC laws,rules and regulations could limit the legal protections available to you and us.See“RiskFactors The rules and regulations in China can change quickly with short notice and uncertainties in theinterpretation and enforcement of PRC laws,rules and regulations could l

196、imit the legal protections available toyou and us.”beginning on page 23;5 To the extent cash or assets in our business are in the PRC or Hong Kong or a PRC or Hong Kong entity,the fundsor assets may not be available to fund operations or for other use outside of the PRC or Hong Kong in the event ofa

197、ny interventions in or the imposition of restrictions and limitations on the ability of our company and oursubsidiaries by the PRC government to transfer cash or assets,which may materially and adversely affect ourbusiness,financial condition and results of operations and may result in our inability

198、 to sustain our growth andexpansion strategies.See“Risk Factors Risks Related to Doing Business in China To the extent cash orassets in our business are in the PRC or Hong Kong or a PRC or Hong Kong entity,the funds or assets may not beavailable to fund operations or for other use outside of the PRC

199、 or Hong Kong in the event of any interventions inor the imposition of restrictions and limitations on the ability of our company and our subsidiaries by the PRCgovernment to transfer cash or assets,which may materially and adversely affect our business,financial conditionand results of operations a

200、nd may result in our inability to sustain our growth and expansion strategies.”beginning on page 25;You may experience difficulties in effecting service of legal process,enforcing foreign judgments or bringingactions in China against us or our management named in the prospectus based on foreign laws

201、.See“Risk Factors Risks Related to Doing Business in China You may experience difficulties in effecting service of legalprocess,enforcing foreign judgments or bringing actions in China against us or our management named in theprospectus based on foreign laws.”beginning on page 26;Any requirement to

202、obtain prior approval under the M&A Rules and/or any other regulations promulgated byrelevant PRC regulatory agencies in the future could delay this offering and failure to obtain any such approvals,ifrequired,could have a material adverse effect on our business,operating results and reputation as w

203、ell as thetrading price of our ordinary shares,and could also create uncertainties for this offering and affect our ability tooffer or continue to offer securities to investors outside China.See“Risk Factors Risks Related to DoingBusiness in China Any requirement to obtain prior approval under the M

204、&A Rules and/or any other regulationspromulgated by relevant PRC regulatory agencies in the future could delay this offering and failure to obtain anysuch approvals,if required,could have a material adverse effect on our business,operating results and reputationas well as the trading price of our or

205、dinary shares,and could also create uncertainties for this offering and affectour ability to offer or continue to offer securities to investors outside China.”beginning on page 26;PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmentalcontrol o

206、f currency conversion may delay us from using the proceeds of this offering to make loans or additionalcapital contributions to our PRC subsidiaries,which could materially and adversely affect our liquidity and ourability to fund and expand our business.See“Risk Factors Risks Related to Doing Busine

207、ss in China PRCregulation of loans to and direct investment in PRC entities by offshore holding companies and governmentalcontrol of currency conversion may delay us from using the proceeds of this offering to make loans or additionalcapital contributions to our PRC subsidiaries,which could material

208、ly and adversely affect our liquidity and ourability to fund and expand our business”beginning on page 30;We rely on dividends and other distributions on equity paid by our subsidiaries to fund offshore cash and financingrequirements and any limitation on the ability of our PRC subsidiaries to trans

209、fer cash out of China and/or makeremittance to pay dividends to us could limit our ability to access cash generated by the operations of thoseentities.See“Risk Factors Risks Related to Doing Business in China We rely on dividends and otherdistributions on equity paid by our subsidiaries to fund offs

210、hore cash and financing requirements and anylimitation on the ability of our PRC subsidiaries to transfer cash out of China and/or make remittance to paydividends to us could limit our ability to access cash generated by the operations of those entities.”beginning onpage 31;and Our ordinary shares m

211、ay be delisted under the HFCA Act if the PCAOB is unable to inspect our auditor.Thedelisting of our ordinary shares,or the threat of their being delisted,may materially and adversely affect the valueof your investment.On December 29,2022,the Consolidated Appropriations Act,2023(the“CAA”)was signedin

212、to law by President Biden.The CAA,among other things,reduced the number of consecutive non-inspectionyears required for triggering the prohibitions under the HFCAA as it was originally passed from three years totwo,and thus,reduced the time before our shares may be prohibited from trading or deliste

213、d.See“Risk Factors Risks Related to Doing Business in China Our ordinary shares may be delisted under the HFCA Act if thePCAOB is unable to inspect our auditors.The delisting of our ordinary shares,or the threat of their beingdelisted,may materially and adversely affect the value of your investment.

214、”beginning on page 34.6 Risks Related to Our Business and Industry Risks and uncertainties related to our business and industry include,but are not limited to,the following:Our business,financial condition and results of operations may be materially and adversely affected if we areunable to attract

215、and retain customers and maintain satisfactory customer experience.See“Risk Factors RisksRelated to Our Business and Industry Our business,financial condition and results of operations may bematerially and adversely affected if we are unable to attract and retain customers and maintain satisfactoryc

216、ustomer experience.”beginning on page 36;If we cannot manage the growth of our business or execute our strategies effectively,our business and prospectsmay be materially and adversely affected.See“Risk Factors Risks Related to Our Business and Industry Ifwe cannot manage the growth of our business o

217、r execute our strategies effectively,our business and prospects maybe materially and adversely affected.”beginning on page 36;If we fail to introduce digital solutions or services in a manner that responds to the evolving needs of customers,our business may be adversely affected.See“Risk Factors Ris

218、ks Related to Our Business and Industry If wefail to introduce digital solutions or services in a manner that responds to the evolving needs of customers,ourbusiness may be adversely affected.”beginning on page 37;If we fail to improve and enhance the functionality,performance,reliability,design,sec

219、urity and scalability of ourplatform,our business may be adversely affected.See“Risk Factors Risks Related to Our Business andIndustry If we fail to improve and enhance the functionality,performance,reliability,design,security andscalability of our platform,our business may be adversely affected.”be

220、ginning on page 37;We are exposed to fluctuations in the supply of,or demand for,primarily chemical and plastic raw materials,inside and outside of China,along with the conditions underlying such fluctuations,which could adversely affectthe trading volume and price of the products available on our p

221、latform.See“Risk Factors Risks Related to OurBusiness and Industry We are exposed to fluctuations in the supply of,or demand for,primarily chemical andplastic raw materials,inside and outside of China,along with the conditions underlying such fluctuations,whichcould adversely affect the trading volu

222、me and price of the products available on our platform.”beginning on page37;We are reliant on suppliers for the supply of products.If we fail to maintain good relationships with them,or reachreasonable terms,our business and financial performance may be materially and adversely affected.See“RiskFact

223、ors Risks Related to Our Business and Industry We are reliant on suppliers for the supply of products.Ifwe fail to maintain good relationships with them,or reach reasonable terms,our business and financialperformance may be materially and adversely affected.”beginning on page 39;We are subject to ri

224、sks relating to the fulfillment of products,including hazardous products such as hazardouschemicals,offered on our platform.See“Risk Factors Risks Related to Our Business and Industry We aresubject to risks relating to the fulfillment of products.”beginning on page 39 and“Risk Factors Risks Related

225、toOur Business and Industry We are subject to risks relating to the fulfillment of hazardous products,such ashazardous chemicals,offered on our platform.”beginning on page 40;7 We are subject to risks related to construction of our polystyrene factory in Henan Province,China.See“RiskFactors Risks Re

226、lated to Our Business and Industry We are subject to risks related to construction of ourpolystyrene factory in Henan Province,China.”beginning on page 41;We are in the process of obtaining certificates for our polystyrene factory in Henan Province,China.If we fail toobtain any of them,our business

227、may be materially and adversely affected.See“Risk Factors Risks Related toOur Business and Industry We are in the process of obtaining certificates for our polystyrene factory in HenanProvince,China.If we fail to obtain any of them,our business may be materially and adversely affected.”beginning on

228、page 41;Volatility in commodity prices and changes in energy costs and the cost of raw materials used in the products soldon our platform may adversely affect gross margins and our results of operations.See“Risk Factors RisksRelated to Our Business and Industry Volatility in commodity prices and cha

229、nges in energy costs and the cost ofraw materials used in the products sold on our platform may adversely affect gross margins and our results ofoperations.”beginning on page 48;Our debt may restrict our operations,and cash flows and capital resources may be insufficient to make requiredpayments on

230、our substantial indebtedness and future indebtedness.See“Risk Factors Risks Related to OurBusiness and Industry Our debt may restrict our operations,and cash flows and capital resources may beinsufficient to make required payments on our substantial indebtedness and future indebtedness.”beginning on

231、page 48;If we cannot effectively and properly collect payment from our customers,our business and operations may bematerially and adversely affected.See“Risk Factors Risks Related to Our Business and Industry If wecannot effectively and properly collect payment from our customers,our business and op

232、erations may bematerially and adversely affected.”beginning on page 53;We have identified a material weakness in our internal control over financial reporting.If we do not adequatelyremediate the material weakness,or if we experience additional material weakness in the future or otherwise failto mai

233、ntain effective internal controls,we may not be able to accurately or timely report our financial condition orresults of operations,or comply with the accounting and reporting requirements applicable to public companies,which may adversely affect investor confidence in us and the market price of our

234、 ordinary shares.See“RiskFactors Risks Related to Our Business and Industry We have identified a material weakness in our internalcontrol over financial reporting.If we do not adequately remediate the material weakness,or if we experienceadditional material weakness in the future or otherwise fail t

235、o maintain effective internal controls,we may not beable to accurately or timely report our financial condition or results of operations,or comply with the accountingand reporting requirements applicable to public companies,which may adversely affect investor confidence in usand the market price of

236、our ordinary shares.”beginning on page 57;There is substantial doubt about our ability to continue as a going concern.See“Risk Factors Risks Related toOur Business and Industry There is substantial doubt about our ability to continue as a going concern.”We will be a“controlled company”as defined und

237、er the Nasdaq Listing Rules.Although we do not intend to relyon the“controlled company”exemption under the Nasdaq Listing Rules,we could elect to rely on this exemptionin the future and you will not have the same protection afforded to shareholders of companies that are subject tothese corporate gov

238、ernance requirements.See“Risk Factors Risks Related to Our Business and Industry Wewill be a“controlled company”as defined under the Nasdaq Listing Rules.Although we do not intend to rely onthe“controlled company”exemption under the Nasdaq Listing Rules,we could elect to rely on this exemption inthe

239、 future and you will not have the same protection afforded to shareholders of companies that are subject tothese corporate governance requirements.”beginning on page 65.8 Risks Related to this Offering and Ownership of our Ordinary Shares In addition to the risks and uncertainties described above,we

240、 are subject to risks relating to ordinary shares and thisoffering,including,but not limited to,the following:An active trading market for our ordinary shares or our ordinary shares may not develop and the trading price forour ordinary shares may fluctuate significantly.See“Risk Factors Risks Relate

241、d to this Offering and Ownershipof our Ordinary Shares An active trading market for our ordinary shares or our ordinary shares may notdevelop and the trading price for our ordinary shares may fluctuate significantly”beginning on page 60;Nasdaq may apply additional and more stringent criteria for our

242、 initial and continued listing because we plan tohave a small public offering and insiders will hold a large portion of our listed securities.See“Risk Factors Risks Related to this Offering and Ownership of our Ordinary Shares Nasdaq may apply additional and morestringent criteria for our initial an

243、d continued listing because we plan to have a small public offering and insiderswill hold a large portion of our listed securities”beginning on page 60;The trading price of our ordinary shares may be volatile,which could result in substantial losses to investors.See“Risk Factors Risks Related to thi

244、s Offering and Ownership of our Ordinary Shares The trading price of ourordinary shares may be volatile,which could result in substantial losses to investors”beginning on page 61;Certain recent initial public offerings of companies with public floats comparable to our anticipated public floathave ex

245、perienced extreme volatility that was seemingly unrelated to the underlying performance of the respectivecompany.We may experience similar volatility,which may make it difficult for prospective investors to assess thevalue of our ordinary shares.See“Risk Factors Risks Related to this Offering and Ow

246、nership of OrdinaryShares Certain recent initial public offerings of companies with public floats comparable to our anticipatedpublic float have experienced extreme volatility that was seemingly unrelated to the underlying performance of therespective company.We may experience similar volatility,whi

247、ch may make it difficult for prospective investors toassess the value of our ordinary shares”beginning on page 62;and Because the initial public offering price is substantially higher than the pro forma net tangible book value pershare,you will experience immediate and substantial dilution.See“Risk

248、Factors Risks Related to this Offeringand Ownership of our Ordinary Shares Because the initial public offering price is substantially higher than thepro forma net tangible book value per share,you will experience immediate and substantial dilution”beginningon page 63.Recent Regulatory Developments i

249、n China Recently,the PRC government initiated a series of regulatory actions and made a number of public statements on theregulation of business operations in China with little advance notice,including cracking down on illegal activities in thesecurities market,enhancing supervision over China-based

250、 companies listed overseas,adopting new measures to extend thescope of cybersecurity reviews,and expanding efforts in anti-monopoly enforcement.Among other things,the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors(the“M&A Rules”)and the Anti-Monopoly Law of the

251、Peoples Republic of China promulgated by the SCNPC which was recentlyamended on June 24,2022 and came into effect on August 1,2022(“Anti-Monopoly Law”),established additional proceduresand requirements that could make merger and acquisition activities by foreign investors more time-consuming and com

252、plex.Such regulation requires,among other things,that the Ministry of Commerce of the Peoples Republic of China(the“MOFCOM”)be notified in advance of any change-of-control transaction in which a foreign investor acquires control of a PRCdomestic enterprise or a foreign company with substantial PRC o

253、perations,if certain thresholds under the Provisions of the StateCouncil on the Standard for Declaration of Concentration of Business Operators,issued by the State Council in 2008 and lastamended in 2018,are triggered.Moreover,the Anti-Monopoly Law requires that transactions which involve the nation

254、alsecurity,the examination on the national security shall also be conducted according to the relevant provisions of the Measuresfor the Safety Examination of Foreign Investment.In addition,the PRC Measures for the Security Review of Foreign Investmentwhich became effective in January 2021 require ac

255、quisitions by foreign investors of PRC companies engaged in military-related or certain other industries that are crucial to national security be subject to security review before consummation of anysuch acquisition.9 On July 6,2021,the relevant PRC government authorities made public the Opinions on

256、 Strictly Cracking Down IllegalSecurities Activities in Accordance with the Law.These opinions emphasized the need to strengthen the administration overillegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effectivemeasures,such as promo

257、ting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies.Pursuant to the Opinions,Chinese regulators are required to accelerate rulemaking related tothe overseas issuance and listing of securities,and update the existing

258、 laws and regulations related to data security,cross-borderdata flow,and management of confidential information.Numerous regulations,guidelines and other measures are expected to beadopted under the umbrella of or in addition to the Cybersecurity Law of the Peoples Republic of China(the“Cybersecurit

259、yLaw”),which were promulgated on November 7,2016 and became effective on June 1,2017,and Data Security Law of thePeoples Republic of China(the“Data Security Law”),which were promulgated on June 10,2021 and became effective onSeptember 1,2021.As of the date of this prospectus,no official guidance or

260、related implementation rules have been issued yetand the interpretation of these opinions remains unclear at this stage.See“Risk Factors Risks Related to Doing Business inChina Any requirement to obtain prior approval under the M&A Rules and/or any other regulations promulgated by relevantPRC regula

261、tory agencies in the future could delay this offering and failure to obtain any such approvals,if required,could havea material adverse effect on our business,operating results and reputation as well as the trading price of our ordinary shares,and could also create uncertainties for this offering an

262、d affect our ability to offer or continue to offer securities to investorsoutside China”on page 26.In addition,on July 10,2021,the Cyberspace Administration of China(the“CAC”)issued the Measures forCybersecurity Review(Revision Draft for Comments)for public comments,which propose to authorize the re

263、levant governmentauthorities to conduct cybersecurity review on a range of activities that affect or may affect national security,including listingsin foreign countries by companies that possess the personal data of more than one million users.On December 28,2021,theMeasures for Cybersecurity Review

264、(2021 version)which were promulgated and became effective on February 15,2022,provide that any“online platform operators”controlling personal information of more than one million users which seeks to listin a foreign stock exchange should also be subject to cybersecurity review.The Measures for Cybe

265、rsecurity Review(2021version),further list the factors to be considered when assessing the national security risks of the relevant activities,including,among others,(i)the risk of core data,important data or a large amount of personal information being stolen,leaked,destroyed,and illegally used or e

266、xited the country;and(ii)the risk of critical information infrastructure,core data,important data or a largeamount of personal information being affected,controlled,or maliciously used by foreign governments after listing abroad.TheCAC has said that under the new rules,companies holding data on more

267、 than 1,000,000 users must now apply for cybersecurityapproval when seeking listings in other nations because of the risk that such data and personal information could be“affected,controlled,and maliciously exploited by foreign governments.”The cybersecurity review will also look into the potentialn

268、ational security risks from overseas IPOs.On July 7,2022,the CAC promulgated the Data Outbound Transfer Security Assessment Measures(the“SecurityAssessment Measures”),which became effective on September 1,2022.The Security Assessment Measures provide that,amongothers,data processors shall apply to c

269、ompetent authorities for security assessment when(1)the data processors transferringimportant data abroad;(2)a critical information infrastructure operator and personal information processor that has processedpersonal information of more than one million people,transferring personal information abro

270、ad;(3)a data processor who hasprovided personal information of 100,000 individuals or sensitive personal information of 10,000 individuals to overseasrecipients,in each case as calculated cumulatively,since January 1 of the last year,and(4)other circumstances where thesecurity assessment of data cro

271、ss-border transfer is required as prescribed by the CAC.10 Mobile internet applications and the internet application store are specifically regulated by the AdministrativeProvisions on Mobile Internet Application Information Services(the“Mobile Application Administrative Provisions”)whichwere promul

272、gated by the CAC on June 28,2016,effective on August 1,2016 and lastly amended on June 14,2022 and effectiveon August 1,2022.Pursuant to the Mobile Application Administrative Provisions,application information service providersshall obtain the relevant qualifications prescribed by laws and regulatio

273、ns,strictly implement their information contentadministrator responsibilities and carry out certain duties,including authenticate the real identity information of users,establishand complete information content inspection and management mechanisms,fulfill the data security protection obligations and

274、regulate personal information processing activities.Furthermore,internet application information service providers shall signservice agreements with registered users,to determinate both sides rights and obligations.The promulgation of the above-mentioned laws and regulations indicates heightened reg

275、ulatory scrutiny from PRCregulatory authorities in areas such as data security and personal information protection.In the opinion of Jingtian&Gongcheng,our PRC legal counsel,neither Texxon nor any of its PRC Subsidiaries issubject to the cybersecurity review,reporting or other permission requirement

276、s by the CAC under the applicable PRCcybersecurity laws and regulations with respect to the offering of Texxons securities or the business operations of Texxons PRCSubsidiaries,because neither Texxon nor any of its PRC Subsidiaries qualifies as a critical information infrastructure operator orhas co

277、nducted any data processing activities that affect or may affect national security or holds personal information of morethan one million users.As of the date of this prospectus,neither Texxon nor any of its PRC Subsidiaries has been required byany PRC governmental authority to apply for cybersecurit

278、y review,nor have Texxon or any of its PRC Subsidiaries received anyinquiry,notice,warning,sanction in such respect or been denied permission from any PRC regulatory authority to list on U.S.exchanges.On February 17,2023,the CSRC released the Trial Measures,effective March 31,2023.The Trial Measures

279、 apply tooverseas securities offerings and/or listings conducted by(i)companies incorporated in the PRC(“PRC domestic companies”),directly and(ii)companies incorporated overseas with operations primarily in the PRC and valued on the basis of interests inPRC domestic companies(the“indirect offerings”

280、).An equity or equity linked securities offering by an overseas company willbe deemed an indirect offering if(i)more than 50%of such overseas companys consolidated revenues,profit,total assets or netassets that are derived from its audited consolidated financial statements for the most recently comp

281、leted fiscal year areattributable to PRC domestic companies,and(ii)any of the following three circumstances applies:its operations are carried outin the PRC;its principal places of business are located in the PRC;or the majority of the senior management members in chargeof operation and management a

282、re PRC citizens or residents.The determination will be made on the basis of“substance overform.”The Trial Measures requires(1)the filings of the overseas offering and listing plan by the PRC domestic companies withthe CSRC within three business days after the relevant application is submitted overse

283、as regulatory authorities or stockexchanges,and(2)the filing of their underwriters with the CSRC within ten business days after signing its first engagementagreement for such business and the submission of an annual report on its business activities in the previous year associated withthe overseas s

284、ecurities offering and listing by PRC domestic companies to the CSRC no later than January 31 of each year.On the same day,the CSRC also held a press conference for the release of the Trial Measures and issued the Notice onOverseas Filing,which,among others,clarifies that:(i)on or prior to the effec

285、tive date of the Trial Measures,the PRC domesticcompanies that have already submitted valid applications for overseas offering and listing but have not obtained approval fromoverseas regulatory authorities or stock exchanges may reasonably arrange the timing for submitting their filing applicationsw

286、ith the CSRC,and should complete the filing before the completion of their overseas offering and listing;(ii)a six-monthtransition period will be granted to PRC domestic companies which,prior to the effective date of the Trial Measures,havealready obtained the approval from overseas regulatory autho

287、rities or stock exchanges(such as the completion of registration inthe market of the United States),but have not completed the indirect overseas listing;and follow-on offerings of such companieswill need to comply with the Trial Measures.11 In the opinion of our PRC counsel,Jingtian&Gongcheng,as our

288、 PRC subsidiaries accounted for more than 50%of ourconsolidated revenues,profit,total assets or net assets for the fiscal years ended June 30,2023 and 2022,and substantially all ofour operations are carried out in the PRC,this offering will be considered an indirect offering and we are subject to th

289、e filingrequirements under the Trial Measures.As of the date of this prospectus,we have submitted our filings with the CSRC inconnection with this offering.However,since the Trial Measures were newly promulgated,its interpretation,application andenforcement remain unclear.It is uncertain whether we

290、could complete the filing procedure in a compliant and timely manner,orat all.According to the Trail Measures,where a domestic company fails to fulfill filing procedure or in violation of theprovisions as stipulated above,in respect of its overseas offering and listing,the CSRC shall order rectifica

291、tion,issue warningsto such domestic company,and impose a fine ranging from RMB1,000,000 to RMB10,000,000.Also the directly responsibleperson-in-charge and other directly responsible persons of such domestic company may be warned and imposed fines rangingfrom RMB500,000 to RMB5,000,000,and the contro

292、lling shareholders and the actual controllers of such domestic company thatorganize or instruct the aforementioned violations,or conceals the relevant matters leading to the occurrence of theaforementioned violations,shall be imposed fines,ranging from RMB1,000,000 to RMB10,000,000.The Trial Measure

293、s may subject us to additional compliance requirement in the future,and we cannot assure you thatwe will be able to get the clearance of filing procedures under the Trial Measures on a timely basis,or at all.Any actions by thePRC government to exert more oversight and control over offerings that are

294、 conducted overseas and foreign investment inChina-based issuers or any failure of us to fully comply with new regulatory requirements may significantly limit or completelyhinder our ability to offer or continue to offer our ordinary shares,cause significant disruption to our business operations,and

295、severely damage our reputation,which would materially and adversely affect our financial condition and results of operationsand cause our ordinary shares to significantly decline in value or become worthless.In the opinion of our PRC counsel,Jingtian&Gongcheng,as of the date of this prospectus,excep

296、t for those licensesand permissions held by our PRC subsidiaries set forth in the table below under”Regulatory Permissions”and the filingrequirements of the CSRC under the Trial Measures,neither Texxon nor any of its subsidiaries is currently required to obtainregulatory approvals or permissions fro

297、m the CSRC,the CAC,or any other relevant PRC regulatory authorities for theirbusiness operations,our offering(including the sales of securities to foreign investors)and our listing in the U.S.under anyexisting PRC law,regulations or rules,nor have we received any inquiry,notice,warning,sanctions or

298、regulatory objection toour business operations,our offering and listing in the U.S.from the CSRC,the CAC,or other PRC regulatory authorities.Wehave been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC,the CAC orother PRC regulatory authorities requ

299、ired for our business operations and overseas listings,including this offering.However,there remains uncertainty as to the enactment,interpretation and implementation of regulatory requirementsrelated to overseas securities offerings and other capital markets activities.The PRC government may take a

300、ctions to exert moreoversight and control over offerings by China-based issuers conducted overseas and/or foreign investment in such companies,which could significantly limit or completely hinder our ability to offer or continue to offer securities to investors outside Chinaand cause the value of ou

301、r securities to significantly decline or become worthless.If it is determined in the future that additionalapproval or permissions of the CSRC,the CAC or any other regulatory authority is required for the business operations and thisoffering and we do not receive or maintain the approvals or permiss

302、ions,or we inadvertently conclude that such approvals orpermissions are not required,or applicable laws,regulations,or interpretations change such that we are required to obtainapprovals or permissions in the future,we may be subject to investigations by competent regulators,fines or penalties,order

303、edto suspend our relevant operations and rectify any non-compliance,limit our ability to pay dividends outside of China,delay orrestrict the repatriation of the proceeds from this offering into China or take other actions prohibited from engaging in relevantbusiness or conducting any offering,and th

304、ese risks could result in a material adverse change in our operations,significantlylimit or completely hinder our ability to offer or continue to offer securities to investors,or cause such securities to significantlydecline in value or become worthless.The CSRC,the CAC or other PRC regulatory agenc

305、ies may also take actions requiring us,or making it advisable for us,to halt this offering before settlement and delivery of our ordinary shares.Consequently,if you engage in market trading or otheractivities in anticipation of and prior to settlement and delivery,you do so at the risk that settleme

306、nt and delivery may not occur.See“Risk Factors Risks Related to Doing Business in China The approval of the CSRC,the CAC,or other PRC regulatoryagencies may be required in connection with this offering under a PRC regulation or any new laws,rules or regulations to beenacted,and if required,we cannot

307、 assure you that we will be able to obtain such approval”on page 18 and“RiskFactors Risks Related to Doing Business in China The PRC government exerts substantial influence over the manner inwhich we conduct our business activities.The PRC government may also intervene or influence our operations at

308、 any time ormay exert more control over offerings conducted overseas and/or foreign investment in China-based issuers,such as us,whichcould result in a material change in our operations and our ordinary shares could decline in value or become worthless.”onpage 23.12 Regulatory Permissions As of the

309、date of this prospectus,we and our PRC subsidiaries have received from PRC authorities all requisitelicenses,permissions or approvals needed to engage in the businesses currently conducted in China,and no permission orapproval has been denied.Such licenses and permissions include Business License,Re

310、cord Registration Form for Foreign TradeBusiness Operators,and Certificate of the Customs of the Peoples Republic of China on Registration of a Customs DeclarationEntity.The following table provides details on the licenses and permissions held by our PRC subsidiaries.Company License/Permission Issui

311、ng Authority ValidityZhejiang Net Plastic Technology Co.,Ltd.Business License Record Registration Formfor Foreign Trade BusinessOperators Certificate of the Customsof the Peoples Republic ofChina on Registration of aCustoms Declaration Entity Ningbo Market Supervisionand Administration Bureau Yuyao

312、Bureau ofCommerce Yuyao Customs Long-term Permits for Trading inHazardous Chemicals Bureau of EmergenceManagement of Ningbo February 23,2022 toFebruary 22,2025Qingdao Zhongguang Yiyun SupplyChain Management Co.,Ltd.Business License Permits for Trading inHazardous Chemicals Qingdao AdministrativeExam

313、ination and ApprovalService Bureau Bureau of EmergenceManagement of LaoshanDistrict,Qingdao City Long-term September 13,2023 toSeptember 12,2026Anhui Zhongke Net Plastic TechnologyCo.,Ltd.Business License Hefei Market SupervisionAdministration Long-termNet Plastic(Ningbo)Supply ChainManagement Co.,L

314、td.Business License Record Registration Formfor Foreign Trade BusinessOperators Certificate of the Customsof the Peoples Republic ofChina on Registration of aCustoms Declaration Entity Yuyao Market SupervisionAdministration Yuyao Bureau ofCommerce Yuyao Customs Long-termJiangsu Net Plastic Supply Ch

315、ainManagement Co.,Ltd.Business License Haimen AdministrativeExamination and ApprovalService Bureau Long-termNet Plastic Technology(Henan)Co.,Ltd.(“Net Plastic Henan”)Business License Long-term Henan Net Plastic Supply ChainManagement Co.,Ltd.Business License Taiqian Market SupervisionAdministration

316、Long-termHenan Net Plastic New MaterialTechnology Co.,Ltd.(“Net PlasticNew Material”)Business License Taiqian Market SupervisionAdministration Long-termHenan Net Plastic ChemicalDistribution Co.,Ltd.Business License Taiqian Market SupervisionAdministration Long-term In the opinion of our PRC counsel

317、,Jingtian&Gongcheng,except for the overseas listing filing requirements from theCSRC as required by the Trial Measures,neither we nor any of our PRC subsidiaries is currently required to obtain regulatoryapproval from Chinese authorities before listing in the U.S.under any existing PRC law,regulatio

318、ns or rules,including from theCSRC,CAC,or any other relevant Chinese regulatory agencies that is required for our operations or this offering(includingoffering securities to foreign investors).As of the date of this prospectus,we have not received any inquiry,notice,warning,sanctions or regulatory o

319、bjection to this offering from the CSRC,CAC or other PRC governmental authorities.13 However,there remains uncertainty as to the enactment,interpretation and implementation of regulatory requirementsrelated to overseas securities offerings and other capital markets activities.If it is determined in

320、the future that the approval ofthe CSRC,the CAC or any other regulatory authority is required for our operations or this offering,we may face sanctions bythe CSRC,the CAC or other PRC regulatory agencies.These regulatory agencies may impose fines and penalties on ouroperations in China,limit our abi

321、lity to pay dividends outside of China,limit our operations in China,delay or restrict therepatriation of the proceeds from this offering into China or take other actions that could have a material adverse effect on ourbusiness,financial condition,results of operations and prospects,as well as the t

322、rading price of our securities.See“Risk Factors Risks Related to Doing Business in China Any requirement to obtain prior approval under the M&A Rules and/or any otherregulations promulgated by relevant PRC regulatory agencies in the future could delay this offering and failure to obtain anysuch appr

323、ovals,if required,could have a material adverse effect on our business,operating results and reputation as well as thetrading price of our ordinary shares,and could also create uncertainties for this offering and affect our ability to offer orcontinue to offer securities to investors outside China”o

324、n page 26.Furthermore,the PRC government may take actions to exertmore oversight and control over offerings by China based issuers conducted overseas and/or foreign investment in suchcompanies,which could significantly limit or completely hinder our ability to offer or continue to offer securities t

325、o investorsoutside China and cause the value of our securities to significantly decline or become worthless.See“Risk Factors RisksRelated to Doing Business in China The PRC government exerts substantial influence over the manner in which we conductour business activities.The PRC government may also

326、intervene or influence our operations at any time or may exert morecontrol over offerings conducted overseas and/or foreign investment in China-based issuers,such as us,which could result in amaterial change in our operations and our ordinary shares could decline in value or become worthless”on page

327、 23.In the opinion of our Hong Kong counsel,Benson Li&Co.Solicitors,as our Hong Kong subsidiary is a holdingcompany with no business operations since its incorporation,neither our Hong Kong subsidiary is currently required to obtainregulatory approval from the Hong Kong government for our overseas l

328、isting plan in the U.S.,nor is our Hong Kong subsidiaryrequired to obtain any specific license or permission for its incorporation and activities in Hong Kong,other than a generalbusiness registration certificate,which is current as of the date of this prospectus.As advised by our Hong Kong counsel,

329、Benson Li&Co.Solicitors,as of the date of this prospectus,the relevant datasecurity and anti-monopoly laws and ordinance in Hong Kong,i.e.,the Personal Data(Privacy)Ordinance(Chapter 486 of TheLaws of Hong Kong)and the Competition Ordinance(Chapter 619 of The Laws of Hong Kong),are not applicable to

330、 our HKsubsidiary which is solely a holding company with no operations since inception and therefore have no impact on our ability toconduct our business,accept foreign investment or listing on an U.S.exchange.Furthermore,there are currently no regulatoryactions related to data security or anti-mono

331、poly concerns in Hong Kong that may impact our ability to conduct our business,accept foreign investment or list on a U.S./foreign exchange,and our Hong Kong subsidiary has not received any inquiry,notice,warning or sanctions regarding our planned overseas listing from the Hong Kong government.Impli

332、cations of Being an Emerging Growth Company We had less than$1.235 billion in revenue during our last fiscal year.As a result,we qualify as an“emerging growthcompany”as defined in the Jumpstart Our Business Startups Act of 2012(the“JOBS Act”),and may take advantage of reducedpublic reporting require

333、ments.These provisions include,but are not limited to:being permitted to present only two years of audited financial statements and only two years of relatedManagements Discussion and Analysis of Financial Condition and Results of Operations in our filings with theSEC;not being required to comply with the auditor attestation requirements in the assessment of our internal control overfinancial repo