《朴荷生物（PHH）美股IPO上市招股说明书（338页）.pdf》由会员分享，可在线阅读，更多相关《朴荷生物（PHH）美股IPO上市招股说明书（338页）.pdf（383页珍藏版）》请在三个皮匠报告上搜索。

1、F-1 1 ea0204138-05.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on August 26,2024.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_Park Ha Biological Technology

2、Co.,Ltd.(Exact name of registrant as specified in its charter)_Not Applicable(Translation of Registrants Name into English)_Cayman Islands 5990 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification

3、 Number)901&901-2,Building CPhase 2,Wuxi International Life Science Innovation Campus196 Jinghui East RoadXinwu District,Wuxi,Jiangsu ProvincePeoples Republic of China 214000+86 400 012 7562(Address,including zip code,and telephone number,including area code,of principalexecutive offices)_Cogency Gl

4、obal Inc.122 East 42nd Street,18th FloorNew York,NY 10168+1(212)947-7200(Name,address,including zip code,and telephone number,including area code,ofagent for service)_Copies to:William S.Rosenstadt,Esq.Mengyi“Jason”Ye,Esq.Grace Bai,Esq.Ortoli Rosenstadt LLP366 Madison Avenue,3rdFloorNewYork,NY10017T

5、elephone:+1(212)588-0022 Ying Li,Esq.Guillaume de Sampigny,Esq.Hunter Taubman Fischer&Li LLC950 Third Avenue,19th FloorNew York,NY 10022Telephone:+1 212-530-2206_Approximate date of commencement of proposed sale to public:As soon as practicable after theeffective date of this Registration Statement.

6、If any securities being registered on this Form are to be offered on a delayed or continuousbasis pursuant to Rule415 under the Securities Act,check the following box.If this Form is filed to register additional securities for an offering pursuant toRule 462(b)under the Securities Act,check the foll

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

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

9、atement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined inRule405 of the Securities Actof1933.Emerging growth companyIf an emerging growth company that prepares its financial statements in accordance withU.S.GAAP,indicate by check mark if

10、the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant toSection7(a)(2)(B)of the Securities Act.The registrant hereby amends this registration statement on such date or dates asmay be necessary to del

11、ay its effective date until the registrant shall file afurther amendment which specifically states that this registration statement shallthereafter become effective in accordance with Section 8(a)of the SecuritiesActof1933,as amended,or until the registration statement shall become effectiveon such

12、date as the Securities and Exchange Commission,acting pursuant to suchSection8(a),may determine.Table of ContentsThe information in this prospectus is not complete and may be changed.We will notsell these securities until the registration statement filed with the U.S.Securitiesand Exchange Commissio

13、n is effective.This prospectus is not an offer to sell thesesecurities and it is not soliciting an offer to buy these securities in any statewhere the offer or sale is not permitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION,DATED AUGUST 26,2024Park Ha Biological Technology Co.,Ltd.1,200,000Ordina

14、ry SharesThis is an initial public offering,on a firm commitment basis,of 1,200,000ordinary shares,par value$0.00002 per share(“Ordinary Shares”)of Park HaBiological Technology Co.,Ltd.(“Park Ha Cayman”),a Cayman Islands exemptedcompany.Prior to this offering,there has been no public market for our

15、OrdinaryShares.We expect the initial public offering price will be between$5.00 and$7.00per Ordinary Share.This offering is contingent upon us listing our OrdinaryShareson Nasdaq or another national exchange.There is no guarantee or assurancethat our Ordinary Shareswill be approved for listing on th

16、eNasdaq Capital Marketor another national exchange.We have applied to list our Ordinary Shares on theNasdaq Capital Market under the symbol“PHH”.We cannot assure you that ourapplication will be approved;however,if it is not approved,we will not completethis offering.You are purchasing an interest in

17、 Park Ha Cayman,a Cayman Islands exemptedcompany and a holding company that does not engage in any operations of its own.Jiangsu Park Ha Biological Technology Co.,Ltd.(“Park Ha Jiangsu”),Shanghai ParkHa Industrial Development Co.,Ltd.(“Park Ha Shanghai”),and Wuxi XinzhanEnterprise Management Consult

18、ing Co.,Ltd.(“Xinzhan,”and collectively with Park HaJiangsu and Park Ha Shanghai,the“Operating Subsidiaries”)are indirectsubsidiaries of Park Ha Cayman and conduct operations in China.Investors will not,and may never,directly hold equity interests in our Operating Subsidiaries.Park HaCayman controls

19、 the Operating Subsidiaries through equity ownership.Any referencesto“Park Ha”are to Park Ha Cayman,the ultimate holding company,and any referencesto“we”,“us”,“our Company,”“the Company,”or“our”are to Park Ha Caymanand,in the context of describing our operations and consolidated financialinformation

20、,to Park Ha Cayman and its subsidiaries.For more details regarding therisks regarding the Companys holding company structure,please refer to“ProspectusSummaryCorporate History and Structure”,“Corporate History and Structure”and“Risk FactorRisks related to Doing Business in the PRCPark Ha Caymanis a

21、holding company and its ability to pay dividends is primarily dependent upon theearnings of,and distributions by,the Operating Subsidiaries”on page29 of theprospectus.Unless otherwise indicated,all share amounts and per share amounts in thisprospectus have been presented giving effect to a forward s

22、plit of our OrdinaryShares at a ratio of 1-for-5,approved by our shareholders on June 29,2024.As aresult,as of the date of this prospectus,we are authorized to issue 2,500,000,000Ordinary Shares and we have 25,000,000 Ordinary Shares issued and outstanding.Investors are cautioned that you are not bu

23、ying shares of a China-basedoperating company but instead are buying shares of a Cayman Islandsholding company with operations conducted by our subsidiaries based inChina.For more details,see“Risk FactorsRisks related to doing Business inthe PRC.”Park Ha Cayman may rely on dividends and other distri

24、butions on equity paid bythe Operating Subsidiaries for its working capital and cash needs,including thefunds necessary:(i)to pay dividends or cash distributions to its shareholders,(ii)to service any debt obligations,and(iii)to pay operating expenses.If theOperating Subsidiaries incur debt on their

25、 own behalf in the future,the instrumentsgoverning such debt may restrict their ability to pay dividends to Park Ha Cayman.Asof the date of this prospectus,no dividends,distributions or transfers have beenmade between Park Ha Cayman and its Operating Subsidiaries.Nor has Park Ha Caymanmade any divid

26、ends or other distributions to its shareholders.In the future,cashproceeds raised from overseas financing activities,including this offering,may betransferred by Park Ha Cayman to the Operating Subsidiaries via capital contributionor shareholder loans,as applicable.To make loans to Park Ha Investmen

27、t(Wuxi)Co.,Ltd.(“WFOE”)or the OperatingSubsidiaries,according to Matters relating to the Macro-Prudential Management ofComprehensive Cross-BorderFinancing,or PBOC Circular 9 promulgated by the PeoplesBank of China(“PBOC”),the total cross-border financing of a company shall becalculated using a risk-

28、weightedapproach and shall not exceed the statutory foreigndebt upper limit.The statutory foreign debt upper limit shall be calculated ascapital or assets(for enterprises,net assets shall apply)multiplied by a cross-border financing leverage ratio and multiplied by a macro-prudential regulationparam

29、eter.The macro-prudentialregulation parameter is currentlyone,which may beadjusted by the PBOC and the State Administration of Foreign Exchange,or the SAFE,in the future,and the cross-borderfinancing leverage ratio is two for enterprises.Therefore,the statutory foreign debt upper limit of the loans

30、that a PRC company canborrow from foreign companies shall be calculated at two times the borrowers netassets.When WFOE and the Operating Subsidiaries jointly apply for borrowing foreigndebt,the upper limit of borrowing shall be two times of the net assets in theconsolidated financial statement,and t

31、he Operating Subsidiaries shall make acommitment to refrain from borrowing foreign debt in their own respective names.Table of ContentsUnder existing PRC foreign exchange regulations,payment of current accountitems,such as profit distributions and trade and service-relatedforeign exchangetransaction

32、s,can be made in foreign currencies without prior approval from the SAFE,by complying with certain procedural requirements.Therefore,the OperatingSubsidiaries are able to pay dividends in foreign currencies to their parentcompanies and ultimately to Park Ha Cayman without prior approval from SAFE,su

33、bjectto the condition that the remittance of such dividends outside of the PRC complieswith certain procedures under PRC foreign exchange regulations,such as the overseasinvestment registrations by the shareholders of Park Ha Cayman or the ultimateshareholders of our corporate shareholders of Park H

34、a Cayman who are PRC residents.Approval from,or registration with,appropriate government authorities is,however,required where the RMB is to be converted into foreign currency and remitted out ofChina to pay capital expenses such as the repayment of loans denominated in foreigncurrencies.The PRC gov

35、ernment may also at its discretion restrict access in thefuture to foreign currencies for current account transactions.Current PRCregulations permit each Operating Subsidiaries to pay dividends to Park Ha Caymanonly out of its accumulated profits,if any,determined in accordance with Chineseaccountin

36、g standards and regulations.As of the date of this prospectus,there are norestrictions or limitations imposed by the HongKong government on the transfer ofcapital within,into and out of HongKong(including funds from HongKong to thePRC),except for transfer of funds involving money laundering and crim

37、inalactivities.Cayman Islands law prescribes that a company may only pay dividends outof its profits.The PRC has currency and capital transfer regulations that require the OperatingSubsidiaries to comply with certain requirements for the movement of capital.Park HaCayman is able to transfer cash(US

38、Dollars)to the Operating Subsidiaries through aninvestment(by increasing the Companys registered capital in a PRC subsidiary).TheCompanys subsidiaries within China can transfer funds to each other when necessarythrough the way of current lending.The transfer of funds among companies are subjectto th

39、e Provisions of the Supreme Peoples Court on Several Issues Concerning theApplication of Law in the Trial of Private Lending Cases(2020 Revision,the“Provisions on Private Lending Cases”),which was implemented on August20,2020 toregulate the financing activities between natural persons,legal persons

40、andunincorporated organizations.In the opinion of our PRC counsel,JiangsuJunjin LawFirm,the Provisions on Private Lending Cases does not prohibit using cash generatedfrom one subsidiary to fund another subsidiarys operations.We have not beennotified of any other restriction which could limit the Ope

41、rating Subsidiariesability to transfer cash to another PRC subsidiaries.In addition,under PRC law,each of our PRC subsidiaries is required to set asideat least 10%of its respective after-tax profits each year,if any,to fund certainstatutory reserve funds until such reserve funds reach 50%of its regi

42、stered capital.These reserves are not distributable as cash dividends.As a holding company,we may rely on dividends and other distributions on equitypaid by our subsidiaries,including those based in the PRC,for our cash andfinancing requirements.If any of our PRC subsidiaries incurs debt on its own

43、behalfin the future,the instruments governing such debt may restrict their ability to paydividends to us.Park Ha Cayman is permitted under the laws of the Cayman Islands toprovide funding to Park Ha HK through loans or capital contributions withoutrestrictions on the amount of the funds.Park Ha HK i

44、s permitted under the respectivelaws of Hong Kong to provide funding to Park Ha Cayman through dividend distributionwithout restrictions on the amount of the funds.There are no restrictions ondividends transfers from Hong Kong to the Cayman Islands.Current PRC regulationspermit our WFOE to pay divid

45、ends to the Company only out of its accumulated profits,if any,determined in accordance with Chinese accounting standards and regulations.To the extent cash or assets of our business is in Hong Kong,the Chinese governmentmay,in the future,impose restrictions or limitations on our ability to transfer

46、money into and out of Hong Kong,to distribute earnings and pay dividends to and fromand among our subsidiaries.Such restrictions and limitations,if imposed in thefuture,may delay or hinder the expansion of our business and may affect our abilityto receive funds from our subsidiary in Hong Kong.As of

47、 the date of this prospectus,there has not been any assets or cash transfer between Park Ha Cayman and any of itssubsidiaries or among any of its subsidiaries.There has not been any dividends ordistributions made by any subsidiaries to Park Ha Cayman or by Park Ha Cayman to itsshareholders.See“Prosp

48、ectus Summary Transfers of Cash to and from OurSubsidiaries”beginning on page 4 and“Consolidated Financial Statements”startingfrom page F-1.We intend to retain most,if not all,of our available funds and anyfuture earnings after this offering to the development and growth of the business inChina.We d

49、o not expect to pay dividends in the foreseeable future.Our managementmonitors the cash position of each entity within our organization regularly andprepare monthly budgets to ensure each entity has the necessary funds to fulfill itsobligation for the foreseeable future and to ensure adequate liquid

50、ity.In the eventthat there is any current or potential liquidity issue,it will be reported to ourChief Financial Officer and subject to approval by our board of directors,we willenter into an intercompany loan for the applicable subsidiary.Table of ContentsWe are subject to certain legal and operati

51、onal risks associated with having allbusiness operations in China and such risks could result in a material change in ouroperations.These risks may include changes in the legal,political,and economicpolicies of the Chinese government,the relations between China and theUnited States,and Chinese or Un

52、ited States regulations that may materially andadversely affect our business,financial condition,results of operations and themarket price of the Ordinary Shares.Any such changes could significantly limit orcompletely hinder our ability to offer or continue to offer securities to investorand could c

53、ause the value of offered securities to significantly decline or becomeworthless.The Chinese government may intervene or influence our operations at anytime.PRC laws and regulations governing our current business operations aresometimes vague and uncertain,and therefore,these risks may result in a m

54、aterialchange in our business operations and the value of our Ordinary Shares,or couldsignificantly limit or completely hinder our ability to offer or continue to offerour securities to investors and cause the value of such securities to significantlydecline or be worthless.Recently,the PRC governme

55、nt initiated a series ofregulatory actions and made statements to regulate business operations in China,withlittle advance notice,including cracking down on illegal activities in thesecurities market,adopting new measures to extend the scope of cybersecurityreviews,and expanding the efforts in anti-

56、monopoly enforcement.Since thesestatements and regulatory actions are new,it is highly uncertain how soonlegislative or administrative regulation making bodies will respond and what existingor new laws or regulations or detailed implementations and interpretations will bemodified or promulgated,if a

57、ny,and the potential impact such modified or new lawsand regulations will have on our daily business operation and Park Ha Caymansability to accept foreign investments and list on the Nasdaq Capital Market.Theserisks may cause significant depreciation of the value of our Ordinary Shares,or acomplete

58、 hinderance of our ability to offer or continue to offer our securities toinvestors.See“Risk Factors Risks Related to Doing Business in the PRC”beginning on page23.Our Ordinary Shares may be prohibited from trading on a national exchange underthe Holding Foreign Companies Accountable Act(the“HFCAA”)

59、if the Public CompanyAccounting Oversight Board(the“PCAOB”)is unable to inspect our auditors for twoconsecutiveyears beginning in 2021.On June22,2021,the U.S.Senate passed theAccelerating Holding Foreign Companies Accountable Act,and on December29,2022,alegislation entitled“Consolidated Appropriatio

60、ns Act,2023”(the“ConsolidatedAppropriations Act”)was signed into law by President Biden,which contained,amongother things,an identical provision to the Accelerating Holding Foreign CompaniesAccountable Act and amended the HFCAA by requiring the SEC to prohibit an issuerssecurities from trading on an

61、y U.S.stock exchanges if its auditor is not subject toPCAOB inspections for two consecutiveyears instead of three,thus reducing the timeperiod for triggering the prohibition on trading.On December 2,2021,the U.S.Securities and Exchange Commission(the“SEC”)adopted final amendments to its rules implem

62、enting the HFCAA.The rules apply toregistrants that the SEC identifies as having filed an annual report with an auditreport issued by a registered public accounting firm that is located in a foreignjurisdiction and that the PCAOB is unable to inspect or investigate(the“Commission-Identified Issuers”

63、)and require the Commission-Identified Issuersidentified by the SEC to submit documentation and make disclosures required under theHFCAA.In addition,the final amendments established procedures the SEC will followin(i)determining whether a registrant is a“Commission-Identified Issuer”and(ii)prohibiti

64、ng the trading on U.S.securities exchanges and in the over-the-countermarket of securities of a“Commission-Identified Issuer”under the HFCAA.The finalamendments are effective on January 10,2022.The SEC will begin to identify and listCommission-Identified Issuers on its website shortly after registra

65、nts begin filingtheir annual reports for 2021.Pursuant to the HFCAA,the PCAOB issued aDetermination Report on December 16,2021,which found that the PCAOB is unable toinspect or investigate completely registered public accounting firms headquartered inmainland China or Hong Kong,a Special Administrat

66、ive Region of the PRC,because of aposition taken by one or more authorities in the PRC or Hong Kong.In addition,thePCAOBs report identified the specific registered public accounting firms which aresubject to these determinations.On August 26,2022,the PCAOB announced that it had signed a Statement of

67、Protocol(the“SOP”)with the China Securities Regulatory Commission(the“CSRC”)and the Ministry of Finance of China.The SOP,together with two protocol agreementsgoverning inspections and investigations(together,the“SOP Agreement”),establishes a specific,accountable framework to make possible complete i

68、nspectionsand investigations by the PCAOB of audit firms based in mainland China and Hong Kong,as required under U.S.law.The SOP Agreement remains unpublished and is subject tofurther explanation and implementation.Pursuant to the fact sheet with respect tothe SOP Agreement disclosed by the SEC,the

69、PCAOB shall have sole discretion toselect any audit firms for inspection or investigation and the PCAOB inspectors andinvestigators shall have a right to see all audit documentation without redaction.OnDecember 15,2022,the PCAOB Board determined that the PCAOB was able to securecomplete access to in

70、spect and investigate registered Table of Contentspublic accounting firms headquartered in mainland China and Hong Kong and voted tovacate its previous determinations to the contrary.However,should PRC authoritiesobstruct or otherwise fail to facilitate the PCAOBs access in the future,the PCAOBBoard

71、 will consider the need to issue a new determination.On December15,2022,the PCAOB announced that it was able to secure completeaccess to inspect and investigate PCAOB-registered public accounting firmsheadquartered in mainland China and HongKong completely in 2022 and voted to vacateits previous 202

72、1 determinations to the contrary.However,whether the PCAOB willcontinue to be able to satisfactorily conduct inspections of PCAOB-registeredpublicaccounting firms headquartered in mainland China and Hong Kong is subject touncertainties and depends on a number of factors out of our and our auditorsco

73、ntrol.The PCAOB continues to demand complete access in mainland China andHongKong moving forward and is making plans to resume regular inspections in early2023 and beyond,as well as to continue pursuing ongoing investigations and initiatenew investigations as needed.The PCAOB has also indicated that

74、 it will actimmediately to consider the need to issue new determinations with the HFCAA ifneeded.Our auditor,WWC,P.C.,has been inspected by the PCAOB on a regular basis,withthe last inspection completed in October 2023,and it is not subject to thedeterminations announced by the PCAOB on December 16,

75、2021.However,we cannotassure you whether Nasdaq or regulatory authorities would apply additional and morestringent criteria to us after considering the effectiveness of our auditors auditprocedures and quality control procedures,adequacy of personnel and training,orsufficiency of resources,geographi

76、c reach or experience as it relates to the auditof our financial statements.See“Risk Factors Risks Related to Doing Business inthe PRC Recent joint statement by the SEC and PCAOB,Nasdaqs proposed rulechanges and the HFCAA all call for additional and more stringent criteria to beapplied to emerging m

77、arket companies upon assessing the qualification of theirauditors,especially the non-U.S.auditors who are not inspected by the PCAOB”onpage 26 of this prospectus.On December 28,2021,thirteen PRC regulatory agencies,including the CyberspaceAdministration of China(the“CAC”),amended Measures for Cybers

78、ecurity Review,orNew Measures,which came into effect on February 15,2022.Pursuant to the NewMeasures,critical information infrastructure operators procuring network productsand services,and online platform operators(as opposed to“data processors”in theDraft Management Regulation)carrying out data pr

79、ocessing activities which affect ormay affect national security,shall conduct a cybersecurity review pursuant to theprovisions therein.In addition,online platform operators possessing personalinformation of more than one million users seeking to be listed in foreign countrymust apply for a cybersecu

80、rity review.Based on the opinion of our PRC counsel,Jiangsu Junjin Law Firm,we are notdirectly subject to these regulatory actions or statements,given that:(i)as of thedate of this prospectus,the Operating Subsidiaries possess personal information ofcustomers in a number that is much less than one m

81、illion users stipulated in the NewMeasures;and(ii)data processed in the business of the Operating Subsidiaries doesnot have a bearing on national security and thus may not be classified as core orimportant data by the authorities.On February17,2023,the CSRC promulgated the Trial Administrative Measu

82、res ofOverseas Securities Offering and Listing by Domestic Companies(the“TrialMeasures”)and five supporting guidelines(collectively,the“Overseas ListingRules”),which came into effect on March31,2023.Under the Overseas Listing Rules,domestic companies conducting overseas securities offering and listi

83、ng activities,either in direct or indirect form,shall complete filing procedures with the CSRCpursuant to the requirements of the Trial Measures within three working daysfollowing its submission of initial public offerings or listing application.We havesubmitted the initial filing documents with the

84、 CSRC in connection with this offeringon January 3,2024,and the CSRC published the notification on our completion of therequired filing procedures for this offering on June 1,2024.On the same day,thefiling results were posted on the CSRC website.On February 24,2023,the CSRC jointly with other releva

85、nt governmentalauthorities,promulgated the Confidentiality and Archives Management Provisions,which took effect on March 31,2023.According to the Confidentiality and ArchivesManagement Provisions,domestic companies,whether offering and listing securitiesoverseas directly or indirectly,must strictly

86、abide the applicable laws andregulations when providing or publicly disclosing,either directly or through theiroverseas listed entities,documents and materials to securities services providerssuch as securities companies and accounting firms or overseas regulators in theprocess of their overseas off

87、ering and listing.If such documents or materialscontain any state secrets or government authorities work secrets,domestic companiesmust obtain the approval from competent governmental authorities according to theapplicable laws,and file with the secrecy administrative department at the samelevel wit

88、h the approving governmental authority.Furthermore,the Confidentiality andArchives Management Provisions provide that securities companies and securities Table of Contentsservice providers shall fulfill the applicable legal procedures when providingoverseas regulatory institutions and other relevant

89、 institutions and individuals withdocuments or materials containing any state secrets or government authorities worksecrets or other documents or materials that,if divulged,will jeopardize nationalsecurity or public interest.Since the Confidentiality and Archives ManagementProvisions were promulgate

90、d recently,substantial uncertainties still exist withrespect to the interpretation and implementation of such provisions and how they willaffect us.Pursuant to the Trial Measures,we are required to complete the record filingrequirement with the CSRC with respect to this offering,which may materially

91、 delaythe progress of the offer of our Ordinary Shares,or even completely hinder ourability to offer or continue to offer our Ordinary Shares if we fail to complete suchfiling requirements.Since the Overseas Listing Rules are newly promulgated,and theinterpretation and implementation thereof are evo

92、lving,we cannot assure that we willbe able to complete the relevant filings in a timely manner or fulfill all theregulatory requirements thereunder.We will not complete this offering until we havecompleted our filing with the CSRC.As of the date of this prospectus,in the opinion of our PRC counsel,J

93、iangsuJunjin Law Firm,except for the completion of record filing required by the CSRC,noother relevant PRC laws or regulations in effect require that we obtain permissionfrom any PRC authorities to issue securities to foreign investors,and we have notreceived any inquiry,notice,warning,sanction,or a

94、ny regulatory objection to thisoffering from the CSRC,the CAC,or any other PRC authorities that have jurisdictionover our operations.In the event that we inadvertently concluded that relevant permissions orapprovals were not required or that we did not receive or maintain relevantpermissions or appr

95、ovals required,any failure of us to fully comply with newregulatory requirements may significantly limit or completely hinder our ability tooffer or continue to offer our Ordinary Shares,cause significant disruption to ourbusiness operations,severely damage our reputation,materially and adversely af

96、fectour financial condition and results of operations and cause our Ordinary Shares tosignificantly decline in value or become worthless.See“Risk Factors RisksRelated to Doing Business in the PRC”beginning onpage 23 of this prospectus for adiscussion of these legal and operational risks that should

97、be considered beforemaking a decision to purchase our Ordinary Shares.Park Ha Cayman isan“emerging growth company”under the federal securitieslaws and will be subject to reduced public company reporting requirements.See“Prospectus Summary Implications of Being an Emerging Growth Company”foradditiona

98、l information.Upon completion of this offering,our CEO,Xiaoqiu Zhang,will beneficially ownapproximately 72.7%of the aggregate voting power of our issued and outstandingOrdinary Shares,assuming no exercise of the over-allotment option,or 72.2%,assuming full exercise of the over-allotmentoption.As a r

99、esult,we will be deemeda“controlled company”for the purpose of the Nasdaq Stock Market Rules.As such,Ms.Zhang could have significant influence on determining the outcome of anycorporate transaction or other matter submitted to the shareholders for approval,including mergers,consolidations,the electi

100、on of directors and other significantcorporate actions.In cases where her interests are aligned with other shareholders,she will also have the power to prevent or cause a change in control.Ms.Zhang willalso have the power to prevent or cause a change in control.See“Risk Factors Risks Related to Our

101、Ordinary Shares and this Offering Our founder,Chairperson ofthe Board of Directors and Chief Executive Officer,Ms.Xiaoqiu Zhang,has asignificant influence over our company and future corporate decisions.Her interestsmay not always be aligned with those of other shareholders.She may engage inactiviti

102、es that benefit herself at the expense of other shareholders.Thus,theremight be potential risks for conflicts of interest and the impact on internalcontrols”on page 54 of this prospectus.Although we do not intend to rely on the“controlled company”exemption underthe Nasdaq listing rules,we may elect

103、to rely on this exemption after we completethis offering.In addition,as a foreign private issuer,the Nasdaq listing rules allow us tofollow corporate governance practice in our home country,the Cayman Islands,withrespect to appointments to our board of directors and committees in lieu of Nasdaqcorpo

104、rate governance rules.Although we do not intend to rely on the foreign privateissuer exemption under the Nasdaq listing rules,we may elect to rely on thisexemption after we complete this offering.See“Risk FactorsRisks Related toour Ordinary Shares and this Offering We are a foreign private issuer wi

105、thin themeaning of the rules under the Exchange Act,and as such we are exempt from certainprovisions applicable to U.S.domestic public companies”and“Risk Factors RisksRelated to our Ordinary Shares and this Offering As a company incorporated in theCayman Islands,we are permitted to adopt certain hom

106、e country practices in relation Table of Contentsto corporate governance matters that differ significantly from the Nasdaq listingrules”on page 56 of this prospectus.Accordingly,you may not have the sameprotections afforded to shareholders of companies that are subject to all of thecorporate governa

107、nce requirements of Nasdaq.Investing in the Ordinary Shares involves risks.See“Risk Factors”beginning on page23.Per Share Total(4)Public Offering Price(1)US$6.00 US$7,200,000Underwriting Discounts(2)US$0.42 US$504,000Proceeds to the Company Before Expenses(3)US$5.58 US$6,696,000_(1)Initial public of

108、fering price per share is assumed at US$6.00,the midpoint of the estimatedrange of the initial public offering price shown on the cover page of this prospectus.(2)We have agreed to pay the underwriters(the“Underwriters”)a discount equal to 7%of thegross proceeds of this offering.For a description of

109、 other compensation to be received by theUnderwriters,see“Underwriting”beginning onpage149.(3)Excludes fees and expenses payable to the Underwriters.(4)Assumes that the Underwriters do not exercise any portion of their over-allotment option.We have granted the Underwriters an option,exercisable for

110、45 days after thedate of the closing of this offering,to purchase up to an additional 180,000Ordinary Shares on the same terms as the other Ordinary Shares being purchased by theUnderwriters from us.For additional information regarding our arrangement with theUnderwriters,please see“Underwriting”beg

111、inning on page 149.Neither the United States Securities and Exchange Commission nor anyother regulatory body has approved or disapproved of these securities,ordetermined if this prospectus is truthful or complete.Any representationto the contrary is a criminal offense.The Underwriters expect to deli

112、ver the Ordinary Shares against payment inU.S.dollars to purchasers on or about,2024.Dawson James Securities,Inc.EF Hutton LLCThe date of this prospectus is _,2024.Table of ContentsTABLE OF CONTENTS PageProspectus Summary 1Special NoteRegarding Forward-Looking Statements 22Risk Factors 23Use of Proc

113、eeds 62Dividend Policy 63Capitalization 64Dilution 65Enforceability of Civil Liabilities 66Managements Discussion and Analysis of Financial Condition and Results ofOperations 68Corporate History and Structure 85Business 86Regulation 107Management 122Related Party Transactions 127Principal Shareholde

114、rs 128Description of Share Capital 129Shares Eligible for Future Sale 141Taxation 143Underwriting 149Expenses Related to this Offering 154Legal Matters 155Experts 155Where You Can Find Additional Information 155Index to the Consolidated Financial Statements F-1You should rely only on the information

115、 contained in this prospectus orin any related free-writing prospectus.We have not authorized anyone toprovide you with information different from that contained in thisprospectus or in any relatedfree-writingprospectus.We are offering tosell,and seeking offers to buy,the Ordinary Shares offered her

116、eby,butonly under circumstances and in jurisdictions where offers and sales arepermitted and lawful to do so.The information contained in this prospectusis current only as of the date of this prospectus,regardless of the timeof delivery of this prospectus or of any sale of the Ordinary Shares.Neithe

117、r we nor any of the Underwriters has taken any action that wouldpermit a public offering of the Ordinary Shares outside the UnitedStatesor permit the possession or distribution of this prospectus or anyrelated free-writing prospectus outside the United States.Personsoutside the UnitedStates who come

118、 into possession of this prospectus orany related free-writing prospectus must inform themselves about andobserve any restrictions relating to the offering of the Ordinary Sharesand the distribution of the prospectus outside the UnitedStates.Park Ha Cayman is a Cayman Islands exempted company with l

119、imitedliability and all of our outstanding securities are owned by non-U.S.residents.Under the rules of the U.S.Securities and ExchangeCommission,or the SEC,we currently qualify for treatment as a“foreignprivate issuer.”As a foreign private issuer,we will not be required tofile periodic reports and

120、financial statements with the SEC,as frequentlyor as promptly as domestic registrants whose securities are registeredunder the Securities Exchange Act of 1934,as amended,or theExchangeAct.Until,2024(the 25th day after the date of this prospectus),all dealers that buy,sell or trade our Ordinary Share

121、s,whether or notparticipating in this offering,may be required to deliver a prospectus.This is in addition to the obligation of dealers to deliver a prospectuswhen acting as Underwriters and with respect to their unsold allotments orsubscriptions.iTable of ContentsPROSPECTUS SUMMARYThis summary high

122、lights information contained in greater detail elsewhere inthis prospectus.This summary is not complete and does not contain all of theinformation you should consider in making your investment decision.You should readthe entire prospectus carefully before making an investment in our Ordinary Shares.

123、You should carefully consider,among other things,our consolidated financialstatements and the related notes and the sections entitled“Risk Factors”and“Managements Discussion and Analysis of Financial Condition and Results ofOperations”included elsewhere in this prospectus.Unless otherwise indicated,

124、all share amounts and per share amounts in thisprospectus have been presented giving effect to a forward split of our OrdinaryShares at a ratio of 1-for-5,approved by our shareholders on June 29,2024.Prospectus ConventionsUnless otherwise indicated or the context requires otherwise,references inthis

125、 prospectus to:“China”or the“PRC”are to the Peoples Republic of China,includingthe special administrative regions of Hong Kong and Macau for the purposesof this prospectus only;“CSRC”are to the China Securities Regulatory Commission;“CAC”are to the Cyberspace Administration of China;“FY2023”and“FY20

126、22”refer to fiscal years ended October 31,2023 and2022,respectively;“Hong Kong”are to Hong Kong Special Administrative Region of thePeoples Republic of China;“MOFCOM”are to the Ministry of Commerce,Peoples Republic of China;“NDRC”are to the National Development and Reform Commission,PeoplesRepublic

127、of China;“Ordinary Shares”are to the ordinary shares of the Company,par valueUS$0.00002 per share;“Operating Subsidiaries”are to Park Ha Jiangsu,Xinzhan,and Park HaShanghai;“O2O Model”are to the Online-to-Offline Model,which is a businessstrategy involving the use of digital marketing channels to dr

128、aw potentialcustomers to make purchases in brick-and-mortar stores;“Park Ha Cayman”are to Park Ha Biological Technology Co.,Ltd.,aCayman Islands exempted company limited by shares;“Park Ha Jiangsu”are to Jiangsu Park Ha Biological Technology Co.,Ltd.(also translated as“Jiangsu Puhe Biotechnology Co.

129、,Ltd.”),a PRClimited liability company,which is a wholly owned subsidiary of WFOE;“Park Ha HK”are to Park Ha Biological Technology(HK)Co.,Limited,aHongKong company,limited by shares,which is a wholly-ownedsubsidiaryof Park Ha Cayman;“WFOE”are to Park Ha Investment(Wuxi)Co.,Ltd.,a wholly foreign-owne

130、d enterprise in the PRC and a wholly owned subsidiary of Park Ha HK;Xinzhan,Park Ha Shanghai and Park Ha Jiangsu are wholly-ownedsubsidiaries of WFOE;“Park Ha Shanghai”are to Shanghai Park Ha Industrial Development Co.,Ltd.,a PRC limited liability company,which is a wholly-owned subsidiaryof Xinzhan

131、;“we,”“us,”“our,”“our Company,”or“the Company”are to Park HaCayman and,in the context of describing our operations and consolidatedfinancial information,to Park Ha Cayman and its subsidiaries;“Xinzhan”are to Wuxi Xinzhan Enterprise Management Consulting Co.,Ltd.,a PRC limited liability company,which

132、 is a wholly-owned subsidiaryof WFOE.1Table of ContentsThis prospectus contains translations of certain RMB amounts into U.S.dollaramounts at specified rates solely for the convenience of the US reporting.Therelevant exchange rates are listed below:For thesix monthsendedApril 30,2024 For thesix mont

133、hsendedApril 30,2023Period Ended exchange rate USD1=RMB7.2411 N/APeriod Average exchange rate USD1=RMB7.1754 USD1=RMB6.9271 For theYearEndedOctober31,2023 For theYearEndedOctober31,2022Period Ended exchange rate USD1=RMB7.2882 USD1=RMB7.3003Period Average exchange rate USD1=RMB7.0560 USD1=RMB6.6105F

134、or the sake of clarity,this prospectus follows the English naming conventionof first name followed by last name,regardless of whether an individuals name isChinese or English.For example,the name of our Chief Executive Officer will bepresented as“Xiaoqiu Zhang,”even though,in Chinese,Ms.Zhangs name

135、ispresented as“Zhang Xiaoqiu.”We have relied on statistics provided by a variety of publicly availablesources regarding Chinas expectations of growth.We did not,directly orindirectly,sponsor or participate in the publication of such materials,and thesematerials are not incorporated in this prospectu

136、s other than to the extentspecifically cited in this prospectus.We have sought to provide currentinformation in this prospectus and believe that the statistics provided in thisprospectus remain up-to-date and reliable,and these materials are not incorporatedin this prospectus other than to the exten

137、t specifically cited in this prospectus.OverviewPark Ha Cayman is a holding company incorporated in the Cayman Islands with nooperations of its own.Our Operating Subsidiaries conduct operations in China.OurOperating Subsidiaries are(i)Xinzhan,which was incorporated in Wuxi,JiangsuProvince,PRC on Mar

138、ch31,2016 under the laws of the PRC,(ii)Park Ha Jiangsu,which was incorporated in Wuxi,Jiangsu Province,PRC on August13,2019,and(iii)Park Ha Shanghai,which was incorporated in Shanghai,PRC on April 17,2017.Our Operating Subsidiaries specialize in providing skincare and cosmeticproducts under our bra

139、nd name“Park Ha”in China.Our Operating Subsidiariesdevelop our proprietary beauty products and offer complimentary after-sales beautyservices in our physical stores.Park Ha Jiangsu,in addition to operating our twophysical stores,is the research and development center focusing on skincareproducts dev

140、elopment and improvement for sensitive skin.Xinzhan leads themarketing and promotional efforts and is the entity in charge of our franchisingbusiness.Park Ha Shanghai is a training center for our franchisee staff.As partof our value-added service for our products,our directly operated and franchises

141、tores offer“light beauty experience”,a quick complimentary after-sales beautyservices performed in the stores.Light beauty experience is offered to ourcustomers as an effective way to demonstrate how our products are used in order todeliver best results.In addition to the two stores directly operate

142、d by Park Ha Jiangsu,as of April30,2024,October 31,2023 and 2022,we had 43,38,and 49 franchisees in China,ofwhich 41,36 and 45 franchisees operate under the store name“Park Ha”.As ofApril 30,2024,October 31,2023 and 2022,we had 2,2,and 4 franchisees operateunder a different brand name,“Geni”or“歌 妮”.

143、Xinzhan has entered intosupplemental agreements with these franchisees that operate stores under adifferent brand name,pursuant to which each such franchise is allowed to keep theexisting store name and not to change the store name to“Park Ha”.Two of thefranchisees operating under the“Geni”or“歌 妮”br

144、and terminated theirfranchise contracts with us in the year ended October 31,2023.Our revenues mainly consist of(i)products sales and(ii)franchise fees.Products sales accounted for 35%of the total revenue and franchise fees accountedfor 65%of the total revenue for the six months ended April 30,2024.

145、Productssales accounted for 16%of the total revenue and franchise fees accounted for 84%of the total revenue for the six months ended April 30,2023.For the fiscal yearended October 31,2023,product sales accounted for 26%of2Table of Contentsthe total revenue and franchise fees accounted for 74%of the

146、 total revenue.Ourtotal revenue was$852,928 for the six months ended April 30,2024 as compared to$1,371,587 for the six months ended April 30,2023,representing a decrease of$518,659.00,or 37.81%.The decrease was primarily due to the decrease in thefranchise fees.For the fiscal year ended October 31,

147、2022,product sales accountedfor 51%of the total revenue and franchise fees accounted for 49%of the totalrevenue.Our total revenue was$2,459,102 for the year ended October 31,2023 ascompared to$1,919,389 for the year ended October 31,2022,representing anincrease of$539,713,or 28.12%.The increase was

148、primarily due to the increase infranchise fees.Our products sales revenue increased by$75,739,or 33.63%,from$225,219 forthe six months ended April 30,2023,to$300,958 for the six months ended April 30,2024,which was primarily attributable to introduction of new products during thesix months ended Apr

149、il 30,2024.Our products sales revenue decreased by$333,090,or 33.93%,from$981,835 for the year ended October 31,2022,to$648,745 for theyear ended October 31,2023,which was primarily attributable to a decrease in thenumber of our franchisees,which were authorized to sell our products from the“Park Ha

150、”brand.The decrease in the number of our franchisees resulted from theirfinancial difficulties due to the recurrence of the COVID-19 pandemic at the end of2022.Our franchise fee decreased by$594,398,from$1,146,368 for the six monthsended April 30,2023 to$551,970 for the six months ended April 30,202

151、4.Ourfranchise fees increased by$872,803,or 93.09%,from$937,554 for the year endedOctober 31,2022 to$1,810,357 for the year ended October 31,2023,which wasprimarily due to the majority of our franchise fees received from our franchiseesas of October 31,2022 that were recognized in 2023 because those

152、 franchiseesstarted collaboration with us since April 2022 and the average correspondingrecognition of franchise fees was less than 6 months for the fiscal year endedOctober 31,2022.Our net income decreased by$450,896,or 90.22%,to$48,900 for the six monthsended April 30,2024,from$499,796 for the six

153、 months ended April 30,2023.Ournet income increased by$660,744,or 345.40%,to$852,042 for the year endedOctober 31,2023,from$191,298 for the year ended October 31,2022.The increasewas primarily attributed to the increased revenue in franchise fees with arelatively high gross profit.Corporate history

154、and structurePark Ha Cayman is a holding company with no operations of its own.OurOperating Subsidiaries conduct operations in the PRC.The Ordinary Shares offeredin this prospectus are those of Park Ha Cayman,the holding company,not shares ofthe Operating Subsidiaries.Investors will not and may neve

155、r directly hold equityinterests in our Operating Subsidiaries.The following diagram shows our corporate structure as of the date of thisprospectus and after giving effect to the sales of Ordinary Shares in this offering(assuming no exercise of the over-allotment option),including our mainsubsidiarie

156、s and consolidated affiliated entities:3Table of ContentsPark Ha Biological Technology Co.,Ltd.,a Cayman Islands exempted company withlimited liability,was incorporated on October11,2022.It is a holding companyand is not actively engaged in any business as of the date of this prospectus.Under its am

157、ended and restated memorandum and articles of association,Park HaCaymanis authorized to issue 2,500,000,000Ordinary Shares,par value$0.00002per Ordinary Share.As of the date of this prospectus,there are 25,000,000 issuedand outstanding Ordinary Shares.Park Has registered office is at HarneysFiduciar

158、y(Cayman)Limited,4th Floor,Harbour Place,103 South Church Street,P.O.Box 10240,Grand Cayman,KY1-1002,Cayman Islands.Park Ha HK was incorporated on October25,2022,under the laws of HongKong.Park Ha HK is a HongKong limited company and a wholly owned subsidiary of Park HaCayman.Park Ha HK is a holding

159、 company and does not have any operations.WFOE was incorporated on May5,2023,under the laws of the Peoples Republicof China.WFOE is a limited liability company,and a wholly-owned subsidiary ofPark Ha HK.WFOE is a holding company and does not have any operations.Park Ha Jiangsu was incorporated on Au

160、gust13,2019 under the laws of thePeoples Republic of China as a limited company and is a wholly owned subsidiary ofWFOE.Xinzhan was incorporated on March31,2016 under the laws of the PeoplesRepublic of China and is a wholly owned subsidiary of WFOE.Park Ha Shanghai was incorporated on April17,2017 u

161、nder the laws of thePeoples Republic of China.Park Ha Shanghai is a wholly owned subsidiary ofXinzhan.On June 29,2024,the Company effected a forward split of our Ordinary Sharesat a ratio of 1-for-5.As a result,as of the date of this prospectus,we areauthorized to issue 2,500,000,000 Ordinary Shares

162、 and we have 25,000,000 OrdinaryShares issued and outstanding.Transfersof cash to and from our subsidiariesOur management monitors the cash position of each entity within ourorganization regularly and prepares budgets on a monthly basis to ensure eachentity has the necessary funds to fulfill its obl

163、igation for the foreseeable futureand to provide adequate liquidity.In the event that there is a need for cash or apotential liquidity issue,it will be reported to our Chief Financial Officer andsubject to approval by our board of directors,we will enter into an intercompanyloan for the applicable s

164、ubsidiary in accordance with the applicable PRC laws andregulations.However,the funds or assets may not be available to fund operationsor for other use outside of the PRC or Hong Kong due to interventions in or theimposition of restrictions and limitations on the ability of us or our subsidiariesby

165、the PRC government to transfer cash or assets.Park Ha Cayman will need to fundits activities by self-financing in the absence of dividends from the PRCsubsidiaries.Under existing PRC foreign exchange regulations,payment of currentaccount items,such as profit distributions and trade and service-relat

166、ed foreignexchange transactions,can be made in foreign currencies without prior approvalfrom the State Administration of Foreign Exchange,or the SAFE,by complying withcertain procedural requirements.Therefore,our PRC subsidiaries are able to paydividends in foreign currencies to us without prior app

167、roval from SAFE,subject tothe condition that the remittance of such dividends outside of the PRC complieswith certain procedures under PRC foreign exchange regulations,such as theoverseas investment registrations by our shareholders or the ultimate shareholdersof our corporate shareholders who are P

168、RC residents.Approval from,or registrationwith,appropriate government authorities is,however,required where the RMB is tobe converted into foreign currency and remitted out of China to pay capitalexpenses such as the repayment of loans denominated in foreign currencies.The PRCgovernment may also at

169、its discretion restrict access in the future to foreigncurrencies for current account transactions.Current PRC regulations permit our PRCsubsidiaries to pay dividends to the Company only out of their accumulated profits,if any,determined in accordance with Chinese accounting standards and regulation

170、s.As of the date of this prospectus,there are no restrictions or limitations imposedby the HongKong government on the transfer of capital within,into and out ofHongKong(including funds from HongKong to the PRC),except for transfer offunds involving money laundering and criminal activities.Currently,

171、our subsidiaryin Hong Kong,Park Ha HK,is a holding company with no operations of its own.We donot have any assets in Hong Kong as of the date of this prospectus.Cayman Islandslaw prescribes that a company may only pay dividends out of its profits or sharepremium,and that a company may only pay divid

172、ends if,immediately following thedate on which the dividend is paid,the company remains able to pay its debts asthey fall due in the ordinary course of business.Other than that,there are norestrictions on Park Ha Caymans ability to pay dividends to its shareholders.4Table of ContentsAs a holding com

173、pany,we may rely on dividends and other distributions onequity paid by our subsidiaries,including those based in the PRC,for our cash andfinancing requirements.If any of our PRC subsidiaries incurs debt on its ownbehalf in the future,the instruments governing such debt may restrict theirability to p

174、ay dividends to us.Park Ha Cayman is permitted under the laws of theCayman Islands to provide funding to our subsidiary incorporated in Hong Kongthrough loans or capital contributions without restrictions on the amount of thefunds.Park Ha HK is permitted under the respective laws of Hong Kong to pro

175、videfunding to Park Ha Cayman through dividend distribution without restrictions on theamount of the funds.There are no restrictions on dividends transfers from HongKong to the Cayman Islands.There are currently no restrictions imposed by the HongKong government on the transfer of capital within,int

176、o and out of Hong Kong.Tothe extent cash or assets of our business is in Hong Kong,the Chinese governmentmay,in the future,impose restrictions or limitations on our ability to transfermoney into and out of Hong Kong,to distribute earnings and pay dividends to andfrom and among our subsidiaries.Such

177、restrictions and limitations,if imposed inthe future,may delay or hinder the expansion of our business and may affect ourability to receive funds from our subsidiary in Hong Kong.Current PRC regulations permit our WFOE to pay dividends to the Company onlyout of its accumulated profits,if any,determi

178、ned in accordance with Chineseaccounting standards and regulations.To transfer cash from Park Ha HK to WFOE,Park Ha HK can increase itsregistered capital in WFOE,which requires a report with the local commercedepartment,the registration with the local administration for market regulationand registra

179、tion with a local bank authorized by SAFE,or through a shareholderloan,which requires a registration with SAFE or its local bureau.Aside from theaforesaid declaration to the relevant authorities,there is no restriction orlimitations on such cash transfer.The PRC has currency and capital transfer reg

180、ulations that require us to complywith certain requirements for the movement of capital.The Company is able totransfer cash(US Dollars)to its PRC subsidiaries through an investment(byincreasing the Companys registered capital in a PRC subsidiary).The Companyssubsidiaries within China can transfer fu

181、nds to each other when necessary throughthe way of current lending.The transfer of funds among companies are subject tothe Provisions on Private Lending Cases,which was implemented on August20,2020to regulate the financing activities between natural persons,legal persons andunincorporated organizati

182、ons.In the opinion of our PRC counsel,Jiangsu Junjin LawFirm,the Provisions on Private Lending Cases does not prohibit using cashgenerated from one subsidiary to fund another subsidiarys operations.We have notbeen notified of any other restriction which could limit our PRC subsidiariesability to tra

183、nsfer cash between PRC subsidiaries.The Companys subsidiaries inthe PRC have not transferred any earnings or cash to the Company to date.As of thedate of this prospectus,there has not been any assets or cash transfer between theCompany and its subsidiaries.As of the date of this prospectus,there has

184、 not beenany dividends or distributions made to US investors.The Companys business isprimarily conducted through its subsidiaries.The Company is a holding company,andits material assets consist solely of the ownership interests held in its PRCsubsidiaries.The Company may rely on dividends paid by it

185、s subsidiaries for itsworking capital and cash needs,including the funds necessary:(i)to pay dividendsor cash distributions to its shareholders,(ii)to service any debt obligations,and(iii)to pay operating expenses.As a result of PRC laws and regulations(notedbelow)that require annual appropriations

186、of 10%of after-tax income to be setaside in a general reserve fund prior to payment of dividends,the Companys PRCsubsidiaries are restricted in that respect,as well as in other respects notedbelow,in their ability to transfer a portion of their net assets to the Company asa dividend.With respect to

187、transferring cash from the Company to its subsidiaries,increasing the Companys registered capital in a PRC subsidiary requires the filingof the local commerce department,while a shareholder loan requires a filing withthe State Administration of Foreign Exchange or its local bureau.Aside from thedecl

188、aration to the State Administration of Foreign Exchange,there is norestriction or limitations on such cash transfer or earnings distribution.With respect to the payment of dividends,we note the following:1.PRC regulations currently permit the payment of dividends only out ofaccumulated profits,as de

189、termined in accordance with accounting standardsand PRC regulations(an in-depth description of the PRC regulations is setforth below);5Table of Contents2.Our PRC subsidiaries are required to set aside,at a minimum,10%of theirnet income after taxes,based on PRC accounting standards,each year asstatut

190、ory surplus reserves until the cumulative amount of such reservesreaches 50%of their registered capital;3.Such reserves may not be distributed as cash dividends;4.Our PRC subsidiaries may also allocate a portion of their after-taxprofits to fund their staff welfare and bonus funds;except in the even

191、tof a liquidation,these funds may also not be distributed to shareholders;the Company does not participate in a Common Welfare Fund;and5.The incurrence of debt,specifically the instruments governing such debt,may restrict a subsidiarys ability to pay stockholder dividends or makeother cash distribut

192、ions.If,for the reasons noted above,our subsidiaries are unable to pay shareholderdividends and/or make other cash payments to the Company when needed,the Companysability to conduct operations,make investments,engage in acquisitions,orundertake other activities requiring working capital may be mater

193、ially andadversely affected.However,our operations and business,including investmentand/or acquisitions by our subsidiaries within China,will not be affected as longas the capital is not transferred in or out of the PRC.For the foreseeable future,the funds raised through this offering will be usedby

194、 the Chinese operating subsidiaries for research and development,to develop newproducts and to expand its production capacity.As a result,we do not expect topay any cash dividends in the foreseeable future.Also,as of the date of thisprospectus,no cash generated from one subsidiary is used to fund an

195、othersubsidiarys operations and we do not anticipate any difficulties or limitations onour ability to transfer cash between subsidiaries.As of the date of this prospectus,no dividends,distributions,or transfershave been made between Park Ha Cayman and any of its subsidiaries or among any ofits subsi

196、diaries.In addition,there has not been any dividends or distributionsmade by any subsidiaries to Park Ha Cayman.Park Ha Cayman has not distributeddividends to its shareholders.Dividend PolicyWe anticipate that we will retain any earnings to support operations and tofinance the growth and development

197、 of our business after the Companys initialpublic offering.Therefore,we do not expect to pay cash dividends in theforeseeable future.Any future determination relating to our dividend policy willbe made at the discretion of our board of directors and will depend on a number offactors,including future

198、 earnings,capital requirements,financial condition andfuture prospects and other factors the board of directors may deem relevant.As ofthe date of this prospectus,we have not paid any dividends or distributions to ourshareholders.As of the date of this prospectus,Park Ha Cayman has not made anydivid

199、ends or distribution to its shareholders.Our ProductsOur Operating Subsidiaries specialize in personalized skincare,offeringprivate label skincare products and customized skincare services.We also expandour reach through a franchise model.Park Ha Jiangsu has developed a full range of skincare produc

200、ts under the“Park Ha”brand by conducting our own research and development and collaboratingwith research institutes and laboratories to improve our technology and develop newproducts.Park Ha Jiangsu then contracts with third-party manufacturers to produceskincare products according to the formulas p

201、rovided by such third-partymanufacturers,while closely controlling the ingredients used in the process andthe quality of the finished goods.The third-party manufacturers have obtained andmaintained licenses for cosmetic production.Our product line ranges from basic skin physical protection,exfoliati

202、on,andsebum film repairing to surface microecological balance and anti-aging.Ourproducts include nearly 200 products divided into 18 series,covering almost allcommon categories in the skincare industry.Our star products,“Little BlueInjection Serum”and a series of freeze-dried powders have been the b

203、est receivedby consumers.The“Little Blue Injection Serum”contains multiple peptide activesubstance and other ingredients,and is designed to hydrate and moisturize,brighten,and firm the skin.The lyophilized powder contains ingredients such asfibronectin and cherry blossom extract,designed to make ski

204、n firmer and moretender.We believe that our cosmetic products under the“Park Ha”brand are notintended to prevent,treat or cure diseases or medical conditions,and thereforefall into the category of“ordinary cosmetics”as defined under the Regulation onthe Supervision and Administration of Cosmetics in

205、 China,or the Supervision6Table of ContentsRegulations,which was promulgated by the State Council on June 16,2020 and becameeffective on January 1,2021.Pursuant to the Supervision Regulations,the NationalMedical Products Administration(the“NMPA”)implements registration managementfor special cosmetic

206、s and record-filing management for ordinary cosmetics.As aresult,we are only required to complete the record-filing for our products and arenot required to complete the registration with the NMPA.In addition,ourfranchisees sell a third-party brand product“whitening and freckle removingfreeze-dried p

207、owder”,which is considered special cosmetics.The manufacturer ofthe product“whitening and freckle removing freeze-dried powder,”Guangzhou AxinaCosmetics Manufacturing Co.,Ltd.,has completed the registration with the NMPA forthis product.We are not required to obtain separate approvals for the sale a

208、ndmarketing of this product.Except for the aforementioned third-party brand product,as of the date of this prospectus,the record-filing for all of our products havebeen completed before they were marketed.No further approval or permission fromNMPA is required for the manufacture,marketing and sale o

209、f our products.Fordetails,see“Regulation Regulations Relating to Cosmetic Products”.Research and Development(R&D)Park Ha Jiangsu is our research and development center.In addition,we alsoconduct research and development in collaboration with the research institutes andlaboratories of Jiangnan Univer

210、sity,a public university located in JiangsuProvince,China.Pursuant to the Technology Service Agreement and SupplementalTechnology Service Agreement(collectively,the“Jiangnan University Agreements”)between Park Ha Jiangsu and Jiangnan University,Jiangnan University is contractedto assist Park Ha Jian

211、gsu in the research and development of protein microbialactivity monitoring system(the“Research Project”)for the development of newproducts in the future at the consideration of RMB 20,000(approximately USD3,125).As of the date of this prospectus,we have paid RMB 10,000 in accordancewith the terms o

212、f the Jiangnan University Agreements.Besides,the JiangnanUniversity Agreements provide that Park Ha Jiangsu and Jiangnan University shalljointly own,on a 50-50 basis,the rights and interests to all newly generatedintellectual property in all tangible materials,information and data developedduring th

213、e performance of the Jiangnan University Agreements and that Park HaJiangsu shall have exclusive right to use any newly-generated intellectual propertyunder the Jiangnan University Agreements.As of the date of this prospectus,Jiangnan University has not published any findings or results of the Resea

214、rchProject and no intellectual property has been generated to date.The Agreement iseffective until December 31,2024.We do not plan to renew the Jiangnan UniversityAgreements.However,if we were not to renew the agreements with JiangnanUniversity,there is no assurance that we would not experience a di

215、sruption in ourR&D pipeline and that we would still have access to the intellectual propertyrights,data,or research outcomes developed during the term of the JiangnanUniversity Agreements.Furthermore,we cannot guarantee that our ability toinnovate and develop new products would not be affected if th

216、e Jiangnan UniversityAgreements were not renewed,and we cannot assure you there would not be anyadverse impacts on our competitiveness and reputations.For the material terms ofthe Agreement,please see“Business Research and Development(R&D).”Our Franchise ModelAs of April 30,2024,October 31,2023 and

217、2022,we had 43,38 and 49franchisees in China,of which 41,36 and 45 franchisees operate under the storename“Park Ha”.As of April 30,2024,October 31,2023 and 2022,we had 2,2,and4 franchisees operate under a different brand name,“Geni”or“歌妮”,two ofwhich terminated their franchise agreements with us dur

218、ing the fiscal year endedOctober 31,2023.The decrease in the number of franchisees during the 2023 fiscalyear was primarily due to some of our franchisees inability to maintain theirbusiness operations under the strict COVID-19 lockdown measures in China,whichwere subsequently lifted and we believe

219、are unlikely to cause major disruption toour future business operations.Xinzhan enters into franchise agreements with itsfranchisees,which grant the franchisees the permission to open a store and operateits business under the brand name“Park Ha”in a specific geographic area.Xinzhanhas entered into s

220、upplemental agreements with these franchisees that operate storesunder the“Geni”or“歌 妮”brand,pursuant to which each such franchise isallowed to keep the existing store name and not to change the store name to“ParkHa”.The franchisees operating under the“Geni”or“歌妮”brand sell productsfrom the“Park Ha”

221、brand and other third-party brands with Xinzhans permission.Park Ha Shanghai provides monthly training for the beauticians of each franchise.The training courses include skin physiology,“Park Ha”product theory,storeoperation skills,standardized user manual for stores,procurement and storemanagement.

222、After each months training,an assessment of these beauticians isconducted.Park Ha Shanghai also provides training courses for franchisees,withsubjects including industry trends,customer development skills,new productreleases,among others.7Table of ContentsWe utilize various channels such as Douyin,M

223、eiye Observation and beautydata.ai(beauty industry websites),Baidu online advertising and other platforms,topublish advertisements highlighting franchisee preferential pricing to attractpotential franchisees.The Operating Subsidiaries participate in beauty industryexhibitions and events,such as the

224、China Beauty Expo,where we introduce ourproducts and services and engage in face-to-face communication with potentialfranchisees.Some existing franchisees also become promoters of the“Park Ha”brand by introducing potential franchisees to us.Additionally,the OperatingSubsidiaries organize franchise p

225、romotion events periodically in physical stores toattract potential franchisees.Xinzhan is entitled to an annual franchisee fee in the amount of RMB 100,000,RMB 550,000 or RMB2,000,000,depending on the size of the franchise and the citywhere it is located,payable within 30 business days from executi

226、on of thefranchise agreement and within 30 business days of each anniversary date ofexecution thereafter.Our franchise agreement typically lasts for three years andcan be renewed upon both parties mutual consent.Xinzhan has rights to terminatethe franchise agreement for cause if the franchisee signi

227、ficantly breaches theagreement.The franchisee may submit written notice to Xinzhan for approval if thefranchisee desires to terminate the franchise agreement prior to its expiration.Our SuppliersFor the six months ended April 30,2024,there were four suppliers whoaccounted for 10%or more of the Compa

228、nys total purchases and such suppliersaccounted for approximately 19%,16%,12%and 10%of our total purchase,respectively.For the six months ended April 30,2023,there was one supplier whoaccounted for 10%or more of the Companys total purchases and such supplieraccounted for approximately 61%of our tota

229、l purchases.For the year ended October31,2023,there was one supplier who accounted for 10%or more of the Companystotal purchases and such supplier accounted for approximately 58%of our totalpurchases.For the year ended October 31,2022,there were two suppliers whoaccounted for 10%or more of the Compa

230、nys total purchases and such suppliersaccounted for approximately 36%and 11%of our total purchases,respectively.Our CustomersThe majority of our customers are franchisees and retail customers in theskincare industry.For the six months ended April 30,2024,there were twocustomers who accounted for 10%

231、or more of the Companys total purchases and suchcustomers accounted for approximately 14%and 15%of our total revenue,respectively.For the six months ended April 30,2023,none of our customersaccounted for 10%or more of our total revenue.For the year ended October 31,2023,two customers accounted for a

232、pproximately 10%or more of our total revenue,respectively and such customers accounted for approximately 10%and 10%of ourtotal revenue,respectively.For the year ended October 31,2022,no customeraccounted for more than 10%of our total revenue.As of April 30,2024,the stores,including directly-operated

233、 stores and franchisees,are mostly located in first-,second-and third-tier cities in various provinces in China,including AnhuiProvince,Jiangsu Province,Hainan Province,Henan Province,Shanxi Province,Shandong Province,Liaoning Province,Guizhou Province,Shaanxi Province,SichuanProvince,Heilongjiang P

234、rovince,Zhejiang Province,Tianjin Province,HebeiProvince and Guangdong Province.Our Growth StrategiesOur growth strategies include the following:Strengthening the development of own products.We plan toexpand our partnership with scientific research institutions to developnew skincare raw materials a

235、nd products,and expand the scope of servicesto existing customers and acquire new customers by continually makingsignificant investments in R&D.Improving our Training Practice.We plan to open vocationaltraining schools to provide professional training to our franchisee staffand to set up an internal

236、 training institute on beauty treatment toadvance existing talents at the headquarters.Enhance our social media-based sales and marketing capabilities We will continue to seek to improve brand awareness by using socialmedia platforms,such as Douyin,RED and WeChat video,to promote ourbrand and attrac

237、t potential future customers and franchisees.Improve supply chain capacity In order to meet the rapidly growingcustomer demand,Park Ha Jiangsu have partnered with additional third-party manufacturers to increase production and shorten wait time.We alsoplan to establish partnerships with third-party

238、warehouse and distributioncenters to support our businesses.8Table of ContentsSeek strategic investment,acquisition and other cooperation We will evaluate and selectively seek strategic alliances,investment andacquisition opportunities in the beauty industry across China to lowerproduction cost and

239、increase future profit margin.We will considerpotential opportunities in the entire beauty value chain to complement andsupplement our existing services.Competitive AdvantagesWe are committed to providing our customers with high quality services.Webelieve we have several competitive advantages that

240、will enable us to maintain andfurther improve our market position in the industry.These include:An innovative social marketing modelWe have successfully established a regional brand effect through a socialmarketing model.We help our franchisees organize local salon activities,buildproduct experience

241、 models,offer awards on promotion,and take advantage of ourinternet promotion,to build brand awareness and drive customers to our trustedcommunity.This,in turn,attracts additional franchisees.To reach potential customers through social marketing,the OperatingSubsidiaries hold interest-based communit

242、y virtual events through WeChat platformand connect people within the community who are interested in skincare products orknowledge.The Operating Subsidiaries promote our products according to ourcustomers skincare needs.Our social marketing model is designed to stimulatepotential customers desire t

243、o buy our products by reaching accurately targetedusers group who are interested in our products through community activities.Sincethis marketing is carried out within residential communities,we find it easier tobuild close ties to our target customers through community events in the long run,which

244、we believe enhances our long-term customer loyalty.A Stable supply chain systemThe suppliers are located in Guangzhou,Shanghai,Zhejiang Province,andJiangsu Province in China.The ingredients we use for the products are supplied bylarge international and national raw material companies.We also carry o

245、utfunctional testing and compatibility testing on the raw materials used forpackaging of our products to ensure the quality of the ingredients.We conductsupplier visits and factory inspections to check whether the information theyprovide is accurate and reliable.A strong and diversified management t

246、eamOur founders have extensive experience in various industries,including beauty,fashion,retail,and the internet industries.Our CEO and CTO each has over tenyears of experience in the industry and plays essential roles in reaching out topotential customers.We believe that their experience,coupled wi

247、th their profoundunderstanding of the beauty industry and their passion and determination,make themeffective business leaders.They are firmly committed to our mission and customer-oriented approach,helping more customers to solve skin problems.Risks and ChallengesThere are complex risks and challeng

248、es associated with our business operationand brand development,including the high costs of marketing efforts,intensecompetition from similar businesses,and whether we can efficiently oversee ourfranchisees daily operation,among others.Our management team has identified thefollowing as the significan

249、t risks and challenges the Company is facing:1.Intense competition in the skincare industry.We face intensecompetition in the skincare industry.We believe it is crucial toestablish our brand awareness and differentiate ourselves from ourcompetitors in order to attract new franchisees and investors.B

250、esides,consumers tend to be more loyal to brands that they are familiar with andtrust.Having a strong brand presence would reinforce our credibility inthe eyes of consumers,and thus leading to increased customer loyalty andhigher chances of repeat purchases.2.Limited resources and great challenges i

251、n building andmaintaining a robust supply chain infrastructure.As a fast-growing company with a limited operating history,we have limitedresources and face great challenges in building and maintaining a robustsupply chain infrastructure to efficiently respond to consumer demand.OurCompany has a conc

252、entration risk related to its suppliers.As such,weface an increased risk of supply chain disruptions due to our reliance ona limited number of suppliers.We9Table of Contentsbelieve the key to a robust supply chain system lies in maintaining a goodrelationship with our existing suppliers,ensuring our

253、 suppliersconsistency in meeting our quality,quantity and delivery requirements,aswell as diversifying our suppliers.3.Challenges in maintaining product consistency andquality.Our business depends largely on the quality,effectivenessand safety of our products.Any loss of confidence on the part ofcon

254、sumers in the ingredients used in our products,whether related toproduct contamination or product safety or quality failures,actual orperceived,or inclusion of prohibited or restricted ingredients or animproper mixture of ingredients,could tarnish the image of our brand andcould cause consumers to c

255、hoose other products.For more details,please refer to“Risk Factors Risks Related to OurBusiness and Industry”for more information.Sales and MarketingWe believe that our products have a strong competitive edge in Chinas beautymarket.Our CEO and CTO each has over ten years of experience in the industr

256、y andplays essential roles in reaching out to potential customers.Additionally,we haveestablished a reputation among our customers for our high-quality products,whichhelps us maintain long-term customers and attract new customers and franchisees.In addition,we also adopt a digital strategy to better

257、 engage with ourcustomers by promoting our products through increasing our marketing investment inonline communities,such as launching VR product trials,live online sales,andsocial app advertising.Since 2020,the“Park Ha”brand has established its ownofficial accounts on several established short-form

258、ed video platforms in Chinaincluding Douyin,RED,and WeChat Video,which have promoted its popularity amongthe beauty industry and consumers in China.Since 2022,“Park Ha”brand haslaunched a live channel on Douyin,which promotes our products through livestreaming and broadcasting activities.By interact

259、ing directly with consumersthrough live streaming and cutting-edge marketing channels,providing instant andcustomized content access,we have created a marketing model that we believe iswidely effective among beauty consumers in China.Risk Factors SummaryAn investment in our Ordinary Shares is subjec

260、t to a number of risks,includingrisks related to our business and industry,risks related to doing business in thePRC and risks related to our Ordinary Shares and this offering.You shouldcarefully consider all of the information in this prospectus before making aninvestment in our Ordinary Shares.The

261、 following list summarizes some,but not all,of these risks.Please read the information in the section entitled“RiskFactors”,starting on page 23,for a more thorough description of these and otherrisks.Risks Related to Doing Business in the PRCTo the extent cash or assets in the business are in the PR

262、C or Hong Kongor a PRC or Hong Kong entity,the funds or assets may not be available tofund operations or for other uses outside of the PRC or Hong Kong due tointerventions in or the imposition of restrictions and limitations on theability of us or our subsidiaries by the PRC government to transfer c

263、ashor assets.(See page 23)Uncertainties with respect to the PRC legal system,including risks anduncertainties regarding the enforcement of laws and that rules andregulations in China can change quickly with little advance notice,whichcould materially adversely affect our business.(See page 23)The PR

264、C government may intervene or influence our Operating Subsidiariesand Hong Kong subsidiarys operations,if we decides to operate in HongKong in the future,at any time,or may exert more oversight and controlover our operations,and offerings conducted overseas and foreigninvestment in China-based issue

265、rs,which could result in a material changein our operations and/or the value of our securities.(See page 24)We are required to complete the record filing requirement with the CSRC tolist on overseas stock exchanges and may not be able to complete thefiling because the filing materials are incomplete

266、 or do not meet therequirements of the CSRC.(See page 25)10Table of ContentsRecent joint statement by the SEC and PCAOB,Nasdaqs proposed rulechanges and the HFCAA all call for additional and more stringent criteriato be applied to emerging market companies upon assessing thequalification of their au

267、ditors,especially the non-U.S.auditors who arenot inspected by the PCAOB.(See page 26)CAC may exert greater oversight or control over data security in light ofrecent events indicating further development by the CAC over datasecurity,particularly for companies seeking to list on a foreignexchange,and

268、 we may be subject to a variety of PRC laws and otherobligations regarding data protection and any other rules,and any failureto comply with applicable laws and obligations could have a material andadverse effect on our business and the offering.(See page 27)You may experience difficulties in effect

269、ing service of process,enforcingforeign judgments or bringing actions in China against us or ourmanagement named in this prospectus based on foreign laws.(See page 28)Park Ha Cayman is a holding company and its ability to pay dividends isprimarily dependent upon the earnings of,and distributions by,

270、theOperating Subsidiaries.(See page 29)Our results of operation may be materially and adversely affected by achange in China or the global economy.(See page 30)It may be difficult for overseas shareholders and/or regulators to conductcross-border investigation in China.(See page 31)Changes in intern

271、ational trade policies,trade disputes,barriers totrade,or the emergence of a trade war may influence growth in China.(Seepage 31)Fluctuations in currency exchange rates could have a material and adverseeffect on the value of your investment.(See page 31)Changes in PRC political,economic and governme

272、ntal policies may have anadverse impact on our business.(See page 31)We may be subject to civil complaints and regulatory actions under certainPRC laws and regulations relating to labor,social insurance and housingprovident funds.(See page 32)The PRC Labor Contract Law,any labor shortages,increased

273、labor costs orother factors affecting our labor force in the PRC may adversely affectour business and results of operations.(See page 32)There are withholding tax liabilities of our PRC subsidiaries under thePRC Enterprise Income Tax Law,and dividends payable by our PRCsubsidiaries to our offshore s

274、ubsidiaries may not enjoy certain treatybenefits.(See page 33)PRC regulation of loans to and direct investment in PRC entities byoffshore holding companies and governmental management of currencyconversion may delay us from remitting the proceeds of this offering intoChina through loans or additiona

275、l capital contributions to our PRCsubsidiaries,thereby diminishing our ability to fund and expand ourbusiness.(See page 33)Acquisitions of Chinese companies by foreign investors may need a seriesof procedures,which could make it more difficult for us to pursue growththrough acquisitions in China.(Se

276、e page 34)If we are classified as a PRC resident enterprise for PRC enterpriseincome tax purposes,such classification could result in unfavorable taxconsequences to us and our non-PRC shareholders.(See page 35)We face uncertainties with respect to indirect transfers of equityinterests in PRC residen

277、t enterprises by their non-PRC holding companies.(See page 36)PRC regulations relating to offshore investment activities by PRCresidents may limit our PRC subsidiaries ability to change theirregistered capital or distribute profits to us or otherwise expose us orour PRC resident beneficial owners to

278、 liability and penalties under PRClaws.(See page 36)11Table of ContentsWe may be exposed to liabilities under the Foreign Corrupt Practices Actand Chinese anti-corruption law.(See page 37)We may not be able to use certain of our leased properties due to failureto comply with PRC laws and regulations

279、 on leased property,which mayexpose us to potential fines and negatively affect our ability to use theproperties we lease.(See page 37)Risks Related to Our Business and IndustryThe Operating Subsidiaries operate in a dynamic industry and have alimited operating history.Our historical results of oper

280、ations andfinancial performance may not be indicative of future performance.(Seepage 38)We rely on the formulas provided by our third-party manufacturers.(Seepage 39)The beauty industry is highly competitive.If we are unable to competeeffectively,we may lose our market share and our business,results

281、 ofoperations and financial condition may be materially and adverselyaffected.(See page 39)Our success is dependent on the continued popularity of our products andour ability to anticipate and respond to changes in industry trends andconsumer preferences and behavior in a timely manner.(See page 40)

282、Our new product introductions may not be as successful as we anticipate,which could have a material adverse effect on our business,prospects,financial condition and results of operations.(See page 40)Our business depends,in part,on the quality,effectiveness and safety ofour products.(See page 41)We

283、may not be able to successfully implement our growth strategy.(Seepage41)We may be unable to manage our growth effectively or efficiently.(Seepage42)If we are unable to provide superior customer experiences,our businessand reputation may be materially and adversely affected.(See page 42)Our Operatin

284、g Subsidiaries have incurred significant costs for a varietyof sales and marketing efforts,including social media-based advertisingand heavy promotions to attract customers through multiple sales channels.If we are unable to conduct sales and marketing efforts in a cost-effective and efficient manne

285、r,our results of operations and financialconditions may be materially and adversely affected.(See page 42)Our business is subject to complex and evolving product safety laws,regulations and standards.If we fail to comply with these laws,regulations and safety standards or if our products otherwise h

286、avedefects,we may be required to recall products and may face penalties andproduct liability claims,either of which could result in unexpected costsand damage our reputation.(See page 43)Our operating results could be materially harmed if we are unable toaccurately forecast consumer demand for our p

287、roducts or adequately manageour inventory.(See page 43)Our operations have been,and may continue to be affected by the COVID-19pandemic.(See page 44)We rely on third-party service providers for logistics services.If theseservice providers fail to provide reliable services,our business andreputation

288、may be adversely affected.(See page 44)Our delivery,return and exchange policies may adversely affect ourresults of operations.(See page 45)Failure to lease suitable warehouse facilities or any interruption in theoperation of the warehouse for an extended period may negatively affectthe business and

289、 results of operations.(See page 45)The expansion of stores has required and will continue to require asubstantial investment and commitment of resources,that is subject tonumerous risks and uncertainties.(See page 45)An economic downturn may adversely affect consumer discretionary spendingand deman

290、d for our products and services.(See page46)12Table of ContentsWe collect,store,process and use a variety of customer data andinformation for analysis of the changing consumer preferences and fashiontrends,which subjects us to laws and regulations related to privacy,information security and data pro

291、tection.Any failure to comply with theselaws and regulations could materially and adversely harm our business.(See page46)Any data breach or security incident may lead to leaks and/or unauthorizedaccess,disclosure,or use of personal data we collect,which may hurt ourreputation and brand image,disrup

292、t our operations,as well as materiallyand adversely affect our financial condition and results of operations.(See page 47)User misconduct on and misuse of the online consumer communities weorganize may adversely impact our brand and reputation,and may subject usto liabilities.(See page 47)The paymen

293、t methods that we accept subject us to third-party payment-related risks and other risks.(See page 47)If the content we produce and distribute through online social and contentplatforms,or content available on our website,is deemed to violate PRClaws or regulations,our business and results of operat

294、ions may bematerially and adversely affected.(See page 48)If our cash from operations is not sufficient to meet our current orfuture operating needs and expenditures,our business,financial conditionand results of operations may be materially and adversely affected.(Seepage 48)We may be subject to in

295、fringement claims of intellectual property rightsor other rights of third parties,which may be expensive to defend and maydisrupt our business and operations.(See page 48)If we are unable to protect our intellectual property,the value of ourbrands and other intangible assets may be diminished,and ou

296、r business maybe adversely affected.(See page 49)Our employees or business partners or other parties with whom we maintainbusiness relationships may engage in misconduct or other improperactivities,which may disrupt our business,hurt our reputation andresults of operations.(See page 50)If the Operat

297、ing Subsidiaries fail to obtain and maintain the requisitelicenses,permits,registrations and filings applicable to the business,or fail to obtain additional licenses,permits,registrations or filingsthat become necessary as a result of new enactment or promulgation ofgovernment policies,laws or regul

298、ations or the expansion of our business,the business and results of operations may be materially and adverselyaffected.(See page50)Disruptions in the financial markets and economic conditions could affectour ability to raise capital.(Seepage 51)Any catastrophe,including natural catastrophes,health e

299、pidemics andother outbreaks and extraordinary events,could disrupt our businessoperation.(See page 51)The continued and collaborative efforts of our senior management and keyemployees are crucial to our success,and our business may be harmed if welose their services.(See page51)We may from time to t

300、ime become a party to litigation,legal disputes,claims or administrative proceedings that may materially and adverselyaffect us.(See page 51)We do not maintain any insurance to cover our assets,operations and anyloss arising from business interruptions and we may be exposed to losseswhich may advers

301、ely affect our profitability and financial position.(Seepage 52)We rely on a limited number of suppliers to provide us with the rawmaterials and ingredients we use for the products.We may not be able toobtain such supplies at competitive prices during times of high demand,which could have a material

302、 adverse effect on our business,financialcondition and results of operations.(See page 52)We derive a significant portion of our revenue from a few major customers.Any significant decrease in the demand from our largest customers for ourproducts may materially and adversely affect our financial cond

303、itions andresults of operations.(See page 52)13Table of ContentsWe are subject to the risk of non-payments or delayed payments by ourcustomers,which could affect our financial condition and results ofoperations.(See page 53)We currently contract with third-party contractors,and in some cases,asingle

304、 contractor,for all aspects of the supply,packaging,logistics,and formulation of our cosmetics products,and expected to continue to doso to support commercial scale production of our cosmetics products.Thereare significant risks associated with contracting with third-partysuppliers,including their a

305、bility to meet the increased need that mayresult from our increasing any commercialization efforts.This increasesthe risk that we will not have sufficient quantities of products or beable to obtain such quantities at an acceptable cost,which could delay,prevent or impair our development or commercia

306、lization efforts.(See page53)Our success depend on the implementation of the franchise business model.Our growth through franchising may not occur as rapidly as we anticipate.(See page 53)We could face liability from or as a result of our franchisees.(See page54)Some of the stores are not under the“

307、Park Ha”store name and sellskincare products of other brands in addition to the“Park Ha”brandedskincare products,which could subject us to additional risks.(See page54)Risk Related to Our Ordinary Shares and this OfferingWe are,and will continue to be,a“controlled company”within themeaning of the Na

308、sdaq Listing Rules and,as a result,may rely onexemptions from certain corporate governance requirements that provideprotection to shareholders of other companies.(See page 54)Our founder,Chairperson of the Board of Directors and Chief ExecutiveOfficer,Ms.Xiaoqiu Zhang,has a significant influence ove

309、r our companyand future corporate decisions.Her interests may not always be alignedwith those of other shareholders.She may engage in activities thatbenefit herself at the expense of other shareholders.Thus,there might bepotential risks for conflicts of interest and the impact on internalcontrols.(S

310、ee page 54)You may face difficulties in protecting your interests,and your abilityto protect your rights through U.S.courts may be limited,because we areincorporated in the Cayman Islands.(See page 55)Certain judgments obtained against us by our shareholders may not beenforceable.(See page 55)We are

311、 an emerging growth company within the meaning of the Securities Actand may take advantage of certain reduced reporting requirements.(Seepage 56)As a company incorporated in the Cayman Islands,we are permitted to adoptcertain home country practices in relation to corporate governance mattersthat dif

312、fer significantly from the Nasdaq listing rules.(See page 56)We are a foreign private issuer within the meaning of the rules under theExchange Act,and as such we are exempt from certain provisions applicableto U.S.domestic public companies.(See page 57)There has been no public market for our Ordinar

313、y Shares prior to thisoffering,and you may not be able to resell our Ordinary Shares at orabove the price you paid,or at all.(See page 57)The trading price of the Ordinary Shares is likely to be volatile.Investors may experience extreme stock price volatility,including anystock-run up,unrelated to o

314、ur actual or expected operating performance,financial condition or prospects,which could result in substantial lossesto investors and make it difficult for prospective investors to assess therapidly changing value of our Ordinary Shares.(See page 57)If securities or industry analysts cease to publis

315、h research or reportsabout our business,or if they adversely change their recommendationsregarding the Ordinary Shares,the market price for the Ordinary Sharesand trading volume could decline.(See page 58)We currently do not expect to pay dividends in the foreseeable futureafter this offering and yo

316、u must rely on price appreciation of ourOrdinary Shares for return on your investment.(See page 59)14Table of ContentsBecause our initial public offering price is substantially higher than ournet tangible book value per share,you will experience immediate andsubstantial dilution.(See page 59)There c

317、an be no assurance that we will not be a passive foreign investmentcompany,or PFIC,for U.S.federal income tax purposes for any taxableyear,which could result in adverse U.S.federal income tax consequencesto U.S.holders of the Ordinary Shares.(See page 59)We will incur increased costs as a result of

318、being a public company,particularly after we cease to qualify as an“emerging growth company.”(See page 60)If we fail to establish and maintain proper internal financial reportingcontrols,our ability to produce accurate financial statements or complywith applicable regulations could be impaired.(See

319、page 60)Nasdaq may apply additional and more stringent criteria for our initialand continued listing because we plan to have a small public offering andinsiders will hold a large portion of the companys listed securities.(See page 61)Holding Foreign Companies Accountable ActOur Ordinary Shares may b

320、e prohibited from trading on a national exchange underthe HFCAA if the PCAOB is unable to inspect our auditors for two consecutiveyears.On June 22,2021,the U.S.Senate passed the Accelerating Holding ForeignCompanies Accountable Act,and on December 29,2022,a legislation entitled“Consolidated Appropri

321、ations Act,2023”(the“Consolidated Appropriations Act”)was signed into law,which contained,among other things,an identical provision tothe Accelerating Holding Foreign Companies Accountable Act and amended the HFCAA byrequiring the SEC to prohibit an issuers securities from trading on anyU.S.stock ex

322、changes if its auditor is not subject to PCAOB inspections for twoconsecutiveyears instead of three,thus reducing the time period for triggeringthe prohibition on trading.On December2,2021,the SEC adopted final amendmentsto its rules implementing the HFCAA.The rules apply to registrants the SECident

323、ifies as having filed an annual report with an audit report issued by aregistered public accounting firm that is located in a foreign jurisdiction andthat the PCAOB is unable to inspect or investigate(Commission-IdentifiedIssuers)and require Commission-Identified Issuers identified by the SEC to sub

324、mitdocumentation and make disclosures required under the HFCAA.In addition,the finalamendments also establish procedures the SEC will follow in(i)determining whethera registrant is a“Commission-Identified Issuer”and(ii)prohibiting thetrading on U.S.securities exchanges and in the over-the-counter ma

325、rket ofsecurities of a“Commission-Identified Issuer”under the HFCAA.The finalamendments were effective on January10,2022.The SEC has begun to identify andlist Commission-IdentifiedIssuers on its website shortly after registrants beginfiling their annual reports for 2021.Pursuant to the HFCAA,the PCA

326、OB issued aDetermination Report on December16,2021,which found that the PCAOB is unable toinspect or investigate completely registered public accounting firms headquarteredin mainland China or HongKong,a Special Administrative Region of the PRC,becauseof a position taken by one or more authorities i

327、n the PRC or Hong Kong.Inaddition,the PCAOBs report identified the specific registered public accountingfirms which are subject to these determinations.The SOP,together with two protocol agreements governing inspections andinvestigations(together,the“SOP Agreement”),establishes a specific,accountabl

328、e framework to make possible complete inspections and investigations bythe PCAOB of audit firms based in mainland China and Hong Kong,as required underU.S.law.On December 15,2022,the PCAOB announced that it was able to securecomplete access to inspect and investigate PCAOB-registered public accounti

329、ng firmsheadquartered in mainland China and Hong Kong completely in 2022.The PCAOB Boardvacated its previous 2021 determinations that the PCAOB was unable to inspect orinvestigate completely registered public accounting firms headquartered in mainlandChina and Hong Kong.However,whether the PCAOB wil

330、l continue to be able tosatisfactorily conduct inspections of PCAOB-registered public accounting firmsheadquartered in mainland China and Hong Kong is subject to uncertainties anddepends on a number of factors out of our and our auditors control.The PCAOBcontinues to demand complete access in mainla

331、nd China and Hong Kong moving forwardand is making plans to resume regular inspections in early 2023 and beyond,as wellas to continue pursuing ongoing investigations and initiate new investigations asneeded.The PCAOB has also indicated that it will act immediately to consider theneed to issue new de

332、terminations with the HFCAA if needed.15Table of ContentsOur auditor,WWC,P.C.,has been inspected by the PCAOB on a regular basis,with the last inspection completed in October 2023,and it is not subject to thedeterminations announced by the PCAOB on December 16,2021.However,we cannotassure you whethe

333、r Nasdaq or regulatory authorities would apply additional and morestringent criteria to us after considering the effectiveness of our auditors auditprocedures and quality control procedures,adequacy of personnel and training,orsufficiency of resources,geographic reach or experience as it relates to the auditof our financial statements.See“Risk Factors Risks Related to Doing Businessin the PRC Rece