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1、F-1 1 formf-1.htm As filed with the U.S.Securities and Exchange Commission On September 3,2024 Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 EASTERN INTERNATIONAL LTD.东源全球股份有限公司(Exact name of Regi

2、strant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 4731 Not Applicable(State or other jurisdiction of(Primary Standard Industrial(I.R.S.Employerincorporation or organization)Classification Code Number)Identification number)Mr.Lin TanSuite 90

3、1-903,9th Floor,Building#2,Qianwan ZhiguChuanhua Smart CenterScience and Technology City BlockXiaoshan Economic and Technological Development ZoneXiaoshan District,Hangzhou,Zhejiang Province,China 311231Tel:+(86)-571-8235-6096(Address,including zip code,and telephone number,including area code,of Re

4、gistrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168Phone:(800)221-0102Fax:(800)944-6607(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Jeffrey Li,Esq.FisherBroyles,LLP1200 G Street NW,Suite

5、 800Washington,D.C.20005(202)830-5905 Joan Wu,Esq.Hunter Taubman Fischer&Li LLC950 Third Avenue,19th FloorNewYork,New York 10022(212)530-2206 Approximate date of commencement of proposed sale to the public:as soon as practicable after the effective date of thisregistration statement.If any of the se

6、curities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please checkt

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

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

9、tration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate b

10、y check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by th

11、e Financial Accounting StandardsBoard to its Accounting Standards Codification after April 5,2012.The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effectivedate until the Registrant shall file a further amendment which specifically state

12、s that this registration statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until theregistration statement shall become effective on such date as the Commission,acting pursuant to said Section 8(a),maydetermine.The information in th

13、is preliminary prospectus is not complete and may be changed.We may not sell these securities untilthe registration statement filed with the Securities and Exchange Commission is effective.This preliminary prospectus isnot an offer to sell these securities and it is not soliciting offers to buy thes

14、e securities in any jurisdiction where the offer orsale is not permitted.PRELIMINARY PROSPECTUS Subject to CompletionDated September 3,2024 1,600,000 Ordinary Shares EASTERN INTERNATIONAL LTD.This is the initial public offering of the ordinary shares of Eastern International Ltd.,par value$0.0001 pe

15、r share(“OrdinaryShares”).We are offering on a firm commitment basis 1,600,000 Ordinary Shares.We expect the initial public offering price of theshares to be in the range of$4 to$5 per Ordinary Share.Prior to the completion of this offering,there has been no public marketfor our Ordinary Shares.We w

16、ill apply to have our Ordinary Shares listed on the Nasdaq Capital Market(“NASDAQ”).We havereserved the trading symbol ELOG for listing on the NASDAQ.There is no guarantee or assurance that our Ordinary Shares willbe approved for listing on NASDAQ.However,we will not complete this offering unless we

17、 are so listed.Upon the completion of this offering,we will be a“controlled company”as defined under Nasdaq Stock Market Rules 5615(c)because Mr.Albert Wong,the Chairman of our board of directors and our Chief Executive Officer,will beneficially own 64.8%ofthe voting power of our total issued and ou

18、tstanding shares assuming the Underwriter does not exercise its over-allotment option,or 64.1%of the voting power our total issued and outstanding shares if the Underwriter exercises its over-allotment option in full.As a“controlled company,”we are permitted to elect not to comply with certain corpo

19、rate governance requirements.If we rely onthese exemptions,you will not have the same protection afforded to shareholders of companies that are subject to these corporategovernance requirements.We are an“emerging growth company,”as that term is used in the Jumpstart Our Business Startups Act of 2012

20、,and willbe subject to reduced public company reporting requirements.Investing in our Ordinary Shares is highly speculative and involves a significant degree of risk.See“Risk Factors”beginning on page 12 of this prospectus for a discussion of information that should be considered before making a dec

21、isionto purchase our Ordinary Shares.We are not a Chinese operating company but rather a Cayman Islands holding company without material operations and ourbusiness is conducted by our subsidiaries in China and this structure involves unique risks to investors.See“Risk Factors RisksRelated to Doing B

22、usiness in China Changes in Chinas economic,political or social conditions or government policies,couldhave a material adverse effect on our business and results of operations”and“Uncertainties and quick change in the interpretationand enforcement of Chinese laws and regulations with little advance

23、notice could result in a material and negative impact on ourbusiness operations,decrease the value of our Ordinary Shares and limit the legal protections available to you and us.”There are legal and operational risks associated with being based in and having all our operations in China.Recently,the

24、PRCgovernment initiated a series of regulatory actions and statements to regulate business operations in China with little advancenotice,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companieslisted overseas using variable interest enti

25、ty structure,adopting new measures to extend the scope of cybersecurity reviews,andexpanding the efforts in anti-monopoly enforcement.On July 6,2021,the General Office of the Communist Party of China CentralCommittee and the General Office of the State Council jointly issued an announcement to crack

26、 down on illegal activities in thesecurities market and promote the high-quality development of the capital market,which,among other things,requires the relevantgovernmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,to enhance supervisionover China-

27、based companies listed overseas,and to establish and improve the system of extraterritorial application of the PRCsecurities laws.On December 28,2021,Cybersecurity Review Measures was published by Cyberspace Administration of China orthe CAC,National Development and Reform Commission,Ministry of Ind

28、ustry and Information Technology,Ministry of PublicSecurity,Ministry of State Security,Ministry of Finance,Ministry of Commerce,Peoples Bank of China,State Administration forMarket Regulation,State Administration of Radio and Television,China Securities Regulatory Commission,State SecrecyAdministrat

29、ion and State Cryptography Administration,effective on February 15,2022,which provides that,Critical InformationInfrastructure Operators(“CIIOs”)that purchase internet products and services and Online Platform Operators engaging in dataprocessing activities that affect or may affect national securit

30、y shall be subject to the cybersecurity review by the CybersecurityReview Office.On November 14,2021,CAC published the Administration Measures for Cyber Data Security(Draft for PublicComments),or the“Cyber Data Security Measure(Draft)”,which requires cyberspace operators with personal information of

31、 morethan 1 million users who want to list abroad to file a cybersecurity review with the Office of Cybersecurity Review.On July 7,2022,CAC promulgated the Measures for the Security Assessment of Data Cross-border Transfer,effective on September 1,2022,which requires the data processors to apply for

32、 data cross-border security assessment coordinated by the CAC under the followingcircumstances:(i)any data processor transfers important data to overseas;(ii)any critical information infrastructure operator ordata processor who processes personal information of over 1 million people provides persona

33、l information to overseas;(iii)anydata processor who provides personal information to overseas and has already provided personal information of more than 100,000people or sensitive personal information of more than 10,000 people to overseas since January 1st of the previous year and;and(iv)other cir

34、cumstances under which the data cross-border transfer security assessment is required as prescribed by the CAC.OnFebruary 17,2023,the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by DomesticEnterprises(the“New Overseas Listing Rules”)with five interpret

35、ive guidelines,which took effect on March 31,2023.The NewOverseas Listing Rules require Chinese domestic enterprises to complete filings with relevant governmental authorities and reportrelated information under certain circumstances,such as:a)an issuer making an application for initial public offer

36、ing and listing inan overseas market;b)an issuer making an overseas securities offering after having been listed on an overseas market;c)adomestic company seeking an overseas direct or indirect listing of its assets through single or multiple acquisition(s),share swap,transfer of shares or other mea

37、ns.Pursuant to the New Overseas Listing Rules,domestic companies that seek initial public offeringor listing securities overseas,both directly and indirectly,shall file with the CSRC within three working days after the submissionof overseas offering/listing application.Furthermore,upon the occurrenc

38、e of any of the material events specified below after anissuer has completed its offering and listed its securities on an overseas stock exchange,the issuer shall submit a report thereof tothe CSRC within three working days after the occurrence and public disclosure of the event:(i)change of control

39、;(ii)investigations or sanctions imposed by overseas securities regulatory agencies or other competent authorities;(iii)change of listingstatus or transfer of listing segment;or(iv)voluntary or mandatory delisting.The New Overseas Listing Rules stipulate the legalconsequences to the companies for br

40、eaches,including failure to fulfil filing obligations or filing documents having false statementor misleading information or material omissions,which may result in a fine ranging from RMB 1 million to RMB 10 million,andin cases of severe violations,the relevant responsible persons may also be barred

41、 from entering the securities market.On February24,2023,the CSRC,the Ministry of Finance,the National Administration of State Secretes Protection and the National ArchivesAdministration released the Provisions on Strengthening the Confidentiality and Archives Administration Related to the OverseasSe

42、curities Offering and Listing by Domestic Companies,or the Confidentiality and Archives Administration Provisions,whichtook effect on March 31,2023.Chinese domestic enterprises seeking to offer securities and list on overseas markets,either directlyor indirectly,shall establish and improve the syste

43、m of confidentiality and archives work,and shall complete approval and filingprocedures with competent authorities,if such PRC domestic enterprises or their overseas listing entities provide or publiclydisclose documents or materials involving state secrets and work secrets of state organs to releva

44、nt securities companies,securitiesservice institutions,overseas regulatory agencies and other entities and individuals.It further stipulates that(i)providing orpublicly disclosing documents and materials which may adversely affect national security or public interests,and accountingrecords or photoc

45、opies thereof to relevant securities companies,securities service institutions,overseas regulatory agencies andother entities and individuals shall be subject to corresponding procedures in accordance with relevant laws and regulations;and(ii)any working papers formed in the territory of the PRC by

46、securities companies and securities service agencies that providedomestic enterprises with securities services relating to overseas securities issuance and listing shall be stored in the territory of thePRC,the outbound transfer of which shall be subject to corresponding procedures in accordance wit

47、h relevant laws andregulations.As of the date of this prospectus,these new laws and guidelines have not impacted the Companys ability to conduct itsbusiness,accept foreign investments,or list and trade on a U.S.or other foreign exchange except for the filing requirement withCSRC under New Overseas L

48、isting Rules.We provide domestic and cross-border professional logistic services including projectlogistic and general logistic.We are not cyberspace operators with personal information of more than 1 million users or activitiesthat affect or may affect national security and we dont have documents a

49、nd materials which may adversely affect national securityor public interests.However,there are uncertainties in the interpretation and enforcement of these new laws and guidelines,whichcould materially and adversely impact our business and financial outlook,may impact our ability to accept foreign i

50、nvestments,offer our securities to investors or to list on a U.S.or other foreign exchange,and could impact our ability to conduct our business.Any change in foreign investment regulations,and other policies in China or related enforcement actions by China governmentcould result in a material change

51、 in our operations and the value of our securities and could significantly limit or completely hinderour ability to offer our securities to investors or cause the value of our securities to significantly decline or be worthless.TheHolding Foreign Companies Accountable Act,or the HFCA Act,was enacted

52、 on December 18,2020.In accordance with theHFCA Act,trading in securities of any registrant on a national securities exchange or in the over-the-counter trading market in theUnited States may be prohibited if the PCAOB determines that it cannot inspect or fully investigate the registrants auditor fo

53、r threeconsecutive years beginning in 2021,and,as a result,an exchange may determine to delist the securities of such registrant.OnDecember 29,2022,a legislation entitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)wassigned into law by President Biden,which has shorte

54、ned the Holding Foreign Companies Accountable Acts timeline for a potentialtrading prohibition from three years to two years,thus reducing the time period before our securities may be prohibited fromtrading or delisted if our auditor is unable to meet the PCAOB inspection requirement.The Companys au

55、ditor is headquartered inthe U.S.and the Public Company Accounting Oversight Board(United States)(the“PCAOB”)currently has access to inspect theworking papers of our auditor and our auditor is not subject to the determinations announced by the PCAOB on December 16,2021,which determinations were vaca

56、ted on December 15,2022.The Holding Foreign Companies Accountable Act and relatedregulations currently does not affect the Company as the Companys auditor is subject to PCAOBs inspection and investigation.See“Risk Factors The Holding Foreign Companies Accountable Act,or the HFCA Act,and the related

57、regulations are evolvingquickly.Further implementations and interpretations of or amendments to the HFCA Act or the related regulations,or a PCOABsdetermination of its lack of sufficient access to inspect our auditor,might pose regulatory risks to and impose restrictions on usbecause of our operatio

58、ns in Hong Kong and mainland China.A potential consequence is that our ordinary shares may be delistedby the exchange.The delisting of our ordinary shares,or the threat of our ordinary shares being delisted,may materially andadversely affect the value of your investment.Additionally,the inability of

59、 the PCAOB to conduct full inspections of our auditordeprives our investors of the benefits of such inspections.”We are a holding company incorporated as an exempted company with limited liability in the Cayman Islands.As a holdingcompany with no material operations of our own,we conduct a substanti

60、al majority of our business through our operatingsubsidiaries in China.Our Ordinary Shares offered in this prospectus are shares of our Cayman Islands holding company,not theshares of our operating subsidiaries.As a holding company,we may rely on dividends and other distributions on equity paid by o

61、ur PRC subsidiaries for our cash andfinancing requirements.If any of our PRC subsidiaries incurs debt on its own behalf in the future,the instruments governing suchdebt may restrict their ability to pay dividends to us.However,our subsidiaries have not made any dividends or other distributionsto our

62、 holding company or any U.S.investors as of the date of this prospectus.In the future,cash proceeds raised from overseasfinancing activities,including this offering,may be transferred by us to our PRC subsidiaries via capital contribution or shareholderloans,as the case may be.See“Selected Consolida

63、ted Financial Statements”on page F-2 of this prospectus.Under existing PRC foreign exchange regulations,payments of current account items,such as profit distributions and trade andservice-related foreign exchange transactions,can be made in foreign currencies without prior approval from the StateAdm

64、inistration of Foreign Exchange in China(“SAFE”)by complying with certain procedural requirements.Therefore,our PRCsubsidiaries are able to pay dividends in foreign currencies to us without prior approval from SAFE,subject to the condition thatthe remittance of such dividends outside of the PRC comp

65、lies with certain procedures under PRC foreign exchange regulations,such as the overseas investment registrations by our shareholders or the ultimate shareholders of the Company who are PRCresidents.Approval from or registration with appropriate government authorities is,however,required where the R

66、MB is to beconverted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated inforeign currencies.The PRC government may also at its discretion restrict access in the future to foreign currencies for currentaccount transactions.For our Hong

67、Kong and BVI subsidiaries and the holding company(“Non-PRC Entities”),there is norestrictions on foreign exchange for such entities and they are able to transfer cash among these entities,across borders and to USinvestors.Also,there is no regulatory restrictions and limitations on the abilities of N

68、on-PRC Entities to distribute earnings fromtheir businesses,including from subsidiaries to the parent company or from the holding company to the U.S.investors.However,tothe extent cash/assets in the business is in PRC/Hong Kong or our PRC/Hong Kong entity,the funds/assets may not be available tofund

69、 operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions andlimitations on the ability of us or our subsidiaries by the PRC government to transfer cash/assets.Current PRC regulations permitour PRC subsidiaries to pay dividends to the Company

70、 only out of their accumulated profits,if any,determined in accordance withChinese accounting standards and regulations.In addition,our subsidiaries in China are required to set aside at least 10%of itsafter-tax profits each year,if any,to fund a statutory reserve until such reserve reaches 50%of th

71、eir respective registered capital.Although the statutory reserves can be used,among other ways,to increase the registered capital and eliminate future losses inexcess of retained earnings of the respective companies,the reserve funds are not distributable as cash dividends except in theevent of liqu

72、idation.See“Dividend Distribution and Cash Transfer Between the Holding Company and Subsidiaries”and“RiskFactorsRisks Related to Doing Business in China Governmental control of currency conversion may limit our ability to transfercash between us and our subsidiaries or investors including our abilit

73、y to utilize our net revenues effectively and affect the value ofyour investment.”As of the date of this prospectus,we do not have cash management policies and procedures in place that dictate how funds aretransferred through our organization.Rather,the funds can be transferred in accordance with th

74、e applicable PRC laws andregulations.Under existing PRC foreign exchange regulations,payments of current account items,such as profit distributions andtrade and service-related foreign exchange transactions,can be made in foreign currencies without prior approval from SAFE bycomplying with certain p

75、rocedural requirements.Therefore,WFOE is able to pay dividends in foreign currencies to us withoutprior approval from SAFE,subject to the condition that the remittance of such dividends outside of the PRC complies with certainprocedures under PRC foreign exchange regulations,such as the overseas inv

76、estment registrations by our shareholders who arePRC residents.Approval from or registration with appropriate government authorities is,however,required where the RMB is tobe converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominatedi

77、n foreign currencies.The PRC government may also at its discretion restrict access in the future to foreign currencies for currentaccount transactions.Current PRC regulations permit our PRC subsidiary to pay dividends to the Company only out of itsaccumulated profits,if any,determined in accordance

78、with Chinese accounting standards and regulations.In addition,oursubsidiary in China is required to set aside at least 10%of its after-tax profits each year,if any,to fund a statutory reserve until suchreserve reaches 50%of its registered capital.Although the statutory reserves can be used,among oth

79、er ways,to increase theregistered capital and eliminate future losses in excess of retained earnings of the respective companies,the reserve funds are notdistributable as cash dividends except in the event of liquidation.Under the existing laws of Hong Kong,funds from capitalaccounts can be repatria

80、ted and remitted overseas without restrictions,and there is no foreign exchange control imposed.Accordingto the current tax practice of the Hong Kong Inland Revenue Department,dividends paid on the Ordinary Shares would not besubject to any Hong Kong tax.See“Dividend Distribution and Cash Transfer B

81、etween the Holding Company and Subsidiaries”onpage 3.The terms“the Company”,“Eastern International”,“we”,“us”,“our company”,and“our”refer to Eastern International Ltd.,anexempted company incorporated under the laws of the Cayman Islands.Eastern Industrial Development Ltd.(“Eastern BVI”),acompany inc

82、orporated in BVI,is a wholly owned subsidiary of Eastern International.Eastern Group Limited(“Eastern HK”),acompany incorporated in Hong Kong,is a wholly owned subsidiary of Eastern BVI.and Hangzhou TC-Link Logistic Supply ChainManagement Co.,Ltd.(“Hangzhou TC-Link”or“WFOE”),a company incorporated i

83、n China and a wholly owned subsidiary ofEastern HK.We currently conduct substantially all of our business through Hangzhou TC-Links wholly owned subsidiary SuzhouTC-Link Logistics Co.,Ltd.and its wholly owned subsidiaries or branches in China,including Suzhou TC-Link Logistics Co.,Ltd.Shenzhen Branc

84、h office,Yancheng TC-Link Logistics Co.,Ltd.Yunnan Dongyuan Dadi International Logistics Co.,Ltd.,YunnanDongyuan Dadi International Logistics Co.,Ltd.Mohan Branch office,Chongqing Dayuan Logistics Co.,Ltd.,Wuxi TC-LinkLogistics Co.,Ltd.,Wuxi TC-Link Logistics Co.,Ltd.Dongbeitang Branch office.The se

85、curities offered in this prospectus aresecurities of Eastern International,our Cayman Islands holding company and investors are purchasing an interest in EasternInternational,not our operating entity in China.Neither the Securities and Exchange Commission nor any state securities commission has appr

86、oved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus.Any representation to the contrary is a criminaloffense.Per Share Total Public offering price$Underwriting discounts Proceeds to us,before expenses$(1)We have agreed to pay the underwriter a discount eq

87、ual to 7.25%of the public offering price.(2)We expect our total cash expense of this offering(including cash expenses payable to our underwriter for its out-of-pocketexpense)not to exceed$,exclusive of the discount above.These payments will further reduce proceeds available to usbefore expenses.For

88、a detailed description of the compensation to be received by the underwriter,see“Underwriting.”We have granted the underwriter a 45-day option to purchase up to an additional 240,000 Ordinary Shares at the public offeringprice,less the underwriting discounts,to cover any over-allotments.The offering

89、 is being made on a“firm commitment”basis.The underwriter is obligated to take and pay for all of the OrdinaryShares if any such Ordinary Shares are taken.We have granted the underwriters(the“Underwriter”),an option for a period of 45days after the closing of this offering to purchase up to 15%of th

90、e total number of our Ordinary Shares to be offered by us pursuantto this offering(excluding Ordinary Shares subject to this option),solely for the purpose of covering over-allotments,at the publicoffering price less the underwriting discounts.If the Underwriter exercises this option in full,the tot

91、al underwriting discountspayable will be$based on an assumed offering price of$per Ordinary Share,and the total gross proceeds to us,beforeunderwriting discounts and expenses,will be$.We have agreed to issue,on the closing date of this offering,the underwriters warrants to Maxim Partners LLC(or any

92、otherdesignee of Maxim Group LLC),to purchase an amount equal to 4%of the aggregate number of Ordinary Shares sold by us in thisoffering with an exercisable price equal to 120%of the public offering price.For a description of other terms of the underwriterswarrants and a description of the other com

93、pensation to be received by the underwriter,see“Underwriting.”The Underwriter expect to deliver the Ordinary Shares against payment as set forth under“Underwriting,”on or about,2024.Maxim Group LLC The date of this prospectus is,2024 TABLE OF CONTENTS PagePROSPECTUS SUMMARY1RISK FACTORS12SPECIAL NOT

94、E REGARDING FORWARD-LOOKING STATEMENTS43USE OF PROCEEDS45DIVIDEND POLICY46CAPITALIZATION47DILUTION48EXCHANGE RATE INFORMATION50ENFORCEABILITY OF CIVIL LIABILITIES51CORPORATE HISTORY AND STRUCTURE53MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS54INDUSTRY OVERVIEW6

95、7BUSINESS75MANAGEMENT95PRINCIPAL SHAREHOLDERS101RELATED PARTY TRANSACTIONS102DESCRIPTION OF SHARE CAPITAL104SHARES ELIGIBLE FOR FUTURE SALE111TAXATION112UNDERWRITING118EXPENSES RELATING TO THIS OFFERING127LEGAL MATTERS127EXPERTS127WHERE YOU CAN FIND ADDITIONAL INFORMATION127INDEX TO CONSOLIDATED FIN

96、ANCIAL STATEMENTSF-1 i About this Prospectus You should rely only on the information contained in this prospectus or in any related free-writing prospectus.We have notauthorized anyone to provide you with information different from that contained in this prospectus or any free-writing prospectus.We

97、are offering to sell,and seeking offers to buy,the Ordinary Shares only in jurisdictions where offers and sales are permitted.The information contained in this prospectus is current only as of the date of this prospectus,regardless of the time of delivery ofthis prospectus or of any sale of the Ordi

98、nary Shares.For investors outside the United States,neither we nor the Underwriter have done anything that would permit this offering orpossession or distribution of this prospectus in any jurisdiction,other than the United States,where action for that purpose isrequired.Persons outside the United S

99、tates who come into possession of this prospectus must inform themselves about,andobserve any restrictions relating to,the offering of the Ordinary Shares and the distribution of this prospectus outside the UnitedStates.We were incorporated under the laws of the Cayman Islands as an exempted company

100、 with limited liability and a majority of ouroutstanding securities are owned by non-U.S.residents.Under the rules of the SEC,we currently qualify for treatment as a“foreignprivate issuer.”As a foreign private issuer,we will not be required to file periodic reports and financial statements with the

101、SEC asfrequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934.Until and including,2024(25 days after the date of this prospectus),all dealers that effect transactions in these securities,whether or not participating in this offering

102、,may be required to deliver a prospectus.This is in addition to the dealersobligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.You should rely only on the information contained in this prospectus and any free writing prospectus

103、we may authorize to bedelivered to you.Neither we nor the Underwriter have authorized anyone to provide you with information different from,or inaddition to,that contained in this prospectus and any related free writing prospectus.We and the Underwriter take no responsibilityfor and can provide no a

104、ssurances as to the reliability of any information that others may give you.This prospectus is not an offerto sell,nor is it seeking an offer to buy,these securities in any jurisdiction where the offer or sale is not permitted.The informationcontained in this prospectus is only accurate as of the da

105、te of this prospectus,regardless of the time of delivery of this prospectusand any sale of our Ordinary Shares.Our business,financial condition,results of operations and prospects may have changed sincethat date.ii Other Pertinent Information Unless otherwise indicated or the context requires otherw

106、ise,references in this prospectus to:“Articles”refers to the amended and restated articles of association of the Company as adopted by a special resolutionspassed on February 7,2024;“China”or the“PRC”are to the Peoples Republic of China,excluding Taiwan and the special administrative regions ofHong

107、Kong and Macau for the purposes of this prospectus only;“Chongqing Dayuan”are to Chongqing Dayuan Logistics Co.,Ltd.,a wholly owned subsidiary of Suzhou TC-Link andincorporated under the laws of the Peoples Republic of China on April 30,2020;“Companies Act”are to the Companies Act(Revised)of the Cay

108、man Islands as the same may be amended from time totime;“Eastern BVI”are to Eastern Industrial Development Ltd.a wholly owned subsidiary of Eastern International andincorporated under laws of British Virgin Islands on August 10,2023;“Eastern HK”are to Eastern Group Limited,a wholly owned subsidiary

109、of Eastern BVI and incorporated under the lawsof the Hong Kong on September 4,2023;“Eastern International”“we,”“us,”“our company,”“the Company”and“our”are to are to Eastern International Ltd.,aCayman Islands exempted company with limited liability incorporated on July 27,2023;“EIT”is to PRC enterpri

110、se income tax;“Exchange Act”are to the Securities and Exchange Act of 1934,as amended;“Hangzhou TC-Link”or“WFOE”are to Hangzhou TC-Link Logistic Supply Chain Management Co.,Ltd.,a whollyowned subsidiary of Eastern HK and incorporated under the laws of the Peoples Republic of China on September 27,20

111、23;“Memorandum”refers to the amended and restated memorandum of association of the Company as adopted by a specialresolutions passed on February 7,2024;“Memorandum and Articles of Association”refers to the Memorandum and the Articles collectively;“MOFCOM”are to the Ministry of Commerce of the PRC;“O

112、rdinary Share(s)”are to our ordinary shares with a par value of US$0.0001 per share;“PCAOB”are to Public Company Accounting Oversight Board;“Preferred Shares(s)”are to our preferred shares with a par value of US$0.0001 per share;“RMB”and“Renminbi”are to the legal currency of China;“SAFE”are to the S

113、tate Administration of Foreign Exchange;“Securities Act”to the Securities Act of 1933,as amended;“Suzhou TC-Link”are to Suzhou TC-Link Logistics Co.,Ltd.a wholly owned subsidiary of Hangzhou TC-Link andincorporated under the laws of the Peoples Republic of China on January 9,2006 and its branch offi

114、ce of Suzhou TC-Link Logistics Co.,Ltd.Shenzhen Branch;“U.S.”are to the United States of America;“US$,”“U.S.dollars,”“$”and“dollars”are to the legal currency of the United States;“VIE”are to variable interest entity;and “Wuxi TC-Link”are to Wuxi TC-Link Logistics Co.,Ltd.a wholly owned subsidiary of

115、 Suzhou TC-Link incorporatedunder the laws of the Peoples Republic of China on May 19,2016 and its branch office of Wuxi TC-Link Logistics Co.,Ltd.Dongbeitang Branch;“Yancheng TC-Link”are to Yancheng TC-Link Logistics Co.,Ltd.a wholly owned subsidiary of Suzhou TC-Linkincorporated under the laws of

116、the Peoples Republic of China on June 22,2016;“Yunnan Dongyuan”are to Yunnan Dongyuan Dadi International Logistics Co.,Ltd.a wholly owned subsidiary ofSuzhou TC-Link incorporated under the laws of the Peoples Republic of China on November 5,2018 and its branchoffice of Yunnan Dongyuan Dadi Internati

117、onal Logistics Co.,Ltd.Mohan Branch.Unless the context indicates otherwise,all information in this prospectus assumes no exercise by the Underwriter of its over-allotment option.Our business is conducted by our subsidiaries in the PRC,using Renminbi(“RMB”),the currency of China.Our consolidatedfinan

118、cial statements are presented in U.S.dollars.In this prospectus,we refer to assets,obligations,commitments,and liabilities inour consolidated financial statements in U.S.dollars.These dollar references are based on the exchange rate of RMB to U.S.dollars,determined as of a specific date or for a spe

119、cific period.Changes in the exchange rate will affect the amount of ourobligations and the value of our assets in terms of U.S.dollars which may result in an increase or decrease in the amount of ourobligations(expressed in dollars)and the value of our assets,including accounts receivable(expressed

120、in dollars).iii PROSPECTUS SUMMARY This summary highlights certain information contained elsewhere in this prospectus.You should read the entire prospectuscarefully,including our financial statements and related notes and the risks described under“Risk Factors”beginning on page 12.We note that our a

121、ctual results and future events may differ significantly based upon a number of factors.This prospectus containsinformation from an industry report commissioned by us and prepared by CEVSN Information Consulting Co.,Ltd.,an independentresearch firm,to provide information regarding our industry and o

122、ur market position in China.We refer to this report as the“CEVSN Report”The reader should not put undue reliance on the forward-looking statements in this document,which speak onlyas of the date on the cover of this prospectus.Overview We are a holding company incorporated in the Cayman Islands.Our

123、Ordinary Shares offered in this prospectus are shares of ourCayman Islands holding company.As a holding company with no material operations of our own,we conduct our business throughour operating subsidiaries in China.We own 100%equity interest of all our subsidiaries including the operating subsidi

124、ary in Chinaand do not have a VIE structure.We,through Suzhou TC-Link,provide domestic and cross-border professional logistic services including project logistic andgeneral logistic for company clients.Suzhou TC-Link was established on January 9,2006 in Jiangsu Province,China.Suzhou TC-Link has obta

125、ined the internationally recognized IS09001 certificate of high-quality service(2015 standard),and it has 4 whollyowned subsidiaries,4 warehouses/logistic centers and 3 branch offices of its subsidiaries in China.Suzhou TC-Link was rated as akey logistics enterprise in Jiangsu Province by Industry a

126、nd Information Technology Department of Jiangsu in 2018,an AAA-levelcredit enterprise and a Class A contractor qualification for large power products transportation by China Water Resources andElectric Power Association On Physical Distribution in 2021 and 2023,respectively,and an AAA-level logistic

127、s enterprise byChina Federation of Logistics&Purchasing in 2023.Suzhou TC-Link and Yancheng TC-Link have the road transportation permitsfrom transportation bureau for large-size items/cargo transportation and Suzhou TC-Links business license also includes non-vessel operating common carrier business

128、.Suzhou TC-Links operating network covers key cities in mainland China,Hong Kong,Southeast Asia and Central Asia.Suzhou TC-Link has an independently developed enterprise resource planning(ERP)management system.Our project logistic services mainly include construction project logistics and special ca

129、rgo logistics for large or precisionequipment.Construction project logistics range from certain stage or entire process of construction projects.including purchase,packaging,storage,loading and unloading,transportation,fixation,installation of the equipment and machinery for construction aswell as o

130、ther related logistic services.We primarily provide our logistic solution services for new energy projects(including windpower turbine,photovoltaic,renewable energy storage,etc.),chemical equipment,engineering and infrastructure constructionprojects(including roads and bridges,tunnel construction).S

131、pecial cargo logistics for large or precision equipment refer to logisticservices to the manufacturers or purchasers of special and customized large and/or precision equipment,such as stampingmachines,lathe,aircraft engines,and others.We study the operations of our clients,analyze their logistics ne

132、eds and provide themwith specific solutions which will improve the cost efficiency and achieve higher services quality).We have provided logisticservices in China for wind power turbine projects which were exported to countries including Vietnam,UAE,Australia,SouthAfrica and Chile.Our general logist

133、ic services refer to the transportation,warehousing,loading and unloading,and distribution of ordinary products.For instance,we provide logistic services for the household appliances manufacturers including the transportation of goods frommanufacturing factories to warehouses,and to distributors war

134、ehouses nationwide according to customers instructions.Deliverycan be made in whole truckload or less-than truckload.we have built a network with subsidiaries and offices in Suzhou,Wuxi,Yancheng,Chengdu,Chongqing,Guangzhou,Shenzhen,Kunming,Mohan covering most of major cities and areas in China.The C

135、ompany has started its cross-border logistic services since 2019,mainly focus on inland transportation and railwaytransportation between Mainland China and Southeast Asia countries for cargoes,such as bulk commodities,electronic products,tires,new energy equipment and other machineries.For example,w

136、e completed transportation from Laos to China of 707 units of40ft containers,914 units of 20ft containers and 244 units of open top containers for rubber,iron ore,barley and Cassava starch in2022.We also provided service for the shipment of washing machines through China-Europe Railway Express to Eu

137、rope.The Company owns 20 trucks and has cooperative relationships with other owners and drivers for over 2,000 trucks for domesticlong-distance transportation and less than carload goods.When we receive orders and projects,we make inquires to thesedrivers/owners and ask them to provide a fee estimat

138、e for the job.If they provide reasonable price or their prices are less than costsfor which we use our own trucks,we will engage these drivers to undertake the transportation.We will provide them with time andlocation to load the goods and provide name,contact information and license plate of the dr

139、iver and truck to our clients.After thedelivery is completed,we will collect payment from the clients and pay such drivers directly.The Company also has 4warehouses/logistic centers in three different provinces,with a total of over 30,000 square meters areas providing general andspecial storage,dist

140、ribution and value-added services to clients.1 Our total revenues increased approximately by$16.3 million,or 67.4%,from approximately$24.2 million for the year endedMarch 31,2023 to approximately$40.5 million for the year ended March 31,2024.Our net income decreased by approximately$0.1 million,or 8

141、.9%,from net income approximately$1.2 million for the year ended March 31,2023 to net income approximately$1.1 million for the year ended March 31,2024.Our operating subsidiaries are incorporated and operating in mainland China and they have received all required permissions fromChinese authorities

142、to operate its current business in China,which are Business licenses,Customs Registration Certificate,BankAccount Open Permits,and Permits for Road Transportation of general goods and large sized items/cargo.As a logistic service provider,based on the advice of Zhonglun Law Firm,our PRC counsel,we d

143、o not believe that we and oursubsidiaries are Critical Information Infrastructure Operators(“CIIO”)or Online Platform Operators as defined in CybersecurityReview Measures published by Cyberspace Administration of China,National Development and Reform Commission,Ministry ofIndustry and Information Te

144、chnology,Ministry of Public Security,Ministry of State Security,Ministry of Finance,Ministry ofCommerce,Peoples Bank of China,State Administration for Market Regulation,State Administration of Radio and Television,China Securities Regulatory Commission,State Secrecy Administration and State Cryptogr

145、aphy Administration on December 28,2021 and became effective on February 15,2022.As of the date of this prospectus,we and our subsidiaries(1)are not required toobtain permissions from any PRC authorities to issue our securities being registered for sale to foreign investors other than thefiling requ

146、irement with CSRC within three business days after we make any oversea securities offering under New OverseasListing Rules,(2)are not subject to permission requirements from China Securities Regulatory Commission(the“CSRC”),Cyberspace Administration of China(“CAC”)or any other authority that is requ

147、ired to approve of our business operations inChina,and(3)have not received or were denied such permissions by any PRC authorities.Nevertheless,the General Office of theCentral Committee of the Communist Party of China and the General Office of the State Council jointly issued the“Opinions onSeverely

148、 Cracking Down on Illegal Securities Activities According to Law,”or the Opinions,which were made available to thepublic on July 6,2021.The Opinions emphasized the need to strengthen the administration over illegal securities activities,and theneed to strengthen the supervision over overseas listing

149、s by Chinese companies.On February 17,2023,the CSRC released theNew Overseas Listing Rules with five interpretive guidelines,which took effect on March 31,2023.The New Overseas ListingRules require Chinese domestic enterprises to complete filings with relevant governmental authorities and report rel

150、atedinformation under certain circumstances,such as:a)an issuer making an application for initial public offering and listing in anoverseas market;b)an issuer making an overseas securities offering after having been listed on an overseas market;c)a domesticcompany seeking an overseas direct or indir

151、ect listing of its assets through single or multiple acquisition(s),share swap,transfer ofshares or other means.Pursuant to the New Overseas Listing Rules,domestic companies that seek initial public offering or listingsecurities overseas,both directly and indirectly,shall file with the CSRC within t

152、hree working days after the submission ofoverseas offering/listing application.Furthermore,upon the occurrence of any of the material events specified below after an issuerhas completed its offering and listed its securities on an overseas stock exchange,the issuer shall submit a report thereof to t

153、heCSRC within three working days after the occurrence and public disclosure of the event:(i)change of control;(ii)investigations orsanctions imposed by overseas securities regulatory agencies or other competent authorities;(iii)change of listing status or transferof listing segment;or(iv)voluntary o

154、r mandatory delisting.The New Overseas Listing Rules stipulate the legal consequences tothe companies for breaches,including failure to fulfil filing obligations or filing documents having false statement or misleadinginformation or material omissions,which may result in a fine ranging from RMB 1 mi

155、llion to RMB 10 million,and in cases ofsevere violations,the relevant responsible persons may also be barred from entering the securities market.We are subject to therelevant filing procedures of the CSRC in connection with our overseas offerings under the New Overseas Listing Rules,includingthe pub

156、lic offering pursuant to this registration statement.On February 24,2023,the CSRC,the Ministry of Finance,the NationalAdministration of State Secretes Protection and the National Archives Administration released the Provisions on Strengthening theConfidentiality and Archives Administration Related t

157、o the Overseas Securities Offering and Listing by Domestic Companies,orthe Confidentiality and Archives Administration Provisions,which took effect on March 31,2023.PRC domestic enterprisesseeking to offer securities and list in overseas markets,either directly or indirectly,shall establish and impr

158、ove the system ofconfidentiality and archives work,and shall complete approval and filing procedures with competent authorities,if such PRCdomestic enterprises or their overseas listing entities provide or publicly disclose documents or materials involving state secrets andwork secrets of state orga

159、ns to relevant securities companies,securities service institutions,overseas regulatory agencies and otherentities and individuals.It further stipulates that(i)providing or publicly disclosing documents and materials which may adverselyaffect national security or public interests,and accounting reco

160、rds or photocopies thereof to relevant securities companies,securities service institutions,overseas regulatory agencies and other entities and individuals shall be subject to correspondingprocedures in accordance with relevant laws and regulations;and(ii)any working papers formed in the territory o

161、f the PRC bysecurities companies and securities service agencies that provide domestic enterprises with securities services relating to overseassecurities issuance and listing shall be stored in the territory of the PRC,the outbound transfer of which shall be subject tocorresponding procedures in ac

162、cordance with relevant laws and regulations.Our operating subsidiaries provide logistic services,and they are not cyberspace operators with personal information of more than 1 million users or activities that affect or may affectnational security and they dont have documents and materials which may

163、adversely affect national security or public interests.However,given the current PRC regulatory environment,it is uncertain whether we or our PRC subsidiaries will be able to obtainsuch permission or be required to obtain other permission from the PRC government to list on U.S.exchanges or offer its

164、 securitiesoverseas,and even when such permission is obtained,whether it will be denied or rescinded.If we or our subsidiaries do notreceive or maintain such permissions or approvals,inadvertently conclude that such permissions or approvals are not required,orapplicable laws,regulations,or interpret

165、ations change and we are required to obtain such permissions or approvals in the future,itcould significantly limit or completely hinder our ability to offer or continue to offer our securities to investors,cause the value ofour securities to significantly decline or become worthless and could resul

166、t in a material and negative impact on our businessoperations,including fines or penalties imposed by the relevant PRC regulatory authority,revocation our subsidiaries businesslicenses and suspension of their respective business operations.Our independent registered public accounting firm that issue

167、s the audit report included elsewhere in this prospectus,as an auditorof companies that are traded publicly in the United States and a firm registered with the PCAOB,is subject to laws in the UnitedStates pursuant to which the PCAOB conducts regular inspections to assess its compliance with the appl

168、icable professionalstandards.Our auditor is headquartered in the U.S.,and has been inspected by the PCAOB on a regular basis with the lastinspection in 2021 and is not subject to the determinations announced by the PCAOB on December 16,2021,which determinationswere vacated on December 15,2022.The Ho

169、lding Foreign Companies Accountable Act and related regulations currently does notaffect the Company as the Companys auditor is subject to PCAOBs inspection and investigation.However,should PRCauthorities obstruct or otherwise fail to facilitate the PCAOBs access in the future,the PCAOB Board will c

170、onsider the need toissue a new determination,and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and morestringent criteria to us after considering the effectiveness of our auditors audit procedures and quality control procedures,adequacyof personnel and training

171、,or sufficiency of resources,geographic reach,or experience as it relates to our audit.If it is laterdetermined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority ina foreign jurisdiction or any other reasons,the lack of inspection c

172、ould cause the trading in our securities to be prohibited under theHolding Foreign Companies Accountable Act,and as a result Nasdaq may delist our securities.If our securities are unable to belisted on another securities exchange,such a delisting would substantially impair your ability to sell or pu

173、rchase our securitieswhen you wish to do so,and the risk and uncertainty associated with a potential delisting would have a negative impact on theprice of our Ordinary Shares.Further,new laws and regulations or changes in laws and regulations in both the United States andChina could affect our abili

174、ty to list our Ordinary Shares on Nasdaq,which could materially impair the market for and market pricefor our securities.2 Dividend Distribution and Cash Transfer Between the Holding Company and Subsidiaries Our PRC operating entity receives substantially all of our revenue in RMB.Under our current

175、corporate structure,to fund any cashand financing requirements.We may rely on dividend payments from Eastern HK and WFOE.WFOE receives dividend paymentsfrom our operating subsidiaries.WFOE may make distribution of such payments to Eastern HK as dividends.Under existing PRC foreign exchange regulatio

176、ns,payments of current account items,such as profit distributions and trade andservice-related foreign exchange transactions,can be made in foreign currencies without prior approval from SAFE by complyingwith certain procedural requirements.Therefore,WFOE is able to pay dividends in foreign currenci

177、es to us without prior approvalfrom SAFE,subject to the condition that the remittance of such dividends outside of the PRC complies with certain proceduresunder PRC foreign exchange regulations,such as the overseas investment registrations by our shareholders who are PRC residents.Approval from or r

178、egistration with appropriate government authorities is,however,required where the RMB is to be converted intoforeign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreigncurrencies.The PRC government may also at its discretion restrict acces

179、s in the future to foreign currencies for current accounttransactions.Current PRC regulations permit our PRC subsidiary to pay dividends to the Company only out of its accumulated profits,if any,determined in accordance with Chinese accounting standards and regulations.In addition,our subsidiary in

180、China is required to setaside at least 10%of its after-tax profits each year,if any,to fund a statutory reserve until such reserve reaches 50%of itsregistered capital.Although the statutory reserves can be used,among other ways,to increase the registered capital and eliminatefuture losses in excess

181、of retained earnings of the respective companies,the reserve funds are not distributable as cash dividendsexcept in the event of liquidation.Under the existing laws of Hong Kong,funds from capital accounts can be repatriated andremitted overseas without restrictions,and there is no foreign exchange

182、control imposed.According to the current tax practice ofthe Hong Kong Inland Revenue Department,dividends paid on the Ordinary Shares would not be subject to any Hong Kong tax.As of the date of this prospectus,WFOE has not made any dividends or distributions to Eastern HK,and Eastern HK has not made

183、any dividends or distribution to the holding company,and no dividends or distributions have been made by the Company to itsshareholders.We intend to keep any future earnings to re-invest in and finance the expansion of our business,and we do notanticipate that any cash dividends will be paid in the

184、foreseeable future.Under the Cayman Islands law,a Cayman Islands companymay pay a dividend on its shares out of either profit or share premium amount,provided that in no circumstances may a dividendbe paid if this would result in the company being unable to pay its debts due in the ordinary course o

185、f business.Cash dividends,if any,on our Ordinary Shares will be paid in U.S.dollars.If we are considered a PRC tax resident enterprise fortax purposes,any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may besubject to PRC withholding tax at a r

186、ate of up to 10.0%.Pursuant to the Arrangement between the Mainland of China and the HongKong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Tax Evasion With Respectto Taxes On Income,or the Double Tax Avoidance Arrangement,the 10%withholding tax rate

187、 may be lowered to 5%,if therecipient of the relevant dividends qualifies certain necessary requirements,including without limitation that(a)the Hong Kongproject must be the beneficial owner of the relevant dividends;and(b)the Hong Kong project must directly hold no less than 25%share ownership in t

188、he PRC project during the 12 consecutive months preceding its receipt of the dividends.The 5%withholdingtax rate,however,does not automatically apply and in current practice,a Hong Kong project must obtain a tax resident certificatefrom the Hong Kong tax authority to apply for the 5%lower PRC withho

189、lding tax rate.As the Hong Kong tax authority will issuesuch a tax resident certificate on a case-by-case basis,we cannot assure you that we will be able to obtain the tax residentcertificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5%under the Dou

190、bleTaxation Arrangement with respect to any dividends paid by WFOE to its immediate holding company,Eastern HK.As of the dateof this prospectus,we have not applied for the tax resident certificate from the relevant Hong Kong tax authority.Eastern HKintends to apply for the tax resident certificate i

191、f and when WFOE plans to declare and pay dividends to Eastern HK.3 Our Competitive Strengths We believe the following strengths differentiate us from our competitors and are key drivers of our success:(1)Technical and qualification advantages We are committed to become one of the leading comprehensi

192、ve project logistics service providers in China and Southeast Asiacountries.As a logistics supplier for construction and engineering projects in China,we have obtained relevant technicalqualifications and government permits necessary for providing such services legally,such as large-cargo transporta

193、tion permit andnon-vessel operating carrier qualification approved and granted by the transportation authorities.We have also obtained a Class Acontractor qualification for large cargo transportation issued by China Water Resources and Electric Power Material CirculationAssociation.To obtain these q

194、ualifications,the applicants are typically subject to stringent assessment and verification by relevantauthorities which is a major barrier for other business trying to enter into this area.(2)Geographic Advantage The Company is located in Eastern China,an economically developed region in mainland C

195、hina.The businesses in this region haveexpanded across Chinese and overseas markets.The Companys operating headquarters are located in Suzhou city,and it has wholly-owned subsidiaries in Wuxi,Yancheng,Chongqing,and Kunming.Yancheng is a base for Chinas offshore wind power turbine industry,a pioneer

196、for Chinas offshorewind power turbine development.The company has established long-term strategic cooperation with Sheyang Port in Yancheng,and Yangjiang Port in Guangdong,and seized the opportunity to tap into regional resources and gained unique prime locationadvantages to access to the massive of

197、fshore wind power turbine industry in China.(3)Brand Advantages After nearly 20 years of development,the Companys reputation in the Chinese project logistics industry has been well recognizedby the industry.The Company has established long-term strategic cooperation with leading domestic enterprises

198、 in wind powerturbine,photovoltaic,power storage,electrical appliances,daily chemical,chemical equipment and other industries(includingwell-known state-owned large enterprises,and listed leading enterprises,etc.).The Company was featured in the economicprograms on China central TV in March 2019 and

199、January 2024,respectively.(4)Talents Advantages Over 78.94%of our management and finance professionals have college degree or above.The average age of our management andfinancial professionals is 40 years old.Over 61.11%of our technicians have a college degree or above and more than 80%of ourtechnic

200、ians have over 15 years of experience in the industry.The project logistics industry requires comprehensive talents withdiverse skills,knowledge and backgrounds in operations,management,e-commerce,marketing,third-party logistics management,and other related fields.Chinas project logistics industry w

201、ill face a relative shortage of high-end talents for a long period of time.After years of development,the Company has established a professional and stable logistics business team,with certain talent andteam advantages.At present,the core management personnel of the Company are stable and most of th

202、em having more than 15years of experience in the logistics industry.Our team has a deep understanding of the project logistics industry and can accuratelygrasp the industrys development trends.Based on the Companys well-developed operating system and information system,thebusiness team can quickly r

203、espond to various market demands and provide customers with timely and efficient engineeringlogistics services.However,our management team lacks public company experience,which could impair our ability to comply with legal andregulatory requirements such as those imposed by the Sarbanes-Oxley Act of

204、 2002.Our senior management does not haveexperience managing a publicly-traded company and such responsibilities include complying with federal securities laws andmaking required disclosures on a timely basis.See Risk Factors-Risks Related to Our Business-The relative lack of publiccompany experienc

205、e of our management team may put us at a competitive disadvantage.4 Our Growth Strategy We are committed to become one of the leading comprehensive project logistics service providers in China and Southeast Asiacountries,with following strategies to further our growth.Expand Market Share in China We

206、 will leverage our existing advantages in terms of brand,talent,and technology to fulfil ourexpansions in Chinese domestic project logistics and general logistics market.With a successful initial public offering and listingon Nasdaq,we believe our existing clients have more confidence in us and with

207、 additional financing and resources from the capitalmarket,we can increase our capacity to meet with our clients needs.We will also explore in providing our services to new clientsof other related industries that we are not currently serving with our experience,capacity,connection and resources Rece

208、ntly,wehave been engaged in trial orders for the transportation of aircraft engines and other precision equipment and will further explorethis market as there is much potentials.Developing markets in Southeast Asia Countries.To meet the increasing needs for logistics services for the business expans

209、ion andcommercial development by Chinese companies in Southeast Asia countries,we plan to expand our project logistics services tothese countries to follow the steps of our existing clients that are the industry leaders and are involving in the construction ofmanufacturing plants and infrastructure

210、projects in the Southeast Asia countries.Extension of Service Scopes.We will extend our services to cover more areas along the supply chain system,to provide additionalupstream and downstream services,enable our clients to enhance their operation efficiency and quality,including the hoisting andinst

211、allation of machineries,parts and engines replacement,repair and maintenance.Also,to apply such services to new clients invarious industries such as the providing of services to the aviation industry in the moving of aircraft engines.Improve engineering technology and equipment.We plan to actively d

212、evelop and optimize our logistics management system toprovide an integrated platform for the entire management and operation uses.We will also aggressively upgrade and update ourtechnology,know-how,equipment and tools to cope with our development,improve our competitiveness,better control operatingc

213、ost,reduce energy consumption and carbon emissions.Seeking Strategic Partnership and Acquisition Opportunities.We will seek opportunities to establish long term strategicpartnership with industry leaders and their stakeholders in various industries,and will explore opportunities in acquisitions of g

214、oodassets and targets to further increase our business scales.Corporate History and Structure Eastern International Ltd.is a holding company incorporated in the Cayman Islands on July 27,2023.Eastern International Ltd.established its directly wholly owned subsidiary,Eastern Industrial Development Lt

215、d.(“Eastern BVI”)on August 10,2023.EasternBVI established its directly wholly owned subsidiary Eastern Group Limited(“Eastern HK”)on September 4,2023.Eastern HKestablished a wholly foreign-owned subsidiary Hangzhou TC-Link Logistics Supply Chain Management Co.,Ltd.(“Hangzhou TC-Link”or“WFOE”)in Chin

216、a on September 27,2023.Eastern International Ltd.,Eastern BVI,Eastern HK and WFOE have nomaterial operations.In anticipation of this offering,we completed a reorganization of the Company by October 16,2023.5 The Ordinary Shares offered in this offering are shares of the Cayman Islands holding compan

217、y.As a holding company with nomaterial operations of our own,we conduct a substantial majority of our operations through our subsidiary based in China.Since Eastern International Ltd.and its subsidiaries are effectively controlled by the same controlling shareholders before and afterthe Reorganizati

218、on,they are considered under common control.The above-mentioned transactions were accounted for as arecapitalization.The consolidation of the Company and its subsidiaries has been accounted for at historical cost and prepared onthe basis as if the aforementioned transactions had become effective as

219、of the beginning of the first period presented in theaccompanying consolidated financial statements.Upon the Reorganization,the Company has subsidiaries in countries and jurisdictions including PRC,Hong Kong and BVI.Detailsof the subsidiaries of the Company are set out below:Name of Entity Date ofIn

220、corporation Place ofIncorporation%ofOwnership Principal ActivitiesEastern BVI 8/10/2023 BVI 100 Holding CompanyEastern HK 9/4/2023 Hong Kong 100 Holding CompanySuzhou TC-Link 1/9/2006 China 100 Logistic Services(Transportation andwarehouse subleasingservices)Hangzhou TC-Link 9/27/2023 China 100 Hold

221、ing Company(WFOE)Yancheng TC-Link 6/22/2016 China 100 Logistic Services(Transportation andwarehouse subleasingservices)Yunnan Dongyuan 11/5/2018 China 100 Transportation servicesChongqing Dayuan 4/30/2020 China 100 Transportation servicesWuxi TC-Link 5/19/2016 China 100 Warehouse subleasingservices

222、The following diagram illustrates our corporate structure,including our subsidiaries and consolidated affiliated entities,as of thedate of this prospectus and immediately upon the completion of this offering,assuming no exercise of the over-allotment by theUnderwriter:6 As a result of our corporate

223、structure,the Companys ability to pay dividends may depend upon dividends paid by our subsidiaries.If our existing subsidiaries or any newly formed ones incur debt on their own behalf in the future,the instruments governing theirdebt may restrict their ability to pay dividends to us.We have adopted

224、a dual-class share structure such that our shares consist of Ordinary Shares and Preferred Shares.In respect ofmatters requiring the votes of shareholders,each Ordinary Share is entitled to one(1)vote and each Preferred Share is entitled toten(10)votes.The Preferred Shares may be converted into Ordi

225、nary Shares by its holder at any time at the option of the holder.Wewill sell Ordinary Shares in this offering.We have authorized 50,000,000 Preferred Shares and our Chairman and Chief ExecutiveOfficer Mr.Albert Wong beneficially owns all 1,000,000 issued and outstanding Preferred Shares and 4,266,0

226、00 Ordinary Shares.Mr.Albert Wong will hold 64.8%of the aggregate voting power of our total issued and outstanding shares immediately upon thecompletion of this offering,assuming the underwriters do not exercise their over-allotment option,and will hold 64.1%of theaggregate voting power of our total

227、 issued and outstanding shares immediately upon the completion of this offering assuming theunderwriters exercise their over-allotment option in full;and therefore will continue to have,substantial influence over ourbusiness,including decisions regarding mergers,consolidations and the sale of all or

228、 substantially all of our assets,election ofdirectors and other significant corporate actions.On February 21,2024,the Company issued 417,000 Ordinary Shares to four investors,including 317,000 Ordinary Shares to thirdparty investors and 100,000 Ordinary Shares to our chief financial officer,in a pri

229、vate placement transaction for aggregatedproceeds of$834,000.Implications of Being a“Foreign Private Issuer”We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934,as amended(the“Exchange Act”).As such,we are exempt from certain provisions applicable

230、 to United States domestic public companies.Forexample:we are not required to provide as many Exchange Act reports,or as frequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our home country requirements,which are less rigorous thanthe rules that apply

231、 to domestic public companies;we are not required to provide the same level of disclosure on certain issues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures ofmaterial information;we are not required to comply

232、 with the sections of the Exchange Act regulating the solicitation of proxies,consents orauthorizations in respect of a security registered under the Exchange Act;and our insiders are not required to comply with Section 16 of the Exchange Act requiring such individuals and entities to filepublic rep

233、orts of their share ownership and trading activities and establishing insider liability for profits realized from any“short-swing”trading transaction.7 Implications of Being an“Emerging Growth Company”We are an“emerging growth company,”as defined in the Jumpstart Our Business Startups Act(the“JOBS A

234、ct”),and we areeligible to take advantage of certain exemptions from various reporting and financial disclosure requirements that are applicable toother public companies that are not emerging growth companies,including but not limited to(1)presenting only two years ofaudited financial statements and

235、 only two years of related managements discussion and analysis of financial condition and resultsof operations in this prospectus,(2)not being required to comply with the auditor attestation requirements of Section 404 of theSarbanes-Oxley Act of 2002(the“Sarbanes-Oxley Act”),(3)reduced disclosure o

236、bligations regarding executive compensation inour periodic reports and proxy statements,and(4)exemptions from the requirements of holding a non-binding advisory vote onexecutive compensation and shareholder approval of any golden parachute payments not previously approved.We intend to takeadvantage

237、of these exemptions.As a result,investors may find investing in our Ordinary Shares less attractive.In addition,Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extendedtransition period provided in Section 7(a)(2)(B)of the Securities Act of 1933,as

238、 amended(the“Securities Act”),for complyingwith new or revised accounting standards.As a result,an emerging growth company can delay the adoption of certain accountingstandards until those standards would otherwise apply to private companies.We intend to take advantage of such extendedtransition per

239、iod.We could remain an emerging growth company for up to five years,or until the earliest of(1)the last day of the first fiscal year inwhich our annual gross revenues exceed$1.235 billion,(2)the date that we become a“large accelerated filer”as defined in Rule12b-2 under the Exchange Act,which would

240、occur if the market value of our Ordinary Shares that is held by non-affiliates exceeds$700 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reportingfor at least 12 months,or(3)the date on which we have issued more than$1 billion in

241、non-convertible debt during the precedingthree-year period.Implications of Being a“Controlled Company”Under the Nasdaq rules,a“controlled company”is a company with more than 50%of its voting power held by a single person,entity or group.Public Companies that qualify as a“Controlled Company”with secu

242、rities listed on the Nasdaq Stock Market(Nasdaq),must comply with the exchanges continued listing standards to maintain their listings.Nasdaq has adopted qualitativelisting standards.Companies that do not comply with these corporate governance requirements may lose their listing status.UnderNasdaq r

243、ules,a controlled company is exempt from certain corporate governance requirements including:the requirement that a majority of the board of directors consist of independent directors;the requirement that a listed company have a nominating and governance committee that is composed entirely ofindepen

244、dent directors with a written charter addressing the committees purpose and responsibilities;the requirement that a listed company have a compensation committee that is composed entirely of independent directorswith a written charter addressing the committees purpose and responsibilities;and the req

245、uirement for an annual performance evaluation of the nominating and governance committee and compensationcommittee.Controlled companies must still comply with the exchanges other corporate governance standards.These include having an auditcommittee and the special meetings of independent or non-mana

246、gement directors.Upon the completion of this offering,Mr.Albert Wong,the Chairman of our board of directors and our Chief Executive Officer,Mr.Albert Wong,the Chairman of our board of directors and our Chief Executive Officer,will beneficially own 64.8%of thevoting power for election of directors as

247、suming the Underwriter does not exercise its over-allotment option,or 64.1%of the votingpower for election of directors if the Underwriter exercises its over-allotment option in full.As a result,upon completion of thisoffering,we will be a“controlled company”as defined under the Nasdaq Stock Market

248、Rules.As a“controlled company,”we willbe permitted to elect not to comply with certain corporate governance requirements.See“Risk FactorsRisks related to ourOrdinary Shares and this offering We will be a“controlled company”as defined under the Nasdaq Stock Market Rules.As aresult,we may rely on exem

249、ptions from certain corporate governance requirements and holders of our Ordinary Shares may nothave the same protections generally available to shareholders of other companies listed on stock exchanges in the United States.”Corporate Information Our principal executive offices are located at Suite

250、901-903,9th Floor,Building#2,Qianwan Zhigu,Chuanhua SmartCenterScience and Technology City Block,Xiaoshan Economic and Technological Development Zone,Xiaoshan District,Hangzhou,Zhejiang Province,China 311231.Our telephone number at this address is+86-571-8235-6096.Our registered office inthe Cayman

251、Islands is located at 3-212 Governors Square,23 Lime Tree Bay Avenue,P.O.Box 30746,Seven Mile Beach,GrandCayman KY1-1203,Cayman Islands.Our agent for service of process in the United States is Cogency Global Inc.located at 122East 42nd Street,18th Floor,New York,NY 10168.Investors should contact us

252、for any inquiries through the address and telephonenumber of our principal executive offices.Our website is .The information contained on our website is not a part ofthis prospectus.Summary of Risk Factors We are a holding company incorporated in the Cayman Islands,investing in our Ordinary Shares i

253、nvolves significant risks.All ofour revenues were generated by our PRC operating subsidiary.You should carefully consider all of the information in thisprospectus before making an investment in our Ordinary Shares.We are subject to a number of risks,including risks that mayprevent us from achieving

254、our business objectives or may adversely affect our business,financial condition,results of operations,cash flows and prospects.Risks Related to Our Business The Company is subject to risks related to public health crises such as the global pandemic associated with thecoronavirus(COVID-19).(see page

255、 12 of this prospectus)We have a substantial customer concentration,with a limited number of customers accounting for a large portion of ourrevenues.(see page 13 of this prospectus)8 We face risks associated with the items we deliver and the contents of shipments handled through our logistics networ

256、ks,including real or perceived quality issues with the services,and risks inherent in the logistics industry,including personalinjury,product damage,and transportation-related incidents.(see page 14 of this prospectus)Uncertain economic or social conditions may adversely impact demand for our produc

257、ts or cause our customers and otherbusiness partners to suffer financial hardship,which could adversely impact our business.(see page 12 of this prospectus)A significant change in customer relationships or in customer demand for our services could have a significant impact onour business(see page 13

258、 of this prospectus)Our business may be affected by fluctuations in Chinas transportation market.(see page 15 of this prospectus)We may not be able to prevent others from unauthorized use of our intellectual property,which could harm our businessand competitive position.(see page 20 of this prospect

259、us)We may be subject to intellectual property infringement claims,which may be expensive to defend and may disrupt ourbusiness and operations.(see page 21 of this prospectus)Risks Relating to Doing Business in China Changes in Chinas economic,political or social conditions or government policies cou

260、ld have a material adverse effect onour business and results of operations.(see page 23 of this prospectus)We may rely on dividends and other distributions on equity paid by our WFOE to fund any cash and financingrequirements we may have.Any limitation on the ability of our WFOE to pay dividends to

261、us could have a materialadverse effect on our ability to conduct our business.(see page 25 of this prospectus)PRC regulation of loans to,and direct investment in,PRC entities by offshore holding companies and governmentalcontrol of currency conversion may restrict or prevent us from using the procee

262、ds of this offering to make loans to ourPRC subsidiaries or to make additional capital contributions to our PRC subsidiaries,which may materially and adverselyaffect our liquidity and our ability to fund and expand our business.(see page 25 of this prospectus)Uncertainties and quick change in the PR

263、C legal system with little advance notice could result in a material and negativeimpact our business operations,decrease the value of our Ordinary Shares and limit the legal protections available to youand us.(see page 25 of this prospectus)The Chinese government exerts substantial influence over th

264、e manner in which we must conduct our business,and mayintervene or influence our operations at any time,which could result in a material change in our operations,significantlylimit or completely hinder our ability to offer or continue to offer securities to investors and,and cause the value of ourOr

265、dinary Shares to significantly decline or be worthless.(see page 28 of this prospectus)Because we are a Cayman Islands corporation and all of our business is conducted in the PRC,you may be unable to bringan action against us or our officers and directors or to enforce any judgment you may obtain.It

266、 may also be difficult foryou or overseas regulators to conduct investigations or collect evidence within China.(see page 28 of this prospectus)9 The Holding Foreign Companies Accountable Act,or the HFCA Act,and the related regulations are evolving quickly.Further implementations and interpretations

267、 of or amendments to the HFCA Act or the related regulations,or a PCOABsdetermination of its lack of sufficient access to inspect our auditor,might pose regulatory risks to and impose restrictionson us because of our operations in mainland China.A potential consequence is that our Ordinary Shares ma

268、y be delistedby the exchange.The delisting of our Ordinary Shares,or the threat of our Ordinary Shares being delisted,may materiallyand adversely affect the value of your investment.Additionally,the inability of the PCAOB to conduct full inspections ofour auditor deprives our investors of the benefi

269、ts of such inspections.(see page 29 of this prospectus)The filing with the China Securities Regulatory Commission(“CSRC”)is required in connection with this offering underNew Overseas Listing Rules,and,if required,we cannot assure you that we will be able to timely make such filing,inwhich case we m

270、ay face sanctions by the CSRC or other PRC regulatory agencies for failure to timely file with the CSRCfor this offering.(see page 31 of this prospectus)Regulatory bodies of the United States may be limited in their ability to conduct investigations or inspections of ouroperations in China.(see page

271、 34 of this prospectus)Risks Related to Our Ordinary Shares and This Offering There has been no public market for our shares prior to this offering,and if an active trading market does not develop youmay not be able to resell our shares at or above the price you paid,or at all.(see page 35 of this p

272、rospectus)We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.(see page 37of this prospectus)We are not likely to pay cash dividends in the foreseeable future.(see page 38 of this prospectus)These risks are discussed more fully in the section t

273、itled“Risk Factors”beginning on page 12 of this prospectus,and otherinformation included in this prospectus,for a discussion of these and other risks and uncertainties that we face.10 The Offering Below is a summary of the terms of the offering:Issuer Eastern International Ltd.Securities being offer

274、ed:1,600,000 Ordinary Shares.Initial offering price:We currently estimate that the initial public offering price will be between$4.00 and$5.00 per Ordinary Share.Number of Ordinary Sharesoutstanding before the offering:10,417,000 of our Ordinary Shares are outstanding as of the date of this prospect

275、us.Over-allotment option We have granted the Underwriter an option for a period of 45 days to purchase up to anaggregate of 240,000 additional Ordinary Shares.Number of Ordinary SharesOutstanding After the Offering:12,017,000 Ordinary Shares assuming no exercise of the Underwriters over-allotmentopt

276、ion.12,257,000 Ordinary Shares assuming full exercise of the Underwriters over-allotmentoption.Gross proceeds to us,net ofunderwriting discounts but beforeexpenses1:Between$5,936,000 and$7,420,000,based on an offering price between$4.00 and$5.00.Use of proceeds:We intend to use the net proceeds of t

277、his offering:(1)approximately 20%fordevelopment of project logistic business in Southeast Asia;(2)approximately 20%forinvestment in equipment and machines and other capital expenditure;(3)approximately10%for development of logistic management system and internal training for employeesto improve mana

278、gement and technical skills;(4)approximately 10%for potentialacquisition of high quality logistic team or company;and(5)approximately 40%forworking capital and other general corporate purposes,see“Use of Proceeds”on page 45.Lock-up All of our directors and officers and certain shareholders have agre

279、ed with theUnderwriter,subject to certain exceptions,not to sell,transfer or dispose of,directly orindirectly,any of our Ordinary Shares or securities convertible into or exercisable orexchangeable for our Ordinary Shares for a period of six months after the effectivenessof the registration statemen

280、t,of which this prospectus forms a part.See“Shares Eligiblefor Future Sale”and“Underwriting”for more information.Transfer Agent Proposed Nasdaq Symbol:ELOG Risk factors:Investing in our Ordinary Shares involves a high degree of risk.As an investor,youshould be able to bear a complete loss of your in

281、vestment.You should carefully considerthe information set forth in the“Risk Factors”section beginning on page 12.1Excludes Ordinary Shares pursuant to the Underwriters over-allotment option.11 RISK FACTORS An investment in our Ordinary Shares involves significant risks.You should carefully consider

282、all of the information in thisprospectus,including the risks and uncertainties described below,before making an investment in our Ordinary Shares.Any of thefollowing risks could have a material adverse effect on our business,financial condition and results of operations.In any suchcase,the market pr

283、ice of our Ordinary Shares could decline,and you may lose all or part of your investment.Risks Related to Our Business The Company is subject to risks related to public health crises such as the global pandemic associated with the coronavirus(COVID-19).The Company will be impacted by public health c

284、risis such as the global pandemic associated with COVID-19.Any outbreak ofpandemic will have significant impact to overall economy and demands for our services.The COVID-19 pandemic has createdunique global and industry-wide challenges,including challenges to many aspects of our business.In the firs

285、t half of 2020,theCOVID-19 pandemic resulted in quarantines,travel restrictions,the temporary closure of business venues and facilities in China.The Company primarily conducts its business operations in the PRC.In response to the evolving dynamics related to the COVID-19 outbreak,the Company has fol

286、lowed the guidelines of local government authorities as it prioritizes the health and safety of itsemployees,suppliers,customers and business partners.Starting in July 2020,our business has recovered as individuals and entitiesresumed their business activities which were delayed or postponed due to

287、the COVID-19 outbreak.However,travel restrictions,quarantine requirements and/or temporary closure of office buildings and facilities have been imposed by local governments due tothe outbreak of Omicron variant in Suzhou and many other cities in China,including Shenzhen,Wuxi,Shanghai,Nanchang andCho

288、ngqing in 2022.In early December 2022,Chinese government eased the strict control measure for COVID-19,which has led tosurge in increased infections and disruption in our business operations in December 2022 and January 2023.Any future impact ofCOVID-19 on our operation results will depend on,to a l

289、arge extent,future developments and new information that may emergeregarding the duration and resurgence of COVID-19 variants and the actions taken by government authorities to contain COVID-19 or treat its impact,almost all of which are beyond our control.Due to the significant uncertainties surrou

290、nding any furtheroutbreak or resurgence of COVID-19 and actions that might be taken by governmental authorities,the extent of the future businessdisruption and the related financial impacts on our business cannot be reasonably estimated at this time.In general,our business could be adversely affecte

291、d by the epidemics,including,but not limited to,COVID-19,avian influenza,severe acute respiratory syndrome(SARS),the influenza A virus,the Ebola virus,or other outbreaks.In response to an epidemic orother outbreaks,governments and other organizations may adopt regulations and policies that could lea

292、d to severe disruption to ourdaily operations,including temporary closure of our offices and other facilities.These severe conditions may cause us and/or ourpartners to make internal adjustments,including but not limited to,temporarily closing down business,limiting business hours,andsetting restric

293、tions on travel and/or visits with clients and partners for a prolonged period of time.Various impacts arising fromsevere conditions may cause business disruption,resulting in material,adverse effects to our financial condition and results ofoperations.Uncertain economic or social conditions may adv

294、ersely impact demand for our products or cause our customers and otherbusiness partners to suffer financial hardship,which could adversely impact our business.Our business could be negatively impacted by reduced demand for our products related to one or more significant local,regional orglobal econo

295、mic or social disruptions.These disruptions have included and may in the future include:a slow-down,recession orinflationary pressures in the general economy;reduced market growth rates;tighter credit markets for our suppliers,vendors orcustomers;a significant shift in government policies;significan

296、t social unrest;the deterioration of economic relations betweencountries or regions,including potential negative consumer sentiment toward non-local products or sources;or the inability toconduct day-to-day transactions through our financial intermediaries to pay funds to or collect funds from our c

297、ustomers,vendorsand suppliers.Additionally,these and other economic conditions may cause our suppliers,distributors,contractors or other third-party partners to suffer financial or operational difficulties that they cannot overcome,resulting in their inability to provide us withthe materials and ser

298、vices we need,in which case our business and results of operations could be adversely affected.Customers may also suffer financial hardships due to economic conditions such that their accounts become uncollectible or aresubject to longer collection cycles.In addition,if we are unable to generate suf

299、ficient sales,income and cash flow,it could affectthe Companys ability to achieve expected share repurchase and dividend payments.12 We have a substantial customer concentration,with a limited number of customers accounting for a large portion of ourrevenues.We derive a large portion of our revenues

300、 from a few major customers.For the year ended March 31,2024,two customersaccounted for approximately 35%and 23%of the Companys total revenues,respectively.For the year ended on March 31,2023,two major customers accounted for approximately 23%and 15%of the Companys total revenue,respectively.There a

301、re inherentrisks whenever a large percentage of the total revenue is concentrated with one customer.It is not possible for us to predict thefuture level of demand for our services that will be generated by such customer or the future demand for our services by suchcustomer.If such customer experienc

302、e declining or delayed demands due to market,economic or competitive conditions,we couldbe pressured to reduce our prices or they could decrease the purchase quantity of our services,which could have an adverse effecton our margins and financial position,and could negatively affect our revenues and

303、results of operations.If our largest customerterminates the purchase of our services,such termination would materially negatively affect our revenues,results of operations andfinancial condition.We rely on a limited number of vendors,and the loss of our significant vendor could harm our business,and

304、 the loss of any oneof such vendors could have a material adverse effect on our business.We purchase a significant portion of our supplies from a few major suppliers.For the year ended March 31,2024,one supplieraccounted for approximately 32%of the total purchases.For the year ended March 31,2023,on

305、e major supplier accounted forapproximately 32%of our total purchases.If any of these suppliers increase the price for raw materials,we could be pressured toincrease our prices or reduce our profit margin,which could cause us to lose customers and negatively affect our revenues andprofit margin.A si

306、gnificant change in customer relationships or in customer demand for our services could have a significant impact on ourbusiness.We provide most of our services via large construction company customers and small retailers,which include mass merchandisers,e-commerce(including social commerce)channels

307、.Our success depends on our ability to successfully manage relationships withour customers,which includes our ability to offer terms that are mutually acceptable and are aligned with our pricing andprofitability targets.Continued concentration among our customers could create significant cost and ma

308、rgin pressure on ourbusiness,and our business performance could suffer if we cannot reach agreement with a key customer on terms and principles.Our business could also be negatively impacted if a key customer were to significantly reduce the spending in projects and ourservices due to slow down of g

309、eneral economy in China and decrease in infrastructure investment.We face intense competition which could adversely affect our results of operations and market share.The industries we operate in are highly competitive and fragmented and we may compete with a broad range of companies,such asintegrate

310、d supply chain solution and service providers,and express and freight delivery service providers.Specifically,there aremultiple existing market players that offer integrated supply chain solutions and logistics services,and there may be new entrantsemerging in each of the markets we operate in,which

311、 compete to attract,engage and retain consumers and merchants.Thesecompanies may have greater financial,technological,research and development,marketing,distribution,and other resources thanwe do.They may also have longer operating histories,a larger customer base or broader and deeper market covera

312、ge.As a result,our competitors may be able to respond more quickly and effectively to new or evolving opportunities,technologies,standards oruser requirements than we do and may have the ability to initiate or withstand significant regulatory changes and industryevolvement.Furthermore,when we expand

313、 into other markets,we will face competition from new competitors,domestic orforeign,who may also enter markets where we currently operate or plan to operate.13 Any significant increase in competition may have a material adverse effect on our revenue and profitability as well as on ouroperations and

314、 business prospect.We cannot assure you that we will be able to continuously distinguish our services from those ofour competitors,preserve and improve our relationships with various participants in the logistics industry,or increase or evenmaintain our existing market share.We may experience the lo

315、ss of market share,and our financial condition and results ofoperations may deteriorate if we fail to compete effectively.In addition,many operators in the logistics industry have consolidated in recent years to create larger enterprises with greaterbargaining power,which created greater competitive

316、 pressures on us.If this consolidation trend continues,this industry will bemore competitive.New partnerships and strategic alliances in the logistics industry also can alter market dynamics and adverselyimpact our businesses and competitive positioning.If we cannot equip ourselves with necessary re

317、sources and skills,we may loseour market share as competition increases.In addition,our current and potential competitors may also establish cooperative orstrategic relationships amongst themselves or with third parties that may further enhance their resources and offerings.If we areunable to antici

318、pate or react to these competitive challenges,our competitive position could be undermined,and we couldexperience a decline in growth which may adversely affect our business,financial condition and results of operations.Further,certain large retailers or e-commerce platforms may establish or further

319、 develop their own logistics networks leveraging on theirestablished warehousing and delivery capacities in selected areas in order to gain control of the consumer touchpoint and to createsynergies with their businesses.They may also compete with us for qualified delivery personnel and warehouse sta

320、ff withcompetitive remuneration.Any of the above could adversely affect our results of operations and market share.We face risks associated with the items we deliver and the contents of shipments handled through our logistics networks,including real or perceived quality issues with the services,and

321、risks inherent in the logistics industry,including personalinjury,product damage,and transportation-related incidents.We handle a large volume of parcels,equipment and freights across our logistics network,and face challenges with respect to theprotection and examination of these items.Parcels,equip

322、ment and freights delivered by us may be delayed,stolen,damaged or lostduring delivery for various reasons,and we may be perceived or found liable for such incidents.In addition,we may fail to screenparcels and detect unsafe,prohibited or restricted items.Unsafe items,such as flammables and explosiv

323、es,toxic or corrosive itemsand radioactive materials,may damage other parcels in our network,harm the personnel and facilities of us,or even injure therecipients.Furthermore,if we fail to prevent prohibited or restricted items from entering into our network and if we participate inthe transportation

324、 and delivery of such items unknowingly,we may be subject to administrative or even criminal penalties,and ifany personal injury or property damage is concurrently caused,we may also be liable for civil compensation.The delivery of parcels,equipment and freights also involves inherent risks.We const

325、antly use a large number of vehicles andpersonnel in transportation,and are therefore subject to risks associated with transportation safety.The insurance maintained by usmay not fully cover the liabilities caused by transportation related injuries or losses.From time to time,the vehicles and person

326、nelof our third-party business partners may be involved in transportation and vehicle accidents,and the parcels carried by them maybe lost or damaged.In addition,frictions or disputes may occasionally arise from the direct interactions between the pickup anddelivery personnel with senders and recipi

327、ents.Personal injuries or property damages may arise if such incidents escalate.Any of the foregoing could disrupt our services,cause us to incur substantial expenses and divert the time and attention of ourmanagement.We may face claims and incur significant liabilities if found liable or partially

328、liable for any of injuries,damages orlosses.Claims against us may exceed the amount of our insurance coverage,or may not be covered by insurance at all.Anyuninsured or underinsured loss could negatively influence our business and financial condition.Governmental authorities may alsoimpose significan

329、t fines on us or require us to adopt costly preventive measures.Furthermore,if our services are perceived to beinsecure or unsafe by our customers,our business volume may be significantly reduced,and our business,financial condition andresults of operations may be materially and adversely affected.1

330、4 We may be exposed to credit risks in relation to defaults from customers.Our exposure to credit risk may be influenced mainly by the individual characteristics of each customer as well as the industry orcountry in which the customers operate,and may be concentrated on few number of customers.Altho

331、ugh we will monitor ourexposure to credit risk on an ongoing basis and make periodic judgment on impairment of overdue receivables based on thelikelihood of collectability,we cannot assure you that all of our customers are creditworthy and reputable and will not default onpayments in the future.If w

332、e encounter significant delays or defaults in payment by our customers or are otherwise unable torecover our accounts receivables,our cash flow,liquidity and financial condition may be materially and adversely affected.Failure to successfully implement our business strategy,effectively respond to ch

333、anges in market dynamics and satisfactorilymeet customer demand will cause our future financial results to suffer.We are making significant investments and other decisions in connection with our long-term business strategy including our abilityto expand the breadth and depth of our solutions and services and further invest in technologies.Such initiatives and enhancementsmay require us to make sig