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1、2024/11/18 08:46sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htmhttps:/www.sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htm1/216F-1 1 ea0209662-06.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on November 13,2024.Regi

2、strationNo.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_MaxsMaking Inc.(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)_British Virgin Islands 23

3、90 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification number)Room 903,Building 2,Kangjian Business Plaza,No.1288 Zhennan RoadPutuo District,Shanghai,China,200331Tel:+86(021)62990223(Address,incl

4、udingzipcode,andtelephonenumber,includingareacode,ofRegistrantsprincipale_Puglisi&Associates850 Library Avenue,Suite 204Newark,DE19711Tel:(302)738-6680(Name,address,including zip code,and telephone number,including area code,ofagent for service)_Copies of all communications,including communicationss

5、ent to agent for service,should be sent to:Wei Wang,Esq.Ellenoff Grossman&Schole LLP1345 Avenue of the Americas,11thFloorNewYork,NewYork 10105Tel:(212)370-1300 Elliot H.Lutzker,Esq.Federica Pantana,Esq.Davidoff Hutcher&Citron,LLP605 Third Avenue,34th FloorNewYork,NY 10158Tel:(212)557-7200_Approximat

6、e date of commencement of proposed sale to the public:As soon aspracticable after this registration statement becomes effective.If any of the securities being registered on this Form are to be offered on a delayed orcontinuous basis pursuant to Rule415 under the Securities Actof1933,check the follow

7、ing box.If this Form is filed to register additional securities for an offering pursuant toRule462(b)under the Securities Act,please check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering.If this Form is

8、a post-effective amendment filed pursuant to Rule462(c)under theSecurities Act,check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(d

9、)under theSecurities Act,check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined inRule405 of the Securities Actof1933

10、.Emerging growth company If an emerging growth company that prepares its financial statements in accordance withU.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuan

11、t toSection7(a)(2)(B)of the Securities Act._ The term“new or revised financial accounting standard”refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April5,2012.The Registrant hereby amends this registration statement on such date o

12、r dates asmay be necessary to delay its effective date until the Registrant shall file afurther amendment which specifically states that this registration statement shallthereafter become effective in accordance with Section8(a)of the SecuritiesActof1933,as amended,or until the registration statemen

13、t shall become effectiveon such date as the Commission,acting pursuant to said Section8(a),may determine.2024/11/18 08:46sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htmhttps:/www.sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htm2/216Table of ContentsThe

14、information in this preliminary prospectus is not complete and may bechanged.We may not sell these securities until the registration statementfiled with the Securities and Exchange Commission is effective.Thispreliminary prospectus is not an offer to sell these securities and we arenot soliciting of

15、fers to buy these securities in any jurisdiction where theoffer or sale is not permitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION,DATED NOVEMBER 13,20242,000,000 A SharesMaxsMaking Inc.This is the initial public offering of the A shares,par value$0.01 per share(the“A Shares”),of MaxsMaking Inc.,

16、a British Virgin Islands(“BVI”)businesscompany that conducts substantially all of its current operations in the PeoplesRepublic of China(“China”or the“PRC”).Throughout this prospectus,unless thecontext indicates otherwise,references to“MaxsMaking”refer to MaxsMaking Inc.,our BVI holding company and

17、references to“we,”the“Company,”“our company,”orsimilar terms are to MaxsMaking and its consolidated subsidiaries.Investors are cautioned that the A Shares being offered under thisprospectus are securities of MaxsMaking,our BVI holding company,which isnot our Chinese operating company nor does it hav

18、e any substantive businessoperations.MaxsMaking conducts business in China through the consolidatedPRC subsidiaries(the“PRC subsidiaries”).We are offering 2,000,000 A Shares.We expect the initial public offering priceof the A Shares to be in the range of$4.00 to$5.00 per share.Prior to thisoffering,

19、there has been no public market for our A Shares.We have applied to haveour AShares listed for trading on The Nasdaq Capital Market(“Nasdaq”)under thesymbol“MAMK.”We cannot guarantee that we will be successful in listing our AShares on Nasdaq;however,we will not complete this offering unless we are

20、solisted.Upon the completion of this offering,our issued and outstanding shares willconsist of two classes,the A Shares being offered and the B Shares.Holders of AShares and B Shares have essentially the same rights except for voting and conversionrights.Holders of the A Shares are entitled to one v

21、ote per share and holders of theB Shares are entitled to 30 votes per share,and each B Share is convertible into oneA Share under certain circumstances.The A Shares are not convertible into B Sharesunder any circumstances.See“Description of Shares.”Upon the completion of this offering,we will be a“c

22、ontrolled company”asdefined under the Nasdaq Listing Rules,because Mr.Xiaozhong Lin,our founder,Chief Executive Officer,and Chairman,and Ms.Xuefen Zhang,our founder,ChiefOperating Officer and director,as the beneficial holders of all the issued andoutstanding B Shares and an aggregate of 7,425,000 A

23、 Shares,representing 99.9%ofthe total voting power of our currently issued and outstanding shares,willbeneficially own all the issued and outstanding B Shares and approximately 77.5%ofthe issued and outstanding Ashares and will be able to exercise approximately 99.1%of the total voting power of our

24、issued and outstanding shares immediately after theconsummation of this offering,assuming the underwriters do not exercise their over-allotment option.For as long as we remain a controlled company under thatdefinition,we are permitted to elect to rely,and may rely,on certain exemptionsfrom certain N

25、asdaq corporate governance requirements.For more information,including a more detailed description of risks related to being a“controlledcompany,”see“Prospectus SummaryImplications of Being a Controlled Company”and“Risk FactorsRisks Related to Our Business and IndustryWe will be acontrolled company

26、as defined under the Nasdaq Listing Rules.Although we do notintend to rely on the controlled company exemption under the Nasdaq Listing Rules,we could elect to rely on this exemption in the future and you will not have the sameprotection afforded to shareholders of companies that are subject to thes

27、e corporategovernance requirements.”We are both an“emerging growth company”and a“foreign private issuer”asdefined under the U.S.federal securities laws and,as such,may elect to complywith certain reduced public company reporting requirements for this and futurefilings.See“Prospectus SummaryImplicati

28、ons of Being an Emerging GrowthCompany”and“Prospectus SummaryImplications of Being a Foreign PrivateIssuer.”2024/11/18 08:46sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htmhttps:/www.sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htm3/216Table of ContentsI

29、nvesting in our A Shares involves significant risks.These risks could result ina material change in the value of the securities we are registering for sale or couldsignificantly limit or completely hinder our ability to offer or continue to offersecurities to investors.Our A Shares being offered in

30、this prospectus are shares ofMaxsMaking,which has no material operations of its own and conducts substantiallyall of its operations through our operating entities established in the PRC.For adescription of our corporate structure,see“Corporate Structure”beginning onpage64.As we conduct substantially

31、 all of our operations in China,we are subject tolegal and operational risks associated with having substantially all of ouroperations in China.These risks include,but are not limited to,risks related tothe legal,political and economic policies of the PRC government and the relationsbetween China an

32、d the UnitedStates,or Chinese or UnitedStates regulations.Thereare risks arising from the legal systems in China,including the risks anduncertainties regarding the interpretation,application and enforcement of currentand future PRC laws and regulations.The rules and regulations in China can changequ

33、ickly with little advance notice and uncertainties in the interpretation andenforcement of PRC laws,rules and regulations could limit the legal protectionsavailable to you and us.The PRC government may intervene or influence our operationsat any time.It may also exert more control over offerings con

34、ducted overseas and/orforeign investment in China-based issuers,which may significantly limit orcompletely hinder the Companys ability to offer or continue to offer securities toinvestors.These risks could result in a material change in our operations and/orcause the value of our A Shares to signifi

35、cantly decline or become worthless andaffect our ability to offer or continue to offer securities to investors.See“RiskFactorsRisks Related to Doing Business in ChinaChanges in the politicaland economic policies of the PRC government or in relations between China and theUnited States may materially

36、and adversely affect our business,financial conditionand results of operations and may result in our inability to sustain our growth andexpansion strategies”beginning on page 19,“Risk FactorsRisks Related toDoing Business in ChinaThere may be risks and uncertainties regarding theinterpretation,appli

37、cation,and enforcement of current and future PRC laws,rulesand regulations,”beginning on page 19,“Risk FactorsRisks Related to DoingBusiness in ChinaThe PRC government exerts substantial influence over the mannerin which we conduct our business activities.The PRC government may also intervene orinfl

38、uence our operations and this offering at any time or may exert more control overofferings conducted overseas and/or foreign investment in China-based issuers,whichcould result in a material change in our operations and our A Shares could decline invalue or become worthless,”beginning on page 22,and

39、“Risk FactorsRisksRelated to Doing Business in ChinaThe rules and regulations in China can changequickly with little advance notice and uncertainties in the interpretation andenforcement of PRC laws,rules and regulations could limit the legal protectionsavailable to you and us”beginning on page 22 f

40、or discussions of these legal andoperational risks due to our corporate structure and having substantially all of ouroperations in China.Recently,the PRC government initiated a series of regulatory actions and made anumber of public statements on the regulation of business operations in China,includ

41、ing cracking down on illegal activities in the securities market,enhancingsupervision over China-based companies listed overseas,adopting new measures toextend the scope of cybersecurity reviews,and expanding efforts in anti-monopolyenforcement.As advised by our PRC counsel,Beijing Dacheng Law Offic

42、es,LLP(Fuzhou),as of the date of this prospectus,we are not directly subject to theseregulatory actions or statements because we have not implemented any monopolisticbehavior and our business does not involve the collection of individual user data,implicate cybersecurity,or involve any other type of

43、 restricted industry.On February17,2023,the CSRC released the Trial Administrative Measures ofOverseas Securities Offering and Listing by Domestic Companies(the“TrialMeasures”),effective on March31,2023.The Trial Measures require the filing ofthe overseas offering and listing plan by PRC domestic co

44、mpanies with the CSRC undercertain conditions,and the filing with the China Securities Regulatory Commission(the“CSRC”)by their underwriters associated with such companies overseassecurities offering and listing.In the opinion of our PRC counsel,Beijing DachengLaw Offices,LLP(Fuzhou),we are subject

45、to the filing requirements of the TrialMeasures in connection with this offering.As of the date of this prospectus,we havecompleted the filing for this offering with the CSRC in compliance with the TrialMeasures and the CSRC has concluded the filing procedure and published the filingresults on the C

46、SRC website on July 8,2024.As a result,we have received allrequisite permissions and/or approvals from the CSRC in connection with thisoffering.However,if the CSRC later determines that the disclosures in our filingfor this offering are inadequate or not in full compliance with its requirements orst

47、andards,we may face fines and penalties imposed by the CSRC.As further advised byour PRC counsel,as of the date of this prospectus,other than the filing with theCSRC pursuant to the Trial Measures,which we have completed for this offering,noeffective laws or regulations in the PRC explicitly require

48、 us to seek approval fromthe CSRC or any other PRC 2024/11/18 08:46sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htmhttps:/www.sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htm4/216Table of Contentsgovernmental authorities for our overseas listing plan,nor

49、 has our company or any ofour subsidiaries received any inquiry,notice,warning or sanctions regarding ourplanned overseas listing from the CSRC or any other PRC governmental authorities.However,any further actions by the PRC government to exert more oversight andcontrol over offerings that are condu

50、cted overseas and foreign investment in China-based issuers or any failure by us to fully comply with new regulatory requirementsmay significantly limit or completely hinder our ability to offer or continue tooffer our A Shares,cause significant disruption to our business operations,andseverely dama

51、ge our reputation,which would materially and adversely affect ourfinancial condition and results of operations and cause our AShares tosignificantly decline in value or become worthless.The potential impact of the newlaws and regulations on our daily operations,our ability to accept foreigninvestmen

52、ts and on our ability to list on an U.S.exchange remains highly uncertain.The Standing Committee of the National Peoples Congress(the“SCNPC”)or other PRCregulatory authorities may in the future promulgate laws,regulations or implementingrules that require our company,or any of our subsidiaries to ob

53、tain regulatoryapproval from Chinese authorities before listing in the U.S.If any of our PRCsubsidiaries or our holding company were required to obtain approval in the futureand were denied permission from PRC authorities to list on an U.S.exchange,ourability to conduct our business may be materiall

54、y impacted,we may not be able tocontinue listing on any U.S.exchange and continue to offer securities to investors.As a result,the interest of our investors may be materially adversely affected andour A Shares may significantly decrease in value or become worthless.See“RiskFactors”beginning on page1

55、8for a discussion of these legal and operational risksand other information that should be considered before making a decision to purchaseour A Shares.Recently,given the more stringent criteria have been imposed by the Securitiesand Exchange Commission(the“SEC”)and the Public Company Accounting Over

56、sightBoard(the“PCAOB”)with regard to the inspection of auditors,our securities may beprohibited from trading if our auditor cannot be fully inspected.On December16,2021,the PCAOB issued its determination that the PCAOB is unable to inspect orinvestigate completely PCAOB-registered public accounting

57、firms headquartered inmainland China and in HongKong,because of positions taken by PRC authorities inthose jurisdictions,and the PCAOB included in the report of its determination a listof the accounting firms that are headquartered in the PRC or HongKong.Our auditor,Onestop Assurance PAC,is headquar

58、tered in Singapore,subject to PCAOB inspection,with the last inspection conducted on July13,2023.The PCAOB currently has accessto inspect the working papers of our auditor and our auditor was not subject to thedeterminations announced by the PCAOB on December16,2021,which were vacated onDecember15,2

59、022.Under the Holding Foreign Companies Accountable Act,as amendedby the Consolidated Appropriations Act,2023,or the HFCA Act,if the SEC determinesthat we have filed audit reports issued by a registered public accounting firm thathas not been subject to inspection by the PCAOB for two consecutiveyea

60、rs,the SECwill prohibit our shares from being traded on a national securities exchange or inthe over-the-counter trading market in the U.S.The delisting of our A Shares or thethreat of their being delisted,may materially and adversely affect the value of yourinvestment.These risks could result in a

61、material adverse change in our operationsand the value of our A Shares,significantly limit or completely hinder our abilityto offer or continue to offer securities to investors,or cause the value of suchsecurities to significantly decline or become worthless.On December15,2022,thePCAOB determined th

62、at the PCAOB was able to secure complete access to inspect andinvestigate registered public accounting firms headquartered in mainland China andHongKong and voted to vacate its previous determinations to the contrary.OnDecember29,2022,the Consolidated Appropriations Act,2023,was signed into law,whic

63、h amended the HFCA Act(i)to reduce the number of consecutive non-inspectionyears required for triggering the prohibitions under the HFCA Act fromthreeyears to two,and(ii)so that any foreign jurisdiction could be the reasonwhy the PCAOB does not have complete access to inspect or investigate a compan

64、ysauditor.As it was originally enacted,the HFCA Act applied only if the PCAOBsinability to inspect or investigate was due to a position taken by an authority inthe foreign jurisdiction where the relevant public accounting firm is located.As aresult of the Consolidated Appropriations Act,2023,the HFC

65、A Act now also applies ifthe PCAOBs inability to inspect or investigate the relevant accounting firm is dueto a position taken by an authority in any foreign jurisdiction.The denyingjurisdiction does not need to be where the accounting firm is located.If the PCAOBdetermines in the future that it is

66、unable to inspect or investigate completely ourauditor and we continue to use such auditor to issue an audit report on our financialstatements filed with the SEC,our securities will be delisted from the stockexchange.See“Risk FactorsRisks Related to Doing Business in ChinaOurshares may be delisted u

67、nder the HFCA Act if the PCAOB is unable to inspect ourauditors.The delisting of our A Shares,or the threat of their being delisted,maymaterially and adversely affect 2024/11/18 08:46sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htmhttps:/www.sec.gov/Archives/edgar/data/2008007

68、/000121390024097747/ea0209662-06.htm5/216Table of Contentsthe value of your investment.Furthermore,on December29,2022,the ConsolidatedAppropriations Act,2023,was enacted,which,amends the HFCA Act and requires theSEC to prohibit an issuers securities from trading on any U.S.stock exchanges ifits audi

69、tor is not subject to PCAOB inspections for two consecutiveyears instead ofthree consecutiveyears”on page 34.We may rely on dividends and other distributions paid by our PRC subsidiaries forour cash and financing requirements.If any of our PRC subsidiaries incurs debt onits own behalf in the future,

70、the instruments governing such debt may restrict itsability to pay dividends to us.In the future,cash proceeds raised from overseasfinancing activities,including this offering,may be transferred by us to our PRCsubsidiaries via capital contribution or shareholder loans,as the case may be.However,our

71、 PRC subsidiaries are subject to certain restrictions with respect topaying dividends or otherwise transferring any of their net assets to us.Under PRClaws and regulations,the Renminbi is currently convertible under the“currentaccount,”which includes dividends,trade and service-related foreign excha

72、ngetransactions.Remittance of dividends by a wholly foreign-owned enterprise out ofChina is also subject to examination by the banks designated by the StateAdministration of Foreign Exchange,or SAFE.Therefore,currently our PRCsubsidiaries may purchase foreign currency for settlement of“current accou

73、nttransactions,”including payment of dividends to us without the approval of SAFE bycomplying with certain procedural requirements.Remittance of dividends by a whollyforeign-owned enterprise out of China is subject to examination by the banksdesignated by SAFE.And foreign exchange transactions under

74、 the“capital account”,includes foreign direct investment and foreign currency debt,including loans we maysecure for our onshore subsidiaries,remain subject to limitations and requireapprovals from,or registration with,SAFE and other relevant PRC governmentalauthorities.In addition,our PRC subsidiari

75、es are required to set aside at least 10%of its accumulated after-tax profits,if any,each year to fund a certain statutoryreserve fund,until the aggregate amount of such fund reaches 50%of its registeredcapital.Where the statutory reserve fund is insufficient to cover any loss the PRCsubsidiary incu

76、rred in the previous financial year,its current financial yearsaccumulated after-tax profits shall first be used to cover the loss before anystatutory reserve fund is drawn therefrom.Under PRC laws and regulations,our PRCsubsidiaries are permitted to pay dividends only out of its retained earnings,i

77、fany,as determined in accordance with PRC accounting standards and regulations.Suchstatutory reserve funds,the accumulated after-tax profits that are used for coveringthe loss,and the paid-up capital cannot be distributed to us as dividends.As aresult,our PRC subsidiaries may be restricted in its ab

78、ility to transfer assets tous in the form of dividends,loans or advances.As of October31,2023 and 2022,these restricted assets totaled$665,560 and$478,739,respectively.For risksrelating to dividends paid by our PRC subsidiaries,see“Risk FactorsRisksRelated to Doing Business in ChinaWe rely on divide

79、nds and other distributionspaid by our subsidiaries to fund offshore cash and financing requirements and anylimitation on the ability of our PRC subsidiaries to transfer cash out of Chinaand/or make remittance to pay dividends to us could limit our ability to access cashgenerated by the operations o

80、f those entities.”on page 30.Furthermore,the PRC government imposes controls on the conversion of RMB intoforeign currencies and the remittance of currencies out of the PRC.Shortages in theavailability of foreign currency may temporarily delay the ability of our PRCsubsidiaries to remit sufficient f

81、oreign currency to pay dividends or other paymentsto us,or otherwise satisfy their foreign currency denominated obligations.It mayalso delay us from using the proceeds of this offering to make loans or additionalcapital contributions to our PRC subsidiaries.For risks relating to the governmentalcont

82、rol of currency conversion,see“Risk FactorsRisks Related to DoingBusiness in ChinaPRC regulation of loans to and direct investment in PRCentities by offshore holding companies and governmental control of currencyconversion may delay us from using the proceeds of this offering to make loans oradditio

83、nal capital contributions to our PRC subsidiaries,which could materially andadversely affect our liquidity and our ability to fund and expand our business.”onpage 29 and“Risk FactorsRisks Related to Doing Business inChinaRestrictions on currency exchange may limit our ability to utilize ourrevenues

84、effectively.”on page32.Also,the PRC Enterprise Income Tax Law and itsimplementation rules provide that a withholding tax at a rate of 10%will beapplicable to dividends payable by PRC companies to non-PRC-resident enterprisesunless reduced under treaties or arrangements between the PRC central govern

85、ment andthe governments of other countries or regions where the non-PRC resident enterprisesare tax resident.To the extent cash or assets in our business are in the PRC orHongKong or a PRC or HongKong entity,the funds or assets may not be available tofund operations or for other use outside of the P

86、RC or HongKong in the event of anyinterventions in or the imposition of restrictions and limitations on the ability ofour company and our subsidiaries by the PRC government to transfer cash or assets.For risks relating to the fund flows of our operations in China,see“RiskFactorsRisks Related to Doin

87、g Business in ChinaTo the extent cash orassets in our business are in the PRC or HongKong or a PRC or HongKong 2024/11/18 08:46sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htmhttps:/www.sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htm6/216Table of Conten

88、tsentity,the funds or assets may not be available to fund operations or for other useoutside of the PRC or HongKong in the event of any interventions in or theimposition of restrictions and limitations on the ability of our company and oursubsidiaries by the PRC government to transfer cash or assets

89、,which may materiallyand adversely affect our business,financial condition and results of operations andmay result in our inability to sustain our growth and expansion strategies.”on page24.As of the date of this prospectus,there were no cash flows between MaxsMakingand our subsidiaries.Based on the

90、 advice of our BVI counsel,Mourant Ozannes,thereare no limitations imposed by BVI law on MaxsMakings ability to transfer cashbetween MaxsMaking and its investors,other than as set out under the section titled“Dividend Policy.”Among MaxsMaking and its subsidiaries,cash can be transferredfrom MaxsMaki

91、ng and its subsidiary,MaxsMaking Group Limited,as needed in the formof capital contributions or shareholder loans,as the case may be,to our PRCsubsidiaries as we are permitted under PRC laws and regulations to provide funding toour PRC subsidiaries only through capital contributions or loans,and onl

92、y if wesatisfy the applicable government registration and approval requirements in China.Wehave not been notified of any restriction which could limit our PRC subsidiariesability to transfer cash between PRC subsidiaries within the PRC.We believe,as ofthe date of this prospectus,there is no restrict

93、ion imposed by the HongKonggovernment on the transfer of capital within,into and out of HongKong(includingfunds from HongKong to the PRC),except transfer of funds involving moneylaundering and criminal activities.As of the date of this prospectus,no transfers,dividends or other distributionshave bee

94、n made from our subsidiaries to the holding company or the investors out ofthe PRC,including U.S.investors,and no transfers,loans,or capital contributionshave been made from our holding company to any of our subsidiaries or the investorsout of the PRC,including the U.S.investors.In addition,each of

95、our subsidiarieshas maintained cash flow management policies which dictate the purpose,amount andprocedure of cash transfers.Each transfer of cash among our subsidiaries is subjectto internal approvals from at least two manager-level personnel including submittingsupporting documentation(such as pay

96、ment receipts or invoices),logging into theonline banking system to verify the transfer,reviewing the documentation,andexecuting the payment.A single employee is not allowed to complete each and everystage of a cash transfer,but rather only specific parts of the whole procedure.Onlythe finance depar

97、tment is authorized to make cash transfers.Within the financedepartment,the roles for payment approval,payment execution,record keeping,andauditing are segregated to minimize risk.See“Prospectus SummaryDividends and Other Distributions.”Per Share TotalPublic offering price$Underwriting discounts and

98、 commissions(1)(2)$Proceeds to us,before expenses$_(1)Represents underwriting discounts and commissions equal to 7.5%per share.(2)Does not include a non-accountable expense allowance equal to 1.5%of the gross proceeds ofthis offering,payable to the representative of the underwriters and certain othe

99、r accountableexpenses of the representative of the underwriters.See“Underwriting”for additionalinformation regarding compensation payable to the underwriters.We have granted the underwriters an option,exercisable within 45days of thedate hereof,to purchase up to an additional 300,000 A Shares at the

100、 public offeringprice less underwriting discounts and commissions for the purpose of covering over-allotments,if any.Neither the U.S.Securities and Exchange Commission nor any otherregulatory body has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete

101、.Any representationto the contrary is a criminal offense.The underwriters expect to deliver the A Shares to purchasers against paymenttherefor on or about,2024.JOSEPH STONE CAPITAL,LLCThe date of this prospectus is,2024.2024/11/18 08:46sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662

102、-06.htmhttps:/www.sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htm7/216Table of ContentsTABLE OF CONTENTS PAGEABOUT THIS PROSPECTUS iiPROSPECTUS SUMMARY 1RISK FACTORS 18CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 56USE OF PROCEEDS 58DIVIDEND POLICY 59CAPITALIZATION 60

103、DILUTION 61ENFORCEABILITY OF CIVIL LIABILITIES 62CORPORATE HISTORY AND STRUCTURE 64MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 67INDUSTRY 83BUSINESS 88REGULATION 101MANAGEMENT 113PRINCIPAL SHAREHOLDERS 121RELATED PARTY TRANSACTIONS 123DESCRIPTION OF SHARES 124

104、SHARES ELIGIBLE FOR FUTURE SALE 132TAXATION 133UNDERWRITING 139EXPENSES OF THIS OFFERING 148LEGAL MATTERS 149EXPERTS 149WHERE YOU CAN FIND ADDITIONAL INFORMATION 149INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1You should rely only on the information contained in this prospectus.We havenot,and the u

105、nderwriters have not,authorized anyone to provide you with differentinformation.If anyone provides you with different or inconsistent information,youshould not rely on it.We are not,and the underwriters are not,making an offer tosell securities in any jurisdiction where the offer or sale is not perm

106、itted.Youshould not assume that the information contained in this prospectus is accurate as ofany date other than the date on the front of this prospectus.For investors outside of the UnitedStates of America(the“UnitedStates”orthe“U.S.”):Neither we nor the underwriters have done anything that would

107、permitthis offering or possession or distribution of this prospectus in any jurisdiction,other than the UnitedStates,where action for that purpose is required.Personsoutside of the UnitedStates who come into possession of this prospectus must informthemselves about,and observe any restrictions relat

108、ing to,the offering of our AShares and the distribution of this prospectus outside of the UnitedStates.i2024/11/18 08:46sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htmhttps:/www.sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htm8/216Table of ContentsABOUT

109、 THIS PROSPECTUSUnless otherwise indicated,in this prospectus,the following terms shall have themeaning set out below:“A Shares”A shares of MaxsMaking,par value$0.01 per share“B Shares”B shares of MaxsMaking,par value$0.01 per share“BVI”The territory of the British Virgin Islands“BVI Companies Act”B

110、VI Business Companies Act,2004,as amended“China”or“PRC”Peoples Republic of China,excluding Taiwan for thepurposes of this prospectus only“Code”The UnitedStates Internal Revenue Code of 1986,as amended“ExchangeAct”The Securities ExchangeActof1934,as amended“MaxsMaking”MaxsMaking Inc.,a BVI business c

111、ompany“MaxsMaking HK”MaxsMaking Group Limited,a limited company organized underthe laws of HongKong and a wholly owned subsidiary ofMaxsMaking.“Nasdaq”Nasdaq Stock Market LLC“PCAOB”The Public Company Accounting Oversight Board“RMB”or“Renminbi”Legal currency of China“PFIC”A passive foreign investment

112、 company“SEC”U.S.Securities and Exchange Commission“Securities Act”The Securities Actof1933,as amended“shares”Together,the A Shares and the B Shares“US$,”“U.S.dollars,”“$,”and“dollars”Legal currency of the UnitedStates“WFOE”or“ZhejiangMaxsMaking”Zhejiang MaxsMaking Technology Co.,Ltd.,a limitedliabi

113、lity company organized under the laws of China,whichis wholly owned by MaxsMaking HK.Our reporting currency is the US$.The functional currency of our entities formedin China is the RMB.The functional currency of our entity incorporated in HongKongis the HongKong Dollar(“HKD”).This registration state

114、ment contains conversion ofcertain RMB amounts into U.S.dollar amounts at specified rates solely for theconvenience of the reader.The conversion of RMB into U.S.dollars in thisprospectus is based on the exchange rate set forth in the H.10 statistical release ofthe Board of Governors of the Federal R

115、eserve System.Unless otherwise noted,alltranslations from RMB to U.S.dollars and from U.S.dollars to RMB in thisprospectus are made at the rate as of April 30,2024,that is,RMB 7.1063 to US$1.00.We make no representation that any RMB or U.S.dollar amounts could have been,orcould be,converted into U.S

116、.dollars or RMB,as the case may be,at any particularrate,or at all.The PRC government imposes control over its foreign currencyreserves in part through direct regulation of the conversion of RMB into foreignexchange.Numerical figures included in this registration statement may be subject torounding

117、adjustments.Accordingly,numerical figures shown as totals in varioustables may not be arithmetic aggregations of the figures that precede them.For the sake of clarity,this prospectus follows the English naming convention offirst name followed by last name,regardless of whether an individuals name is

118、Chinese or English.For example,the name of our Chairman will be presented as“Xiaozhong Lin,”even though,in Chinese,Mr.Lins name is presented as“LinXiaozhong.”ii2024/11/18 08:46sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htmhttps:/www.sec.gov/Archives/edgar/data/2008007/000121

119、390024097747/ea0209662-06.htm9/216Table of ContentsOur fiscal year end is October31.References to a particular“fiscal year”are to our fiscal year ended October31 of that calendar year.Our auditedconsolidated financial statements have been prepared in accordance with the generallyaccepted accounting

120、principles in the UnitedStates(the“U.S.GAAP”).Except where indicated or where the context otherwise requires,all informationin this prospectus assumes no exercise by the underwriters of their over-allotmentoption.We obtained the industry,market and competitive position data in this prospectusfrom ou

121、r own internal estimates,surveys,and research as well as from publiclyavailable information,industry and general publications and research,surveys andstudies conducted by third parties,including,but not limited to,an industry reportthat was commissioned by us and prepared by Frost&Sullivan,a third-p

122、arty industryresearch firm,to provide information regarding our industry and market position inChina.Industry publications,research,surveys,studies and forecasts generallystate that the information they contain has been obtained from sources believed to bereliable,but that the accuracy and completen

123、ess of such information is notguaranteed.Forecasts and other forward-looking information obtained from thesesources are subject to the same qualifications and uncertainties as the otherforward-looking statements in this prospectus,and to risks due to a variety offactors,including those described und

124、er“Risk Factors.”These and other factorscould cause results to differ materially from those expressed in these forecasts andother forward-looking information.See“Cautionary Note Regarding Forward-LookingStatements.”We have proprietary rights to trademarks used in this prospectus that areimportant to

125、 our business,many of which are registered under applicable intellectualproperty laws.Solely for convenience,the trademarks,service marks and trade namesreferred to in this prospectus are without the,and other similar symbols,butsuch references are not intended to indicate,in any way,that we will no

126、t assert,tothe fullest extent under applicable law,our rights or the rights of the applicablelicensors to these trademarks,service marks and trade names.This prospectus may contain trademarks,service marks and trade names of others.All trademarks,service marks and trade names appearing in this prosp

127、ectus are,toour knowledge,the property of their respective owners.We do not intend our use ordisplay of other companies trademarks,service marks or trade names to imply arelationship with,or endorsement or sponsorship of us by,any other person.iii2024/11/18 08:46sec.gov/Archives/edgar/data/2008007/0

128、00121390024097747/ea0209662-06.htmhttps:/www.sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htm10/216Table of ContentsPROSPECTUS SUMMARYInvestors are cautioned that you are purchasing the A Shares ofMaxsMaking,our BVI holding company,in this initial public offeringinstead of pur

129、chasing equity securities of our subsidiaries that havebusiness operations in China.This corporate structure involves uniquerisks.This summary highlights certain information contained elsewhere in thisprospectus.This summary does not contain all of the information you shouldconsider before buying sh

130、ares in this offering.You should read the entireprospectus carefully,including our financial statements and related notes and therisks described under“Risk Factors.”This summary contains forward-lookingstatements that involve risks and uncertainties,such as statements about ourplans,objectives,expec

131、tations,assumptions or future events.These statementsinvolve estimates,assumptions,known and unknown risks,uncertainties and otherfactors that could cause actual results to differ materially from any futureresults,performances or achievements expressed or implied by the forward-lookingstatements.See

132、“Cautionary NoteRegarding Forward-Looking Statements.”Allreferences to“we,”“us,”“our,”“our company,”“the Company”or similarterms used in this prospectus refer to MaxsMaking Inc.,a BVI business company,andits consolidated subsidiaries,unless the context otherwise indicates.OverviewWe are a manufactur

133、er of customized consumer goods,such as bags,aprons,throwpillows,flags,chair covers,tablecloths,luggage,and other consumer goods,witha strong focus on advanced technology and innovation.We have developed andimplemented proprietary ERP,EMS and CRM software systems,which enable us toprocess orders in

134、bulk,and efficiently manage the dynamics between customers,orders,and manufacturing processes.Our patented technologies further empower usto transform single item printing to batch printing,and thus enhance bothproduction efficiency and quality.Our group consists of various subsidiaries that special

135、ize in different aspectsof our businesses,including digital production,software development,productdesign,brand management,online sales and international trade.We commencedoperations in 2007 through Shanghai Alliance Industry Co.,Ltd.,with ourheadquarters located in Shanghai,China,our manufacturing

136、facilities located inYiwu,Zhejiang province and Zhumadian,Henan province,China.Leveraging the advantages of talent and resource integration,industrial chainand internet,we specialize in the manufacturing of customized products,a marketwith potential in the manufacturing industry.Serving small and me

137、dium-sizedenterprises and individual e-commerce sellers with their needs for small batchcustomized products,we currently mainly use cotton cloth,nylon cloth,polyester,recycled polyethylene terephthalate(rPET)and other materials to producebackpacks,shopping bags,aprons,tablecloths,luggage,suits cover

138、s,gloves,placemats and other consumer goods.We serve enterprises,schools,governmentagencies,non-profit organizations,e-commerce12024/11/18 08:46sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htmhttps:/www.sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htm11/

139、216Table of Contentssellers and various groups and organizations to meet their needs for small-batchcustomized products.We are committed to helping customers build brand image andimprove market competitiveness.In the production process,we use sustainable rawmaterials and production methods to provid

140、e customers with high-quality products,while considering our environmental protection and social responsibilities.We seek to offer compelling value to our customers through an innovative use oftechnology,a broad selection of customized products,low pricing and personalizedcustomer service.Through ou

141、r use of proprietary internet-based managementsoftware,proprietary order receiving and processing technologies and advancedcomputer integrated sales management,we offer our customers a meaningful economicadvantage,as well as high quality products and services.Our strategic goal is tobecome the world

142、s leading supplier of customized consumer goods and provider ofcustomization services for textile products in the business-to-business(B2B)andconsumer-to-manufacturer(C2M)fields.Our StrengthsWe believe that the following strengths of technology,product,team,regionand timing contribute to our growth

143、and differentiate us from our competitors:advanced technological capabilities;early market entry advantage;diverse and quality product offerings;geographical advantages;andexperienced and visionary management team.Our StrategiesOur goal is to become the worlds leading supplier of customized consumer

144、goods and provider of customization services for textile products.To achieve thisgoal,we plan to execute the following strategies:improve our production capacity;expand customer base;focus on high-margin products;strengthen our research and development efforts;anddevelop an online marketplace.Our Ma

145、rket OpportunitiesWe operate in the small-batch customized consumer goods industry.Small-batchcustomized consumer goods are a type of customized consumer goods that arespecifically designed and manufactured for particular individuals or groups,with asmall target consumer base resulting in small orde

146、rs.Due to their high degree ofcustomization,it is difficult to produce them on a large scale without incurringhigher production costs.Compared with traditional orders,small-batch customized goods offer a higherdegree of personalization and versatility,making them better suited to meet thediverse nee

147、ds of consumers.They are more likely to be appreciated and utilized byconsumers as a result.Furthermore,small-batch customized consumer goods can beleveraged by enterprises to effectively promote their corporate culture and elevatetheir brand visibility in the market by customizing products to meet

148、the specificneeds of their target audience.This strategy can lead to increased consumerengagement and usage rates.Moreover,the younger generation,who highly valuesself-expression and individuality,is drawn to personalized products,furtherdriving the demand for small-batch customized goods.22024/11/1

149、8 08:46sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htmhttps:/www.sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htm12/216Table of ContentsAccording to the Frost&Sullivan Report,the growth of small-batch customizedconsumer goods in China in recentyears is

150、mainly attributed to the rise of fashionand designer brands driven by personalized demands,as well as investment by smalland medium enterprises(“SMEs”)in shaping and cultivating its organizationalculture during the epidemic.The small-batch customized consumer goods market sizehas increased from RMB

151、6.3billion in 2017 to RMB 10.2billion in 2023,with acompound annual growth rate(“CAGR”)of 8.2%.It is expected that the demand forpersonalized consumer goods will intensify in the future,resulting in moreconsumers opting for small-batch customized consumer goods.It is projected thatfrom 2024 to 2028,

152、the market size of small-batch customized consumer goods inChina will grow from RMB 10.9billion to RMB 16.1billion,with a CAGR of10.2%.The luggage industry in China has been witnessing a significant growth with thedevelopment of the economy and increase in travel demand.Customized luggage,as animpor

153、tant category,has seen rapid growth in recentyears,mainly driven by theneeds from large enterprises to invest in shaping and cultivating itsorganizational culture to enhance business stability.According to the Frost&Sullivan Report,from 2017 to 2023,the market size of Chinas small-batchcustomized lu

154、ggage industry grew from RMB 542.9million to RMB 1,181.7million,with a CAGR of 13.8%.It is estimated that from 2024 to 2028,the market size ofChinas small-batch customized luggage industry will grow from RMB 1,388.6millionto RMB 2,572.6million,with a CAGR of 16.7%.We expect the market to continue to

155、be driven by the demand for corporate culture construction in large enterprises andSMEs as well as by the changing attitudes and preferences of consumers who areincreasingly seeking customized products and experiences when making purchasingdecisions.Our Corporate History and StructureMaxsMaking is a

156、 BVI business company incorporated on August14,2023.Structured as a holding company with no material operations,MaxsMaking conductssubstantially all of its operations in China through its PRC subsidiaries,primarily Shanghai Alliance Industry Co.,Ltd.(“Shanghai Alliance”),ShanghaiSupreme Technology C

157、o.,Ltd.(“Shanghai Supreme”),Zhejiang Alliance Arts andCrafts Co.,Ltd.(“Zhejiang Alliance”),Shanghai Lvzao Intelligent Technology Co.,Ltd.(“Shanghai Lvzao”),Haodingduo(Zhejiang)Network Technology Co.,Ltd.(“Haodingduo Zhejiang”),and Zhumadian City Haoyi Craft Products Co.,Ltd.(“Zhumadian Haoyi”).We st

158、arted our business in the customized goods industry in January2008through Shanghai Alliance.With the growth of our business and in order tofacilitate international capital investment in us,we started a reorganization asdescribed below involving new offshore and onshore entities in the first quarter

159、of2023 and completed it in February 2024.On September4,2023,MaxsMaking HK was incorporated as a HongKong limitedcompany and a wholly-owned subsidiary of MaxKraft Inc.,which is a BVI businesscompany incorporated on August14,2023 and a wholly-owned subsidiary ofMaxsMaking.On November6,2023,Ververise G

160、roup Limited was incorporated as aHongKong limited company,which became a wholly-owned subsidiary of MaxKraft Inc.on February1,2024.Each of MaxKraft Inc.,MaxsMaking HK,and Ververise GroupLimited is a holding company with no business operations.On January11,2024,Zhejiang MaxsMaking Technology Co.,Ltd

161、.(“WFOE”or“Zhejiang MaxsMaking”)wasincorporated as a limited liability company under the laws of China and a whollyforeign-owned subsidiary of MaxsMaking HK.Zhejiang MaxsMaking is also a holdingcompany with no business operations.In September2023,Zhejiang Haodingduo Intelligent Industry Group Co.,Lt

162、d.(“Haodingduo Intelligent Industry”),a limited liability company formed onJuly27,2023 under the laws of China,acquired an aggregate of RMB10.8million inequity interest in Shanghai Alliance,a limited liability company formed onJanuary29,2007 under the laws of China,from each of Xiaozhong Lin and Xue

163、fenZhang.In November 2023,Shanghai Alliance reduced its equity interest from RMB216million to RMB 10.8million.Concurrently,Zhejiang Haodingduo TechnologyGroup Co.,Ltd.,the other shareholder of Shanghai Alliance,holding the remainingequity interest of RMB 205.2million,ceased to be a shareholder of Sh

164、anghaiAlliance.As a result,Haodingduo Intelligent Industry became the sole shareholderof Shanghai Alliance.In December2023,Ververise Group Limited acquired an aggregate of 1%equityinterest of Haodingduo Intelligent Industry by subscribing to its additionalcapital,becoming a 1%shareholder of Haodingd

165、uo Intelligent Industry,with theremaining 99%equity interest held by Zhejiang Haodingduo Intelligent TechnologyGroup Co.,Ltd.,the existing shareholder.In January2024,Zhejiang MaxsMakingacquired an aggregate of 99%equity interest of Haodingduo Intelligent Industryfrom Zhejiang Haodingduo Intelligent

166、Technology Group Co.,Ltd.,replacing it as ashareholder of Haodingduo Intelligent Industry.32024/11/18 08:46sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htmhttps:/www.sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htm13/216Table of ContentsIn September 2024

167、,we incorporated MaxsMaking USA INC in California,U.S.as awholly-owned subsidiary of MaxsMaking Inc.The diagram below shows our corporate structure as of the date of thisprospectus:For more details regarding our history,subsidiaries and corporate structure,see“Corporate History and Structure”on page

168、 64.Dividends and Other DistributionsMaxsMaking is a holding company with no material operations of its own and doesnot generate any revenue.We currently conduct substantially all of our operationsthrough our operating entities in the PRC,including Shanghai Alliance,ShanghaiSupreme,Zhejiang Alliance

169、,Shanghai Lvzao,Haodingduo Zhejiang,and ZhumadianHaoyi.We are permitted under PRC laws and regulations to provide funding to PRCsubsidiaries only through loans or capital contributions,and only if we satisfythe applicable government registration and approval requirements.See“RiskFactorsRisks Related

170、 to Doing Business in ChinaPRC regulation of loansto and direct investment in PRC entities by offshore holding companies andgovernmental control of currency conversion may delay us from using the proceeds ofthis offering to make loans or additional capital contributions to our PRCsubsidiaries,which

171、could materially and adversely affect our liquidity and ourability to fund and expand our business”on page 29.Under our current corporate structure,we rely on dividend payments from ourPRC subsidiaries to fund any cash and financing requirements we may have,includingthe funds necessary to pay divide

172、nds and other cash distributions to ourshareholders or to service any debt we may incur.Our subsidiaries in the PRCgenerate and retain cash generated from operating activities and re-invest it inour business.If any of our PRC subsidiaries incurs debt on its own behalf in thefuture,the instruments go

173、verning such debt may restrict their ability to paydividends to us.As of the date of this prospectus,there were no cash flowsbetween our BVI holding company and our subsidiaries.The transfer of funds among PRC companies are subject to the Provisions of theSupreme Peoples Court on Several Issues Conc

174、erning the Application of Law in theTrial of Private Lending Cases(2020 Revision,the“Provisions on Private LendingCases”),which was implemented on August20,2020 in China to regulate thefinancing activities between natural persons,legal persons and unincorporatedorganizations.The Provisions on Privat

175、e Lending Cases set forth that privatelending contracts will be upheld as invalid under the circumstance that(i)thelender swindles loans from financial institutions for relending;(ii)the lenderrelends the funds obtained by means of a loan from another profit-making legalperson,raising funds from its

176、 employees,illegally taking deposits from thepublic;(iii)the lender who has not obtained the lending qualification accordingto the law lends money to any unspecified object of the society for the purpose ofmaking profits;(iv)the lender lends funds to a borrower when the lender knows orshould have kn

177、own that the borrower intended to use the borrowed funds for illegalor42024/11/18 08:46sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htmhttps:/www.sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htm14/216Table of Contentscriminal purposes;(v)the lending is v

178、iolations of public orders or good morals;or(vi)the lending is in violations of mandatory provisions of laws oradministrative regulations.As advised by our PRC counsel,Beijing Dacheng LawOffices,LLP(Fuzhou),the Provisions on Private Lending Cases does not prohibitusing cash generated from one subsid

179、iary to fund another subsidiarys operationsfor ordinary production and business purposes.We have not been notified of anyother restriction which could limit our PRC subsidiaries ability to transfer cashbetween PRC subsidiaries within PRC.See“RegulationRegulations Relating toPrivate Lending.”Based on

180、 the advice of our BVI counsel,Mourant Ozannes,there are nolimitations imposed by BVI law on MaxsMakings ability to transfer cash betweenMaxsMaking and its investors,other than as set out under the section titled“Dividend Policy.”Among MaxsMaking and its subsidiaries,cash can be transferredfrom Maxs

181、Making and MaxsMaking Group Limited as needed in the form of capitalcontributions or shareholder loans,as the case may be,to the PRC subsidiaries aswe are permitted under PRC laws and regulations to provide funding to our PRCsubsidiaries only through capital contributions or loans,and only if we sat

182、isfythe applicable government registration and approval requirements in China.Webelieve,as of the date of this prospectus,there is no restriction imposed by theHongKong government on the transfer of capital within,into and out of HongKong(including funds from HongKong to the PRC),except transfer of

183、funds involvingmoney laundering and criminal activities.The PRC government imposes controls onthe conversion of RMB into foreign currencies and the remittance of currencies outof the PRC.In addition,the PRC Enterprise Income Tax Law and its implementationrules provide that a withholding tax at a rat

184、e of 10%will be applicable todividends payable by PRC companies to non-PRC-resident enterprises unless reducedunder treaties or arrangements between the PRC central government and thegovernments of other countries or regions where the non-PRC resident enterprisesare tax resident.Any gain realized on

185、 the transfer of shares by such investors isalso subject to PRC tax at a current rate of 10%which in the case of dividendswill be withheld at source if such gain is regarded as income derived from sourceswithin the PRC.See also“Risk FactorsRisks Related to Doing Business inChinaDividends payable to

186、our foreign investors and gains on the sale of our AShares by our foreign investors may be subject to PRC tax”on page 31.Further,tothe extent cash or assets in our business are in the PRC or HongKong or a PRC orHongKong entity,the funds or assets may not be available to fund operations orfor other u

187、se outside of the PRC or HongKong in the event of any interventions inor the imposition of restrictions and limitations on the ability of our company andour subsidiaries by the PRC government to transfer cash or assets.See“RiskFactorsRisks Related to Doing Business in ChinaTo the extent cash orasset

188、s in our business are in the PRC or HongKong or a PRC or HongKong entity,the funds or assets may not be available to fund operations or for other useoutside of the PRC or HongKong in the event of any interventions in or theimposition of restrictions and limitations on the ability of our company and

189、oursubsidiaries by the PRC government to transfer cash or assets,which may materiallyand adversely affect our business,financial condition and results of operationsand may result in our inability to sustain our growth and expansion strategies”onpage 24.As of the date of this prospectus,no transfers,

190、dividends or otherdistributions have been made from our subsidiaries to the holding company or theinvestors out of the PRC,including U.S.investors,and no transfers,loans,orcapital contributions have been made from our holding company to any of oursubsidiaries or the investors out of the PRC,includin

191、g the U.S.investors.However,there are limitations on our ability to transfer cash between us andour U.S.investors where dividend distribution to our foreign investors shall bereviewed by a bank designated by the State Administration of Foreign Exchange ofChina(the“SAFE”)that processes outward remitt

192、ance of profits,including but notlimited to the resolution of the board of directors of such PRC institution ondistribution of profits,original tax recordation form,and audited financialstatements,relating to the outward remittance,and stamp and endorse the relevantoriginal tax recordation form with

193、 the actual remittance amount and remittance dateof the profits.Upon review and approval by the designated bank,our WFOE in Chinamay remit dividends to MaxsMaking HK,unless the PRC government temporarilyintroduces relevant policies that prevent WFOE from remitting dividends toMaxsMaking HK in a time

194、ly manner.Notwithstanding the foregoing,we intend toretain all of our available funds and any future earnings after this offering andcash proceeds from overseas financing activities,including this offering,to fundthe development and growth of our business.As a result,we do not expect to payany cash

195、dividends in the foreseeable future.As of the date of this prospectus,notransfers,dividends or other distributions have been made among our PRCsubsidiaries.In the future,cash proceeds raised from overseas financingactivities,including this offering,may be transferred by us based on currentstatutory

196、limits to our PRC subsidiaries via capital contribution or shareholderloans,as the case may be.We have maintained cash flow management policies which dictate the procedure ofcash transfers among our subsidiaries.Each transfer of cash among our subsidiariesis subject to internal approvals from at lea

197、st two manager-level personnelincluding submitting supporting documentation(such as payment receipts orinvoices),logging into the online banking system to verify the transfer,reviewingthe documentation,and executing the52024/11/18 08:46sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662

198、-06.htmhttps:/www.sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htm15/216Table of Contentspayment.A single employee is not allowed to complete each and every stage of acash transfer,but rather only specific parts of the whole procedure.Only thefinance department is authorized t

199、o make cash transfers.Within the financedepartment,the roles for payment approval,payment execution,record keeping,andauditing are segregated to minimize risk.Our PRC subsidiaries are permitted to pay dividends only out of their retainedearnings.However,each of our PRC subsidiaries is required to se

200、t aside at least10%of its after-tax profits each year,after making up for previous yearsaccumulated losses,if any,to fund certain statutory reserves,until the aggregateamount of such funds reaches 50%of its registered capital.This portion of our PRCsubsidiaries respective net assets are prohibited f

201、rom being distributed to theirshareholders as dividends.See“RegulationRegulations on DividendDistributions.”However,none of our subsidiaries has made any dividends or otherdistributions to our holding company or any U.S.investors as of the date of thisprospectus.See also“Risk FactorsRisks Related to

202、 Doing Business inChinaWe rely on dividends and other distributions paid by our subsidiaries tofund offshore cash and financing requirements and any limitation on the ability ofour PRC subsidiaries to make remittance to pay dividends to us could limit ourability to access cash generated by the opera

203、tions of those entities”on page 30.In addition,the PRC government imposes controls on the convertibility of theRenminbi into foreign currencies and,in certain cases,the remittance of currencyout of China.If the foreign exchange control system prevents us from obtainingsufficient foreign currencies t

204、o satisfy our foreign currency demands,we may notbe able to transfer cash out of China,and pay dividends in foreign currencies toour shareholders.There can be no assurance that the PRC government will notintervene or impose restrictions on our ability to transfer or distribute cashwithin our organiz

205、ation or to foreign investors,which could result in an inabilityor prohibition on making transfers or distributions outside of China and mayadversely affect our business,financial condition and results of operations.See“Risk FactorsRisks Related to Doing Business in ChinaRestrictions oncurrency exch

206、ange may limit our ability to utilize our revenues effectively”onpage 32.Summary of Risks Affecting Our CompanyOur business is subject to multiple risks and uncertainties,as more fullydescribed in“Risk Factors”and elsewhere in this prospectus.We urge you to read“Risk Factors”and this prospectus in f

207、ull.Our principal risks may be summarizedas follows:Risks Related to Doing Business in ChinaWe are subject to risks and uncertainties relating to doing business in Chinain general,including,but are not limited to,the following:The CSRC has recently released the Trial Measures for China-basedcompanie

208、s seeking to conduct overseas offering and listing in foreignmarkets.Under the Trial Measures,the PRC government exerts moreoversight and control over offerings that are conducted overseas andforeign investment in China-based issuers,which could significantly limitor completely hinder our ability to

209、 offer or continue to offer our AShares to investors and could cause the value of our A Shares tosignificantly decline or such shares to become worthless.See“RiskFactorsRisks Related to Doing Business in ChinaThe CSRC hasrecently released the Trial Measures for China-based companies seeking toconduc

210、t overseas offering and listing in foreign markets.Under the TrialMeasures,the PRC government exerts more oversight and control overofferings that are conducted overseas and foreign investment in China-based issuers,which could significantly limit or completely hinder ourability to offer or continue

211、 to offer our A Shares to investors and couldcause the value of our A Shares to significantly decline or such shares tobecome worthless.”beginning on page 18;Changes in the political and economic policies of the PRC government or inrelations between China and the UnitedStates may materially andadver

212、sely affect our business,financial condition and results ofoperations and may result in our inability to sustain our growth andexpansion strategies.See“Risk FactorsRisks Related to DoingBusiness in ChinaChanges in the political and economic policies ofthe PRC government or in relations between China

213、 and the UnitedStatesmay materially and adversely affect our business,financial condition andresults of operations and may result in our inability to sustain ourgrowth and expansion strategies.”beginning on page 19;62024/11/18 08:46sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.

214、htmhttps:/www.sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htm16/216Table of ContentsThere may be risks and uncertainties regarding the interpretation,application,and enforcement of current and future PRC laws,rules andregulations.See“Risk FactorsRisks Related to Doing Busines

215、s inChinaThere may be risks and uncertainties regarding theinterpretation,application,and enforcement of current and future PRClaws,rules and regulations.”beginning on page 19;The PRC government exerts substantial influence over the manner in whichwe conduct our business activities.The PRC governmen

216、t may also interveneor influence our operations and this offering at any time or may exertmore control over offerings conducted overseas and/or foreign investmentin China-based issuers,which could result in a material change in ouroperations and our A Shares could decline in value or become worthles

217、s.See“Risk FactorsRisks Related to Doing Business in ChinaThePRC government exerts substantial influence over the manner in which weconduct our business activities.The PRC government may also intervene orinfluence our operations and this offering at any time or may exert morecontrol over offerings c

218、onducted overseas and/or foreign investment inChina-based issuers,which could result in a material change in ouroperations and our A Shares could decline in value or become worthless.”beginning on page 22;The rules and regulations in China can change quickly with little advancenotice and uncertainti

219、es in the interpretation and enforcement of PRClaws,rules and regulations could limit the legal protections available toyou and us.See“Risk FactorsThe rules and regulations in China canchange quickly with little advance notice and uncertainties in theinterpretation and enforcement of PRC laws,rules

220、and regulations couldlimit the legal protections available to you and us.”beginning on page22;To the extent cash or assets in our business are in the PRC or HongKongor a PRC or HongKong entity,the funds or assets may not be available tofund operations or for other use outside of the PRC or HongKong

221、in theevent of any interventions in or the imposition of restrictions andlimitations on the ability of our company and our subsidiaries by the PRCgovernment to transfer cash or assets,which may materially and adverselyaffect our business,financial condition and results of operations and mayresult in

222、 our inability to sustain our growth and expansion strategies.See“Risk FactorsRisks Related to Doing Business in ChinaTothe extent cash or assets in our business are in the PRC or HongKong ora PRC or HongKong entity,the funds or assets may not be available tofund operations or for other use outside

223、of the PRC or HongKong in theevent of any interventions in or the imposition of restrictions andlimitations on the ability of our company and our subsidiaries by the PRCgovernment to transfer cash or assets,which may materially and adverselyaffect our business,financial condition and results of oper

224、ations and mayresult in our inability to sustain our growth and expansion strategies.”beginning on page 24.It may be complicated in effecting service of legal process,enforcingforeign judgments or bringing actions in China against us or ourmanagement named in the prospectus based on foreign laws.See

225、“RiskFactorsRisks Related to Doing Business in ChinaIt may becomplicated in effecting service of legal process,enforcing foreignjudgments or bringing actions in China against us or our management namedin the prospectus based on foreign laws.”beginning on page 24;Any requirement to obtain prior appro

226、val under the Mergers andAcquisitions of Domestic Enterprises by Foreign Investors(the“M&ARules”)and/or any other regulations promulgated by relevant PRCregulatory agencies in the future could delay this offering and failure toobtain any such approvals,if required,could have a material adverseeffect

227、 on our business,operating results and reputation as well as thetrading price of our A Shares,and could also create uncertainties forthis offering and affect our ability to offer or continue to offersecurities to investors outside China.See“Risk FactorsRisksRelated to Doing Business in ChinaAny requ

228、irement to obtain priorapproval under the M&A Rules and/or any other regulations promulgated byrelevant PRC regulatory agencies in the future could delay this offeringand failure to obtain any such approvals,if required,could have amaterial adverse effect on our business,operating results and reputa

229、tionas well as the trading price of our A Shares,and could also createuncertainties for this offering and affect our ability to offer orcontinue to offer securities to investors outside China.”beginning onpage 25;PRC regulation of loans to and direct investment in PRC entities byoffshore holding com

230、panies and governmental control of currency conversionmay delay us from using the proceeds of this offering to make loans oradditional capital contributions to our PRC subsidiaries,which couldmaterially and72024/11/18 08:46sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htmhttps:

231、/www.sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htm17/216Table of Contentsadversely affect our liquidity and our ability to fund and expand ourbusiness.See“Risk FactorsRisks Related to Doing Business inChinaPRC regulation of loans to and direct investment in PRC entitiesby o

232、ffshore holding companies and governmental control of currencyconversion may delay us from using the proceeds of this offering to makeloans or additional capital contributions to our PRC subsidiaries,whichcould materially and adversely affect our liquidity and our ability tofund and expand our busin

233、ess”beginning on page 29;We rely on dividends and other distributions paid by our subsidiaries tofund offshore cash and financing requirements and any limitation on theability of our PRC subsidiaries to transfer cash out of China and/or makeremittance to pay dividends to us could limit our ability t

234、o access cashgenerated by the operations of those entities.See“RiskFactorsRisks Related to Doing Business in ChinaWe rely ondividends and other distributions paid by our subsidiaries to fundoffshore cash and financing requirements and any limitation on the abilityof our PRC subsidiaries to transfer

235、cash out of China and/or makeremittance to pay dividends to us could limit our ability to access cashgenerated by the operations of those entities.”beginning on page 30;andOur A Shares may be delisted under the HFCA Act if the PCAOB is unable toinspect our auditors.The delisting of our A Shares,or t

236、he threat ofbeing delisted,may materially and adversely affect the value of yourinvestment.Furthermore,the Consolidated Appropriations Act,2023,enacted on December29,2022amends the HFCA Act and requires the SEC toprohibit an issuers securities from trading on any U.S.stock exchangesif its auditor is

237、 not subject to PCAOB inspections for twoconsecutiveyears instead of three consecutiveyears.See“RiskFactorsRisks Related to Doing Business in ChinaOur A Shares maybe delisted under the HFCA Act if the PCAOB is unable to inspect ourauditors.The delisting of our A Shares,or the threat of their beingde

238、listed,may materially and adversely affect the value of yourinvestment.Furthermore,the Consolidated Appropriations Act,2023,enacted on December29,2022amends the HFCA Act and requires the SEC toprohibit an issuers securities from trading on any U.S.stock exchangesif its auditor is not subject to PCAO

239、B inspections for twoconsecutiveyears instead of three consecutiveyears.”beginning on page34.Risks Related to Our Business and Industry:Risks and uncertainties related to our business and industry include,but arenot limited to,the following:We operate in a competitive market and the size and resourc

240、es of some ofour competitors may allow them to compete more effectively than we can,resulting in a loss of our market share and a decrease in our revenue andprofitability.See“Risk FactorsRisks Related to Our Business andIndustryWe operate in a competitive market and the size and resourcesof some of

241、our competitors may allow them to compete more effectively thanwe can,resulting in a loss of our market share and a decrease in ourrevenue and profitability.”beginning on page 36;Our reliance on suppliers to provide fabrics for,and to produce,ourproducts could cause problems if we experience a suppl

242、y chain disruptionand we are unable to secure additional suppliers of fabrics or other rawmaterials,or manufacturers of our end products.See“RiskFactorsRisks Related to Our Business and IndustryOur relianceon suppliers to provide fabrics for,and to produce,our products couldcause problems if we expe

243、rience a supply chain disruption and we areunable to secure additional suppliers of fabrics or other raw materials,or manufacturers of our end products.”beginning on page 36;We depend on a few major customers with which we do not enter into long-term contracts,the loss of any of which could cause a

244、significant declinein our revenues.See“Risk FactorsRisks Related to Our Business andIndustryWe depend on a few major customers with which we do not enterinto long-term contracts,the loss of any of which could cause asignificant decline in our revenues.”beginning on page 37.Our businessis sensitive t

245、o economic conditions,market disruptions and other factorsthat affect customer confidence and discretionary spending.See“RiskFactorsRisks Related to Our Business and IndustryOur businessis sensitive to economic conditions,market disruptions and other factorsthat affect customer confidence and discre

246、tionary spending.”beginning onpage 38;82024/11/18 08:46sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htmhttps:/www.sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htm18/216Table of ContentsThe failure to collect such accounts receivable in full could materia

247、llyand adversely impact our financial results and conditions.See“RiskFactors Risks Related to Our Business and Industry If we are unableto collect our accounts receivable,our results of operations,financialcondition and cash flows could be adversely affected.”beginning on page37;Issues or defects wi

248、th products may lead to product liability,personalinjury or property damage claims,recalls,withdrawals,replacements ofproducts,or regulatory actions by governmental authorities that coulddivert resources,affect business operations,decrease sales,increasecosts,and put us at a competitive disadvantage

249、,any of which could have asignificant adverse effect on our business,financial condition andresults of operations.See“Risk Factors Risks Related to Our Businessand Industry Issues or defects with products may lead to productliability,personal injury or property damage claims,recalls,withdrawals,repl

250、acements of products,or regulatory actions bygovernmental authorities that could divert resources,affect businessoperations,decrease sales,increase costs,and put us at a competitivedisadvantage,any of which could have a significant adverse effect on ourbusiness,financial condition and results of ope

251、rations.”beginning onpage 46;We may not be successful in expanding our business internationally and ourability to conduct business in international markets may be adverselyaffected by legal,regulatory,political,economic,and public healthrisks.See“Risk FactorsRisks Related to Our Business andIndustry

252、We may not be successful in expanding our businessinternationally and our ability to conduct business in internationalmarkets may be adversely affected by legal,regulatory,political,economic,and public health risks.”beginning on page 38;Our fabrics and manufacturing technology generally are not pate

253、nted andcan be imitated by our competitors.If our competitors sell productssimilar to ours at lower prices,our revenue and profitability couldsuffer.See“Risk FactorsRisks Related to Our Business andIndustryOur fabrics and manufacturing technology generally are notpatented and can be imitated by our

254、competitors.If our competitors sellproducts similar to ours at lower prices,our revenue and profitabilitycould suffer.”beginning on page 39;We have identified a material weakness in our internal controls overfinancial reporting related to the lack of sufficiently skilled staff withU.S.GAAP knowledge

255、.If we do not adequately remediate this materialweakness,or if we experience additional material weaknesses in the futureor otherwise fail to maintain effective internal controls,we may not beable to accurately or timely report our financial condition or results ofoperations,or comply with the accou

256、nting and reporting requirementsapplicable to public companies,which may adversely affect investorconfidence in us and the market price of our A Shares.See“RiskFactorsRisks Related to Doing Business in ChinaWe haveidentified a material weakness in our internal controls over financialreporting relate

257、d to the lack of sufficiently skilled staff withU.S.GAAP knowledge.If we do not adequately remediate this materialweakness,or if we experience additional material weaknesses in the futureor otherwise fail to maintain effective internal controls,we may not beable to accurately or timely report our fi

258、nancial condition or results ofoperations,or comply with the accounting and reporting requirementsapplicable to public companies,which may adversely affect investorconfidence in us and the market price of our A Shares.”beginning on page41;andWe will be a“controlled company”as defined under the Nasda

259、q ListingRules.Although we do not intend to rely on the“controlled company”exemption under the Nasdaq Listing Rules,we could elect to rely on thisexemption in the future and you will not have the same protection affordedto shareholders of companies that are subject to these corporategovernance requi

260、rements.See“Risk FactorsRisks Related to OurBusiness and IndustryWe will be a“controlled company”asdefined under the Nasdaq Listing Rules.Although we do not intend to relyon the“controlled company”exemption under the Nasdaq Listing Rules,we could elect to rely on this exemption in the future and you

261、 will nothave the same protection afforded to shareholders of companies that aresubject to these corporate governance requirements.”beginning on page53.92024/11/18 08:46sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htmhttps:/www.sec.gov/Archives/edgar/data/2008007/0001213900240

262、97747/ea0209662-06.htm19/216Table of ContentsRisks Related to this Offering and Ownership of our A SharesIn addition to the risks and uncertainties described above,we are subject torisks relating to our A Shares and this offering,including,but not limited to,the following:An active trading market fo

263、r our A Shares may not develop and the tradingprice for our A Shares may fluctuate significantly.See“RiskFactorsRisks Related to this Offering and Ownership of our ASharesAn active trading market for our A Shares may not develop andthe trading price for our A Shares may fluctuate significantly.”begi

264、nning on page 48;Nasdaq may apply additional and more stringent criteria for our initialand continued listing because we plan to have a small public offering andinsiders will hold a large portion of our listed securities.See“RiskFactorsRisks Related to this Offering and Ownership of ourSharesNasdaq

265、may apply additional and more stringent criteria for ourinitial and continued listing because we plan to have a small publicoffering and insiders will hold a large portion of our listedsecurities.”beginning on page 48;Certain recent initial public offerings of companies with public floatscomparable

266、to our anticipated public float have experienced extremevolatility that was seemingly unrelated to the underlying performance ofthe respective company.We may experience similar volatility,which maymake it difficult for prospective investors to assess the value of our AShares.See“Risk FactorsRisks Re

267、lated to this Offering andOwnership of SharesCertain recent initial public offerings ofcompanies with public floats comparable to our anticipated public floathave experienced extreme volatility that was seemingly unrelated to theunderlying performance of the respective company.We may experiencesimil

268、ar volatility,which may make it difficult for prospective investorsto assess the value of our A Shares.”beginning on page 49;Because the initial public offering price is substantially higher than theas adjusted net tangible book value per share,you will experienceimmediate and substantial dilution.S

269、ee“Risk FactorsRisks Relatedto this Offering and Ownership of our SharesBecause the initialpublic offering price is substantially higher than the as adjusted nettangible book value per share,you will experience immediate andsubstantial dilution”beginning on page 50;Our dual-class share structure wit

270、h different voting rights will limityour ability to influence corporate matters and could discourage potentialacquirors from pursuing any change of control transactions that holders ofour A Shares may view as beneficial.See“Risk FactorsRisks Relatedto this Offering and Ownership of our SharesOur dua

271、l-class sharestructure with different voting rights will limit your ability toinfluence corporate matters and could discourage potential acquirors frompursuing any change of control transactions that holders of our A Sharesmay view as beneficial.”beginning on page51;andOur dual-class voting structur

272、e may render the A Shares ineligible forinclusion in certain stock market indices,and thus adversely affect thetrading price and liquidity of the A Shares.See“Risk FactorsRisksRelated to this Offering and Ownership of our SharesOur dual-classvoting structure may render the A Shares ineligible for in

273、clusion incertain stock market indices,and thus adversely affect the trading priceand liquidity of the A Shares”beginning on page 52.Our board is authorized to issue new classes of preference shares withoutshareholder approval,which could adversely impact the rights of holdersof our A Shares.See“Ris

274、k FactorsRisks Related to this Offering andOwnership of our SharesOur board is authorized to issue new classesof preference shares without shareholder approval,which could adverselyimpact the rights of holders of our A Shares”beginning on page 52.Regulatory Developments in ChinaThe PRC government ha

275、s in the past few years initiated a series of regulatoryactions and made a number of public statements on the regulation of businessoperations in China,including cracking down on illegal activities in thesecurities market,enhancing supervision over China-based companies listedoverseas,adopting new m

276、easures to extend the scope of cybersecurity reviews,andexpanding efforts in anti-monopoly enforcement.102024/11/18 08:46sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htmhttps:/www.sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htm20/216Table of ContentsAmo

277、ng other things,the M&A Rules and the Anti-MonopolyLaw of the PeoplesRepublic of China promulgated by the SCNPC which became effective in 2008 andamended in 2022(“Anti-MonopolyLaw”),established additional procedures andrequirements that could make merger and acquisition activities by foreign investo

278、rsmore time-consumingand complex.Such regulation requires,among other things,thatthe Ministry of Commerce of the Peoples Republic of China(the“MOFCOM”)benotified in advance of any change-of-controltransaction in which a foreigninvestor acquires control of a PRC domestic enterprise or a foreign compa

279、ny withsubstantial PRC operations,if certain thresholds under the Provisions of the StateCouncil on the Standard for Declaration of Concentration of Business Operators,issued by the State Council in 2008 and last amended in 2024,are triggered.Moreover,the Anti-MonopolyLaw requires that transactions

280、which involve thenational security,the examination on the national security shall also be conductedaccording to the relevant provisions of the Measures for the Safety Examination ofForeign Investment.In addition,the PRC Measures for the Security Review ofForeign Investment which became effective in

281、January2021 require acquisitions byforeign investors of PRC companies engaged in military-relatedor certain otherindustries that are crucial to national security be subject to security reviewbefore consummation of any such acquisition.On July6,2021,the relevant PRC government authorities made public

282、 theOpinions on Strictly Cracking Down Illegal Securities Activities in Accordance withthe Law.These opinions emphasized the need to strengthen the administration overillegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measur

283、es,such as promoting theconstruction of relevant regulatory systems to deal with the risks and incidentsfaced by China-based overseas-listed companies.Pursuant to the Opinions,Chineseregulators are required to accelerate rulemaking related to the overseas issuanceand listing of securities,and update

284、 the existing laws and regulations related todata security,cross-border data flow,and management of confidential information.Numerous regulations,guidelines and other measures are expected to be adoptedunder the umbrella of or in addition to the Cybersecurity Law and Data SecurityLaw.As of the date

285、of this prospectus,no official guidance or relatedimplementation rules have been issued yet and the interpretation of these opinionsremains unclear at this stage.See“Risk FactorsRisks Related to DoingBusiness in ChinaAny requirement to obtain prior approval under the M&A Rulesand/or any other regula

286、tions promulgated by relevant PRC regulatory agencies in thefuture could delay this offering and failure to obtain any such approvals,ifrequired,could have a material adverse effect on our business,operating resultsand reputation as well as the trading price of our A Shares,and could also createunce

287、rtainties for this offering and affect our ability to offer or continue tooffer securities to investors outside China”on page 25.In addition,on July10,2021,the Cyberspace Administration of China(the“CAC”)issued the Measures for Cybersecurity Review(Revision Draft for Comments)for public comments,whi

288、ch propose to authorize the relevant government authoritiesto conduct cybersecurity review on a range of activities that affect or may affectnational security,including listings in foreign countries by companies thatpossess the personal data of more than one million users.On December28,2021,theMeasu

289、res for Cybersecurity Review(2021 version)which were promulgated and becameeffective on February15,2022,provide that any“online platform operators”controlling personal information of more than one million users which seeks to listin a foreign stock exchange should also be subject to cybersecurity re

290、view.TheMeasures for Cybersecurity Review(2021 version),further list the factors to beconsidered when assessing the national security risks of the relevant activities,including,among others,(i)the risk of core data,important data or a largeamount of personal information being stolen,leaked,destroyed

291、,and illegally usedor exited the country;and(ii)the risk of critical information infrastructure,core data,important data or a large amount of personal information being affected,controlled,or maliciously used by foreign governments after listing abroad.TheCAC has said that under the new rules compan

292、ies holding data on more than onemillion users must now apply for cybersecurity approval when seeking listings inother nations because of the risk that such data and personal information could be“affected,controlled,and maliciously exploited by foreign governments.”Thecybersecurity review will also

293、look into the potential national security risks fromoverseas IPOs.On February17,2023,the CSRC released the Trial Measures,effectiveMarch31,2023.The Trial Measures apply to overseas securities offerings and/orlistings conducted by(i)companies incorporated in the PRC,or PRC domesticcompanies,directly

294、and(ii)companies incorporated overseas with operationsprimarily in the PRC and valued on the basis of interests in PRC domesticcompanies,or indirect offerings.An equity or equity linked securities offering byan overseas company will be deemed an indirect offering if(i)more than 50%ofsuch overseas co

295、mpanys consolidated revenues,profit,total assets or net assetsthat are derived from its audited consolidated financial statements for the mostrecently completed fiscal year are attributable to PRC domestic companies,and(ii)any of the following three circumstances applies:key components of itsoperati

296、ons are carried out in the PRC;112024/11/18 08:46sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htmhttps:/www.sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htm21/216Table of Contentsits principal places of business are located in the PRC;or the majority of

297、thesenior management members in charge of operation and management are PRC citizens orresidents.The determination will be made on the basis of“substance over form.”The Trial Measures require(1)the filings of the overseas offering and listingplan by the PRC domestic companies with the CSRC within thr

298、eebusiness days afterthe relevant application is submitted overseas regulatory authorities or stockexchanges,and(2)the filing of their underwriters with the CSRC withintenbusiness days after signing its first engagement agreement for such businessand the submission of an annual report on its busines

299、s activities in the previousyear associated with the overseas securities offering and listing by PRC domesticcompanies to the CSRC no later than January31 of each year.On the sameday,the CSRC also held a press conference for the release of theTrial Measures and issued the Notice on Overseas Filing,w

300、hich,among others,clarified that:(i)on or prior to the effective date of the Trial Measures,thePRC domestic companies that have already submitted valid applications for overseasoffering and listing but have not obtained approval from overseas regulatoryauthorities or stock exchanges may reasonably a

301、rrange the timing for submittingtheir filing applications with the CSRC,and should complete the filing before thecompletion of their overseas offering and listing;(ii)a six-month transitionperiod will be granted to PRC domestic companies which,prior to the effective dateof the Trial Measures,have al

302、ready obtained the approval from overseas regulatoryauthorities or stock exchanges(such as the completion of registration in themarket of the UnitedStates),but have not completed the indirect overseas listing;and follow-on offerings of such companies will need to comply with the TrialMeasures.Based

303、on the advice of our PRC counsel,Beijing Dacheng Law Offices,LLP(Fuzhou),as our PRC subsidiaries accounted for more than 50%of our consolidatedrevenues,profit,total assets or net assets for the fiscalyear ended October31,2023,and the key components of our operations are carried out in the PRC,thisof

304、fering will be considered an indirect offering and we are subject to the filingrequirements under the Trial Measures.Therefore,this offering and our listing onNasdaq are contingent on our completion of the filing procedures with the CSRCunder the Trial Measures.As of the date of this prospectus,we h

305、ave completed thefiling for this offering with the CSRC in compliance with the Trial Measures andthe CSRC has concluded the filing procedure and published the filing results on theCSRC website on July 8,2024.As a result,we have received all requisitepermissions and/or approvals from the CSRC in conn

306、ection with this offering.However,if the CSRC later determines that the disclosures in our filing for thisoffering are inadequate or not in full compliance with its requirements orstandards,we may face fines and penalties imposed by the CSRC.In addition anyfurther actions by the PRC government to ex

307、ert more oversight and control overofferings that are conducted overseas and foreign investment in China-based issuersor any failure by us to fully comply with new regulatory requirements maysignificantly limit or completely hinder our ability to offer or continue to offerour A Shares,cause signific

308、ant disruption to our business operations,and severelydamage our reputation,which would materially and adversely affect our financialcondition and results of operations and cause our A Shares to significantly declinein value or become worthless.As further advised by our PRC counsel,Beijing Dacheng L

309、aw Offices,LLP(Fuzhou),as of the date of this prospectus,except for those licenses andpermissions held by our PRC subsidiaries set forth in the table below under“Regulatory Permissions”and the filing requirements of the CSRC under theTrial Measures(which we have completed for this offering),neither

310、MaxsMaking norany of its subsidiaries is currently required to obtain regulatory approvals orpermissions from the CSRC,the CAC,or any other relevant PRC regulatoryauthorities for their business operations,our offering(including the sales ofsecurities to foreign investors)and our listing in the U.S.u

311、nder any existing PRClaw,regulations or rules,nor have we received any inquiry,notice,warning,sanctions or regulatory objection to our business operations,our offering andlisting in the U.S.from the CSRC,the CAC,or other PRC regulatory authorities.Wehave been closely monitoring regulatory developmen

312、ts in China regarding anynecessary approvals from the CSRC,the CAC or other PRC regulatory authoritiesrequired for our business operations and overseas listings,including thisoffering.However,there remains uncertainty as to the enactment,interpretationand implementation of regulatory requirements re

313、lated to overseas securitiesofferings and other capital markets activities.The PRC government may take actionsto exert more oversight and control over offerings by China-basedissuers conductedoverseas and/or foreign investment in such companies,which could significantlylimit or completely hinder our

314、 ability to offer or continue to offer securities toinvestors outside China and cause the value of our securities to significantlydecline or become worthless.If it is determined in the future that additionalapproval or permissions of the CSRC,the CAC or any other regulatory authority isrequired for

315、the business operations and this offering and we do not receive ormaintain the approvals or permissions,or we inadvertently conclude that suchapprovals or permissions are not required,or applicable laws,regulations,orinterpretations change such that we are required to obtain approvals or permissions

316、in the future,we may be subject to122024/11/18 08:46sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htmhttps:/www.sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htm22/216Table of Contentsinvestigations by competent regulators,fines or penalties,ordered to sus

317、pend ourrelevant operations and rectify any non-compliance,limit our ability to paydividends outside of China,delay or restrict the repatriation of the proceeds fromthis offering into China or take other actions prohibited from engaging in relevantbusiness or conducting any offering,and these risks

318、could result in a materialadverse change in our operations,significantly limit or completely hinder ourability to offer or continue to offer securities to investors,or cause suchsecurities to significantly decline in value or become worthless.The CSRC,the CAC or other PRC regulatory agencies may als

319、o take actionsrequiring us,or making it advisable for us,to halt this offering beforesettlement and delivery of our A Shares.Consequently,if you engage in markettrading or other activities in anticipation of and prior to settlement anddelivery,you do so at the risk that settlement and delivery may n

320、ot occur.See“Risk FactorsRisks Related to Doing Business in ChinaThe CSRC hasrecently released the Trial Measures for China-based companies seeking to conductoverseas offering and listing in foreign markets.Under the Trial Measures,the PRCgovernment exerts more oversight and control over offerings t

321、hat are conductedoverseas and foreign investment in China-based issuers,which could significantlylimit or completely hinder our ability to offer or continue to offer our A Sharesto investors and could cause the value of our A Shares to significantly decline orsuch shares to become worthless.”on page

322、 18 and“Risk FactorsRisks Relatedto Doing Business in ChinaThe PRC government exerts substantial influence overthe manner in which we conduct our business activities.The PRC government may alsointervene or influence our operations and this offering at any time or may exertmore control over offerings

323、 conducted overseas and/or foreign investment in China-based issuers,which could result in a material change in our operations and our AShares could decline in value or become worthless.”on page 22.Regulatory PermissionsAs of the date of this prospectus,we and our PRC subsidiaries havereceivedfrom P

324、RC authorities all requisite licenses,permissions or approvals needed toengage in the businesses currently conducted in China,and no permission orapprovalhas been denied.Such licenses and permissions include Business License,Sewage Discharge Registration for Fixed Pollution Sources,Customs Registrat

325、ionCertificate and Customs Recordation certificate.The following table providesdetails on the licenses and permissions held by our PRC subsidiaries.Company License/Permission/Filing Issuing Authority ValidityZhejiangMaxsMakingTechnology Co.,Ltd.Business License Changxing CountyAdministration forMark

326、et Regulation Long TermZhejiangHaodingduoIntelligentIndustry GroupCo.,Ltd.Business License Changxing CountyAdministration forMarket Regulation Long TermShanghai AllianceIndustry Co.,Ltd.Business License Market SupervisionAdministration ofPilot Free TradeZone Long Term Customs Registrationcertificate

327、 Shanghai CustomsXuhui Districtstation Long TermHaodingduo(Shanghai)Technology Co.,Ltd.Business License Shanghai MinhangDistrictAdministration forMarket Regulation Long TermZhejiang AllianceArts and CraftsCo.,Ltd.Business License YiwuAdministration forMarket Regulation Long Term Sewage DischargeRegi

328、stration for FixedPollution Sources Ministry ofEcology andEnvironment of thePeoples Republicof China January 9,2023January 8,2028Shanghai SupremeTechnology Co.,Ltd.Business License Shanghai MinhangDistrictAdministration forMarket Regulation Long Term Customs Recordationcertificate Xinzhuang Customs

329、Long Term132024/11/18 08:46sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htmhttps:/www.sec.gov/Archives/edgar/data/2008007/000121390024097747/ea0209662-06.htm23/216Table of ContentsCompany License/Permission/Filing Issuing Authority ValidityShanghai LvzaoIntelligentTechnology C

330、o.,Ltd.Business License Shanghai JiadingDistrictAdministration forMarket Regulation October 11,2021October 10,2051Zhumadian CityHaoyi CraftProducts Co.,Ltd.Business License ZhumadianAdministration forMarket Regulation Long Term Sewage DischargeRegistration for FixedPollution Sources Ministry ofEcolo

331、gy andEnvironment of thePeoples Republicof China April 6,2021April 5,2026Haodingduo(Zhejiang)NetworkTechnology Co.,Ltd.Business License YiwuAdministration forMarket Regulation Long TermShanghaiHaodingduo BrandManagement Co.,Ltd.Business License Shanghai JiadingDistrictAdministration forMarket Regula

332、tion November 19,2021November 18,2051As advised by our PRC counsel,Beijing Dacheng Law Offices,LLP(Fuzhou),except for the overseas listing filing requirements from the CSRC,which we havecompleted for this offering,neither we nor any of our PRC subsidiaries iscurrently required to obtain regulatory a

333、pproval from Chinese authorities beforelisting in the U.S.under any existing PRC law,regulations or rules,includingfrom the CSRC,CAC,or any other relevant Chinese regulatory agencies that isrequired for our operations or this offering(including offering securities toforeign investors).As of the date of this prospectus,we have not received anyinquiry,notice,warning,sanctions or regulatory objection