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1、F-1 1 formf-1.htm As filed with the U.S.Securities and Exchange Commission on December 3,2024 Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDER THE SECURITIES ACT OF 1933 Mountain&Sea Health Inc.(Exact name of Registrant as sp

2、ecified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 7200 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)7th Floor,Wenxin Library Build

3、ing,No.413 Gudun Road,Xihu DistrictHangzhou City,Zhejiang Province,China 310012+86 0571 86793702(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168(Name,address,including z

4、ip code,and telephone number,including area code,of agent for service)copies to:David J.Levine,Esq.Vivien Bai,Esq.Loeb&Loeb LLP345 Park AvenueNew York,NY 10154+1 212 407-4000 Fang Liu,Esq.VCL Law LLP1945 Old Gallows RoadSuite 260Vienna,VA 22182+1 703 919-7285 Approximate date of commencement of prop

5、osed sale to the public:as soon as practicable after the effective date of thisregistration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule415 under the Securities Act of 1933,check the following box.If this Form is

6、 filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,checkthe following box and list the Securities Act registration statement number of the earlier effective registration statement for thesame offering.If this Form is a post-effective amendment fi

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

8、check the following boxand list the Securities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Actof 1933.Emerging growth compa

9、ny If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 7(a)(2)(B

10、)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April 5,2012.The Registrant hereby amends this Registration Statement on such date or dates as may be nec

11、essary to delay its effectivedate until the Registrant shall file a further amendment which specifically states that this Registration Statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until theRegistration Statement shall become ef

12、fective on such date as the Securities and Exchange Commission,acting pursuant tosuch Section 8(a),may determine.The information in this preliminary prospectus is not complete and may be changed.The securities may not be sold until theregistration statement filed with the Securities and Exchange Com

13、mission is effective.This prospectus is not an offer to sell nordoes it seek an offer to buy the securities in any jurisdiction where such offer or sale is not permitted.Preliminary Prospectus(Subject to Completion)Dated December 3,2024 Class A Ordinary Shares Mountain&Sea Health Inc.This is the ini

14、tial public offering of Class A Ordinary Shares,by Mountain&Sea Health Inc.We are offering Class A OrdinaryShares,par value$0.0001 per share.Prior to this offering,there has been no public market for our Class A Ordinary Shares.We anticipate the initial public offeringprice of our Class A Ordinary S

15、hares will be between$and$.We intend to apply to list our Class A Ordinary Shareson the Nasdaq Capital Market under the symbol“SYH”.We are both an“emerging growth company”and a“foreign private issuer”as defined under the applicable U.S.federal securitieslaws and,as such,may elect to comply with cert

16、ain reduced public company reporting requirements for this and future filings.See“Prospectus SummaryImplications of Being an Emerging Growth Company”and“Prospectus SummaryImplications of Beinga Foreign Private Issuer.”We are a“controlled company”within the meaning of Nasdaq corporate governance rule

17、s because our director and Chief ExecutiveOfficer,Mr.Xiong Xiong,holds a majority of the aggregate voting power of our Company.See“Principal Shareholders.”For moredetailed description of risks related to being a“controlled company,”see“Risk Factors Risks Related to Our Class A OrdinaryShares and Thi

18、s Offering We are a“controlled company”as defined under the Nasdaq listing rules and,as a result,can rely onexemptions from certain corporate governance requirements that provide protection to shareholders.”We currently do not intend torely on the“controlled company”exemptions under the Nasdaq listi

19、ng rules even if we are deemed a controlled company.Immediately prior to the completion of this offering,our issued and outstanding share capital will consist of Class A OrdinaryShares and Class B Ordinary Shares.Our director and Chief Executive Officer,Mr.Xiong Xiong,beneficially owns all of our th

20、enissued and outstanding Class B Ordinary Shares.These Class B Ordinary Shares will constitute approximately%of our totalissued and outstanding share capital immediately after the completion of this offering and approximately%of the aggregatevoting power of our total issued and outstanding share cap

21、ital immediately after the completion of this offering,assuming that theunderwriter does not exercise their option to purchase additional Class A Ordinary Shares.Holders of Class A Ordinary Shares andClass B Ordinary Shares have the same rights except for voting and conversion rights.Each holder of

22、our Class A Ordinary Shareis entitled to one vote per share.Each holder of our Class B Ordinary Share is entitled to 10 votes per share.Our Class A OrdinaryShares and Class B Ordinary Shares vote together as a single class on all matters submitted to a vote of our shareholders,except asmay otherwise

23、 be required by law.Our Class B Ordinary Shares are convertible at any time into Class A Ordinary Shares on a one-for-one basis by the holder thereof.Class A Ordinary Shares are not convertible into Class B Ordinary Shares under anycircumstances.Upon any transfer of Class B Ordinary Shares by a hold

24、er thereof or a change of ultimate beneficial ownership ofany Class B Ordinary Shares to any person other than an affiliate of such person or a beneficial owner of Class B Ordinary Shares,such Class B Ordinary Shares are automatically and immediately converted into the same number of Class A Ordinar

25、y Shares.Investing in the Class A Ordinary Shares involves a high degree of risk.See“Risk Factors”beginning on page 17.Investors are cautioned that we are not a PRC operating company but a Cayman Islands holding company with operationsconducted by our PRC Subsidiaries in China,and that you are purch

26、asing shares of Mountain&Sea Health Inc.,a CaymanIslands holding company,in this initial public offering instead of purchasing equity securities of our PRC Subsidiaries thathave business operations in China and you may never hold any equity interests in our PRC Subsidiaries in China.Wecontrol and re

27、ceive the economic benefits of our PRC Subsidiaries business operation,if any,through equity ownership.We do not have,nor had we ever,have a variable interest entity(“VIE”)structure.Our corporate structure,i.e.,a CaymanIslands holding company with operations conducted by our PRC Subsidiaries,involve

28、s unique risks to investors.The PRCregulatory authorities could disallow this structure,which would likely result in a material change in our operations and/ora material change in the value of the securities we are registering for sale,including a significant decline in the value of suchsecurities o

29、r such securities becoming worthless.There are legal and operational risks associated with having operating structure as a Cayman Islands holding companywith substantially all of operations conducted by our PRC Subsidiaries in China,including changes in the legal,politicaland economic policies of th

30、e PRC government,the relations between China and the United States,or Chinese or UnitedStates regulations.The PRC government may exercise significant oversight and discretion over the conduct of our businessand may intervene or influence our operations in accordance with laws and regulations.If we f

31、ail to comply with laws orregulations,resulting in government actions,such actions could result in a material change in our operations and/or thevalue of the securities we are registering for sale;could significantly limit or completely hinder our ability to continue ouroperations;could significantl

32、y limit or completely hinder our ability to offer or continue to offer our securities to investors;and may cause the value of our securities to significantly decline or be worthless.For a description of our corporatestructure as well as related risks,see“Corporate History and Structure”beginning on

33、page 63,“Risk Factors Chinesegovernment may intervene or influence our operations in accordance with laws and regulations,or may exert more controlover offerings conducted overseas and/or foreign investment in China-based issuers,which could result in a materialchange in our operations and/or the va

34、lue of our Class A Ordinary Shares”beginning on page 33,and“Risk Factors Anyactions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/orforeign investment in China-based issuers could significantly limit or completely hinder our ability to o

35、ffer or continue tooffer securities to investors and cause the value of such securities to significantly decline or be worthless”beginning on page34.In recent years,the PRC government initiated a series of regulatory actions and made a number of public statements on theregulation of business operati

36、ons in China,including cracking down on illegal activities in the securities market,enhancingsupervision over China-based companies listed overseas,adopting new measures to extend the scope of cybersecurityreviews,and expanding efforts in anti-monopoly enforcement.As advised by our PRC legal counsel

37、,Beijing Yongxing LawFirm,as of the date of this prospectus,we have not engaged in any monopolistic behavior and our business does not controlmore than one million users personal information as of the date of this prospectus,implicate cybersecurity,or involve anyother type of restricted industry.As

38、uncertainties remain regarding the interpretation and implementation of these lawsand regulations,we cannot ensure you that we or our PRC Subsidiaries will be able to comply with such regulations in allrespects,and we or our PRC Subsidiaries may be ordered to rectify or terminate any actions that ar

39、e deemed illegal byregulatory authorities.In addition,new laws and regulations may be enforced from time to time to require additionalapproval on data security or anti-monopoly.If we are not able to obtain such approvals,we could be subject to potentialimpact on our daily business operations or our

40、ability to accept foreign investments and list on a U.S.stock exchange.See“Prospectus Summary-Permission Required from the PRC Authorities for Our Operations and Offering”beginning onpage 8 of this prospectus.On February 17,2023,the China Securities Regulatory Commission(the“CSRC”)released the Trial

41、 Administrative Measures ofOverseas Securities Offering and Listing by Domestic Companies(the“Trial Measures”)with five interpretive guidelines(togetherwith the New Overseas Listing Rules,collectively,the“New Overseas Listing Rules”),which came into effect on March 31,2023.The New Overseas Listing R

42、ules apply to overseas securities offerings and/or listings conducted by(i)companies incorporated inthe PRC,or PRC domestic companies,directly and(ii)companies incorporated overseas with operations primarily in the PRC andvalued on the basis of interests in PRC domestic companies,or indirect offerin

43、gs.The New Overseas Listing Rules requires(1)thefilings of the overseas offering and listing plan by the PRC domestic companies with the CSRC under certain conditions,and(2)the filing of their underwriters with the CSRC under certain conditions and the submission of an annual report of such filedund

44、erwriters to the CSRC within the required timeline.Based on the advice of our PRC counsel,Beijing Yongxing Law Firm,asour PRC Subsidiaries accounted for more than 50%of our consolidated revenues,profit,total assets or net assets for the fiscalyears ended June 30,2024 and 2023,and the key components

45、of our operations are carried out in the PRC,this offering isconsidered an indirect offering and we are subject to the filing requirements for this offering under the Trial Measures,and thisoffering and our listing on Nasdaq are therefore contingent on the completion of the filing procedures with th

46、e CSRC prior to ourlisting on Nasdaq.On April 2,2024,we submitted the filing materials to the CSRC.We have received comments from the CSRCand are in the course of addressing these comments accordingly.As of the date of this prospectus,we have not obtained the finalconfirmation from the CSRC regardin

47、g the completion of the filing process,and we cannot guarantee that the filing will becompleted in a timely manner or at all.This offering is conditioned on the completion of the filing requirements with the CSRC.Asthe New Overseas Listing Rules are recently published,there exists uncertainty with r

48、espect to the filing requirements and theirimplementation.Any failure or perceived failure of us to fully comply with such new requirements could significantly limit orcompletely hinder our ability to offer or continue to offer securities to investors,cause significant disruption to our businessoper

49、ations,and severely damage our reputation,which could materially and adversely affect our financial condition and results ofoperations and could cause the value of our securities to significantly decline or be worthless.See“Risks Related to DoingBusiness in China Any failure to timely file with the

50、China Securities Regulatory Commission,or the CSRC for this offering,orany actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and foreigninvestment in China-based issuers in the future,could significantly limit or completely hinder our abilit

51、y to offer or continue tooffer our Class A Ordinary Shares to investors and could cause the value of our Class A Ordinary Shares to significantly decline orbecome worthless”beginning on page 35 for a description of the New Overseas Listing Rules and how they may impact ourcompany and this offering.T

52、he Holding Foreign Companies Accountable Act,or the HFCAA,was enacted on December 18,2020,and was amended by theConsolidated Appropriations Act,2023 enacted on December 29,2022.The amended HFCAA states if the SEC determines that wehave filed audit reports issued by a registered public accounting fir

53、m that has not been subject to inspection by the PCAOB for twoconsecutive years,the SEC shall prohibit our Class A Ordinary Shares from being traded on a national securities exchange or in theover-the-counter trading market in the United States.The Consolidated Appropriations Act,2023 reduced the nu

54、mber ofconsecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two years.ThePCAOB issued a Determination Report on December 16,2021(the“Determination Report”)which found that the PCAOB wasunable to inspect or investigate completely registered pub

55、lic accounting firms headquartered in mainland China and Hong Kongbecause of a position taken by one or more authorities in those jurisdictions.Furthermore,the Determination Report identified thespecific registered public accounting firms which are subject to these determinations(“PCAOB Identified F

56、irms”).Our auditor,Audit Alliance LLP,the independent registered public accounting firm that issues the audit report included elsewhere in thisprospectus,as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB,issubject to laws in the U.S.pursuan

57、t to which the PCAOB conducts regular inspections to assess its compliance with the applicableprofessional standards.Audit Alliance LLP is headquartered in Singapore,and,as of the date of this prospectus,was not included inthe list of PCAOB Identified Firms in the Determination Report.On December 15

58、,2022,the PCAOB issued a report that vacatedits December 16,2021,determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unableto inspect or investigate completely registered public accounting firms.Each year,the PCAOB will determine whether it can inspect a

59、nd investigate audit firms in mainland China and Hong Kong,amongother jurisdictions.If the PCAOB determines in the future that it no longer has full access to inspect and investigate accountingfirms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdict

60、ions to issue anaudit report on our financial statements filed with the SEC,we would be identified as a“Commission-Identified Issuer”followingthe filing of the annual report on Form 20-F for the relevant fiscal year.There can be no assurance that we would not be identifiedas a“Commission-Identified

61、Issuer”for any future fiscal year,and if we were so identified for two consecutive years,we wouldbecome subject to the prohibition on trading under the HFCAA.The delisting of our Class A Ordinary Shares,or the threat of theirbeing delisted,may materially and adversely affect the value of your invest

62、ment.These risks could result in a material adversechange in our operations and the value of our Class A Ordinary Shares,significantly limit or completely hinder our ability to offeror continue to offer securities to investors or cause the value of such securities to significantly decline or become

63、worthless.Formore details,see“Risk Factors Risks Related to Our Class A Ordinary Shares and This Offering Our Class A OrdinaryShares will be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act,or the HFCAA,if it is later determined that the PCAOB is unabl

64、e to inspect and investigate completely our auditor.The delisting of and prohibitionfrom trading our Class A Ordinary Shares,or the threat of their being delisted and prohibited from trading,may cause the value ofour Class A Ordinary Shares to significantly decline or be worthless”beginning on page

65、46 of this prospectus.As of the date of this prospectus,we have not maintained any cash management policies that dictate the purpose,amount,andprocedure of fund transfers among our Cayman Islands holding company,our subsidiaries,or investors.Rather,the funds can betransferred in accordance with the

66、applicable laws and regulations.See“Prospectus Summary-Cash Transfers and DividendDistributions”beginning on page 11 of this prospectus.As of the date of this prospectus,our Cayman Islands holding company,orMS Health,has not declared or paid dividends,made distributions,or transferred assets to its

67、subsidiaries in the past,nor have anydividends,distributions or asset transfers been made by any of our PRC Subsidiaries to MS Health BVI,MS Health HK or theCayman Islands holding company.For the years ended June 30,2024 and 2023,there was no cash transfer among our CaymanIslands holding company,MS

68、Health BVI,MS Health HK and our PRC Subsidiaries.Our Board has complete discretion on whether to distribute dividends,subject to applicable laws.See“Prospectus Summary Cash Transfers and Dividend Distributions”beginning on page 11 of this prospectus.We do not have any current plan to declare orpay a

69、ny cash dividends on our ordinary shares in the foreseeable future after this offering.See“Risk Factors Risks related to theClass A Ordinary Shares and This Offering We currently do not expect to pay dividends for the foreseeable future after theoffering and you must rely on price appreciation of ou

70、r Class A Ordinary Shares for return on your investment.”beginning on page49 of this prospectus.Subject to certain contractual,legal,and regulatory restrictions,cash and capital contributions may be transferred among ourCayman Islands holding company and our subsidiaries.If needed,our Cayman Islands

71、 holding company can transfer cash to oursubsidiaries through loans and/or capital contributions,and our subsidiaries can transfer cash to our Cayman Islands holdingcompany through loans and/or issuing dividends or other distributions.There are currently no restrictions on transferring fundsbetween

72、our Cayman Islands holding company and our subsidiary in Hong Kong.There are limitations on the ability to transfercash between the Cayman Islands holding company,our subsidiary in Hong Kong,on the one hand,and the PRC Subsidiaries,onthe other hand.Cash transfers from the Cayman Islands holding comp

73、any or our subsidiary in Hong Kong to the PRC Subsidiariesare subject to the applicable PRC laws and regulations on loans and direct investment.See“Prospectus Summary Cash Transfersand Dividend Distributions,”beginning on page 11 and see also“Risk Factors Risks Related to Doing Business in the PRC P

74、RC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control ofcurrency conversion may restrict or delay us from using the proceeds of this offering to provide capital support to our PRCSubsidiaries,which could adversely affect our liquidity

75、and our ability to fund and expand our business.”beginning on page 39 ofthis prospectus.If any of the PRC Subsidiaries incurs debt on their own behalf in the future,the instruments governing such debtmay restrict their ability to pay dividends to us.Dividends from the PRC Subsidiaries to the Cayman

76、Islands holding company andour subsidiary in Hong Kong are subject to the current PRC regulations,which permit the PRC Subsidiaries to pay dividends totheir shareholders only out of their accumulated profits,if any,determined in accordance with PRC accounting standards andregulations.Cash transfers

77、from the PRC Subsidiaries to the Cayman Islands holding company and our subsidiary in Hong Kongare subject to the restrictions on the remittance of Renminbi into and out of China and governmental control of currencyconversion.Additionally,to the extent cash or assets in the business is in China or a

78、 Chinese operating entity,the funds or assetsmay not be available to fund operations or for other use outside of China due to interventions in or the imposition of restrictionsand limitations on our ability by the PRC government to transfer cash or assets.See“Risk Factors Risks Related to DoingBusin

79、ess in the PRC We may rely on dividends and other distributions on equity paid by our PRC Subsidiaries to fund any cashand financing requirements we may have,and any limitation on the ability of our PRC Subsidiaries to make payments to us couldhave a material and adverse effect on our ability to con

80、duct our business.”beginning on page 38 of this prospectus.See also“RiskFactors Risks Related to Doing Business in the PRC Governmental control of currency conversion may limit our ability toutilize our revenues effectively and affect the value of your investment”on page 40 of this prospectus.Neithe

81、r the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus.Any representation to the contrary is a criminaloffense.Per Share Total Initial public offering price(1)$Underwriting disco

82、unts and commissions(2)$Proceeds to us(before expenses)(3)$Per Share Total Initial public offering price$Underwriting discounts and commissions(1)$Proceeds to us(before expenses)(2)$(1)Initial public offering price per Class A Ordinary Share is assumed as$_ per share,which is the midpoint ofthe rang

83、e set forth on the cover page of this prospectus.The table above assumes that the underwriter does notexercise its over-allotment option.For more information,see“Underwriting”in this prospectus.(2)We have agreed to pay US Tiger Securities,Inc.,the representative of the underwriters(the“Representativ

84、e”),adiscount equal to 7%of the public offering price in this offering.We have also agreed to pay the Representative anon-accountable expense allowance equal to 1%of the actual amount of the offering.In addition,we will issue to theRepresentative warrants to purchase in the aggregate the number of C

85、lass A Ordinary Shares equal to 4%of the totalnumber of Class A Ordinary Shares sold in this offering.The registration statement of which this prospectus forms apart also registers the issuance of the Class A Ordinary Shares issuable upon exercise of the representatives warrants.See also“Underwritin

86、g”for a description of compensation and other items of value payable to the underwriters.(3)We expect our total cash expenses for this offering(including cash expenses payable to our underwriters for their out-of-pocket expenses)to be approximately$,exclusive of the above commissions.In addition,we

87、will payadditional items of value in connection of this offering that are viewed by the Financial Industry RegulatoryAuthority,or FINRA,as underwriting compensation.These payments will further reduce proceeds available to usbefore expenses.See“Underwriting.”We have granted the underwriters an option

88、 for a period of 45 days after the closing of this offering to purchase up to 15%of thetotal number of our Class A Ordinary Shares to be offered by us pursuant to this offering,solely for the purpose of coveringoverallotments,at the initial public offering price less the underwriting discount.The un

89、derwriter expects to deliver the Class A Ordinary Shares against payment in U.S.dollars in New York,NY to purchasers onor about ,2024.US Tiger Securities,Inc.The date of this prospectus is ,2024 TABLE OF CONTENTS P?S?1T?O?16R?F?17S?N?F?-L?S?55U?P?57D?P?58C?59D?60E?C?L?61C?H?S?63S?C?F?A?O?D?65M?D?A?F

90、?C?R?O?66I?O?78B?81R?93M?104P?S?110R?P?T?112D?S?C?115S?E?F?F?S?125T?127U?134E?R?T?T?O?138L?M?139E?140W?Y?C?F?A?I?141INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 This prospectus contains certain estimates and information concerning our industry and market,including general marketinformation,market s

91、ize,and growth rates of the markets in which we participate.This information was obtained from our owninternal estimates,surveys,and research as well as from publicly available information,industry and general publications andresearch,surveys and studies conducted by third parties.We have not indepe

92、ndently verified the accuracy or completeness of thedata contained in these industry publications and reports.The industry in which we operate is subject to a high degree ofuncertainty and risk due to a variety of factors,including those described in the“Risk Factors”section.These and other factorsc

93、ould cause results to differ materially from those expressed in these publications and reports.Our PRC Subsidiaries have proprietary rights to trademarks used in this prospectus that are important to their business,many ofwhich are registered under applicable intellectual property laws.Solely for co

94、nvenience,some of the trademarks,service marks andtrade names referred to in this prospectus are without the,and other similar symbols,but such references are not intended toindicate,in any way,that our PRC Subsidiaries will not assert,to the fullest extent under applicable law,their rights to these

95、trademarks,service marks and trade names.This prospectus contains additional trademarks,service marks and trade names of others.All trademarks,service marks and tradenames appearing in this prospectus are,to our knowledge,the property of their respective owners.We do not intend our use ordisplay of

96、other companies trademarks,service marks or trade names to imply a relationship with,or endorsement or sponsorshipof us by,any other person.You should rely only on the information contained in this prospectus or in any related free-writing prospectus.We have notauthorized anyone to provide you with

97、information different from that contained in this prospectus or in any related free-writing prospectus.We are offering to sell,and seeking offers to buy,the Class A Ordinary Shares offered hereby,but onlyunder circumstances and in jurisdictions where offers and sales are permitted and lawful to do s

98、o.The informationcontained in this prospectus is current only as of the date of this prospectus,regardless of the time of delivery of thisprospectus or of any sale of the Class A Ordinary Shares.Neither we nor the underwriter have taken any action that would permit a public offering of the Class A O

99、rdinary Shares outsidethe United States or permit the possession or distribution of this prospectus or any related free-writing prospectus outside theUnited States.Persons outside the United States who come into possession of this prospectus or any related free-writing prospectusmust inform themselv

100、es about and observe any restrictions relating to the offering of the Class A Ordinary Shares and thedistribution of the prospectus outside the United States.Until ,2024(the 25th day after the date of this prospectus),all dealers that buy,sell or trade Class A OrdinaryShares,whether or not participa

101、ting in this offering,may be required to deliver a prospectus.This is in addition to theobligation of dealers to deliver a prospectus when acting as underwriter and with respect to their unsold allotments orsubscriptions.i P?S?The following summary is qualified in its entirety by,and should be read

102、in conjunction with,the more detailed information andfinancial statements and notes appearing elsewhere in this prospectus.In addition to this summary,we urge you to read theentire prospectus carefully,especially the risks of investing in the Class A Ordinary Shares discussed under“Risk Factors,”bef

103、ore deciding whether to buy the Class A Ordinary Shares.Overview We are a Cayman Islands exempted company incorporated on September 27,2022 and conduct our business in Chinathrough our PRC Subsidiaries.Our core business involves providing health solutions to the middle-aged and elderlypopulations,en

104、compassing various health management services,health products,accommodation services and health camps inChina.Our inception was driven by the vision to deliver holistic health solutions specifically for the middle-aged and elderlypopulations.We strategically operate in several major cities,including

105、 Shanghai,Hangzhou,Jiaxing,Anji,Weihai,Huangshanand Liyang,where we offer diverse services and products designed to meet the needs and expectations of our customers.Ourevolution reflects our deep understanding of the elderly care and wellness industry,coupled with a responsive approach to thedynamic

106、 health requirements of modern society.Central to our business is our comprehensive health management model.This model integrates various health servicesand products,catering to the full spectrum of health and wellness needs.It encompasses key aspects ranging from preventativehealth measures and rou

107、tine wellness checks to mental health support,lifestyle management,wellness tourism and a variety ofdaily health products.We believe our model excels in delivering an integrated health experience,where each service andproduct complements one another,ensuring a holistic approach to enhancing our cust

108、omers well-being.Our goal is to assist customers in maintaining good physical and mental well-being.We design,source,integrate,manage,and provide a series of products and services through managed campaigns and activities,user-friendly onlineapplications and convenient offline customer touchpoints.Ou

109、r business is categorized into five main sections:Health Management Services.This is a key part of our business,providing health assessments and ongoing healthmonitoring through a team of well-trained in-house health consultants who work closely with customers and a team of externalhealth consultant

110、s from professional health care institutions.While some of these services are typically free for our customers,others may be referred to third-party institutions for professional consultation and treatment.The health management servicesacts as a nexus for other business lines.Selected Products.We of

111、fer a curated selection of health and wellness products including selected agricultureproducts and health dietary supplements,as well as a selection of quality daily groceries,through a user-friendly onlineplatform.These products are carefully sourced and selected,especially for elderly customers.He

112、alth Foods.We focus on offering dietary and supplementary food products designed to meet the specific nutritionalneeds of the middle-aged and elderly.These products are manufactured and supplied by key partners and are available invarious offline sales scenarios.Accommodation Services.We collaborate

113、 with hotels of different grades and styles to provide comfortable and health-focused accommodations.These hotels and vacation resorts,strategically located in selected tourist locations and wellnesssites,are available for booking through our internal online booking system.As of June 30,2024,we have

114、 entered into writtenagreements with 101 hotels as accommodation suppliers,including 3 facilities from our affiliated companies.Pursuant to theseagreements with our hotel suppliers,such suppliers are obligated to supply hotel rooms to us at competitive prices.Ourcustomers can browse from our various

115、 selection of engaged hotels and place accommodation orders to us.We purchase thehotel rooms from the suppliers and track the check-in process as well as customer satisfaction.Health Camps.Together with our travel agency partners,we create travel experiences that are not just leisurely butalso contr

116、ibute to health and well-being.Our health camps offer a complete experience,including comfortableaccommodations,healthy meals,beautiful scenery,interesting activities,and convenient transportation.These camps aim tohelp customers maintain a healthy lifestyle and reduce physical and mental stress.1 W

117、e have operated an online marketplace which is developed and maintained by a third-party technology supplier,namely Hangzhou Leyangyun Technology Co.,Ltd.It features a user-friendly interface for middle-aged and elderly customers.The online marketplace is accessible to our customers through a WeChat

118、 mini-program,namely Le Yang Yun(乐养云).Through this platform,our customers can create membership accounts,place orders for selected products,or book hotel rooms.Our strategic alliances with various hotels of different grades,travel agencies,reputable health product suppliers andexternal health consul

119、tants are vital to our business.These partnerships allow us to offer quality services suitable for ourcustomers,ensuring that every aspect of their health journey is catered to with excellence and care.We manage a stringentprocess to select appropriate service and product suppliers to meet our custo

120、mer needs.We also leverage resources from ouraffiliated entity,Shanghai Mountain&Sea Investment Group Co.,Ltd.,a related party controlled by our director and ChiefExecutive Officer,Xiong Xiong,as well as its affiliates,to have engaged 3 affiliated hotels among our totally 80 hotelselections for acco

121、mmodation service with favorable price.We have entered into written agreements with 80 hotels as our accommodation suppliers,ensuring competitive pricingfor our customers.One example of these is our agreement with Ningbo Haiying Hotel Management Co.,Ltd.,whereby thesupplier commits to offering favor

122、able rates for rooms year-round,including both peak and off-peak seasons.Furthermore,wehave entered into written agreements with our affiliate company,Hangzhou Mountain&Sea Tourism Co.,Ltd.,pursuant towhich we purchase from Hangzhou Mountain&Sea Tourism Co.,Ltd.tailored health camps products that we

123、 deliver to ourcustomers.Additionally,we also engage health product suppliers to procure customized health products,such as ourarrangement with Huzhou Tianping Health Management Co.,Ltd.for probiotic products meeting specific criteria.Moreover,we also enter into written agreements with qualified ext

124、ernal consultants to provide extensive professional health advice,likeengaging experts in hypertension management.Since we provide a concept of comprehensive health management thatintegrates different products and services from various suppliers,we make our partners aware of our philosophy to pass t

125、heunited message to our customers.Our primary customers are individuals aged between 50 and 75,a demographic group that values quality of life andwellness.Our customer services,built with a profound understanding of these customers preferences,offers a blend ofexclusivity and personalized service by

126、 our professional in-house health consultants.Our customers enjoy various benefits,including customized health plans,priority access to services,and a loyalty rewards program.Currently we providecomplimentary membership and do not charge any membership fee for becoming a member.Our customers can joi

127、n themembership at no charge,granting them access to personalized health management advice and participation in health-relatedevents such as health forums or social campaigns.We believe our customer service will aid in customer retention and enhanceoverall customer satisfaction levels.The rapidly ag

128、ing population in China presents a unique opportunity for us.We believe we are strategically positionedto address the growing demand for specialized health services tailored for the middle-aged and elderly.Our business model,products,services,and strategies align with Chinas national focus on improv

129、ing the quality of life for the aging population.Additionally,the COVID-19 pandemic has intensified health management concerns,particularly among middle-aged andelderly populations who have been more impacted by the epidemic.Their growing demand for comprehensive healthmanagement is expected to driv

130、e the growth in our business.Our capabilities span from careful customer operation and supplier management to expert customer service andcomprehensive health management solutions.Our ability to integrate various health services under one umbrella and ourcommitment to quality and customer satisfactio

131、n are key drivers of the effective operation of our business.In financial terms,we have shown resilience and stability over the past two years.We generate revenue through fivebusiness categories:selected products,health camps,health management services,accommodation services,and health foods.For the

132、 twelve months ended June 30,2023 and June 30,2024,our total revenue was$7,553,043 and$12,737,756,respectively,with operating income of$1,601,684 and$4,094,760,respectively.In the past two fiscal years,our financialstability and upward trajectory reflect the effectiveness of our business strategies

133、and the growing market demand forcomprehensive health management services.Our Competitive Strengths Integration of Diverse Services and Products We strive to establish a unique ability to stand out in the health management sector to blend varying services andproducts into a comprehensive health mana

134、gement solution.This integration goes beyond merely offering a variety of productsand services,but rather is about creating a seamless connection between different services to deliver a complete healthexperience dedicated for the middle-aged and elderly populations.Our offerings include thorough hea

135、lth testing and ongoingmonitoring,customized dietary plans,wellness-oriented travel,and comfortable accommodation services,all intricately linkedto support the ongoing health needs of our clients.This level of integration showcases our deep understanding of the complexhealth needs of our customers,p

136、articularly the middle-aged and elderly,and our dedication to providing a solution that coversimportant aspects of their health and well-being.Unlike many competitors,our focus on the needs of the middle-aged andelderly customer group is a significant differentiator,showcasing our commitment to this

137、 demographic.2 Understanding of Middle-Aged and Elderly Customer Needs A key aspect of our competitive advantage is our deep understanding of the needs and preferences of our primaryfocused customer group,middle-aged and the elderly.We recognize that the health concerns of the middle-aged and elderl

138、y aremultifaceted,encompassing physical health,mental well-being,social engagement,and overall lifestyle enhancement.Ourservices are specifically tailored to address these varied needs,going beyond mere functionality to resonate on an emotionallevel with our customers.This deep comprehension of our

139、customer requirements allow us to develop services that foster trustand loyalty,enhancing our customers quality of life and increasing the likelihood of their continued engagement with ourofferings.Customized Value-Added Services for Enhanced Customer Engagement Our approach to customer engagement i

140、ncludes the development and integration of a range of value-added services,specifically designed to deepen the relationship between us and our customers.These services extend beyond basic healthmanagement,offering benefits and experiences that enhance the overall customer experience with us.Access t

141、o exclusivehealth seminars,personalized health consultations,and wellness events exclusive to our customers are some examples of theseofferings.These services not only increase the value we provide to our customers but also foster a sense of belonging andloyalty,positioning us as not just a service

142、provider but as a key partner in their health management process.Extensive Resources in Hotels and Health Products Our strength is further enhanced by our extensive resources in various graded hotel partnerships and a broad range ofhealth products.Collaborating with quality hotels ensures that our c

143、ustomers have access to accommodations that are not onlycomfortable but also conducive to promoting health and well-being such as enhancement of sleep management.Similarly,ourline of health products is meticulously selected to meet industrial standards of quality and effectiveness,ensuring our custo

144、mershave access to the best possible products to support their health objectives.We have entered into written agreements with allengaged hotels as suppliers to provide favorable price to our customers and we have agreements with health product suppliersto deliver qualified and customized health prod

145、ucts for specific needs.Experienced and Knowledgeable Management Team The strategic direction and continued success of our company are driven by a management team comprisingindividuals with extensive knowledge and experience in various fields of health management.This teams expertise andvisionary le

146、adership are instrumental in navigating the complex health market,fostering innovation,and ensuring that weremain at the forefront of the health management industry.Their guidance and insight are invaluable assets to our company,enabling us to continuously improve our services and maintain our posit

147、ion as a leader in the industry.See the section entitled“Business”for more details on our strengths.Our Growth Strategies Expanding Market Reach We plan to engage external distributors to expand our sales channels,offering health foods and selected products topotential customers in target markets.Ad

148、ditionally,we plan to boost sales of our accommodation service and health campthrough sales partners.The business cooperation with these external resources may take form of direct purchase of companyproducts or referral commission based on orders.These initiatives aim to expand our distribution netw

149、ork,allowing us to reachnew customers and markets.By leveraging the strengths of these external distributors and sales partners,we believe we will beable to grow our operations and enhance our presence in new markets.Expanding Hotel and Travel Destination Network We plan to significantly increase ou

150、r network of hotels and travel destinations.This expansion will offer ourcustomers more options for health-focused travel and accommodations.Partnering with additional hotels and travel agencies aswell as exploring new wellness destinations should allow us to provide diverse and enriching health and

151、 travel experiences.Growing Our Health Product Portfolio We are working on enlarging our range of health products.This strategy includes adding more products and ensuringthey align with current health and wellness trends.By regularly updating our product range,we can meet our customersevolving needs

152、 with the latest and most effective health solutions.3 Expanding Health Consultant Team and Strengthening Customer Relationships We are committed to growing our health consultant team,emphasizing personalized service that focuses on ourcustomers.This growth is about more than just numbers;its about

153、enhancing the teams skills and knowledge.Our aim is tobuild deeper relationships with customers by understanding their specific health needs and preferences.This approach allowsus to offer advice and solutions that are proactive and tailored to each customer.Expanding our team also means we cansuppo

154、rt more customers without compromising their satisfaction.Broadening Customer Base to Include Younger Demographics We are adapting to changes in health and wellness trends by expanding our focus to younger customers aged between35-50,a group which we believe has established a certain economic level

155、while suffering from suboptimal health.This strategyinvolves understanding the health goals and lifestyle choices of this younger audience and tailoring our services accordingly.By reaching out to a broader customer base,we aim to tap into new market segments,contributing to our long-term growth and

156、sustainability in the health management sector.Investing in Digital Management and E-commerce Systems Recognizing the importance of technology,we plan to make significant investments in digital management and e-commerce systems.Since we currently outsource the technology development and maintenance

157、to a third-party developer,namely,Hangzhou Leyangyun Technology Co.,Ltd,this digital transformation is aimed at transferring the digital platform in-house and improving operational efficiency,enhancing customer service,and providing a smooth online shopping experience.Using digital tools and platfor

158、ms,we believe we can streamline our processes,gain valuable customer insight,and offer morepersonalized services.Pursuing Strategic Mergers and Acquisitions We are actively exploring opportunities for mergers and acquisitions.This strategy is about finding partnerships andacquisitions that can compl

159、ement and strengthen our existing services and market position.Through strategic mergers andacquisitions,we aim to accelerate our growth,broaden our services,and reinforce our position in the health managementindustry.See the section entitled“Business”for more details on these strategies.Summary of

160、Risk Factors Investing in our Class A Ordinary Shares involves risks.The risks summarized below are qualified by reference to thesection entitled“Risk Factors”,which you should carefully consider before deciding to purchase our Class A Ordinary Shares.If any of these risks actually occurs,our busine

161、ss,financial condition,or results of operations would likely be materially andadversely affected.In such cases,the trading price of our Class A Ordinary Shares would likely decline,and you may lose all orpart of your investment.We believe some of the major risks and uncertainties that may materially

162、 and adversely affect us include thefollowing:Risks Related to Our Business and Industry Our operating history may not be indicative of our future growth or financial results and we may not be able to sustainour historical growth rates:see“Risk Factors Our operating history may not be indicative of

163、our future growth orfinancial results and we may not be able to sustain our historical growth rates”beginning on page 17.Failure of our suppliers and business partners to maintain the quality and safety of our health food products could havea material and adverse effect on our reputation,financial c

164、ondition and results of operations;see“Risk Factors-Failure of our suppliers or business partners to maintain the quality and safety of our health food products could havea material and adverse effect on our reputation,financial condition and results of operations”on page 19.We rely on individual cu

165、stomers for a significant portion of our net revenues.A reduction in demand from theseindividual accounts could materially and adversely affect our business,financial condition,results of operations andprospects;see“Risk Factors-We rely on individual customers for a significant portion of our net re

166、venues.Areduction in demand from these individual accounts could materially and adversely affect our business,financialcondition,results of operations and prospects”on page 17.4 We are heavily dependent on our major suppliers on the supply of certain health food products,the loss of which couldadver

167、sely affect our business,financial condition and results of operations;see“Risk Factors-We are heavilydependent on our major suppliers on the supply of our products,the loss of which could adversely affect our business,financial condition and results of operations”on page 19.The Company has engaged

168、in transactions with related parties,and terms obtained or consideration that it paid inconnection with these transactions may not be comparable to terms available or the amounts that would be paid inarms length transactions;see“Risk Factors-The Company has engaged in transactions with related parti

169、es,andterms obtained or consideration that it paid in connection with these transactions may not be comparable to termsavailable or the amounts that would be paid in arms length transactions”on page 20.A significant interruption in the operations of our health food suppliers and other business partn

170、ers could potentiallydisrupt our operations;see“Risk Factors-A significant interruption in the operations of our health food suppliers andother business partners could potentially disrupt our operations”on page 20.Food safety and food-borne illness incidents or other safety concerns may materially a

171、dversely affect our health foodbusiness by exposing us to lawsuits,product recalls or regulatory enforcement actions,increasing our operating costsand reducing demand for our health food product offerings;see“Risk Factors-Food safety and food-borne illnessincidents or other safety concerns may mater

172、ially adversely affect our health food business by exposing us to lawsuits,product recalls or regulatory enforcement actions,increasing our operating costs and reducing demand for our healthfood product offerings”on page 21.If our health management solutions do not drive users engagement or if we fa

173、il to provide superior user experience,our health management services business and reputation may be materially and adversely affected;see“Risk Factors-If our health management solutions do not drive users engagement or if we fail to provide a superior user experience,our health management services

174、business and reputation may be materially and adversely affected”on page 24.If we are unable to attract,train and retain key individuals and highly skilled employees in health managementservices industry,our business may be adversely affected;see“Risk Factors-If our health management solutions donot

175、 drive users engagement or if we fail to provide a superior user experience,our health management servicesbusiness and reputation may be materially and adversely affected”on page 24.Risks Related to Doing Business in the PRC Uncertainties with respect to the PRC legal system,including uncertainties

176、regarding the promulgation,interpretationand enforcement of laws and that rules and regulations in China can change quickly with little advance notice,couldadversely affect us and result in fewer legal protections available to you and us;see“Risk Factors-Uncertainties withrespect to the PRC legal sy

177、stem,including uncertainties regarding the promulgation,interpretation and enforcement oflaws and that rules and regulations in China can change quickly with little advance notice,could adversely affect usand result in fewer legal protections available to you and us”on page 33.Chinese government may

178、 intervene or influence our operations in accordance with laws and regulation,or may exertmore control over offerings conducted overseas and/or foreign investment in China-based issuers,which could resultin a material change in our operations and/or the value of our Class A Ordinary Shares;See“Risk

179、Factors-TheChinese government may intervene or influence our operations in accordance with laws and regulations,or may exertmore control over offerings conducted overseas and/or foreign investment in China-based issuers,which could resultin a material change in our operations and/or the value of our

180、 Class A Ordinary Shares”on page 33.Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseasand/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer orcontinue to offer securities

181、to investors and cause the value of such securities to significantly decline or be worthless;see“risk Factors-Any actions by the Chinese government to exert more oversight and control over offerings that areconducted overseas and/or foreign investment in China-based issuers could significantly limit

182、 or completely hinderour ability to offer or continue to offer securities to investors and cause the value of such securities to significantlydecline or be worthless”on page 34.Any failure to timely file with the China Securities Regulatory Commission,or the CSRC for this offering,or anyactions by t

183、he PRC government to exert more oversight and control over offerings that are conducted overseas andforeign investment in China-based issuers in the future,could significantly limit or completely hinder our ability tooffer or continue to offer our ordinary shares to investors and could cause the val

184、ue of our ordinary shares tosignificantly decline or become worthless;see“Risk Factors-Any failure to timely file with the China SecuritiesRegulatory Commission,or the CSRC for this offering,or any actions by the PRC government to exert more oversightand control over offerings that are conducted ove

185、rseas and foreign investment in China-based issuers in the future,could significantly limit or completely hinder our ability to offer or continue to offer our ordinary shares to investorsand could cause the value of our ordinary shares to significantly decline or become worthless”on page 35.We are s

186、ubject to complex and evolving PRC laws and regulations regarding cybersecurity and data privacy and maybe subject to enhanced cybersecurity review or other pre-approval requirement from the CAC to conduct our proposedlisting.Any failure to comply with applicable laws and requirements could have a m

187、aterial and adverse effect on ourbusiness and this offering;see“Risk Factors-We are subject to complex and evolving PRC laws and regulationsregarding cybersecurity and data privacy,and may be subject to enhanced cybersecurity review or other pre-approvalrequirement from the CAC to conduct our propos

188、ed listing.Any failure to comply with applicable laws andrequirements could have a material and adverse effect on our business and this offering”on page 37.We may rely on dividends and other distributions on equity paid by our PRC Subsidiaries to fund any cash andfinancing requirements we may have,a

189、nd any limitation on the ability of our PRC Subsidiaries to make payments tous could have a material and adverse effect on our ability to conduct our business;see“Risk Factors-We may rely ondividends and other distributions on equity paid by our PRC Subsidiaries to fund any cash and financing requir

190、ementswe may have,and any limitation on the ability of our PRC Subsidiaries to make payments to us could have a materialand adverse effect on our ability to conduct our business”on page 38.Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affec

191、t thevalue of your investment;see“Risk Factors-Governmental control of currency conversion may limit our ability toutilize our revenues effectively and affect the value of your investment”on page 40.PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and go

192、vernmentalcontrol of currency conversion may restrict or delay us from using the proceeds of this offering to provide capitalsupport to our PRC Subsidiaries,which could adversely affect our liquidity and our ability to fund and expand ourbusiness;see“Risk Factors-PRC regulation of loans to and direc

193、t investment in PRC entities by offshore holdingcompanies and governmental control of currency conversion may restrict or delay us from using the proceeds of thisoffering to provide capital support to our PRC Subsidiaries,which could adversely affect our liquidity and our abilityto fund and expand o

194、ur business”on page 39.You may experience difficulties in effecting service of legal process,enforcing foreign judgments or bringing actionsin China against us or our management named in the prospectus based on foreign laws;see“Risk Factors-You mayexperience difficulties in effecting service of lega

195、l process,enforcing foreign judgments or bringing actions in Chinaagainst us or our management named in the prospectus based on foreign laws”on page 42.5 Risks Related to Our Class A Ordinary Shares and This Offering Our Class A Ordinary Shares will be prohibited from trading in the United States un

196、der the Holding ForeignCompanies Accountable Act,or the HFCAA,if it is later determined that the PCAOB is unable to inspect andinvestigate completely our auditor.The delisting of and prohibition from trading our Class A Ordinary Shares,or thethreat of their being delisted and prohibited from trading

197、,may cause the value of our Class A Ordinary Shares tosignificantly decline or be worthless;see“Risk Factors-Our Class A Ordinary Shares will be prohibited from tradingin the United States under the Holding Foreign Companies Accountable Act,or the HFCAA,if it is later determinedthat the PCAOB is una

198、ble to inspect and investigate completely our auditor.The delisting of and prohibition fromtrading our Class A Ordinary Shares,or the threat of their being delisted and prohibited from trading,may cause thevalue of our Class A Ordinary Shares to significantly decline or be worthless”on page 46.There

199、 has been no public market for our Class A Ordinary Shares prior to the completion of this offering,and you maynot be able to resell our Class A Ordinary Shares at or above the price you pay for them,or at all;see“Risk Factors-There has been no public market for our Class A Ordinary Shares prior to

200、the completion of this offering,and you maynot be able to resell our Class A Ordinary Shares at or above the price you pay for them,or at all”on page 47.We currently do not expect to pay dividends for the foreseeable future after the offering and you must rely on priceappreciation of our Class A Ord

201、inary Shares for return on your investment;see“Risk Factors-We currently do notexpect to pay dividends for the foreseeable future after the offering and you must rely on price appreciation of ourClass A Ordinary Shares for return on your investment.”on page 49.The trading price of our Class A Ordina

202、ry Shares may be volatile or may decline regardless of our operatingperformance,which could result in substantial losses to investors;see“Risk Factors-The trading price of our Class AOrdinary Shares may be volatile or may decline regardless of our operating performance,which could result insubstanti

203、al losses to investors”on page 50.Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others frompursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial;see“Risk factors-Our dual-class voti

204、ng structure will limit your ability to influence corporate matters requiringshareholder approval,and could discourage others from pursuing any change of control transactions that holders ofour Class A Ordinary Shares may view as beneficial”on page 50.As we are a foreign private issuer and are exemp

205、t from certain Nasdaq corporate governance standards applicable toU.S.issuers,you will have less protection than you would have if we were a domestic issuer;see“Risk Factors-Aswe are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S.issuers,

206、you will have less protection than you would have if we were a domestic issuer”on page 51.Although as a foreign private issuer we are exempt from certain corporate governance standards applicable to U.S.issuers,if we cannot satisfy,or continue to satisfy,the initial listing requirements and other ru

207、les of the Nasdaq CapitalMarket,our securities may not be listed or may be delisted,which could negatively impact the price of our securitiesand your ability to sell them;see“Risk Factors-Although as a foreign private issuer we are exempt from certaincorporate governance standards applicable to US i

208、ssuers,if we cannot satisfy,or continue to satisfy,the initial listingrequirements and other rules of the Nasdaq Capital Market,our securities may not be listed or may be delisted,whichcould negatively impact the price of our securities and your ability to sell them”on page 52.You may face difficult

209、ies in protecting your interests as a shareholder,as Cayman Islands law provides substantiallyless protection when compared to the laws of the United States and it may be difficult for a shareholder of ours toeffect service of process or to enforce judgements obtained in the U.S.courts;see“Risk Fact

210、ors-You may facedifficulties in protecting your interests as a shareholder,as Cayman Islands law provides substantially less protectionwhen compared to the laws of the United States and it may be difficult for a shareholder of ours to effect service ofprocess or to enforce judgements obtained in the

211、 U.S.court”on page 54.There can be no assurance that we will not be a passive foreign investment company,or PFIC,for United Statesfederal income tax purposes for any taxable year,which could subject United States investors in the Class A OrdinaryShares to significant adverse United States income tax

212、 consequences.See“Risk Factors-There can be no assurancethat we will not be a passive foreign investment company,or PFIC,for U.S.federal income tax purposes for anytaxable year,which could subject U.S.investors in the Class A Ordinary Shares to significant adverse U.S.income taxconsequences”on page

213、53.Corporate History and Structure Mountain&Sea Health Inc.(“MS Health”)was incorporated on September 27,2022 under the laws of the CaymanIslands as an exempted company with limited liability.MS Healths registered office is located at the Office of SertusIncorporations(Cayman)Limited,Sertus Chambers

214、,Governors Square,Suite#5-204,23 Lime Tree Bay Avenue,P.O.Box2547,Grand Cayman,KY1-1104,Cayman Islands.Structured as a holding company with no material operations,MS Healthconducts its operations in China through its PRC Subsidiaries,primarily Zhejiang Xian Health and Hangzhou Xian.We have started o

215、ur business in the health food,hotel accommodation and health camp and health managementbusiness through Hangzhou Xian since 2015.With the growth of our business and in order to facilitate international capitalinvestment in us,we started a reorganization as described below involving new offshore and

216、 onshore entities in September2022 and completed it in March 2024.MS Health BVI,incorporated on October 10,2022 under the laws of BVI,is our wholly-owned subsidiary in BVI anda holding company with no business operations,which,in turn,wholly owns all of the equity interest of MS Health HK,alimited c

217、ompany incorporated on November 1,2022 under the laws of Hong Kong.6 MS Health HK,as a wholly-owned subsidiary of MS Health BVI,is a holding company with no business operations,which,in turn,wholly owns all of the equity interest of Zhejiang Xian Health.Zhejiang Xian wholly owns Hangzhou Xian.Zhejia

218、ng Xian Health or WFOE,as a wholly foreign-owned enterprise in China,was incorporated by MS Health HKon March 4,2024 under the laws of the PRC.Hangzhou Xian was incorporated in Hangzhou,Zhejiang province under the PRC laws on July 1,2015,currentlywith a registered capital of RMB 10.88 million.As of

219、December 2023,Shanghai Mountain&Sea held an 85%equity interest inHangzhou Xian,with Ms.Linman Xiong holding the remaining 15%equity interest.In January 2024,a 5%equity interest of Hangzhou Xian was transferred by Shanghai Mountain&Sea to Von KroneLimited,a limited company incorporated in Hong Kong.F

220、ollowing the transfer,Shanghai Mountain&Sea held 80%of theequity interest in Hangzhou Xian,Ms.Linman Xiong held 15%of the equity interest in Hangzhou Xian,and Von KroneLimited held 5%of the equity interest in Hangzhou Xian.In March 2024,Zhejiang Xian Health acquired all equity interests of Hangzhou

221、Xian,with a consideration of RMB23.60 million.As a result,Hangzhou Xian became a directly wholly-owned subsidiary of Zhejiang Xian Health.Our PRC Subsidiaries Our operations in China are primarily conducted by our PRC Subsidiaries.Below is a brief description of our PRCSubsidiaries:Zhejiang Xian Hea

222、lth or WFOE is a wholly-owned subsidiary of MS Health HK,incorporated in Zhejiang provinceunder PRC law on March 4,2024.Zhejiang Xian Health currently has a registered capital of RMB 10 million,primarilyengaged in health consultation services,excluding diagnostic and treatment services,remote health

223、 management,retail sale andwholesale of agricultural products.Hangzhou Xian was incorporated in Hangzhou,Zhejiang province under PRC law on July 1,2015,currently with aregistered capital of RMB 10.88 million.As of January 2024,Hangzhou Xian was 80%controlled by ShanghaiMountain&Sea Investment Group

224、Co.,Ltd.,or Shanghai Mountain&Sea,a related party controlled by our director and ChiefExecutive Officer,Mr.Xiong Xiong.Subsequently,all of the equity interest of Hangzhou Xian was transferred to ZhejiangXian Health in March 2024,with a consideration of RMB 23.60 million.After such transfer,Hangzhou

225、Xian became awholly-owned subsidiary of Zhejiang Xian Health,primarily engaged in health food,hotel accommodation and health camps,and health management business.Our current corporate structure does not contain any VIE structures in the PRC and neither we nor any of oursubsidiaries have any current

226、intention establishing any VIEs in the PRC in the future.As of the date of this prospectus,substantially all of our business is conducted by Hangzhou Xian.MS Health was incorporated in the Cayman Islands under the laws of the Cayman Islands as an exempted companywith limited liability.MS Healths aut

227、horized share capital is$50,000 divided into 475,350,000 Class A Ordinary Shares withpar value of$0.0001 each and 24,650,000 Class B Ordinary Shares with par value of$0.0001 each.Corporate Information Our principal executive offices are located at 7th Floor,Wenxin Library Building,No.413 Gudun Road,

228、Xihu District,Hangzhou City,Zhejiang Province,China 310012.Our telephone number at this address is+86 0571-86793702.Our agent forservice of process in the United States is Cogency Global Inc.,located at 122 East 42nd Street,18th Floor,New York,NY10168.Investors should contact us for any inquiries th

229、rough the address and telephone number of our principal executiveoffices.7 Corporate Structure The following diagram illustrates our corporate structure,including our principal subsidiaries as of the date of thisprospectus:*The investors are purchasing securities of MS Health.*The business operation

230、s are primarily conducted through Zhejiang Xian Health and Hangzhou Xian.Permission Required from the PRC Authorities for Our Operations and Offering As of the date of this prospectus,except for the approval for the CSRC filing,we believe that our PRC Subsidiarieshave received from PRC government au

231、thorities all permits,licenses,permissions or approvals required to operate their currentbusinesses in China or to conduct overseas securities offerings or listings,including this offering.We conduct our business primarily through our PRC Subsidiaries.Our operations in China are governed by PRC laws

232、and regulations.After consulting with our PRC legal counsel,Beijing Yong Xing Law Firm,as of the date of this prospectus,based on PRC laws and regulations currently in force,we believe that our PRC Subsidiaries have received the requisite licensesand permits from the relevant PRC government authorit

233、ies that are necessary for the businesses currently conducted in China,i.e.,the business license of each of our PRC Subsidiaries from competent PRC authorities.We and our PRC subsidiaries havenot been denied any permission or approval by any PRC authority with respect to the operation of our busines

234、s as of the date ofthis prospectus.However,we cannot assure you that we will not be subject to liabilities,penalties or operational disruption inthe future due to the lack of such approvals or permits.For more detailed information,see“Risk FactorsRisks Relating toOur Business and IndustryAny lack of

235、 requisite approvals,licenses or permits applicable to our health management servicesbusiness may have a material and adverse effect on our business,financial condition,results of operations and prospects”beginning on page 25 of this prospectus.In recent years,the PRC government initiated a series o

236、f regulatory actions and made a number of public statementson the regulation of business operations in China,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companies listed overseas,adopting new measures to extend the scope ofcybersecuri

237、ty reviews,and expanding efforts in anti-monopoly enforcement.Among other things,the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors(the“M&A Rules”)and the Anti-Monopoly Law of the Peoples Republic of China promulgated by the SCNPC which becameeffective in 2008(“

238、Anti-Monopoly Law”),established additional procedures and requirements that could make merger andacquisition activities by foreign investors more time-consuming and complex.Such regulation requires,among other things,that the Ministry of Commerce of the Peoples Republic of China(the“MOFCOM”)be notif

239、ied in advance of any change-of-control transaction in which a foreign investor acquires control of a PRC domestic enterprise or a foreign company withsubstantial PRC operations,if certain thresholds under the Provisions of the State Council on the Standard for Declaration ofConcentration of Busines

240、s Operators,issued by the State Council in 2008,are triggered.Moreover,the Anti-Monopoly Lawrequires that transactions which involve the national security,the examination on the national security shall also be conductedaccording to the relevant provisions of the Measures for the Safety Examination o

241、f Foreign Investment.In addition,the PRCMeasures for the Security Review of Foreign Investment which became effective in January 2021 require acquisitions byforeign investors of PRC companies engaged in military-related or certain other industries that are crucial to national securitybe subject to s

242、ecurity review before consummation of any such acquisition.8 On July 6,2021,the relevant PRC government authorities made public the Opinions on Strictly Cracking Down onIllegal Securities Activities in Accordance with the Law(the“Opinions”).These opinions emphasized the need to strengthenthe adminis

243、tration over illegal securities activities and the supervision on overseas listings by China-based companies andproposed to take effective measures,such as promoting the construction of relevant regulatory systems to deal with the risksand incidents faced by China-based overseas-listed companies.Pur

244、suant to the Opinions,Chinese regulators are required toaccelerate rulemaking related to the overseas issuance and listing of securities,and update the existing laws and regulationsrelated to data security,cross-border data flow,and management of confidential information.Numerous regulations,guideli

245、nesand other measures are expected to be adopted under the umbrella of or in addition to the Cybersecurity Law of the PRC(the“Cybersecurity Law”)and the Data Security Law.As of the date of this prospectus,As of the date of this prospectus,officialguidance and relevant factual rules are being promulg

246、ated and issued,but some of the provisions are at the stage ofconsultation drafts,and specific interpretations are still pending further clarification.See“Risk Factors Risks Related toDoing Business in the PRC Uncertainties with respect to the PRC legal system,including uncertainties regarding thepr

247、omulgation,interpretation and enforcement of laws and that rules and regulations in China can change quickly with littleadvance notice,could adversely affect us and result in fewer legal protections available to you and us”on page 33,and“RiskFactors Risks Related to Doing Business in the PRC We are

248、subject to complex and evolving PRC laws and regulationsregarding cybersecurity and data privacy and may be subject to enhanced cybersecurity review or other pre-approvalrequirement from the CAC to conduct our proposed listing.Any failure to comply with applicable laws and requirements couldhave a m

249、aterial and adverse effect on our business and this offering”beginning on page 37,of this prospectus.On December 28,2021,the Cybersecurity Review Measures(2021 version),which were promulgated and becameeffective on February 15,2022,provide that any“online platform operators”possessing personal infor

250、mation of more than onemillion users which seeks to list in a foreign stock exchange should be subject to cybersecurity review.The CybersecurityReview Measures(2021 version),further list the factors to be considered when assessing the national security risks of therelevant activities,including,among

251、 others,(i)the risk of core data,important data or a large amount of personal informationbeing stolen,leaked,destroyed,and illegally used or exited the country;and(ii)the risk of critical information infrastructure,core data,important data or a large amount of personal information being affected,con

252、trolled,or maliciously used by foreigngovernments after listing abroad.The CAC requires that under the new rules,companies possessing personal information ofmore than one million users must now apply for cybersecurity approval when seeking listings in other nations because of therisk that such data

253、and personal information could be“affected,controlled,and maliciously exploited by foreign governments.”The cybersecurity review will also look into the potential national security risks from overseas IPOs.See“Risk Factors Risks Related to Doing Business in the PRC Uncertainties with respect to the

254、PRC legal system,including uncertaintiesregarding the promulgation,interpretation and enforcement of laws and that rules and regulations in China can change quicklywith little advance notice,could adversely affect us and result in fewer legal protections available to you and us”on page 33,and“Risk F

255、actors Risks Related to Doing Business in the PRC We are subject to complex and evolving PRC laws andregulations regarding cybersecurity and data privacy and may be subject to enhanced cybersecurity review or other pre-approval requirement from the CAC to conduct our proposed listing.Any failure to

256、comply with applicable laws andrequirements could have a material and adverse effect on our business and this offering”beginning on page 37,of thisprospectus.As advised by our PRC legal counsel,Beijing Yongxing Law Firm,as of the date of this prospectus,we have notengaged in any monopolistic behavio

257、r and our business does not control more than one million users personal information,implicate cybersecurity,or involve any other type of restricted industry.As advised by our PRC legal counsel,BeijingYongxing Law Firm,as of the date of this prospectus,we are not required to declare a cybersecurity

258、review with the CAC,according to the Measures for Cybersecurity Review,since we are not an online platform operator carrying out data processingactivities that affect or may affect national security,do not have over one million users personal information and do notanticipate that we will be collecti

259、ng over one million users personal information in the foreseeable future,which weunderstand might otherwise subject us to the Measures for Cybersecurity Review.As of the date of this prospectus,we have notreceived any notice from any authorities identifying us as CIIOs or requiring us to undergo a c

260、ybersecurity review or networkdata security review by the CAC.However,as uncertainties remain regarding the interpretation and implementation of theselaws and regulations,we cannot ensure you that we or our PRC Subsidiaries will be able to comply with such regulations in allrespects,and we or our PR

261、C Subsidiaries may be ordered to rectify or terminate any actions that are deemed illegal byregulatory authorities.In addition,new laws and regulations may be enforced from time to time to require additional approvalon data security or anti-monopoly.If we are not able to obtain such approvals,we cou

262、ld be subject to potential impact on ourdaily business operations or our ability to accept foreign investments and list on a U.S.stock exchange.On February 17,2023,the CSRC released the New Overseas Listing Rules,which came into effect on March 31,2023.The New Overseas Listing Rules apply to oversea

263、s securities offerings and/or listings conducted by(i)companiesincorporated in the PRC,or PRC domestic companies,directly and(ii)companies incorporated overseas with operationsprimarily in the PRC and valued on the basis of interests in PRC domestic companies,or indirect offerings.The New OverseasLi

264、sting Rules requires(1)the filings of the overseas offering and listing plan by the PRC domestic companies with the CSRCunder certain conditions,and(2)the filing of their underwriters with the CSRC under certain conditions and the submission ofan annual report to of such filed underwriters the CSRC

265、within the required timeline.The required filing scope is not limited tothe initial public offering,but also includes subsequent overseas securities offerings,single or multiple acquisition(s),shareswap,transfer of shares or other means to seek an overseas direct or indirect listing,a secondary list

266、ing or dual listing.On the same day,the CSRC also held a press conference for the release of the New Overseas Listing Rules and issuedthe Overseas Listing Notice.Under the Overseas Listing Notice,a company that(i)has already completed overseas listing or(ii)has already obtained the approval for the

267、offering or listing from overseas securities regulators or exchanges but has notcompleted such offering or listing before effective date of the New Overseas Listing Rules and also completes the offering orlisting before September 30,2023 will be considered as an existing listed company and is not re

268、quired to make any filing untilit conducts a new offering in the future.For the company that has already submitted offering and listing applications but not yetobtained the approvals from overseas securities regulators or exchanges shall choose to make its filing with the CSRC at areasonable time bu

269、t before the completion of the offering/listing.For the company that has already obtained CSRC approval,which was substituted by the filing requirements upon the effectiveness of the Trial Measures,for overseas listing or offeringcan continue its process during the valid term of the CSRC approval wi

270、thout additional filing and it shall make the CSRC filingpursuant to the New Overseas Listing Rules if it does not complete the offering or listing before the expiration of the originalapproval from CSRC.9 According to the New Overseas Listing Rules,we are required to submit the filing application t

271、o the CSRC withinthree business days after our submission of application for any overseas initial public offering and listing and complete thefiling procedure before our overseas initial public offering and listing.Based on the advice of our PRC counsel,BeijingYongxing Law Firm,as our PRC Subsidiari

272、es accounted for more than 50%of our consolidated revenues,profit,total assets ornet assets for the fiscal years ended June 30,2024 and 2023,and the key components of our operations are carried out in thePRC,this offering is considered an indirect offering and we are subject to the filing requiremen

273、ts under the Trial Measures,andthis offering and our listing on Nasdaq are therefore contingent on our completion of the filing procedures with the CSRC priorto our listing on Nasdaq.On April 2,2024,we submitted the filing materials to the CSRC.We have received comments fromthe CSRC and are in the c

274、ourse of addressing these comments accordingly.As of the date of this prospectus,we have notobtained the final confirmation from the CSRC regarding the completion of the filing process,and we cannot guarantee that thefiling will be completed in a timely manner or at all.We cannot assure you that we

275、will be able to complete such filing in atimely manner,to conduct this offering,to maintain the listing status of our securities,or to conduct any overseas securitiesofferings in the future.If a violation of the foregoing and related regulations occurs,the CSRC may order rectification,issuewarnings,

276、and impose a fine between RMB 1 million and RMB 10 million on our PRC Subsidiaries,which could adversely andmaterially affect our business operations and financial outlook,and significantly limit or completely hinder our ability to offeror continue to offer our Class A Ordinary Shares to investors a

277、nd could cause the value of our Class A Ordinary Shares tosignificantly decline or such shares to become worthless.See“Risks Related to Doing Business in the PRC Any failure totimely file with the China Securities Regulatory Commission,or the CSRC for this offering,or any actions by the PRCgovernmen

278、t to exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers in the future,could significantly limit or completely hinder our ability to offer or continue to offer our Class AOrdinary Shares to investors and could cause the value of o

279、ur Class A Ordinary Shares to significantly decline or becomeworthless”beginning on page 35.As of the date of this prospectus,these new laws and guidelines have not impacted theCompanys ability to conduct its business,accept foreign investments,or continue to list on a U.S.or other foreign exchange;

280、however,(i)we are required to file with the CSRC before the completion of this offering and may be required to obtainapproval from any other PRC governmental authorities;(ii)if we were required to file with the CSRC or obtain approval fromother PRC governmental authorities in the future but were fai

281、led to file or denied permission from the PRC authorities tofollow-up offering or transaction governed by the New Overseas Listing Rules and Overseas Listing Notice,our ability toconduct our business may be materially impacted,we will not be able to continue listing on any U.S.exchange,continue toof

282、fer securities to investors,the interest of the investors may be materially adversely affected and our Class A Ordinary Sharesmay significantly decrease in value or become worthless;and(iii)there are uncertainties in the interpretation and enforcementof these new laws and guidelines,which could mate

283、rially and adversely impact our business and financial outlook and mayimpact our ability to accept foreign investments or continue to list on a U.S.or other foreign exchange.The New Overseas Listing Rules may subject us to additional compliance requirement in the future,and we cannotassure you that

284、we will be able to get the clearance of filing procedures under the New Overseas Listing Rules on a timelybasis,or at all.Any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinderour ability to offer or continue to offer our Class A Ordinary Shar

285、es,cause significant disruption to our business operations,andseverely damage our reputation,which would materially and adversely affect our financial condition and results of operationsand cause our Class A Ordinary Shares to significantly decline in value or become worthless.On February 24,2023,th

286、e CSRC,together with other PRC government authorities,released the Provisions onStrengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing byDomestic Enterprises(the“Confidentiality and Archives Administration Provisions”),which came into ef

287、fect on March 31,2023.The Confidentiality and Archives Administration Provisions require,among others,that PRC domestic enterprisesseeking to offer and list securities in overseas markets,either directly or indirectly,shall establish the confidentiality andarchives system,and shall complete approval

288、 and filing procedures with competent authorities,if such PRC domesticenterprises or their overseas listing entities provide or publicly disclose documents or materials involving state secrets andwork secrets of PRC government agencies to relevant securities companies,securities service institutions

289、,overseas regulatoryagencies and other entities and individuals.It further stipulates that providing or publicly disclosing documents and materialswhich may adversely affect national security or public interests,and accounting files or copies of important preservation valueto the state and society s

290、hall be subject to corresponding procedures in accordance with relevant laws and regulations.10 We have been closely monitoring regulatory developments in China regarding any necessary approvals from theCSRC,the CAC or other PRC regulatory authorities required for our operations and overseas listing

291、s,including this offering.However,there remains significant uncertainty as to the enactment,interpretation and implementation of regulatoryrequirements related to overseas securities offerings and other capital markets activities.The PRC government may take actionsto exert more oversight and control

292、 over offerings by China-based issuers conducted overseas and/or foreign investment insuch companies,which could significantly limit or completely hinder our ability to offer or continue to offer securities toinvestors outside China and cause the value of our securities to significantly decline or b

293、ecome worthless.If it is determined inthe future that the approval or permissions of the CSRC,the CAC or any other regulatory authority is required for ouroperations through our PRC Subsidiaries and this offering and we or our PRC Subsidiaries do not receive or maintain theapprovals or permissions,o

294、r we or our PRC Subsidiaries inadvertently conclude that such approvals or permissions are notrequired,or applicable laws,regulations,or interpretations change such that we or our PRC Subsidiaries are required to obtainapprovals or permissions in the future,we and our PRC Subsidiaries may be subject

295、 to investigations by competent regulators,fines or penalties,ordered to suspend our PRC Subsidiaries relevant operations and rectify any non-compliance,limit ourability to pay dividends outside of mainland China,delay or restrict the repatriation of the proceeds from this offering intomainland Chin

296、a or take other actions prohibited from engaging in relevant business or conducting any offering,and these riskscould result in a material adverse change in our operations,significantly limit or completely hinder our ability to offer orcontinue to offer securities to investors,or cause such securiti

297、es to significantly decline in value or become worthless.See“Risk Factors Risks Related to Doing Business in the PRC Uncertainties with respect to the PRC legal system,includinguncertainties regarding the promulgation,interpretation and enforcement of laws and that rules and regulations in China can

298、change quickly with little advance notice,could adversely affect us and result in fewer legal protections available to you andus”on page 33,“Risk Factors Risks Related to Doing Business in the PRC Chinese government may intervene orinfluence our operations in accordance with laws and regulations,or

299、may exert more control over offerings conducted overseasand/or foreign investment in China-based issuers,which could result in a material change in our operations and/or the value ofour shares”on page 33,and“Risk Factors Risks Related to Doing Business in the PRCWe are subject to complex andevolving

300、 PRC laws and regulations regarding cybersecurity and data privacy and may be subject to enhanced cybersecurityreview or other pre-approval requirement from the CAC to conduct our proposed listing.Any failure to comply with applicablelaws and requirements could have a material and adverse effect on

301、our business and this offering”beginning on page 37,of thisprospectus.Cash Transfers and Dividend Distributions As of the date of this prospectus,our Cayman Islands holding company,or MS Health,has not declared or paiddividends,made distributions,or transferred assets to its subsidiaries in the past

302、,nor have any dividends,distributions or assettransfers been made by any our PRC Subsidiaries to MS Health BVI,MS Health HK or the Cayman Islands holding company.For the years ended June 30,2024 and 2023,there was no cash transfer among our Cayman Islands holding company,MSHealth BVI,MS Health HK an

303、d our PRC Subsidiaries.Our Board has complete discretion on whether to distribute dividends,subject to applicable laws.U.S.investors willnot be subject to Cayman Islands taxation on dividend distributions,and no withholding will be required on the payment ofdividends or distributions to them while t

304、hey may be subject to U.S.federal income tax.Our Cayman Islands holding companymay be classified as a“resident enterprise”of China.This classification could result in unfavorable tax consequences to us andour non-PRC shareholders and dividends paid by us may be subject to PRC withholding tax.See“Tax

305、ation United StatesFederal Income Tax Considerations Taxation of Dividends and Other Distributions on Our Class A Ordinary Shares.”Wedo not have any current plan to declare or pay any cash dividends on our ordinary shares in the foreseeable future after thisoffering.See“Risk Factors Risks related to

306、 the Class A Ordinary Shares and This Offering We currently do not expect topay dividends for the foreseeable future after the offering and you must rely on price appreciation of our Class A OrdinaryShares for return on your investment.”beginning on page 49 of this prospectus.11 Subject to certain c

307、ontractual,legal,and regulatory restrictions,cash and capital contributions may be transferredamong our Cayman Islands holding company,MS Health BVI,MS Health HK and our PRC Subsidiaries.If needed,ourCayman Islands holding company can transfer cash to MS Health BVI,MS Health HK and PRC Subsidiaries

308、through loansand/or capital contributions,and MS Health BVI,MS Health HK and PRC Subsidiaries can transfer cash to our CaymanIslands holding company through loans and/or issuing dividends or other distributions.There are currently no restrictions ontransferring funds between our Cayman Islands holdi

309、ng company,MS Health BVI and MS Health HK.There are limitations onthe ability to transfer cash between the Cayman Islands holding company,MS Health BVI,MS Health HK,on the one hand,and the PRC Subsidiaries,on the other hand.Cash transfers from the Cayman Islands holding company,MS Health BVI,orMS He

310、alth HK to the PRC Subsidiaries are subject to the applicable PRC laws and regulations on loans and direct investment.See“Risk Factors Risks Related to Doing Business in the PRC PRC regulation of loans to and direct investment in PRCentities by offshore holding companies and governmental control of

311、currency conversion may restrict or delay us from usingthe proceeds of this offering to provide capital support to our PRC subsidiaries,which could adversely affect our liquidity andour ability to fund and expand our business.”beginning on page 39 of this prospectus.If any of the PRC Subsidiaries in

312、cursdebt on their own behalf in the future,the instruments governing such debt may restrict their ability to pay dividends to us.Dividends from the PRC Subsidiaries to the Cayman Islands holding company,MS Health BVI and MS Health HK are subjectto the current PRC regulations,which permit the PRC Sub

313、sidiaries to pay dividends to their shareholders only out of theiraccumulated profits,if any,determined in accordance with PRC accounting standards and regulations.Cash transfers from thePRC Subsidiaries to the Cayman Islands holding company,MS Health BVI and MS Health HK are subject to the restrict

314、ionson the remittance of Renminbi into and out of China and governmental control of currency conversion.Additionally,to theextent cash or assets in the business is in China or a Chinese operating entity,the funds or assets may not be available to fundoperations or for other use outside of China due

315、to interventions in or the imposition of restrictions and limitations on theability of our Company or the Operating Entities by the PRC government to transfer cash or assets.See“Risk Factors RisksRelated to Doing Business in the PRC We may rely on dividends and other distributions on equity paid by

316、our PRCSubsidiaries to fund any cash and financing requirements we may have,and any limitation on the ability of our PRCSubsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.”beginning on page 38 of this prospectus.See also“Risk Factors R

317、isks Related to Doing Business in the PRC Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value ofyour investment”on page 40 of this prospectus.As of the date of this prospectus,we have not maintained any cash management policies t

318、hat dictate the purpose,amount,and procedure of fund transfers among our Cayman Islands holding company,our subsidiaries,or investors.Rather,the funds can be transferred in accordance with the applicable laws and regulations.Implication of the Holding Foreign Companies Accountable Act The Holding Fo

319、reign Companies Accountable Act,or the HFCAA,was enacted on December 18,2020,and wasamended by the Consolidated Appropriations Act,2023 enacted on December 29,2022.The amended HFCAA states if theSEC determines that we have filed audit reports issued by a registered public accounting firm that has no

320、t been subject toinspection by the PCAOB for two consecutive years,the SEC shall prohibit our Class A Ordinary Shares from being traded ona national securities exchange or in the over-the-counter trading market in the United States.The Consolidated AppropriationsAct,2023 reduced the number of consec

321、utive non-inspection years required for triggering the prohibitions under the HFCAAfrom three years to two years.The PCAOB issued a Determination Report on December 16,2021(the“Determination Report”)which found that the PCAOB was unable to inspect or investigate completely registered public accounti

322、ng firms headquarteredin mainland China and Hong Kong because of a position taken by one or more authorities in those jurisdictions.Furthermore,the Determination Report identified the specific registered public accounting firms which are subject to these determinations(“PCAOB Identified Firms”).Our

323、auditor,Audit Alliance LLP,the independent registered public accounting firm that issuesthe audit report included elsewhere in this prospectus,as an auditor of companies that are traded publicly in the United Statesand a firm registered with the PCAOB,is subject to laws in the U.S.pursuant to which

324、the PCAOB conducts regularinspections to assess its compliance with the applicable professional standards.Audit Alliance LLP is headquartered inSingapore,and,as of the date of this prospectus,was not included in the list of PCAOB Identified Firms in the DeterminationReport.On December 15,2022,the PC

325、AOB issued a report that vacated its December 16,2021,determination and removedmainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registeredpublic accounting firms.12 Each year,the PCAOB will determine whether it can inspect and invest

326、igate audit firms in mainland China and HongKong,among other jurisdictions.If the PCAOB determines in the future that it no longer has full access to inspect andinvestigate accounting firms in mainland China and Hong Kong and we use an accounting firm headquartered in one of thesejurisdictions to is

327、sue an audit report on our financial statements filed with the SEC,we would be identified as a“Commission-Identified Issuer”following the filing of the annual report on Form 20-F for the relevant fiscal year.There can be no assurancethat we would not be identified as a“Commission-Identified Issuer”f

328、or any future fiscal year,and if we were so identified fortwo consecutive years,we would become subject to the prohibition on trading under the HFCAA.The delisting of our Class AOrdinary Shares,or the threat of their being delisted,may materially and adversely affect the value of your investment.The

329、serisks could result in a material adverse change in our operations and the value of our Class A Ordinary Shares,significantlylimit or completely hinder our ability to offer or continue to offer securities to investors or cause the value of such securities tosignificantly decline or become worthless

330、.For more details,see“Risk Factors Risks Related to Our Class A Ordinary Sharesand This Offering Our Class A Ordinary Shares will be prohibited from trading in the United States under the HoldingForeign Companies Accountable Act,or the HFCAA,if it is later determined that the PCAOB is unable to insp

331、ect andinvestigate completely our auditor.The delisting of and prohibition from trading our Class A Ordinary Shares,or the threat oftheir being delisted and prohibited from trading,may cause the value of our Class A Ordinary Shares to significantly decline orbe worthless”beginning on page 46 of this

332、 prospectus.Implications of Being an Emerging Growth Company As a company with less than$1.235 billion in revenue for our last fiscal year,we qualify as an“emerging growthcompany”pursuant to the Jumpstart Our Business Startups Act of 2012,or the JOBS Act.An emerging growth company maytake advantage

333、of specified reduced reporting and other requirements compared to those that are otherwise applicable generallyto public companies.These provisions include exemption from the auditor attestation requirement under Section 404 of theSarbanes-Oxley Act of 2002 in the assessment of the emerging growth companys internal control over financial reporting.TheJOBS Act also provides that an emerging growth