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1、F-1/A 1 ea0207717-06.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on December 13,2024.Registration No.333-276180UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_AMENDMENT NO.5TOFORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_3 E

2、NETWORK TECHNOLOGY GROUP LIMITED(Exact name of registrant as specified in its charter)_British Virgin Islands 7371 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)B046 of Room 801,11 S

3、ixing StreetHuangge Town,Nansha DistrictGuangzhou,Guangdong Province,PRCTel:+86-020-343-29249(Address,including zipcode,andtelephone number,includingareacode,ofregistrantsprincipalexecutiveoffices)_Cogency Global Inc.122 East 42nd Street,18th FloorNewYork,NY10168(Name,address,including zip code,and

4、telephone number,including area code,ofagent for service)_With a Copy to:Richard J.Chang,Esq.Gunderson Dettmer Stough VilleneuveFranklin&Hachigian,LLPSuite 2202,Building C,YintaiCenter#2 Jianguomenwai Ave.Chaoyang DistrictBeijing,P.R.China 100022+86 10 5680 3888 Benjamin Tan,Esq.Sichenzia Ross Feren

5、ce Carmel LLP1185 Avenue of the Americas,31stFloor,NewYork,NY10036Tel:212-930-9700_Approximate date of commencement of proposed sale to the public:Promptly after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on adelayed or

6、continuous basis pursuant to Rule415 under the Securities Actof1933check the following box:If this Form is filed to register additional securities for an offering pursuantto Rule462(b)under the Securities Act,please check the following box and list theSecurities Act registration statement number of

7、the earlier effective registrationstatement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(c)underthe Securities Act,check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the sa

8、meoffering.If this Form is a post-effective amendment filed pursuant to Rule462(d)underthe Securities Act,check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the sameoffering.Indicate by check mark whether the registran

9、t is an emerging growth company asdefined in Rule405 of the Securities Actof1933.Emerging growth companyIf an emerging growth company that prepares its financial statements inaccordance with U.S.GAAP,indicate by check mark if the registrant has elected notto use the extended transition period for co

10、mplying with any new or revised financialaccounting standards provided pursuant to Section 7(a)(2)(B)of the SecuritiesActThe Registrant hereby amends this registration statement on such dateor dates as may be necessary to delay its effective date until theRegistrant shall file a further amendment wh

11、ich specifically states thatthis registration statement shall thereafter become effective in accordancewith Section 8(a)of the Securities Act of 1933,as amended,or untilthe registration statement shall become effective on such date as theSecurities and Exchange Commission,acting pursuant to such Sec

12、tion8(a),may determine.Table of ContentsThe information in this prospectus is not complete and may be changed.We may notsell the securities until the registration statement filed with the Securities andExchange Commission is effective.This preliminary prospectus is not an offer to sellthese securiti

13、es and we are not soliciting any offer to buy these securities in anyjurisdiction where such offer or sale is not permitted.Preliminary Prospectus SUBJECT TO COMPLETION,DATED DECEMBER 13,20243 E NETWORK TECHNOLOGY GROUP LIMITED1,200,000 Class A Ordinary SharesThis is a firm commitment initial public

14、 offering of 1,200,000 class A ordinaryshares of 3 E Network Technology Group Limited(the“Company”or“3e Network”,“we”,“us”),par value$0.0001 per share(each,a“Class A Ordinary Share”,collectively,“Class A Ordinary Shares”).The estimated initial public offeringprice for the Class A Ordinary Shares in

15、the offering is expected to be between$4.00and$6.00 per Class A Ordinary Share.No public market currently exists for our Class A Ordinary Shares.We intend tolist the Class A Ordinary Shares on the Nasdaq Capital Market under thesymbol“MASK”.This offering is contingent upon the final approval from Na

16、sdaq forour listing on Nasdaq Capital Market.We will not proceed to consummate this offeringif Nasdaq denies our listing.There is no guarantee or assurance that our Class AOrdinary Shares will be approved for listing on Nasdaq Capital Market or that theoffering will be closed.We are a holding compan

17、y incorporated in the British Virgin Islands(“BVI”).Asa holding company,our operations are conducted by our indirect wholly-ownedsubsidiaries based in the Peoples Republic of China(“PRC”or“China”),Guangzhou 3e Network Technology Company Limited(the“Guangzhou Sanyi Network”)andGuangzhou 3E Network Te

18、chnology Company Limited(the“Guangzhou 3E Network”),whichwe maintain 100%ownership via our wholly-owned subsidiary based in HongKong,3eNetwork Technology Company Limited(the“HK 3e Network”).This is an offering ofthe Class A Ordinary Shares of 3e Network,the holding company incorporated in BVI,instea

19、d of shares of our operating entities in mainland China,Guangzhou SanyiNetwork and Guangzhou 3E Network,or our subsidiary in HongKong,HK 3e Network.Ourcorporate structure may involve unique risks to investors.Our corporate structuremay not be enforceable in the PRC,if PRC government authorities or c

20、ourts take aview that such corporate structure contravenes PRC laws and regulations or isotherwise not enforceable for public policy reasons.In addition,the Chinesegovernmental authorities may take a different view than us about our corporatestructure because of the promulgation of new laws or regul

21、ations,or the newinterpretation of existing laws and regulations.In the event PRC governmentauthorities disallow our current corporate structure,we will be unable to exerteffective control over Guangzhou Sanyi Network,Guangzhou 3E Network or HK 3e Networkand there will be a material change in our op

22、erations and/or a material change in thevalue of Class A Ordinary Shares we are registering for sale.Such an event couldsignificantly affect our ability to offer or continue to offer securities toinvestors,and as a result,our Class A Ordinary Shares may decline significantly invalue or become worthl

23、ess.See more details under“Risk FactorsRisks Related toDoing Business in ChinaBecause substantially all of our operations are in China,we face risks arising from the legal system in China,including risks anduncertainties regarding the enforcement of laws and that rules and regulations inChina can ch

24、ange quickly with little advance notice.The PRC government may exerciseoversight and discretion over the conduct of our business or may intervene orinfluence our operations at any time,and our operations may be affected by evolvingregulatory policies,all of which could result in a material change in

25、 our operationsor the value of our securities,significantly limit or completely hinder our abilityto offer or continue to offer securities to investors,or cause the value of oursecurities to significantly decline or become worthless.”on page 36 of thisprospectus and detailed discussion of legal unce

26、rtainties and jurisdictional limitsin China under“Risk FactorsRisks Related to Doing Business in ChinaWeare subject to the laws and regulations of the PRC,which can change quickly withlittle advance notice and differ in material aspects from the laws of theUnitedStates.”on page 38 of this prospectus

27、.We face various legal and operational risks associated with having substantiallyall of our operations in China.We face risks arising from the legal system in China,including risks and uncertainties regarding the enforcement of laws and that rulesand regulations in China can change quickly with litt

28、le advance notice.The PRCgovernment has significant authority to exert influence on the ability of a China-based company,like us,to conduct its business,accept foreign investments or liston a U.S.stock exchange.As discussed below and elsewhere,recently,the PRCgovernment Table of Contentshas indicate

29、d an intent to exert more oversight and control over offerings that areconducted overseas and/or foreign investment in China-based issuers.For example,weface risks associated with regulatory approvals of offshore offerings,anti-monopolyregulatory actions,cybersecurity and data privacy,as well as the

30、 lack of inspectionfrom the Public Company Accounting Oversight Board(the“PCAOB”).The PRC governmentmay also intervene with or influence our operations as the government deemsappropriate to further regulatory,political and societal goals.Any such action withadverse effect,once taken by the PRC gover

31、nment,could result in a material changein our operations or the value of our securities,significantly limit or completelyhinder our ability to offer or continue to offer securities to investors,or causethe value of our securities to significantly decline or become worthless.See moredetails under“Ris

32、k Factors Risks Related to Doing Business in China Becausesubstantially all of our operations are in China,we face risks arising from thelegal system in China,including risks and uncertainties regarding the enforcement oflaws and that rules and regulations in China can change quickly with little adv

33、ancenotice.The PRC government may exercise oversight and discretion over the conduct ofour business or may intervene or influence our operations at any time,and ouroperations may be affected by evolving regulatory policies,all of which could resultin a material change in our operations or the value

34、of our securities,significantlylimit or completely hinder our ability to offer or continue to offer securities toinvestors,or cause the value of our securities to significantly decline or becomeworthless.”on page 36 of this prospectus,“Risk Factor Risks Related to DoingBusiness in China The PRC gove

35、rnment has significant authority to exert influenceon our operations in mainland China.Mainland Chinas economic,political and socialconditions,as well as changes in any government policies,laws and regulations maybe quick and,could have a material adverse effect on our business and the value ofour C

36、lass A Ordinary Shares.”on page 40 of this prospectus,and under“Risk Factor Risks Related to Doing Business in China We are subject to the laws andregulations of the PRC,which can change quickly with little advance notice anddiffer in material aspects from the laws of the United States”on page 38 of

37、 thisprospectus.The operational risks associated with being based in and having operations inChina also apply to operations in Hong Kong.With respect to the legal risksassociated with being based in and having operations in China,the laws,regulationsand discretion of the governmental authorities in

38、China discussed in this prospectusare expected to apply to entities and businesses in mainland China,rather than toentities or businesses in Hong Kong which operate under different sets of laws fromthose of mainland China.Recent statements by the PRC government have indicated an intent to exert more

39、oversight over offerings that are conducted overseas and/or foreign investments inChina-based issuers.The PRC government recently initiated a series of regulatoryactions and made a number of public statements on the regulation of businessoperations in China,including cracking down on illegal activit

40、ies in the securitiesmarket,enhancing supervision over China-based companies listed overseas using avariable interest entity(VIE)structure,adopting new measures to extend the scopeof cybersecurity reviews,and expanding efforts in anti-monopoly enforcement.OnFebruary17,2023,the China Securities Regul

41、atory Commission(the“CSRC”)issuedthe Trial Administrative Measures of Overseas Securities Offering and Listing byDomestic Companies(the“Trial Administrative Measures”)and relevant supportingguidelines(collectively,the“New Administrative Rules Regarding OverseasListings”),which came into force since

42、March 31,2023.According to the NewAdministrative Rules Regarding Overseas Listings,among other things,a domesticcompany in the PRC that seeks to offer and list securities in overseas markets,bothdirectly and indirectly,shall fulfill the filing procedure with the CSRC as perrequirement of the Trial A

43、dministrative Measures.Where a domestic company seeks todirectly offer and list securities in overseas markets,the issuer shall file withthe CSRC.Where a domestic company seeks to indirectly offer and list securities inoverseas markets,the issuer shall designate a major domestic operating entity,whi

44、chshall,as the domestic responsible entity,file with the CSRC.Initial publicofferings or listings in overseas markets shall be filed with the CSRC within threeworking days after the relevant application is submitted overseas.If an issueroffers securities in the same overseas market where it has prev

45、iously offered andlisted securities subsequently,filings shall be made with the CSRC within threeworkingdays after the offering is completed.Upon occurrence of any material event,such as change of control,investigations or sanctions imposed by overseas securitiesregulatory agencies or other relevant

46、 competent authorities,change of listing statusor transfer of listing segment,or voluntary or mandatory delisting,after an issuerhas offered and listed securities in an overseas market,the issuer shall submit areport thereof to the CSRC within three workingdays after the occurrence and publicdisclos

47、ure of such event.We believe that we are required to complete filingprocedures with the CSRC pursuant to the Trial Administrative Measures.We submittedthe initial filing documents to the CSRC on October 9,2023,and the CSRC publishedthe notification on our completion of the required filing procedures

48、 on January 2,2024 for this offering.Since the New Administrative Rules Regarding OverseasListings are newly promulgated,and the interpretation and implementation thereof issubject to change,if the filing procedure with the CSRC under the TrialAdministrative Measures is required for any future offer

49、ings or any other capitalraising activities,we cannot assure that we will be able to complete the relevantfilings in a timely manner or fulfil all the regulatory requirements thereunder.OnFebruary 24,2023,the CSRC promulgated the Provisions on StrengtheningConfidentiality and Archives Administration

50、 of Overseas Securities Offering andListing by Domestic Companies(the“Archives Rules”),which also became effective onMarch 31,2023.The Archives Rules set out rules,requirements and proceduresrelating to provision of documents,materials and accounting archives for securitiescompanies Table of Content

51、sand securities service providers to overseas regulatory agencies and other entitiesand individuals in connection with overseas offering and listing,including withoutlimitation to,domestic companies that carry out overseas offering and listing(either in direct or indirect means)and the securities co

52、mpanies and securitiesservice providers(either incorporated domestically or overseas)that undertakerelevant businesses shall not leak any state secret and working secret of governmentagencies to overseas entities or engage in conducts that may harm national securityand public interest.If a company s

53、eeking overseas listing plan to,either directlyor through its overseas listed entity,publicly disclose or provide any documents andmaterials that contain state secrets or working secrets of government agencies toothers,it shall report the relevant information to the local state secrecyregulatory age

54、ncies,and obtain approval from the relevant authorities according tolaw before disclosure.Working papers produced in the Chinese mainland by securitiescompanies and securities service providers in the process of providing correspondingservices related to overseas offering and listing by domestic com

55、panies shall beretained in the Chinese mainland.Where such documents need to be transferred ortransmitted to outside the Chinese mainland,relevant approval procedures stipulatedby such regulations shall be followed.While we believe we have not engaged inleaking any state secret and working secret of

56、 government agencies,or in conductthat may harm national security and public interest in connection with provision ofdocuments,materials and accounting records in connection with the offering,there isuncertainty how the new provisions will be interpreted and implemented in the future,and we may be r

57、equired to perform additional procedures in connection with theprovision of accounting and other records under the Archives Rules.Any failure of usto fully comply with new regulatory requirements may significantly affect our abilityto offer or continue to offer our Class A Ordinary Shares,cause disr

58、uption to ourbusiness operations,damage our reputation,materially and adversely affect ourfinancial condition and results of operations and cause our Class A Ordinary Sharesto significantly decline in value or become worthless.See“Risk FactorRisksRelated to Doing Business in ChinaWith the promulgati

59、on of the new filing-basedadministrative rules for overseas offering and listing by domestic companies inChina,the PRC government may exert more oversight over overseas public offeringsconducted by China-based issuers,which could significantly affect our ability tooffer or continue to offer our Clas

60、s A Ordinary Shares to investors and could causethe value of our Class A Ordinary Shares to significantly decline or becomeworthless.”on page 39 of this prospectus.On December28,2021,the Measures for Cybersecurity Review was promulgated bythe Cyberspace Administration of China(the“CAC”)and became ef

61、fective onFebruary15,2022,which provides that any“online platform operators”controllingpersonal information of more than one million users should be subject to acybersecurity review before seeking listing on a foreign stock exchange.We cannotassure you that we will not be deemed as the“online platfo

62、rm operators”asmentioned above,even though we do not believe that we are directly subject to theseregulatory actions or statements,as our business does not rely on the collection ofuser data,implicate cybersecurity,or involve any other type of restricted industry.There is no assurance as to how the

63、Measures will be enforced by the relevantauthorities,or what existing or new laws or regulations or detailed implementationrules and interpretations will be modified or promulgated,if any,or the potentialimpact such modified or new laws and regulations will have on our daily businessoperations or ou

64、r ability to accept foreign investments and be listed on aU.S.exchange.If the CAC or other regulatory agencies later promulgate new rules orexplanations requiring that we obtain their approvals for this offering and anyfollow-on offering,we may be unable to obtain such approvals which couldsignifica

65、ntly affect our ability to offer or continue to offer securities to ourinvestors on a U.S.or any other foreign exchange.The CAC or other PRC regulatoryagencies may also take actions requiring us,or making it advisable for us,to haltthis offering before the settlement and delivery of the Class A Ordi

66、nary Shares thatwe are offering.Consequently,if you engage in market trading or other activities inanticipation of and prior to the settlement and delivery of the Class A OrdinaryShares we are offering,you would be doing so at the risk that the settlement anddelivery may not occur.Any uncertainties

67、or negative publicity regarding suchapproval requirements could have a material effect on our ability to complete thisoffering or any follow-on offering of our securities or the market for and marketprice of our Class A Ordinary Shares.Please see“Risk FactorRisks Related toDoing Business in ChinaRec

68、ent greater oversight by the CAC over data security,particularly for companies seeking to list on a foreign exchange,could impact ourbusiness and our proposed offering.”on page 41 of this prospectus.Our Class A Ordinary Shares may be prohibited to trade on a national exchange or“over-the-counter”mar

69、kets under the Holding Foreign Companies Accountable Act(the“HFCA Act”)and the Accelerating Holding Foreign Companies Accountable Act(the“AHFCAA”)if the PCAOB is unable to inspect our auditors for two consecutiveyears.Under the HFCA Act,which became law on December 18,2020,if the public companiestha

70、t have retained a registered public accounting firm to issue an audit report that(1)is located in a foreign jurisdiction,and(2)the PCAOB has determined that it isunable to inspect or investigate completely because of a position taken by anauthority in the foreign jurisdiction for three consecutive y

71、ears,will be prohibitedfrom trading on a national securities exchange or in the over-the-counter market bythe SEC.Furthermore,on June22,2021,the U.S.Senate passed the AHFCAA,whichamended the HFCA Act and requires the SEC to prohibit an issuers securities fromtrading on any U.S.stock exchanges if its

72、 auditor is not subject to PCAOBinspections for two consecutiveyears instead of three consecutiveyears.Pursuantto the HFCA Act,the PCAOB issued a Determination Report on December16,2021(the“Determination Report”)which found that the PCAOB is unable to inspect orinvestigate completely registered publ

73、ic accounting firms headquartered in:(1)mainland China,and Table of Contents(2)HongKong.On August26,2022,a Statement of Protocol was signed by the PCAOB,the CSRC and the Ministry of Finance of the PRC(the“MOF”)governing inspectionsand investigations of audit firms based in mainland China and Hong Ko

74、ng(the“Statement of Protocol”).Pursuant to the Statement of Protocol,the PCAOB conductedinspections on select registered public accounting firms subject to the DeterminationReport in HongKong between September and November2022.On December15,2022,thePCAOB board announced that it has completed the ins

75、pections,determined that it hadcomplete access to inspect or investigate completely registered public accountingfirms headquartered in mainland China and Hong Kong,and voted to vacate theDetermination Report.On December 29,2022,the Consolidated Appropriations Act,2023(the“CAA”)was signed into law by

76、 President Biden.The CAA contained,amongother things,an identical provision to the AHFCAA,which reduces the number ofconsecutive non-inspectionyears required for triggering the prohibitions under theHFCA Act from three years to two.Our registered public accounting firm,HTLInternational,LLC(“HTL”),is

77、 headquartered in Houston,Texas.HTL is subject toPCAOB inspections on a regular basis.HTL is not headquartered in mainland China orHongKong and was not identified in the Determination Report as a firm subject tothe PCAOBs determination.Notwithstanding the foregoing,in the future,if there isany regul

78、atory change or step taken by PRC regulatory agencies that does not permitHTL to provide audit workpapers to the PCAOB for inspection or investigation,or thePCAOB re-evaluates its determination as a result of any obstruction with theimplementation of the Statement of Protocol in the future,you may b

79、e deprived of thebenefits of such inspection which could result in limitation or restriction to ouraccess to the U.S.capital markets and trading of our securities on a nationalexchange or“over-the-counter”markets may be prohibited under the HFCA Act.See“Risk Factors Risks Related to This offering an

80、d Our Class A OrdinarySharesThe HFCA Act and the AHFCAA passed by the U.S.Senate,all call foradditional and more stringent criteria to be applied to emerging market companiesupon assessing the qualification of their auditors,especially the non-U.S.auditorswho are not inspected by the PCAOB.These dev

81、elopments could add uncertainties toour offering and listing on the Nasdaq Capital Market,and Nasdaq may determine todelist our securities if the PCAOB determines that it cannot inspect or fullyinvestigate our auditor.”on page 57 of this prospectus for more information.Neither 3e Network nor its sub

82、sidiaries have maintained cash management policieswhich dictate the purpose,amount and procedure of cash transfers between theentities.Each entity needs to comply with applicable laws or regulations withrespect to transfer of funds,dividends and distributions with other entities.As aholding company,

83、we may rely on transfer of funds,dividends and other distributionson equity paid by our subsidiaries for our cash and financing requirements.If any ofour subsidiaries incurs debt on its own behalf in the future,the instrumentsgoverning such debt may restrict their ability to pay dividends and our ca

84、sh andfinancing requirement may not be fully satisfied.As of the date of this prospectus,none of our subsidiaries have made anydividends or distributions to 3e Network,and no dividends or distributions have beenmade to any investors by 3e Network or any of its subsidiaries.We intend to keep anyfutur

85、e earnings to re-invest in and finance the expansion of the business of ourHongKong and PRC subsidiaries,and we do not anticipate that any cash dividendswill be paid in the foreseeable future to the U.S.investors immediately followingthe consummation of this offering.Under BVI law,a BVI company may

86、pay a dividend onits shares,provided that the directors of the company are satisfied on reasonablegrounds that immediately after the dividend the company will pass the solvency testset out in section 56 of the BVI Act.In order for us to pay dividends to ourshareholders,we will rely on the distributi

87、on of profits of the PRC and HongKongsubsidiaries to our BVI subsidiary,and then to 3e Network.PRC regulations currentlypermit the payment of dividends only out of accumulated profits,as determined inaccordance with accounting standards and PRC regulations.Although none of oursubsidiaries have made

88、any dividends or distributions to us as of the date of thisprospectus,the PRC subsidiaries may be subject to the applicable foreign currencycontrol in the event that the PRC subsidiaries were to remit foreign currencypayments out of mainland China in the future.In addition,the Enterprise Income Tax

89、Law and its implementation rules providethat a withholding tax at a rate of 10%will be applicable to dividends payable byChinese companies to non-PRC-resident enterprises unless reduced under treaties orarrangements between the PRC central government and the governments of othercountries or regions

90、where the non-PRC resident enterprises are tax resident.Pursuant to the tax agreement between mainland China and the Hong Kong SpecialAdministrative Region,the withholding tax rate in respect to the payment ofdividends by a PRC enterprise to a HongKong enterprise may be reduced to 5%from astandard r

91、ate of 10%.However,if the relevant tax authorities determine that ourtransactions or arrangements are for the primary purpose of enjoying a favorable taxtreatment,the relevant tax authorities may adjust the favorable withholding tax inthe future.Accordingly,there is no assurance that the reduced 5%w

92、ithholding ratewill apply to dividends received by HK 3e Network from Guangzhou Sanyi Network andGuangzhou 3E Network.This withholding tax will reduce the amount of dividends we mayreceive from Guangzhou Sanyi Network and Guangzhou 3E Network.Under the currentapplicable laws and regulations in relat

93、ion to taxation in Hong Kong,nowithstanding tax is levied in Hong Kong in respect of dividends paid by HK 3eNetwork to its shareholder(s).Any limitation on the ability of our Hong Kongsubsidiary to pay dividends or make other distributions to us could materially andadversely limit our ability to gro

94、w,make investments or acquisitions that could bebeneficial to our business,pay dividends,or otherwise fund and conduct ourbusiness.For more details on the relevant information for dividend payments Table of Contentsor distributions,see“Prospectus Summary Dividend Distributions or AssetsTransfer amon

95、g the Holding Company and Subsidiaries”on page 6 of this prospectus,and“Risk FactorsRisks Related to Doing Business in ChinaThe transfer offunds,dividends and other distributions between us and our subsidiaries is subjectto restriction.”on page 52 of this prospectus and“Risk FactorsRisks Relatedto D

96、oing Business in ChinaTo the extent any funds or assets in the business isin mainland China or HongKong or a mainland China or HongKong entity,the funds orassets may not be available to fund operations or for other use outside of mainlandChina or HongKong.”on page 53 of this prospectus.For a summary

97、 of the condensed consolidated schedule and the consolidatedfinancial statements,see“Summary Consolidated Financial and Operating Information”on page 23 of this prospectus;“Risk FactorsRisks Related to Doing Business inChinaWe are subject to the laws and regulations of the PRC,which can changequickl

98、y with little advance notice and differs in material aspects from the laws ofthe UnitedStates.”on page 38 of this prospectus;“We must remit the offeringproceeds to mainland China before they may be used to benefit our business inmainland China,the process of which may be time-consuming,and we cannot

99、 assure thatwe can finish all necessary governmental registration processes in a timely manner.”on page 44 of this prospectus;“PRC regulation of loans and direct investment byoffshore holding companies to PRC entities may delay or prevent us from using theproceeds of this offering to make loans or a

100、dditional capital contributions to ourPRC subsidiaries,which could materially and adversely affect our liquidity and ourability to fund and expand our business.”on page 47 of this prospectus;“We mayrely on dividends and other distributions on equity paid by our PRC subsidiaries tofund any cash and f

101、inancing requirements we may have,and any limitation on theability of our PRC subsidiaries to make payments to us could have a material andadverse effect on our ability to conduct our business.”on page 53 of thisprospectus;and“Governmental regulation of currency conversion may limit ourability to ut

102、ilize our revenues effectively and affect the value of yourinvestment.”on page 48 of this prospectus.To address persistent capital outflows and the RMBs depreciation against theU.S.dollar in the fourth quarter of 2016,the Peoples Bank of China(the“PBOC”)and the State Administration of Foreign Exchan

103、ge(the“SAFE”)have implemented aseries of administrative measures in the subsequent months,including strictervetting procedures for China-based companies to remit foreign currency for overseasacquisitions,dividend payments and shareholder loan repayments.The PRC governmentmay continue to strengthen i

104、ts implementation of administrative measures and ouroperating entities dividends and other distributions may be subject to tightenedscrutiny in the future.Therefore,Guangzhou Sanyi Network and Guangzhou 3E Networkmay experience difficulties in completing the administrative procedures necessary toobt

105、ain and remit foreign currency for the payment of dividends from our profits,ifany.Furthermore,if Guangzhou Sanyi Network or Guangzhou 3E Network incur debt ontheir own in the future,the instruments governing the debt may restrict theirability to pay dividends or make other payments.We are a BVI com

106、pany and conduct all of our operations and substantially all ofour assets are located in HongKong and mainland China.In addition,all of ourdirectors and officers are nationals or residents of countries other than theUnited States.A substantial portion of the assets of these persons is locatedoutside

107、 the United States.As a result,it may be difficult for you to effectservice of process within the United States upon these persons.It may also bedifficult for you to enforce the U.S.courts judgments obtained in U.S.courtsincluding judgments based on the civil liability provisions of the U.S.federals

108、ecurities laws against us and our officers and directors.See“RiskFactorsRisks Related to Doing Business in ChinaCertain legal requirementsshall be met for effecting service of legal process,enforcing foreign judgments orbringing actions in China against us or our management named in the prospectus.”

109、onpage 51 of this prospectus.Immediately prior to the completion of this offering,our issued and outstandingshare capital will consist of 10,000,000 Class A Ordinary Shares and no Class Bordinary shares,par value$0.0001 per share(each,a“Class B Ordinary Share”,collectively,“Class B Ordinary Shares”)

110、.Holders of Class A Ordinary Shares andClass B Ordinary Shares will have different rights in relation to the right toreceive dividend,the right to receive distribution of the surplus assets onliquidation,voting,authorisation of issue and transfer rights.The holders of ClassA Ordinary Shares have the

111、 right to an equal share in any dividend paid by theCompany and the right to an equal share in the distribution of the surplus assets ofthe Company on its liquidation.Holders of Class B Ordinary Shares shall not receivethe right to any dividend paid by the Company or receive the right to anydistribu

112、tion of the surplus assets of the Company on its liquidation.Holders ofClass A Ordinary Shares shall be entitled to one vote per share on all matterssubject to the vote at general meetings of the Company,and holders of Class BOrdinary Shares shall be entitled to 20 votes per share on all matters sub

113、ject to thevote at general meetings of the Company.Holders of our Class A Ordinary Shares andClass B Ordinary Shares vote together as a single class on all matters submitted to avote of our shareholders,except as may otherwise be required by law.Class BOrdinary Shares may only be issued to the Compa

114、nys employees or its subsidiariesemployees or companies whose principal shareholder is such an employee and only ifapproved by 75%of the directors voting at a meeting or the directors or by a writtenresolution of directors passed by 75%of all the directors.Class A Ordinary Sharesmay be issued with t

115、he approval of 50%of the directors at a meeting or the directorsor by a written resolution of directors passed by 50%of all the directors.Where theemployment by the Company of a holder of Class B Ordinary Shares is terminated,their Class B Ordinary Shares are subject to compulsory redemption.Class B

116、 OrdinaryShares are non transferable whilst Class A Ordinary Shares may be transferred inaccordance with the articles of association.Neither Class A Ordinary Shares norClass B Ordinary Shares are convertible into shares of any other class of theCompany.Table of ContentsSee“RiskFactorsRisksRelated to

117、 This Offering and Our Class A OrdinaryShares Our dual-class voting structure will limit your ability to influencecorporate matters and could discourage others from pursuing any change of controltransactions that holders of our Class A Ordinary Shares may view as beneficial.”onpage 56 of this prospe

118、ctus.Our Chairman and Director,Mr.Joseph Shu Sang Law,will beneficially own7,700,000 Class A Ordinary Shares,representing 77%of the total voting power of ourissued and outstanding share capital immediately following the completing of thisoffering,assuming the underwriter does not exercise the option

119、 to purchaseadditional Class A Ordinary Shares.As such,Mr.Law will control matters subject toa vote by 3e Networks shareholders,and we will be a“controlled company”asdefined under the Nasdaq Stock Market Rules.As a“controlled company,”3e Networkis permitted to elect not to comply with certain corpor

120、ate governance requirements.Although we currently do not intend to rely on the“controlled company”exemptionfor at least one year after the Offering,we may elect to rely on this exemption inthe future.If we rely on these exemptions in the future,you will not have the sameprotection afforded to shareh

121、olders of companies that are subject to these corporategovernance requirements.See“Prospectus Summary Implications of Being aControlled Company”on page 20 for additional information.We are an“emerging growth company”as defined under the federal securitieslaws and will be subject to reduced public co

122、mpany reporting requirements.See“RiskFactorsRisks Related to This Offering and Our Class A Ordinary SharesAs an“emerging growth company”under the Jumpstart Our Business Startups Act,or JOBSAct,we are permitted to,and intend to,rely on exemptions from certain disclosurerequirements.”and“Prospectus Su

123、mmary Implications of Being an“EmergingGrowth Company”on pages 60 and 19 of this prospectus,respectively.Neither the Securities and Exchange Commission nor any state securitiescommission nor any other regulatory body has approved or disapproved ofthese securities or determined if this prospectus is

124、truthful or complete.Any representation to the contrary is a criminal offense.Per Share TotalPublic offering price(1)$5.00$6,000,000Underwriter discounts and commissions(7%)(2)$0.35$420,000Proceeds to us,before expenses(3)$4.65$5,580,000_(1)Initial public offering price per share is assumed as$5.00

125、per share,which is the midpointof the range set forth on the cover page of this prospectus.The table above assumes that theunderwriters do not exercise its over-allotment option.For more information,see“Underwriting”on page 137 in this prospectus.(2)In addition to the underwriting discounts and comm

126、issions listed above,we have agreed to paythe underwriters,by deduction from the net proceeds of this offering contemplated herein,anon-accountable expense allowance equal to one and a half percent(1.5%)of the gross proceedsand reimburse the underwriters for certain expenses incident to this offerin

127、g.See the sectiontitled“Underwriting”beginning on page 137 of this prospectus for additional disclosureregarding underwriter compensation and offering expenses.(3)We expect our total cash expenses for this offering(including cash expenses payable to ourunderwriters for its out-of-pocket expenses)not

128、 to exceed$2.0 million,exclusive of theabove discounts and commissions.For a detailed description of the compensation to be receivedby the underwriters,see“Underwriting”on page 137 in this prospectus.This offering is being conducted on a firm commitment basis.The underwriters areobligated to purchas

129、e and pay for all of the Class A Ordinary Shares if any suchClass A Ordinary Shares are purchased.We have granted the underwriters an option fora period of 45 days after the effective date of this registration statement topurchase up to 15%of the total number of the Class A Ordinary Shares to be off

130、eredby us pursuant to this offering(excluding Class A Ordinary Shares subject to thisoption),solely for the purpose of covering over-allotments,if any,at the publicoffering price less the underwriting discounts.If the underwriters exercise theoption in full,and assuming an offering price of$5.00 per

131、 Class A Ordinary Share,which is the midpoint of the range set forth on the cover page of this prospectus,the total gross proceeds to us,before underwriting discounts and expenses,will be$6,900,000.We have agreed to grant the underwriters warrants to purchase Class A OrdinaryShares equal to five per

132、cent(5%)of the total number of Class A Ordinary Shares soldin the offering,exercisable upon the closing of the offering,at a price of 100%ofthe public offering price of the Class A Ordinary Shares offered in this offering.The registration statement of which this prospectus is a part covers the Class

133、 AOrdinary Shares issuable upon the exercise of the warrants.See“Underwriting”beginning on page 137 of this prospectus for additional information.The underwriters expect to deliver the shares to purchasers in the offering on orabout,2024.We may amend or supplement this prospectus from time to time b

134、y filing amendmentsor supplements as required.You should read this entire prospectus and any amendmentsor supplements carefully before you make your investment decision.Craft Capital Management LLCBoustead Securities,LLCProspectus dated,2024 Table of ContentsTABLE OF CONTENTS PagePROSPECTUS SUMMARY

135、1SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA 23RISK FACTORS 24DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 64ENFORCEABILITY OF CIVIL LIABILITY 66USE OF PROCEEDS 69DIVIDEND POLICY 70CAPITALIZATION 71DILUTION 72CORPORATE HISTORY AND STRUCTURE 73MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL

136、 CONDITION AND RESULTS OFOPERATIONS 75INDUSTRY 84OUR BUSINESS 90REGULATIONS 99MANAGEMENT 108COMPENSATION 113PRINCIPAL SHAREHOLDERS 114RELATED PARTY TRANSACTIONS 116DESCRIPTION OF SHARE CAPITAL 118SHARES ELIGIBLE FOR FUTURE SALE 127TAXATION 129UNDERWRITING 137LEGAL MATTERS 141CHANGES IN AND DISAGREEM

137、ENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE 141EXPERTS 141INTERESTS OF NAMED EXPERTS AND COUNSEL 141DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACTLIABILITIES 141WHERE YOU CAN FIND MORE INFORMATION 142INDEX TO FINANCIAL STATEMENTS F-1We and the underwriters ha

138、ve not authorized any person to give you anysupplemental information or to make any representations for us.You should not relyupon any information about us that is not contained in this prospectus or in one ofour public reports filed with SEC and incorporated into this prospectus.Informationcontaine

139、d in this prospectus or in our public reports may become stale.You shouldnot assume that the information contained in this prospectus,any prospectussupplement or the documents incorporated by reference are accurate as of any dateother than their respective dates,regardless of the time of delivery of

140、 thisprospectus or of any sale of the shares.This prospectus is an offer to sell only the Class A Ordinary Shares offeredhereby,but only under circumstances and in jurisdictions where it is lawful to doso.We are not making an offer to sell these securities in any jurisdiction where theoffer or sale

141、is not permitted or where the person making the offer or sale is notqualified to do so or to any person to whom it is not permitted to make such offer orsale.For the avoidance of doubt,nooffer or invitation to subscribe for Class AOrdinary Shares is made to the public in the BVI.The information in t

142、hisregistration statement is not complete and is subject to change.Noperson shouldrely on the information contained in this document for anyiTable of Contentspurpose other than participating in our proposed offering,and only prospectus datedhereof,is authorized by us to be used in connection with ou

143、r proposed offering.Thepreliminary prospectus will only be distributed by us and noother person has beenauthorized by us to use this document to offer or sell any of our securities.Until ,2025(the 25th day after the date of thisprospectus),all dealers that effect transactions in these securities,whe

144、ther or not participating in this offering,may be required to deliver aprospectus.This is in addition to the dealers obligation to deliver aprospectus when acting as underwriters and with respect to their unsoldallotments or subscriptions.iiTable of ContentsCOMMONLY USED DEFINED TERMSUnless otherwis

145、e indicated or the context requires otherwise,references in thisprospectus to:“we”,“us”,the“Company”or“3e Network”in this prospectus are to 3E Network Technology Group Limited,a BVI company and its subsidiaries,unless the context otherwise indicates;“AHFCAA”refers to Accelerating Holding Foreign Com

146、panies Accountable Act;“Amended and Restated Articles”means the memorandum and articles ofassociation as amended and restated on January 3,2024;“B2B”refers to business-to-business;“BVI”refers to the“British Virgin Islands”;“BVI Act”refers to the BVI Business Companies Act(Revised Edition 2020),as am

147、ended;“BVI 3e Holdings”refers to 3e Network Technology Holdings Limited,a BVIcompany;“CAC”refers to the Cyberspace Administration of China;“China”or the“PRC”or“mainland China”,unless otherwise specifiedherein,refers to the Peoples Republic of China;“Class A Ordinary Shares”are to the Class A ordinar

148、y shares of 3 ENetwork Technology Group Limited,par value$0.0001 per share;“Class B Ordinary Shares”are to the Class B ordinary shares of 3 ENetwork Technology Group Limited,par value$0.0001 per share;“CSRC”refers to the China Securities Regulatory Commission;“Guangzhou Sanyi Network”refers to Guang

149、zhou 3e Network TechnologyCompany Limited,a mainland China company;“Guangzhou 3E Network”refers to Guangzhou 3E Network technology CompanyLimited,a mainland China company;“PRC operating entities,”“PRC subsidiaries”or“PRC operatingsubsidiaries”refer to Guangzhou Sanyi Network and Guangzhou 3E Network

150、;“HFCA Act”refers to the Holding Foreign Companies Accountable Act;“HK 3e Network”refers to 3e Network Technology Company Limited,aHongKong company;“HongKong”refers to the HongKong Special Administrative Region of thePeoples Republic of China;“IT”refers to information technology;“RMB”or“RMB Yuan”ref

151、ers to the legal currency of PRC;“HKD”or“HK Dollar”refers to the legal currency of HongKong;“M&A Rule”refers to the Regulations on Mergers and Acquisitions ofDomestic Enterprises by Foreign Investors of China;“MOFCOM”refers to the Ministry of Commerce of China;“Ordinary Shares”refers to our Class A

152、Ordinary Shares and Class BOrdinary Shares,collectively;“PCAOB”refers to the Public Company Accounting Oversight Board;“$,”“dollars,”“US$”or“U.S.dollars”refers to the legal currencyof the UnitedStates;iiiTable of Contents“SAFE”refers to State Administration of Foreign Exchange in China;“SAIC”refers

153、to State Administration for Industry and Commerce in China,which is currently known as State Administration for Market Regulation;“SAT”refers to the PRC State Administration of Taxation;“SAMR”refers to the former State of Administration of Industry andCommerce of China,which has been merged into the

154、 State Administration forMarket Regulation;and“SCNPC”refers to the Standing Committee of the National PeoplesCongress of China;“SPV”refers to special purpose vehicles;“U.S.GAAP”refers to generally accepted accounting principles in theUnitedStates.3e Networks reporting currency is U.S.dollar.This pro

155、spectus containstranslations of certain foreign currency amounts in RMB into U.S.dollars for theconvenience of the reader.All translations of RMB are calculated at the rate ofUS$1.00=RMB7.2672 for balance sheet items and US$1.00=RMB7.2248 for items in theconsolidated statements of operations and com

156、prehensive income and cash flows,as ofand for the year ended June 30,2024,US$1.00=RMB7.2513 for balance sheet items andUS$1.00=RMB6.9536 for items in the consolidated statements of operations andcomprehensive income and cash flows,as of and for the year ended June 30,2023,representing the certified

157、exchange rate published by the Peoples Bank of China onsuch dates.Norepresentation is made that the RMB amounts could have been,or couldbe,converted,realized or settled into US$at such rate,or at any other rate.ivTable of ContentsPROSPECTUS SUMMARYThe following summary is qualified in its entirety b

158、y,and should be read inconjunction with,the more detailed information and financial statements includedelsewhere in this prospectus.In addition to this summary,we urge you to read theentire prospectus carefully,especially the risks of investing in our Class AOrdinary Shares,discussed under“Risk Fact

159、ors”before deciding whether to buy ourClass A Ordinary Shares.Business OverviewWe are a business-to-business(“B2B”)information technology(“IT”)business solutions provider.Through our two PRC subsidiaries,Guangzhou SanyiNetwork and Guangzhou 3E Network,we started as a business that focuses onintegrat

160、ed software solutions in the property management and exhibition servicesspaces,but expanded our software solution offering to reach across a variety ofindustries and sectors,including food establishments,real estate,exhibition&conferencing,and clean energy utilities.Our business includes two main po

161、rtfolios,namely,the software developmentportfolio and exhibition and conference portfolio,and the proportion of revenuefrom each of these two main portfolios was 99.25%and 0.74%in the year ended June30,2024,respectively,and 98.6%and 1.4%in the year ended June 30,2023,respectively.Guangzhou Sanyi Net

162、work primarily serves our software development andexhibition and conference portfolios,while Guangzhou 3E Network primarily focuseson expanding into the clean energy sector.Software Development PortfolioAs an IT business solution provider,we take pride in our technical acumen indelivering software s

163、olutions for our business customers.The key pillar of ourgrowth story and the primary engine of our growth is the development of customsoftware solutions for our customers.For the years ended June 30,2024 and 2023,our main products under our customsoftware solutions offering include software product

164、s developed for propertymanagement companies,restaurant management,intelligent music generation,andhighway monitoring and control.Customers can choose to buy a basic version withminimal alterations or customize additional functions to suit their needs.As a young company with limited operating histor

165、y and limited customer base,weare constantly looking for opportunities to develop new customers and expand intonew business areas.The solar energy sector,for example,is an area withsignificant government support and business opportunities.In 2022,after studyingthe potential of the market for managem

166、ent system used by solar energy powerplants,the Company decided to develop a management software for distributedphotovoltaic power plants with designed power generation capacity under 10megawatts or management companies that manage distributed solar power plants ofthat size.Our designed system allow

167、s management to access it via a mobile deviceor a PC to monitor power plants in single or multiple locations.The programprovides functions ranging from equipment fault alerts,repair and maintenance,power generation monitoring,push notifications,to record keeping.Exhibition and Conference Service Por

168、tfolioUnder our exhibition and conference service portfolio,we provide softwaresolutions and help our exhibition and conferencing partners in the design,planning,execution and delivery of exhibitions and conferences.Our servicesinclude software support for entrance gates,ticketing machines and ticke

169、t readers.The service contracts we sign with customers are usually designed for a fixedperiod covering the set-up time plus the exhibition or conference period.In addition to software solutions,we provide exhibition and conferenceservices and equipment to exhibition or conference organizers.The serv

170、ices includeproviding personnel required to manage the equipment.The equipment includesentrance gates,ticketing machines,ticket readers and facial recognitionequipment.We may also sell hardware to our customers,primarily to incentivize ourcustomers to use our software.Certain Risks and Limitations R

171、elated to Doing Business in ChinaBecause substantially all of our operations are in mainland China,we aresubject to the laws and regulations of the PRC,which are significantly differentfrom those of the United States,and we face risks arising from the legal system inChina,including risks and uncerta

172、inties regarding the enforcement of laws and thatrules and regulations in China.The laws and regulations of the PRC and theenforcement of such laws and regulations can change quickly with1Table of Contentslittle advance notice.The PRC government has significant authority to exertinfluence on the abi

173、lity of a China-based company,like us,to conduct itsbusiness,accept foreign investments or list on a U.S.stock exchange.Recently,the PRC government has indicated an intent to exert more oversight and control overofferings that are conducted overseas and/or foreign investment in China-basedissuers.Th

174、e PRC government may also intervene with or influence our operations asthe government deems appropriate to further regulatory,political and societalgoals.Any such action with adverse effect,once taken by the PRC government,couldresult in a material change in our operations or the value of our securi

175、ties,significantly limit or completely hinder our ability to offer or continue to offersecurities to investors,or cause the value of our securities to significantlydecline or become worthless.See“Risk FactorsRisks Related to Doing Businessin ChinaBecause substantially all of our operations are in Ch

176、ina,we facerisks arising from the legal system in China,including risks and uncertaintiesregarding the enforcement of laws and that rules and regulations in China canchange quickly with little advance notice.The PRC government may exerciseoversight and discretion over the conduct of our business or

177、may intervene orinfluence our operations at any time,and our operations may be affected byevolving regulatory policies,all of which could result in a material change in ouroperations or the value of our securities,significantly limit or completely hinderour ability to offer or continue to offer secu

178、rities to investors,or cause thevalue of our securities to significantly decline or become worthless.”on page 36,“We are subject to the laws and regulations of the PRC,which can change quicklywith little advance notice and differs in material aspects from the laws of theUnitedStates.”on page 38 of t

179、his prospectus.There are significant liquidity risks related to our Class A Ordinary Sharesand certain limitations on our ability to transfer cash between us or oursubsidiaries.In order for us to paydividends to our shareholders,we may rely onthe distribution of profits of the PRC subsidiaries and H

180、ongKong subsidiary to ourBVI subsidiary.PRC regulations currently permit the payment of dividends only outof accumulated profits,as determined in accordance with accounting standards andPRC regulations.To the extent any funds or assets in the business is in mainlandChina or a mainland China entity,t

181、he funds or assets may not be available to fundoperations or for other use outside of mainland China,unless such transfer of cashor assets are in compliance with the requirements of relevant PRC laws andregulations as mentioned above.Otherwise,our ability to transfer funds,paydividends or make distr

182、ibution may be restricted.See“ProspectusSummary Summary of Significant Risk Factors Risks Related to DoingBusiness in ChinaTo the extent any funds or assets in the business is inmainland China or a mainland China entity,the funds or assets may not be availableto fund operations or for other use outs

183、ide of mainland China.”on page 53 of thisprospectus,and“Risk FactorsRisks Related to Doing Business in ChinaTothe extent any funds or assets in the business is in mainland China or a mainlandChina entity,the funds or assets may not be available to fund operations or forother use outside of mainland

184、China.”on page 53 of this prospectus.Furthermore,if our subsidiaries in mainland China incur debt on their own inthe future,the instruments governing the debt may restrict their ability to paydividends or make other payments.In addition,the PRC Enterprise Income Tax Lawand its implementation rules p

185、rovide that a withholding tax at a rate of 10%willbe applicable to dividends payable by companies in mainland China to enterprisesoutside of mainland Chinaunless reduced under treaties or arrangements between thePRC central government and the governments of other countries or regions where theenterp

186、rises outside of mainland China are tax resident.See“ProspectusSummaryDividend Distributions or Assets Transfer among the Holding Company andSubsidiaries.”on page 6 of this prospectus,“Prospectus SummarySummary ofSignificant Risk Factors Risks Related to Doing Business in China Thetransfer of funds,

187、dividends and other distributions between us and oursubsidiaries is subject to restriction.”on page 52,“ProspectusSummary Summary of Significant Risk Factors Risks Related to DoingBusiness in ChinaWe must remit the offering proceeds to mainland China beforethey may be used to benefit our business in

188、 mainland China,the process of whichmay be time-consuming,and we cannot assure that we can finish all necessarygovernmental registration processes in a timely manner.”on page 44 of thisprospectus,“Risk FactorsRisks Related to Doing Business in ChinaThetransfer of funds,dividends and other distributi

189、ons between us and oursubsidiaries is subject to restriction.”on pages 52 of this prospectus,and“RiskFactors Risks Related to Doing Business in China We must remit theoffering proceeds to mainland China before they may be used to benefit our businessin mainland China,the process of which may be time

190、-consuming,and we cannot assurethat we can finish all necessary governmental registration processes in a timelymanner.”on page 44 of this prospectus.In addition,any transfer of funds by us toour PRC subsidiaries,either as a shareholder loan or as an increase in registeredcapital,are subject to appro

191、val by or registration or filing with relevantgovernmental authorities in China.Any foreign loans procured by our PRCsubsidiaries is required to be registered with the SAFE in its local branches andsatisfy relevant requirements,and our PRC subsidiaries may not procure loans whichexceed the differenc

192、e between its respective total project investment amount andregistered capital or two times(which may be varied year by year due to the changeof PRCs national macroeconomic policy)of the net worth of our PRC subsidiaries.According2Table of Contentsto the relevant PRC regulations on foreign-invested

193、enterprises in China,capitalcontributions to our PRC subsidiaries are subject to the registration with SAMR inits local branches,report submission to the MOFCOM in its local branches andregistration with a local bank authorized by the SAFE.Based on our understandingof the HongKong laws and regulatio

194、ns,as of the date of this prospectus,there isno restriction imposed by the Hong Kong government on the transfer of capitalwithin,into and out of HongKong(including funds from HongKong to mainlandChina,except transfer of funds involving money laundering and criminalactivities).Notwithstanding the for

195、egoing,we cannot assure you that there willnot be any changes in the future in the economic,political and legal environmentin HongKong and that the PRC government will not in the future exert influenceover changes to laws and regulations of HongKong to impose restrictions on thetransfer of capital w

196、ithin,into and out of HongKong.In addition,based on ourunderstanding of the BVI laws and regulations,as of the date of this prospectus,there is no restriction on the transfer of capital within,into and out of BVI.Corporate History and Holding Company StructureWe are a holding company incorporated in

197、 the BVI on October6,2021 under theBVI Act with operations conducted through primarily our PRC operating subsidiaries,Guangzhou Sanyi Network and Guangzhou 3E Network,which were incorporated in thePRC on May26,2017 and January 17,2023,respectively.Our BVI subsidiary BVI 3eHoldings was incorporated o

198、n October8,2018 under the BVI Act,and our HongKongsubsidiary,HK 3e Network,was incorporated in HongKong on August30,2020.The following diagram illustrates our corporate legal structure as of the dateof this prospectus.3Table of ContentsPermission Required for the Offering and Overseas ListingOur ope

199、rations in China are governed by PRC laws and regulations.On August8,2006,six PRC regulatory agencies,including the MOFCOM,jointly issued theRegulations on Mergers and Acquisitions of Domestic Enterprises by ForeignInvestors,or the M&A Rules,which became effective on September8,2006 and wereamended

200、June 22,2009.The M&A Rules contains provisions that require that anoffshore special purpose vehicle(“SPV”)formed for listing purposes andcontrolled directly or indirectly by Chinese companies or individuals shall obtainthe approval of the CSRC prior to the listing and trading of such SPVs securities

201、on an overseas stock exchange.As advised by our PRC legal counsel,Han Kun LawOffices,based on their understanding of the current PRC laws,rules andregulations,as of the date of this prospectus,the CSRCs approval under the M&ARules may not be required for the listing and trading of our Class A Ordina

202、ryShares on Nasdaq in the context of this offering,as:(i)the CSRC currently hasnot issued any definitive rule or interpretation concerning whether offerings suchas this offering contemplated by us are subject to the M&A Rules,and(ii)we arenot controlled directly or indirectly by any Chinese companie

203、s or individuals.However,our PRC legal counsel,Han Kun Law Offices,has further advised usthat there remains uncertainty as to how the M&A Rules will be interpreted orimplemented by the relevant PRC authorities,and there can be no assurance that therelevant PRC government agencies,including the CSRC,

204、would reach the sameconclusion as our PRC legal counsel.We are subject to the risks of uncertainty ofany future actions of the PRC government in this regard including the risk that weinadvertently conclude that the permissions or approvals discussed here are notrequired,that applicable laws,regulati

205、ons or interpretations change such that weare required to obtain approvals in the future,or that the PRC government coulddisallow our holding company structure,which would likely result in a materialchange in our operations,including our ability to continue our existing holdingcompany structure,carr

206、y on our current business,accept foreign investments,andoffer or continue to offer securities to our investors.These adverse actions couldcause the value of our Class A Ordinary Shares to significantly decline or becomeworthless.We may also be subject to penalties and sanctions imposed by the PRCreg

207、ulatory agencies,including the CSRC,if we fail to comply with such rules andregulations,which would likely adversely affect the ability of our securities tobe listed on a U.S.exchange,and would likely cause the value of our securities tosignificantly decline or become worthless.Recently,the PRC gove

208、rnment initiated aseries of regulatory actions and statements to regulate business operations incertain areas in mainland China with little advance notice,including cracking downon illegal activities in the securities market,enhancing supervision over China-based companies listed overseas using VIE

209、structure,adopting new measures toextend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.For example,on July 6,2021,the General Office of theCommunist Party of China Central Committee and the General Office of the StateCouncil jointly issued a document to cr

210、ack down on illegal activities in thesecurities market and promote high-quality development of the capital market,which,among other things,requires the relevant governmental authorities tostrengthen the administration over illegal securities activities,improve cross-border law enforcement cooperatio

211、n,enhance supervision over China-based companieslisted overseas,and establish and improve the system for extraterritorialapplication of PRC securities laws.On December28,2021,the CAC jointly with the relevant authorities formallypublished Measures for Cybersecurity Review(the“Cybersecurity ReviewMea

212、sures”)which took effect on February 15,2022.The Cybersecurity ReviewMeasures stipulates that operators of critical information infrastructurepurchasing network products and services,and online platform operator(togetherwith the operators of critical information infrastructure,the“Operators”)carryin

213、g out data processing activities that affect or may affect nationalsecurity,shall conduct a cybersecurity review,and any online platform operatorwho controls more than one million users personal information must go through acybersecurity review by the cybersecurity review office if it seeks to be li

214、sted ina foreign country.On November 14,2021,the CAC published the Network DataSecurity Management Regulation(Draft for Comments)(the“Data Security ManagementRegulations”),which reiterates that data handlers that process the personalinformation of more than one million users listing in a foreign cou

215、ntry shouldapply for a cybersecurity review.Since the Cybersecurity Review Measures was newlyadopted and the Data Security Management Regulations is in the process of beingformulated,it remains unclear on how it will be interpreted,amended andimplemented by the relevant PRC governmental authorities.

216、Thus,we cannot assureyou that we would not be subject to cybersecurity review requirement,and if so,that we would be able to pass such review in relation to this offering.If theauthorized PRC regulatory body subsequently determines that we are required to gothrough such cybersecurity review or if an

217、y other PRC government authoritiespromulgate any interpretation or implementation rules before our listing that wouldrequire us to go through a cybersecurity review for this offering,we may fail tocomplete such cybersecurity review procedures in a timely manner,or at all.Anyfailure or delay in the c

218、ompletion of the cybersecurity review procedures or anyother non-compliance with the related laws and regulations may result in fines orother penalties,including suspension of business as well as reputational damage orlegal proceedings or actions against us,which may have material adverse effect ono

219、ur business,financial condition or results of operations.4Table of ContentsAs of the date hereof,we are of the view that we are in compliance with theapplicable PRC laws and regulations governing the data privacy and personalinformation in all material respects,including the data privacy and persona

220、linformation requirements of the CAC,and we have not received any complaints fromany third party,or been investigated or punished by any PRC competent authority inrelation to data privacy and personal information protection.We have adoptedcorresponding internal control measures to ensure the securit

221、y of our informationsystem and confidentiality of our customers personal information,including,butnot limited to the followings:We have established information security management systems whichstipulate the standardized procedures for the management of informationsystem.Through the information secur

222、ity management systems,we classifyour staff based on their positions and responsibilities and grant themdifferent access rights and adopt password control to identify systemusers.We adjust,shut down or deregister the access rights in a timelymanner when such staff change their positions or take long

223、 vacations orterminate their employment agreements with us.Moreover,we conductinformation system security inspections and periodically check the accesslogs of our information system to identify abnormal accesses and removeaccounts with abnormal activities.We provide training to our employees to ensu

224、re that they are aware of ourinternal policies in relation to data protection.We have specific network administrator responsible for installing thenetwork firewall,remoting backup storage of important databases,businessdata,and documents,and promoting information security awareness amongour employee

225、s.As a company providing B2B IT business solutions,we do not collect data orpersonal information from end users of our platforms maintained by our corporatecustomers,and we do not maintain or store such data or personal information on ourserver.We do not collect personal information other than limit

226、ed contactinformation of our corporate customers.We do not hold any user data,nor haveshared,transferred or publicly disclosed user data without prior consent orauthorization from the customers,unless otherwise permitted by relevant laws andregulations.We are required to comply with laws and regulat

227、ions in the PRCrelating to data privacy and personal information,and failure to comply with suchlaws and regulations may potentially lead to regulatory or civil liability.Notwithstanding the foregoing,on February17,2023,the CSRC promulgated theTrial Administrative Measures and five supporting guidel

228、ines,which becameeffective on March31,2023.According to the Trial Administrative Measures,amongother requirements,any domestic companies that seek to offer or list securitiesoverseas,including those indirect overseas offering and listing which meet certainconditions,should fulfil the filing procedur

229、es with the CSRC within threebusinessdays after the submission of the overseas offering and listing application.Webelieve that we are required to complete filing procedures with the CSRC pursuantto the Trial Administrative Measures.We submitted the initial filing documents tothe CSRC on October 9,20

230、23,and the CSRC published the notification on ourcompletion of the required filing procedures on January 2,2024 for this offering.As the Trial Administrative Measures were newly published,the implementation andinterpretation thereof is subject to change,if the filing procedure with the CSRCunder the

231、 Trial Administrative Measures is required for any future offerings or anyother capital raising activities,we cannot assure you that we will be able tocomplete such filings in a timely manner,or even at all.Any failure by us tocomply with such filing requirements under the Trial Administrative Measu

232、res mayresult in a ratification order,warnings or fines against us and could materiallyhinder our ability to offer or to continue to offer our securities.Furthermore,if the CSRC or other regulatory agencies later promulgate newrules or explanations requiring that we obtain their approvals for this o

233、fferingand any follow-on offering,we may be unable to obtain such approvals which couldsignificantly affect our ability to offer or continue to offer securities to ourinvestors.For instance,in the event that the CSRC approval or any regulatoryapproval is required for this offering while we inadverte

234、ntly concluded that suchapproval was not required,or if the CSRC or any other PRC government authoritiespromulgates any new laws,rules or regulations or any interpretation or implementsrules before our listing that would require us to obtain the CSRC or any othergovernmental approval for this offeri

235、ng,we may face sanctions by the CSRC or otherPRC regulatory agencies for failure to seek CSRC approval for this offering.Thesesanctions may include fines and penalties on our operations in the PRC,limitationson our operating privileges in the PRC,delays in or restrictions on therepatriation of the p

236、roceeds from this offering into the PRC,restrictions on orprohibition of the payments or remittance of dividends by our PRC subsidiaries,orother actions that could have a material and adverse effect on our business,financial condition,results of operations,reputation and prospects,as well asthe trad

237、ing price of our Class A Ordinary Shares.The CSRC or other PRC regulatoryagencies may also take actions requiring us,or making5Table of Contentsit advisable for us,to halt this offering before the settlement and delivery ofthe Class A Ordinary Shares that we are offering.Consequently,if you engage i

238、nmarket trading or other activities in anticipation of and prior to the settlementand delivery of the Class A Ordinary Shares we are offering,you would be doing soat the risk that the settlement and delivery may not occur.Any uncertainties ornegative publicity regarding such approval requirements co

239、uld have a materialadverse effect on our ability to complete this offering or any follow-on offeringof our securities or the market for and market price of our Class A OrdinaryShares.See“Risk FactorRisks Related to Doing Business in ChinaWiththe promulgation of the new filing-based administrative ru

240、les for overseas offeringand listing by domestic companies in China,the PRC government may exert moreoversight over overseas public offerings conducted by China-based issuers,whichcould significantly affect our ability to offer or continue to offer our Class AOrdinary Shares to investors and could c

241、ause the value of our Class A OrdinaryShares to decline or become worthless.”on page 39 of this prospectus.Dividend Distributions or Assets Transfer among the Holding Company andIts SubsidiariesWe are a holding company with no material operations of its own and does notgenerate any revenue.We curren

242、tly conduct all of our operations through ourHongKong and PRC subsidiaries.We are permitted under PRC laws and regulations toprovide funding to operating entities only through loans or capital contributions.Subject to satisfaction of applicable government registration and approvalrequirements,we may

243、 extend inter-company loans or make additional capitalcontributions to our operating entities to fund their capital expenditures orworking capital.We cannot assure you that we will be able to obtain thesegovernment registrations or approvals on a timely basis,if at all.See“RiskFactorsRisks Related t

244、o Doing Business in ChinaPRC regulation of loansand direct investment by offshore holding companies to PRC entities may delay orprevent us from using the proceeds of this offering to make loans or additionalcapital contributions to our PRC subsidiaries,which could materially and adverselyaffect our

245、liquidity and our ability to fund and expand our business.”on page 47of this prospectus.Neither 3e Network or its subsidiaries has cash management policies dictatinghow funds are transferred,and each entity needs to comply with applicable laws orregulations with respect to transfer of funds,dividend

246、s and distributions withother entities.As of the date of this prospectus,there were no cash flows including alldividends,transfer and distribution between 3e Network and its subsidiaries;andthere has been no dividend or distributions made between U.S.investors,otherinvestors and any of the Companys

247、entities.For the summary of the condensedconsolidated schedule and the consolidated financial statements,see page F-1 ofthis prospectus for“Summary Consolidated Financial And Operating Data”(which isa summary of page F-3 of the Consolidated Balance Sheets and a summary of page F-4of the Consolidated

248、 Statements of Income and Comprehensive Income);and“RiskFactorRisks Related to Our Corporate StructureThe transfer of funds orassets between us and our subsidiaries is subject to restriction.”on page 52 ofthis prospectus.Cash proceeds raised from overseas financing activities,including the cashproce

249、eds from this offering,may be transferred by 3e Network to the BVI 3eHoldings,and then transferred to HK 3e Network,and then transferred to GuangzhouSanyi Network and Guangzhou 3E Network,as capital contribution and/or shareholderloans subject to applicable regulatory approvals,as the case may be,re

250、spectively.Any transfer of fundsby us to our PRC subsidiaries,either as a shareholder loanor as an increase in registered capital,are subject to approval by or registrationor filing with relevant governmental authorities in China.Any foreign loansprocured by our PRC subsidiaries is required to be re

251、gistered with the SAFE in itslocal branches and satisfy relevant requirements,and our PRC subsidiaries may notprocure loans which exceed the difference between its respective total projectinvestment amount and registered capital or two times(which may be varied year byyear due to the change of PRCs

252、national macroeconomic policy)of the net worth ofour PRC subsidiaries.According to the relevant PRC regulations on foreign-investedenterprises in China,capital contributions to our PRC subsidiaries are subject tothe registration with SAMR in its local branches,report submission to MOFCOM inits local

253、 branches and registration with a local bank authorized by theSAFE.Please see“Risk Factors Risks Related to Doing Business inChinaWe must remit the offering proceeds to mainland China before they may beused to benefit our business in mainland China,the process of which may be time-consuming,and we c

254、annot assure that we can finish all necessary governmentalregistration processes in a timely manner.”On page 44 of this prospectus.Weintend to keep any future earnings to re-invest in and finance the expansion of ourbusiness,and we do not anticipate that any cash dividends will be paid in theforesee

255、able future.Under BVI law,a BVI company may pay a dividend on its shares,provided thatthe directors of the company are satisfied on reasonable grounds that immediatelyafter the dividend the company will pass the solvency test set out in section 56 ofthe BVI Act.If we determine to pay dividends on an

256、y of our Class A Ordinary Sharesin the future,as6Table of Contentsa holding company,unless we receive proceeds from future offerings,we will bedependent on receipt of funds from our BVI subsidiary,which will be dependent onreceipt of dividends from our HongKong subsidiary,which will be dependent onr

257、eceipt of payments from Guangzhou Sanyi Network and Guangzhou 3E Network inaccordance with the laws and regulations of the PRC and HongKong.Guangzhou Sanyi Network and Guangzhou 3E Networks ability to distributedividends are based upon their distributable earnings.Current PRC regulationspermit Guang

258、zhou Sanyi Network and Guangzhou 3E Network to pay dividends to HK 3eNetwork only out of their accumulated profits,if any,determined in accordancewith Chinese accounting standards and regulations.In addition,Guangzhou SanyiNetwork and Guangzhou 3E Network are required to set aside at least 10%of the

259、irafter-tax profits each year,if any,to fund a statutory reserve until such reservereaches 50%of their registered capital.Each of such similar entity in China mayalso set aside a portion of its after-tax profits to fund an optional reserve,although the amount to be set aside,if any,is determined at

260、the discretion ofsuch entitys shareholder.The reserves can be used to increase the registeredcapital,cover losses made in pastyears and enhance the companys productivityand expand its business,however a companys capital reserve shall not be used tocover the companys losses.The PRC government also im

261、poses controls on the conversion of RMB into foreigncurrencies and the remittance of currencies out of mainland China.Therefore,wemay experience difficulties in completing the administrative procedures necessaryto obtain and remit foreign currency for the payment of dividends from our profits,if any

262、.Further,if our subsidiaries in the PRC incur debt on their own in thefuture,the instruments governing the debt may restrict their ability to paydividends or make other payments.Our subsidiaries in the PRC generate and retain cash generated from operatingactivities and re-invests it in our business.

263、As of the date of this prospectus,our PRC subsidiaries have not paid any dividends to the offshore companies.Based on our understanding of the HongKong laws and regulations,as of thedate of this prospectus,there is no restriction imposed by the Hong Konggovernment on the transfer of capital within,i

264、nto and out of HongKong(includingfunds from HongKong to mainland China,except transfer of funds involving moneylaundering and criminal activities).Notwithstanding the foregoing,we cannotassure that there will not be any changes in the future in the economic,politicaland legal environment in HongKong

265、 and that the PRC government will not in thefuture exert influence over changes to laws and regulations of HongKong to imposerestrictions on the transfer of capital within,into and out of HongKong.Based onthe BVI laws and regulations,as of the date of this prospectus,there is norestriction on the tr

266、ansfer of capital within,into and out of BVI.Please see“Risk FactorsRisks Related to Doing Business in ChinaTo the extent anyfunds or assets in the business is in mainland China or HongKong or a mainlandChina or Hong Kong entity,the funds or assets may not be available to fundoperations or for other

267、 use outside of mainland China or HongKong.”on page 53 ofthis prospectus;“PRC regulation of loans and direct investment by offshoreholding companies to PRC entities may delay or prevent us from using the proceedsof this offering to make loans or additional capital contributions to our PRCsubsidiarie

268、s,which could materially and adversely affect our liquidity and ourability to fund and expand our business.”on page 47 of this prospectus;“Wemay rely on dividends and other distributions on equity paid by our HongKong andPRC subsidiaries to fund any cash and financing requirements we may have,and an

269、ylimitation on the ability of our PRC subsidiaries to make payments to us could havea material and adverse effect on our ability to conduct our business,”on page 53of this prospectus;and“Governmental regulation of currency conversion maylimit our ability to utilize our revenues effectively and affec

270、t the value of yourinvestment.”on page 48 of this prospectus.Cash dividends,if any,on our Class A Ordinary Shares will be paid in USD.Ifwe are considered a PRC tax resident enterprise for tax purposes,any dividends wepay to our overseas shareholders may be regarded as China-sourced income and,as are

271、sult,may be subject to PRC withholding tax at a rate of up to 10%.In order for us to pay dividends to our shareholders,we may rely on paymentsmade from Guangzhou Sanyi Network and Guangzhou 3E Network and the distribution ofsuch payments to HK 3e Network as dividends from Guangzhou Sanyi Network and

272、Guangzhou 3E Network.Certain payments as dividends from Guangzhou Sanyi Networkand Guangzhou 3E Network to HK 3e Network are subject to PRC taxes,includingwithholding taxes.Pursuant to the Arrangement between the Mainland China and the Hong KongSpecial Administrative Region for the Avoidance of Doub

273、le Taxation and thePrevention of Fiscal Evasion with respect to Taxes on Income,or the ComprehensiveDouble Taxation Arrangement,dividends paid by a PRC company to a Hong Kongresident enterprise may be taxed in accordance with the laws of the PRC and therate of the tax so charged,in 2 tiers,may be lo

274、wered from 10%to 5%of the grossamount of the dividends if the HongKong resident enterprise(being the beneficialowner of7Table of Contentsthe dividends)directly owns no less than 25%of the capital of the PRC company.However,the 5%withholding tax rate does not automatically apply and certainrequiremen

275、ts must be satisfied,including without limitation that(a)theHong Kong company must be the beneficial owner of the relevant dividends;and(b)the HongKong company must directly hold no less than 25%of share ownershipin the PRC company during the twelve(12)consecutivemonths preceding its receiptof the d

276、ividends.In current practice,a Hong Kong company must obtain a taxresident certificate(i.e.a Certificate of Hong Kong Resident Status)from theHongKong tax authority to apply for the 5%lower PRC withholding tax rate.As theHongKong tax authority will issue such a tax resident certificate on a case-by-

277、case basis,we cannot assure you that we will be able to obtain the tax residentcertificate from the relevant HongKong tax authority and enjoy the preferentialwithholding tax rate of 5%under the Comprehensive Double Taxation Arrangement withrespect to dividends to be paid by our PRC subsidiaries to t

278、heir immediate holdingcompany,HK 3e Network.As of the date of this prospectus,we have not applied forthe tax resident certificate from the relevant Hong Kong tax authority.HK 3eNetwork intends to apply for the tax resident certificate when Guangzhou SanyiNetwork and Guangzhou 3E Network plan to decl

279、are and pay dividends to HK 3eNetwork.See“Risk FactorsRisks Related to Doing Business in ChinaWeface uncertainty regarding the PRC tax reporting obligations and consequences forcertain indirect transfers of the stock of our operating company”on page 45 ofthis prospectus.Industry OverviewThe PRC soft

280、ware and information technology service industry(“SoftwareIndustry”)displayed a steady development trend in 2023.Statistics from theOperation Monitoring and Coordination Bureau of the PRC Ministry of Industry andInformation Technology(the“MIIT”)shows that in 2023,total revenue of theindustry surpass

281、ed RMB12trillion with profitability remaining steady and exportcontinuing to grow.More than 380,000 companies in the Software Industry reachedthe milestone of receiving more than RMB5 million in revenue for their coreoperations in 2023.Total revenue from the Software Industry wasRMB12,325.8billion,a

282、 year-on-year increase of 13.4%,the growth rate went up by2.2%when compared with that of 2022.The total profit of the Software Industry wasRMB1,459.1 billion in 2023,a year-on-year increase of 13.6%.Compared against2022,the rate of increase went up by 7.9%and the profit ratio of the mainbusiness of

283、surveyed companies in the industry increased by 0.1%to 9.2%.Exportsales of Software Industry amounted to USD51.42billion,a decrease of 3.6%year-on-year,but was 5.4%higher than the growth rate in 2022,according to the MIIT.In 2023,the domestic revenues from the sales of software products,ITservices,i

284、nformation security products and services,and embedded system softwarewere RMB2,903billion,RMB8,122.6billion,RMB223.2billion andRMB1,077billion,respectively.There are several factors driving the overall growth of Chinas IT servicesindustry,including the growth of Chinas economy and domestic demand f

285、or ITservices,the strategic importance of China as a target market for globalcustomers,strong offshore outsourcing demand,availability of low-cost qualifiedIT professionals with global and regional language skills,well-developedinfrastructure in China and strong government support and spending.We be

286、lieve thatthe market development trends include a growing emphasis on big data services,innovation in channel solutions,risk management and prevention and more customer-oriented services.With our technical expertise,we believe that we are wellpositioned to capture the market opportunities in the IT

287、services industry inChina.TheCOVID-19pandemic has affected every industry,and has disrupted trade,supply chains,work and business models,employment and consumer behaviors.Thepandemic presents both challenges and opportunities.During thepandemic,companiesacross the world had to accelerate their digit

288、al transformation initiatives toaddress these disruptions and secure their businesses.While some companies havenow set up advanced business continuity measures,others have embarked on newinnovative services and products.As companies focused on protecting employees fromthe pandemic,technology enabled

289、 a seamless transition to remote working byshifting to digital channels and digital customer engagement models.Various stayat home orders resulted in large scale adoption of models such as buy-online-pickup-in-storein retail,tele-medicine and virtual care in healthcare,touchlessexperiences in financ

290、e and virtual solutions for online learning.This has resultedin increased technology spending by our customers.Global IT service providersoffer a range of end-to-end software development,digital services,IT businesssolutions,research and development services,technology infrastructure services,busine

291、ss process services,consulting and related support functions.By adapting tothe wider trend of digitization and increased demand for software solutions forbusiness functions,we are uniquely positioned to unlock opportunities in the ITservice sector.8Table of ContentsCompetitive StrengthsWe believe th

292、at our competitive strengths that distinguishes us from ourcompetitors and contributes to our success include the following:the breadth and depth of our expertise in the exhibition business andproperty management business,the complete solution approach and the quality of the service we offer,our mar

293、ket reputation and track record,andour marketing and selling skills.Growth StrategyWe have developed and intend to implement the following strategies to expandand grow our Company:Maintain our relationship with existing and new customers and pursueadditional revenue opportunities from them.Continue

294、to invest in research and development,deepen domain expertiseand develop specific solutions for target industry verticals.Continue to invest in training and development of our human capital base.Marketing and SalesWe target to become the primary provider of IT services and software for eachof our cu

295、stomers.We seek to acquire new account relationships through face-to-facefield sales,and targeted direct marketing to increase awareness of our solutions.Our product design team is also our main sales team as they can better explain thesalient features of our products to our potential customers.Most

296、 of our potentialcustomers have their IT expert on their team and prefer a more technical salespresentation.We also specifically target small and medium-sized enterprisecompanies in the exhibition industry and property management industry,primarily inPRC.In the property management sector,our managem

297、ent team can leverage theirexperience in the sector to pitch and customize our software solutions to potentialclients.We often receive referrals from existing clients for potentialopportunities.We may also submit pitches to potential clients directly.Inparticular,our Co-CEO,Mr.Ye Taos past service a

298、s a senior executive for TimesChina Holdings Limited provides us with unique insight on developing and tailoringour product offerings to property management companies.For each case,our salessupport and technical sales personnel work closely with the potential client inunderstanding their needs,propo

299、se and present a demo system in the business pitch,and continuously engage with the client to identify the optimal solutions.In the exhibition and conference sector,we rely on our long-standingrelationships with our key clients in the sector,such as Canton Fair AdvertisingCo.Ltd.,to develop new oppo

300、rtunities.For example,we are a panel supplier asmall group of pre-qualified suppliers who maintain long-standing relationshipswith the selecting client for Canton Fair Advertising Co.Ltd.,and have been along-time collaborator with various projects with the company.As exhibitionorganizers like Canton

301、 Fair Advertising Co.Ltd.and the China International Smalland Medium Enterprises Fair(“CISMEF”)often organize various exhibitions andconferences throughout the region and country at various locations and differenttime of the year,we have the opportunity to pitch and potentially serve as avendor for

302、various exhibitions over the year.If the exhibitions are government-run,we may go through a formal bid process for government contracts.For eachexhibition where we serve as a vendor,we have the opportunities to develop workingrelationships with the exhibitors who may use or see our software or servi

303、ces anddevelop further relationships and potential projects.As we build our brand in thesector with our services,we have developed a reputation for providing quality,customized exhibition and conferencing solutions for exhibitions of different sizesor needs.For both property management and exhibitio

304、n and conference solutions,ourpricing structure is primarily based on our estimated work hours and numbers ofpersonnel needed for completing the project.Based on the information and request,we provide an internal estimate for the numbers of hours and number of personnelneeded for each project,calcul

305、ate using our internal hourly baseline rates,andfinally adjust the overall price based on relationship and competitiveconsiderations.9Table of ContentsIn the solar energy space,we establish ourselves by participating inexhibitions and fairs to showcase our products,and use contacts at forums andindu

306、strial groups to develop relationships with potential clients and discusscollaborating opportunities.For products in this sector,we offer bothstandardized and customized software solutions,with our standardized productpriced based on the power-generation capacity a client manages,and our customizedp

307、roduct priced using a base price and a sliding price scale based on numbers ofunits a solar power stations the client will need to manage.We have an integrated marketing team with our sales support and technical salespersonnel working closely to support our marketing functions.Our technical salestea

308、m is essentially part of our product and technology development teams,withpersonnel supporting each pitch on an ad-hoc basis.They work closely withpotential clients to identify the needs,provide suggested solutions and showcasedemo products to potential clients.The technical sales team is further su

309、pportedby one sale support personnel,providing support services to our technical salesteam in compiling pitch materials and providing technical onboarding and trainingfor customers.Our Revenue ModelWe generate revenues through software development services,exhibition andconference services and hardw

310、are sales.For the years ended June 30,2024 andJune30,2023,we recognized approximately$4,561,963 and$1,671,351,respectively,in revenues,with the revenue streams from the three segments accounted for 99.25%,0.74%and 0.01%,respectively,for the year ended June 30,2024,and 98.6%,1.4%and nil,respectively,

311、for the year ended June 30,2023.CompetitionThe market for IT services is highly competitive and we expect the competitionto intensify.We believe that the principal factors in our markets are industryexpertise,breadth and depth of service offerings,quality of the services offered,reputation and track

312、 record,marketing skills and price.Domestically,we facecompetition from the following major competitors:Eastfair Technology CompanyLimited,Shanghai Tonggao Information and Technology Company Limited,Shenzhen JeezTechnology Co Ltd.,and Guangdong Cyberway Information and Technology CompanyLimited.Inte

313、rnationally,we face competition from the following major competitors:iChef Co.,Ltd.,Everywhere Limited,and Eats365 Inc.These competitors are alllarger companies and possess a considerable market share in IT services industry.While compared with above competitors,as an IT business solution provider,w

314、e havebeen focusing on delivering consulting and solutions services to companies in theexhibition industry and property management industry.Intellectual PropertyWe regard our trademarks,copyrights,patents,domain names,know-how,proprietary technologies,and similar intellectual property as critical to

315、 theirsuccess,and we rely on copyright,trademark and patent law in PRC,as well asconfidentiality procedures and contractual provisions with our employees,contractors and others to protect their proprietary rights.As of the date of this prospectus,the Company has registered 26 softwarecopyrights with

316、 the Copyright Protection Center of China,the national copyrightregistration agency supervised by the National Copyright Administration of China,and our registered copyrights include our property management system,Youzhan cloudexhibitor integrated service system,Global buyer relationship marketing s

317、ystem andYouzhan cloud intelligent data analysis system.Impacts ofCOVID-19On March11,2020,the World Health Organization declared COVID-19 a pandemic.The outbreak reached almost every country,resulting in the implementation ofsignificant governmental measures,including lockdowns,closures,quarantines,

318、andtravel bans,intended to control the spread of the virus.Companies were alsotaking precautions,such as requiring employees to work remotely,imposing travelrestrictions,and temporarily closing businesses.10Table of ContentsThe negative impacts of the COVID-19 pandemic on our business,financialcondi

319、tion,and results of operations include,but are not limited to,thefollowing:Temporary lockdown of business.In response to the COVID-19pandemic,PRC local government imposed restrictions on large-scalegathering activities in various places or imposed extra requirements onparticipants of such activities

320、 from time to time,which caused our PRCsubsidiaries to close the offices for several times from October toNovember 2022,temporarily.Lockdown measures were employed in closed andcontrol areas with reported COVID-19 cases.Starting from December2022,the uncertainty and risk associated with Chinas COVID

321、-19 policies andlockdown restrictions have been significantly mitigated.The Chinesegovernment unveiled a series of new COVID-related policies to loosen itszero-COVID policy and lifted the COVID prevention and control measures.However,the lasting impacts of these measures on economic recoveries,suppl

322、y chains and consumer behaviors continue to disrupt our operations.Limitations on our employees ability to work and travel.Resultingfrom the implementation of significant governmental measures in the PRC,including lockdowns,closures,quarantines,and travel bans from time totime,intended to control th

323、e spread of COVID-19,although therestrictions have been lifted in China since December 2022,ouremployees ability to work and travel in the PRC was adversely affectedand therefore the Companys ability to manageday-to-day operations andservice delivery was impaired.All of our Guangzhou employees were

324、testedpositive for COVID-19 in December2022 and were given sick leaves rangingfrom 5 to 10days,which disrupted production and increased costs.Limitations on in-person business activities.Customers temporarilyclosed their operations due to COVID-19 from time to time during 2020 to2022 because of the

325、significant governmental measures in the PRC.Duringthis period,many major exhibitions and conferences that we providedexhibition and conference services were either cancelled or postponed,andoffices and exhibition venues were closed.Although many businesses havereopened and more people travel and ta

326、ke on in-person meetings,theCompany cannot reasonably predict when the business activities can befully back to normal as to the level before the outbreak of COVID-19.Extended collection time.A few of our customers required additionaltime to pay us due to the negative business impact of the COVID-19p

327、andemic on them.Reduction of customers spending.The pandemic caused negativeimpact on the global economy,including the PRC,and severely interruptedour customers normal work and businesses,which negatively affected ourcustomers spending and investment in their businesses and caused them tobe more inc

328、lined to reduce expenditures and,in turn,affect our revenuesand operational results.Although none of our customers has terminatedtheir contracts with us to date,we cannot assure you that none will notdue to the pandemic.We have implemented the following measures and responses for the COVID-19pandemi

329、c:We ensure that we have available pandemic prevention materials(such asmasks,gloves,hand sanitizers and cleaning products).We take necessarycontrol measures according to governmental guidelines and regulations;We take necessary control measures according to governmental guidelinesand regulations;We

330、 encourage our employees to get COVID-19 vaccinations,if they aredeemed medically fit to do so;When returning personnel arrive at the Company for the first time,weimplement necessary quarantine and observation and restrict contact amongemployees.The PRC government began to modify its responses to th

331、e COVID-19 pandemic inlate 2022,and most of the travel restrictions and quarantine requirements werelifted in December2022.As of the date hereof,we have resumed normal operations.However,there remains significant uncertainties surrounding COVID-19,includingthe continued spread of existing and new va

332、riants of COVID-19,and its lastingeffect on issues ranging from supply chains,consumer prices,to economicconditions.The extent to which it may continue to affect our results of operationsmay be difficult to predict,as the resulting disruptions on our operations maycontinue extending over a prolonged

333、 period.11Table of ContentsSummary of Risk FactorsInvesting in our Class A Ordinary Shares involves significant risks.You shouldcarefully consider all of the information in this prospectus before making aninvestment in our Class A Ordinary Shares.Below please find a summary of theprincipal risks we face,organized under relevant headings.We face various legal and operational risks associated with h