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1、F-1/A 1 vc053_f1a.htm FORM F-1/A As filed with the U.S.Securities and Exchange Commission on January 15,2025.Registration No.333-269684 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 AMENDMENT NO.11 TOFORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 WEBUS INTERNATIO
2、NAL LIMITED(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands7389Not Applicable(State or other jurisdiction of(Primary Standard Industrial(I.R.S.Employerincorporation or organization)Classification Code Number)Identificati
3、on number)25/F,UK Center,EFC,Yuhang DistrictHangzhou,China 311121Tel:+86(571)58000026(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168(212)947-7200(Name,address,including
4、 zip code,and telephone number,including area code,of agent for service)Copies to:Fang Liu,Esq.Lawrence Venick,Esq.VCL Law LLPLoeb&Loeb LLP1945 Old Gallows Road2206-19 Jardine HouseSuite 2601 Connaught PlaceVienna,VA 22182Central,Hong Kong SAR(703)919-7285852-3923-1111 Approximate date of commenceme
5、nt of proposed sale to the public:as soon as practicable after the effective date of thisregistration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933,check the following box.x If
6、this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please checkthe following box and list the Securities Act registration statement number of the earlier effective registration statement for thesame offering.If this Form is a post-eff
7、ective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under
8、the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.E
9、merging growth company x If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuan
10、t to section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Boardto its Accounting Standards Codification after April 5,2012.The Registrant hereby amends this registration statement on such date
11、or dates as may be necessary to delay its effectivedate until the Registrant shall file a further amendment which specifically states that this registration statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act,as amended,or until the registrationstatement s
12、hall become effective on such date as the U.S.Securities and Exchange Commission,acting pursuant to saidSection 8(a)may determine.This Registration Statement contains two prospectuses,as set forth below.Public Offering Prospectus.A prospectus to be used for the public offering of 2,000,000 Ordinary
13、Shares of the Registrant(the“Public Offering Prospectus”)through the underwriter named on the cover page of the Public Offering Prospectus.Resale Prospectus.A prospectus to be used for the resale by the Selling Shareholders of up to 1,750,000 Ordinary Sharesof the Registrant(the“Resale Prospectus”).
14、The Resale Prospectus is substantively identical to the Public Offering Prospectus,except for the following principal points:they contain different outside and inside front covers and back covers;the Offering section in the Prospectus Summary section from the Public Offering Prospectus on page 18 is
15、 deleted andreplaced with a revised the Offering section on page Alt-1;the Use of Proceeds section from the Public Offering Prospectus on page 63 is deleted and replaced with a revised the Useof Proceeds section on page Alt-4;a Selling Shareholder section is included in the Resale Prospectus on page
16、 Alt-1;the Underwriting section from the Public Offering Prospectus on page 146 is deleted and replaced with a SellingShareholders Plan of Distribution section on page Alt-2;and the Legal Matters section from the Public Offering Prospectus on page 154 is deleted and replaced with a revised the Legal
17、Matters section on page Alt-4.The Registrant has included in this Registration Statement a set of alternate pages after the back-cover page of the Public OfferingProspectus(the“Alternate Pages”)to reflect the foregoing differences in the Resale Prospectus as compared to the Public OfferingProspectus
18、.The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by theRegistrant and the Selling Shareholders.The Resale Prospectus will be substantively identical to the Public Offering Prospectusexcept for the addition or substitution of the Alternate Page
19、s and will be used for the resale offering by the Selling Shareholders.The information in this preliminary prospectus is not complete and may be changed.We may not sell these securities untilthe registration statement filed with the Securities and Exchange Commission is effective.This preliminary pr
20、ospectus isnot an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offeror sale is not permitted.PRELIMINARY PROSPECTUS(Subject to Completion)Dated January 15,2025 2,000,000 Ordinary Shares WEBUS INTERNATIONAL LIMITED This is the i
21、nitial public offering of the Ordinary Shares of Webus International Limited,a Cayman Islands exempted company.Weare offering 2,000,000 Ordinary Shares,par value$0.0001 per share(the“Ordinary Shares”),on a firm commitment basis,and weexpect the initial public offering price of the Ordinary Shares to
22、 be between$4.00 and$5.00 per share.Currently,no public marketexists for our Ordinary Shares.We have applied to have our Ordinary Shares listed on the Nasdaq Capital Market(“Nasdaq”)under the symbol“WETO.”We will not complete this offering unless we are so listed.We are an“emerging growth company,”a
23、s that term is used in the Jumpstarts Our Business Startups Act of 2012 and will be subjectto reduced public company reporting requirements.We are,and following the completion of this offering,will continue to be a“controlled company”as defined under the NasdaqStock Market Rules because Mr.Zheng Jia
24、hua,the chairman of our board of directors and his son,Mr.Zheng Nan our chiefexecutive officer,will beneficially own 74.09%of our then issued and outstanding Ordinary Shares,assuming the underwriter doesnot exercise its over-allotment option.Therefore,we may elect not to comply with certain corporat
25、e governance requirements ofNasdaq.Currently,we do not plan to utilize the“controlled company”exemptions with respect to our corporate governancepractice after we complete this offering.On March 10,2023,we issued an aggregate of 30,000,000 Ordinary Shares to each of the existing shareholders on a pr
26、o-rata basis.The additional issuance increased the number of issued and outstanding Ordinary Shares from 5,000,000 Ordinary Shares to35,000,000 Ordinary Shares.On October 31,2024,we effected the below recapitalization:a reverse share split through the repurchase of 15,000,000 shares at$0.0001 per sh
27、are from all shareholders(Reverse Share Split),that is,approximately 43%of ordinary shares was repurchasedfrom every shareholder(with the fractional shares rounding off to the nearest whole share).The Reverse Share Split had no effecton any shareholders proportionate equity interest.The par value re
28、mained at$0.0001 per share following the Reverse Share Split,and the number of our issued and outstanding ordinary shares was reduced to 20,000,000 shares.As a result,the aggregate parvalue of the outstanding ordinary shares reduced,with the aggregate share subscription receivable correspondingly re
29、duced.TheReverse Share Split has no effect on our total shareholders equity.Investing in our Ordinary Shares is highly speculative and involves a significant degree of risk.See“Risk Factors”beginning on page 26 of this prospectus for a discussion of information that should be considered before makin
30、g a decisionto purchase our Ordinary Shares.Webus International Limited(“Webus”,“we”,or the“Company”)is a Cayman Islands exempted company without any operationand our operations are conducted by(1)our wholly owned subsidiary Wetour Travel Tech,LLC in the United States;and(2)through 50%equity interes
31、t held by Zhejiang Xinjieni Technology Co.,Ltd.(“WFOE”)in Zhejiang Youba Technology Co.,Ltd.,alimited liability company established under PRC law(the“VIE”or“Youba Tech”)and as beneficiary of the remaining 50%interests in Youba Tech through contractual arrangements with Youba Tech and Individual Regi
32、stered Shareholders(“50%VIEInterests”).VIE interests are not considered as equal to equity interest and,this structure involves unique risks to investors.See“Risk Factors Risks Related to Doing Business in China Risks Related to Doing Business in China Changes in Chinaseconomic,political or social c
33、onditions or government policies could have a material adverse effect on our business and results ofoperations;Uncertainties and quick change in the interpretation and enforcement of Chinese laws and regulations with littleadvance notice could result in a material and negative impact our business op
34、eration,decrease the value of our ordinary sharesand limit the legal protections available to us;and The Chinese legal system embodies uncertainties which could negativelyaffect our listing on Nasdaq and limit the legal protections available to you and us.”In addition,the VIE is consolidated for acc
35、ounting purpose only and Webus owns 50%equity interests and 50%VIE Interests inthe VIE.Webus is not a Chinese operating company and does not conduct operations directly.PRC laws,regulations,and rulesrestrict and impose conditions on foreign investment in certain types of business,including value add
36、ed telecommunicationbusiness,and we therefore operate these businesses in China through the VIE structure which provides investors with exposure toforeign investment in the Chinese operating companies where foreign investors are restricted by Chinese law from holding morethan 50%equity interests in
37、the operating companies.For a summary of these contractual arrangements,see“Corporate Historyand Structure Contractual Arrangements with the VIE and Individual Registered Shareholders.”Investors are purchasing equityinterests in Webus,the Cayman Islands exempted company,and are not purchasing,and ma
38、y never directly hold,equity interests inthe VIE.As used in this prospectus,“we,”“us,”or“our”refers to Webus and its subsidiaries and do not include the VIE and itssubsidiary.Our corporate structure is subject to risks relating to our contractual arrangements with the VIE and its individual sharehol
39、ders.Such contractual arrangements have not been tested in any of the PRC courts.There are substantial uncertainties regarding theinterpretation and application of current and future PRC laws,regulations,and rules relating to these contractual arrangements.Ifthe PRC government finds these contractua
40、l arrangements non-compliant with the restrictions on direct foreign investment in therelevant industries,or if the relevant PRC laws,regulations,and rules or the interpretation thereof change in the future,we could besubject to severe penalties or be forced to relinquish our interests in the VIE or
41、 forfeit our rights under the contractualarrangements.Webus and investors in the Ordinary Shares face uncertainty about potential future actions by the PRC government,which could affect the enforceability of our contractual arrangements with the VIE and,consequently,significantly affect thefinancial
42、 condition and results of operations of Webus.If we are unable to claim our right to control the assets of the VIE,theOrdinary Shares may decline in value as we hold 50%equity interests and 50%VIE Interests in the VIE.The PRC governmentcould even disallow the VIE structure completely,which would lik
43、ely result in a material adverse change in our operations and theOrdinary Shares may significantly decline in value.See“Risk Factors Risks Related to Corporate Structure.”There are legal and operational risks associated with being based in and having all operations in China through the VIE structure
44、.The Chinese government took regulatory actions on certain U.S.listed Chinese companies and made statement that it will exertmore oversight and control over offerings and listings by Chinese companies that are conducted overseas,such as those related tothe use of variable interest entities and data
45、security or anti-monopoly concerns.The VIE and its PRC subsidiary are located inChina,and are subject to complex and evolving PRC laws and regulations.For example,we face regulatory risks relating to listingsin the U.S.,oversight on cybersecurity and data privacy.On July 6,2021,the General Office of
46、 the Communist Party of China Central Committee and the General Office of the StateCouncil jointly issued an announcement to crack down on illegal activities in the securities market and promote the high-qualitydevelopment of the capital market,which,among other things,requires the relevant governme
47、ntal authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,to enhance supervision over China-based companies listed overseas,and to establish and improve the system of extraterritorial application of the PRC securities laws.On December 28,2021,Cybersecurity Rev
48、iew Measures was published by Cyberspace Administration of China(the“CAC”),National Development andReform Commission,Ministry of Industry and Information Technology,Ministry of Public Security,Ministry of State Security,Ministry of Finance(the“MOF”),Ministry of Commerce,Peoples Bank of China,State A
49、dministration of Radio and Television,China Securities Regulatory Commission,State Secrecy Administration and State Cryptography Administration,became effectiveon February 15,2022,which provides that,Critical Information Infrastructure Operators(“CIIOs”)that purchase internet productsand services an
50、d Data Processing Operators(“DPOs”)engaging in data processing activities that affect or may affect nationalsecurity shall be subject to the cybersecurity review by the Cybersecurity Review Office.On November 14,2021,CAC publishedthe Administration Measures for Cyber Data Security(Draft for Public C
51、omments),or the“Cyber Data Security Measure(Draft)”,which requires cyberspace operators with personal information of more than one million users who want to list abroad to file acybersecurity review with the Office of Cybersecurity Review.As of the date of this prospectus,these new laws and guidelin
52、eshave not impacted the Companys ability to conduct its business,accept foreign investments,or list and trade on a U.S.or otherforeign exchange as the VIE and its PRC subsidiary hold far less than one million users personal information.The VIE and its PRCsubsidiary provide customized car rental serv
53、ices and travel-related services and we believe the new data security or anti-monopolylaws and regulations in China do not apply to the Company,its subsidiaries,the VIE and its PRC subsidiary.However,any changein foreign investment regulations,and other policies in China or related enforcement actio
54、ns by China government could result in amaterial change in the operations of the VIE and its PRC subsidiary and the value of our Ordinary Shares and could significantlylimit our ability to offer our Ordinary Shares to investors or cause the value of our Ordinary Shares to significantly decline.On Fe
55、bruary 17,2023,the China Securities Regulatory Commission(the“CSRC”)released the Trial Administrative Measures ofOverseas Securities Offering and Listing by Domestic Enterprises(the“New Overseas Listing Rules”)with five interpretiveguidelines,which came into effect on March 31,2023.The New Overseas
56、Listing Rules require Chinese domestic enterprises tocomplete filings with relevant governmental authorities and report related information under certain circumstances,such as:a)anissuer making an application for initial public offering and listing in an overseas market;b)an issuer making a subseque
57、nt overseassecurities offering after having been listed on an overseas market;c)a domestic company seeking an overseas direct or indirectlisting of its assets through single or multiple acquisition(s),share swap,transfer of shares or other means.According to the Noticeon Arrangements for Overseas Se
58、curities Offering and Listing by Domestic Enterprises,published by the CSRC on February 17,2023,a company that(i)has already completed overseas listing or(ii)has already obtained the approval for the offering or listingfrom overseas securities regulators or exchanges but has not completed such offer
59、ing or listing before effective date of the newrules and also completes the offering or listing before September 30,2023 will be considered as an existing listed company and isnot required to make any filing until it conducts a new offering in the future.For the company that has already submitted of
60、feringand listing applications but not yet obtained the approvals from overseas securities regulators or exchanges shall choose to make itsfiling with the CSRC at a reasonable time but before the completion of the offering/listing.For the company that has alreadyobtained CSRC approval for overseas l
61、isting or offering can continue its process during the valid term of the CSRC approvalwithout additional filing and it shall make the filing pursuant to the new rules if it does not complete the offering or listing beforethe expiration of the original approval from CSRC.On February 24,2023,the CSRC,
62、MOF,National Administration of State Secrets Protection and National Archives Administrationof China jointly issued the Provisions on Strengthening the Confidentiality and Archive Management Work Relating to theOverseas Securities Offering and Listing,or the Confidentiality Provisions,which came int
63、o effect on March 31,2023 with theNew Overseas Listing Rules.The Confidentiality Provisions require that,among other things,(a)a domestic company that plans to,either directly or through its overseas listed entity,publicly disclose or provide to relevant individuals or entities includingsecurities c
64、ompanies,securities service providers and overseas regulators,any documents and materials that contain state secrets orworking secrets of government agencies,shall first obtain approval from competent authorities according to law,and file with thesecrecy administrative department at the same level;a
65、nd(b)domestic company that plans to,either directly or through its overseaslisted entity,publicly disclose or provide to relevant individuals and entities including securities companies,securities serviceproviders and overseas regulators,any other documents and materials that,if leaked,will be detri
66、mental to national security orpublic interest,shall strictly fulfill relevant procedures stipulated by applicable national regulations.Any overseas offering and listing made by an issuer that meets both the following conditions will be determined as indirect offeringand listing in overseas market an
67、d,therefore,be subject to filing requirement:(i)50%or more of the issuers operating revenue,total profit,total assets or net assets as documented in its audited consolidated financial statements for the most recent accountingyear is accounted for by domestic companies;and(ii)the main parts of the is
68、suers business activities are conducted in theMainland China,or its main places of business are located in the Mainland China,or the senior managers in charge of its businessoperation and management are mostly Chinese citizens or domiciled in the Mainland China.The determination as to whether or not
69、an overseas offering and listing by domestic companies is indirect,shall be made on substance over form basis.As of the date ofthis prospectus,we meet the conditions that will be determined as indirect offering and listing in overseas market and,based onAllBrights advice,we are subject to filing req
70、uirement pursuant to the New Overseas Listing Rules,and,this offering and ourlisting on Nasdaq are therefore contingent on the completion of the filing procedures with the CSRC prior to our listing on Nasdaq.As we are required to file with the CSRC before the completion of this offering and may be r
71、equired to obtain approval from anyother PRC governmental authorities,if we cannot complete the filing with the CSRC in compliance with the New Overseas ListingRules prior to our listing on Nasdaq,the CSRC may order rectification,issue warnings,and impose a fine between RMB1 millionand RMB10 million
72、 on our PRC Subsidiaries,which could adversely and materially affect our business operations and financialoutlook,and significantly limit or completely hinder our ability to offer or continue to offer our ordinary shares to investors andcould cause the value of our ordinary shares to significantly d
73、ecline or such shares to become worthless.Webus submitted the filingdocuments for the filing under the New Overseas Listing Rules(the“Filing Documents”)to comply with our obligations under theNew Overseas Listing Rules.On April 2,2024,the CSRC informed us that we have completed the CSRC filing in co
74、mpliance withthe New Overseas Listing Rules.Uncertainties in the PRC legal system and the interpretation and enforcement of PRC laws and regulations could limit the legalprotection available to you and us,hinder our ability to offer or continue to offer our Ordinary Shares,result in a material adver
75、seeffect on our business operations,and damage our reputation,which might further cause our Ordinary Shares to significantlydecline in value.See“Risk Factors Risks Related to Doing Business in China.”Our auditor,Marcum Asia CPAs LLP(formerly Marcum Bernstein&Pinchuk LLP),an independent registered pu
76、blic accountingfirm headquartered in the United States,was not included in the determinations made by the Public Company Accounting OversightBoard(United States),or the PCAOB,on December 16,2021.Additionally,on August 26,2022,the PCAOB announced that it hadsigned a Statement of Protocol(the“Protocol
77、”)with the CSRC and the MOF governing inspections and investigations of auditfirms based in mainland China and Hong Kong.On December 15,2022,the PCAOB determined that the PCAOB was able tosecure complete access to inspect and investigate registered public accounting firms headquartered in mainland C
78、hina and HongKong and voted to vacate its previous determinations to the contrary.On December 29,2022,legislation entitled“ConsolidatedAppropriations Act,2023”(the“Consolidated Appropriations Act”)was signed into law.The Consolidated Appropriations Actcontained,among other things,an identical provis
79、ion to HFCAA,which reduces the number of consecutive non-inspection yearsrequired for triggering the prohibitions under the HFCAA from three years to two.Our auditor is subject to laws in the UnitedStates pursuant to which the PCAOB conducts regular inspections to assess its compliance with the appl
80、icable professionalstandards.As a result,we do not expect to be identified as a“Commission-Identified Issuer”under the HFCAA as of the date of thisprospectus.However,whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction ofPCAOB-registered public acc
81、ounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and dependson a number of factors out of our,and our auditors,control,including positions taken by authorities of the PRC.The PCAOB isexpected to continue to demand complete access to inspections and investigations
82、 against accounting firms headquartered inmainland China and Hong Kong in the future and has resumed regular inspections since March 2023.The PCAOB is requiredunder the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate completelyaccounting firm
83、s based in the mainland China and Hong Kong.The possibility of being a“Commission-Identified Issuer”and riskof delisting could continue to adversely affect the trading price of our securities.Should the PCAOB again encounter impedimentsto inspections and investigations in mainland China or Hong Kong
84、 as a result of positions taken by any authority in eitherjurisdiction,the PCAOB will make determinations under the HFCAA as and when appropriate.Although we believe that theHolding Foreign Companies Accountable Act and the related regulations do not currently affect us,we cannot assure you that the
85、rewill not be any further implementations and interpretations of the Holding Foreign Companies Accountable Act or the relatedregulations,which might pose regulatory risks to and impose restrictions on us because of our operations in mainland China.The VIE and its PRC subsidiary mainly conduct design
86、,marketing,operation,and research and development activities in China,and we hold 50%equity interests and 50%VIE Interests in the VIE.As a result,almost all of the sales revenues are received by theVIE and its PRC subsidiary.Transfers of funds among the WFOE,the VIE and its PRC subsidiary are free o
87、f restrictions.Remittances of funds from the WFOE,the VIE and its PRC subsidiary to Webus are subject to review and conversion of RenminbiYuan(“RMB”)to U.S.Dollar(“$”)through banks in China,which represents the State Administration of Foreign Exchange(“SAFE”)to monitor foreign exchange activities.Un
88、der the existing PRC foreign exchange regulations,payments of currentaccount items,such as profit distributions and trade and service-related foreign exchange transactions,can be made in foreigncurrencies without prior approval from SAFE by complying with certain procedural requirements with the ban
89、ks.We have notdeclared or paid dividends in the past,nor any dividends or distributions were made by subsidiaries to us.Furthermore,as of thedate of this prospectus,no transfers,dividends,or distributions have been made among us,our subsidiaries,and the VIE and itssubsidiary.Our board of directors h
90、as complete discretion on whether to distribute dividends,subject to applicable laws.Currently,we do not have any current plan to declare or pay any cash dividends to the U.S.investors in the foreseeable future after thisoffering,or settle amounts owed to our agreements,including the VIE agreements,
91、except to the agreements entered under normalbusiness operation as discussed hereof.See“VIE Consolidation Schedule”and“Note 14 Condensed financial information of theparent company Condensed statements of cash flows”in our financial statements appearing elsewhere in this prospectus.Pleasealso refer t
92、o“Dividend Policy”on page 64.The cash transfer among us and our subsidiaries is intended to be made throughdividends,capital contributions or intercompany loans between the holding company and its subsidiaries,if needed in the future.Funds may be paid by the VIE and its subsidiary to the WFOE as ser
93、vice fees according to the VIE agreements.The WFOE mayremit cash to the VIE subject to review and conversion of RMB to U.S.Dollars through WFOEs bank in China.As of the date ofthis prospectus,none of our subsidiaries has made any dividend payment or distribution to the holding company,and we have no
94、tmade any dividends or distributions to U.S.investors.No cash generated from one subsidiary is used to fund another subsidiarysoperations,and we do not anticipate any difficulties or limitations on our ability to transfer cash between us and our subsidiariesoutside mainland China.However,the transfe
95、r of cash in and out of mainland China is subject to review and procedures accordingto the requirements of the SAFE.Other than discussed above,we dont have any cash management policies that dictate the amountof such funding among the Group and the VIE and its subsidiary.Neither the Securities and Ex
96、change Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus.Any representation to the contrary is a criminaloffense.Per Share TotalWithoutOver-AllotmentOption TotalWith FullExercise ofOver-AllotmentOp
97、tionPublic offering price$Underwriting discount(1)$Proceeds to us,before expenses(2)$(1)Represents underwriting discounts equal to 8%per Ordinary Share.(2)In addition to the underwriting discounts listed above,we have agreed to issue,upon closing of this offering,warrants toAlexander Capital,L.P.,as
98、 representative of the several underwriters (the“Representative”),for a five-year period after thedate of commencement of sales of Ordinary Shares in this offering,entitling the Representative to purchase 7%of the totalnumber of Ordinary Shares sold in this offering(including any Ordinary Shares sol
99、d as a result of the exercise of theunderwriters over-allotment option)at a per share price equal to 125%of the public offering price(the“RepresentativesWarrants”).The registration statement of which this prospectus is a part also covers the Representatives Warrants and theOrdinary Shares issuable u
100、pon the exercise thereof.See“Underwriting”for additional information regarding total underwritercompensation.We have granted the underwriters an option for a period of 45 days from the date of this prospectus to purchase up to 15%of thetotal number of our Ordinary Shares to be offered by us pursuant
101、 to this offering(excluding shares subject to this option),solely forthe purpose of covering over-allotments,at the initial public offering price less the underwriting discount.This offering is being conducted on a firm commitment basis.The underwriter is obligated to take and pay for all of the sha
102、res ifany such shares are taken.The total underwriting discounts and commissions payable will be$640,000 based on an assumedoffering price of$4.00 per share,which is the lower end of the range set forth on the cover page of this prospectus,and the totalgross proceeds to us,before expenses and underw
103、riting discounts and commissions,will be$8.00 million,assuming the underwriterdoes not exercise its over-allotment option.If we complete this offering,net proceeds will be delivered to our company on theclosing date.The underwriter expects to deliver the Ordinary Shares against payment as set forth
104、under“Underwriting”,on or about,2025.The date of this prospectus is,2025 About this Prospectus This prospectus is part of a registration statement we filed with the SEC.We and the underwriter have not authorized anyone toprovide any information or to make any representations other than those contain
105、ed in this prospectus or in any free writingprospectuses prepared by us or on our behalf or to which we have referred you.We take no responsibility for,and can provide noassurance as to the reliability of,any other information that others may give you.This prospectus is an offer to sell only theOrdi
106、nary Shares offered hereby,but only under circumstances and in jurisdictions where it is lawful to do so.We are not making anoffer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or saleis not qualified to do so or to any per
107、son to whom it is not permitted to make such offer or sale.The information contained in thisprospectus is current only as of the date on the front cover of the prospectus.Our business,financial condition,results of operationsand prospects may have changed since that date.Other Pertinent Information
108、Unless otherwise indicated or the context requires otherwise,references in this prospectus to:A&R memorandum and articles of association are to the second amended and restated memorandum and articles ofassociation of Webus to be adopted upon effectiveness of this prospectus;“China”or“PRC”are to the
109、Peoples Republic of China,including Hong Kong and Macau;however the only time suchjurisdictions are not included in the definition of PRC and China is when we reference to the specific laws that have beenadopted by the PRC.The term“Chinese”has a correlative meaning for the purpose of this prospectus
110、;“Ordinary Shares”are to our Ordinary Shares,par value$0.0001 per share;“Webus,”“we,”“us,”“our,”“the holding company,”or the“Company”are to the registrant Webus International Limited.,an exempted company incorporated under the laws of the Cayman Islands;“Youbus International”is to Youbus Internation
111、al Limited,a company formed under the laws of British Virgin Islands anda wholly-owned subsidiary of Webus;“Webus HK”is to Webus Hongkong Limited.,a company formed under the laws of Hong Kong and a wholly-ownedsubsidiary of Youbus International;“WFOE”or“Xinjieni Tech”are to Zhejiang Xinjieni Technol
112、ogy Co.,Ltd.,a company formed under the laws of the PRCand a wholly owned subsidiary of Webus HK;“Youba Tech”or“VIE”are to Zhejiang Youba Technology Co.,Ltd.,a company organized under the laws of the PRC andthe operating entity which has entered into the VIE Agreement with WFOE;“Individual Registere
113、d Shareholders”are to Zheng Jiahua and Wu Chunyun who collectively hold 50%of the equityinterest of Youba Tech;“VIE and its subsidiary”are to Youba Tech and Webus Travel Agency;“Webus Travel Agency”is to Hangzhou Webus Travel Agency Co.,Ltd.,a company formed under the PRC and a whollyowned subsidiar
114、y of Youba Tech;“Wetour”is to Wetour Travel Tech,LLC,a Delaware company and a wholly-owned subsidiary of Webus;“shares”,“Shares”or“Ordinary Shares”as of the date hereof refer to our Ordinary Shares,par value$0.0001 per share;The“Group”is to Webus,Youbus International,Webus HK,and the WFOE,as a group
115、;“RMB”or“”are to the legal currency of China;and“$”,“US$”,“USD”or“U.S.Dollars”are to the legal currency of the United States.A significant portion of our business is conducted by Youba Tech,the VIE in the PRC,and its subsidiary Webus Travel Agency,using Chinese yuan(the“RMB”),the legal currency of m
116、ainland China.Our consolidated financial statements are presented inRMB.The amounts for the fiscal years ended June 30,2023 and 2024 are presented in U.S.dollars for convenience purpose.Thesedollar references are based on the exchange rate of RMB to United States dollars,determined as of a specific
117、date or for a specificperiod.Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of United Statesdollars which may result in an increase or decrease in the amount of our obligations and the value of our assets,including accountsreceivable.For t
118、he sake of clarity,this prospectus follows the Chinese naming convention of last name followed by first name.For example,the name of our Chairman will be presented as“Zheng Jiahua”.i TABLE OF CONTENTS PagePROSPECTUS SUMMARY1SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA 19RISK FACTORS26SPECIAL NO
119、TE REGARDING FORWARD-LOOKING STATEMENTS62USE OF PROCEEDS63DIVIDEND POLICY64CAPITALIZATION65DILUTION66EXCHANGE RATE INFORMATION67ENFORCEABILITY OF CIVIL LIABILITIES68CORPORATE HISTORY AND STRUCTURE70MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS75OUR INDUSTRY89OU
120、R BUSINESS97REGULATIONS108MANAGEMENT120PRINCIPAL SHAREHOLDERS126RELATED PARTY TRANSACTIONS127DESCRIPTION OF SHARE CAPITAL128SHARES ELIGIBLE FOR FUTURE SALE138TAXATION140UNDERWRITING146EXPENSES RELATING TO THIS OFFERING154LEGAL MATTERS154EXPERTS154WHERE YOU CAN FIND ADDITIONAL INFORMATION155INDEX TO
121、CONSOLIDATED FINANCIAL STATEMENTSF-1 You should rely only on the information contained in this prospectus or in any related free writing prospectus.We have notauthorized anyone to provide you with information different from that contained in this prospectus or any free writing prospectus.We are offe
122、ring to sell,and seeking offers to buy,the Ordinary Shares only in jurisdictions where offers and sales are permitted.The information contained in this prospectus is current only as of the date of this prospectus,regardless of the time of delivery ofthis prospectus or of any sale of the Ordinary Sha
123、res.ii PROSPECTUS SUMMARY This summary highlights certain information contained elsewhere in this prospectus.You should read the entireprospectus carefully,including our financial statements and related notes and the risks described under“Risk Factors”beginning on page 26.We note that our actual res
124、ults and future events may differ significantly based upon a number offactors.The reader should not put undue reliance on the forward-looking statements in this document,which speak only as of thedate on the cover of this prospectus.This prospectus contains information from an industry report commis
125、sioned by us andprepared by Shenzhen Zero Power Intelligence Co.,Ltd.(the“ZPI”),an independent research firm,to provide informationregarding our industry and our market position in China.We refer to this report as the ZPI report.Who We Are We are an emerging leader in Chinas Collective Mobility Serv
126、ice(“CMS”)market that provides hassle-free and cost-effective mobility solutions with real-time AI-augmented online support and 24-7 itinerary management support through the VIEand its subsidiary and Wetour.The CMS utilizes privately-operated vans and buses to offer customers an alternative way topu
127、blic transportation when traveling in large groups.Customers come to our platform for any type of CMS,from day-to-daycommute,inter-city trips,business visits,and cross-provinces travel to guided tours and tailored vacation packages.Our diverseproducts and service portfolio covers budget,high-end,and
128、 customized offerings that appeal to both our individual and corporatecustomers.Our Mission Our mission is to make mobility easier and smarter by providing customers with customized commuter shuttle,chartedcar and bus,and travel services around the world through our global platform powered by big da
129、ta and advanced algorithms.Our Business We are an exempted company incorporated in the Cayman Islands.As a holding company with no material operations,our operations were conducted by 1)our wholly-owned subsidiary Wetour in the United States;2)our direct investment inYouba Tech and its subsidiary;an
130、d 3)through VIE Agreements with Youba Tech.This is an offering of the Ordinary Shares ofthe exempted company incorporated in the Cayman Islands.You are not 100%investing in,the VIE,as we hold 50%equityinterests in Youba Tech and 50%VIE Interests in Youba Tech through VIE agreements.VIE Interests are
131、 not equity interest.Through the VIE Agreements among WFOE,Youba Tech and Individual Registered Shareholders,which have not been tested ina court of law,we are regarded as the primary beneficiary of Youba Tech for accounting purpose,and,therefore,we are able toconsolidate the financial results of Yo
132、uba Tech in our consolidated financial statements in accordance with U.S.GAAP.However,the VIE structure cannot completely replicate a foreign investment in China-based companies,as we only hold 50%equity interest in the VIE and its subsidiary and do not and may never hold the equity interests over 5
133、0%in the VIE and itssubsidiary.Instead,the VIE structure provides contractual exposure to foreign investment in us.See“Corporate History andStructure Contractual Arrangements with the VIE and Individual Registered Shareholders”for a summary of these VIEAgreements.We operate on a business model of“Mo
134、bility-as-a-Service”(“MaaS”)to identify and solve inefficiencies associatedwith inflexible or low-quality mobility solutions for customers around the world under different scenarios with ourcomprehensive digital platforms.We offer customized commuter shuttle service,chartered car and bus service,pac
135、kaged tourservice and other services to our customers for business and leisure travels.1 Packaged tour service We offer packaged tour service to customers inclusive of services like chartered bus service,itinerary route schedule,sightseeing tour guidance,accommodation arrangement,etc.,and cater to d
136、ifferent budgets and preferences.For the years endedJune 30,2023 and 2024,our revenue from the packaged tour service were RMB81,038,722 and RMB33,391,854($4,594,872),respectively.Customized chartered car and bus service We also provide customized chartered car and bus service to support a more flexi
137、ble and less preplanned group traveldemand which ranges from one day to several months.For the years ended June 30,2023 and 2024,our revenue from thecustomized chartered car and bus service were RMB63,654,231 and RMB10,730,641($1,476,586),respectively.Commuter shuttle service We provide customized c
138、ommuter shuttle service with digital platform monitoring,delivering daily transportationservice from predetermined departure to destination during the contract period.For the years ended June 30,2023 and 2024,ourrevenue from the commuter shuttle service were RMB9,507,054 and RMB1,853,926($255,108),r
139、espectively.Others We also provide our platform(“Webus Travel mini program”)users with cross-city ride-hailing service under relevantregulations in the PRC.For the years ended June 30,2023 and 2024,our revenue from other service were RMB25,999 and nil,respectively.Our Business Strategies We intend t
140、o drive the growth of our business by executing on the following strategies:Further integrate our platform to a comprehensive ecosystem.We plan to continuously develop our platform intoa comprehensive mobility ecosystem by building vertical integration within the platform for information flow andcap
141、ital flow,external horizontal integration between our corporate customers,and end-to-end integration forcomplete product life cycle value chain.Enhance Big Data and AI innovation.Strengthening technological innovation is one of our main strategicpriorities to enhance the user experience.We will cont
142、inue to attract,train and retain more talent in technology,research and development.As technologies and means for human-machine interactions continue to advance,wewill strive to adapt to new technologies and formats with a view to becoming an intelligent travel assistant for ourusers.We will continu
143、e to invest in research and development activities by allocating certain portion of the netproceeds upon completion of listing.Expand our customized tour and chartered car and bus services around the world.In March 2022,we havestarted offering customized tour service in North America under the brand
144、 name“Wetour”.We plan to vigorouslydevelop the“Wetour”brand to build our global online customized chartered car and bus travel platform.We willfocus on expanding services for Chinese outbound tourists after the pandemic and meeting the needs of overseasChinese for car use and private customized trav
145、el.Improve product content innovation capabilities.We will launch diversified and creative content formats:images,short videos,live broadcasts,and recommend the most relevant customized product content to our users.We planto provide innovative content production tools and an efficient content reward
146、 mechanism to encourage users,professional travelers,Internet celebrities and the third-party social media platforms to jointly develop differentcustomized travel itineraries and further increase user stickiness order rate of users on the platform.Geographically broaden our service coverage.We plan
147、to expand our service outside China by continuing tomaintain strategic collaborations with large online travel platforms as their vertical business supplier,cooperatingwith local bus and car rental companies,and increasing online marketing and short video traffic advertising.Pursue strategic allianc
148、es,acquisitions and investments.We plan to selectively seek acquisitions,investments,joint ventures and collaborations highly strategic and complementary to our business and operations.In particular,we may consider acquiring some customized travel service brands to complement our existing offerings
149、andservices.We will also strengthen our vertical integration and strategic partnerships with content providers to furtherexpand our partner network.2 Our Strengths We believe the following strengths have contributed to our success:High degree of digitalization.Our self-developed internal business an
150、d user management platform enables alldepartments to better coordinate their work and effectively complete automatic online process of each order entry,order dispatch,settlement and invoicing.Our in-depth analysis of these accumulated data not only enables us tobetter understand user preferences and
151、 behavior and develop user-friendly products to assist users in makinginformed decisions,it also assists us in identifying potential target marketing and cross-selling opportunities.Abundant and integrated resources.Since we started operation in 2019,we have accumulated abundant industryresources th
152、rough our strategic relationship with our key suppliers.Our online channels include mobile apps;official websites;mini programs based on WeChat and Alipay,which have the two largest user base in China;interfaces with three major online travel agency platforms in China,Ctrip,Fliggy,and Tongcheng;and
153、certifiedpartnership with the prominent content publishing platform Xiaohongshu.We also work with large traditionaltravel agencies and online platforms around the world(such as Alaska Skylar Travel LLC,Alaska Aurora TravelLLC,Expedia TAAP,Viator Partner,and Mei Tour)as well as online bus booking pla
154、tform gotobus.In addition,inmainland China,we have more than 11,000 dispatchable vehicles to satisfy our customers demand under differentscenarios.Outside China,we have around 10,000 drivers providing customized chartered car and bus services.Ourindustry resources have paved the way for our competit
155、ive position in providing mobility solutions for Chinese-speaking customers around the world.User-Centered Services.Since our inception,we have continued to focus on building user trust,and constantlyimproving the platform interface to provide users with a smooth,efficient and transparent booking ex
156、perience.Weprovide 24/7 Chinese and English itinerary butler support to serve users in every aspect.We also provide one-stopafter-sale support,including pre-trip alerts,major accident compensation,refund policy for special circumstances,and emergency support.Diverse and highly customizable travel so
157、lutions for different service scenarios.Our diverse travel solutions cansatisfy differentiated needs and requirements and assist us to attract increasing number of customers.We workclosely with a wealth of drivers to design products that meet the individual needs of our customers and use ourpropriet
158、ary historical travel product pricing data,combined with car usage time,mileage,road conditions,and localconsumption expenses to update and optimize our product pricing model in real time.Experienced team.Our management team is experienced in corporate management with international vision andour ope
159、ration team has specialized experience in collective mobility service market.Members of our technical teamcame from internet technology companies,travel agencies,and online travel platform companies.They bring theiryears of experiences with deep understanding of the industry and provide resources fo
160、r customers and suppliers invarious fields.Our Challenges In 2020,we experienced the sudden impact caused by the COVID-19 global pandemic.In 2021,COVID-19 pandemiccontinued to impact our operations.In 2022,there have been outbreaks of the Omicron variant of the COVID-19 in China,andthe government re
161、strictions and temporary lockdowns in combating the pandemic.China began to modify its zero-COVIDpolicy at the end of 2022,and most of the travel restrictions and quarantine requirements were lifted in December 2022,causingcases of COVID-19 to remain elevated across China and straining local healthc
162、are systems.We have adjusted various aspects ofour operations to adapt to travel demand fluctuations decreasing with elevated cases and surging with lifted restrictions.However,the situation in China has significantly improved since then,and the World Health Organization(“WHO”)declaredthat COVID-19
163、was no longer a public health emergency of international concern on May 4,2023.We are continuallymonitoring the status of COVID-19 and its impact on our operations.For the years ended June 30,2023 and 2024,we reportedrevenue of RMB154,226,006 and RMB45,976,421($6,326,566),respectively.3 To expand ou
164、r market around the world,we may face intensive competition on price,quality of services,andtechnology.We may not be able to compete with traditional local and international travel agencies for customers,driverresources,strategic partners such as travel agencies,airlines,hotels and tourist attractio
165、n sites.We may be required to investsignificant capital to access customers,driver resources and quality travel product supplier information.Overall,we require additional capital to develop new products,enter into new markets and drive our future growth.However,we have difficulty obtaining sufficien
166、t financing from commercial banks in China as these traditional commercialbanks prefer having real assets as collaterals for their loans.We have also assessed the capital market of China,and we believethat it is difficult for a company like us to seek for financing in China.Our Competition There are
167、 around a hundred online collective mobility service platforms in China and online collective mobility servicemarket is highly fragmented.Risk Factor Summary Risks Related to Our Business and Industry The global coronavirus COVID-19 outbreak has caused significant disruptions to the travel industry,
168、which we expectmay have negative impact on our business,results of operations and financial condition.See“Risk Factors RisksRelated to Our Business and Industry-Pandemics(such as COVID-19),epidemics,or fear of spread of contagiousdiseases could disrupt the travel industry and our operations,which co
169、uld materially and adversely affect our business,financial condition,and results of operations”on page 26 and“Our business may be negatively affected by the trend ofremote working and flexible working schedules”on page 36.We have a limited operating history in a competitive and rapidly evolving indu
170、stry and incurred losses for the yearsended June 30,2023 and 2024.See“Risk Factors Risks Related to Our Business and Industry-We have a limitedoperating history in a competitive and rapidly evolving industry;it may be difficult to evaluate our prospects,and wemay not be able to effectively manage ou
171、r growth on page 27 and“We incurred net losses for the years ended June 30,2023 and 2024.We may not be able to generate sufficient operating cash flows and working capital.Failure to manageour liquidity and cash flows may materially and adversely affect our financial condition and results of operati
172、ons.Wemay not be able to generate sufficient operating cash flows and working capital.Failure to manage our liquidity andcash flows may materially and adversely affect our financial condition and results of operations.As a result,we mayneed additional capital,and financing may not be available on te
173、rms acceptable to us,or at all”on page 27.The growth of our business depends on our ability to accurately predict consumer trends and demand and successfullyintroduce new products and services and improve existing services.See“Risk Factors Risks Related to Our Businessand Industry-The growth of our
174、business depends on our ability to accurately predict consumer trends and demandand successfully introduce new products and services and improve existing services”on page 28.Any damage to our reputation or our brands may materially adversely affect our business,financial condition andresults of oper
175、ations.See“Risk Factors Risks Related to Our Business and Industry-Any damage to our reputationor our brands may materially adversely affect our business,financial condition and results of operations”on page 30.Our operation mainly concentrates in one geographic area and we have a substantial custom
176、er concentration.See“RiskFactors Risks Related to Our Business and Industry-We are mainly concentrated in one geographic area,whichincreases our exposure to many of the risks enumerated herein.We have a substantial customer concentration,with alimited number of customers accounting for a substantial
177、 portion of our revenues in the past,and we cannot assure youthat such concentration will not happen again in the future.”on page 31.4 The successful operation of our business depends on cooperation with third parties.See“Risk Factors Risks Relatedto Our Business and Industry-The successful operatio
178、n of our business depends substantially upon the cooperation ofthird parties that are not under our control”on page 28;“We rely on search engines,social networking sites and onlinestreaming services to attract a meaningful portion of our users,and if those search engines,social networking sites ando
179、nline streaming services change their listings or policies regarding advertising,or increase their pricing or sufferproblems,it may limit our ability to attract new users”on page 28,and“Because we rely upon a third party to performthe payment processing for our customers,the failure or inability of
180、the third party to provide these services couldimpair our ability to operate”on page 29.Our projections,budgets,and revenues would be adversely affected by increases in labor costs,oil and natural gasprices.See“Risk Factors Risks Related to Our Business and Industry-Increases in labor costs in the P
181、RC mayadversely affect the business and results of operations of us and the VIE”and“The price of oil and natural gas hashistorically been volatile.The ongoing Russian-Ukrainian War has increased the oil and natural gas pricessubstantially.If the price continues to increase,our drivers and bus fleet
182、providers may be forced to adjust their pricesupward.Our projections,budgets,and revenues would be adversely affected,potentially forcing us to make changes inour operations”on page 32.Newly developed public transportation infrastructure may reduce the demand for our commuter shuttle and charteredbu
183、s services.See“Risk Factors Risks Related to Our Business and Industry-Newly developed public transportationinfrastructure may reduce the demand for our commuter shuttle and chartered car and bus services”on page 37.See“Risk Factors Risks Related to Our Business”on page 26 for more detailed disclosu
184、res on these risks anduncertainties.Risks Related to Corporate Structure We are an exempted company incorporated in the Cayman Islands.As a holding company with no material operations,our operations were conducted by 1)our wholly-owned subsidiary Wetour in the United States;2)our direct investmentin
185、 Youba Tech and its subsidiary;and 3)through VIE Agreements with Youba Tech.There are substantial uncertaintiesregarding such corporate structure.See“Risk Factors Risks Related to Corporate Structure-Webus is a CaymanIslands exempted company operating in the United States and in China partially thro
186、ugh its subsidiaries and partiallythrough contractual arrangements with the VIE.Investors in the Ordinary Shares thus are not purchasing,and maynever directly hold,50%VIE Interests in the VIE.There are substantial uncertainties regarding the interpretation andapplication of current and future PRC la
187、ws,regulations,and rules relating to the agreements that establish the VIEstructure for the majority of our and the VIEs operations in China,including potential future actions by the PRCgovernment,which could affect the enforceability of our contractual arrangements with the VIE and,consequently,sig
188、nificantly affect the financial condition and results of operations of Webus.If the PRC government finds suchagreements non-compliant with relevant PRC laws,regulations,and rules,or if these laws,regulations,and rules or theinterpretation thereof change in the future,we could be subject to severe pe
189、nalties or be forced to relinquish ourinterests in the VIE,which may materially and adversely affect our and the VIEs operations and the value of yourinvestment”on page 38.We rely on contractual arrangements with the VIE and Individual Registered Shareholders for our and the VIEsoperations in China,
190、which may not be as effective in providing operational control as direct ownership,and the VIEsshareholders may fail to perform their obligations under the contractual arrangements.See“Risk Factors RisksRelated to Corporate Structure-We rely on contractual arrangements with the VIE and Individual Re
191、gisteredShareholders for our and the VIEs operations in China,which may not be as effective in providing operational controlas direct ownership,and the VIEs shareholders may fail to perform their obligations under the contractualarrangements”on page 39.5 The shareholders of the VIE may have conflict
192、s of interests with us,which may materially and adversely affect our andthe VIEs business.See“Risk Factors Risks Related to Corporate Structure-The shareholders of the VIE may haveconflicts of interests with us,which may materially and adversely affect our and the VIEs business.”on page 40.Certain t
193、erms of the Contractual Arrangements may not be enforceable under PRC laws.See“Risk Factors RisksRelated to Corporate Structure-Certain terms of the Contractual Arrangements may not be enforceable under PRClaws”on page 41.Our Contractual Arrangements may be subject to scrutiny of PRC tax authorities
194、 and additional tax may be imposedwhich may materially and adversely affect our and the VIEs results of operation and value of your investment.See“Risk Factors Risks Related to Corporate Structure-Our Contractual Arrangements may be subject to scrutiny ofPRC tax authorities and additional tax may be
195、 imposed which may materially and adversely affect our and the VIEsresults of operation and value of your investment”on page 42.We and the investors may face significant liquidity risks if the laws,regulations or government policies governing ourcorporate structure or operations change in the future
196、.See“Risk Factors Risks Related to Corporate Structure Theinvestors may face significant liquidity risks because of the VIE structure and being based in and having the majority ofthe Companys operations in China”and“Risk Factors Risks Related to Doing Business in China To the extent cashor assets of
197、 our business,or of our PRC or Hong Kong subsidiaries,is in the PRC or Hong Kong,such cash or assetsmay not be available to fund operations or for other use outside of the PRC or Hong Kong,due to interventions in orthe imposition of restrictions and limitations by the PRC government to the transfer
198、of cash or assets”on page 47.If we exercise the option to acquire equity ownership and assets of the VIE,the ownership or asset transfer may subjectus to certain limitations and substantial costs.See“Risk Factors Risks Related to Corporate Structure-If we exercisethe option to acquire equity ownersh
199、ip and assets of the VIE,the ownership or asset transfer may subject us to certainlimitations and substantial costs”on page 40.Substantial uncertainties exist with respect to the interpretation and implementation of the Foreign Investment Law andhow it may impact the viability of the current corpora
200、te structure,corporate governance and business operations of usand the VIE.See“Risk Factors Risks Related to Corporate Structure-Substantial uncertainties exist with respect tothe interpretation and implementation of the Foreign Investment Law and how it may impact the viability of the currentcorpor
201、ate structure,corporate governance and business operations of us and the VIE”on page 41.We are a holding company and the investors will have ownership in a holding company that does not directly own all ofits operation in China.We primarily rely on our WFOE and the VIE for the operation in PRC.We ma
202、y rely ondividends to be paid by the WFOE to fund our cash and financing requirements,including the funds necessary to paydividends and other cash distributions to our shareholders,if needed in the future.Any limitation on the ability ofWFOE to pay dividends to us could have a material adverse effec
203、t on our ability to pay dividends to our shareholders.See“Risk Factors Risks Related to Corporate Structure-We are a holding company and the investors will haveownership in a holding company that does not directly own all of its operation in China.We primarily rely on ourWFOE and the VIE for the ope
204、ration in PRC.We may rely on dividends to be paid by the WFOE to fund our cash andfinancing requirements,including the funds necessary to pay dividends and other cash distributions to ourshareholders,if needed in the future.Any limitation on the ability of WFOE to pay dividends to us could have amat
205、erial adverse effect on our ability to pay dividends to our shareholders”on page 42.See“Risk Factors Risks Related to Corporate Structure”on page 38 for more detailed disclosures on these risks anduncertainties.Risks Related to Doing Business in China Uncertainties exist as to our ability to use for
206、eign currency,including the proceeds we received from this offering,andto capitalize or otherwise fund our PRC operations,which could materially and adversely affect our liquidity and ourability to fund and expand our business.See“Risk Factors Risks Related to Doing Business in China-We must remitth
207、e offering proceeds to China before they may be used to benefit our business in China,the process of which may betime-consuming,and we cannot assure that we can finish all necessary governmental registration processes in a timelymanner,which could materially and adversely affect our liquidity and ou
208、r ability to fund and expand our business”onpage 37.Changes in Chinas economic,political or social conditions or government policies could have a material adverse effecton our business and results of operations.See“Risk Factors Risks Related to Doing Business in China-Changes inChinas economic,polit
209、ical or social conditions or government policies could have a material adverse effect on ourbusiness and results of operations”on page 43.The PRC legal system is a civil law system based on written statutes,where prior court decisions have limitedprecedential value.The PRC legal system is evolving r
210、apidly,and the interpretations of many laws,regulations andrules may contain inconsistencies and enforcement of these laws,regulations and rules involves uncertainties.As such,the enforcement of laws in the PRC legal system and rules and regulations in China may be subject to change.See“Risk Factors
211、 Risks Related to Doing Business in China-Uncertainties and quick change in the interpretation andenforcement of Chinese laws and regulations with little advance notice could result in a material and negative impacton our business operation,decrease the value of our ordinary shares and limit the leg
212、al protections available to us.See“Risk Factors Risks Related to Doing Business in China-Uncertainties and quick change in the interpretation andenforcement of Chinese laws and regulations with little advance notice could result in a material and negative impacton our business operation,decrease the
213、 value of our ordinary shares and limit the legal protections available to us”onpage 43.6 The approval and/or other requirements of the CSRC or other PRC governmental authorities may be required inconnection with this transaction under PRC rules,regulations or policies,and,if required,Webus cannot p
214、redictwhether or how soon it will be able to obtain such approval.See“Risk Factors Risks Related to Doing Business inChina-The approval and/or other requirements of the CSRC or other PRC governmental authorities may be requiredin connection with this transaction under PRC rules,regulations or polici
215、es,and,if required,Webus cannot predictwhether or how soon it will be able to obtain such approval”on page 44.The Chinese government exerts substantial influence over the manner in which the VIE and its subsidiary must conducttheir business activities.See“Risk Factors Risks Related to Doing Business
216、 in China-The Chinese government exertssubstantial influence over the manner in which the VIE and its subsidiary must conduct their business activities.If theChinese government significantly regulates these entities business operations in the future and they are not able tosubstantially comply with
217、such regulations,these entities business operations may be materially adversely affected andthe value of our ordinary shares may significantly decrease”on page 45.Substantial uncertainties exist with respect to the interpretation and implementation of the newly enacted PRC ForeignInvestment Law and
218、how it may impact the viability of our current corporate structure,corporate governance,businessoperations and financial results.See“Risk Factors Risks Related to Doing Business in China-Substantialuncertainties exist with respect to the interpretation and implementation of the newly enacted PRC For
219、eign InvestmentLaw and how it may impact the viability of our current corporate structure,corporate governance,business operationsand financial results”on page 52.Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plansmay subject the PRC
220、plan participants or us to fines and other legal or administrative sanctions.See“Risk Factors Risks Related to Doing Business in China-Any failure to comply with PRC regulations regarding the registrationrequirements for employee stock incentive plans may subject the PRC plan participants or us to f
221、ines and other legal oradministrative sanctions”on page 49.If we are classified as a PRC resident enterprise for PRC income tax purposes,such classification could result inunfavorable tax consequences to us and our non-PRC shareholders.See“Risk Factors Risks Related to DoingBusiness in China-If we a
222、re classified as a PRC resident enterprise for PRC income tax purposes,such classificationcould result in unfavorable tax consequences to us and our non-PRC shareholders”on page 49.Regulatory bodies of the United States may be limited in their ability to conduct investigations or inspections of ouro
223、perations in China.See“Risk Factors Risks Related to Doing Business in China-Regulatory bodies of the UnitedStates may be limited in their ability to conduct investigations or inspections of our operations in China”on page 50.The Holding Foreign Companies Accountable Act,or HFCAA and the related reg
224、ulations might pose regulatory risks toand impose restrictions on us because of our operations in mainland China.See“Risk Factors Risks Related to DoingBusiness in China-The Holding Foreign Companies Accountable Act,or the HFCAA,and the related regulations areevolving quickly.Further implementations
225、 and interpretations of or amendments to the HFCAA or the relatedregulations,or a PCOABs determination of its lack of sufficient access to inspect our auditor,might pose regulatoryrisks to and impose restrictions on us because of our operations in mainland China.A potential consequence is that ourOr
226、dinary Shares may be delisted by the exchange.The delisting of our Ordinary Shares,or the threat of our OrdinaryShares being delisted,may materially and adversely affect the value of your investment.Additionally,the inability of thePCAOB to conduct full inspections of our auditor deprives our invest
227、ors of the benefits of such inspections”on page 50.7 The Chinese government may intervene or influence our operations at any time or may exert more control overofferings conducted overseas and/or foreign investment in China-based issuers and that such actions by the Chinesegovernment could cause the
228、 value of our securities to significantly decline or be worthless.See“Risk Factors RisksRelated to Doing Business in China-Any change of regulations and rules by Chinese government including potentialadditional requirements on cybersecurity review,personal information protection,moving technology in
229、 and out of thePRC,or outbound data transfer may intervene or influence our operations in China at any time and any additionalcontrol over offerings conducted overseas and/or foreign investment in issuers with Chinese operations could result in amaterial change in our business operations and/or the
230、value of our ordinary shares and could also significantly limit orcompletely hinder our ability to offer our ordinary shares to investors and cause the value of such securities tosignificantly decline or be worthless”on page 53.On February 17,2023,the CSRC released the Trial Administrative Measures
231、of Overseas Securities Offering andListing by Domestic Enterprises(the“New Overseas Listing Rules”)with five interpretive guidelines,which came intoeffect on March 31,2023.The New Overseas Listing Rules require Chinese domestic enterprises to complete filingswith relevant governmental authorities an
232、d report related information under certain circumstances.See“Risk Factors Risks Related to Doing Business in China-The required filing with China Securities Regulatory Commission(“CSRC”)in connection with this offering under New Overseas Listing Rules published in February 2023 wascompleted on April
233、 2,2024,but we cannot assure you that we will not be subject to additional requirements from theCSRC or other PRC regulatory agencies for offering,and we may face sanctions by the CSRC or other PRC regulatoryagencies for failure to timely satisfy any such additional requirements”on page 55.See“Risk
234、FactorsRisks Related to Doing Business in China”on page 43 for more detailed disclosures on these risksand uncertainties.Risks Related to Our Ordinary Shares and This Offering There has been no previous public market for our shares prior to this offering,and if an active trading market does notdevel
235、op you may not be able to resell our shares at or above the price you paid,or at all.See“Risk FactorsRisksRelated to Our Ordinary Shares and This Offering-There has been no previous public market for our shares prior tothis offering,and if an active trading market does not develop you may not be abl
236、e to resell our shares at or above theprice you paid,or at all”on page 56.You may face difficulties in protecting your interests as a shareholder,as Cayman Islands law provides substantiallyless protection when compared to the laws of the United States and it may be difficult for a shareholder of ou
237、rs to effectservice of process or to enforce judgements obtained in the United States courts.See“Risk FactorsRisks Related toOur Ordinary Shares and This Offering-You may face difficulties in protecting your interests as a shareholder,asCayman Islands law provides substantially less protection when
238、compared to the laws of the United States and it maybe difficult for a shareholder of ours to effect service of process or to enforce judgements obtained in the United Statescourts”on page 58.See“Risk FactorsRisks Related to Our Ordinary Shares and This Offering”on page 56 for more detailed disclosu
239、reson these risks and uncertainties.In addition,please see“Risk Factors”beginning on page 26 of this prospectus,and other information included in thisprospectus,for a discussion of these and other risks and uncertainties that we face.Corporate History and Structure Webus commenced its operations in
240、August 2019 through Zhejiang Youba Technology Co.,Ltd.,a limited liabilitycompany formed in the PRC.Through Youba Tech and its subsidiary,Webus mainly offers customers travel related services,including customized commuter shuttle service,chartered car and bus service,packaged tour service and other
241、services,throughour comprehensive online platforms.Webus expanded its operations to United States in March 2022 through Wetour Travel TechLLC,a limited liability company formed in United States.Webus formed its wholly-owned subsidiary Xinjieni Tech as a limitedliability company in the PRC in August
242、2022.Through Xinjieni Techs direct investment in and contractual arrangements withYouba Tech,Webus conducts business operations in China.8 Webus underwent a series of restructuring transactions,which primarily included:In February 2022,Webus International Limited,Webus current ultimate holding compa
243、ny,was incorporated under thelaws of the Cayman Islands.In February 2022,Youbus International Limited was incorporated in the British Virgin Islands as a BVI businesscompany.In February 2022,Webus Hongkong Limited was incorporated in Hong Kong under the laws of Hong Kong.In August 2022,Zhejiang Xinj
244、ieni Technology Co.,Ltd.,or Xinjieni Tech,was formed in the PRC as a wholly-ownedsubsidiary of Webus Hongkong Limited.In September 2022,Xinjieni Tech acquired 50%equity interests in Youba Tech and entered into a series of contractualarrangements for 50%VIE Interests,with Youba Tech,as well as Indivi
245、dual Registered Shareholders.Through XinjieniTech,Webus obtained control over Youba Tech and its subsidiary Webus Travel Agency.The use of the VIE structure was to comply with applicable PRC laws and regulations that restrict foreign investment ofcompanies involved in internet content provider servi
246、ces,including value-added telecommunications services in China.We canhold up to 50%equity interests in the VIE.Additional Issuance On March 10,2023,we issued an aggregate of 30,000,000 Ordinary Shares to each of the existing shareholders on apro-rata basis.The additional issuance increased the numbe
247、r of issued and outstanding shares from 5,000,000 Ordinary Shares to35,000,000 Ordinary Shares.Reverse Share Split On October 31,2024,we effected the below recapitalization:a reverse share split through the repurchase of 15,000,000 shares at$0.0001 per share from all shareholders(Reverse Share Split
248、),that is,approximately 43%of ordinary shares was repurchasedfrom every shareholder(with the fractional shares rounding off to the nearest whole share).The Reverse Share Split had noeffect on any shareholders proportionate equity interest.The par value remained at$0.0001 per share following the Reve
249、rseShare Split,and the number of our issued and outstanding ordinary shares was reduced to 20,000,000 shares.As a result,theaggregate par value of the outstanding ordinary shares reduced,with the aggregate share subscription receivable correspondinglyreduced.The Reverse Share Split has no effect on
250、our total shareholders equity.Corporate Structure The following diagram illustrates our corporate structure,including our subsidiaries,the VIE and its subsidiary as of thedate of this prospectus:Contractual Arrangements with the VIE and Individual Registered Shareholders Current PRC laws and regulat
251、ions impose certain restrictions or prohibitions on foreign ownership of companies thatengage in value-added telecommunication business.We are a company registered in the Cayman Islands.Our PRC subsidiary,Xinjieni Tech,is considered a foreign-invested enterprise.To comply with PRC laws and regulatio
252、ns,the VIE primarily conductbusiness in China through the VIE and its subsidiary,based on a series of Contractual Arrangements.As a result of theseContractual Arrangements,we exert control over,and are deemed as the primary beneficiary of the VIE and its subsidiary andconsolidate their operating res
253、ults in our financial statements subject to the conditions that we have satisfied for consolidation ofthe VIE and its subsidiary under U.S.GAAP.Such conditions include that(i)we control the VIE through power to govern theactivities which most significantly impact the VIEs economic performance,(ii)we
254、 are contractually obligated to absorb lossesof the VIE that could potentially be significant to the VIE,and(iii)we are entitled to receive benefits from the VIE that couldpotentially be significant to the VIE.9 The following is a summary of the Contractual Arrangements by and among WFOE,the VIE,and
255、 Individual RegisteredShareholders.These Contractual Arrangements enable us to(i)exercise control over the VIE,(ii)receive substantially all of theeconomic benefits of the VIE,and(iii)have an exclusive option to purchase all or part of the equity interests in the VIE held bythe VIEs shareholders oth
256、er than WFOE when and to the extent permitted by PRC law.Our control over the VIE and itssubsidiary and our position of being the primary beneficiary of the VIE and its subsidiary for the accounting purpose are limitedto the aforementioned conditions that we met for consolidation of the VIE and its
257、subsidiary under U.S.GAAP.Exclusive Business Cooperation Agreement Pursuant to the Exclusive Business Cooperation Agreement,the VIE is obliged to pay service fee to WFOE for theexclusive services such as technical services,Internet technology support,business consulting,software development,informat
258、ion consulting,marketing consulting,product development and system maintenance.The service fee shall consist of100%of the profit before tax of the VIE,after the deduction of all costs,expenses,taxes and other fee required under PRC lawsand regulations.The VIE agrees not to accept the same or any sim
259、ilar services provided by any third party and shall not establishcooperation relationships similar to that formed by the Exclusive Business Cooperation Agreement with any third party,exceptwith the prior written consent of WFOE.The VIE has unconditionally and irrevocably authorized WFOE or its desig
260、natedperson as its agent to(i)sign any necessary documents with third parties(including but not limited to customers and suppliers)on behalf of the VIE;and(ii)to handle all necessary documents and matters which will enable WFOE to exercise all or part ofits rights under the Exclusive Business Cooper
261、ation Agreement on behalf of the VIE.WFOE shall have exclusive proprietaryrights to and interests in any and all intellectual property rights developed or created by itself and the VIE.The ExclusiveBusiness Cooperation Agreement shall remain effective unless terminated(i)in accordance with the provi
262、sions of the ExclusiveBusiness Cooperation Agreement;or(ii)the entire equity interests held by Individual Registered Shareholders in the VIE havebeen transferred to WFOE or its designated person.Exclusive Call Option Agreement Pursuant to the Exclusive Call Option Agreement,the Individual Registered
263、 Shareholders have unconditionally andirrevocably granted WFOE or its designated purchaser the right to purchase all or part of their equity interests in the VIE(“Equity Call Option”).The purchase price payable by WFOE in respect of the transfer of equity interests upon exercise of theEquity Call Op
264、tion shall be the higher of(a)the lowest price permitted under PRC laws and regulations or(b)the capitalcontribution in relation to the equity interests.If appraisal is required by the PRC laws and regulations at the time when WFOEexercises the Option,WFOE and the Individual Registered Shareholders
265、shall make necessary adjustment to purchase price sothat it complies with any and all then applicable PRC laws and regulations.WFOE or its designated purchaser shall have theright to purchase such proportion of equity interests in the VIE as it decides at any time.The Individual Registered Sharehold
266、ersshall return any amount of purchase price they received in the event that WFOE acquires the equity interests in the VIE.The Individual Registered Shareholders and the VIE have jointly and severally further undertaken to WFOE that,without the prior written consent of WFOE,they shall not(i)in any m
267、anner supplement,change or amend the constitutionaldocuments of the VIE,increase or decrease its share capital,or change the structure of its registered capital in other manner;(ii)sell,pledge,transfer or otherwise dispose of any assets,business or lawful revenue or create encumbrance over the VIE;(
268、iii)incur,inherit,guarantee or assume any debt,except for debts incurred in the ordinary course of business other than payablesincurred by a loan and for debts disclosed to and agreed in writing by WFOE;(iv)cause the VIE to execute any material contractwith a value above RMB100,000,except the contra
269、cts executed in the ordinary course of business;(v)cause the VIE to provideany person with any loan,credit or guarantee;(vi)cause or permit the VIE to merge,consolidate with,acquire or invest in anyperson,or sell assets of the VIE with a value above RMB100,000;(vii)cause the VIE to enter into any tr
270、ansaction which mayhave substantial impact on the assets,liabilities,business operation,shareholding structure and other legal rights of the VIE,except the contracts executed in the ordinary course of business;and(viii)in any manner distribute dividends to theirshareholders,provided that upon the wr
271、itten request of WFOE,the VIE shall immediately distribute all distributable profits to itsshareholders.10 The Exclusive Call Option Agreement shall remain effective unless terminated(i)in accordance with the provisions ofthe Exclusive Call Option Agreement or any other supplemental agreements;or(ii
272、)the entire equity interests held by IndividualRegistered Shareholders in the VIE have been transferred to WFOE or its designated person.Exclusive Assets Option Agreement Pursuant to the Exclusive Assets Option Agreement,the VIE unconditionally and irrevocably granted an exclusiveoption to WFOE or i
273、ts designated person to purchase all or any of its assets at the higher price of(a)the lowest price permittedunder PRC laws and regulations or(b)the net book value of the assets.WFOE shall have absolute discretion as to when and inwhat manner to exercise the option to purchase assets of the VIE perm
274、itted by PRC laws and regulations.The Exclusive AssetsOption Agreement shall remain effective unless terminated(i)in accordance with the provisions of the Exclusive Assets OptionAgreement or any other supplemental agreements;or(ii)the entire equity interests held by the Individual RegisteredSharehol
275、ders in the VIE have been transferred to WFOE or its designated person.Power of Attorney Pursuant to the Power of Attorney,each of the Individual Registered Shareholders,irrevocably appoints WFOE,theauthorized person or entity to exercise such shareholders rights in the VIE in accordance with PRC la
276、ws and the articles of theVIE,including without limitation to,the rights to(i)participate in shareholders meetings;(ii)the sale,transfer,pledge ordisposition of the equity interest such shareholder holds in part or in whole;and(iii)designate and appoint,on behalf of suchshareholder,the legal represe
277、ntative,the chairman,the executive director(s)and/or director(s),the supervisor(s),the generalmanger and other senior management members of the VIE.Without limiting the generality of the powers granted to WFOE,WFOE shall have the power and authority hereunder,on behalf of such shareholder,to execute
278、 the share transfer contractsstipulated in the Exclusive Call Option Agreement entered into among the VIE,WFOE and such shareholder and effect the termsof the Exclusive Call Option Agreement and Share Pledge Agreement.All the actions in connection with the equity interest heldby such shareholder as
279、conducted by WFOE shall be deemed as the actions of such shareholder,and all the documents related tothe shareholding executed by WFOE shall be deemed to be executed by such shareholder.Share Pledge Agreement Pursuant to the Share Pledge Agreement,each of the Individual Registered Shareholders uncon
280、ditionally andirrevocably pledged and granted first priority security interests over all of his/her/its equity interests in the VIE together with allrelated rights thereto to WFOE as security for performance of the Contractual Arrangements and all direct,indirect orconsequential damages and foreseea
281、ble loss of interest incurred by WFOE as a result of any event of default on the part of theIndividual Registered Shareholders,the VIE and all expenses incurred by WFOE as a result of enforcement of the obligations ofthe Individual Registered Shareholders and/or the VIE under the Contractual Arrange
282、ments.Upon the occurrence and during thecontinuance of an event of default(as defined in the Share Pledge Agreement),WFOE shall have the right to(i)require theIndividual Registered Shareholders to immediately pay any amount payable under the Contractual Arrangements;or(ii)toexercise all such rights
283、as a secured party under any applicable PRC law and the Share Pledge Agreement,including withoutlimitations,being paid in priority with the equity interests.The said share pledge under the Share Pledge Agreement takes effect upon the completion of registration with therelevant administrative departm
284、ent of industry and commerce and shall remain valid until after all the contractual obligations ofthe Individual Registered Shareholders and the VIE under the relevant Contractual Arrangements have been fully performed andall the outstanding debts of the Individual Registered Shareholders and/or the
285、 VIE under the relevant Contractual Arrangementshave been fully paid.Spousal Consent Pursuant to each Spousal Consent,the respective spouse of the Individual Registered Shareholders has irrevocablyundertaken that,including without limitation to,the spouse(i)has full knowledge of and has consented to
286、 the entering into of theContractual Arrangements by the relevant Individual Registered Shareholder;(ii)is not entitled to any right with respect to theshares in the VIE and undertakes not to make any claims on the equity interest in the VIE;(iii)confirms that the IndividualRegistered Shareholders p
287、erformance of the Contractual Arrangements and further modification or termination of theContractual Arrangements will not require the respective spouses separate authorization or consent;(iv)undertakes to executeall necessary documents and take all necessary actions to ensure the Contractual Arrang
288、ements(as amended from time to time)to be properly performed;(v)undertakes that if the respective spouse obtains any equity interest in the VIE for any reason,therespective spouse shall be bound by the Contractual Arrangements and abide by the obligations of the shareholders of the VIEunder the Cont
289、ractual Arrangements,and upon WFOEs or its designate third-party request,the respective spouse shall execute aseries of written documents with substantially the same form and content as the Contractual Arrangements。In the opinion of our PRC legal counsel,Allbright Law Offices the ownership structure
290、s of the VIE and our WFOE in China,both currently and immediately after giving effect to thisoffering,are not in violation of applicable PRC laws and regulations currently in effect;and the contractual arrangements among our WFOE,the VIE and its shareholders governed by PRC law are currently validan
291、d binding in accordance with applicable PRC laws and regulations currently in effect and do not result in anyviolation of the applicable PRC laws or regulations currently in effect.11 However,our PRC legal counsel has also advised us that there are substantial uncertainties regarding the interpretat
292、ionand application of future PRC laws and regulations.Accordingly,the PRC regulatory authorities may ultimately take a viewcontrary to or otherwise different from the opinion of our PRC legal counsel.It is uncertain whether any new PRC laws orregulations relating to variable interest entity structur
293、es will be adopted or if adopted,what they would provide.If we or the VIE are found to be in violation of any existing or future PRC laws or regulations,or fail to obtain ormaintain any of the required permits or approvals,the relevant PRC regulatory authorities would have broad discretion to takeac
294、tion in dealing with such violations or failures.See“Substantial uncertainties exist with respect to the interpretation andimplementation of the Foreign Investment Law and how it may impact the viability of the current corporate structure,corporategovernance and business operations of us and the VIE
295、.”Transfer of Cash to and From Our Subsidiaries and the VIE Webus is incorporated in the Cayman Islands as a holding company with no actual operations and it currently conductsits business through its subsidiary in the U.S.and the VIE and its subsidiary in China.We are permitted under the Cayman Isl
296、ands laws to provide funding to our subsidiary in Hong Kong through loans orcapital contributions without restrictions on the amount of the funds,subject to satisfaction of applicable governmentregistration,approval and filing requirements.Webus HK is also permitted under the laws of Hong Kong to pr
297、ovide funding toWebus and Youbus International through dividend distribution without restrictions on the amount of the funds.We currently intend to retain all available funds and future earnings,if any,for the operation and expansion of ourbusiness and do not anticipate declaring or paying any divid
298、ends in the foreseeable future.Any future determination related toour dividend policy will be made at the discretion of our board of directors after considering our financial condition,results ofoperations,capital requirements,contractual requirements,business prospects and other factors the board o
299、f directors deemsrelevant,and subject to the restrictions contained in any future financing instruments.Subject to the Cayman Islands Companies Act and our A&R memorandum and articles of association,our board ofdirectors may authorize and declare a dividend to shareholders at such time and of such a
300、n amount as they think fit if they aresatisfied,on reasonable grounds,that immediately following the dividend the value of our assets will exceed our liabilities andwe will be able to pay our debts as they become due.Under the current practice of the Inland Revenue Department of Hong Kong,no tax is
301、payable in Hong Kong in respectof dividends paid by us.The laws and regulations of the PRC do not currently have any material impact on transfer of cash fromWebus to Webus HK or from Webus HK to Webus.There are no restrictions or limitation under the laws of Hong Kong imposedon the conversion of HK
302、dollar into foreign currencies and the remittance of currencies out of Hong Kong or across borders andto U.S investors.Current PRC regulations permit the VIE and its subsidiary to pay dividends to Webus HK only out of their accumulatedprofits,if any,determined in accordance with Chinese accounting s
303、tandards and regulations.In addition,each of the VIE and itssubsidiary is required to set aside at least 10%of its after-tax profits each year,if any,to fund a statutory reserve until suchreserve reaches 50%of its registered capital.Each of such entity in China is also required to further set aside
304、a portion of itsafter-tax profits to fund the employee welfare fund,although the amount to be set aside,if any,is determined at the discretion ofits board of directors.Although the statutory reserves can be used,among other ways,to increase the registered capital andeliminate future losses in excess
305、 of retained earnings of the respective companies,the reserve funds are not distributable as cashdividends except in the event of liquidation.Under existing PRC foreign exchange regulations,payment of current account items,such as profit distributions andtrade and service-related foreign exchange tr
306、ansactions,can be made in foreign currencies without prior approval from SAFE bycomplying with certain procedural requirements.Therefore,the VIE and its subsidiary are able to pay dividends in foreigncurrencies to us without prior approval from SAFE,subject to the condition that the remittance of su
307、ch dividends outside of thePRC complies with certain procedures under PRC foreign exchange regulations,such as the overseas investment registrations byour shareholders or the ultimate shareholders of our corporate shareholders who are PRC residents.Approval from,orregistration with,appropriate gover
308、nment authorities is,however,required where the RMB is to be converted into foreigncurrency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies.The PRC government may also at its discretion restrict access in the future to foreign curren
309、cies for current account transactions.Current PRC regulations permit our PRC subsidiaries to pay dividends to the Company only out of their accumulated profits,ifany,determined in accordance with Chinese accounting standards and regulations.As of the date of this prospectus,there are norestrictions
310、or limitations imposed by the Hong Kong government on the transfer of capital within,into and out of Hong Kong(including funds from Hong Kong to the PRC),except for transfer of funds involving money laundering and criminal activities.See“Risk Factors-Risks Related to Doing Business in China To the e
311、xtent cash or assets of our business,or of our PRC orHong Kong subsidiaries,is in the PRC or Hong Kong,such cash or assets may not be available to fund operations or for otheruse outside of the PRC or Hong Kong,due to interventions in or the imposition of restrictions and limitations by the PRCgover
312、nment to the transfer of cash or assets”on page 47.To address persistent capital outflows and the RMBs depreciation against the U.S.dollar in the fourth quarter of 2016,the Peoples Bank of China and SAFE have implemented a series of capital control measures in the subsequent months,including stricte
313、r vetting procedures for China-based companies to remit foreign currency for overseas acquisitions,dividendpayments and shareholder loan repayments.The PRC government may continue to strengthen its capital controls and our PRCsubsidiaries dividends and other distributions may be subject to tightened
314、 scrutiny in the future.The PRC government alsoimposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC.Therefore,we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency forthe
315、payment of dividends from our profits,if any.Furthermore,if our subsidiaries in the PRC incur debt on their own in thefuture,the instruments governing the debt may restrict their ability to pay dividends or make other payments.If we or oursubsidiaries are unable to receive all of the revenues from o
316、ur operations,we may be unable to pay dividends on our OrdinaryShares.A significant portion of the Companys business is conducted through the VIE and its subsidiary.Funds may be paid bythe VIE and its subsidiary to the WFOE as service fees pursuant to the VIE agreements.The Company may rely on divid
317、endspaid by the WFOE for its working capital and cash needs,including the funds necessary:(i)to pay dividends or cashdistributions to its shareholders,(ii)to service any debt obligations and(iii)to pay operating expenses.Cash dividends,if any,onour Ordinary Shares will be paid in U.S.dollars.If we a
318、re considered a PRC tax resident enterprise for tax purposes,anydividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRCwithholding tax at a rate of up to 10.0%.12 In order for us to pay dividends to our shareholders,we may rely on p
319、ayments made from the VIE and its subsidiary tothe WFOE,from the WFOE to Webus HK,from Webus HK to Webus International,and finally from Webus International toWebus.Certain payments from the WFOE to Webus HK are subject to PRC taxes,including business taxes and VAT.As of thedate of this prospectus,th
320、e VIE and its subsidiary have not made any other transfers,loans,or distributions.Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for theAvoidance of Double Taxation and Tax Evasion on Income,or the Double Tax Avoidance Arrangement,the 10%withholdin
321、g taxrate may be lowered to 5%if a Hong Kong resident enterprise owns no less than 25%of a PRC entity.However,the 5%withholding tax rate does not automatically apply and certain requirements must be satisfied,including,without limitation,that(a)the Hong Kong entity must be the beneficial owner of th
322、e relevant dividends;and(b)the Hong Kong entity must directlyhold no less than 25%share ownership in the PRC entity during the 12 consecutive months preceding its receipt of thedividends.In current practice,a Hong Kong entity must obtain a tax resident certificate from the Hong Kong tax authority to
323、apply for the 5%lower PRC withholding tax rate.As the Hong Kong tax authority will issue such a tax resident certificate on acase-by-case basis,we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kongtax authority and enjoy the preferential withhol
324、ding tax rate of 5%under the Double Taxation Arrangement with respect todividends to be paid by the VIE and its subsidiary or the WFOE to Webus HK.As of the date of this prospectus,the WFOEcurrently does not have any plan to declare and pay dividends to Webus HK and we have not applied for the tax r
325、esidentcertificate from the relevant Hong Kong tax authority.Webus HK intends to apply for the tax resident certificate when theWFOE plans to declare and pay dividends to Webus HK.When the WFOE plans to declare and pay dividends to Webus HK andwhen we intend to apply for the tax resident certificate
326、 from the relevant Hong Kong tax authority,we plan to inform theinvestors through SEC filings,such as a current report on Form 6-K,prior to such actions.See“Risk Factors-Risks Related toOur Corporate Structure-We are a holding company,and may rely on dividends paid by our subsidiaries for our cash n
327、eeds.Any limitation on the ability of our subsidiaries to make dividend payments to us,or any tax implications of making dividendpayments to us,could limit our ability to pay our parent company expenses or pay dividends to holders of our Ordinary Shares”on page 38.The WFOE may rely on the service fe
328、es to be paid by the VIE and its subsidiary pursuant to the VIE agreements.Therehas been no cash flows and transfers of other assets among the holding company,its subsidiaries,and VIE and its subsidiary.Thecash transfer among the holding company and its subsidiaries is intended to be made through di
329、vidends,capital contributions orintercompany loans between the holding company and its subsidiaries,if needed in the future.Currently,we do not have anyintentions to distribute earnings or settle amounts owed to our agreements,including the VIE agreements,except to theagreements entered under normal
330、 business operation as discussed hereof.None of our subsidiaries and the VIE and its subsidiaryhas made any dividend payment or distribution to the holding company as of the date this prospectus,and we currently intend toretain all available funds and future earnings,if any,for the operation and exp
331、ansion of our business and do not anticipatedeclaring or paying any dividends in the foreseeable future.Neither the Company nor any of its subsidiaries or the VIE and itssubsidiary has made any dividends or distributions to U.S.investors as of the date of this prospectus.Current PRC regulations perm
332、it WFOE to pay dividends to those entities only out of its accumulated profits,if any,determined in accordance with Chinese accounting standards and regulations.Therefore,under our current corporate structure,we rely on dividend payments or other distributions from WFOE to fund any cash and financin
333、g requirements we may have,including the funds necessary to pay dividends and other cash distributions to our shareholders or to service any debt we mayincur.If WFOE incurs debt on its own behalf in the future,the instruments governing such debt may restrict their ability to paydividends to us.In addition,WFOE is permitted to pay dividends to us only out of their accumulated profits,if any,asdeter