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1、F-1/A 1 ea0227263-f1a1_jaji.htm AMENDMENT NO.1 TO FORM F-1As filed with the Securities and Exchange Commission on January 15,2025Registration No.333-283901 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 AMENDMENT NO.1TOFORM F-1REGISTRATION STATEMENTUNDER THE SECURITIES ACT OF 19
2、33 JAJI Global Incorporation(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 7371 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.E
3、mployerIdentification Number)Room 511,North Building,2966 JinKe Road(ISPACE)Pudong District,Shanghai,PRC,201203Tel:86 21 60963686(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Puglisi&Associates850 Library Avenue,Suite 204Newark,Delawa
4、re 19711(302)738-6680(Name,address,including zip code,and telephone number,including area code,of agent for service)copies to:Pang Zhang-Whitaker,Esq.Steven Glusband,Esq.Guy Ben-Ami,Esq.Carter Ledyard&Milburn LLP28 Liberty StreetNew York,NY 10006+1-212 732 3200 Anthony W.Basch,Esq.J.Britton Willisto
5、n,Esq.Shannon M.McDonough,Esq.Kaufman&Canoles,P.C.Two James Center,14th Floor1021 East Cary StreetRichmond,Virginia 23219Tel:+1(804)771-5700 Approximate date of commencement of proposed sale to the public:as soon as practicable after the effective date ofthis registration statement.If any of the sec
6、urities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule415 under the Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,checkthe follo
7、wing box and list the Securities Act registration statement number of the earlier effective registration statement for thesame offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following boxand list the Securities Act registration sta
8、tement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following boxand list the Securities Act registration statement number of the earlier effective registration
9、statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Actof 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by checkma
10、rk if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financi
11、al AccountingStandards Board to its Accounting Standards Codification after April 5,2012.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay itseffective date until the Registrant shall file a further amendment which specifically states that th
12、is Registration Statementshall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until theRegistration Statement shall become effective on such date as the Securities and Exchange Commission,acting pursuant tosuch Section 8(a),may determine.The in
13、formation in this preliminary prospectus is not complete and may be changed.The securities may not be sold until theregistration statement filed with the Securities and Exchange Commission is effective.This prospectus is not an offer to sell nordoes it seek an offer to buy the securities in any juri
14、sdiction where such offer or sale is not permitted.PRELIMINARY PROSPECTUS,SUBJECT TO COMPLETION,DATED JANUARY 15,2025 JAJI Global Incorporation 1,600,000 Ordinary Shares This is an initial public offering of the Ordinary Shares of JAJI Global Incorporation.We are offering 1,600,000 OrdinaryShares.Pr
15、ior to this offering,there has been no public market for our Ordinary Shares.The initial public offering price is expectedto be between$4.00 and$6.00 per share.We have applied to list our Ordinary Shares on the Nasdaq Capital Market under thesymbol“JAJI.”We are an“emerging growth company”and a“forei
16、gn private issuer”as defined under the Securities and ExchangeCommission rules and will be subject to reduced public company reporting requirements for this prospectus and future filings.See“Prospectus Summary-Implications of Being an Emerging Growth Company,”“Prospectus Summary-Implications of Bein
17、g aForeign Private Issuer”and“Prospectus Summary-Implications of Being a Controlled Company.”We will also be a“controlledcompany”within the meaning of the applicable rules of the Nasdaq Stock Market because our two shareholders,Growth Ring Ltd.,a subsidiary of Nasdaq traded CLPS Incorporation(“CLPS”
18、),and Brightech(BRD)Ltd.(“Brightech”),will have(i)approximately86.2%of the total voting power of our then outstanding Ordinary Shares,assuming the underwriter does not exercise the over-allotment option,or(ii)approximately 84.5%of the total voting power of our then outstanding Ordinary Shares,assumi
19、ng theunderwriter exercises the over-allotment option in full.See“Principal Shareholders”for details.Investors in our Ordinary Shares are not purchasing equity securities of our subsidiaries that have substantive businessoperations,but instead are purchasing equity securities of a Cayman Islands hol
20、ding company.JAJI Global Incorporation,aholding company that conducts its business operations primarily through a series of subsidiaries in Mainland China.This structureinvolves unique risks to investors.For a detailed discussion of the associated risks,see“Prospectus SummaryHolding CompanyStructure
21、”and“Prospectus SummaryCertain Risks Associated with Our Corporate Structure.”Throughout this prospectus,unless the context indicates otherwise,“JAJI”or“JAJI Global”refers to JAJI Global Incorporation,the holding company,and“we,”“us,”“our company”or“our”refer to JAJI Global Incorporation and its sub
22、sidiaries as a group.We face various legal and operational risks and uncertainties associated with being based in or having our operationsprimarily in mainland China and the complex and evolving PRC laws and regulations.For example,we face risks associated withthe fact that the PRC government has si
23、gnificant authority in regulating our operations and may influence or intervene in ouroperations at any time,regulatory approvals on offerings conducted overseas by,and foreign investment in,China-based issuers,anti-monopoly regulatory actions and oversight on data security.These risks could result
24、in a material adverse change in ouroperations and the value of our Ordinary Shares,significantly limit or hinder our ability to offer or continue to offer securities toinvestors,or cause the value of such securities to significantly decline or become worthless.Recently,the PRC government initiated a
25、 series of regulatory actions and made a number of public statements on theregulation of business operations in certain areas in China,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companies listed overseas using a variable interest ent
26、ity(“VIE”)structure,adopting newmeasures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.We do not believe that we are directly subject to these regulatory actions or statements,as we do not have a VIE structure,and our business does not involve th
27、e collection of user data,implicate cybersecurity,or involve any other type of restrictedindustry.Since these statements and regulatory actions are new,it is uncertain how soon the legislative or administrative regulationmaking bodies will respond and what existing or new laws or regulations or deta
28、iled implementations and interpretations will bemodified or promulgated,if any,or the potential impact such modified or new laws and regulations will have on our daily businessoperations or our ability to accept foreign investments and list on a U.S.exchange.Any change in foreign investment regulati
29、ons,and other policies in China or any punishment imposed by the PRC government for our violation of such regulations or policiescould result in a material change in our operations and/or the value of the securities we are registering for sale and couldsignificantly limit or completely hinder our ab
30、ility to offer or continue to offer our securities to investors or cause the value of ourOrdinary Shares to significantly decline or be worthless.On July 6,2021,the General Office of the Communist Party of China Central Committee and the General Office of theState Council jointly issued an announcem
31、ent to crack down on illegal activities in the securities markets and promote thedevelopment of the capital markets,which,among other things,requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,to enhance supervision over Chi
32、na-based companies listed overseas,and to establish and improve the system of extraterritorial application of the PRC securities laws.On November 14,2021,theCyberspace Administration of China(“CAC”)published the Administration Measures for Cyber Data Security(Draft for PublicComments),or the“Cyber D
33、ata Security Measure(Draft)”,and on December 28,2021,the Cybersecurity Review Measurespublished by the CAC,National Development and Reform Commission,Ministry of Industry and Information Technology,Ministry of Public Security,Ministry of State Security,Ministry of Finance,Ministry of Commerce,People
34、s Bank of China,StateAdministration for Market Regulation,State Administration of Radio and Television,China Securities Regulatory Commission,State Secrecy Administration and State Cryptography Administration,effective on February 15,2022,which provides that,CriticalInformation Infrastructure Operat
35、ors(“CIIOs”)that purchase internet products and services and Data Processing Operators(“DPOs”)engaging in data processing activities that affect or may affect national security will be subject to the cybersecurityreview by the Cybersecurity Review Office.Cybersecurity Review Measures also requires c
36、yberspace operators with personalinformation of more than 1 million users who want to list abroad to file a cybersecurity review with the Office of CybersecurityReview.As of the date of this prospectus,these new laws and guidelines have not impacted our ability to conduct our business,accept foreign
37、 investments,or list and trade on a U.S.or other foreign exchange;however,there are uncertainties in theinterpretation and enforcement of these new laws and guidelines,which could materially and adversely impact our business andfinancial outlook and may impact our ability to accept foreign investmen
38、ts or continue to list on a U.S.or other foreign exchange.However,any change in foreign investment regulations,and other policies in China or related enforcement actions by the PRCgovernment or any punishment imposed by the PRC government for our violation of such regulations or policies could resul
39、t in amaterial change in our operations and the value of our Ordinary Shares and could significantly limit or completely hinder ourability to offer our securities to investors or cause the value of our securities to significantly decline or be worthless.See“RiskFactors Risks Related to Doing Busines
40、s in China “Changes,application and interpretation with respect to the PRC legalsystem could result in a material change in our operations and/or the value of the securities we are registering for sale.PRC lawsand regulations may be subject to future changes,which could result in a material change i
41、n our operations and/or the value of ourShares.”and“Risk Factors Risks Related to Doing Business in China Our corporate structure and being based in or havingthe majority of our operations in China,as well as changes in Chinas economic,political or social conditions or governmentpolicies could have
42、a material adverse effect on our business and operations.”On February 17,2023,the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering andListing by Domestic Enterprises(the“Trial Measures”),which became effective on March 31,2023.On the same date,the CSRCcirculated Sup
43、porting Guidance Rules No.1 through No.5,Notes on the Trial Measures,Notice on Administration Arrangementsfor the Filing of Overseas Listings by Domestic Enterprises and relevant CSRC Answers to Reporter Questions(collectively,the“Guidance Rules and Notice”)on the CSRCs official website.Under the Tr
44、ial Measures,either direct or indirect overseas offeringand listing by domestic companies shall fulfill the filing procedure with the CSRC with submitting relevant materials.Anyoverseas offering and listing made by an issuer that meets both the following conditions will be determined as indirect:(1)
45、50%ormore of the issuers operating revenue,total profit,total assets or net assets as documented in its audited consolidated financialstatements for the most recent accounting year is accounted for by domestic companies;and(2)the main parts of the issuersbusiness activities are conducted in the Chin
46、ese Mainland,or its main places of business are located in the Chinese Mainland,orthe senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in the ChineseMainland.The determination as to whether or not an overseas offering and listing by domestic
47、 companies is indirect,shall be madeon a substance over form basis.When certain circumstances happen,overseas offering and listing shall not be made.And If theintended overseas offering and listing necessitates a national security review,relevant security review procedures shall becompleted accordin
48、g to law before the application for such offering and listing is submitted to any overseas parties such assecurities regulatory agencies and trading venues.Pursuant to the Trial Measures and the Guidance Rules and Notice,initial publicofferings or listings in overseas markets shall be filed with the
49、 CSRC within 3 working days after the relevant application issubmitted overseas,and PRC domestic enterprises shall complete filings with the CSRC prior to their overseas offerings andlistings.This Offering and Listing is subject to approval by the CSRC pursuant to the Trial Measures.As of the date o
50、f thisprospectus,we have submitted our filing materials with the CSRC to fulfill the filing procedure with the CSRC as per requirementof the Trial Measures.If we fail to comply with the Trial Measures,we will be required to correct our behaviors,face warnings andfines which amount will range from RM
51、B1,000,000 to RMB10,000,000,and directly responsible personnel will also be warnedand fined an amount ranging from RMB500,000 to RMB5,000,000.Any failure by us to obtain the relevant approval or completethe filings and other relevant regulatory procedures in a timely manner will completely hinder ou
52、r ability to offer or continue tooffer our Ordinary Shares,cause significant disruption to our business operations,and severely damage our reputation,whichwould materially and adversely affect our financial condition and results of operations and cause our Ordinary Shares tosignificantly decline in
53、value or become worthless.Furthermore on December 2,2021,the SEC adopted final amendments implementing the disclosure and submissionrequirements under the HFCAA,pursuant to which the SEC will identify a“Commission-Identified Issuer”if an issuer has filed anannual report containing an audit report is
54、sued by a registered public accounting firm that the PCAOB has determined it is unableto inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction,and will then impose atrading prohibition on an issuer after it is identified as a Commission-Identified
55、Issuer for two consecutive years.On December 15,2022,the PCAOB issued a report that vacated its December 16,2021 determination and removed mainland China and Hong Kongfrom the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.Each year,t
56、he PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong,among other jurisdictions.If the PCAOB determines in the future that it no longer has full access to inspect and investigatecompletely accounting firms in mainland China and Hong Kon
57、g and we continue to use an accounting firm headquartered in one ofthese jurisdictions to issue an audit report on our financial statements filed with the SEC,we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year.
58、There can be no assurance thatwe would not be identified as a Commission-Identified Issuer for any future fiscal year,and if we were so identified for twoconsecutive years,we would become subject to the prohibition on trading in the U.S.under the HFCAA.For more details,see“Risk FactorsRisks Related
59、to Doing Business in Mainland ChinaOur Ordinary Shares may be prohibited from trading in theUnited States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located inChina.The delisting or prohibition of trading of our Ordinary Shares,or the threat of
60、 their being delisted or prohibited fromtrading,may materially and adversely affect the value of your investment.”We also face risks associated with the Holding Foreign Companies Accountable Act,or HFCAA.Trading in our securitieson U.S.markets,including the Nasdaq Capital Market,may be prohibited un
61、der the HFCAA if the Public Company AccountingOversight Board,or PCAOB,determines that it is unable to inspect or investigate completely our auditor for two consecutive years.On December 16,2021,the PCAOB issued the HFCAA Determination Report to notify the SEC of its determinations that thePCAOB was
62、 unable to inspect or investigate completely registered public accounting firms headquartered in Mainland China andHong Kong,including our auditor.On December 15,2022,the PCAOB announced that it was able to conduct inspections andinvestigations completely of PCAOB-registered public accounting firms
63、headquartered in Mainland China and Hong Kong in2022.The PCAOB vacated its previous determination accordingly.As a result,we do not expect to be identified as a“Commission-Identified Issuer”under the HFCAA.However,whether the PCAOB will continue to conduct inspections and investigationscompletely to
64、 its satisfaction of PCAOB-registered public accounting firms headquartered in Mainland China and Hong Kong issubject to uncertainty and depends on a number of factors out of our,and our auditors,control,including positions taken byauthorities of the PRC and the PCAOB.The PCAOB is required under the
65、 HFCAA to make its determination on an annual basiswith regards to its ability to inspect and investigate completely accounting firms based in Mainland China and Hong Kong.Thepossibility of being a“Commission-Identified Issuer”and risk of delisting could continue.The transfer of funds to or from our
66、 PRC entities,is subject to the laws and regulations of the Peoples Republic of China,or the PRC.Cash transfers from our JAJI to our PRC subsidiaries are subject to applicable PRC laws and regulations on loans anddirect investment.In addition,current PRC laws and regulations permit our PRC subsidiar
67、ies to pay dividends to its shareholderonly out of its accumulated profits,if any,determined in accordance with PRC accounting standards and regulations.For details,see“Risk Factors Risks Relating to Doing Business in China To the extent cash or assets of our business,or of our PRCsubsidiaries in Ma
68、inland China,such cash or assets may not be available to fund operations or for other use outside of the PRC,due to interventions in or the imposition of restrictions and limitations by the PRC government to the transfer of cash or assets.”Ifneeded,our Cayman Islands holding company can transfer cas
69、h to our PRC subsidiaries through loans and/or capital contributions,and our PRC subsidiaries can transfer cash to our Cayman Islands holding company through issuing dividends or otherdistributions.As of the date of this prospectus,JAJI has not paid dividends or made any distributions to any investo
70、rs,nor were anytransfers,dividends,or distributions made between JAJI and its subsidiaries.We intend to keep any future earnings to finance theexpansion of our business,and we do not anticipate that any cash dividends will be paid in the foreseeable future.As such,we havenot established any cash man
71、agement policies that dictate how funds are transferred among JAJI Cayman,its subsidiaries,orinvestors.See“Risk Factors Risks Relating to Our Ordinary Shares and This Offering We do not intend to pay dividends forthe foreseeable future.”Under Cayman Islands law,a Cayman Islands company may pay a div
72、idend on its shares either out ofprofits,if any,or share premium,provided that under no circumstances may a dividend be paid if this would result in the companybeing unable to pay its debts as they become due in the ordinary course of business.Under our current corporate structure,we mayrely on divi
73、dend payments from our operating subsidiaries to fund any cash and financing requirements we may have,includingproviding the funds necessary to pay dividends and other cash distributions to our shareholders.Our business and an investment in our Ordinary Shares involve a high degree of risk.See“Risk
74、Factors”beginning on page 16 of this prospectus to read about factors you should consider before buying our Ordinary Shares.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or determined if this prospectus is truthful o
75、r complete.Any representation to the contrary is a criminaloffense.Perordinaryshare Total Initial public offering price$Underwriting discounts and commissions(1)$Proceeds,before expenses,to us$(1)The underwriter,Aegis Capital Corp.,will receive compensation in addition to the discounts and commissio
76、ns.Theregistration statement,of which this prospectus is a part,also registers for sale warrants to purchase Ordinary Shares to be issued tothe underwriter in the aggregate equal to 5%of the aggregate number of Ordinary Shares sold in the offering(excluding the over-allotment option)at a price equal
77、 to 125%of the public offering price of the Ordinary Shares offered hereby(based on the assumedoffering price of$5.00 per Ordinary Share,the midpoint of the range set forth on the cover page of this prospectus).We haveagreed to issue the warrants to the underwriter as a portion of the underwriting c
78、ompensation payable to the underwriter inconnection with this offering.See“Underwriting”for a description of compensation payable to the underwriter.(2)The total estimated expenses related to this offering are set forth in the section entitled“Expenses Related to thisOffering.”We have granted the un
79、derwriter an option,exercisable for 45 days from the date of this prospectus,to purchase up to anadditional 15%of the total number of Ordinary Shares offered in this offering.For a description of the other compensation to bereceived by the underwriter,see“Underwriting.”The underwriter expects to del
80、iver the Ordinary Shares against payment in U.S.dollars on or about ,2025.Aegis Capital Corp.The date of this prospectus is ,2025 TABLE OF CONTENTS PageP?S?1T?O?15R?F?16S?N?F?-L?S?I?D?43U?P?45D?P?46C?47D?48E?C?L?49C?H?S?51M?D?A?F?C?R?O?53I?O?65B?66R?75M?88P?S?94R?96D?S?C?99S?E?F?F?S?109T?111U?120E?R
81、?T?T?O?125L?M?125E?125W?Y?C?F?A?I?125I?C?F?S?F-1 This prospectus contains certain estimates and information concerning our industry,including market position,market size,and growth rates of the markets in which we participate.This information involves a number of assumptionsand limitations,and you a
82、re cautioned not to give undue weight to these estimates.We have not independently verified theaccuracy or completeness of the data contained in these industry publications and reports.The industry in which weoperate is subject to a high degree of uncertainty and risk due to a variety of factors,inc
83、luding those described in the“RiskFactors”section.These and other factors could cause results to differ materially from those expressed in these publicationsand reports.i ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus or in any related free-writing prospec
84、tus.Wehave not authorized anyone to provide you with information different from that contained in this prospectus or in anyrelated free-writing prospectus.We are offering to sell,and seeking offers to buy,the Ordinary Shares offered hereby,butonly under circumstances and in jurisdictions where offer
85、s and sales are permitted and lawful to do so.The informationcontained in this prospectus is current only as of the date of this prospectus,regardless of the time of delivery of thisprospectus or of any sale of the Ordinary Shares.Neither we nor the underwriter have taken any action that would permi
86、t a public offering of the Ordinary Shares outsidethe United States or permit the possession or distribution of this prospectus or any related free-writing prospectus outside theUnited States.Persons outside the United States who come into possession of this prospectus or any related free-writing pr
87、ospectusmust inform themselves about and observe any restrictions relating to the offering of the Ordinary Shares and the distribution of theprospectus outside the United States.FINANCIAL STATEMENTS AND CURRENCY PRESENTATION Basis of Presentation Unless otherwise indicated,all financial information
88、contained in this prospectus is prepared and presented in accordancewith generally accepted accounting principles in the United States of America(“U.S.GAAP”or“GAAP”).Certain amounts,percentages and other figures included in this prospectus have been subject to rounding adjustments.Accordingly,amount
89、s,percentages and other figures shown as totals in certain tables or charts may not be the arithmetic aggregation of those that precedethem and amounts and figures expressed as percentages in the text may not total 100%or,when aggregated may not be thearithmetic aggregation of the percentages that p
90、recede them.Financial Information in U.S.Dollars Our reporting currency is the United States Dollar.This prospectus also contains translations of certain foreign currencyamounts into U.S.dollars for the convenience of the reader.References to“dollars,”“U.S.Dollars”or“$”are to United StatesDollars an
91、d“RMB”are to Chinese Renminbi.Unless otherwise stated,all translations of RMB into U.S.dollars in this prospectusare made at a rate of RMB7.2672 to US$1.00,the exchange rate in effect as of June 30,2024 as set forth in the H.10 statisticalrelease of the U.S.Federal Reserve Board.We make no represent
92、ation that the RMB or U.S.dollar amounts referred to in thisprospectus could have been or could be converted into U.S.dollars or Singapore dollars,as the case may be,at any particular rateor at all.MARKET AND INDUSTRY DATA Certain market data and forecasts used throughout this prospectus were obtain
93、ed from market research,reports ofgovernmental and international agencies and industry publications,gathered by the Company.This information involves a numberof assumptions and limitations,and you are cautioned not to give undue weight to such estimates.Our estimates involve risks anduncertainties a
94、nd are subject to change based on various factors,including those discussed under the heading“Risk Factors”in thisprospectus.Until*,2025(the 25th day after the date of this prospectus),all dealers that buy,sell or trade Ordinary Shares,whether or not participating in this offering,may be required to
95、 deliver a prospectus.This is in addition to the obligation ofdealers to deliver a prospectus when acting as underwriter and with respect to their unsold allotments or subscriptions.ii P?S?The following summary is qualified in its entirety by,and should be read in conjunction with,the more detailedi
96、nformation and financial statements and notes appearing elsewhere in this prospectus.In addition to this summary,we urgeyou to read the entire prospectus carefully,especially the risks of investing in our Ordinary Shares discussed under“RiskFactors,”before deciding whether to buy the Ordinary Shares
97、.Our Mission We are dedicated to empowering businesses through intelligent solutions and driving industry transformation withcutting-edge technologies.We achieve this by integrating advanced technologies and intelligent applications into our clientsoperations,unlocking a new era of efficiency and in
98、novation.Our solutions and technologies allow our clients to gain valuableinsights,make data-driven decisions,and improve their market position.Our technological solutions are designed to optimizeresource allocation,reduce operating costs,and enhance productivity,which promote our clients ability to
99、 remain competitivein todays dynamic market.We go beyond simply providing technology;we believe that we become a trusted partner,collaborating with our clients to navigate their digital transformation journey and build a smarter,more efficient future.Our Business We are an information technology(“IT
100、”)service and products provider focused on accelerating innovation andsoftware-driven technologies in the securities industry and the automotive industry in China.We also provide services andproducts to clients in other countries and intend to expand our global reach.In addition,we also provide busi
101、ness managementand recruiting services to our customers.The automotive industry has undergone an unprecedented transformation redefiningthe driving experience with software-defined vehicles(SDVs),emphasizing features such as autonomous driving,IoTconnectivity,digital cockpits,and safety technologies
102、.By offering a comprehensive portfolio of IT consulting services,solutions,and products,we support our clients goal of accelerating innovation and software-driven transformation byleveraging our expertise in emerging technologies.Our offerings for the securities industry support the following system
103、s of oursecurities services customers:intelligent robo-advisory decision engines,data management platforms(DMPs),and real-timedata analytics systems.Our services and products assist clients in generating in-depth market analysis,optimizing investmentstrategies,and improving trading efficiency,all wh
104、ile safeguarding system security and regulatory compliance.Our current IT products integrate cutting-edge technology and intelligent algorithms,encompassing driver health andsafety monitoring,financial investment simulation,and enterprise intelligent decision support.These products drive innovationa
105、nd development in the securities industry and the automotive industry.We employ cutting-edge tools and technologies,including big data,cloud computing,and artificial intelligence(AI)todrive innovation and development in these markets.By combining our professional knowledge about the industry sectors
106、 onwhich we focus and our technical expertise,we help clients solve complex challenges,optimize business processes,improveefficiency,with the goal of helping our clients to achieve sustainable growth and value creation.1 Our primary focus is in the following key operational areas:IT and business man
107、agement consulting services We offer comprehensive IT consulting services to clients in the automotive industry and securities industry.We enableclients to optimize and reduce operational costs by strategically outsourcing specific functions,such as IT project research anddevelopment or certain busi
108、ness operating functions like sales and financial management,to our team of experienced ITprofessionals.This allows clients to focus on their core activities.Our service delivery model includes on-site consultationsprovided at the clients site by our own IT employees,off-site development followed by
109、 remote project delivery,andcomprehensive project management.Our team combines deep industry knowledge and expertise in IT and businessmanagement consulting services to deliver high-quality solutions.For example,our IT professionals help our automotive clients to develop advanced systems in their so
110、ftware-definedvehicles,such as over-the-air(OTA)upgrades to management systems,driver monitor systems(DMS),advanced drivingassistance systems(ADAS),navigation control systems,and vehicle status diagnostic management systems,among others.Weare dedicated to helping clients enhance product performance,
111、optimize user experience,and actively assist the industryachieving more environmentally friendly,efficient,and safe driving experience.As of September 30,2024,we employed 171 IT professionals in the PRC,93%of which are based in Shanghai,andthe rest are located in Beijing,Dalian,Hangzhou,Shenzhen and
112、 Wuhan.Our principal clients,SAIC Motor Corporation Limited(“SAIC Motor”)and Orient Securities Company Limited(“Orient Securities”),accounted for 23.7%and 25.1%of our revenuesgenerated from our IT and business management consulting services in 2023,and 35.2%and 29.3%of our revenues generatedfrom our
113、 IT and business management consulting services in the six months ended June 30,2024.We entered into a serviceagreement with SAIC Motor on May 24,2022,with a two year term ending May 31,2024.We are in the process of renewingand updating this agreement,which is expected to be completed in late 2024.W
114、hile discussions with SAIC Motor for therenewal are ongoing,we continue to provide services in accordance with the terms of the expired agreement.Under theagreement,we provided IT service to develop digital construction projects for SAIC Motor.We also entered into a personneloutsourcing service coop
115、eration agreement with Orient Securities in November 2022 for an initial term of one year,whichagreement is automatically renewed for consecutive one-year periods if we provide one months prior notice and neither partyobjects.We have renewed this agreement with Orient Securities and the current term
116、 ends in November 2025.Under thisagreement,we provided personnel to complete tasks assigned by Orient Securities at their designated locations.We also offer recruitment services to assist our clients in finding and hiring suitable candidates,including jobadvertising,candidate sourcing,resume screeni
117、ng,interview coordination,and candidate selection.For the year endedDecember 31,2023 and the six months ended June 30,2024,revenues generated from recruitment services constituted 2.9%and 2.7%of the total revenue generated from our IT and business management consulting services.According to Chinas N
118、ational Bureau of Statistics,revenue generated from information technology services in Chinain 2023 was 8,122.6 billion RMB(approximately US$1,144.0 billion),representing a year-over-year increase of 15.1%with acompound annual growth rate(CAGR)of 16.8%for the five years ended December 31,2023.Custom
119、ized IT Solution Services We also specialize in delivering customized IT solutions to clients in the automotive and securities industries,bothlocally and globally.Our IT solution services encompass IT maintenance,development,system updates,and intelligent softwareupgrades tailored to each clients sp
120、ecific needs and requests.Based on each clients unique requirements and leveraging cutting-edge tools and technologies such as cloudcomputing,big data,and artificial intelligence,we design and implement solutions that enhance operational efficiency andbusiness performance,enabling clients to achieve
121、 their strategic goals.Our customized IT solutions involve a collaborative process to meet each clients unique requirements.This includessystem design,planning,and integration,often incorporating a significant degree of personalization.The duration of theseprojects typically falls within a one-year
122、time frame.Upon completion,clients conduct acceptance testing to ensure thesolutions meet their expectations.Revenue from customized IT solution services decreased by$1.4 million,or 95.0%,to$77.3 thousand for the yearended December 31,2023,from$1.5 million in 2022.Revenue from customized IT solution
123、 services increased by$278.3thousand,or 384.5%,to$350.7 thousand for the six months ended June 30,2024,from$72.4 thousand for the six months endedJune 30,2023.Customized IT solutions are mainly developed in Shanghai,where approximately 9 IT professionals areresponsible for this business which servic
124、es clients throughout the PRC.2 IT Products Leveraging our research and development(R&D)expertise,we have developed a portfolio of proprietary IT productsdesigned to address the specific needs of various industry sectors.Revenue from product sales were$772.9 thousand for theyear ended December 31,20
125、23 and$250.9 thousand for the six months ended June 30,2024.We began selling these products inthe second half of 2023 and did not record any sales in the six months ended June 30,2023.Our current products include:Investment Funds Simulator Our Investment Funds Simulator utilizes high-fidelity simula
126、tion technology to replicate the operations of an open-endfund.This immersive platform enables users to participate in a team environment,assuming various roles and engaging inessential activities such as investment research,decision-making,risk management,trade execution,fund valuation,performance
127、evaluation,asset allocation,and subscription/redemption processes.The platform goes beyond basic simulation byoffering realistic experiences like hosting roadshows,managing investor relations,leveraging AI for research report creation,customizing investment strategies,conducting financial ratio anal
128、ysis,managing market timing analysis,and participating inlarge-scale competitions.Users gain a comprehensive understanding of the workflow and methodologies involved ininstitutional investment.Our target clients for the Investment Funds Simulator are educational institutions and securitiesindustry p
129、articipants.This product was first developed in 2022 and sales commenced in 2023.The price for this product isapproximately$44 thousand.Decision Engine Our Decision Engine is an intelligent decision support tool designed to enable businesses to generate data-driveninsights.This system leverages adva
130、nced data analytics and machine learning algorithms to provide accurate and efficientdecision-making support across various business functions,including capital market forecasting,intelligent marketing,productpricing,supply chain optimization,and risk management.It features intuitive visualizations
131、and interactive capabilities,facilitating user comprehension of data and decision outcomes.By enabling businesses to make faster,more informed decisionsin complex and dynamic markets,this system helps clients enhance operational efficiency,competitiveness,and profitability.This Decision Engine can b
132、e utilized by a broad range of industries,especially the securities industry.This product was firstdeveloped in late December,2021 and sales commenced in 2023.Our customers include a pharmaceutical company andaffiliates of CLPS.Prices for this product range from$37.0 thousand to$44.0 thousand depend
133、ing on the configurations.Operations Management System Our Operations Management System(OMS)is a comprehensive software program designed to optimize andstandardize business operations across a company.It leverages a systematic approach and intuitive graphical user interface toallow businesses to cus
134、tomize,scientifically plan,and monitor their operational processes in response to evolving project needs.This includes formulating data-driven management strategies,enhancing process efficiency and quality,and fostering seamlessintegration between individuals,departments,and systems.By streamlining
135、workflows and eliminating bottlenecks,the systemfacilitates precise operation across applications,departments,and partner ecosystems.Through comprehensive processmodeling,automation,management,monitoring,and optimization,it ensures efficient,standardized,and adaptable operations,empowering businesse
136、s to manage even the most complex workflows with greater intelligence.This system can be utilized by a broad range of industries.This product was initially used by us internally and was firstmarketed in 2023,in which year sales commenced.Our customers include an IT education and training company,aff
137、iliates ofCLPS,a biopharmaceutical company,a machinery technology company,a cloud services company and an electromechanicalengineering company.Prices for this product range from$62.0 thousand to$68.0 thousand depending on the configurations.Our Market Opportunity The rapid development and continuous
138、 popularization of information technology is accelerating changes in our dailylives and has penetrated into most areas of social life,thereby affecting the changes in the global economic activity.Accordingto a press release issued on January 17,2024 by the Gartner Group(“Gartner”)(https:/ informatio
139、ntechnology expenditures in 2023 reached$4,678.8 billion,representing a year-over-year increase of 3.3%.Within this category,IT services expenditures were$1,381.8 billion,reflecting a 5.8%year-over-year increase,and software expenditures reached$913.3 billion,a 12.4%year-over-year increase.Gartner h
140、as predicted that global information technology expenditures will reach$4,997.7 billion in 2024,a year-over-year increase of 6.8%.IT services expenditures are expected to rise to$1,501.4 billion,an 8.7%year-over-year increase,whilesoftware expenditures are projected to grow to$1,029.4 billion,a 12.7
141、%year-over-year increase.3 Our Strengths Top-Tier IT Professionals We employ highly skilled IT professionals with extensive project and product development experiences across diverseindustries,including automotive,finance,securities,healthcare,e-commerce,and manufacturing.Our team possesses a broadr
142、ange of expertise encompassing embedded technologies,IoT communications,microservices architecture,big data,cloudcomputing,and advanced large-scale models.We prioritize continuous learning through multifaceted training programs focusedon technical proficiency,industry knowledge,and project delivery
143、management.These programs are designed to continuallyenhance our teams skills and management capabilities.Collaborative Culture Our team structure fosters collaboration and leverages expertise to obtain project success.We have established anetwork of highly skilled professionals organized into speci
144、alized groups.This includes industry experts who provide strategicguidance,experienced project management teams that deliver projects efficiently,and offshore development centers in Shanghaithat contribute to cost-effective solutions.This collaborative structure enables us to consistently deliver ou
145、tstandingperformance and efficient project execution.Responsive Service We are committed to delivering high-quality service and products to our clients,ensuring their satisfaction and long-term partnership with us.Our IT and business management consulting services are backed by a dedicated account m
146、anager teamavailable 24/7,providing swift responses within one hour and utilizing a robust tracking mechanism for issue resolution,particularly beneficial for business-to-business(B2B)companies.Our delivery manager maintains frequent communication,responding and following up more than five times dai
147、ly during the service delivery process.We strive to be a one-stop solution provider for the IT needs of clients in the automotive and securities industries.Thisincludes offering consulting services to address IT expertise gaps and reduce salary costs for clients,as well as deliveringcustomized IT so
148、lutions tailored to their specific needs.We not only offer existing solutions and products but also innovate todevelop new,unique solutions tailored to meet our clients evolving business development and innovation needs.What alsodistinguishes us from our competitors is our independently developed so
149、ftware products,which are gaining market acceptance.Employee Professionalism and Stability Our IT and business management consulting services rely heavily on the professionalism and stability of our ITprofessionals stationed on-site at client locations.Clients value the stability and professional co
150、mpetence of our consultingpersonnel.To meet client expectations and maintain a high level of professionalism,we have implemented various measuresaimed at enhancing our teams skills and sense of belonging,ultimately improving our service performance and marketcompetitiveness.4 We prioritize continuou
151、s improvement for our employees by providing a comprehensive range of free training coursescovering IT,English,and soft skills,among others.These courses are designed to enhance their knowledge and skill levels,supporting their career development and ensuring they stay updated with industry trends.T
152、o foster employee loyalty and a strong sense of belonging,we offer a comprehensive benefits package that includescompetitive health insurance,generous employee wellness programs,employee welfare,and clear career advancementopportunities.These investments not only contribute to a low employee turnove
153、r rate,resulting in a stable and experiencedteam,but also directly translate to sustained growth and increased revenue.A loyal and engaged workforce is essential fordelivering exceptional client service and achieving long-term success.See“Business”for more details on our strengths.Our Strategies We
154、utilize a multi-pronged strategic approach to drive sustainable growth and maximize value creation for ourstakeholders.Global Expansion We are actively expanding our operations on a global scale,including sales to international destinations and exploringglobal acquisition opportunities,enhancing our
155、 competitiveness by accessing new markets,developing innovative products andservices,and leveraging global resources.We intend to use a portion of the proceeds from this offering to establish sales officesemploying local sales and business development teams in Singapore,Hong Kong and the U.S.We do n
156、ot expect that theseoffices will generate material revenue in the next twelve months.Flexible Delivery Models We cater to diverse client needs through a variety of flexible service and product delivery models,including offshoreand onshore delivery,strategic collaborative delivery,software-as-a-servi
157、ce(SaaS),and platform-as-a-service(PaaS)delivery.This approach fosters strong relationships with business partners and contributes to exceptional client satisfaction.Deep Industry Expertise We maintain a laser focus on the software-defined vehicle segment of the automotive industry and the securitie
158、sservices industry.By continually extracting valuable insights from our existing client base,we delve deeper into these areas,identifying new business opportunities and developing highly specialized technologies and services.Product Development Capabilities We prioritize the research and development
159、 of new technologies for the automotive and securities services industries.We believe that this commitment to innovation will generate a steady stream of new products and cutting-edge solutions thataddress evolving market demands and maintain our competitive edge.See“Business”for more details on the
160、se strategies.Summary of Risk Factors Investing in our Ordinary Shares involves significant risks.Investors are not purchasing equity securities of oursubsidiaries that have substantive business operations,but instead are purchasing equity securities of a Cayman Islands holdingcompany.JAJI is a Caym
161、an Islands holding company that conducts its business operations primarily through subsidiaries inChina.This structure involves unique risks to investors.There are legal and operational risks associated with being based in and having the majority of our operations in China.The conduct of our busines
162、s in the PRC must comply with PRC laws and be governed by the relevant PRC authorities whichwere authorized by the PRC laws to supervise our daily operations.The PRC governments exercise of oversight over theconduct of our business may influence our operations at any time.If we are deemed not to com
163、ply with the applicable PRClaws,we may be subject to fines and other administrative penalties from the relevant PRC authorities.The application of andour violation of such laws and regulations(if any)and the punishment imposed by the relevant PRC authorities for suchviolation could result in a mater
164、ial change in our operations and/or the value of the securities we are registering for sale;couldcause significant negative effect on our ability to continue our operations;could significantly limit or completely hinder ourability to offer or continue to offer our securities to investors;and may cau
165、se the value of our securities to significantly declineor be worthless.5 Recently,the PRC government initiated a series of regulatory actions and made a number of public statements on theregulation of business operations in certain areas in China,including cracking down on illegal activities in the
166、securities market,enhancing supervision over China-based companies listed overseas using a VIE structure,adopting new measures to extend thescope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.We do not believe that we are directlysubject to these regulatory actions
167、or statements,as we do not have a VIE structure,and our business does not involve thecollection of user data,implicate cybersecurity,or involve any other type of restricted industry.Since these statements andregulatory actions are new,it is uncertain how soon the legislative or administrative regula
168、tion making bodies will respond andwhat existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated,ifany,or the potential impact such modified or new laws and regulations will have on our daily business operations or our abilityto accept forei
169、gn investments and list on a U.S.exchange.Any change in foreign investment regulations,and other policies inChina or any punishment imposed by the PRC government for our violation of such regulations or policies could result in amaterial change in our operations and/or the value of the securities we
170、 are registering for sale and could significantly limit orcompletely hinder our ability to offer or continue to offer our securities to investors or cause the value of our Ordinary Shares tosignificantly decline or be worthless.We also face risks associated with the HFCAA.Trading in our securities o
171、n U.S.markets may be prohibited under theHFCAA if the PCAOB determines that it is unable to inspect or investigate completely our auditor for two consecutive years.On December 16,2021,the PCAOB issued the HFCAA Determination Report to notify the SEC of its determinations that thePCAOB was unable to
172、inspect or investigate completely registered public accounting firms headquartered in Mainland Chinaand Hong Kong,including our auditor.On December 15,2022,the PCAOB announced that it was able to conduct inspectionsand investigations completely of PCAOB-registered public accounting firms headquarter
173、ed in Mainland China and Hong Kongin 2022.The PCAOB vacated its previous determination accordingly.As a result,we do not expect to be identified as a“Commission-Identified Issuer”under the HFCAA.However,whether the PCAOB will continue to conduct inspections andinvestigations completely to its satisf
174、action of PCAOB-registered public accounting firms headquartered in Mainland China andHong Kong is subject to uncertainty and depends on a number of factors out of our,and our auditors,control,includingpositions taken by authorities of the PRC and the PCAOB.The PCAOB is required under the HFCAA to m
175、ake its determinationon an annual basis with regards to its ability to inspect and investigate completely accounting firms based in Mainland Chinaand Hong Kong.The possibility of being a“Commission-Identified Issuer”and risk of delisting could continue to adverselyaffect the trading price of our sec
176、urities.If the PCAOB determines in the future that it no longer has full access to inspect andinvestigate accounting firms headquartered in Mainland China and Hong Kong and we continue to use such accounting firm toconduct audit work,we would be identified as a“Commission-Identified Issuer”under the
177、 HFCAA following the filing of theannual report for the relevant fiscal year,and if we were so identified for two consecutive years,trading in our securities on U.S.markets would be prohibited.Growth Ring Ltd.,a subsidiary of CLPS,and Brightech,are our two major shareholders,and will remain our majo
178、rshareholders upon the completion of this offering.As a“controlled company,”we are permitted to elect not to comply withcertain corporate governance requirements.If we rely on these exemptions,you will not have the same protection afforded toshareholders of companies that are subject to these corpor
179、ate governance requirements.Our principal shareholders may fromtime to time make strategic decisions that they believe are in the best interests of their businesses as a whole.These decisionsmay be different from the decisions that we would have made on our own.Their decisions with respect to us or
180、our business,including any related party transactions with us,may be resolved in ways that favor them and their shareholders,which may notcoincide with the interests of us and our other shareholders.Our relationship with our principal shareholders may subject us to various risks.In particular,potent
181、ial conflicts ofinterest may arise between us in a number of areas,such as disputes around the services we provide to them.We havehistorically provided IT services to CLPS and its subsidiaries.To the extent we cannot maintain our cooperative relationshipswith CLPS at reasonable terms,or at all,we wi
182、ll need to source other customers for our products and services.Finally,CLPSand its subsidiaries may offer products or services that directly compete with ours.Our inability to maintain a cooperativerelationship with CLPS and its subsidiaries or if they compete directly with us,our business,growth a
183、nd prospects could bematerially and adversely affected.There can be no assurance that CLPS and its subsidiaries will continue to provide us withfinancing in the future,if needed.6 You should carefully consider all of the information in this prospectus before making an investment in the OrdinaryShare
184、s,especially the risks and uncertainties discussed under“Risk Factors,”and information contained in“ManagementsDiscussion and Analysis of Financial Condition and Results of Operations.”Please find below a summary of the principal risksand uncertainties we face,organized under relevant headings.These
185、 risks are discussed more fully in“Risk Factors.”Risks Related to Our Business and Industry Due to intense competition for highly skilled personnel,we may fail to attract and retain enough sufficientlytrained personnel to support our operations;as a result,our ability to obtain new projects may be n
186、egativelyaffected and our revenues could decline.Increases in wages for IT professionals in China could prevent us from sustaining our competitive advantage andcould reduce our profit margins.We face intense competition from IT services companies;if we are unable to compete effectively,we may losecl
187、ients and our revenues may decline.We may be forced to reduce the prices of our services due to increased competition and reduced bargaining powerwith our clients,which could lead to reduced revenues and profitability.Our future growth and success is closely related to consumers demand for software-
188、defined vehicles in anautomotive industry that is generally highly competitive,cyclical and volatile.Security breaches and attacks against our systems and network,and any potential resultant breach or failure tootherwise protect confidential and proprietary information,and network disruptions in gen
189、eral could damage ourreputation and adversely affect our business,financial condition and results of operations.We may not be able to prevent others from unauthorized use of our intellectual property,which could harm ourbusiness and competitive position.If we do not succeed in attracting new clients
190、 for our services and or growing revenues from existing clients,wemay not achieve our revenue growth goals.A pandemic or any other infectious and communicable diseases,as well as the occurrence of any acts of God,war,terrorist attacks and other catastrophic events may have a material adverse effect
191、on our business,financialcondition and results of operations.As we plan to expand our operations from China to international markets,we will increasingly face political,legaland compliance,operational,regulatory,economic and other risks that we do not face or are more significant thanin our domestic
192、 operations.Our exposure to these risks is expected to increase.Risks Related to Our Relationship with our Principal Shareholders We may have conflicts of interest with our principal shareholders and we may not be able to resolve such conflictson terms favorable to us.Potential conflicts of interest
193、 could arise in connection with our agreements with CLPS.Our business may be adversely affected if our collaboration with CLPS and its affiliates is terminated or curtailed,or if we are no longer able to obtain financing on favorable terms.CLPS will control the outcome of shareholder actions in our
194、company.7 Risks Related to Doing Business in China Changes,application and interpretation with respect to the PRC legal system could result in a material change inour operations and/or the value of the Ordinary Shares we are offering.Because a majority of our operations are in China,our business is
195、subject to the complex and rapidly evolvinglaws and regulations there,as well as the relevant PRC authorities supervision.The approval of the China Securities Regulatory Commission and other compliance procedures may be required inconnection with this offering,and,if required,we cannot predict wheth
196、er we will be able to obtain such approval.The New Overseas Listing Rules and other relevant rules promulgated by the CSRC may subject us to additionalcompliance requirements in the future.PRC regulations relating to offshore investment activities by Mainland China residents may subject our Mainland
197、China resident beneficial owners or our PRC subsidiaries to liability or penalties,limit our ability to inject capitalinto our PRC subsidiaries,limit our PRC subsidiaries ability to increase its registered capital or distribute profitsto us.To the extent cash or assets of our business,or of our PRC
198、subsidiaries,are in Mainland China,such cash or assetsmay not be available to fund operations or for other use outside of the PRC,due to interventions in or theimposition of restrictions and limitations by the PRC government to the transfer of cash or assets.PRC regulations of loans to and direct in
199、vestment in PRC entities by offshore holding companies andgovernmental control of currency conversion may delay us from using the proceeds of this offering to make loansor additional capital contributions to our PRC subsidiaries which could materially and adversely affect ourliquidity and our abilit
200、y to fund and expand our business.Governmental Control and Restriction on currency exchange may limit our ability to utilize our revenueseffectively.Under the PRC Enterprise Income Tax Law(“EIT Law”),we may be classified as a Mainland China“residententerprise”for PRC enterprise income tax purposes.S
201、uch classification would likely result in unfavorable taxconsequences to us and our non-PRC shareholders and have a material adverse effect on our results of operationsand the value of your investment.Risks Related to the Ordinary Shares and This Offering There has been no public market for our Ordi
202、nary Shares prior to the completion of this offering,and you may notbe able to resell our Ordinary Shares at or above the price you pay for them,or at all.8 The initial public offering price for our Ordinary Shares may not be indicative of prices that will prevail in thetrading market and such marke
203、t prices may be volatile.If securities or industry analysts do not publish research or reports about our business,or if they publish anegative report regarding our Ordinary Shares,the price of our Ordinary Shares and trading volume could decline.We are a“controlled company”within the meaning of the
204、applicable rules of the Nasdaq Stock Market.Recent Regulatory Development Approvals from the PRC Authorities to Issue Our Ordinary Shares to Foreign Investors Recently,the Chinese government promulgated a series of statements and actions to regulate business operations inChina with limited advance n
205、otice,including cracking down on illegal activities in the securities market,enhancing supervisionover China-based companies listed overseas and adopting new measures to extend the scope of cybersecurity reviews.Forexample,the General Office of the Central Committee of the Communist Party of China a
206、nd the General Office of the StateCouncil jointly issued the“Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,”or the“Opinions”,which were made available to the public on July 6,2021.The Opinions emphasized the need to strengthen theadministration over illegal sec
207、urities activities,and the need to strengthen the supervision over overseas listings by Chinesecompanies.Moreover,the Cyberspace Administration of China,or the“CAC”,promulgated the Cybersecurity Review Measurethat became effective on February 15,2022,which extends the scope of cybersecurity review t
208、o data processing operatorsengaging in data processing activities that affect or may affect national security,including listing in a foreign country,andrequire a mandatory clearance of cybersecurity review to be completed by network platform operators that possess personainformation of more than 1 m
209、illion users.As of the date of this prospectus,we are not subject to cybersecurity review becausewe are not deemed to be a critical information infrastructure operator or network platform operator possessing personalinformation of more than 1 million users as of the date of this prospectus.See“Risk
210、Factors Risks Relating to DoingBusiness in China Recent greater oversight by the CAC over cybersecurity and data security,particularly for companiesseeking to list on a foreign exchange,could adversely impact our business and our proposed offering.”On August 8,2006,six PRC governmental and regulator
211、y agencies,including the China Securities RegulatoryCommission,or the CSRC,promulgated the Rules on Acquisition of Domestic Enterprises by Foreign Investors,or the M&ARules,that became effective on September 8,2006,and was amended on June 22,2009.The M&A Rules,among other things,require that offshor
212、e special purpose vehicles,or“SPVs”,that are controlled by Mainland China companies or individuals andthat have been formed for overseas listing purposes through acquisitions of Mainland China domestic interests held by suchcompanies or individuals,shall obtain the approval of the CSRC prior to publ
213、icly listing their securities on an overseas stockexchange.See“Risk Factors Risks Relating to Doing Business in China The approval of the China Securities RegulatoryCommission and other compliance procedures may be required in connection with this offering,and,if required,we cannotpredict whether we
214、 will be able to obtain such approval.”In addition,on February 17,2023,the CSRC promulgated Interim Measures for the Administration of OverseasSecurities Offering and Listing by Domestic Enterprises,or the“Trial Measures”,and five(5)supporting guidelines,whichbecame effective on March 31,2023.Pursua
215、nt to the Trial Measures,a PRC domestic company that seeks to offer or listsecurities overseas,by both direct and indirect means,shall submit the filing materials with the CSRC as required by the TrialMeasures within three(3)business days following its submission of an application for its initial pu
216、blic offering or listing tooverseas securities authorities.If the PRC domestic company fails to complete the required filing procedures,conceals anymaterial fact,or falsifies any major content in its filing documents,such PRC domestic company may be subject toadministrative penalties,such as an orde
217、r to rectify,warnings,fines,and its controlling shareholders,actual controllers,theperson directly in charge and other directly liable persons may also be subject to administrative penalties,such as warnings andfines.According to the Arrangements for the Recordation-Based Administration of Overseas
218、Offering and Listing by DomesticEnterprises,or the CSRC Notice,beginning on March 31,2023,PRC domestic companies that had submitted valid applicationsfor overseas offering and listing but did not obtain the approval from overseas regulatory authorities or overseas stockexchanges,shall complete the r
219、equired filing procedures with the CSRC prior to the completion of their overseas offerings andlisting.According to the Trial Measures,the CSRC shall conclude the filing within 20 business days upon the receipt of therequired filing materials,provided the filing materials are complete and in complia
220、nce with the Trial Measures.In compliancewith the Trial Measures,we submitted our filing materials to the CSRC on June 21,2024(Beijing Time).See“RiskFactors Risks Relating to Doing Business in China The New Overseas Listing Rules and other relevant rules promulgatedby the CSRC may subject us to addi
221、tional compliance requirements in the future.”9 Based on the opinion of our PRC counsel,DaHui,we have not received any inquiry,notice,warning,sanction,or anyregulatory objection to this offering from the CSRC,the CAC,or any other PRC authorities that have jurisdiction over ouroperations.Further,DaHu
222、i has advised us that,based on their understanding of the current PRC laws and regulations,as of thedate of this prospectus,DaHui is of the opinion that we and/or our PRC subsidiaries(i)are not subject to the cybersecurityreview by the CAC,as stipulated in the Cybersecurity Review Measure,since we a
223、re not deemed to be a critical informationinfrastructure operator or network platform operator possessing personal information of more than 1 million users;(ii)are notsubject to the CSRC approval in the context of this offering as required under M&A Rules,as JAJI Shanghai is controlled by aforeign-i
224、nvested enterprise at the time of its acquisition.Since these regulatory developments and policy announcements are recent,there remains some uncertainty regardingthe timeline and specifics of legislative or administrative actions.It is unclear how and when relevant regulatory bodies mayrespond,and w
225、hether existing or new laws,regulations,or their interpretations might evolve.These developments may impactour business operations,our ability to attract foreign investment,or our potential listing on a U.S.exchange.While we strive toensure compliance with all applicable regulations,there remains a
226、possibility that we might have unintentionally overlookedspecific review or approval requirements due to evolving standards.If we are deemed subject to cybersecurity reviews or otherregulatory oversight in the future,we are committed to cooperating with relevant authorities to obtain the necessary c
227、learances,although we cannot guarantee their outcome at this stage.For further details,see“Risk Factors Risks relating to doingbusiness in China.”Approvals from the PRC Authorities to Conduct Our Operations As of the date of this prospectus,we and our PRC subsidiaries have received from the PRC auth
228、orities all requisitelicenses,permissions,or approvals that are required for conducting our operations in China,such as business licenses and valueadded tax permits for general taxpayers.However,given the evolving nature of PRC laws and regulations,there is a degree ofuncertainty as to whether we or
229、 our PRC subsidiaries may need to obtain additional approvals,licenses,or permits to supportour business operations.While we are committed to ensuring compliance with all applicable requirements,it is possible thatchanges in regulatory frameworks may impact the necessity and timeline for obtaining o
230、r renewing such approvals.We willmake every effort to secure and maintain the necessary authorizations in a timely manner to ensure continued businessoperations.If(i)we do not receive or maintain such permissions or approvals,(ii)we inadvertently conclude that suchpermissions or approvals are not re
231、quired,or(iii)applicable PRC laws,regulations,or interpretations change and we arerequired to obtain such permissions or approvals in the future,we may be subject to fines or other penalties,includingsuspension of business and revocation of prerequisite licenses,which could result in a material chan
232、ge in our operations,andmay have a material adverse effect on our business,financial condition or results of operations,and the value of our OrdinaryShares could depreciate significantly or become worthless.For more details,see“Risk Factors Risks Relating to DoingBusiness in China The PRC government
233、 exerts substantial influence over the manner in which we conduct our businessactivities.”Dividends and Distributions Under the Cayman Islands law,a Cayman Islands company may pay a dividend on its shares out of either profits,ifany,or share premium amounts,provided that under no circumstances may a
234、 dividend be paid if this would result in thecompany being unable to pay its debts due in the ordinary course of business.As of the date of this prospectus,(1)no cashtransfer or transfer of other assets have occurred among the Company and its subsidiaries,(2)no dividends or distributions havebeen ma
235、de by a subsidiary to the Company,and(3)the Company has not made any dividends or distributions to U.S.investors.We intend to keep any future earnings to finance the expansion of our business,and we do not anticipate that any cash dividendswill be paid in the foreseeable future,or any funds will be
236、transferred from one entity to another.As such,we have not installedany cash management policies that dictate how funds are transferred among the Company,its subsidiaries,or investors.Underour current corporate structure,we rely on dividend payments from our operating subsidiaries to fund any cash a
237、nd financingrequirements we may have,including providing the funds necessary to pay dividends and other cash distributions to ourshareholders or to service any debt we may incur.The transfer of funds to or from our PRC entities is subject to PRC laws andregulations.10 We are permitted under PRC laws
238、 and regulations to provide funding to our PRC subsidiaries only through loans orcapital contributions,and only if we satisfy the applicable government registration and approval requirements.For more details,see“Risk Factors Risks relating to doing business in China PRC regulations of loans to and d
239、irect investment in PRCentities by offshore holding companies and governmental control of currency conversion may delay us from using the proceedsof this offering to make loans or additional capital contributions to our PRC subsidiaries which could materially and adverselyaffect our liquidity and ou
240、r ability to fund and expand our business.”Our PRC subsidiaries are permitted to pay dividends onlyout of its retained earnings and are required to set aside at least 10%of its after-tax profits each year,after making up forprevious years accumulated losses,if any,to fund certain statutory reserves,
241、until the aggregate amount of such funds reaches50%of its registered capital.Our PRC subsidiaries are also required to further set aside a portion of its after-tax profits to fundan employee welfare fund,although the amount to be set aside,if any,is determined at its discretion.These reserves are no
242、tdistributable as cash dividends.If our PRC subsidiaries incur debt on their own behalf in the future,the instruments governingthe debt may restrict their ability to pay dividends or make other payments to us.Furthermore,dividends paid by our PRCsubsidiaries to its parent company will be subject to
243、a 10%withholding tax,which can be reduced to 5%if certain requirementsare met.In addition,the PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and,incertain cases,the remittance of currency out of Mainland China.If the foreign exchange control system prev
244、ents us fromobtaining sufficient foreign currencies to satisfy our foreign currency demands,we may not be able to transfer cash out ofMainland China and pay dividends in foreign currencies to our shareholders.There can be no assurance that the PRCgovernment will not intervene or impose restrictions
245、on our ability to transfer or distribute cash within our organization or toforeign investors,which could result in an inability or prohibition on making transfers or distributions outside of MainlandChina and may adversely affect our business,financial condition and results of operations.For more de
246、tails,see“RiskFactors Risks relating to doing business in China Governmental Controls and Restrictions on currency exchange maylimit our ability to utilize our revenues effectively”,and“Risk Factors Risks relating to doing business in China To theextent cash or assets of our business,or of our PRC s
247、ubsidiaries,is in Mainland China,such cash or assets may not beavailable to fund operations or for other use outside of Mainland China,due to interventions in or the imposition of restrictionsand limitations by the PRC government to the transfer of cash or assets.”PCAOBs Determinations on Public Acc
248、ounting Firms Headquartered in Mainland China and in Hong Kong Our Ordinary Shares may be delisted under the HFCAA and related regulations,if the PCAOB is unable to inspect ourauditors for two consecutive years.On December 16,2021,the PCAOB issued a report on its determinations that it was unableto
249、inspect or investigate completely PCAOB-registered public accounting firms headquartered in Mainland China and inHong Kong,a Special Administrative Region of the PRC,because of positions taken by PRC authorities in those jurisdictions(the“Determinations”).On August 26,2022,the PCAOB signed the SOP A
250、greements with the CSRC and the MOF governinginspections and investigations,to establish a specific,accountable framework to make possible complete inspections andinvestigations by the PCAOB of audit firms based in Mainland China and Hong Kong,as required under U.S.law.OnDecember 15,2022,the PCAOB d
251、etermined that it was able to secure complete access to inspect and investigate registeredpublic accounting firms headquartered in Mainland China and Hong Kong and vacated its previous determinations to thecontrary.Our auditor,Yu Certified Public Accountant P.C.,the independent registered public acc
252、ounting firm that issued theaudit report included elsewhere in this prospectus,is a PCAOB-registered public accounting firm headquartered in New York.Our current auditors are subject to laws in the United States pursuant to which the PCAOB conducts regular inspections toassess an auditors compliance
253、 with the applicable professional standards and have been inspected by the PCAOB on a regularbasis.As such,as of the date of this prospectus,our offering is not affected by the HFCAA and related regulations.However,should PRC authorities obstruct or otherwise fail to facilitate the PCAOBs access in
254、the future,the PCAOB may consider theneed to issue a new determination.However,there is a risk that our auditor cannot be inspected by the PCAOB in the future,and if the PCAOB determines that it cannot inspect or fully investigate our auditors for two consecutive years,our securitieswill be prohibit
255、ed from trading on a national exchange or over-the-counter trading market,and,as a result,Nasdaq maydetermine to delist our securities,which may cause the value of our securities to decline or become worthless.See“RiskFactors Risks Relating to Doing Business in China The continued U.S.regulatory and
256、 legislative focus,including theenactment of the HFCAA,may adversely affect the market price of the Ordinary Shares and may eventually require us to delistour securities from the U.S.markets”for details.”Corporate History and Structure We started as the China division of the Judge Group,a leading pr
257、ofessional services group in the United States whichprovides professional technology,talents,and comprehensive learning solutions to enterprises around the world.In November2010,Judgeorchestrall Limited,an affiliate of the Judge Group,founded Judgeorchestrall(Shanghai)Technology Service Co.,Ltd.in S
258、hanghai.In August 2011,Judgeorchestrall Limited changed its name to JudgeGroup Asia Limited.In November 2011,Judgeorchestrall(Shanghai)Technology Service Co.,Ltd.changed its name to JAJI(Shanghai)Co.,Ltd.(“JAJI Shanghai”).In February 2017,CLPS Shanghai Co.,Ltd.(“CLPS SH”),a wholly-owned subsidiary o
259、f CLPS Incorporation,orCLPS,a leading global IT consulting and solution provider,purchased 60%of the equity interests in JAJI Shanghai and injectednew capital and technology into JAJI Shanghai.In 2017,JAJI Shanghai successfully achieved profitable operations.In November 2019,Beijing Bright Technolog
260、y Co.,Ltd.(“Bright”)acquired the remaining 40%equity interests inJAJI Shanghai from the Judge Group.On August 17,2020,Bright transferred 7%of the equity interests in JAJI Shanghai toShuliang AN,which shares were transferred back to Bright on July 11,2022.11 In September 2012,JAJI(Shanghai)Human Reso
261、urce Co.,Ltd.(“JAJI HR”)was established in the PRC.At the timeof its establishment,JAJI Shanghai held 70%of the total equity interest in JAJI HR.In January 2021,JAJI Shanghai acquiredthe remaining 30%equity interests in JAJI HR from CareerWin Executive Search Co.,Ltd.(“CareerWin”).In July 2022,CLPS
262、SH transferred its equity interests in JAJI Shanghai to Hainan Qincheng Software Technology Co.Ltd.(“Hainan Qincheng”),another wholly-owned subsidiary of CLPS,in consideration of$1,655,019.On April 19,2023,we were incorporated in the Cayman Islands,under the Companies Act as an exempted companywith
263、limited liability We were established to be the holding company for our operating subsidiaries.At such time,we issued6,000,000 of our Ordinary Shares to Growth Ring Ltd.,a wholly owned subsidiary of CLPS,and 4,000,000 of our OrdinaryShares to Brightech,a wholly owned subsidiary of Bright,in consider
264、ation of$1,729,169 and$1,152,779,respectively.On June 27,2023,JAJI Singapore Pte.Ltd.(“JAJI Singapore”)was established by us in Singapore as an intermediateoffshore holding company for our operating subsidiaries in the PRC.On August 25,2023,Shanghai Yingjia Technology Limited(“Shanghai Yingjia”)was
265、established in the PRC as aholding company by JAJI Singapore.On May 9,2024,Shanghai Yingjia acquired the shares of JAJI Shanghai and its subsidiary JAJI HR from,HainanQincheng and Bright in consideration of$1,649,007 and$1,099,338,respectively.At present,our business focus and that of CLPS differ in
266、 that we focus on serving clients in the automotive andsecurities industries while CLPS is focused on serving banking,wealth management and e-commerce clients.Our operationsand those of CLPS are independent,with independent business development teams and no significant customer overlap.Corporate Str
267、ucture The following diagram illustrates our corporate structure,including our principal subsidiaries:Relationship with CLPS Affiliates of CLPS currently hold a majority of our outstanding ordinary shares.Our Chief Executive Officer is theson-in-law of the Chief Executive Officer of CLPS and CLPS af
268、filiates account for 14.2%and 8.2%of our revenue for the yearended December 31,2023 and 2022,respectively.CLPS is a global IT,consulting and solutions service provider focused ondelivering services primarily to global institutions,including banking,wealth management and e-commerce companies,both inC
269、hina and globally.In recent years CLPS has expanded its business beyond core IT services,providing turn-key financialsolutions to the finance,e-commerce,educational and tourism sectors.While both we and CLPS are IT consulting and solutions services providers,we do not believe that our businessconfli
270、cts with the business of CLPS as we focus on different business areas.In addition,unlike us,CLPS does not offer any ITproducts.Although we are not contractually limited by CLPS as to what industry groups we can offer solutions,services orproducts to in the future,we have no present plans to expand o
271、ur offerings to additional vertical markets.Similarly,CLPS is notcontractually limited as to what industry groups it can offer solutions,services or products to in the future.No assurance can begiven that we and CLPS will not provide similar solutions,services and products and compete for business i
272、n the future.Corporate Information Our principal executive offices are located at Room 511,North Building,2966 JinKe Road(ISPACE),Pudong,Shanghai,PRC.Our telephone number at this address is+86 21 60963686.Our registered office in the Cayman Islands islocated at the office of Ogier Global(Cayman)Limi
273、ted,89 Nexus Way,Camana Bay,Grand Cayman,KY1-9009,CaymanIslands.Our agent for service of process in the United States is Puglisi&Associates.Investors should contact us for anyinquiries through the address and telephone number of our principal executive offices.Our corporate website ishttps:/ informa
274、tion contained on our website is not a part of this prospectus.12 Implications of Being an Emerging Growth Company As a company with less than$1.235 billion in revenue in our last fiscal year,we qualify as an“emerging growthcompany”pursuant to the Jumpstart Our Business Startups Act of 2012,or the J
275、OBS Act.An emerging growth company maytake advantage of specified reduced reporting and other requirements compared to those that are otherwise applicable generallyto public companies.These provisions include exemption from the auditor attestation requirement under Section 404 of theSarbanes-Oxley A
276、ct of 2002 in the assessment of the emerging growth companys internal control over financial reporting.Wehave elected to take advantage of the extended transition period for complying with new or revised accounting standards andacknowledge that such election is made pursuant to Section 107 of the JO
277、B Act.As a result,our financial statements may not becomparable to companies that comply with public company effective dates.See“Risk Factors Risks Related to Our OrdinaryShares and This Offering-We are an emerging growth company within the meaning of the Securities Act and have elected totake advan
278、tage of certain reduced reporting requirements.”We will remain an emerging growth company until the earliest of(a)the last day of the fiscal year during which wehave total annual gross revenue of at least$1.235 billion;(b)the last day of our fiscal year following the fifth anniversary of thecompleti
279、on of this offering;(c)the date on which we have,during the preceding three-year period,issued more than$1.0 billionin non-convertible debt;or(d)the date on which we are deemed to be a“large accelerated filer”under the Exchange Act,whichwould occur if the market value of the Ordinary Shares that are
280、 held by non-affiliates exceeds$700 million as of the lastbusiness day of our most recently completed second fiscal quarter.Once we cease to be an emerging growth company,we willnot be entitled to the exemptions provided in the JOBS Act discussed above.Implications of Being a Foreign Private Issuer
281、Upon completion of this offering,we will report under the Exchange Act as a non-U.S.company with foreign privateissuer status.Even after we no longer qualify as an emerging growth company,as long as we qualify as a foreign private issuerunder the Exchange Act,we will be exempt from certain provision
282、s of the Exchange Act that are applicable to U.S.domesticpublic companies,including:the sections of the Exchange Act regulating the solicitation of proxies,consents or authorizations in respect of asecurity registered under the Exchange Act;the sections of the Exchange Act requiring insiders to file
283、 public reports of their stock ownership and tradingactivities and liability for insiders who profit from trades made in a short period of time;and the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission of quarterlyreports on Form 10-Q containing unaudited
284、financial and other specified information,or current reports on Form8-K,upon the occurrence of specified significant events.Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executivecompensation disclosure rules.Thus,even if we no longer qualify
285、as an emerging growth company but remain a foreign privateissuer,we will continue to be exempt from the more stringent compensation disclosures required of companies that are neitheremerging growth companies nor foreign private issuers.In addition,as a company incorporated in the Cayman Islands,we a
286、re permitted to adopt certain home countrypractices in relation to corporate governance matters that differ significantly from the corporate governance requirements of theNasdaq.For example,if we elect to adopt home country practice,a majority of the Directors is not required to be independentdirect
287、ors,and neither our compensation committee nor our nomination committee is required to be composed entirely ofindependent directors.These practices may afford less protection to shareholders than they would enjoy if we complied fullywith corporate governance requirements of the Nasdaq.Implication of
288、 Being a Controlled Company We will be a“controlled company”within the meaning of the applicable rules of the Nasdaq Stock Market becauseCLPS through a wholly-owned subsidiary will have(i)*%of the total voting power of our then outstanding Ordinary Shares,assuming the underwriter does not exercise i
289、ts over-allotment option,or(ii)*of the total voting power of our then outstandingOrdinary Shares,assuming the underwriter exercises its over-allotment option in full.See“Principal Shareholders”for details.As a“controlled company,”we are entitled to certain exemptions with respect to corporate govern
290、ance requirements.Ifwe rely on these exemptions,you will not have the same protection afforded to shareholders of companies that are subject tothese corporate governance requirements.Currently,we do not plan to utilize the exemptions available for controlled companiesafter we complete this offering.
291、13 Conventions Which Apply to This Prospectus Unless we indicate otherwise,all information in this prospectus reflects no exercise by the underwriter of its option topurchase up to 240,000 additional Ordinary Shares from us.Except where the context otherwise requires:“Articles”means the amended and
292、restated articles of association of the Company to be adopted immediately priorto the closing of this offering;“CEO”means chief executive officer;“Companies Act”means the Companies Act(Revised)of the Cayman Islands as the same may be amended fromtime to time;“COO”means chief operating officer;“Mainl
293、and China”refers to the mainland of the Peoples Republic of China(PRC),excluding Taiwan and thespecial administrative regions of Hong Kong and Macau for the purposes of this prospectus only;“Memorandum”means the amended and restated memorandum of association of the Company to be adoptedimmediately p
294、rior to the closing of this offering;“Memorandum and Articles of Association”means the Memorandum and the Articles collectively;“Ordinary Shares”refers to the ordinary shares of JAJI Global Incorporation,par value$0.0001 each;“China”or“PRC”means Peoples Republic of China(PRC),excluding Taiwan and th
295、e special administrativeregions of Hong Kong and Macau for the purposes of this prospectus only;“COVID-19”means Coronavirus disease 2019,a contagious respiratory disease caused by the virus SARS-CoV-2;“Directors”means the directors of our Company as at the date of this prospectus;“Exchange Act”means
296、 the Securities Exchange Act of 1934,as amended;“IT”means information technology;“JAJI Global Incorporation”,“we”,“JAJI Global”,“JAJI”,“us”,“our company”and“our”refer to JAJI GlobalIncorporation,a Cayman Islands exempted company with limited liability,its consolidated subsidiaries,and itsconsolidate
297、d affiliated entities;“SEC”or“Securities and Exchange Commission”means the United States Securities and Exchange Commission;“U.S.”means the United States;“$,”“U.S.dollars,”“$”and“dollars”refer to United States dollar(s),the legal currency of the United States 14 T?O?The following assumes that the un
298、derwriter will not exercise its option to purchase additional Ordinary Shares in theoffering,unless otherwise indicated.Offering Price We currently expect that the initial public offering price will be between$4.00 and$6.00 perOrdinary Share.Ordinary Shares Offeredby Us 1,600,000 Ordinary Shares(or
299、1,840,000 Ordinary Shares if the underwriter exercises its option topurchase an additional 240,000 Ordinary Shares in full),calculated based on an assumed initialoffering price of$5.00 per Ordinary Share,the mid-point of the estimated range of initial publicoffering price.Ordinary Shares Issuedand O
300、utstanding Prior toThis Offering 10,000,000 Ordinary Shares.Ordinary SharesOutstanding ImmediatelyAfter This Offering 11,600,000 Ordinary Shares(or 11,840,000 Ordinary Shares if the underwriter exercises its optionto purchase an additional 240,000 Ordinary Shares in full),calculated based on an assu
301、med initialoffering price of$5.00 per Ordinary Share,the mid-point of the estimated range of initial publicoffering price.Voting Rights Each holder of Ordinary Shares is entitled to one vote per share.Listing We have applied to have our Ordinary Shares listed on the Nasdaq Capital Market.The closing
302、 ofthis offering is conditioned upon Nasdaqs final approval of our listing application,and there is noguarantee or assurance that our Ordinary Shares will be approved for listing on Nasdaq.Proposed Nasdaq CapitalMarket symbol“JAJI.”Option to PurchaseAdditional OrdinaryShares We have granted to the u
303、nderwriter an option,exercisable within 45 days from the date of closingof this offering,to purchase up to an additional 240,000 Ordinary Shares calculated based on anassumed initial offering price of$5.00 per Ordinary Share,the mid-point of the estimated range ofinitial public offering price.Use of
304、 Proceeds We estimate that we will receive net proceeds from this offering of approximately$6.3 million(or$7.4 million if the underwriter exercises its option to purchase an additional 240,000 OrdinaryShares in full),after deducting the underwriting discounts,commissions and estimated offeringexpens
305、es payable by us and assuming an initial public offering price of$5.00 per Ordinary Share,which is the mid-point of the estimated range of the initial public offering price shown on the frontcover of this prospectus.See“Use of Proceeds”for additional information.Lock-up We,each of our directors,exec
306、utive officers,shareholders,and all option holders have agreed withthe underwriter,subject to certain exceptions,not to sell,transfer or otherwise dispose of anyOrdinary Shares or similar securities or any securities convertible into or exchangeable orexercisable for our Ordinary Shares for a period
307、 of 180 days from the date of this prospectus.See“Underwriting”for more information.Risk Factors Investing in the Ordinary Shares is highly speculative and involves a high degree of risk.As aninvestor you should be able to bear a complete loss of your investment.See“Risk Factors”andother information
308、 included in this prospectus for a discussion of risks you should carefully considerbefore investing in the Ordinary Shares.Underwriter Aegis Capital Corp.Underwriter Warrants We have agreed to sell to Aegis Capital Corp.warrants(the“Underwriters Warrants”)to purchaseup to a total of 80,000 Ordinary
309、 Shares(equal to 5%of the aggregate number of Ordinary Sharessold in the offering,excluding the over-allotment option)at a price equal to 125%of the publicoffering price of the Ordinary Shares offered hereby.Transfer Agent Continental Stock Transfer&Trust Company Payment and settlement The underwrit
310、er expects to deliver the Ordinary Shares against payment therefor on or about*,2025.15 R?F?Investing in our Ordinary Shares entails a significant level of risk.Before investing in the Ordinary Shares,you shouldcarefully consider all of the risks and uncertainties mentioned in this section,in additi
311、on to all of the other information in thisprospectus,including the financial statements and related notes.We may face additional risks and uncertainties aside from the onesmentioned below.There may be risks and uncertainties that we are unaware of,or that we currently do not consider material,thatma
312、y become important factors that could adversely affect our business in the future.Any of the following risks and uncertaintiescould have a material adverse effect on our business,financial condition and results of operations.In such case,the market pricesof the Ordinary Shares could decline,and you
313、may lose part or all of your investment.Risks Related to Our Business and Industry Due to intense competition for highly skilled personnel,we may fail to attract and retain enough sufficiently trained personnelto support our operations;as a result,our ability to obtain new projects may be negatively
314、 affected and our revenues coulddecline.The IT services industry heavily relies on skilled personnel,and our success depends to a significant extent on our abilityto recruit,train,develop and retain qualified personnel,especially experienced middle and senior level management.The ITservices industry
315、 in China has experienced significant levels of employee attrition.Our voluntarily attrition rates were 13%and30%in the years ended December 31,2023 and 2022,respectively and 14%and 17%in the six months ended June 30,2024 and2023.We may encounter higher attrition rates in the future.Increased compet
316、ition for qualified personnel could have an adverseeffect on us.A significant increase in the attrition rate could decrease our operating efficiency and productivity and could lead to adecline in demand for our services.Additionally,failure to recruit,train,develop and retain personnel with the qual
317、ificationsnecessary to fulfill the needs of our existing and future clients or to assimilate new personnel successfully could have a materialadverse effect on our business,financial condition and results of operations.Failure to retain our key personnel on client projects orfind suitable replacement
318、s for key personnel upon their departure may lead to termination of some contracts or projects,whichcould materially and adversely affect our business and results of operations.Increases in wages for IT professionals in China could prevent us from sustaining our competitive advantage and could reduc
319、eour profit margins.Our most significant costs are the salaries and other compensation expenses for our professionals and other employees.Such costs incurred amounted to$8,156.0 thousand and$8,339.3 thousand in the years ended December 31,2023 and 2022 and$3,710.9 thousand and$4,010.2 thousand in th
320、e six months ended June 30,2024 and 2023,respectively.Wage costs for ITprofessionals in China are lower than those in more developed countries.However,because of rapid economic growth,increasedproductivity levels,and increased competition for skilled employees in China,wages for highly skilled emplo
321、yees in China,inparticular middle-and senior-level managers,are increasing at a faster rate than in the past.We may need to increase the levels ofemployee compensation more rapidly than in the past to remain competitive in attracting and retaining the quality and number ofemployees that our business
322、 requires.Increases in the wages and other compensation we pay our employees in China could reduceour competitive advantage unless we are able to increase the efficiency and productivity of our professionals as well as the priceswe can charge for our services.In addition,any appreciation in the valu
323、e of the Renminbi relative to U.S.dollar and other foreigncurrencies will cause an increase in the relative wage levels in China,which could further reduce our competitive advantage andadversely impact our profit margin.We face intense competition from IT services companies;if we are unable to compe
324、te effectively,we may lose clients and ourrevenues may decline.The market for IT services is highly competitive and we expect competition to persist and intensify.We believe that theprincipal competitive factors in our markets are industry expertise,breadth and depth of service offerings,quality of
325、the servicesoffered,reputation and track record,marketing and selling skills,scalability of infrastructure and price.In addition,the trendtowards offshore outsourcing,international expansion by foreign and domestic competitors and continuing technological changeswill result in new and different comp
326、etitors entering our markets.In the IT outsourcing market,clients tend to engage multipleoutsourcing service providers instead of using an exclusive service provider,which could reduce our revenues to the extent thatclients obtain services from other competing providers.Clients may prefer service pr
327、oviders that have facilities located globally orthat are based in countries more cost-competitive than in China.Our ability to compete also depends in part on a number of factorsbeyond our control,including the ability of our competitors to recruit,train,develop and retain highly skilled professiona
328、ls,theprice at which our competitors offer comparable services and our competitors responsiveness to client needs.16 We intend to address these competitive risks with a comprehensive,multi-pronged strategy.Our approach focuses ondelivering high-quality services,showcasing exceptional technical exper
329、tise,and developing unique,valuable IT solutions as wellas IT products.Additionally,we are committed to investing in the professional development of our employees to ensure they havethe necessary skills and knowledge to surpass client expectations.However,we cannot assure you that we will be able to
330、 retain ourclients while competing against such competitors.Increased competition,our inability to compete successfully against competitors,pricing pressures or loss of market share could harm our business,financial condition and results of operations.Our future growth and success is closely related
331、 to consumers demand for software-defined vehicles in an automotive industrythat is generally highly competitive,cyclical and volatile.A significant portion of our customer base is concentrated in the software-defined vehicles segment of the automotiveindustry.Although we continue to see increased i
332、nterest and adoption of software-defined vehicles,if the market for such vehiclesdoes not develop as we expect,or develops more slowly than we expect,our business,financial condition and operating resultsmay be harmed.In addition,software-defined vehicles still constitute a small percentage of overa
333、ll global vehicle sales.As a result,themarket for software-defined vehicles could be negatively affected by numerous factors,such as:perceptions about software-defined vehicle features,quality,safety,performance and cost;perceptions about the limited range over which software-defined vehicles may be driven on a single battery charge,and access to charging facilities;competition,including from othe