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1、F-1/A 1 fuxing_f1a.htm FORM F-1/AAs filed with the U.S.Securities and Exchange Commission on January 17,2025.Registration No.333-278459 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 AMENDMENT NO.6TO FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Fuxing China Grou
2、p Limited(Exact name of registrant as specified in its charter)Bermuda 3990 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)Hangbian Industry Area Longhu Town,Jinjiang CityFujian Pr
3、ovince 362241The Peoples Republic of China+86-595-85287788(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168(212)947-7200(Name,address,including zip code,and telephone num
4、ber,including area code,of agent for service)With a Copy to:Ying Li,Esq.Lisa Forcht,Esq.Hunter Taubman Fischer&Li LLC950 Third Avenue,19th FloorNew York,NY 10022212-530-2206 Benjamin Tan,Esq.Sichenzia Ross Ference Carmel LLP1185 Avenue of the Americas,31st FloorNew York,NY 10036Tel:(212)930-9700 App
5、roximate date of commencement of proposed sale to the public:Promptly after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 checkthe follo
6、wing box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.If this Form
7、is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering If this Form is a post-effective amendment filed pursuant to Rule
8、 462(d)under the Securities Act,check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities
9、Act of 1933 Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to usethe extended transition period for complying with any new or revised financial accounting standards prov
10、ided pursuant to Section 7(a)(2)(B)of the Securities Act The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file afurther amendment which specifically states that this registration statement shall
11、thereafter become effective in accordance with Section 8(a)of the Securities Actof 1933,as amended,or until the registration statement shall become effective on such date as the Securities and Exchange Commission,acting pursuant to suchSection 8(a),may determine.The information in this prospectus is
12、 not complete and may be changed.We may not sell the securities until the registration statement filed with the U.S.Securities andExchange Commission is effective.This prospectus is not an offer to sell these securities and it is not soliciting any offer to buy these securities in any jurisdiction w
13、heresuch offer or sale is not permitted.SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED JANUARY 17,2025 1,500,000 American Depositary Shares Fuxing China Group LimitedRepresenting 22,500,000 Ordinary Shares This is an initial public offering of American depositary shares,or ADSs,representing ordi
14、nary shares of Fuxing China Group Limited,a holding company incorporated inBermuda.We are offering a total of 1,500,000 ADSs.One ADS represents 15 of our ordinary shares,par value Singapore dollars(“SGD”)$0.02 per share(“OrdinaryShares”),on a firm commitment basis.Our Ordinary Shares are listed on t
15、he Mainboard of the Singapore Exchange Securities Trading Limited(the“SGX-ST”).On January10,2025,the last reported sale price of our Ordinary Shares on the SGX-ST was SGD0.205(U.S.dollar(“US$”)0.154)per Ordinary Share.Prior to the completion of thisoffering,there has been no public market for our Or
16、dinary Shares or ADSs in the U.S.We expect the initial public offering price to be in the range of US$4.00 to US$6.00per ADS.We have reserved the symbol“FFFZ”for purposes of listing the ADSs on the Nasdaq Capital Market(“Nasdaq”)and have applied to list the ADSs on Nasdaq.It isa condition to the clo
17、sing of this offering that the ADSs qualify for listing on Nasdaq.If Nasdaq does not approve our listing application,this initial public offering will beterminated.Investing in the ADSs involves a high degree of risk,including the risk of losing your entire investment.See“Risk Factors”beginning on p
18、age 21 to read aboutfactors you should consider before buying the ADSs.Unless otherwise stated,as used in this prospectus,the terms“we,”“us,”“our,”“Fuxing China”and the“Company”refer to Fuxing China Group Limited,an exemptedcompany incorporated under the laws of Bermuda;the term“our operating subsid
19、iaries”refer to our indirectly wholly-owned subsidiary incorporated in Hong Kong,FookHing Group Trading Company Limited,and our indirectly wholly-owned subsidiaries organized in mainland China,including Jinjiang Fulong Zipper and Weaving Co.,Ltd.,Jinjiang Fookhing Zipper Co.,Ltd.,Jinjiang Fuxing Dre
20、ss Co.,Ltd.,Jinjiang Fuxin Electroplating Co.,Ltd.,Jinjiang Jianxin Weaving Co.,Ltd.,Xiamen Fuxing IndustrialCo.,Ltd.and Xiamen Xinfuxing Property Management Co.,Ltd;the term“Fuxing Group”or“our Group”refers to Fuxing China and our subsidiaries,collectively.Investors are cautioned that you are purch
21、asing equity interests in a Bermuda holding company with operations conducted in mainland China and Hong Kong byits subsidiaries.We are an exempted company incorporated in Bermuda and not a Chinese or Hong Kong operating company.As a holding company,we conduct our operations through oursubsidiaries
22、located in mainland China and Hong Kong.The Ordinary Shares represented by the ADSs offered in this offering are equity interests of the offshore holdingcompany and are not equity interests of our operating subsidiaries located in mainland China and Hong Kong.Therefore,you will not directly hold any
23、 equity interests inour mainland China based or Hong Kong-based operating subsidiaries.i We are subject to certain legal and operational risks associated with having the majority of our operations in mainland China and Hong Kong.PRC laws and regulationsgoverning the current business operations of ou
24、r operating subsidiaries are sometimes vague and uncertain,and as a result,these risks may result in material changes in theoperations of our subsidiaries,significant depreciation of the value of the ADSs,or a complete hindrance of our ability to offer,or continue to offer,our securities toinvestors
25、.Recently,the PRC regulatory authority adopted a series of regulatory actions and issued statements to regulate business operations in China with little advancenotice,including cracking down on illegal activities in the securities market,enhancing supervision over mainland China-based companies list
26、ed overseas using variableinterest entity,or VIE,structures,adopting new measures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.On July 6,2021,the General Office of the Communist Party of China Central Committee and the General Office of the Stat
27、e Council jointly issued an announcement to crack down onillegal activities in the securities market and promote the high-quality development of the capital market,which,among other things,requires the relevant governmentalauthorities to strengthen cross-border oversight of law-enforcement and judic
28、ial cooperation,to enhance supervision over mainland China-based companies listed overseas,and to establish and improve the system of extraterritorial application of the PRC securities laws.We directly or indirectly hold 100%of the equity interests in the operatingsubsidiaries in mainland China,and
29、we do not currently use a VIE structure.As of the date of this prospectus,neither we nor our operating subsidiaries have been involvedin any investigations on cybersecurity review initiated by any PRC regulatory authority,nor has any of them received any inquiry,notice,or sanction.The CybersecurityR
30、eview Measures became effective on February 15,2022.As confirmed by our PRC counsel,Fujian Yimao Law Firm,we are not subject to cybersecurity review with theCyberspace Administration of China,or CAC,since we currently do not have over one million users personal information and we do not anticipate t
31、hat we will be collectingover one million users personal information or data that affects or may affect national security in the foreseeable future,which we understand might otherwise subject us tothe Cybersecurity Review Measures;we also do not expect to be subject to network data security review b
32、y the CAC if the Draft Regulations on the Network Data SecurityAdministration(Draft for Comments)(the“Security Administration Draft”)are enacted as proposed for the aforementioned reasons.See“Risk Factors-Risks Relating toDoing Business in China-Recent greater oversight by the CAC over data security
33、,particularly for companies seeking to list on a foreign exchange,could adversely impactour business and our offering.”Recent statements by the PRC regulatory authority have indicated an intent to impose more oversight and supervision over offerings conducted overseas and/or foreigninvestment in Chi
34、na-based issuers.On February 17,2023,the China Securities Regulatory Commission(the“CSRC”),promulgated the Trial Administrative Measures ofOverseas Securities Offering and Listing by Domestic Companies(the“Trial Administrative Measures”),which came into force on March 31,2023.On the same date,theCSR
35、C circulated Supporting Guidance Rules No.1 through No.5,Notes on the Trial Administrative Measures,Notice on Administration Arrangements for the Filing ofOverseas Listings by Domestic Enterprises(the“Notice”)and relevant CSRC Answers to Reporter Questions,or collectively,the Guidance Rules and Noti
36、ce,on CSRCsofficial website.The Trial Administrative Measures refine the regulatory system by subjecting both direct and indirect overseas offering and listing activities to the CSRCfiling-based administration.The Trial Administrative Measures,together with the Guidance Rules and Notice,impose requi
37、rements for the overseas securities offering andlisting by domestic enterprises,and clarified and emphasized several aspects,which include,but are not limited to:(i)comprehensive determination of the“indirect overseasoffering and listing by PRC domestic companies”in compliance with the principle of“
38、substance over form”and,particularly,an issuer will be required to go through thefiling procedures under the Trial Administrative Measures if the following criteria are met at the same time:a)50%or more of the issuers operating revenue,total profit,total assets or net assets as documented in its aud
39、ited consolidated financial statements for the most recent accounting year is accounted for by PRC domestic companies,andb)the main parts of the issuers business activities are conducted in mainland China,or its main places of business are located in mainland China,or the senior managers incharge of
40、 its business operation and management are mostly Chinese citizens or domiciled in mainland China;(ii)exemptions from immediate filing requirements for issuersthat have already been listed overseas,prior to the date of implementation of the Trial Administrative Measures,or meet the following circums
41、tances at the same time:a)whose application for indirect overseas offering and listing has been approved by the overseas regulators or overseas stock exchanges(for example,the effectiveness of aregistration statement for offering and listing in the U.S.has been obtained),and b)are not required to re
42、-perform the regulatory procedures with the relevant overseasregulator or overseas stock exchanges,and c)whose overseas offering or listing shall be completed before September 30,2023,but such issuers shall still be subject to filingprocedures if they conduct refinancings or any other filing matters
43、;(iii)a negative list of types of issuers banned from listing or offering overseas,such as issuers underinvestigation for crimes or major violations of the law,or whose overseas offering and listing may endanger national security,or whose controlling shareholders have beenrecently convicted of bribe
44、ry and corruption;(iv)issuers compliance with foreign investment,network security,data security,and other national security laws,regulationsand relevant provisions;(v)issuers filing and reporting obligations,such as an obligation to file with the CSRC after it submits an application for initial publ
45、ic offering tocompetent overseas regulators,and an obligation to file with the CSRC after it completes subsequent offerings in the same overseas market and to report to the CSRC onmaterial events including change of control or voluntary or mandatory delisting of the issuer;and(vi)the CSRCs authority
46、 to fine both issuers and their relevantshareholders for failure to comply with the Trial Administrative Measures,including failure to comply with the filing procedures or filing with materials on false,misleadingstatements or material omissions.Specifically,pursuant to the Trial Administrative Meas
47、ures,we are required to file with the CSRC within three business days aftersubmitting the application documents for offering and listing in the U.S.,unless we can obtain the exemptions referenced in clause(ii)above.As the Trial AdministrativeMeasures are newly-issued,the interpretation and implement
48、ation on its enforcement will be released or adjusted from time to time.Therefore,we cannot assure you that wewill be able to complete the filings for any future offerings and fully comply with the relevant new rules on a timely basis,if at all.The closing of this offering is contingentupon our rece
49、ipt of CSRC approval under the Trial Administrative Measures.On October 7,2023,we submitted the filing report and related materials to the CSRC inaccordance with the requirements of the Trial Administrative Measures,and on May 30,2024,the CSRC published the notification on our completion of the requ
50、ired filingprocedures for this filing.As of the date of this prospectus,we have completed the CSRC filing procedure for this offering in accordance with the Trial AdministrativeMeasures.See“Risk FactorsRisks Relating to Doing Business in ChinaWe are required to fulfill the Trial Administrative Measu
51、res filing procedures and report relevantinformation to the CSRC;and,since the further interpretation and implementation of the new regulations are still required,we cannot assure you that we will be able tocomplete the filings for any future offerings and fully comply with the relevant new rules on
52、 a timely basis,if at all.”ii As of the date of this prospectus,we and our operating subsidiaries have not received any inquiry,notice,warning,or sanctions regarding our planned overseas listing fromthe CSRC or any other PRC regulatory authorities.Since these statements and regulatory actions are ne
53、wly published,it is highly uncertain what the potential impact suchmodified or new laws and regulations will have on the daily business operations of our subsidiaries,our ability to accept foreign investments,and our listing on an U.S.exchange.The Standing Committee of the National Peoples Congress(
54、the“SCNPC”)or PRC regulatory authorities may in the future promulgate new laws,regulations,orimplementing new rules that require us,or our subsidiaries to obtain regulatory approval from Chinese authorities before listing in the U.S.,apart from the filing with theCSRC per the requirements of the Tri
55、al Administrative Measures.If we do not receive or maintain the approval,or inadvertently conclude that such approval is not required,or applicable laws,regulations,or interpretations change such that we are required to obtain approval in the future,apart from the filing with the CSRC per the requir
56、ementsof the Trial Administrative Measures,we may be subject to an investigation by competent regulators,fines or penalties,or an order prohibiting us from conducting anoffering,and these risks could result in a material adverse change in our operations and the value of the ADSs,limit our ability to
57、 offer or continue to offer securities toinvestors,or cause such securities to significantly decline or be worthless.In addition,the ADSs may be prohibited to trade on a national exchange or over-the-counter under the Holding Foreign Companies Accountable Act if the Public CompanyAccounting Oversigh
58、t Board(United States)(the“PCAOB”)is unable to inspect our auditors for three consecutive years beginning in 2021.Our auditor,Onestop AssurancePAC,is an independent registered public accounting firm with the PCAOB,and as an auditor of publicly traded companies in the U.S.,is subject to laws in the U
59、.S.,pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards.The PCAOB currently has access to inspectthe working papers of our auditor and our auditor is not subject to the determinations announced by the PCAOB on December 16,2021,
60、which determinations were vacatedon December 15,2022.On June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act,and on December 29,2022,legislationentitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)was signed into law by Presiden
61、t Biden,which contained,among other things,anidentical provision to Accelerating Holding Foreign Companies Accountable Act and amended the Holding Foreign Companies Accountable Act by requiring the U.S.Securities and Exchange Commission(the“SEC”)to prohibit an issuers securities from trading on any
62、U.S.stock exchanges if its auditor is not subject to PCAOBinspections for two consecutive years instead of three.If trading in the ADSs is prohibited under the Holding Foreign Companies Accountable Act in the future because thePCAOB determines that it cannot inspect or fully investigate our auditor,
63、Onestop Assurance PAC,at such future time,Nasdaq may determine to delist the ADSs.On August26,2022,the PCAOB signed a Statement of Protocol(the“SOP”)Agreement with the CSRC and Chinas Ministry of Finance.The SOP,together with two protocolagreements governing inspections and investigations(together,t
64、he“SOP Agreements”),establishes a specific,accountable framework to make possible complete inspectionsand investigations by the PCAOB of audit firms based in mainland China and Hong Kong,as required under U.S.law.On December 15,2022,the PCAOB announced that itwas able to secure complete access to in
65、spect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong completely in2022.The PCAOB vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firmsheadquartered in mainland
66、 China and Hong Kong.However,whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered publicaccounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our,and our auditors control.TheP
67、CAOB is continuing to demand complete access in mainland China and Hong Kong moving forward.The PCAOB has indicated that it will act immediately to consider theneed to issue new determinations with the Holding Foreign Companies Accountable Act if needed.If the PCAOB in the future again determines th
68、at it is unable to inspectand investigate completely auditors in mainland China and Hong Kong,the companies audited by those auditors would be subject to a trading prohibition on U.S.marketspursuant to the Holding Foreign Companies Accountable Act and the Consolidated Appropriations Act.See“Risk Fac
69、tors-Risks Relating to Doing Business in China-Recentjoint statement by the SEC and the PCAOB proposed rule changes submitted by Nasdaq,and the Holding Foreign Companies Accountable Act all call for additional andmore stringent criteria to be applied to emerging market companies upon assessing the q
70、ualification of their auditors,especially the non-U.S.auditors who are not inspectedby the PCAOB.These developments could add uncertainties to our offering.”iii We are an“emerging growth company”as defined under the federal securities laws and will be subject to reduced public company reporting requ
71、irements.Please read thedisclosures beginning on page 17 of this prospectus for more information.Between the date of incorporation of our holding company in 2006 through to the date of this prospectus,Fuxing China has distributed dividends to its shareholders orinvestors between 2008 and 2011,totali
72、ng approximately RMB122.66 million.Since 2012 through to the date of this prospectus,we have not received any dividends ordistributions from our subsidiaries,nor have we paid any dividends or distributions to our shareholders or U.S.investors.We intend to keep any future earnings to financethe expan
73、sion of our business,and we do not anticipate that any cash dividends will be paid in the foreseeable future.If we determine to pay dividends on any of ourOrdinary Shares in the future,as a holding company with no material operations of our own,we will be dependent upon the receipt of funds from Jad
74、e Star or Fuxing HK.Inorder for us to pay dividends to our shareholders,we will rely on payments made from our PRC subsidiaries to Jade Star or Fuxing HK,and then the distribution of suchpayments to Fuxing China.PRC regulations currently permit payment of dividends of a PRC company only out of accum
75、ulated distributable after-tax profits as determinedin accordance with its articles of association and the accounting standards and regulations in China.In addition,dividends distributed from our PRC subsidiaries to us aresubject to PRC taxes,such as withholding tax.For cash transfers and transfers
76、of other assets among our holding company and our subsidiaries between the date ofincorporation of our holding company in 2006 through to the date of this prospectus,see“Prospectus Summary-Transfers of Cash to and from Our Subsidiaries”on page 14of this prospectus.Except as described above,there hav
77、e been no other transfers,dividends or distributions made by or among our holding company and our subsidiaries,orto investors as of the date of this prospectus.PerADS Total WithoutOver-AllotmentOption Total WithOver-AllotmentOption Initial public offering price US$US$US$Underwriters discounts(1)US$U
78、S$US$Proceeds to our Company before expenses(2)US$US$US$(1)See“Underwriting”in this prospectus for more information regarding our arrangements with the underwriters.(2)We expect our total cash expenses for this offering(including cash expenses payable to the underwriters for their accountable out-of
79、-pocket expenses)to beapproximately US$,exclusive of the above discounts.In addition,we will pay additional items of value in connection with this offering that are viewed by theFinancial Industry Regulatory Authority,or FINRA,as underwriting compensation.These payments will further reduce proceeds
80、available to us before expenses.See“Underwriting.”This offering is being conducted on a firm commitment basis.The underwriters are obligated to take and pay for all of the ADSs if any such ADSs are taken.We havegranted the underwriters an option for a period of 45 days after the closing of this offe
81、ring to purchase up to 15%of the total number of the ADSs to be offered by uspursuant to this offering(excluding ADSs subject to this option),solely for the purpose of covering over-allotments,at the public offering price less the underwritingdiscounts.If the underwriters exercise the option in full
82、,the total underwriting discounts payable will be US$based on an assumed offering price of US$per ADS,andthe total gross proceeds to us,before underwriting discounts and expenses,will be US$.The underwriters expect to deliver the ADSs against payment as set forth under“Underwriting,”on or about,2024
83、.Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.Prospectus dated,2025.iv
84、TABLE OF CONTENTS Page PROSPECTUS SUMMARY 5 RISK FACTORS 21 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 53 ENFORCEABILITY OF CIVIL LIABILITIES 53 USE OF PROCEEDS 54 DIVIDEND POLICY 55 CAPITALIZATION 56 DILUTION 57 CORPORATE HISTORY AND STRUCTURE 59 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIA
85、L CONDITION AND RESULTS OF OPERATIONS 61 INDUSTRY 78 BUSINESS 88 REGULATIONS 108 MANAGEMENT 120 PRINCIPAL SHAREHOLDERS 124 RELATED PARTY TRANSACTIONS 125 DESCRIPTION OF SHARE CAPITAL 126 DESCRIPTION OF AMERICAN DEPOSITARY SHARES 134 SHARES ELIGIBLE FOR FUTURE SALE 142 MATERIAL INCOME TAX CONSIDERATI
86、ONS 143 UNDERWRITING 150 EXPENSES RELATING TO THIS OFFERING 153 LEGAL MATTERS 154 EXPERTS 154 WHERE YOU CAN FIND ADDITIONAL INFORMATION 154 INDEX TO FINANCIAL STATEMENTS F-1 2Table of Contents About this Prospectus We and the underwriters have not authorized anyone to provide any information or to m
87、ake any representations other than those contained in this prospectus or in any freewriting prospectuses prepared by us or on our behalf or to which we have referred you.We take no responsibility for,and can provide no assurance as to the reliability of,any other information that others may give you
88、.This prospectus is an offer to sell only the ADSs offered hereby,but only under circumstances and in jurisdictions where it islawful to do so.We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale
89、 isnot qualified to do so or to any person to whom it is not permitted to make such offer or sale.For the avoidance of doubt,no offer or invitation to subscribe for ADSs is madeto the public in Bermuda.The information contained in this prospectus is current only as of the date on the front cover of
90、the prospectus.Our business,financial condition,results of operations,and prospects may have changed since that date.Conventions that Apply to this Prospectus Unless otherwise indicated or the context requires otherwise,references in this prospectus to:“ADRs”are to the American depositary receipts t
91、hat may evidence the ADSs(defined below);“ADSs”are to the American depositary shares,each of which represents 15 Ordinary Shares(defined below);“China”or the“PRC”are to the Peoples Republic of China;“Fook Hing Trading”are to Fook Hing Group Trading Company Limited,a company with limited liability in
92、corporated in Hong Kong;“Fookhing Zipper”are to Jinjiang Fookhing Zipper Co.,Ltd.,a company with limited liability organized in the PRC;“Fulong Zipper”are to Jinjiang Fulong Zipper and Weaving Co.,Ltd.,a company with limited liability organized in the PRC;“Fuxin Electroplating”are to Jinjiang Fuxin
93、Electroplating Co.,Ltd.,a company with limited liability organized in the PRC;“Fuxing Dress”are to Jinjiang Fuxing Dress Co.,Ltd.,a company with limited liability organized in the PRC;3Table of Contents “Fuxing Group”or“our Group”are to Fuxing China(as defined below)and our subsidiaries,collectively
94、;“Fuxing HK”are to Fuxing China Group Limited(HK),a company with limited liability incorporated in Hong Kong;“HK$”or“HKD”are to the legal currency of Hong Kong;“Jade Star”are to Jade Star Group Holdings Limited,a company incorporated in the British Virgin Islands;“Jianxin Weaving”are to Jinjiang Jia
95、nxin Weaving Co.,Ltd.,a company with limited liability organized in the PRC;“our operating subsidiaries”are to Fulong Zipper,Fookhing Zipper,Fuxing Dress,Fuxing Electroplating,Jianxin Weaving,Xiamen Industrial(defined below)and Xiamen Property(defined below),our wholly-owned subsidiaries organized i
96、n the PRC,and Fook Hing Trading,our wholly owned subsidiaryincorporated in Hong Kong.“PRC subsidiaries”are to our subsidiaries formed in mainland China,including Fulong Zipper,Fookhing Zipper,Fuxing Dress,Fuxing Electroplating,JianxinWeaving,Xiamen Industrial(defined below)and Xiamen Property(define
97、d below);“shares,”“Shares,”or“Ordinary Shares”are to the ordinary shares of Fuxing China,par value SGD0.02 per share;“Singapore dollars,”“SGD”and“S$”are to the legal currency of Singapore;“U.S.dollars,”“USD,”and“US$,”are to the legal currency of the United States;“we,”“us,”“our,”“Fuxing China,”or th
98、e“Company”are to Fuxing China Group Limited,an exempted company limited by shares incorporated in Bermuda;“Xiamen Industrial”are to Xiamen Fuxing Industrial Co.,Ltd.,a company with limited liability organized in the PRC;and “Xiamen Property”are to Xiamen Xinfuxing Property Management Co.,Ltd.,a comp
99、any with limited liability organized in the PRC.Unless the context indicates otherwise,all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.Our business is conducted by our operating subsidiaries in China using Renminbi(“RMB”)and in Hong Kong usin
100、g Hong Kong Dollar(“HKD”).Our consolidatedfinancial statements are presented in U.S.dollars.In this prospectus,we refer to assets,obligations,commitments,and liabilities in our consolidated financial statements inU.S.dollars.These dollar references are based on the exchange rate of RMB or HKD to U.S
101、.dollars,determined as of a specific date or for a specific period.Changes in theexchange rate will affect the amount of our obligations and the value of our assets in terms of U.S.dollars which may result in an increase or decrease in the amount of ourobligations(expressed in dollars)and the value
102、of our assets,including accounts receivable(expressed in dollars).With respect to amounts not recorded in our consolidatedfinancial statements included elsewhere in this prospectus,the conversion of Singapore dollars into U.S.dollars is based on 0.75;the conversion of RMB to U.S.dollars isbased on 0
103、.15;the conversion of HKD to U.S.dollars is based on 0.13.Unless the context indicates otherwise,all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.4Table of Contents PROSPECTUS SUMMARY The following summary is qualified in its entirety by,and s
104、hould be read in conjunction with,the more detailed information and financial statements included elsewhere inthis prospectus.In addition to this summary,we urge you to read the entire prospectus carefully,especially the risks of investing in the ADSs,discussed under“RiskFactors,”before deciding whe
105、ther to buy the ADSs.Overview Through our operating subsidiaries in mainland China and Hong Kong,we are principally engaged in the production and sale of zipper sliders and zipper chains,trading oftextile raw and auxiliary materials used in zipper production,and provision of zipper processing servic
106、es in mainland China and Hong Kong.Since our establishment in1993,Fuxing Group has built up a credible track record and market reputation with a diversified customer base of over 1,600 customers in China,including many renownedbrands such as Anta,Septwolves,LiNing,361,Samsonite and Northpole China.W
107、e aim to become one of the leading zipper product manufacturers and to achieverecognition as a market leader for our brand name,quality of products and research and development(“R&D”)capabilities.Our zipper products consist mainly of zipper sliders and zipper chains and are widely used in apparel(in
108、cluding sportswear),shoes,camping equipment,bags,such ashandbags,briefcases,luggage and laptop bags,and upholstery furnishings,such as bedding and sofa covers.Our products are sold mainly to China local manufacturers ofapparel and footwear products,camping equipment,bags,manufacturers of upholstery
109、furnishings,as well as other zipper manufacturers which further process or assembleour zipper products in order to customize these according to their customers needs.Some of the zipper products which we sell are manufactured under our“3F”brand name.In addition,we sell to trading companies which expo
110、rt our zipper products to overseas markets,including Australia,European countries,such as Russia,Turkey,Spain,Italy,Poland,Belgium,Greece,Slovenia and Lithuania,and Asian countries,such as South Korea,Thailand,Vietnam and Indonesia.Our operating subsidiary,Fook Hing Trading in Hong Kong,is primarily
111、 engaged in the trading of textile raw and auxiliary materials,including rubber thread,nylon fabricand nylon yarn.Our operating subsidiaries,Fulong Zipper,Fuxin Electroplating and Jianxin Weaving,provide zipper processing services,including color dyeing of fabric tapes for zippers,electroplating ser
112、vices for zipper sliders and manufacturing and sales of dyed yarn.Our manufacturing facilities are located in Jinjiang City,Fujian Province.Our manufacturing operations are highly integrated,and we have an extensive range of machineryand equipment at our manufacturing premises.Building on our techni
113、cal knowledge and our manufacturing expertise,we are able to integrate our operations and business tocater to our customers needs.We have the ability to manufacture the entire zipper product from mold-making for the production of our zipper sliders to the manufacturing offabric tape for zipper chain
114、s.Our range of manufacturing machinery also enables us to produce our zipper chains and zipper sliders using a wide range of materials,colors,and sizes in accordance with our customers requirements.Most of our raw materials are mainly procured from our suppliers located in Fujian Province.We accord
115、high priority to quality control during the production processes of our products.Our subsidiary,Fookhing Zipper,was awarded the GB/T 19001-2016/ISO9001:2015 Quality Management System Certificate,valid through September 2025,by the World Standards for Certification Center Inc.(“WSF”)(北京世标认证中心有限公司),a
116、third-party certification body headquartered in China.Fookhing Zipper was also awarded the GB/T 45001-2020/ISO 45001:2018 Occupational Health and SafetyManagement System Certificate and GB/T 24001-2016/ISO 14001:2015 Environmental Management System Certificate by the WSF,both valid through September
117、 2025.Fookhing Zipper also holds the GRS Certificate(GRS 4.0),valid through May 2025,evidencing that our products passed the Global Recycled Standard 4.0,issued byIntertek,a multinational assurance,inspection,product testing and certification company headquartered in London,England.Fookhing Zipper i
118、s authorized to use the label“STANDARD 100 by OEKO-TEX”,valid through September 2025,on our zipper products,which is one of the worlds best-known labels for textiles tested for harmfulsubstances,issued by the International Association for Research and Testing in the Field of Textile and Leather Ecol
119、ogy,headquartered in Zurich,Switzerland.All our zipperproducts are manufactured in accordance with the PRC zipper industry standards as set by China National Light Industry Council.To ensure continual innovation in product quality and improved efficiency,we place strong emphasis on product and techn
120、ical R&D.As of December 31,2024,we had anR&D team comprised of 20 members.Our R&D team leader,Mr.Yanming Luo,has more than 20 years of industry experience and was the inventor of 72 valid patentsrelated to zipper design as of January 2025.Please see“Business-Research and Product development.”5Table
121、of Contents We generate revenue primarily from three sources,(i)production and sale of zippers,including zipper chains and zipper sliders(the“Zipper Segment”),(ii)trading of textileraw and auxiliary materials(the“Trading Segment”),and(iii)zipper processing services(the“Processing Segment”).Our total
122、 revenue decreased from approximately US$54.4 million for the six months ended September 30,2023 to approximately US$51.2 million for the six months endedSeptember 30,2024.Our net income increased from approximately US$0.2 million for the six months ended September 30,2023 to approximately US$0.6 mi
123、llion for thesix months ended September 30,2024.The revenue derived from the Zipper Segment accounted for 53.6%and 66.8%of our total revenue for the six months endedSeptember 30,2023 and 2024,respectively.The revenue derived from the Trading Segment accounted for 39.2%and 24.9%of our total revenue f
124、or the six months endedSeptember 30,2023 and 2024,respectively.The revenue derived from the Processing Segment accounted for 7.2%and 8.3%of our total revenue for the six months endedSeptember 30,2023 and 2024,respectively.Our total revenue decreased from approximately US$121 million in the fiscal ye
125、ar ended March 31,2023 to approximately US$106 million in the fiscal year ended March31,2024.Our net income decreased from approximately US$1.6 million in the fiscal year ended March 31,2023 to approximately US$1.1 million in the fiscal year endedMarch 31,2024.The revenue derived from the Zipper Seg
126、ment accounted for 54%and 54%of our total revenue for fiscal years ended March 31,2023 and 2024,respectively.The revenue derived from the Trading Segment accounted for 39%and 38%of our total revenue for the fiscal years ended March 31,2023 and 2024,respectively.The revenue derived from the Processin
127、g Segment accounted for 7%and 8%of our total revenue for the fiscal years ended March 31,2023 and 2024,respectively.Competitive Strengths We believe that the following competitive strengths have contributed to our operating subsidiaries success and differentiated them from their competitors:we belie
128、ve that we are one of the few vertically-integrated players in the PRC zipper industry;we have an established track record and reputation;we are one of the largest zipper manufacturers in the PRC;we place great emphasis on the quality of our products,as well as product and technical R&D;we employ se
129、mi-automated production processes that allow us to be efficient and maintain our high quality standards and control our production costs;and we have an experienced and capable management team.Growth Strategies We intend to implement the following strategies to grow our business:pursue strategic inve
130、stment and acquisition opportunities;improve our brand awareness;expand customer base;increase R&D efforts and expand our production capacity;and recruit top talent.6Table of Contents Our Challenges Our operating subsidiaries face risks and uncertainties in realizing our business objectives and exec
131、uting our strategies,including those relating to:our ability to retain our current customers and attract new customers;our ability to expand our product and service offerings;our ability to generate and maintain sufficient net cash inflows from operating activities;our ability to compete effectively
132、 against our competitors;our ability to improve our products and services to keep up with the rapidly changing demands,preferences,trends,and technologies in the zippermanufacturing industry;our ability to comply with the relevant laws and regulations in China;and our ability to protect our intellec
133、tual property and proprietary rights.Summary of Risk Factors Investing in the ADSs involves significant risks.You should carefully consider all of the information in this prospectus before making an investment in the ADSs.Belowplease find a summary of the principal risks we face,organized under rele
134、vant headings.These risks are discussed more fully in the section titled“Risk Factors.”Risks Relating to Doing Business in China(for a more detailed discussion,see“Risk Factors-Risks Relating to Doing Business in China”beginning on page 21 of thisprospectus)Our business is conducted in mainland Chin
135、a and Hong Kong through our operating subsidiaries,and therefore,we face risks and uncertainties relating to doing business inmainland China and Hong Kong in general,including,but not limited to,the following:recent joint statement by the SEC and the PCAOB proposed rule changes submitted by Nasdaq,a
136、nd the Holding Foreign Companies Accountable Act all callfor additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.These developments could add uncertaint
137、ies to our offering(see“Risk Factors-Risks Relating to DoingBusiness in China-Recent joint statement by the SEC and the PCAOB proposed rule changes submitted by Nasdaq,and the Holding Foreign CompaniesAccountable Act all call for additional and more stringent criteria to be applied to emerging marke
138、t companies upon assessing the qualification of theirauditors,especially the non-U.S.auditors who are not inspected by the PCAOB.These developments could add uncertainties to our offering”on page 21 ofthis prospectus);U.S.regulatory bodies may be limited in their ability to conduct investigations or
139、 inspections of the operations of our operating subsidiaries in China(see“Risk Factors-Risks Relating to Doing Business in China-U.S.regulatory bodies may be limited in their ability to conduct investigations or inspections of theoperations of our operating subsidiaries in China”on page 22 of this p
140、rospectus);7Table of Contents recent greater oversight by the CAC over data security,particularly for companies seeking to list on a foreign exchange,could adversely impact our businessand our offering(see“Risk FactorsRisks Relating to Doing Business in ChinaRecent greater oversight by the CAC over
141、data security,particularly forcompanies seeking to list on a foreign exchange,could adversely impact our business and our offering”on page 24 of this prospectus);you may experience difficulties in effecting service of legal process,enforcing foreign judgments,or bringing actions in China against us
142、or our managementnamed in the prospectus based on PRC laws(see“Risk FactorsRisks Relating to Doing Business in ChinaYou may experience difficulties in effectingservice of legal process,enforcing foreign judgments,or bringing actions in China against us or our management named in the prospectus based
143、 on PRC laws”on page 25 of this prospectus);our operating subsidiaries in China have not made adequate social insurance and housing provident fund contributions for all employees as required by PRCregulations,which may subject us to penalties(see“Risk Factors Risks Relating to Doing Business in Chin
144、aOur operating subsidiaries in China have notmade adequate social insurance and housing provident fund contributions for all employees as required by PRC regulations,which may subject us to penalties”on page 26 of this prospectus);PRC regulations relating to offshore investment activities by PRC res
145、idents may limit our PRC subsidiaries ability to increase their registered capital ordistribute profits to us,or otherwise expose us or our PRC resident shareholders to liabilities or penalties(see“Risk Factors Risks Relating to DoingBusiness in ChinaPRC regulations relating to offshore investment a
146、ctivities by PRC residents may limit our PRC subsidiaries ability to increase theirregistered capital or distribute profits to us,or otherwise expose us or our PRC resident shareholders to liabilities or penalties”on page 26 of this prospectus);8Table of Contents our PRC subsidiaries are subject to
147、restrictions on paying dividends or making other payments to us,which may have a material adverse effect on our ability toconduct our business(see“Risk Factors-Risks Relating to Doing Business in China-Our PRC subsidiaries are subject to restrictions on paying dividends ormaking other payments to us
148、,which may have a material adverse effect on our ability to conduct our business”on page 30 of this prospectus);there are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our operating subsidiaries in China,and dividends payable byour operating subsidiaries
149、in China to our Hong Kong subsidiary may not qualify to enjoy certain treaty benefits(see“Risk FactorsRisks Relating to DoingBusiness in ChinaThere are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our operating subsidiaries in China,anddividends payable
150、by our operating subsidiaries in China to our Hong Kong subsidiary may not qualify to enjoy certain treaty benefits”on page 31 of thisprospectus);if we become directly subject to the scrutiny,criticism,and negative publicity involving U.S.-listed Chinese companies,we may have to expend significantre
151、sources to investigate and resolve the matter which could harm our operating subsidiaries business operations,the ADSs price,and our reputation(see“RiskFactors-Risks Relating to Doing Business in China-If we become directly subject to the scrutiny,criticism,and negative publicity involving U.S.-list
152、ed Chinesecompanies,we may have to expend significant resources to investigate and resolve the matter which could harm our operating subsidiaries businessoperations,the ADSs price,and our reputation”on page 32 of this prospectus);uncertainties in interpretation and enforcement of PRC laws and regula
153、tions and changes in policies,rules,and regulations in China,which may be quick withlittle advance notice,could limit the legal protection available to you and us,and may impact our ability to operate profitably(see“Risk FactorsRisksRelating to Doing Business in ChinaUncertainties in interpretation
154、and enforcement of PRC laws and regulations and changes in policies,rules,andregulations in China,which may be quick with little advance notice,could limit the legal protection available to you and us,and may affect our ability tooperate profitably”on page 32 of this prospectus);the Chinese regulato
155、ry authorities exert substantial influence over the manner in which we must conduct our business,and may intervene or influence ouroperations at any time,or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers,which could result in amaterial chang
156、e in our operations,significantly limit or completely hinder our ability to offer or continue to offer securities to investors,and cause the value ofthe ADSs to significantly decline or be worthless(see“Risk FactorsRisks Relating to Doing Business in ChinaThe Chinese regulatory authorities exertsubs
157、tantial influence over the manner in which we must conduct our business,and may intervene or influence our operations at any time,or may exert morecontrol over offerings conducted overseas and/or foreign investment in China-based issuers,which could result in a material change in our operations,sign
158、ificantly limit or completely hinder our ability to offer or continue to offer securities to investors,and cause the value of the ADSs to significantly declineor be worthless”on page 32 of this prospectus);and we are required to fulfill the Trial Administrative Measures filing procedures and report
159、relevant information to the CSRC;and,since the further interpretationand implementation of the new regulations are still required,we cannot assure you that we will be able to complete the filings for any future offerings and fullycomply with the relevant new rules on a timely basis,if at all(see“Ris
160、k Factors Risks Relating to Doing Business in ChinaWe are required to fulfill theTrial Administrative Measures filing procedures and report relevant information to the CSRC;and,since the further interpretation and implementation of thenew regulations are still required,we cannot assure you that we w
161、ill be able to complete the filings for any future offerings and fully comply with the relevantnew rules on a timely basis,if at all”on page 32 of this prospectus).9Table of Contents Risks Related to Our Business(for a more detailed discussion,see“Risk Factors-Risks Related to Our Business”beginning
162、 on page 35 of this prospectus)Risks and uncertainties related to our business include,but are not limited to,the following:we face increasing competition from other manufacturers(see“Risk Factors-Risks Related to Our Business-We face increasing competition from othermanufacturers”on page 35 of this
163、 prospectus);we generally do not enter into long-term contracts with our customers(see“Risk Factors-Risks Related to Our Business-We generally do not enter into long-term contracts with our customers”on page 35 of this prospectus);we are dependent on the PRC market(see“Risk Factors-Risks Related to
164、Our Business-We are dependent on the PRC market”on page 36 of this prospectus);we are subject to fluctuations in the prices of principal components and raw materials(see“Risk Factors-Risks Related to Our Business-We are subject tofluctuations in the prices of principal components and raw materials”o
165、n page 36 of this prospectus);we are exposed to credit risks of our customers.Defaults or delays in payment by customers will adversely affect our financial position and profitability(see“Risk Factors-Risks Related to Our Business-We are exposed to credit risks of our customers.Defaults or delays in
166、 payment by customers will adversely affectour financial position and profitability”on page 37 of this prospectus);and our financial condition,results of operations,and cash flows for 2021 have been adversely affected by COVID-19(see“Risk Factors-Risks Related to OurBusiness-Our financial condition,
167、results of operations,and cash flows for 2021 have been adversely affected by COVID-19”on page 40 of this prospectus).10Table of Contents Risks Relating to this Offering and the Trading Market(for a more detailed discussion,see“Risk Factors-Risks Relating to this Offering and the Trading Market”begi
168、nning on page 40 of this prospectus)In addition to the risks described above,we are subject to general risks and uncertainties relating to this offering and the trading market,including,but not limited to,thefollowing:there has been no public market for our Ordinary Shares or the ADSs in the U.S.pri
169、or to the completion of this offering,and you may not be able to resell theADSs at or above the price you pay for them,or at all(see“Risk Factors-Risks Relating to this Offering and the Trading Market-There has been no publicmarket for the ADSs in the U.S.prior to the completion of this offering,and
170、 you may not be able to resell the ADSs at or above the price you pay for them,orat all”on page 40 of this prospectus);the voting rights of holders of ADSs are limited by the terms of the deposit agreement,and you may not be able to exercise your right to direct how theOrdinary Shares which are repr
171、esented by your ADSs are voted(see“Risk Factors-Risks Relating to this Offering and the Trading Market-The voting rights ofholders of ADSs are limited by the terms of the deposit agreement,and you may not be able to exercise your right to direct how the Ordinary Shares which arerepresented by your A
172、DSs are voted”on page 42 of this prospectus);holders or beneficial owners of the ADSs have limited recourse if we or the depositary fail/fails to meet our respective obligations under the deposit agreement(see“Risk Factors-Risks Relating to this Offering and the Trading Market-Holders or beneficial
173、owners of the ADSs have limited recourse if we or thedepositary fail/fails to meet our respective obligations under the deposit agreement”on page 44 of this prospectus);our management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may not
174、enhance our results ofoperations or the price of the ADSs(see“Risk Factors-Risks Relating to this Offering and the Trading Market-Our management has broad discretion todetermine how to use the funds raised in the offering and may use them in ways that may not enhance our results of operations or the
175、 price of the ADSs”onpage 49 of this prospectus);and the price of the ADSs could be subject to rapid and substantial volatility(see“Risk Factors-Risks Relating to this Offering and the Trading Market-The price ofthe ADSs could be subject to rapid and substantial volatility”on page 52 of this prospec
176、tus).Permission Required from PRC Authorities According to the Circular of the General Office of the State Council on the Full Implementation of the List of Administrative Licensing Items(No.2 2022 of the GeneralOffice of the State Council)and its attachment,the List of Administrative Licensing Item
177、s Set by Laws,Administrative Regulations,and Decisions of the State Council(2022 Edition),as of the date of this prospectus,our PRC subsidiaries have obtained and currently maintain the approvals,permits,licenses,registrations or filings from PRCauthorities needed to engage in the businesses current
178、ly conducted in mainland China.Such permits,licenses,registrations and permissions(the“Governmental Permits”)include,but are not limited to,the following:1.Business License,which is a permit issued by Market Supervision and Administration that allows companies to conduct specific businesses within t
179、hegovernments geographical jurisdiction;2.Pollutant Discharge Permit,which is a permit issued by Administration of Ecology and Environment in the PRC that allows companies to dischargepollutants in accordance with regulations;and 3.Receipt of Pollution Discharge Registration for Fixed Pollution Sour
180、ces,which is a receipt issued by the National Pollution Discharge PermitManagement Information Platform that allows companies with little production and little impact on the environment to discharge small amounts ofpollutants but not yet required to apply for a Pollutant Discharge Permit in accordan
181、ce with regulations.Please refer to“Business-Licenses,Awards and Certificates”for a detailed discussion of the licenses that our operating subsidiaries have obtained as of the date of thisprospectus.We cannot assure you that our PRC subsidiaries will always be able to successfully update or renew th
182、e Governmental Permits required for the relevant businessin a timely manner or that these licenses or permits are sufficient to conduct all of our PRC subsidiaries present or future business.The PRC subsidiaries operations couldbe adversely affected,directly or indirectly;our ability to offer,or con
183、tinue to offer,securities to investors would be potentially eliminated;and the value of our securitiesmight significantly decline,by existing or future laws and regulations relating to the business of the subsidiaries and the PRC subsidiaries or our industry,or by legalrestrictions by PRC regulatory
184、 authority,if we or our PRC subsidiaries(i)do not receive or maintain such Governmental Permits,(ii)inadvertently conclude that suchGovernmental Permits are not required,(iii)applicable laws,regulations,or interpretations change and the PRC subsidiaries are required to obtain such GovernmentalPermit
185、s in the future.11Table of Contents On February 17,2023,the CSRC,promulgated the Trial Administrative Measures,which came into force on March 31,2023.On the same date,the CSRC circulated theNotice and relevant CSRC Answers to Reporter Questions,or collectively,the Guidance Rules and Notice,on CSRCs
186、official website.The Trial Administrative Measuresrefine the regulatory system by subjecting both direct and indirect overseas offering and listing activities to the CSRC filing-based administration.The Trial AdministrativeMeasures,together with the Guidance Rules and Notice impose requirements for
187、the overseas securities offering and listing by domestic enterprises,and clarified andemphasized several aspects,which include,but are not limited to:(i)comprehensive determination of the“indirect overseas offering and listing by PRC domesticcompanies”in compliance with the principle of“substance ov
188、er form”and particularly,an issuer will be required to go through the filing procedures under the TrialAdministrative Measures if the following criteria are met at the same time:a)50%or more of the issuers operating revenue,total profit,total assets or net assets asdocumented in its audited consolid
189、ated financial statements for the most recent accounting year is accounted for by PRC domestic companies,and b)the main parts of theissuers business activities are conducted in mainland China,or its main places of business are located in mainland China,or the senior managers in charge of its busines
190、soperation and management are mostly Chinese citizens or domiciled in mainland China;(ii)exemptions from immediate filing requirements for issuers that have alreadybeen listed overseas,prior to the date of implementation of the Trial Administrative Measures,or meet the following circumstances at the
191、 same time:a)whose application forindirect overseas offering and listing has been approved by the overseas regulators or overseas stock exchanges(for example,the effectiveness of a registration statement foroffering and listing in the U.S.has been obtained),and b)are not required to re-perform the r
192、egulatory procedures with the relevant overseas regulator or overseas stockexchanges,and c)whose overseas offering or listing shall be completed before September 30,2023,but such issuers shall still be subject to filing procedures if they conductrefinancings or any other filing matters;(iii)a negati
193、ve list of types of issuers banned from listing or offering overseas,such as issuers under investigation for crimes ormajor violations of the law,or whose overseas offering and listing may endanger national security,or whose controlling shareholders have been recently convicted of briberyand corrupt
194、ion;(iv)issuers compliance with foreign investment,network security,data security,and other national security laws,regulations and relevant provisions;(v)issuers filing and reporting obligations,such as an obligation to file with the CSRC after an issuer submits an application for initial public off
195、ering to competent overseasregulators,and an obligation to file with the CSRC after an issuer completes subsequent offerings in the same overseas market and to report to the CSRC on material eventsincluding change of control or voluntary or mandatory delisting of the issuer;and(vi)the CSRCs authorit
196、y to fine both issuers and their relevant shareholders for failure tocomply with the Trial Administrative Measures,including failure to comply with the filing procedures or filing with materials on false,misleading statements or materialomissions.Specifically,pursuant to the Trial Administrative Mea
197、sures,we are required to file with the CSRC within three business days after submitting the applicationdocuments for offering and listing in the U.S.,unless we can obtain the exemptions referenced in clause(ii)above.As the Trial Administrative Measures are newly-issued,the interpretation and impleme
198、ntation on its enforcement will be released or adjusted from time to time.Therefore,we cannot assure you that we will be able to complete thefilings for any future offerings and fully comply with the relevant new rules on a timely basis,if at all.The closing of this offering is contingent upon our r
199、eceipt of CSRCapproval under the Trial Administrative Measures.On October 7,2023,we submitted the filing report and related materials to the CSRC in accordance with the requirementsof the Trial Administrative Measures,and on May 30,2024,the CSRC published the notification on our completion of the re
200、quired filing procedures for this filing.As of thedate of this prospectus,we have completed the CSRC filing procedure for this offering in accordance with the Trial Administrative Measures.See“Risk FactorsRisksRelating to Doing Business in ChinaWe are required to fulfill the Trial Administrative Mea
201、sures filing procedures and report relevant information to the CSRC;and,sincethe further interpretation and implementation of the new regulations are still required,we cannot assure you that we will be able to complete the filings for any futureofferings and fully comply with the relevant new rules
202、on a timely basis,if at all.”Transfers of Cash to and from Our Subsidiaries We currently have not maintained any cash management policies that dictate the purpose,amount and procedures for cash transfers between the Company,our subsidiaries,or investors.Rather,the funds can be transferred in accorda
203、nce with the applicable PRC laws and regulations.To the extent cash or assets in the business is in the PRC orHong Kong or a PRC or Hong Kong entity,the funds or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due to theimposition of restrictions and l
204、imitations on the ability of us or our subsidiaries by the PRC regulatory authority to transfer cash or assets.12Table of Contents Under existing PRC foreign exchange regulations,payment of current account items,such as profit distributions and trade and service-related foreign exchange transactions
205、,can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange,or the SAFE,by complying with certain proceduralrequirements.Therefore,our PRC subsidiaries are able to pay dividends in foreign currencies to us without prior approval from SAFE,subject to th
206、e condition that theremittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulations,such as the overseas investment registrations byour shareholders or the ultimate shareholders of our corporate shareholders who are PRC residents.See“Risk Facto
207、rs-Risks Relating to Doing Business in China-PRCregulations relating to offshore investment activities by PRC residents may limit our PRC subsidiaries ability to increase their registered capital or distribute profits to us,orotherwise expose us or our PRC resident shareholders to liabilities or pen
208、alties.”Approval from,or registration with,appropriate government authorities is,however,required where the RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreigncurrencies.The PRC regulatory authority may
209、also at its discretion restrict access in the future to foreign currencies for current account transactions.Current PRC regulationspermit our PRC subsidiaries to pay dividends to the Company only out of their accumulated profits,if any,determined in accordance with Chinese accounting standards andre
210、gulations.As of the date of this prospectus,there are no restrictions or limitations imposed by the Hong Kong government on the transfer of capital within,into and out ofHong Kong(including funds from Hong Kong to mainland China),except for transfer of funds involving money laundering and criminal a
211、ctivities.Fuxing China has beendesignated by the Bermuda Monetary Authority as a non-resident for Bermuda exchange control purposes.This designation allows us to engage in transactions in currenciesother than the Bermuda dollar,and,as of the date of this prospectus,there are no restrictions in Bermu
212、da on our ability to transfer funds(other than funds denominated inBermuda dollars)in and out of Bermuda or to pay dividends in any foreign currency to United States residents who are holders of our Ordinary Shares.See“Risk Factors-Risks Related to Doing Business in China-Our PRC subsidiaries are su
213、bject to restrictions on paying dividends or making other payments to us,which may have a materialadverse effect on our ability to conduct our business,”“Risk Factors-Risks Related to Doing Business in China-To the extent cash or assets in the business is in the PRC orHong Kong or a PRC or Hong Kong
214、 entity,the funds or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due to theimposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC regulatory authority to transfer cash or assets,”and“Risk Factors-Risks Relate
215、dto Doing Business in China-We rely on dividends and other distributions on equity paid by our operating subsidiaries to fund any cash and financing requirements we mayhave,and any limitation on the ability of our operating subsidiaries to make payments to us could have a material adverse effect on
216、our ability to conduct our business.”As a holding company,we may rely on dividends and other distributions on equity paid by our subsidiaries,including those based in mainland China,for our cash andfinancing requirements.If any of our PRC subsidiaries incurs debt on its own behalf in the future,the
217、instruments governing such debt may restrict its ability to paydividends to us.Fuxing China is permitted under the laws of Bermuda to provide funding to our subsidiaries incorporated in the British Virgin Islands and Hong Kongthrough loans or capital contributions as our board of directors may deter
218、mine from time to time.Our subsidiaries are permitted under the respective laws of the BritishVirgin Islands and Hong Kong to provide funding to Fuxing China through dividend distribution without restrictions on the amount of the funds.There are no restrictions bythe British Virgin Islands and Hong
219、Kong governments on dividend distributions from Hong Kong to the British Virgin Islands and the British Virgin Islands to Bermuda.The PRC has currency and capital transfer regulations that require us to comply with certain requirements for the movement of capital.The Company is able to transfer cash
220、(U.S.Dollars)to its PRC subsidiaries through an investment(by increasing the Companys registered capital in a PRC subsidiary).The Companys subsidiaries within Chinacan transfer funds to each other when necessary through current lending.The transfer of funds among companies is subject to the Provisio
221、ns on Private Lending Cases,thelatest revision of which was implemented on January 1,2021,which regulates the financing activities between natural persons,legal persons and unincorporatedorganizations.As advised by our PRC counsel,Fujian Yimao Law Firm,the Provisions on Private Lending Cases does no
222、t prohibit using cash generated from one subsidiaryto fund another subsidiarys operations.We have not been notified of any other restriction which could limit our PRC subsidiaries ability to transfer cash between PRCsubsidiaries.The Companys business is primarily conducted through its subsidiaries.T
223、he Company is a holding company and its material assets consist solely of theownership interests held in its PRC subsidiaries.The Company relies on dividends paid by its subsidiaries for its working capital and cash needs,including the fundsnecessary:(i)to pay dividends or cash distributions to its
224、shareholders,(ii)to service any debt obligations and(iii)to pay operating expenses.As a result of PRC laws andregulations(noted below)that require annual appropriations of 10%of after-tax income to be set aside in a general reserve fund prior to payment of dividends,theCompanys PRC subsidiaries are
225、restricted in that respect,as well as in others respects noted below,in their ability to transfer a portion of their net assets to the Company asa dividend.13Table of Contents With respect to transferring cash from the Company to its subsidiaries,increasing the Companys registered capital in a PRC s
226、ubsidiary requires the filing with the localadministration for market regulation,while a shareholder loan requires a filing with the SAFE or its local bureau.Aside from the declaration to the SAFE,there is norestriction or limitation on such cash transfer or earnings distribution.With respect to the
227、 payment of dividends,we note the following:1.PRC regulations currently permit the payment of dividends only out of accumulated profits,as determined in accordance with accounting standards andPRC regulations(an in-depth description of the PRC regulations is set forth below);2.Our PRC subsidiaries a
228、re required to set aside,at a minimum,10%of their net income after taxes,based on PRC accounting standards,each year asstatutory surplus reserves until the cumulative amount of such reserves reaches 50%of their registered capital;3.Such reserves may not be distributed as cash dividends;4.The incurre
229、nce of debt,specifically the instruments governing such debt,may restrict a subsidiarys ability to pay shareholder dividends or make othercash distributions;and 5.When the bank handles the repatriation of profits worth more than US$50,000 for a domestic institution,it shall check board resolutions r
230、egarding profitdistributions,the original version of tax filing records and audited financial statements in accordance with the principle of genuine transactions,andbefore remittance of profits,domestic entities should first hold income to account for previous years losses.If,for the reasons noted a
231、bove,our subsidiaries are unable to pay shareholder dividends and/or make other cash payments to the Company when needed,the Companysability to conduct operations,make investments,engage in acquisitions,or undertake other activities requiring working capital may be materially and adversely affected.
232、However,our operations and business,including investment and/or acquisitions by our subsidiaries within China,will not be affected as long as the capital is not transferredin or out of the PRC.The PRC regulatory authority may continue to strengthen its capital supervisions and our PRC subsidiaries d
233、ividends and other distributions may besubject to adjustment in the future.Between the date of incorporation of our holding company in 2006 through to the date of this prospectus,Fuxing China had distributed dividends to its shareholders orinvestors between 2008 and 2011,totaling approximately RMB12
234、2.66 million.Since 2012 through to the date of this prospectus,we have not received any dividends ordistributions from our subsidiaries,nor have we paid any dividends or distributions to our shareholders or U.S.investors.We intend to keep any future earnings to financethe expansion of our business,a
235、nd we do not anticipate that any cash dividends will be paid in the foreseeable future.If we determine to pay dividends on any of ourOrdinary Shares in the future,as a holding company,we will be dependent upon the receipt of funds from our operating subsidiaries in mainland China and Hong Kong.Ifwe
236、declare dividends on our Ordinary Shares,the depositary will pay to ADS holders the dividends it receives on our Ordinary Shares after deducting its fees and expensesand any other deductions,in accordance with the terms set forth in the deposit agreement.We do not anticipate any difficulties or limi
237、tations on our ability to transfer cashbetween our subsidiaries.Between the date of incorporation of our holding company in 2006 through to the date of this prospectus,cash transfers and transfers of otherassets among our holding Company and our subsidiaries are as follows:in 2007,Fuxing China trans
238、ferred SGD86,500,000 to its subsidiary Jade Star to increase the capital of its subsidiaries in mainland China and fund acquisitionsof other entities;in 2009,Fuxing China transferred SGD3,500,000 to its subsidiary Jade Star for the same purpose above;in 2010,our subsidiary Jade Star transferred SGD8
239、0,000 to Fuxing China to pay agency fees;in 2011,Fuxing China transferred EUR1,810,530 and HKD1,600,000,respectively,to its subsidiary Jade Star to increase the capital of its subsidiaries inmainland China.During the same year,Jade Star transferred HKD51,012,000 to Fuxing China;in 2012,Jade Star tra
240、nsferred USD2,950,000 to Fuxing China and Fuxing China transferred USD2,940,000 to Jade Star;in 2016,Jade Star transferred SGD29,990 to Fuxing China to pay agency fees;in 2017,Jade Star transferred HKD229,648 to Fuxing China and Fuxing China transferred HKD50,000 to Jade Star;and for each year betwe
241、en 2017 and 2023,our subsidiary Fook Hing Trading transferred the following amounts to Fuxing China:HKD4,500,000,HKD4,424,055,HKD4,000,000,HKD4,500,000,HKD5,000,000,HKD6,500,000 and HKD5,600,000,respectively.The funds were used to pay agency fees.Except as described above,there have been no other tr
242、ansfers,dividends or distributions made by or among our holding company and our subsidiaries,or to investors as ofthe date of this prospectus.14Table of Contents Corporate Information Our Ordinary Shares have been listed on the Mainboard of SGX-ST since September 2007.Our principal executive office
243、is located at Hangbian Industry Area,LonghuTown,Jinjiang City,Fujian Province,the PRC,and our phone number is+86-595-85287788.Our registered office in Bermuda is at Clarendon House,2 Church Street,Hamilton HM11,Bermuda,and the phone number of our registered office is+1-441-295-5950.We maintain a cor
244、porate website at .The informationcontained in,or accessible from,our website or any other website does not constitute a part of this prospectus.Our agent for service of process in the United States isCogency Global Inc.,located at 122 East 42nd Street,18th Floor,New York,NY 10168.Corporate Structur
245、e We are a holding company incorporated in Bermuda.As a holding company with no material operations of our own,we conduct our operations through our operatingsubsidiaries in mainland China and Hong Kong.The Ordinary Shares represented by the ADSs offered in this offering are equity interests in our
246、offshore holding companyincorporated in Bermuda and not equity interests in our operating subsidiaries in mainland China and Hong Kong.Therefore,you will not directly hold any equity interestsin our operating subsidiaries that are all located in mainland China and Hong Kong.We were incorporated on O
247、ctober 2,2006 as an exempted company limited by shares inBermuda.The following diagram illustrates our corporate structure upon completion of our initial public offering(“IPO”)based on 17,205,438 Ordinary Shares issued and outstandingas of December 31,2024(excludes 277,720 treasury shares)and 1,500,
248、000 ADSs to be offered in this IPO,assuming no exercise of the underwriters over-allotment option.For more details on our corporate history,please refer to“Corporate History and Structure.”For details of each shareholders ownership,please refer to the beneficial ownership table in the section captio
249、ned“Principal Shareholders.”15Table of Contents Risks Related to Our Corporate Structure We are subject to certain legal and operational risks associated with having the majority of our operations in China.PRC laws and regulations governing the current businessoperations of our PRC and Hong Kong sub
250、sidiaries are sometimes vague and uncertain,and as a result these risks may result in material changes in the operations of ouroperating subsidiaries,significant depreciation of the value of the ADSs,or a complete hindrance of our ability to offer,or continue to offer,our securities to investors.Rec
251、ently,the PRC regulatory authority adopted a series of regulatory actions and issued statements to regulate business operations in China with little advance notice,including cracking down on illegal activities in the securities market,adopting new measures to extend the scope of cybersecurity review
252、s,and expanding the efforts in anti-monopoly enforcement.As of the date of this prospectus,we and our operating subsidiaries in mainland China and Hong Kong have not been involved in any investigationson cybersecurity review initiated by any PRC regulatory authority,nor has any of them received any
253、inquiry,notice,or sanction.As confirmed by our PRC counsel,we arenot subject to cybersecurity review with the CAC,if the draft Measures for Cybersecurity Censorship become effective as they are published,since we currently do not haveover one million users personal information and do not anticipate
254、that we will be collecting over one million users personal information in the foreseeable future,which weunderstand might otherwise subject us to the draft Measures for Cybersecurity Censorship.See“Risk Factors-Risks Relating to Doing Business in China-Recent greateroversight by the CAC over data se
255、curity,particularly for companies seeking to list on a foreign exchange,could adversely impact our business and our offering.”Accordingto our PRC counsel,apart from the filing with the CSRC per the requirements of the Trial Administrative Measures,no other relevant laws or regulations in the PRCexpl
256、icitly require us to seek approval from the CSRC for our overseas listing plan.As of the date of this prospectus,we and our operating subsidiaries in mainland China andHong Kong have not received any inquiry,notice,warning,or sanctions regarding our planned overseas listing from the CSRC or any othe
257、r PRC regulatory authority.Sincethese statements and regulatory actions are newly-published,it is highly uncertain what the potential impact such modified or new laws and regulations will have on thedaily business operations of our operating subsidiaries,our ability to accept foreign investments,and
258、 our listing on an U.S.exchange.The SCNPC or PRC regulatoryauthorities may,in the future,promulgate new laws,regulations,or implementing new rules that require us,or our subsidiaries to obtain regulatory approval from Chineseauthorities before listing in the U.S.,apart from the filing with the CSRC
259、per the requirements of the Trial Administrative Measures.If we do not receive or maintain theapproval,or inadvertently conclude that such approval is not required,or applicable laws,regulations,or interpretations change such that we are required to obtain approvalin the future,we may be subject to
260、an investigation by competent regulators,fines or penalties,or an order prohibiting us from conducting an offering,and these risks couldresult in a material adverse change in our operating subsidiaries operations and the value of the ADSs,limit our ability to offer or continue to offer securities to
261、 investors,orcause such securities to significantly decline or be worthless.In addition,the ADSs may be prohibited to trade on a national exchange or over-the-counter under the Holding Foreign Companies Accountable Act if the PCAOB is unableto inspect our auditors for three consecutive years beginni
262、ng in 2021.Our auditor,Onestop Assurance PAC,is an independent registered public accounting firm with thePCAOB,and as an auditor of publicly traded companies in the U.S.,is subject to laws in the U.S.,pursuant to which the PCAOB conducts regular inspections to assess itscompliance with the applicabl
263、e professional standards.The PCAOB currently has access to inspect the working papers of our auditor and our auditor is not subject to thedeterminations announced by the PCAOB on December 16,2021,which determinations were vacated on December 15,2022.On June 22,2021,the U.S.Senate passed theAccelerat
264、ing Holding Foreign Companies Accountable Act,and on December 29,2022,the Consolidated Appropriations Act was signed into law by President Biden,whichcontained,among other things,an identical provision to Accelerating Holding Foreign Companies Accountable Act and amended the Holding Foreign Companie
265、sAccountable Act by requiring the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for twoconsecutive years instead of three.If trading in the ADSs is prohibited under the Holding Foreign Companies Accountable Act in the
266、 future because the PCAOB determinesthat it cannot inspect or fully investigate our auditor,Onestop Assurance PAC,at such future time,Nasdaq may determine to delist the ADSs.On August 26,2022,thePCAOB signed SOP Agreements with the CSRC and Chinas Ministry of Finance.The SOP Agreements established a
267、 specific,accountable framework to make possiblecomplete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong,as required under U.S.law.On December 15,2022,thePCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-regis
268、tered public accounting firms headquartered in mainland China andHong Kong completely in 2022.The PCAOB vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered publicaccounting firms headquartered in mainland China and Hong Kong.However,whet
269、her the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our,and ourauditors control.The PCAOB is continuing to demand com
270、plete access in mainland China and Hong Kong moving forward.The PCAOB has indicated that it will actimmediately to consider the need to issue new determinations with the Holding Foreign Companies Accountable Act if needed.If the PCAOB in the future again determinesthat it is unable to inspect and in
271、vestigate completely auditors in mainland China and Hong Kong,then the companies audited by those auditors would be subject to a tradingprohibition on U.S.markets pursuant to the Holding Foreign Companies Accountable Act and the Consolidated Appropriations Act.See“Risk Factors-Risks Relating toDoing
272、 Business in China-Recent joint statement by the SEC and the PCAOB proposed rule changes submitted by Nasdaq,and the Holding Foreign Companies AccountableAct all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their audit
273、ors,especially the non-U.S.auditors who are not inspected by the PCAOB.These developments could add uncertainties to our offering.”16Table of Contents Impact of COVID-19 on Our Operating Subsidiaries Operations and Our Financial Performance In December 2019,COVID-19 was first identified and on March
274、 11,2020,the World Health Organization declared COVID-19 a pandemic-the first pandemic caused by acoronavirus.The pandemic resulted in the implementation of significant governmental measures,intended to control the spread of the virus.The COVID-19 pandemic has adversely affected our Groups business
275、operations.Specifically,significant governmental measures implemented by the PRC regulatoryauthority,caused disruptions in transportation of raw materials as well as disruptions in distribution and delivery of our products to customers in 2020 and 2021,which led toa decrease in orders.However,our Gr
276、oup recorded improvements in sales and gross profit in fiscal year 2022,compared to fiscal year 2021.This was mainly attributable tothe fact that our Group has been constantly automating its manufacturing process progressively to mitigate the cost pressure arising from the increased production costs
277、.OurGroup has also improved the quality of its zippers through the automation process,which would eventually translate to higher margin sales orders from new customersegment.In addition,our Group has been endeavoring to manage its operating costs and is monitoring its receivables and collections clo
278、sely.In December 2022,the uncertainty and risk associated with Chinas COVID-19 policies and restrictions were significantly mitigated.The PRC regulatory authority unveileda series of new COVID-19-related policies to loosen its zero-COVID-19 policy,uplifted the COVID-19 prevention and control measure
279、s and provided a clear timetable tore-open the border.As of the date of this prospectus,our operating subsidiaries are operating normally without any disruption in production and operations.Although the COVID-19 pandemic seems to have been under relative control in China since May 2020,a resurgence
280、could negatively affect the execution of customercontracts and the collection of customer payments,and the continued uncertainties associated with COVID-19 may cause the Companys revenue and cash flows tounderperform in the next 12 months.Because of the significant uncertainties that remain concerni
281、ng the COVID-19or the spread of new variants,we cannot reasonablyestimate the potential for,or the extent of any future business disruption and the related financial impact at this time.Implications of Our Being an“Emerging Growth Company”As a company with less than US$1.235 billion in revenue durin
282、g our last fiscal year,we qualify as an“emerging growth company”as defined in the Jumpstart Our BusinessStartups Act of 2012,or the“JOBS Act.”An“emerging growth company”may take advantage of reduced reporting requirements that are otherwise applicable to largerpublic companies.In particular,as an em
283、erging growth company,we:may present only two years of audited financial statements and only two years of related Managements Discussion and Analysis of Financial Condition andResults of Operations,or“MD&A;”are not required to provide a detailed narrative disclosure discussing our compensation princ
284、iples,objectives and elements and analyzing how those elementsfit with our principles and objectives,which is commonly referred to as“compensation discussion and analysis”;17Table of Contents are not required to obtain an attestation and report from our auditors on our managements assessment of our
285、internal control over financial reporting pursuantto the Sarbanes-Oxley Act of 2002;are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements(commonly referredto as the“say-on-pay,”“say-on frequency”and“say-on-golden-parac
286、hute”votes);are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act;and will not b
287、e required to conduct an evaluation of our internal control over financial reporting until our second annual report on Form 20-F following theeffectiveness of our initial public offering.We intend to take advantage of all of these reduced reporting requirements and exemptions,including the longer ph
288、ase-in periods for the adoption of new or revised financialaccounting standards under 107 of the JOBS Act.Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted o
289、ut of the phase-in periods under 107 of the JOBS Act.Under the JOBS Act,we may take advantage of the above-described reduced reporting requirements and exemptions until we no longer meet the definition of an emerginggrowth company.The JOBS Act provides that we would cease to be an“emerging growth co
290、mpany”at the end of the fiscal year in which the fifth anniversary of our initialsale of common equity pursuant to a registration statement declared effective under the Securities Act occurred,if we have more than US$1.235 billion in annual revenues,have more than US$700 million in market value of t
291、he ADSs held by non-affiliates,or issue more than US$1 billion in principal amount of non-convertible debt over athree-year period.Foreign Private Issuer Status We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934,as amended(the“Exchange Act”).As
292、such,we are exempt fromcertain provisions applicable to United States domestic public companies.For example:we are not required to provide as many Exchange Act reports,or as frequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our home country requirem
293、ents,which are less rigorous than the rules that apply to domesticpublic companies;we are not required to provide the same level of disclosure on certain issues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures
294、 of material information;we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents,or authorizations in respect of a securityregistered under the Exchange Act;and we are not required to comply with Section 16 of the Exchange Act requiring ins
295、iders to file public reports of their share ownership and trading activities andestablishing insider liability for profits realized from any“short-swing”trading transaction.18Table of Contents THE OFFERING ADSs offered by us 1,500,000 ADSs Price per ADS We currently estimate that the initial public
296、offering price will be in the range of US$4.00 to US$6.00 per ADS.Ordinary Shares issued and outstanding prior tocompletion of this offering 17,205,438(1)Ordinary Shares ADSs issued and outstanding immediately after thisoffering 1,500,000 ADSs,assuming no exercise of the underwriters over-allotment
297、option and excluding 90,000 ADSsunderlying the Representatives Warrants 1,725,000 ADSs,assuming full exercise of the underwriters over-allotment option and excluding 103,500 ADSsunderlying the Representatives Warrants Ordinary shares issued and outstanding immediatelyafter this offering 39,705,438(1
298、)Ordinary Shares,assuming no exercise of the underwriters over-allotment option and excluding1,350,000 Ordinary Shares represented by 90,000 ADSs,underlying the Representatives Warrants 43,080,438(1)Ordinary Shares,assuming full exercise of the underwriters over-allotment option and excluding1,552,5
299、00 Ordinary Shares represented by 103,500 ADSs,underlying the Representatives Warrants Listing We have applied to have the ADSs listed on the Nasdaq Capital Market.Nasdaq Capital Market symbol“FFFZ”(1)Excludes 277,720 Ordinary Shares held by the Company as treasury shares.19Table of Contents Use of
300、proceeds We intend to use the proceeds from this offering to build a new factory,upgrade our manufacturing machines,invest in R&D,and fund our working capital and other general corporate purposes.See“Use of Proceeds”onpage 52 for more information.Lock-up We,our officers,directors and the holders of
301、5%or greater of our Ordinary Shares have agreed,for a period ofsix months from the date on which the trading of the ADSs commences,without the prior written consent of therepresentative of the underwriters,that they shall not,directly or indirectly,(i)offer,pledge,assign,encumber,announce the intent
302、ion to sell,sell,contract to sell,sell any option or contract to purchase,purchase any optionor contract to sell,grant any option,right or warrant to purchase,or otherwise transfer or dispose of,any ADSs,Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary S
303、hares,ownedeither of record or beneficially by any signatory of the lock-up agreement on the date of the prospectus orthereafter acquired;(ii)enter into any swap or other agreement that transfers,in whole or in part,any of theeconomic consequences of ownership of the ADSs,the Ordinary Shares or any
304、securities convertible into orexercisable or exchangeable for Ordinary Shares,whether any such transaction described in clauses(i)or(ii)above is to be settled by delivery of ADSs,Ordinary Shares or such other securities,in cash or otherwise,orpublicly announce an intention to do any of the foregoing
305、;and(iii)make any demand for or exercise any rightwith respect to,the registration of any ADSs,Ordinary Shares or any security convertible into or exercisable orexchangeable for Ordinary Shares.Risk factors The ADSs offered hereby involve a high degree of risk.You should read“Risk Factors,”beginning
306、 on page 21for a discussion of factors to consider before deciding to invest in the ADSs.Payment and settlement The underwriters expect to deliver the ADSs against payment therefore through the facilities of The DepositoryTrust Company on,2024.20Table of Contents RISK FACTORS An investment in the AD
307、Ss involves a high degree of risk.Before deciding whether to invest in the ADSs,you should consider carefully the risks described below,togetherwith all of the other information set forth in this prospectus,including the section titled“Managements Discussion and Analysis of Financial Condition and R
308、esults ofOperations”and our consolidated financial statements and related notes.If any of these risks actually occurs,our business,financial condition,results of operations or cashflow could be materially and adversely affected,which could cause the trading price of the ADSs to decline,resulting in
309、a loss of all or part of your investment.The risksdescribed below and discussed in other parts of this prospectus are not the only ones that we face.Additional risks not presently known to us or that we currently deemimmaterial may also affect our business.You should only consider investing in the A
310、DSs if you can bear the risk of loss of your entire investment.Risks Relating to Doing Business in China Recent joint statement by the SEC and the PCAOB proposed rule changes submitted by Nasdaq,and the Holding Foreign Companies Accountable Act all call foradditional and more stringent criteria to b
311、e applied to emerging market companies upon assessing the qualification of their auditors,especially the non-U.S.auditorswho are not inspected by the PCAOB.These developments could add uncertainties to our offering.On April 21,2020,SEC Chairman Jay Clayton and PCAOB Chairman William D.Duhnke III,alo
312、ng with other senior SEC staff,released a joint statement highlighting therisks associated with investing in companies based in or that have substantial operations in emerging markets,including China.The joint statement emphasized the risksassociated with lack of access for the PCAOB to inspect audi
313、tors and audit work papers in China and higher risks of fraud in emerging markets.On May 18,2020,Nasdaq filed three proposals with the SEC to(i)apply a minimum offering size requirement for companies primarily operating in a“Restrictive Market,”(ii)adopt a new requirement relating to the qualificati
314、on of management or the board of directors for Restrictive Market companies,and(iii)apply additional and morestringent criteria to an applicant or listed company based on the qualifications of the companys auditor.On May 20,2020,the U.S.Senate passed the Holding Foreign Companies Accountable Act req
315、uiring a foreign company to certify it is not owned or controlled by a foreigngovernment if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection.If the PCAOB is unable toinspect the companys auditors for three consecutive years,the
316、 issuers securities are prohibited to trade on a national exchange.On December 2,2020,the U.S.House ofRepresentatives approved the Holding Foreign Companies Accountable Act.On December 18,2020,the Holding Foreign Companies Accountable Act was signed into law.On March 24,2021,the SEC announced the ad
317、option of interim final amendments to implement the submission and disclosure requirements of the Holding ForeignCompanies Accountable Act.In the announcement,the SEC clarifies that before any issuer will have to comply with the interim final amendments,the SEC must implementa process for identifyin
318、g covered issuers.The announcement also states that the SEC staff is actively assessing how best to implement the other requirements of the HoldingForeign Companies Accountable Act,including the identification process and the trading prohibition requirements.On September 22,2021,the PCAOB adopted a
319、final rule implementing the Holding Foreign Companies Accountable Act,which provides a framework for the PCAOB touse when determining,as contemplated under the Holding Foreign Companies Accountable Act,whether the board of directors of a company is unable to inspect orinvestigate completely register
320、ed public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.On June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act,and on December 29,2022,the Consolidated Appropriations Actwas sig
321、ned into law by President Biden,which contained,among other things,an identical provision to Accelerating Holding Foreign Companies Accountable Act andamended the Holding Foreign Companies Accountable Act by requiring the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges
322、if its auditor isnot subject to PCAOB inspections for two consecutive years instead of three.21Table of Contents Our auditor,Onestop Assurance PAC,the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus,as an auditor ofcompanies that are t
323、raded publicly in the United States and a firm registered with the PCAOB,is subject to laws in the United States pursuant to which the PCAOB conductsregular inspections to assess its compliance with the applicable professional standards.Our auditor is headquartered in Singapore,and is currently subj
324、ect to inspection bythe PCAOB on a regular basis.On August 26,2022,the PCAOB signed SOP Agreements with the CSRC and Chinas Ministry of Finance.The SOP Agreements establisheda specific,accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in
325、 mainland China and Hong Kong,asrequired under U.S.law.On December 15,2022,the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered publicaccounting firms headquartered in mainland China and Hong Kong completely in 2022.The PCAOB vacated its previous
326、 2021 determinations that the PCAOB was unableto inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong.However,whether the PCAOB will continue to beable to satisfactorily conduct inspections of PCAOB-registered public accounting firms head
327、quartered in mainland China and Hong Kong is subject to uncertainty anddepends on a number of factors out of our,and our auditors control.The PCAOB is continuing to demand complete access in mainland China and Hong Kong movingforward.The PCAOB has indicated that it will act immediately to consider t
328、he need to issue new determinations with the Holding Foreign Companies Accountable Act,ifneeded.If the PCAOB in the future again determines that it is unable to inspect and investigate completely auditors in mainland China and Hong Kong,then the companiesaudited by those auditors would be subject to
329、 a trading prohibition on U.S.markets pursuant to the Holding Foreign Companies Accountable Act and the ConsolidatedAppropriations Act.However,the recent developments would add uncertainties to our offering and we cannot assure you whether the national securities exchange we applyto for listing or r
330、egulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditors audit procedures and qualitycontrol procedures,adequacy of personnel and training,or sufficiency of resources,geographic reach,or experience as it relates to our audit.F
331、urthermore,the AcceleratingHolding Foreign Companies Accountable Act,which requires the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor is not subjectto PCAOB inspections for two consecutive years,may result in the delisting of our Company in the future i
332、f the PCAOB is unable to inspect our accounting firm at suchfuture time.U.S.regulatory bodies may be limited in their ability to conduct investigations or inspections of the operations of our operating subsidiaries in China.The SEC,the U.S.Department of Justice and other U.S.authorities may also hav
333、e difficulties in bringing and enforcing actions against us or our directors or executiveofficers in the PRC.The SEC has stated that there are significant legal and other obstacles to obtaining information needed for investigations or litigation in China.China hasrecently adopted a revised securities law that became effective on March 1,2020,Article 177 of which provides,among other things,that no