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1、F-1 1 formf-1.htm As filed with the U.S.Securities and Exchange Commission on February 21,2025.Registration No.UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Tong Ying Group(Exact name of Registrant as specified in it

2、s charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 5160 Not Applicable(State or Other Jurisdictionof Incorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)Room 2701,Gubei SOHO,Building 1No.188 Hongbaos

3、hi RoadHongqiao Road Street,Changning DistrictShanghai,China,201103Telephone:+86 02162593828(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 10168Telephone:(212)947-7200(Name,

4、address,including zip code,and telephone number,including area code,of agent for service)Copies to:Mark Crone,Esq.Liang Shih,Esq.The Crone Law Group,P.C.420 Lexington Ave,Suite 2446New York,NY 10170Telephone:(646)861-7891 Richard Anslow,Esq.Jonathan Deblinger,Esq.Ellenoff Grossman&Schole LLP1345 Ave

5、nue of the Americas,11th FloorNew York,New York 10105Telephone:(212)370-1300 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of thisregistration statement.If any of the securities being registered on this Form are to be offered on a del

6、ayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check thefollowing box and list the Securities Act registration statement numb

7、er of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement fo

8、r the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether t

9、he Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if theRegistrant has elected not to use the extended transit

10、ion period for complying with any new or revised financial accountingstandards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial AccountingStandards Board to its Accounting Standards Codific

11、ation after April 5,2012.The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effectivedate until the Registrant shall file a further amendment which specifically states that this registration statement shallthereafter become effective in ac

12、cordance with Section 8(a)of the Securities Act of 1933,as amended,or until theregistration statement shall become effective on such date as the Commission,acting pursuant to said Section 8(a),maydetermine.The information in this preliminary prospectus is not complete and may be changed.We will not

13、sell these securities untilthe registration statement filed with the Securities and Exchange Commission is effective.This preliminary prospectus isnot an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale isnot permitted.PREL

14、IMINARY PROSPECTUSSUBJECT TO COMPLETION,DATED FEBRUARY 21,2025 Ordinary Shares TONG YING GROUP This is the initial public offering of Tong Ying Group,a Cayman Islands exempted company.We are offering on a firmcommitment basis ordinary shares,par value$0.005 per share(“Ordinary Shares”or“Shares”).We

15、anticipate the initial publicoffering price will be between$and$per share.Prior to this offering,no public market has existed for our Ordinary Shares.We have applied to list our Ordinary Shares for tradingon the Nasdaq Capital Market,or Nasdaq,under the symbol“TYZ”.We believe that upon the completio

16、n of the offeringcontemplated by this prospectus,we will meet the standards for listing on the Nasdaq Capital Market.We cannot guarantee that wewill be successful in listing our Ordinary Shares for trading on the Nasdaq Capital Market;however,we will not complete thisoffering unless we are so listed

17、.Investing in our ordinary shares involves a high degree of risk,including the risk of losing your entire investment.See“Risk Factors”beginning on page 19 to read about factors you should consider before buying our ordinary shares.We are both an“emerging growth company”and a“foreign private issuer”a

18、s defined under applicable U.S.securities laws and areeligible for reduced public company reporting requirements.Please read the disclosures beginning on page 10 and on page 11 ofthis prospectus for more information.We are a holding company incorporated in the Cayman Islands with no material operati

19、ons of our own,and we operate ourbusiness through our Operating Subsidiaries Shanghai Zhangyang Supply Chain Management Co.,Ltd(“SH Zhang Yang”)andZhejiang Xinyu Trading Co.,Ltd(“Zhejiang Xinyu”)in Mainland China.Investors in our Ordinary Shares are purchasing equityinterests in the Cayman Islands h

20、olding company,and not in the Chinese Operating Subsidiaries.Investors in our Ordinary Sharesmay never hold equity interests in the Chinese Operating Subsidiaries.Our operating structure involves unique risks to investors.The Chinese regulatory authorities could disallow our operating structure,whic

21、h would likely result in a material change in ouroperations and/or a material change in the value of our Ordinary Shares and could cause the value of our Ordinary Shares tosignificantly decline or become worthless.See“Risk Factors Risks Relating to Doing Business in China Because we operatein Mainla

22、nd China,the Chinese government may exercise significant oversight and discretion over the conduct of our subsidiariesbusiness and may intervene or influence their operations,including that of our PRC subsidiaries,at any time,which could result ina material adverse change in our business and operati

23、ons,prospects,financial condition,and results of operations,and the valueof our securities.The Chinese government may intervene or influence our subsidiaries at any time or may exert more control overofferings conducted overseas or investments in China-based issuers,which could result in material ch

24、anges in operations and/orthe value of the securities we are registering for sale.Any actions by the Chinese government to exert more oversight and controlover offerings that are conducted overseas and/or foreign investment and/or operations in China-based issuers could significantlychange our opera

25、tions,limit or completely hinder our ability to offer or continue to offer securities to investors and cause the valueof such securities to significantly decline or be worthless.Therefore,our assertions and beliefs concerning the risk imposed by thePRC legal and regulatory system cannot be certain.”

26、beginning on page 30 and“Risk Factors Risks Related to Our CorporateStructure and Operation The Chinese regulatory authorities could disallow our operating structure,which would likely result in amaterial change in our operations and/or a material change in the value of our Ordinary Shares and could

27、 cause the value of ourOrdinary Shares to significantly decline or become worthless.”beginning on page 40 of this prospectus.As used in this prospectus,terms such as“the Company,”“TY Group,”“we,”“us,”“our company,”or“our”refer to Tong YingGroup,unless the context suggests otherwise,and also includes

28、 its 100%owned direct subsidiary,Tong Ying Group Limited(“TYHK”),Zhejiang Tongzhou Trading Co.,Ltd(“WFOE”)and SH Zhang Yang and Zhejiang Xinyu.We directly hold 100%of theequity interests in TY HK which directly owns 100%of the equity interests in WFOE,which directly owns 100%of the equityinterests i

29、n SH Zhang Yang.SH Zhang Yang further directly owns 100%of the equity interests in Zhejiang Xinyu.All of our Chinaoperating activities are conducted under our China Operating Subsidiaries.We do not currently use a variable interest entity(“VIE”)structure.See“Corporate History and Structure”beginning

30、 on page 50 of this prospectus.We face various risks associated with being based in or having our operations primarily in China and the evolving laws andregulations in China,including risks related to the legal,political and economic policies of the Chinese government,the relationsbetween China and

31、the United States,or Chinese or United States regulations,which risks could result in a material change in ouroperations and/or cause the value of our Ordinary Shares to significantly decline or become worthless,and significantly limit orcompletely hinder our ability to offer or continue to offer se

32、curities to investors.Because we operate in Mainland China,theChinese government may exercise significant oversight and discretion over the conduct of our subsidiaries business and mayintervene or influence their operations,including that of our PRC subsidiaries,at any time,which could result in a m

33、aterial adversechange in our business and operations,prospects,financial condition,and results of operations,and the value of our securities.Changes in the policies,regulations,rule,and the enforcement of laws of the Chinese government,such as the recent initiation bythe PRC government of a series o

34、f regulatory actions and statements to regulate business operations in China,including crackingdown on illegal activities in the securities market,strengthened supervision on overseas listings by China-based companies using avariable interest entity structure(“VIE”),adopting new measures to extend t

35、he scope of cybersecurity reviews and data securityprotection,and expanding the efforts in anti-monopoly enforcement,may also be implemented quickly with little advance notice,and the Chinese government may intervene or influence our subsidiaries at any time or may exert more control over offeringsc

36、onducted overseas or investments in China-based issuers like us and other capital markets activities,which could result in materialchanges in operations and/or the value of the securities we are registering for sale.Any actions by the Chinese government to exertmore oversight and control over offeri

37、ngs that are conducted overseas and/or foreign investment and/or operations in China-basedissuers could significantly change our operations,limit or completely hinder our ability to offer or continue to offer securities toinvestors and cause the value of such securities to significantly decline or b

38、e worthless.Therefore,our assertions and beliefsconcerning the risk imposed by the PRC legal and regulatory system cannot be certain.As advised by our PRC legal counsel,V&T Law Firm,as of the date of this prospectus,we are currently not subject to theseregulatory actions or statements,as we have not

39、 engaged in any monopolistic behavior and our business does not control more thanone million users personal information as of the date of this prospectus,implicate cybersecurity,or involve any other type ofrestricted industry.However,we cannot affirm that PRC regulators share the same interpretation

40、.Because these statements andregulatory actions are new and subject to change,it is highly uncertain as to how quickly the legislative or administrative regulationmaking bodies in China will respond to companies,or what existing or new laws or regulations will be amended or promulgated,ifany,or the

41、potential impact such amended or new legislation will have on our daily business operations or our ability to acceptforeign investments and list on a U.S.stock exchange.According to the Overseas Listing Filing Rules,we are required to submitthe filing application to the China Securities Regulatory C

42、ommission(the“CSRC”)within three business days after our submissionof application for any overseas initial public offering and listing and complete the filing procedure before our overseas initial publicoffering and listing.Any failure by us to comply with such filing requirements or the Trial Admin

43、istrative Measures of OverseasSecurities Offering and Listing by Domestic Enterprises,or the Trial Measures,may result in an order to rectify,warnings and finesagainst us and could materially hinder our ability to offer or continue to offer our securities,cause significant disruption to ourbusiness

44、operations,and severely damage our reputation,which would materially and adversely affect our financial condition andresults of operations.Under the PRC Enterprise Income Tax law and the Regulations for the Implementation of the Law on Enterprise Income Tax,dividends,interests,rent or royalties paya

45、ble by a foreign-invested enterprise to any of its foreign non-resident enterprise investors,and proceeds from any such foreign enterprise investors disposition of assets(after deducting the net value of such assets)aresubject to a 10%withholding tax,unless the foreign enterprise investors jurisdict

46、ion of incorporation has a tax treaty with Chinathat provides for a reduced rate of withholding tax.The Cayman Islands,where our Company is incorporated,does not have such atax treaty with China.Hong Kong has a tax arrangement with China that provides for a 5%withholding tax on dividends subject toc

47、ertain conditions and requirements,such as the requirement that the Hong Kong resident enterprise own at least 25%of the PRCenterprise distributing the dividend at all times within the 12-month period immediately preceding the distribution of dividends andbe a“beneficial owner”of the dividends.TY HK

48、,which directly and indirectly owns the equity of our PRC subsidiaries inMainland China,is incorporated in Hong Kong.However,if TY HK is not considered to be the beneficial owner of dividends paidto it by the Operating Subsidiaries under the tax circulars promulgated in February and October 2009,suc

49、h dividends would besubject to withholding tax at a rate of 10%.If the Operating Subsidiaries declare and distribute profits to us,such payments will besubject to withholding tax,which will increase our tax liability and reduce the amount of cash available to our Company.Given the PRC governments au

50、thority,oversight may also extend to TY HK,our Hong Kong subsidiary,and the legal andoperational risks associated with operating in Mainland China also apply to TY HK.Hong Kong is a special administrative regionof the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Bas

51、ic Law,namely,Hong Kongsconstitutional document,which provides Hong Kong with a high degree of autonomy and executive,legislative and independentjudicial powers,including that of final adjudication under the principle of“one country,two systems”.The Basic Law is a nationallaw of the PRC and the cons

52、titutional document for Hong Kong.National laws and regulations of the PRC shall not apply to HongKong except for those listed in Annex III of the Basic Law(which is confined to laws relating to national defense,foreign affairs,and other matters that are not within the scope of autonomy of Hong Kong

53、).While the National Peoples Congress of the PRC hasthe power to amend the Basic Law,the Basic Law also expressly provides that no amendment to the Basic Law shall contravenethe established basic policies of the PRC regarding Hong Kong.As a result,national laws of the PRC not listed in Annex III of

54、theBasic Law do not apply to our Hong Kong subsidiary,TY HK.We cannot assure you that there will not be any changes in theeconomic,political and legal environment in Hong Kong.We may be subject to uncertainty about any future actions of the PRCgovernment and the legal and operational risks associate

55、d with operating in the PRC also apply to TY HK and may also apply tothe PRC operating entities operations in Hong Kong if they conduct business in Hong Kong in the future.The PRC governmentmay intervene or influence the PRC operating entities future operations in Hong Kong at any time and exert mor

56、e influence overthe manner in which the PRC operating entities must conduct their business activities.Such government actions,if and when theyoccur,could result in a material change in their future operations in Hong Kong.While Hong Kong currently operates under adifferent set of laws from Mainland

57、China,in the event that we decide to operate in Hong Kong,there can be no assurance as towhether the government of Hong Kong will enact laws and regulations similar to Mainland China,and any laws or regulations ofMainland China could be applied to TY HK and our operations in Hong Kong,which could be

58、 at any time and with no advancenotice.As of the date of this prospectus,our Hong Kong subsidiary is only a holding company with no business operations since itsincorporation in Hong Kong,and we do not expect that any regulatory actions related to data security or anti-monopoly concerns inHong Kong,

59、including the Personal Data(Privacy)Ordinance(Chapter 486 of The Laws of Hong Kong)and the CompetitionOrdinance(Chapter 619 of The Laws of Hong Kong),will impact the Companys ability to conduct its business,accept foreigninvestments,or list on a U.S.or foreign exchange,because we have never had and

60、do not plan to have any material operations inHong Kong.See“Risk Factors Risks related to Doing Business in China”beginning on page 28 of this prospectus for adiscussion of these legal and operational risks.In addition,there is uncertainty as to whether the courts of Hong Kong would(i)recognize or e

61、nforce judgments of United Statescourts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of theUnited States or any state in the United States or(ii)entertain original actions brought in Hong Kong against us or our directors oroff

62、icers predicated upon the securities laws of the United States or any state in the United States.See“Enforceability of CivilLiabilities”beginning on page 49.The Holding Foreign Companies Accountable Act,or the HFCAA,was enacted on December 18,2020,and was amended by theConsolidated Appropriations Ac

63、t,2023 enacted on December 29,2022.The amended HFCAA states that if the U.S.Securities andExchange Commission(the“SEC”)determines that we have filed audit reports issued by a registered public accounting firm thathas not been subject to inspection by the U.S.Public Company Accounting Oversight Board

64、(the“PCAOB”)for two consecutiveyears,the SEC shall prohibit our Ordinary Shares from being traded on a national securities exchange or in the over-the-countertrading market in the United States.The Consolidated Appropriations Act,2023 reduced the number of consecutive non-inspectionyears required fo

65、r triggering the prohibitions under the HFCAA from three years to two years.The PCAOB issued a DeterminationReport on December 16,2021(the“Determination Report”)which found that the PCAOB was unable to inspect or investigatecompletely registered public accounting firms headquartered in mainland Chin

66、a and Hong Kong because of a position taken by oneor more authorities in those jurisdictions.Furthermore,the Determination Report identified the specific registered publicaccounting firms which are subject to these determinations(“PCAOB Identified Firms”).Our auditor,HTL International,LLC(“HTL”),the

67、 independent registered public accounting firm that issues the audit report included elsewhere in this prospectus,as anauditor of companies that are traded publicly in the United States and,a firm registered with the PCAOB,is subject to laws in theU.S.pursuant to which the PCAOB conducts regular ins

68、pections to assess its compliance with the applicable professionalstandards.HTL is headquartered in Houston,Texas,and,as of the date of this prospectus,was not included in the list of PCAOBIdentified Firms in the Determination Report.On December 15,2022,the PCAOB issued a report that vacated its Dec

69、ember 16,2021,determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect orinvestigate completely registered public accounting firms.Each year,the PCAOB will determine whether it can inspect and investigate audit firms in mainland China and Ho

70、ng Kong,amongother jurisdictions.If the PCAOB determines in the future that it no longer has full access to inspect and investigate accountingfirms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue anaudit report on our financial state

71、ments filed with the SEC,we would be identified as a“Commission-Identified Issuer”followingthe filing of the annual report on Form 20-F for the relevant fiscal year.There can be no assurance that we would not be identifiedas a“Commission-Identified Issuer”for any future fiscal year,and if we were so

72、 identified for two consecutive years,we wouldbecome subject to the prohibition on trading under the HFCAA.The delisting of our Ordinary Shares,or the threat of their beingdelisted,may materially and adversely affect the value of your investment.These risks could result in a material adverse change

73、inour operations and the value of our Ordinary Shares,significantly limit or completely hinder our ability to offer or continue to offersecurities to investors or cause the value of such securities to significantly decline or become worthless.For more details,see“RiskFactors Risks Related to the Ord

74、inary Shares and this Offering our Ordinary Shares will be prohibited from trading in theUnited States under the Holding Foreign Companies Accountable Act,or the HFCAA,if it is later determined that the PCAOB isunable to inspect and investigate completely our auditor.The delisting of and prohibition

75、 from trading our Ordinary Shares,or thethreat of their being delisted and prohibited from trading,may cause the value of our Ordinary Shares to significantly decline or beworthless.”beginning on page 41 of this prospectus.As of the date of this prospectus,we have not maintained any cash management

76、policies that dictate the purpose,amount andprocedure of fund transfers among our Cayman Islands holding company,our subsidiaries,or investors.Rather,the funds can betransferred in accordance with the applicable laws and regulations.See“Prospectus Summary-Cash Transfers and DividendDistributions.”As

77、 of the date of this prospectus,our Cayman Islands holding company has not declared or paid dividends,madedistributions,or transferred assets to its subsidiaries or to investors in the past,nor have any dividends,distributions or assettransfers been made by any PRC subsidiary to TY HK and/or the Cay

78、man Islands holding company.For the years ended December31,2022 and 2023,there was no cash transfer among our Cayman Islands holding company,TY HK and our PRC subsidiaries.Our board of directors has complete discretion on whether to distribute dividends,subject to applicable laws.We do not have anyc

79、urrent plan to declare or pay any cash dividends on our shares or Ordinary Shares in the foreseeable future after this offering.See“Risk Factors Risks Related to the Ordinary Shares and this Offering We currently do not expect to pay dividends in theforeseeable future after this offering and you mus

80、t rely on price appreciation of our Ordinary Shares for return on your investment”beginning on page 44 of this prospectus.Under Cayman Islands law,a Cayman Islands company may pay a dividend on its sharesout of either profits,if any,or share premium amounts,provided that under no circumstances may a

81、 dividend be paid if this wouldresult in the company being unable to pay its debts as they become due in the ordinary course of business.Under our currentcorporate structure,we may rely on dividend payments from our subsidiaries to fund any cash and financing requirements we mayhave,including provid

82、ing the funds necessary to pay dividends and other cash distributions to our shareholders.We are permittedunder the laws of the Cayman Islands to provide funding to our subsidiary incorporated in Hong Kong through loans or capitalcontributions without restrictions on the amount of the funds.There ar

83、e currently no restrictions of transferring funds from oursubsidiary in Hong Kong to our Cayman Islands holding company.There are limitations on the ability to transfer cash between theCayman Islands holding company and the PRC subsidiaries.Cash transfers from the Cayman Islands holding company to t

84、he PRCsubsidiaries are subject to the applicable PRC laws and regulations on loans and direct investment.See“Prospectus Summary Cash Transfers and Dividend Distributions,”beginning on page 12 and see also“Risk Factors Risks Related to Doing Businessin China PRC regulations of loans and direct invest

85、ment by offshore holding companies to the PRC subsidiaries may delay orprevent us from using the proceeds of our offshore financing to make loans or additional capital contributions to the PRCsubsidiaries,which could materially and adversely affect our liquidity and business,”beginning on page 34 of

86、 this prospectus.Ifany of the PRC subsidiaries incur debt on its own behalf in the future,the instruments governing such debt may restrict their abilityto pay dividends to the Cayman Islands holding company.Cash transfers from the PRC subsidiaries to the Cayman Islands holdingcompany are also subjec

87、t to the current PRC regulations,which permit the PRC subsidiaries to pay dividends to their shareholdersonly out of their accumulated profits,if any,determined in accordance with PRC accounting standards and regulations.Cashtransfers from the Cayman Islands holding company to the investors are subj

88、ect to the restrictions on the remittance of Renminbiinto and out of China and governmental control of currency conversion.See“Risk Factors Risks Related to Doing Business inChina Restrictions on the remittance of Renminbi into and out of China and governmental control of currency conversion maylimi

89、t our ability to pay dividends and other obligations and affect the value of your investment,”beginning on page 35 of thisprospectus.Additionally,to the extent cash or assets in the business is in China or a PRC subsidiary,the funds or assets may not beavailable to fund operations or for other use o

90、utside of China due to interventions in or the imposition of restrictions and limitationson the ability of our Company or the PRC subsidiaries by the PRC government to transfer cash or assets.See“Prospectus Summary-Cash Transfers and Dividend Distributions,”“Risk Factors Risks Related to Doing Busin

91、ess in China We may rely ondividends and other distributions on equity paid by the Operating Subsidiaries to fund any cash and financing requirements wemay have.To the extent funds or assets in the business are in Mainland China/Hong Kong or a Mainland China/Hongkong entity,the funds or assets may n

92、ot be available to fund operations or for other use outside of the PRC due to interventions in or theimposition of restrictions and limitations on the ability of our Company or the PRC subsidiaries by the PRC government to transfercash or assets,”beginning on page 33 of this prospectus.Following the

93、 completion of this offering,our issued and outstanding share capital will be Ordinary Shares.Upon thecompletion of this offering,we will be a“controlled company”as defined under Nasdaq Marketplace Rules 5615(c),because Mr.Yin Zhang,our Chairman of the Board of Directors,will indirectly hold more th

94、an 50%of the voting power.Consequently,Mr.YinZhang will have the ability to determine all matters requiring approval by shareholders by ordinary resolutions.See“Risk Factors Risks Related to the Ordinary Shares and this Offering We are a“controlled company”within the meaning of the Nasdaqlisting sta

95、ndards and,as a result,will qualify for,and intend to rely on,exemptions from certain corporate governancerequirements.You will not have the same protections afforded to shareholders of companies that are subject to such requirements.”beginning on page 40 of this prospectus.Per Share Total Public of

96、fering price$Underwriting discounts and commissions(1)(2)$Proceeds,before expenses,to us$(1)Represents underwriting discount and commissions equal to 7.5%per share(or$per share).(2)Does not include a non-accountable expense allowance equal to 1.5%of the gross proceeds of this offering payable to the

97、representative of the underwriters.See“Underwriting”for additional information regarding underwriting compensation.We have granted the underwriters the right,within 45 days after the date of this prospectus,to purchase up to an additional Ordinary Shares from us at the public offering price,less und

98、erwriting discounts and commissions,to cover over-allotments,if any.Neither the U.S.Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a c

99、riminaloffense.The securities are not being offered in any jurisdiction where the offer is not permitted.The underwriters expect to deliver the Ordinary Shares to purchasers against payment on or about,2025.JOSEPH STONE CAPITAL,LLC The date of this prospectus is,2025.TABLE OF CONTENTS PagePROSPECTUS

100、 SUMMARY1THE OFFERING15SUMMARY CONSOLIDATED FINANCIAL DATA16RISK FACTORS19SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS46USE OF PROCEEDS46DIVIDEND POLICY47CAPITALIZATION47DILUTION48ENFORCEABILITY OF CIVIL LIABILITIES49CORPORATE HISTORY AND STRUCTURE50MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANC

101、IAL CONDITION AND RESULTS OFOPERATIONS51INDUSTRY OVERVIEW75BUSINESS87REGULATIONS94MANAGEMENT110PRINCIPAL SHAREHOLDERS116RELATED PARTY TRANSACTIONS117DESCRIPTION OF SHARE CAPITAL117SHARES ELIGIBLE FOR FUTURE SALE132TAXATION133UNDERWRITING140EXPENSES RELATING TO THIS OFFERING143LEGAL MATTERS144EXPERTS

102、144WHERE YOU CAN FIND ADDITIONAL INFORMATION144INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 i About This Prospectus You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to bedelivered or made available to you.Neither we nor the unde

103、rwriters have authorized anyone to provide you with differentinformation.The information in this prospectus is accurate only as of the date of this prospectus,regardless of the time of deliveryof this prospectus,or any free writing prospectus,as the case may be,or any sale of shares in our company.T

104、his prospectus is an offer to sell only the ordinary shares offered hereby,but only under circumstances and in jurisdictions whereit is lawful to do so.We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted orwhere the person making the offer

105、 or sale is not qualified to do so or to any person to whom it is not permitted to make such offeror sale.For the avoidance of doubt,no offer or invitation to subscribe for Ordinary Shares is made to the public in the CaymanIslands.This prospectus includes statistical and other industry and market d

106、ata that we obtained from industry publications and research,surveys and studies conducted by third parties.Industry publications and third-party research,surveys and studies generallyindicate that their information has been obtained from sources believed to be reliable,although they do not guarante

107、e the accuracyor completeness of such information.We did not commission any of such reports.While we believe these industry publications andthird-party research,surveys and studies are reliable,you are cautioned not to give undue weight to this information.All trademarks or trade names referred to i

108、n this prospectus are the property of their respective owners.Solely for convenience,thetrademarks and trade names in this prospectus are referred to without the and symbols,but such references should not beconstrued as any indicator that their respective owners will not assert,to the fullest extent

109、 under applicable law,their rights thereto.We do not intend the use or display of other companies trademarks and trade names to imply a relationship with,or endorsementor sponsorship of us by,any other companies.All references in this prospectus to“$,”“US$,”“U.S.dollars,”and“dollars”and mean U.S.dol

110、lars and all references to“RMB”mean Renminbi,unless otherwise noted.All references to“PRC,”or“China”in this prospectus refer to the Peoples Republic ofChina.All references to“Mainland China”are to the mainland of the Peoples Republic of China which excludes Taiwan and theHong Kong Special Administra

111、tive Region of China(“Hong Kong”)and Macau Special Administrative Regions of the PeoplesRepublic of China(“Macau”)for purposes of this prospectus only.Under the context of laws,regulations and rules,“China”or“the PRC”refers to only such laws,regulations and rules of Mainland China.Under the context

112、of government,governmentalauthorities,regulatory agencies,courts,jurisdictions,tax entities and enterprises,individuals and residents of“China”or“the PRC”or“Chinese”,such terms refer to only such government,governmental authorities,regulatory agencies,courts,jurisdictions,taxentities and enterprises

113、,individuals and residents of Mainland China.“PRC laws and regulations”refer to the laws and regulationsof the PRC,without reference to the laws and regulations of Hong Kong,Macau and Taiwan.Until ,2025(25 days after the date of this prospectus),all dealers that effect transactions in these securiti

114、es,whether ornot participating in this offering,may be required to deliver a prospectus.This is in addition to the dealers obligation todeliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.ii PROSPECTUS SUMMARY Investors are cautioned that y

115、ou are purchasing Ordinary Shares of Tong Ying Group,our Cayman Islands holdingcompany,in this offering instead of purchasing equity interests of our subsidiaries,Shanghai Zhangyang Supply ChainManagement Co.,Ltd and Zhejiang Xinyu Trading Co.,Ltd,that have business operations in China.This corporat

116、estructure involves unique risks.This prospectus summary highlights certain information appearing elsewhere in this prospectus.As this is a summary,it doesnot contain all of the information that you should consider in making an investment decision.You should read the entireprospectus carefully,inclu

117、ding the information under“Risk Factors,”“Managements Discussion and Analysis of FinancialCondition and Results of Operations,”and our consolidated financial statements and the related notes thereto included in thisprospectus,before investing.This prospectus includes forward-looking statements that

118、involve risks and uncertainties.See“Special Note Regarding Forward-Looking Statements.”Unless the context otherwise requires,the terms“we,”“us,”“our,”“our company”and“TY Group”used in this prospectus refer to Tong Ying Group and its consolidated subsidiaries.Corporate History and Structure We are a

119、Cayman Islands holding company and primarily conduct our operations in China through our Operating Subsidiaries,SH Zhang Yang and Zhejiang Xinyu.Our first operating subsidiary in Mainland China,SH Zhang Yang,was founded in 2021.We acquired Zhejiang Xinyu,which was founded in 2020,at the end of 2021.

120、In connection with this offering,we underwent aseries of restructuring of our corporate structure,which primarily included:On January 18,2024,we incorporated TY Group,our holding company,as an exempted company with limitedliability under the laws of the Cayman Islands.On February 20,2024,we incorpor

121、ated TY HK in Hong Kong as a wholly owned subsidiary of TY Group.On March 14,2024,we incorporated WFOE,our onshore holding company,as a wholly owned subsidiary of TY HK.On April 30,2024,WFOE acquired the entire equity interests in SH Zhang Yang.Our current corporate structure does not contain any VI

122、E structures in the PRC and neither we nor any of our subsidiaries haveany current intention of establishing any VIEs in the PRC in the future.As of the date of this prospectus,substantially all ourbusiness is conducted by our Operating Subsidiaries.Our principal executive office is located at Room

123、2701,Gubei SOHO,Building 1,No.188 Hongbaoshi Road,Hongqiao RoadStreet,Changning District,Shanghai,PRC.The telephone number of our principal executive office is+86 02162593828.Currently,we do not maintain a website.Our registered office in the Cayman Islands is located at the offices of OsirisInterna

124、tional Cayman Limited,#4-210,Governors Square,23 Lime Tree Bay Avenue,PO Box 32311,Grand Cayman KY1-1209,Cayman Islands or at such other place in the Cayman Islands as the directors may at any time decide.Our agent forservice of process in the United States is Cogency Global Inc.,located at 122 East

125、 42nd Street,18th Floor,New York,NY10168.Our current corporate structure is as follows:Note:(1)Mr.Yin Zhangs wife,Yun Shi,holds 499,000 Ordinary Shares through Pirya Holdings Limited.As a result,Mr.YinZhang beneficially owns 85.03%of the voting power of our equity interests as of the date of this pr

126、ospectus.Theregistered address of Pirya Holdings Limited is Aegis Chambers,1st Floor,Ellen Skelton Building,3076 Sir FrancisDrakes Highway,Road Town,Tortola,VG1110,British Virgin Islands.(2)“Other Investors”refers to Darshan Holdings Limited,Pirya Holdings Limited,Ophedia International Limited,andZi

127、v International Holdings Limited,each of which holds 499,000 Ordinary Shares of the Company.(3)Mr.Tang Tao beneficially owns 499,000 Ordinary Shares through Darshan Holdings Limited,a company incorporatedunder the laws of the British Virgin Islands.The registered address of Darshan Holdings Limited

128、is Aegis Chambers,1st Floor,Ellen Skelton Building,3076 Sir Francis Drakes Highway,Road Town,Tortola,VG1110,British VirginIslands.Mr.Tang has the sole voting and dispositive power of all the shares held by Darshan Holdings Limited.(4)Mr.Jiang Wei beneficially owns 499,000 Ordinary Shares through Oph

129、edia International Limited,a companyincorporated under the laws of the British Virgin Islands.The registered address of Ophedia International Limited isAegis Chambers,1st Floor,Ellen Skelton Building,3076 Sir Francis Drakes Highway,Road Town,Tortola,VG1110,British Virgin Islands.Mr.Jiang has the sol

130、e voting and dispositive power of all the shares held by OphediaInternational Limited.(5)Mr.Chenyu Wang beneficially owns 499,000 Ordinary Shares through Ziv International Holdings Limited,a companyincorporated under the laws of the British Virgin Islands.The registered address of Ziv International

131、Holdings Limitedis Aegis Chambers,1st Floor,Ellen Skelton Building,3076 Sir Francis Drakes Highway,Road Town,Tortola,VG1110,British Virgin Islands.Mr.Wang has the sole voting and dispositive power of all the shares held by ZivInternational Holdings Limited.(6)Investors in our Ordinary Shares are pur

132、chasing equity interests in the Cayman Islands holding company,and not inthe Chinese Operating Subsidiaries.Our Business Overview We,through our Operating Subsidiaries,are engaged in the trading of commodities and supply chain consulting services inMainland China.Our commodities trading business mai

133、nly involves purchasing chemical products,non-ferrous metal products,and agricultural products from upstream suppliers and selling such commodities to downstream customers.Our supply chainconsulting service business mainly refers to the professional consultation we provide to our customers on bulk t

134、rading based onour customer resources data,industry experience,and professional knowledge in bulk trading to fit the needs of our customers.Our first operating subsidiary in Mainland China,SH Zhang Yang,was founded in 2021.Shortly afterwards,we acquiredZhejiang Xinyu,which was founded in 2020,at the

135、 end of 2021.Since 2021,the Company has gradually established a stableand mature risk control system which has been accepted by upstream and downstream enterprises.Our revenue is primarilygenerated from our commodities trading business and consulting services.In the fiscal years ended December 31,20

136、22 and2023,our revenues reached approximately$438.8 million and$784.8 million,respectively,with a year-over-year growth of78.8%in 2023 compared to 2022.For the six months ended June 30,2023 and 2024,our total revenue was$324.4 million and$304.3 million,respectively.1 Commodities Trading Our commodit

137、ies trading business mainly involves purchasing ethylene glycol,pure terephthalic acid(“PTA”),rebar,corn,andother products from upstream suppliers in bulk,then selling such commodities to our downstream customers.The sales volumeand revenue of the Companys commodities trading operations have shown a

138、 stable upward trend in recent years,increasingfrom approximately 725,833.53 tons in sales volume and approximately$438.79 million in revenue in the fiscal year endedDecember 31,2022 to approximately 1,259,390.70 tons in sales volume and approximately$784.53 million in revenue in thefiscal year ende

139、d December 31,2023.The sales volume and revenue of the Companys commodities trading operations,decreased from approximately 507,830.42 tons in sales volume and approximately$324.4 million in revenue for the six monthsended June 30,2023 to approximately 443,703.41 tons in sales volume and approximate

140、ly$304.3 million in revenue for the sixmonths ended June 30,2024.We do not provide transportation and warehousing services.We engage third-party warehouses tostore the products we purchase from our suppliers.Generally,our suppliers transport the products to our designated third-partywarehouses with

141、which we have agreements,and our customers transport the products from the warehouses on their own.Weemploy our mature operational team with a customer-centric focus in collaboration with many upstream suppliers to purchaseproducts.After obtaining customer needs,the Company utilizes its strong netwo

142、rk to select optimal supply channels to meetcustomer demand for products.We provide solutions for our customers and suppliers to maximize production and optimizetheir efficiency and operating costs by using our resources to quickly match suitable suppliers to our customers in our network.We achieve

143、profitability through reasonable allocation of product supply and product demand.Moreover,the prices of thecommodities purchased and sold by us have cyclical fluctuations and patterns.Therefore,the Company follows industrycharacteristics through combining specific supply and demand changes with macr

144、oeconomic environmental changes,utilizingtiming and pricing differences to maximize profitability.All of our customers may generate a credit and performance risk.We operate principally with short-term transactions on fixedpricing terms.Our customers may be required to pay 100%of the total contract v

145、alue upon the date of order confirmation,ormay be required to pay a certain amount of advance payment of an entire payment(which is determined by mutual agreementand varies from case to case)within a stipulated period from the date of order confirmation and with the balance amountpayable upon receip

146、t of the products,or may be required to make the entire payment upon receipt of the products.We have notentered into long-term contracts with any of our customers and suppliers.Description of Our Procurement and Sale Process Customers with procurement needs or suppliers with intention to sell first

147、contact our operations team online.Afterunderstanding the needs of customers and suppliers through our operations team,we proceed with the transaction in thefollowing five steps,with a focus on risk management and control:i)Pre-examination:We conduct an internal pre-examination and background check

148、on all of our potential newcustomers and suppliers.Customers and suppliers are required to provide us with documentation such as copies of theirbusiness licenses for our internal pre-examination process.In addition,we conduct due diligence on the enterprisesqualifications and other information throu

149、gh searches of online public information.We focus on whether our customers andsuppliers have any contingencies and liabilities,such as lawsuits,and whether their legal representatives,directors,supervisors,and senior executives have any records of misconduct,legal restrictions,penalties,or other neg

150、ative public records.ii)Due diligence:For customers and suppliers who have completed our pre-examination process,we then conduct amore detailed due diligence procedure on their taxes,online banking,and engage in on-site visits and inspections.Tax duediligence includes the requirement for potential c

151、ustomers and suppliers to submit updated tax payment certificates andreviewing the customers or suppliers tax filing information.Online banking verification includes examining whether thecustomers or suppliers corporate bank is secure and confirming whether the upcoming transaction limit is sufficie

152、nt.Duringour on-site diligence process,we retain photographs of business licenses,legal representatives,and office locations.2 iii)Contract:After our due diligence process,we then enter into industry-standard sales and purchase agreements orsales agreements with our customers and suppliers,separatel

153、y.Our sales and purchase agreement applies to the following two situations:1)the customer first indicates aprocurement need to the Company;the Company conducts monthly statistical analyses on the orders it receives from thecustomers;and the Company then purchases the corresponding quantity of produc

154、ts from suppliers based on the total orderdemand to ensure that customer needs are met;or(2)when suppliers have products to sell,they may first contact the Company;the Company purchases the products from the suppliers in advance;and the Company then sells the products to matchingcustomers to complet

155、e sales based on customer needs and market conditions.iv)Transaction:The Company then carries out the transaction per the relevant contract.We typically(i)conductmonthly statistical analyses on the orders we receive from customers and then place orders with suppliers;or(ii)purchaseproducts in advanc

156、e from suppliers and sell them to matching customers to complete sales based on customer needs and marketconditions.Our customers may be required to(i)pay 100%of the total contract value upon the date of order confirmation;(ii)paya certain amount of advance payment of an entire payment(which is dete

157、rmined by mutual agreement and varies from case tocase)within a stipulated period from the date of order confirmation and with the balance amount payable upon receipt of theproducts;or(iii)make the entire payment upon receipt of the products.Our suppliers may(i)provide products to us in advance and

158、receive payment after customers make payment to us,which generally occurs between us and suppliers that have a long cooperation and relationship with us;(ii)require us to makethe entire payment after we place the orders;or(iii)require us to pay a certain amount of advance payment of an entirepayment

159、(which is determined by mutual agreement and varies from case to case)within a stipulated period from the date oforder confirmation and with the balance amount payable upon receipt of the products.Based on our relationships with our suppliers or customers,prepayment often occurs,aiming to maintain b

160、etterrelationships with such upstream and downstream partners.The payment and receipt times are adjusted according to the actualsituation,but in most cases,settlement is completed within one month without long-term outstanding accounts.We have entered into storage agreements with several third-party

161、 warehouses.We pay storage fees to the warehousesfrom the date the suppliers products are received by us and placed into storage.After the ownership of the products istransferred to the customer,the customer will continue to pay the storage fees themselves.Usually,we will provide customerswith a per

162、iod of several days of free storage.Then,the customers will arrange transportation of the products themselves fromthe warehouses.During the procurement and sales process,all products are transferred to the designated warehouse forownership transfer,and the Company does not provide transportation ser

163、vices to the customers or suppliers.v)Closing:The transaction closes upon delivery of invoices,delivery documents,bank statements,and a contractexecuted by the supplier and customer.3 Procurement and sales process:Consulting Services Our consulting services are conducted through our wholly-owned sub

164、sidiary Zhejiang Xinyu.With rich industry experienceand professional knowledge,Zhejiang Xinyu provides our customers across China with relevant market reports,biddinganalyses,market forecasts,and proposals for designated products through our online services.Our consulting services providecompanies a

165、nd investors who have entered the commodities trading industry with a more comprehensive understanding ofcommodities trading,includes providing support in managing trade risk issues.To support our core business of merchandizing commodities,we provide services(through third-party service providers)su

166、chas warehouse handling and storage services in Mainland China,and logistics services(including distribution,freightforwarding and shipping services)under our consulting services.If requested by customers,we can also arrange for ourcustomers insurance and security coverage for the commodity products

167、 that pass through our suppliers.Our Competitive Strengths We believe that we are well-positioned to achieve our strategic goals through several key business strengths,including thefollowing:Strong Relationships across the Supply Chain Our operations are supported by our network of third-party commo

168、dity product suppliers,as well as warehouse handling andstorage providers that have expertise in handling and storing commodities.Suppliers and customers would be constrained byrequired time and resources to engage each other,but through our strong supplier network,customers can quickly find suitabl

169、esuppliers for their orders.We provide customers in bulk to suppliers and obtain preferential prices,while a single customer cangenerally only receive retail prices by directly contacting suppliers.We have developed a strong network across the valuechain:from procurement of the commodity products fr

170、om various suppliers,to warehouse handling and storage of the productsthrough third-party service providers,and then distribution to our customers across China.Our access to this extensive salesand distribution network enables us to procure and distribute the ethylene glycol,PTA,rebar,corn,and other

171、 products in anefficient manner,and enjoy certain cost savings from economies of scale and efficiencies in the transportation and logistics ofthe commodity products.Accordingly,we believe we are well positioned to take advantage of the growth in the respectivemarkets in which we operate to further i

172、ncrease our sales and revenue.An Experienced and Highly Educated Management Team The Company is led by a management team with many years of experience in the commodities trading business,all of whomhave a bachelors degree or above.The Chairman of the board of directors,Mr.Yin Zhang,has over 11 years

173、 of experience inthis industry,and the CEO,Mr.Chenyu Wang,has over eight years of relevant experience.Our management team understandscustomer needs,industry trends,and transaction habits,especially in the chemical supply chain industry.We believe ourmanagements extensive experience helps to develop,

174、maintain,and retain customers for the Company.Good Industry Credit We believe that the Company has good industry credit and has not had any legal or industry business disputes.Our industry isrelatively closed and highly competitive,as it involves products with stringent requirements for timeliness a

175、nd quality,andtarget amounts are generally relatively large.Compared to other industries,the supply chain industry in China attaches greatimportance to credit,and good credit is an essential reference factor for the sustainable development of enterprises.4 Risk Management Capabilities The Company at

176、taches great importance to risk management.Risk is also a crucial consideration in our overall strategy,whichis based on bulk sourcing,and maintaining relationships with our customers and suppliers.We capture margins from the highvolumes of ethylene glycol,PTA,rebar,and corn,and other products procu

177、red and sold.We believe that our sound riskmanagement practices have contributed to our positive performance through the volatile market environment over recent yearsand helped to mitigate earnings volatility.Diversified Products with Quality Assurance The Companys product range is diversified,curre

178、ntly comprising ethylene glycol,PTA,rebar,corn,and other products.In thefuture,the Company plans to continuously expand into other categories of commodities.The Company usually cooperates withwell-known suppliers that ensure the provision of high-quality products to customers.Strong Industry Demand

179、Currently,the commodities in which the Company operates have strong demand in Mainland China,and the Company believesthat there will continue to be a growing trend in demand.Our Growth Strategies In the future,the Company plans to collect industrial resources through digital management,operations an

180、d intelligentwarehousing layout,thereby enhancing corporate value and creating a trading ecosystem with integrated circulation.Online Integrated Transaction Settlement Management Platform(Named as Chemical Raw Material Chain)(“CRMCPlatform”)We plan to establish an online platform for the supply chai

181、n of raw materials for chemical products(the“CRMC Platform”).Chinas chemical raw materials industry is in high demand,and has a large variety of products,substantial funding,numeroustransactions,and stringent requirements for transaction safety.A credible online platform that can provide industry pa

182、rticipantswith trust and secure transactions is widely recognized as a significant demand in the industry.As of the date of this prospectus,however,there is no such platform.We plan to become one of the few companies in the industry,combining our years of richexperience as an industry participant an

183、d,with the support of the international capital markets,to develop and establish aCRMC platform to aid the industry in reaching greater efficiency.CRMC Platform Operation Description:1.New customers log in to the CRMC Platform to input their requirements.The platform will ensure that the customer is

184、qualified through an online risk control process and determine the feasibility of the demand through real-time product pricing;2.The system will break down the product requirements into one to more qualified suppliers and wait for their confirmation tobe able to supply the product requirements;3.The

185、 platform will automatically generate compliant template contracts and allow both parties to sign them electronicallyupon confirmation from qualified suppliers;4.After the signing process is completed,the contract will be retained on and locked by the platform.The customer then entersthe payment pro

186、cess on the platform;a)If the customer can make a direct payment,the funds will enter the bank custody account on the platform in real-time,waiting for the supplier to provide a delivery note,invoice,and various transaction vouchers.After both parties confirmthe required documents are complete,the p

187、latform will deduct the commission fee and transfer the funds to the suppliersaccount.b)If the customer cannot make direct payment after entering the payment process,the financial institution cooperatingwith the platform will provide the customer with a loan installment limit based on their credit s

188、ituation for selection.If thecustomers credit rating cannot meet the loan installment requirements of financial institutions,the insurance institution mayprovide credit enhancement,upon which the financial institution can evaluate and provide the loan amount.After the customerconfirms signing,the fi

189、nancial institutions will continue the payment to the platform to complete the product delivery process;and 5.The CRMC Platform would be required to coordinate online information with financial institutions,insurance institutions,third-party warehousing,and the National Enterprise Credit Information

190、 Publicity System in China,among other entities.We believe the CRMC Platform would greatly improve transaction efficiency,ensure transaction security,and providecustomers and suppliers with more transaction options.As an industry participant,we plan to establish the CRMC Platform notonly to meet the

191、 needs of the entire industry but also to become a benchmark in the industry,further stabilize our profits,andcomplete an important step in future development strategies through this platform.5 Self-built Automated Intelligent Warehouse At present,upstream and downstream customers in the chemical ra

192、w materials industry rely more on the qualifications,productquality,and transaction processes set by one or two state-owned warehouses for warehousing.However,the upgrading anditeration of these warehouses are slow,and the transaction mechanism has fallen behind the development of the times.Theindus

193、try has an urgent demand for automated intelligent warehouses,but currently no enterprise has integrated and establishedsuch intelligent warehouses.The Company has planned automated warehouses as an important part of its future developmentstrategy.Building a company-owned warehouse is an important s

194、tep for our future expansion.Currently,the industry generallybelieves in the safety,storage quality,and credibility of state-owned warehouses.Combining with the Companys currentbusiness advantages,we plan to establish automated intelligent warehouses in areas where the Companys businessdevelopment i

195、s relatively heavy,combining with big data advantages and merging into a network for data synchronization.Weplan to change the paper-based and cumbersome transaction and delivery processes in the industrys existing businessprocesses and combine them with the CRMC Platform to achieve full electronic

196、processes and traceability.We expect theonline integrated transaction settlement management platform and the automated intelligent warehouse to be two closelyrelated strategic plans.The Company plans to purchase products with relatively low prices in advance and place the products inits own warehous

197、es.When customers have a demand,the Company will directly act as a supplier to provide customers withrelevant items(the“Self-operated Spot Products”)at a discounted price according to their needs.Build a Trading Team,i.e.Trading Analysis Department We plan to expand and independently establish a spo

198、t/futures chemical trading team to enter the field of chemical futurestrading.This strategy will better protect the price risk hedging of bullish securities entering the spot market to ensure the profitbottom line of bullish securities.We plan for our trading analysis department to continue to outpu

199、t industry reports and hedgefutures products for industry peers,which will correspond with our strategy for automated intelligent warehouses to protect theprices of Self-operated Spot Products.With the development of Self-operated Spot Products,the Companys is expected tofurther realize a certain pr

200、icing power in specific products.The Timeline In 2024,we plan to initiate the establishment of the CRMC Platform independently developed by the Company.Weplan to achieve centralized online management of Internet of Things(“IoT”)products for receiving,debt confirmation,certificate storage,bills,and c

201、ontracts.In 2025,we expect the Companys CRMC Platform to operate maturely,with customer acceptance or usage ratesexceeding 50%.By the end of 2025,we plan to achieve full online trading functions and preliminarily achievefinancing functions for small and medium-sized enterprises in the industry on ou

202、r platform.In the same year,we hopeto establish a futures trading team with experienced team members that have worked for well-known domestic futuresand securities companies.In 2026,we plan to build our company-owned warehouses to achieve the interconnection of the chemical supply chainand the IoT.W

203、e believe the matching trading category can be horizontally expanded to the entire chemical industry inChina.In addition,we aim to achieve a target of over 10%market share through mergers and acquisitions by the endof 2026.Summary of Risk Factors We face various legal and operational risks associate

204、d with our substantial operations in China.The PRC government has theright to regulate how a China-based company,like us,conducts its business,accepts foreign investments,or lists on a U.S.stock exchange in accordance with laws and regulations.For example,we face risks associated with regulatory app

205、rovals ofoffshore offerings,anti-monopoly regulatory actions,cybersecurity and data privacy,as well as the lack of inspection from thePCAOB.Such regulations may from time to time have an impact on our business operations.Any regulatory actionunfavorable to our operations,once taken by the PRC govern

206、ment,could cause the value of our securities to significantlydecline or in extreme cases,become worthless.The operational and legal risks associated with being based in and havingoperations in China also to the extent applicable apply to operations in Hong Kong and Macau which operate under differen

207、tsets of laws from those of Mainland China.Investing in our Ordinary Shares involves significant risks.You should carefully consider all of the information in thisprospectus and the filings incorporated by reference before making an investment in our Securities.Below please find asummary of the prin

208、cipal risks we face,organized under relevant headings.These risks are discussed more fully in the sectiontitled“Risk Factors.”6 Risks Related to our Business and Industry Our business is geographically concentrated,which subjects us to greater risks from changes in local or regionalconditions.We dep

209、end significantly on the procurement of finished products,and various factors may result in an inadequatesupply or result in an increase in our costs in order to secure sufficient products to meet our deliverable requirementsto customers.Our operations are dependent on the availability and price of

210、materials such as chemical products,non-ferrous metalproducts,and agricultural products.We are exposed to fluctuations and regulations in the supply of,or demand for,chemical products,non-ferrous metal products,and agricultural products,along with the conditions underlying suchfluctuations,which cou

211、ld adversely affect the products transaction volume and price.Any increase in the cost of orshortfall in the availability of the products could have an adverse effect on our business,financial condition,results ofoperations,cash flows and prospects.Seasonable variations could also result in fluctuat

212、ions in our results ofoperations.We are reliant on our suppliers to meet the growing demands of our customers.If we cannot manage the growth of our business or execute our strategies effectively,our business and prospects maybe materially and adversely affected.We are reliant on suppliers for our su

213、pply of chemical products,non-ferrous metal products,and agricultural products.The lack of long-term contracts at fixed prices with our suppliers may have an adverse effect on the price andavailability of our products.If we fail to maintain a good relationship with them,or find alternatives on reaso

214、nableterms,our business and financial performance may be materially and adversely affected.Our business is subject to intense competition,and we may fail to compete successfully against existing or newcompetitors,including certain matured large-scale enterprises,which may reduce demand for our servi

215、ces andchemicals we sell,reduce operating margins,and result in loss of market share,departures of qualified employees andincreased capital expenditures.Any quality issues of the commodity products offered by our suppliers or any negative publicity with respect to us,our suppliers and other partners

216、,as well as the chemical industry in general,may materially and adversely affect ourbusiness and results of operations.The improper handling or storage of commodity products,spoilage of and damage to such commodity products,orany real or perceived contamination in the commodity products,could subjec

217、t us to regulatory and legal action,damage our reputation and have an adverse effect on our business,financial condition,results of operations,cashflows and prospects.We procure commodity products from our suppliers and utilize the services of certain third-party service providers forour operations.

218、Any deficiency or interruption in their services could adversely affect our business,financial condition,results of operations,cash flows and prospects.Any failure to obtain or renew certain filings,approvals,licenses,permits and certificates required for our businessoperations may materially and ad

219、versely affect our business,financial condition and results of operations.7 Risks Related to Doing Business in China The approval,filing or other requirements of the China Securities Regulatory Commission or other PRC governmentauthorities may be required in connection with this offering under PRC l

220、aw.Any failure of fully complying with theapproval,filing or other requirements may completely hinder our ability to offer our Ordinary Shares,causesignificant disruption to our business operations,and severely damage our reputation,which would materially andadversely affect our financial condition

221、and results of operations.See“Risk Factors Risks Related to DoingBusiness in China The approval,filing or other requirements of the China Securities Regulatory Commission orother PRC government authorities may be required in connection with this offering under PRC law.Any failure offully complying w

222、ith the approval,filing or other requirements may completely hinder our ability to offer ourOrdinary Shares,cause significant disruption to our business operations,and severely damage our reputation,whichwould materially and adversely affect our financial condition and results of operations.”beginni

223、ng on page 28 of thisprospectus.Adverse changes in economic,political and social conditions of the PRC government could have a material adverseeffect on our business,financial condition and results of operations and may result in our inability to sustain ourgrowth and expansion strategies.See“Risk F

224、actors Risks Related to Doing Business in China Adverse changesin economic,political and social conditions of the PRC government could have a material adverse effect on ourbusiness,financial condition and results of operations and may result in our inability to sustain our growth andexpansion strate

225、gies.”beginning on page 29 of this prospectus.The recent policy pronouncements by the PRC government regarding business activities of U.S.-listed PRC businessesmay negatively impact our Hong Kong subsidiary.See“Risk Factors Risks Related to Doing Business in China The recent policy pronouncements by

226、 the PRC government regarding business activities of U.S.-listed PRC businessesmay negatively impact our Hong Kong subsidiary.”beginning on page 29 of this prospectus There are uncertainties regarding the interpretation and enforcement of PRC laws,rules and regulations,and changesin policies,laws,ru

227、les and regulations in the PRC could adversely affect us.Risks and uncertainties arising from thelegal system in China,including risks and uncertainties regarding the enforcement of laws and the fact that rules andregulations in China may evolve quickly with any public consultation and advanced noti

228、ce period being relativelyshort in terms of the time that we may need to fully adapt to such changes,all of which could result in a materialadverse change in our operations and the value of our Ordinary Shares.We are subject to extensive and evolving legaldevelopment,non-compliance with which,or cha

229、nges in which,may materially and adversely affect our business andprospects,and may result in a material change in our operations and/or the value of our Ordinary Shares or couldsignificantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause theva

230、lue of our securities to significantly decline or be worthless.See“Risk Factors Risks Related to Doing Businessin China There are uncertainties regarding the interpretation and enforcement of PRC laws,rules and regulations,and changes in policies,laws,rules and regulations in the PRC could adversely

231、 affect us.Risks and uncertaintiesarising from the legal system in China,including risks and uncertainties regarding the enforcement of laws and thefact that rules and regulations in China may evolve quickly with any public consultation and advanced notice periodbeing relatively short in terms of th

232、e time that we may need to fully adapt to such changes,all of which could result ina material adverse change in our operations and the value of our Ordinary Shares.We are subject to extensive andevolving legal development,non-compliance with which,or changes in which,may materially and adversely aff

233、ect ourbusiness and prospects,and may result in a material change in our operations and/or the value of our OrdinaryShares or could significantly limit or completely hinder our ability to offer or continue to offer securities to investorsand cause the value of our securities to significantly decline

234、 or be worthless.”beginning on page 29 of thisprospectus.8 Because we operate in Mainland China,the Chinese government may exercise significant oversight and discretionover the conduct of our subsidiaries business and may intervene or influence their operations,including that of ourPRC subsidiaries,

235、at any time,which could result in a material adverse change in our business and operations,prospects,financial condition,and results of operations,and the value of our securities.The Chinese government mayintervene or influence our subsidiaries at any time or may exert more control over offerings co

236、nducted overseas orinvestments in China-based issuers,which could result in material changes in operations and/or the value of thesecurities we are registering for sale.Any actions by the Chinese government to exert more oversight and control overofferings that are conducted overseas and/or foreign

237、investment and/or operations in China-based issuers couldsignificantly change our operations,limit or completely hinder our ability to offer or continue to offer securities toinvestors and cause the value of such securities to significantly decline or be worthless.Therefore,our assertions andbeliefs

238、 concerning the risk imposed by the PRC legal and regulatory system cannot be certain.See“Risk Factors Risks Related to Doing Business in China Because we operate in Mainland China,the Chinese government mayexercise significant oversight and discretion over the conduct of our subsidiaries business a

239、nd may intervene orinfluence their operations,including that of our PRC subsidiaries,at any time,which could result in a materialadverse change in our business and operations,prospects,financial condition,and results of operations,and the valueof our securities.The Chinese government may intervene o

240、r influence our subsidiaries at any time or may exert morecontrol over offerings conducted overseas or investments in China-based issuers,which could result in materialchanges in operations and/or the value of the securities we are registering for sale.Any actions by the Chinesegovernment to exert m

241、ore oversight and control over offerings that are conducted overseas and/or foreign investmentand/or operations in China-based issuers could significantly change our operations,limit or completely hinder ourability to offer or continue to offer securities to investors and cause the value of such sec

242、urities to significantly declineor be worthless.Therefore,our assertions and beliefs concerning the risk imposed by the PRC legal and regulatorysystem cannot be certain.”beginning on page 30 of this prospectus.Recent greater oversight by the CAC over data security,particularly for companies seeking

243、to list on a foreignexchange,and a variety of laws and other obligations regarding data protection to which we are subject,couldadversely impact our business and our offering.“Risk Factors Risks Related to Doing Business in China Recentgreater oversight by the CAC over data security,particularly for

244、 companies seeking to list on a foreign exchange,anda variety of laws and other obligations regarding data protection to which we are subject,could adversely impact ourbusiness and our offering.”beginning on page 31 of this prospectus.PRC regulations relating to the establishment of offshore special

245、 purpose companies by PRC residents may subject usto liability or penalties,limit our ability to inject capital into our PRC subsidiaries,limit our ability to increase theirregistered capital or distribute profits to us,or may otherwise adversely affect us.“Risk Factors Risks Related toDoing Busines

246、s in China PRC regulations relating to the establishment of offshore special purpose companies byPRC residents may subject us to liability or penalties,limit our ability to inject capital into our PRC subsidiaries,limitour ability to increase their registered capital or distribute profits to us,or m

247、ay otherwise adversely affect us.”beginning on page 32 of this prospectus.We may rely on dividends and other distributions on equity paid by the Operating Subsidiaries to fund any cash andfinancing requirements we may have.To the extent funds or assets in the business are in Mainland China/Hong Kong

248、or a Mainland China/Hong Kong entity,the funds or assets may not be available to fund operations or for other useoutside of the PRC due to interventions in or the imposition of restrictions and limitations on the ability of ourCompany or the PRC subsidiaries by the PRC government to transfer cash or

249、 assets.Hong Kong has a taxarrangement with China that provides for a 5%withholding tax on dividends subject to certain conditions andrequirements.If TY HK is not considered to be the beneficial owner of dividends paid to it by the OperatingSubsidiaries under the tax circulars promulgated in Februar

250、y and October 2009,such dividends would be subject towithholding tax at a rate of 10%.If the Operating Subsidiaries declare and distribute profits to us,such payments willbe subject to withholding tax,which will increase our tax liability and reduce the amount of cash available to ourCompany.“Risk F

251、actors Risks Related to Doing Business in China We may rely on dividends and otherdistributions on equity paid by the Operating Subsidiaries to fund any cash and financing requirements we may have.To the extent funds or assets in the business are in Mainland China/Hong Kong or a Mainland China/Hong

252、Kongentity,the funds or assets may not be available to fund operations or for other use outside of the PRC due tointerventions in or the imposition of restrictions and limitations on the ability of our Company or the PRC subsidiariesby the PRC government to transfer cash or assets.”beginning on page

253、 33 of this prospectus.You may experience difficulties in effecting service of legal process,enforcing foreign judgments or bringing actionsin Mainland China and/or Hong Kong against us or our management named in the prospectus based on foreign laws.“Risk Factors Risks Related to Doing Business in C

254、hina You may experience difficulties in effecting service oflegal process,enforcing foreign judgments or bringing actions in Mainland China and/or Hong Kong against us orour management named in the prospectus based on foreign laws.”beginning on page 37 of this prospectus.The Hong Kong legal system e

255、mbodies uncertainties which could limit the availability of legal protections.“RiskFactors Risks Related to Doing Business in China The Hong Kong legal system embodies uncertainties whichcould limit the availability of legal protections.”beginning on page 38 of this prospectus.Our Hong Kong subsidia

256、ry is subject to Hong Kong laws and regulations regarding data security,which could subjectthem to government enforcement actions and investigations,fines,penalties,and suspension or disruption of theiroperations.“Risk Factors Risks Related to Doing Business in China Our Hong Kong subsidiary is subj

257、ect toHong Kong laws and regulations regarding data security,which could subject them to government enforcementactions and investigations,fines,penalties,and suspension or disruption of their operations.”beginning on page 38 ofthis prospectus.9 Risks Related to Our Corporate Structure and Operation

258、We will incur additional costs as a result of becoming a public company,which could negatively impact our netincome and liquidity.The obligation to disclose information publicly may put us at a disadvantage to competitors that are privatecompanies.We are a“foreign private issuer,”and our disclosure

259、obligations differ from those of U.S.domestic reportingcompanies.As a result,we may not provide you the same information as U.S.domestic reporting companies or wemay provide information at different times,which may make it more difficult for you to evaluate our performance andprospects.As a foreign

260、private issuer,we are permitted to rely on exemptions from certain Nasdaq corporate governancestandards applicable to U.S.issuers,including the requirement that a majority of an issuers directors consist ofindependent directors.If we opt to rely on such exemptions in the future,such decision might a

261、fford less protection toholders of our Ordinary Shares.As a company incorporated in the Cayman Islands,we are permitted to adopt certain home country practices inrelation to corporate governance matters that differ significantly from the Nasdaq listing standards.These practicesmay afford less protec

262、tion to shareholders than they would enjoy if we complied fully with corporate governancelisting standards.We are a“controlled company”within the meaning of the Nasdaq listing standards and,as a result,will qualify for,and intend to rely on,exemptions from certain corporate governance requirements.Y

263、ou will not have the sameprotections afforded to shareholders of companies that are subject to such requirements.Cayman Islands economic substance requirements may have an effect on our business and operations.The Chinese regulatory authorities could disallow our operating structure,which would like

264、ly result in a materialchange in our operations and/or a material change in the value of our Ordinary Shares and could cause the value of ourOrdinary Shares to significantly decline or become worthless.Risks Related to the Ordinary Shares and this Offering We are an“emerging growth company,”and we c

265、annot be certain whether the reduced reporting requirementsapplicable to emerging growth companies will make our ordinary shares less attractive to investors.Our Ordinary Shares will be prohibited from trading in the United States under the Holding Foreign CompaniesAccountable Act,or the HFCAA,if it

266、 is later determined that the PCAOB is unable to inspect and investigatecompletely our auditor.The delisting of and prohibition from trading our Ordinary Shares,or the threat of their beingdelisted and prohibited from trading,may cause the value of our Ordinary Shares to significantly decline or bew

267、orthless.If we are unable to implement and maintain effective internal control over financial reporting in the future,investorsmay lose confidence in the accuracy and completeness of our financial reports and the market price of our ordinaryshares may decline.Certain recent initial public offerings

268、of companies with smaller public floats have experienced extreme stock pricerun-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance.Ifsuch volatility were to occur to us it may prove difficult for prospective investors to assess the rapidly chan

269、ging valueof our Ordinary Shares.There may not be an active,liquid trading market for our Ordinary Shares.Implications of Being an Emerging Growth Company We had less than$1.235 billion in revenue as of December 31,2023.As a result,we qualify as an“emerging growth company”as defined in the Jumpstart

270、 Our Business Startups Act of 2012(the“JOBS Act”)and may take advantage of reduced publicreporting requirements.These provisions include,but are not limited to:being permitted to present only two years of audited financial statements and only two years of related ManagementsDiscussion and Analysis o

271、f Financial Condition and Results of Operations in our filings with the SEC;not being required to comply with the auditor attestation requirements in the assessment of our internal control overfinancial reporting;reduced disclosure obligations regarding executive compensation in periodic reports,pro

272、xy statements and registrationstatements;and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholderapproval of any golden parachute payments not previously approved.We may take advantage of these provisions until the last day of our fiscal ye

273、ar following the fifth anniversary of the date of thefirst sale of our ordinary shares pursuant to this offering.However,if certain events occur before the end of such five-yearperiod,including if we become a“large accelerated filer,”if our annual gross revenues exceed$1.235 billion or if we issuemo

274、re than$1.0 billion of non-convertible debt in any three-year period,we will cease to be an emerging growth companybefore the end of such five-year period.10 Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition periodprovided in Section 7

275、(a)(2)(B)of the Securities Act of 1933,as amended(the“Securities Act”),for complying with new orrevised accounting standards.We have elected to take advantage of this extended transition period,which means that thefinancial statements included in this prospectus,as well as any financial statements t

276、hat we file in the future,will not be subjectto all new or revised accounting standards generally applicable to public companies for the transition period for so long as weremain an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period underthe J

277、OBS Act.In addition,both foreign private issuers and emerging growth companies are exempt from certain of the more extensive SECexecutive compensation disclosure rules(see“Implications of Being a Foreign Private Issuer”below).Therefore,even if weno longer qualify as an emerging growth company but re

278、main a foreign private issuer,we will continue to be exempt from suchrules and will continue to be permitted to follow our home country practice as to the disclosure of such matters.Implications of Being a Foreign Private Issuer Upon consummation of this offering,we will report under the Securities

279、Exchange Act of 1934,as amended(the“ExchangeAct”),as a non-U.S.company with“foreign private issuer”status.Even after we no longer qualify as an emerging growthcompany,so long as we qualify as a foreign private issuer under the Exchange Act,we will be exempt from certain provisionsof the Exchange Act

280、 and the rules thereunder that are applicable to U.S.domestic public companies,including:the rules under the Exchange Act that require U.S.domestic public companies to issue financial statements prepared underU.S.GAAP;the sections of the Exchange Act that regulate the solicitation of proxies,consent

281、s,or authorizations in respect of anysecurities registered under the Exchange Act;the sections of the Exchange Act that require insiders to file public reports of their share ownership and trading activitiesand that impose liability on insiders who profit from trades made in a short period of time;a

282、nd the rules under the Exchange Act that require the filing with the SEC of quarterly reports on Form 10-Q,containingunaudited financial and other specified information,and current reports on Form 8-K,upon the occurrence of specifiedsignificant events.We will file with the SEC,within four months aft

283、er the end of each fiscal year(or such other reports required by the SEC),anannual report on Form 20-F containing financial statements audited by an independent registered public accounting firm.We may take advantage of these exemptions until such time as we are no longer a foreign private issuer.We

284、 would cease to bea foreign private issuer at such time as more than 50%of our outstanding voting securities are held by U.S.residents and any ofthe following three circumstances applies:(i)the majority of our executive officers or directors are U.S.citizens or residents,(ii)more than 50%of our asse

285、ts are located in the United States or(iii)our business is administered principally in the UnitedStates.Implications of Being a Controlled Company Immediately following completion of this offering,our founding shareholder and Chairman of the board of directors,Mr.YinZhang,through Phelan Investment H

286、oldings Limited will control approximately%of the voting power of our equityinterests through the ownership of Ordinary Shares.Mr.Yin Zhangs wife,Yun Shi,through Pirya Holdings Limited,will own%of the voting power of our equity interests through the ownership of Ordinary Shares immediately following

287、 completion ofthis offering.Consequently,Mr.Yin Zhang will have the ability to determine all matters requiring approval by shareholders byordinary resolutions.Upon the closing of this offering,Mr.Zhang will continue to own a controlling interest in our Company,and we will meet the definition of a“co

288、ntrolled company”under the corporate governance standards for Nasdaq listedcompanies.As such,we will be eligible to utilize certain exemptions from the corporate governance requirements of TheNasdaq Stock Market.We are a“controlled company”within the meaning of Nasdaq Listing Rule 5615(c).As a contr

289、olledcompany,we qualify for,and our board of directors the composition of which is and will be controlled by this shareholder,mayrely upon exemptions from several of Nasdaqs corporate governance requirements,including requirements that:a majority of the board of directors consists of independent dir

290、ectors;compensation of officers be determined or recommended to the board of directors by a majority of its independentdirectors or by a compensation committee comprised solely of independent directors;and director nominees be selected or recommended to the board of directors by a majority of its in

291、dependent directors or by anominating and corporate governance committee that is composed entirely of independent directors.As long as our officers and directors,either individually or in the aggregate,own at least 50%of the voting power of ourcompany,we are a“controlled company”as defined under Nas

292、daq Marketplace Rules.Accordingly,to the extent that we may choose to rely on one or more of these exemptions,our shareholders would not beafforded the same protections generally as shareholders of other Nasdaq-listed companies for so long as these shareholders arecollectively able to control the co

293、mposition of our Board and our Board determines to rely upon one or more of suchexemptions.11 Cash Transfers and Dividend Distributions As of the date of this prospectus,our Cayman Islands holding company has not declared or paid dividends,made distributions,or transferred assets to its subsidiaries

294、 or to investors in the past,nor have any dividends,distributions or asset transfers beenmade by any subsidiary to the Cayman Islands holding company.As of the date of this prospectus,there has been no transfer,dividend or distribution made between our subsidiaries or made by our subsidiaries to inv

295、estors.Our board of directors hascomplete discretion on whether to distribute dividends,subject to applicable laws.U.S.investors will not be subject to CaymanIslands taxation on dividend distributions,and no withholding will be required on the payment of dividends or distributions tothem while they

296、may be subject to U.S.federal income tax.Our Cayman Islands holding company may be classified as a“resident enterprise”of China.This classification could result in unfavorable tax consequences to us and our non-PRCshareholders and dividends paid by us may be subject to PRC withholding tax.See“Taxati

297、onUnited States federal incometax considerationsDividends and Other Distributions on the Ordinary Shares.”We do not have any current plan to declareor pay any cash dividends on our ordinary shares in the foreseeable future after this offering.See“Risk Factors Risksrelated to the Ordinary Shares and

298、this Offering We currently do not expect to pay dividends in the foreseeable future afterthis offering and you must rely on price appreciation of our Ordinary Shares for return on your investment”beginning on page44 of this prospectus.Under Cayman Islands law,a Cayman Islands company may pay a divid

299、end on its shares out of either profits,if any,or sharepremium amounts,provided that under no circumstances may a dividend be paid if this would result in the company beingunable to pay its debts as they become due in the ordinary course of business.Under our current corporate structure,we mayrely o

300、n dividend payments from our subsidiaries to fund any cash and financing requirements we may have,includingproviding the funds necessary to pay dividends and other cash distributions to our shareholders.We are permitted under thelaws of the Cayman Islands to provide funding to our subsidiary incorpo

301、rated in Hong Kong through loans or capitalcontributions without restrictions on the amount of the funds.There are currently no restrictions of transferring funds from oursubsidiary in Hong Kong to our Cayman Islands holding company.There are limitations on the ability to transfer cash betweenthe Ca

302、yman Islands holding company and the PRC subsidiaries.Cash transfers from the Cayman Islands holding company tothe PRC subsidiaries are subject to the applicable PRC laws and regulations on loans and direct investment.See“Risk Factors Risks Related to Doing Business in China PRC regulations of loans

303、 and direct investment by offshore holding companiesto the PRC subsidiaries may delay or prevent us from using the proceeds of our offshore financing to make loans or additionalcapital contributions to the PRC subsidiaries,which could materially and adversely affect our liquidity and business”beginn

304、ing on page 34 of this prospectus.If any of the PRC subsidiaries incurs debt on their own behalf in the future,theinstruments governing such debt may restrict their ability to pay dividends to us.Cash transfers from the PRC subsidiaries tothe Cayman Islands holding company are subject to the current

305、 PRC regulations,which permit the PRC subsidiaries to paydividends to their shareholders only out of their accumulated profits,if any,determined in accordance with PRC accountingstandards and regulations.Cash transfers from the Cayman Islands holding company to the investors is subject to therestric

306、tions on the remittance of Renminbi into and out of China and governmental control of currency conversion.Additionally,to the extent cash or assets in the business is in China or a Chinese operating entity,the funds or assets may not beavailable to fund operations or for other use outside of China d

307、ue to interventions in or the imposition of restrictions andlimitations on the ability of our Company or the Operating Subsidiaries by the PRC government to transfer cash or assets.See“Risk Factors Risks Related to Doing Business in China We may rely on dividends and other distributions on equity pa

308、idby the Operating Subsidiaries to fund any cash and financing requirements we may have.To the extent funds or assets in thebusiness are in Mainland China/Hong Kong or a Mainland China/Hong Kong entity,the funds or assets may not be availableto fund operations or for other use outside of the PRC due

309、 to interventions in or the imposition of restrictions and limitationson the ability of our Company or the PRC subsidiaries by the PRC government to transfer cash or assets”beginning on page33 of this prospectus.See also“Risk Factors Risks Related to Doing Business in China Restrictions on the remit

310、tance ofRenminbi into and out of China and governmental control of currency conversion may limit our ability to pay dividends andother obligations and affect the value of your investment”beginning on page 35 of this prospectus.As of the date of thisprospectus,there has been no cash flow between our

311、Cayman Islands holding company and any of our subsidiaries.As of the date of this prospectus,we have not maintained any cash management policies that dictate the purpose,amount,andprocedure of fund transfers among our Cayman Islands holding company,our subsidiaries,or investors.Rather,the funds canb

312、e transferred in accordance with the applicable laws and regulations.Recent PRC Regulatory Developments Recently,the PRC government initiated a series of regulatory actions and statements to regulate business operations in certainareas in China with little advance notice,including cracking down on i

313、llegal activities in the securities market,enhancingsupervision over China-based companies listed overseas using a variable interest entity structure(“VIE”),adopting newmeasures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.Measures for Cybersecu

314、rity Review On December 28,2021,the CAC,and several other regulatory authorities in China jointly promulgated the Measures forCybersecurity Review,which came into effect on February 15,2022.Pursuant to the Measures for Cybersecurity Review,(i)where the relevant activity affects or may affect nationa

315、l security,a“critical information infrastructure operator,”or a CIIO,that purchases network products and services,or an internet platform operator that conducts data process activities,shall besubject to the cybersecurity review,(ii)an application for cybersecurity review shall be made by an issuer

316、who is an internetplatform operator holding personal information of more than one million users before such issuer applies to list its securities ona foreign stock exchange,and(iii)relevant governmental authorities in the PRC may initiate cybersecurity review if theydetermine an operators network pr

317、oducts or services or data processing activities affect or may affect national security.Suchreview would focus on the potential risk of core data,important data,or a large amount of personal information being stolen,leaked,destroyed,illegally used or exported out of China,or critical information inf

318、rastructure being affected,controlled ormaliciously used by foreign governments after such a listing.12 As advised by our PRC legal counsel,V&T Law Firm,as of the date of this prospectus,we are not required to declare acybersecurity review with the CAC,according to the Measures for Cybersecurity Rev

319、iew,since we are not an online platformoperator carrying out data processing activities that affect or may affect national security,and currently do not have over onemillion users personal information and do not anticipate that we will be collecting over one million users personal informationin the

320、foreseeable future,which we understand might otherwise subject us to the Measures for Cybersecurity Review.As of thedate of this prospectus,we have not received any notice,warning or sanctions from any authorities identifying us as CIIOs orrequiring us to undergo a cybersecurity review or network da

321、ta security review by the CAC.However,if the CAC or other regulatory agencies later promulgate new rules or explanations requiring that we shall obtaintheir approvals for this offering,we,our PRC subsidiaries may be unable to obtain such approvals and may face sanctions bythe CAC or other PRC regula

322、tory agencies for failure to seek their approval which could significantly limit or completelyhinder our ability to list or offer securities to our investors and the securities being offered may substantially decline in valueand be worthless.CSRC Filing Required for the Listing of Our Ordinary Share

323、s On February 17,2023,the CSRC issued the Trial Administrative Measures of Overseas Securities Offering and Listing byDomestic Enterprises,or the Trial Measures,which became effective on March 31,2023.On the same date of the issuance ofthe Trial Measures,the CSRC circulated No.1 to No.5 Supporting G

324、uidance Rules,the Notes on the Trial Measures,theNotice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and the relevant CSRCAnswers to Reporter Questions on the official website of the CSRC,together with the Trial Measures,the Overseas ListingFiling Rules.

325、Under the Overseas Listing Filing Rules,(i)domestic companies that seek to offer or list securities overseas,bothdirectly and indirectly,should fulfill the filing procedures with the CSRC;if a domestic company fails to complete the filingprocedures,such domestic company may be subject to administrat

326、ive penalties;and(ii)where a domestic company seeks toindirectly offer and list securities in an overseas market,the issuer shall designate a major domestic operating entity responsiblefor all filing procedures with the CSRC,and such filings shall be submitted to the CSRC within three business days

327、after thesubmission of the overseas offering and listing application.On February 24,2023,the CSRC,Ministry of Finance of the PRC,National Administration of State Secrets Protection andNational Archives Administration of China jointly issued the Provisions on Strengthening the Confidentiality and Arc

328、hiveManagement Work Relating to the Overseas Securities Offering and Listing,or the Confidentiality Provisions,as a supportingrule to the Trial Measures,which came into effect on March 31,2023,with the Trial Measures.The Confidentiality Provisionsrequire that,among other things,(i)a domestic company

329、 that plans to,either directly or through its overseas listed entity,publicly disclose or provide to relevant individuals or entities including securities companies,securities service providers andoverseas regulators,any documents and materials that contain state secrets or working secrets of govern

330、ment agencies,shallfirst obtain approval from competent authorities according to law,and file with the secrecy administrative department at thesame level;and(ii)domestic company that plans to,either directly or through its overseas listed entity,publicly disclose orprovide to relevant individuals an

331、d entities including securities companies,securities service providers and overseas regulators,any other documents and materials that,if leaked,will be detrimental to national security or public interest,shall strictly fulfillrelevant procedures stipulated by applicable national regulations.For more

332、 details of the Overseas Listing Filing Rules and theConfidentiality Provisions,please refer to“Regulations Regulations Relating to Overseas Listing.”According to the Overseas Listing Filing Rules,we are required to submit the filing application to the CSRC within threebusiness days after our submis

333、sion of application for any overseas initial public offering and listing and complete the filingprocedure before our overseas initial public offering and listing.As of the date of this prospectus,we submitted the requiredfiling materials to the CSRC on May 28,2024,and the CSRC provided its comments on June 3,2024.We will submit anyadditional materials as subsequently requested by and/or respond to