《「中国私密护理产品制造商」神你控股Shenni（SNI）美股IPO上市招股说明书「NASDAQ」（英文版）（240页）.pdf》由会员分享，可在线阅读，更多相关《「中国私密护理产品制造商」神你控股Shenni（SNI）美股IPO上市招股说明书「NASDAQ」（英文版）（240页）.pdf（240页珍藏版）》请在三个皮匠报告上搜索。

1、F-1 1 ea0233304-f1_shenni.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on March 14,2025.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 SHENNI HOLDINGS LIMITED神

2、你控股有限公司(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 3841 Not Applicable(State or other jurisdiction of(Primary Standard Industrial(I.R.S.Employerincorporation or organization)Classification Code Number)Identification

3、 number)Mr.Minghai ZhouBiopharmaceutical Industry ParkSouth Bridge Yongfeng CountyJian City,Jiangxi Province,China 331500Tel:+(86)0796-2218888(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th F

4、loorNew York,NY 10168Phone:(800)221-0102Fax:(800)944-6607(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Jeffrey Li,Esq.FisherBroyles,LLP1200 G Street NW,Suite 800Washington,D.C.20005(202)830-5905 Shane Wu,Esq.Ross Carmel,Esq.Sichenzia Ross Fe

5、rence Carmel LLP1185 Avenue of the Americas,31st FloorNew York,NY 10036(212)930-9700 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

6、on a delayed 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,please checkthe following box and list the Securities Act registration

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

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

9、 mark whether the 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 e

10、xtended transition 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 Accounting StandardsBoard to its Accounting St

11、andards Codification 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

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

13、ed.We may not 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 offers to buy these securities in any jurisdiction where the offer orsale is

14、 not permitted.PRELIMINARY PROSPECTUS Subject to CompletionDated March 14,2025 3,000,000 Ordinary Shares SHENNI HOLDINGS LIMITED This is the initial public offering of the ordinary shares of Shenni Holdings Limited,par value$0.00025 per share(“OrdinaryShares”).We are offering on a firm commitment ba

15、sis 3,000,000 ordinary shares.We expect the initial public offering price of theshares to be in the range of$4 to$6 per Ordinary Share.Prior to the completion of this offering,there has been no public marketfor our Ordinary Shares.We will apply to have our Ordinary Shares listed on the Nasdaq Capita

16、l Market(“NASDAQ”).We havereserved the trading symbol SNI for listing on the NASDAQ.There is no guarantee or assurance that our Ordinary Shares will beapproved for listing on NASDAQ.However,we will not complete this offering unless we are so listed.The offering is being made on a“firm commitment”bas

17、is by D.Boral Capital.See“Underwriting.”Upon the completion of this offering,we will be a“controlled company”as defined under Nasdaq Stock Market Rules 5615(c)because Mr.Minghai Zhou,the Chairman of our board of directors,will beneficially own 54.5%of the voting power of our totalissued and outstand

18、ing shares assuming the Underwriter does not exercise its over-allotment option,or 53.8%of the voting powerour total issued and outstanding shares if the Underwriter exercises its over-allotment option in full.As a“controlled company,”weare permitted to elect not to comply with certain corporate gov

19、ernance requirements.If we rely on these exemptions,you will nothave the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.We are an“emerging growth company,”as that term is used in the Jumpstart Our Business Startups Act of 2012,and wi

20、llbe subject to reduced public company reporting requirements.Investing in our Ordinary Shares is highly speculative and involves a significant degree of risk.See“Risk Factors”beginning on page 12 of this prospectus for a discussion of information that should be considered before making a decisionto

21、 purchase our Ordinary Shares.Shenni Holdings Limited is not a Chinese operating company but rather a Cayman Islands holding company without materialoperations and our business is conducted by our subsidiaries in China and this structure involves unique risks to investors.See“Risk Factors Risks Rela

22、ted to Doing Business in China Changes in Chinas economic,political or social conditions orgovernment policies could have a material adverse effect on our business and results of operations”and“Uncertainties and quickchange in the interpretation and enforcement of Chinese laws and regulations could

23、result in a material and negative impact onour business operations,decrease the value of our Ordinary Shares and limit the legal protections available to you and us.”There are legal and operational risks associated with being based in and having all our operations in China.Recently,the PRCgovernment

24、 initiated a series of regulatory actions and statements to regulate business operations in China,including crackingdown on illegal activities in the securities market,enhancing supervision over China-based companies listed overseas usingvariable interest entity structure,adopting new measures to ex

25、tend the scope of cybersecurity reviews,and expanding the efforts inanti-monopoly enforcement.On July 6,2021,the General Office of the Communist Party of China Central Committee and theGeneral Office of the State Council jointly issued an announcement to crack down on illegal activities in the secur

26、ities market andpromote the high-quality development of the capital market,which,among other things,requires the relevant governmentalauthorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,to enhance supervision over China-based companies listed overseas,and to

27、establish and improve the system of extraterritorial application of the PRC securities laws.On December 28,2021,Cybersecurity Review Measures was published by Cyberspace Administration of China or the CAC,National Development and Reform Commission,Ministry of Industry and Information Technology,Mini

28、stry of Public Security,Ministry of State Security,Ministry of Finance,Ministry of Commerce,Peoples Bank of China,State Administration of Radio andTelevision,China Securities Regulatory Commission,State Secrecy Administration and State Cryptography Administration,effective on February 15,2022,which

29、provides that,Critical Information Infrastructure Operators(“CIIOs”)that purchase internetproducts and services and Online Platform Operators engaging in data processing activities that affect or may affect nationalsecurity shall be subject to the cybersecurity review by the Cybersecurity Review Off

30、ice.On November 14,2021,CAC publishedthe Administration Measures for Cyber Data Security(Draft for Public Comments),or the“Cyber Data Security Measure(Draft)”,which requires cyberspace operators with personal information of more than 1 million users who want to list abroad to file acybersecurity rev

31、iew with the Office of Cybersecurity Review.On July 7,2022,CAC promulgated the Measures for the SecurityAssessment of Data Cross-border Transfer,effective on September 1,2022,which requires the data processors to apply for datacross-border security assessment coordinated by the CAC under the followi

32、ng circumstances:(i)any data processor transfersimportant data to overseas;(ii)any critical information infrastructure operator or data processor who processes personalinformation of over 1 million people provides personal information to overseas;(iii)any data processor who provides personalinformat

33、ion to overseas and has already provided personal information of more than 100,000 people or sensitive personalinformation of more than 10,000 people to overseas since January 1st of the previous year and;and(iv)other circumstances underwhich the data cross-border transfer security assessment is req

34、uired as prescribed by the CAC.On February 17,2023,the CSRCreleased the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises(the“NewOverseas Listing Rules”)with five interpretive guidelines,which took effect on March 31,2023.The New Overseas Listing Rules

35、require Chinese domestic enterprises to complete filings with relevant governmental authorities and report related informationunder certain circumstances,such as:a)an issuer making an application for initial public offering and listing in an overseas market;b)an issuer making an overseas securities

36、offering after having been listed on an overseas market;c)a domestic company seekingan overseas direct or indirect listing of its assets through single or multiple acquisition(s),share swap,transfer of shares or othermeans.Pursuant to the New Overseas Listing Rules,domestic companies that seek initi

37、al public offering or listing securitiesoverseas,both directly and indirectly,shall file with the CSRC within three working days after the submission of overseasoffering/listing application.Furthermore,upon the occurrence of any of the material events specified below after an issuer hascompleted its

38、 offering and listed its securities on an overseas stock exchange,the issuer shall submit a report thereof to the CSRCwithin three working days after the occurrence and public disclosure of the event:(i)change of control;(ii)investigations orsanctions imposed by overseas securities regulatory agenci

39、es or other competent authorities;(iii)change of listing status or transferof listing segment;or(iv)voluntary or mandatory delisting.The New Overseas Listing Rules stipulate the legal consequences tothe companies for breaches,including failure to fulfil filing obligations or filing documents having

40、false statement or misleadinginformation or material omissions,which may result in a fine ranging from RMB 1 million to RMB 10 million,and in cases ofsevere violations,the relevant responsible persons may also be barred from entering the securities market.On February 24,2023,the CSRC,the Ministry of

41、 Finance,the National Administration of State Secretes Protection and the National ArchivesAdministration released the Provisions on Strengthening the Confidentiality and Archives Administration Related to the OverseasSecurities Offering and Listing by Domestic Companies,or the Confidentiality and A

42、rchives Administration Provisions,whichtook effect on March 31,2023.Chinese domestic enterprises seeking to offer securities and list on overseas markets,either directlyor indirectly,shall establish and improve the system of confidentiality and archives work,and shall complete approval and filingpro

43、cedures with competent authorities,if such PRC domestic enterprises or their overseas listing entities provide or publiclydisclose documents or materials involving state secrets and work secrets of state organs to relevant securities companies,securitiesservice institutions,overseas regulatory agenc

44、ies and other entities and individuals.It further stipulates that(i)providing orpublicly disclosing documents and materials which may adversely affect national security or public interests,and accountingrecords or photocopies thereof to relevant securities companies,securities service institutions,o

45、verseas regulatory agencies andother entities and individuals shall be subject to corresponding procedures in accordance with relevant laws and regulations;and(ii)any working papers formed in the territory of the PRC by securities companies and securities service agencies that providedomestic enterp

46、rises with securities services relating to overseas securities issuance and listing shall be stored in the territory of thePRC,the outbound transfer of which shall be subject to corresponding procedures in accordance with relevant laws andregulations.As of the date of this prospectus,these new laws

47、and guidelines have not impacted the Companys ability to conduct itsbusiness,accept foreign investments,or list and trade on a U.S.or other foreign exchange except for the filing requirement withCSRC under New Overseas Listing Rules.We manufacture,sell and distribute urology medical devices and care

48、 products as wellas sell and distribute cardiovascular and cerebrovascular medical devices in China.We are not cyberspace operators with personalinformation of more than 1 million users or activities that affect or may affect national security and we dont have documents andmaterials which may advers

49、ely affect national security or public interests.However,there are uncertainties in the interpretation andenforcement of these new laws and guidelines,which could materially and adversely impact our business and financial outlook,may impact our ability to accept foreign investments,offer our securit

50、ies to investors or to list on a U.S.or other foreign exchange,and could impact our ability to conduct our business.Any change in foreign investment regulations,and other policies in China orrelated enforcement actions by China government could result in a material change in our operations and the v

51、alue of our securitiesand could significantly limit or completely hinder our ability to offer our securities to investors or cause the value of our securitiesto significantly decline or be worthless.The Holding Foreign Companies Accountable Act,or the HFCA Act,was enacted onDecember 18,2020.In accor

52、dance with the HFCA Act,trading in securities of any registrant on a national securities exchange or inthe over-the-counter trading market in the United States may be prohibited if the PCAOB determines that it cannot inspect or fullyinvestigate the registrants auditor for three consecutive years beg

53、inning in 2021,and,as a result,an exchange may determine todelist the securities of such registrant.On December 29,2022,a legislation entitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)was signed into law by President Biden,which has shortened the Holding Foreign Com

54、paniesAccountable Acts timeline for a potential trading prohibition from three years to two years,thus reducing the time period beforeour securities may be prohibited from trading or delisted if our auditor is unable to meet the PCAOB inspection requirement.TheCompanys auditor is headquartered in Si

55、ngapore and the Public Company Accounting Oversight Board(United States)(the“PCAOB”)currently has access to inspect the working papers of our auditor and our auditor is not subject to the determinationsannounced by the PCAOB on December 16,2021,which determinations were vacated on December 15,2022.T

56、he HoldingForeign Companies Accountable Act and related regulations currently does not affect the Company as the Companys auditor issubject to PCAOBs inspection and investigation.See“Risk Factors The Holding Foreign Companies Accountable Act,or theHFCA Act,and the related regulations are evolving qu

57、ickly.Further implementations and interpretations of or amendments to theHFCA Act or the related regulations,or a PCOABs determination of its lack of sufficient access to inspect our auditor,might poseregulatory risks to and impose restrictions on us because of our operations in Hong Kong and mainla

58、nd China.A potentialconsequence is that our ordinary shares may be delisted by the exchange.The delisting of our ordinary shares,or the threat of ourordinary shares being delisted,may materially and adversely affect the value of your investment.Additionally,the inability of thePCAOB to conduct full

59、inspections of our auditor deprives our investors of the benefits of such inspections.”There has been no cash or assets transfers between the holding company and its subsidiaries as of the fiscal year ended March 31,2024 and the six months ended September 30,2024.See Consolidated Financial Statement

60、s.None of our subsidiaries has madeany dividend payment or distribution to our holding company as of the date this prospectus and they have no plans to make anydistribution or dividend payment to the holding company in the near future.Neither the Company nor any of its subsidiaries hasmade any divid

61、ends or distributions to U.S.investors as of the date of this prospectus.We are a holding company incorporated as an exempted company with limited liability in the Cayman Islands.As a holdingcompany with no material operations of our own,we conduct a substantial majority of our business through our

62、operatingsubsidiaries in China.Our Ordinary Shares offered in this prospectus are shares of our Cayman Islands holding company,not theshares of our operating subsidiaries.As a holding company,we may rely on dividends and other distributions on equity paid by our PRC subsidiaries for our cash andfina

63、ncing requirements.If any of our PRC subsidiaries incurs debt on its own behalf in the future,the instruments governing suchdebt may restrict their ability to pay dividends to us.However,our subsidiaries have not made any dividends or other distributionsto our holding company or any U.S.investors as

64、 of the date of this prospectus.In the future,cash proceeds raised from overseasfinancing activities,including this offering,may be transferred by us to our PRC subsidiaries via capital contribution or shareholderloans,as the case may be.See“Selected Condensed Consolidated Financial Schedule of the

65、Company and Its Subsidiaries”beginning on page 7 of this prospectus and“Selected Consolidated Financial Statements”on page F-1 of this prospectus.Under existing PRC foreign exchange regulations,payments of current account items,such as profit distributions and trade andservice-related foreign exchan

66、ge transactions,can be made in foreign currencies without prior approval from the StateAdministration of Foreign Exchange in China(“SAFE”)by complying with certain procedural requirements.Therefore,our PRCsubsidiaries are able to pay dividends in foreign currencies to us without prior approval from

67、SAFE,subject to the condition thatthe remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulations,such as the overseas investment registrations by our shareholders or the ultimate shareholders of the Company who are PRCresidents.Approval fr

68、om or registration with appropriate government authorities is,however,required where the RMB is to beconverted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated inforeign currencies.The PRC government may also at its discretion restric

69、t access in the future to foreign currencies for currentaccount transactions.For our Hong Kong subsidiary and the holding company(“Non-PRC Entities”),there is no restrictions onforeign exchange for such entities and they are able to transfer cash among these entities,across borders and to US investo

70、rs.Also,there is no regulatory restrictions and limitations on the abilities of Non-PRC Entities to distribute earnings from their businesses,including from subsidiaries to the parent company or from the holding company to the U.S.investors.However,to the extentcash/assets in the business is in PRC/

71、Hong Kong or our PRC/Hong Kong entity,the funds/assets may not be available to fundoperations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions and limitationson the ability of us or our subsidiaries by the PRC government to transfer cash/assets.

72、Current PRC regulations permit our PRCsubsidiaries to pay dividends to the Company only out of their accumulated profits,if any,determined in accordance with Chineseaccounting standards and regulations.In addition,our subsidiaries in China are required to set aside at least 10%of its after-taxprofit

73、s each year,if any,to fund a statutory reserve until such reserve reaches 50%of their respective registered capital.Each suchentity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund,although theamount to be set aside,if any,is determi

74、ned at the discretion of its board of directors.Although the statutory reserves can be used,among other ways,to increase the registered capital and eliminate future losses in excess of retained earnings of the respectivecompanies,the reserve funds are not distributable as cash dividends except in th

75、e event of liquidation.See“Dividend Distribution”and“Risk FactorsRisks Related to Doing Business in China Governmental control of currency conversion may limit our abilityto transfer cash between us and our subsidiaries or investors including our ability to utilize our net revenues effectively and a

76、ffectthe value of your investment.”As of the date of this prospectus,we do not have cash management policies and procedures in place that dictate how funds aretransferred through our organization.Rather,the funds can be transferred in accordance with the applicable PRC laws andregulations.See“Divide

77、nd Distribution”on page 3.The terms“the Company”,“Shenni Holdings”,“we”,“us”,“our company”,and“our”refer to Shenni Holdings Limited,anexempted company incorporated under the laws of the Cayman Islands.We currently conduct substantially all of our businessthrough Shenni Sanitary and Shenni Medical De

78、vice,our indirectly wholly owned subsidiary in China.Shenni TechnologyLimited,a company incorporated under the laws of Hong Kong,is a holding company and a wholly owned subsidiary of theCompany.The securities offered in this prospectus are securities of Shenni Holdings Limited,our Cayman Islands hol

79、dingcompany and investors are purchasing an interest in Shenni Holdings,not our operating entity in China.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus.Any r

80、epresentation to the contrary is a criminaloffense.Per Share Total Public offering price$Underwriting discounts Proceeds to us,before expenses$(1)We have agreed to pay the Underwriter(as defined below)a discount equal to 7%of the public offering price.(2)We expect our total cash expense of this offe

81、ring(including cash expenses payable to our Underwriter for its out-of-pocketexpense)not to exceed$,exclusive of the discount above.In addition,we will pay to our underwriter 1%of the totaloffering amount as the Underwriters non-accountable expenses.These payments will further reduce proceeds availa

82、ble to usbefore expenses.For a detailed description of the compensation to be received by the underwriter,see“Underwriting.”We have granted the Underwriter a 45-day option to purchase up to an additional 450,000 ordinary shares at the public offeringprice,less the underwriting discounts,to cover any

83、 over-allotments.We have agreed to issue,on the closing date of this offering,the Underwriters warrants to the representative of the underwriters,by D.Boral Capital,to purchase an amount equal to 5%of theaggregate number of ordinary shares sold by us in this offering with an exercisable price equal

84、to 125%of the public offering price.For a description of other terms of the underwriters warrants and a description of the other compensation to be received by theunderwriter,see“Underwriting.”The offering is being made on a“firm commitment”basis.The Underwriter is obligated to take and pay for all

85、of the OrdinaryShares if any such Ordinary Shares are taken.We have granted D.Boral Capital,the underwriter(the“Underwriter”),an optionfor a period of 45 days after the closing of this offering to purchase up to 15%of the total number of our Ordinary Shares to beoffered by us pursuant to this offeri

86、ng(excluding Ordinary Shares subject to this option),solely for the purpose of covering over-allotments,at the public offering price less the underwriting discounts.If the Underwriter exercises this option in full,the totalunderwriting discounts payable will be$based on an assumed offering price of$

87、per Ordinary Share,and the totalgross proceeds to us,before underwriting discounts and expenses,will be$.We have agreed to issue,on the closing date ofthis offering,the underwriters warrants to the representative of the underwriters,D.Boral Capital,to purchase an amount equal to5%of the aggregate nu

88、mber of Ordinary Shares sold by us in this offering with an exercisable price equal to 125%of the publicoffering price.For a description of other terms of the underwriters warrants and a description of the other compensation to bereceived by the Underwriter,see“Underwriting.”The Underwriter expect t

89、o deliver the Ordinary Shares against payment as set forth under“Underwriting,”on or about,2025.D.BORAL CAPITAL The date of this prospectus is,2025 TABLE OF CONTENTS Page PROSPECTUS SUMMARY1RISK FACTORS12SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS42USE OF PROCEEDS43DIVIDEND POLICY44CAPITALIZAT

90、ION45DILUTION46EXCHANGE RATE INFORMATION48ENFORCEABILITY OF CIVIL LIABILITIES49CORPORATE HISTORY AND STRUCTURE51MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS52INDUSTRY OVERVIEW66BUSINESS78MANAGEMENT100PRINCIPAL SHAREHOLDERS105RELATED PARTY TRANSACTIONS106DESCRIP

91、TION OF SHARE CAPITAL108SHARES ELIGIBLE FOR FUTURE SALE113TAXATION115UNDERWRITING121EXPENSES RELATING TO THIS OFFERING126LEGAL MATTERS126EXPERTS126WHERE YOU CAN FIND ADDITIONAL INFORMATION126INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 i About this Prospectus You should rely only on the information

92、 contained in this prospectus or in any related free-writing prospectus.We have notauthorized anyone to provide you with information different from that contained in this prospectus or any free-writing prospectus.We are offering to sell,and seeking offers to buy,the Ordinary Shares only in jurisdict

93、ions where offers and sales are permitted.The information contained in this prospectus is current only as of the date of this prospectus,regardless of the time of delivery ofthis prospectus or of any sale of the Ordinary Shares.For investors outside the United States,neither we nor the Underwriter h

94、ave done anything that would permit this offering orpossession or distribution of this prospectus in any jurisdiction,other than the United States,where action for that purpose isrequired.Persons outside the United States who come into possession of this prospectus must inform themselves about,andob

95、serve any restrictions relating to,the offering of the Ordinary Shares and the distribution of this prospectus outside the UnitedStates.We were incorporated under the laws of the Cayman Islands as an exempted company with limited liability and a majority of ouroutstanding securities are owned by non

96、-U.S.residents.Under the rules of the SEC,we currently qualify for treatment as a“foreignprivate issuer.”As a foreign private issuer,we will not be required to file periodic reports and financial statements with the SEC asfrequently or as promptly as domestic registrants whose securities are registe

97、red under the Securities Exchange Act of 1934.Until and including,2025(25 days after the date of this prospectus),all dealers that effect transactions in these securities,whether or not participating in this offering,may be required to deliver a prospectus.This is in addition to the dealersobligatio

98、n to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.You should rely only on the information contained in this prospectus and any free writing prospectus we may authorize to bedelivered to you.Neither we nor the Underwriter have authorize

99、d anyone to provide you with information different from,or inaddition to,that contained in this prospectus and any related free writing prospectus.We and the Underwriter take no responsibilityfor and can provide no assurances as to the reliability of any information that others may give you.This pro

100、spectus is not an offerto sell,nor is it seeking an offer to buy,these securities in any jurisdiction where the offer or sale is not permitted.The informationcontained in this prospectus is only accurate as of the date of this prospectus,regardless of the time of delivery of this prospectusand any s

101、ale of our Ordinary Shares.Our business,financial condition,results of operations and prospects may have changed sincethat date.ii Other Pertinent Information Unless otherwise indicated or the context requires otherwise,references in this prospectus to:“China”or the“PRC”,in each case,refers to the P

102、eoples Republic of China.The term“Chinese”has a correlativemeaning for the purpose of this prospectus.When used in the case of laws and regulations of“China”or“the PRC”,itrefers to only such laws and regulations of mainland China.“EIT”is to PRC enterprise income tax;“Exchange Act”is to the Securitie

103、s and Exchange Act of 1934,as amended;“MOFCOM”is to the Ministry of Commerce of the PRC;“Ordinary Share(s)”are to our Ordinary Shares with a par value of US$0.00025 per share;“PCAOB”is to Public Company Accounting Oversight Board;“RMB”and“Renminbi”are to the legal currency of China;“SAFE”is to the S

104、tate Administration of Foreign Exchange;“Securities Act”is to the Securities Act of 1933,as amended;“Shenni Holdings,”“we,”“us,”“our company,”“the Company”and“our”are to Shenni Holdings Limited,a CaymanIslands exempted company with limited liability incorporated on March 8,2024,and its subsidiaries;

105、“Shenni HK”is to Shenni Technology Limited,a wholly owned subsidiary of the Company,incorporated under the lawsof Hong Kong on April 30,2024;“Shenni Medical Device”is to Jiangxi Shenni Medical Device Co.,Ltd,a wholly owned subsidiary of WFOEincorporated under the laws of the PRC on March 05,2021;“Sh

106、enkang Trading”is to Jian Shenkang Trading Co.,Ltd,a wholly owned subsidiary of WFOE incorporated under thelaws of the PRC on March 15,2024;“Shenni Sanitary”is to Jiangxi Shenni Sanitary Products Co.,Ltd.,a wholly owned subsidiary of WFOE incorporatedunder the laws of the PRC on August 05,2021.“U.S.

107、”is to the United States of America;“US$,”“U.S.dollars,”“$”and“dollars”are to the legal currency of the United States;“VIE”is to variable interest entity;“WFOE”or“Shenni Technology”are to Shenni Health Technology(Jiangxi)Co.,Ltd.,a wholly owned subsidiary ofShenni HK and incorporated under the laws

108、of the Peoples Republic of China on August 19,2024;“Xiangyiyuan Healthcare”is to Jiangxi Xiangyiyuan Healthcare Industry Co.,Ltd,a wholly owned subsidiary of WFOEincorporated under the laws of the PRC on January 24,2018;and“Zihong Trading”is to Jiangxi Zihong Trading Co.,Ltd,a wholly owned subsidiar

109、y of WFOE incorporated under the lawsof the PRC on November 13,2022.Unless the context indicates otherwise,all information in this prospectus assumes no exercise by the Underwriter of its over-allotment option.Our business is conducted by our subsidiaries in the PRC,using Renminbi(“RMB”),the currenc

110、y of China.Our consolidatedfinancial statements are presented in U.S.dollars.In this prospectus,we refer to assets,obligations,commitments,and liabilities inour consolidated financial statements in U.S.dollars.These dollar references are based on the exchange rate of RMB to U.S.dollars,determined as

111、 of a specific date or for a specific period.Changes in the exchange rate will affect the amount of ourobligations and the value of our assets in terms of U.S.dollars which may result in an increase or decrease in the amount of ourobligations(expressed in dollars)and the value of our assets,includin

112、g accounts receivable(expressed in dollars).iii PROSPECTUS SUMMARY This summary highlights certain information contained elsewhere in this prospectus.You should read the entire prospectuscarefully,including our financial statements and related notes and the risks described under“Risk Factors”beginni

113、ng on page12.We note that our actual results and future events may differ significantly based upon a number of factors.This prospectuscontains information from an industry report,dated January 21,2025,commissioned by us and prepared by CEVSNInformation Consulting Co.,Ltd,an independent research firm

114、,to provide information regarding our industry and our marketposition in China.We refer to this report as the“CEVSN Report.”The reader should not put undue reliance on the forward-looking statements in this document,which speak only as of the date on the cover of this prospectus.Overview We are a ho

115、lding company incorporated in the Cayman Islands.Our ordinary shares offered in this prospectus are shares of ourCayman Islands holding company.As a holding company with no material operations of our own,we conduct our businessthrough our operating subsidiaries in China.We own 100%equity interest of

116、 all our subsidiaries including the operatingsubsidiary in China and do not have a VIE structure.We,through our operating subsidiaries in China,primarily are engaged in the business of the manufacture and distribution ofurology medical devices and care products as well as sales and distribution of c

117、ardiovascular and cerebrovascular medicaldevices.Our key urology medical device products are as follows and they are classified as Class II medical devices and approved fordistribution and sale in China:1.Guide Wire:a medical device used for urological surgery and diagnosis,mainly used to guide othe

118、r instruments(suchas ureteroscopes,stent tubes,etc.)into the urinary tract.2.Catheter Sheath:a medical device used in urological surgery,mainly used to establish a catheter during endoscopicsurgery,thereby facilitating the entry of endoscopes and other instruments into the urinary tract.3.PTA Balloo

119、n Catheter:mainly used for percutaneous transluminal angioplasty of ureteral stricture,or for ureteraldilation before ureteroscopy or stone manipulation.Our key cardiovascular and cerebrovascular medical device products are as follows and they are classified as Class III medicaldevices and approved

120、for distribution and sale in China:1.Catheter Series for Cardiovascular and Cerebrovascular Intervention:a tubular device used for the delivery of liquids,gases,or other substances within the body.Depending on the specific application and design,the components of acatheter may include an outer shell

121、,inner lumen,feeding end,outlet end,guidewire,and operable parts.2.Guidewire Series for Cardiovascular and Cerebrovascular Intervention:a thin,flexible metal wire used in medicalinterventional therapy,primarily for guiding other medical devices(such as catheters,stents,etc.)into blood vessels orothe

122、r body cavities.3.Stent Series for Cardiovascular and Cerebrovascular Intervention:medical devices used to support or repair narrowedor occluded blood vessels,cavities,or other body structures within the human body.4.Embolization Series for Cardiovascular and Cerebrovascular Intervention:A category

123、of medical devices inserted intothe body or natural orifices through surgical means for therapeutic or diagnostic purposes.Our key urology care products include Shenni Oil Antimicrobial Wet Wipes,Shenni Oil Antimicrobial Spray,and Shenni OilFeminine Intimate Care Liquid are a range of products desig

124、ned for the cleaning and care of both men and womens intimatehygiene.Our customers are pharmaceutical and device distributors,pharmacies and hospitals.Distributors and pharmacies:they are large distributors who we directly cooperate with,such as pharmaceutical andmedical device distribution companie

125、s,including Huarun Jiangxi Pharmaceutical Co.,Ltd,Sinopharm Holding JiangxiMedical Device Supply Chain Co.,Ltd,Sinopharm Holding Ganzhou Medical Trade Co.,Ltd,and Sinopharm HoldingJiangxi Co.,Ltd.We also sell to the large chain pharmacies in China,such as:Hospitals:we sell to public hospitals of gra

126、de 3 or above in all provinces(autonomous regions),municipalities,anddirectly administered municipalities in China,as well as major private medical groups across the country.1 We have entered into a Medical Devices Purchase Agreement(the“Agreement”)with our largest supplier Nanchang MingnuoTechnolog

127、y Co.,Ltd.The material terms of the Agreement between Jiangxi Shenni Medical Device Co.,Ltd.,a wholly ownedsubsidiary of the Company(the“Party A”)and Nanchang Mingnuo Technology Co.Ltd.,Guangzhou Tianwen JiaoyanCosmetics Co.,Ltd.,the largest supplier of the Company(the“Party B”)include:(i)Party A wi

128、ll purchase medical devices fromParty B based upon each specific order including product name,model and specification and quantity;(ii)Party A shall pay forthe prices of the products within the timeline according to the contract;(iii)Party B shall deliver the products at the agreed timeaccording to

129、the orders;(iv)Party A shall inspect the products upon receiving them;(v)Party B shall assure that the medicaldevice products meeting the regulatory requirements of China and their quality meet the national and industry standards;(vi)ifParty A finds any quality issues of the products,it shall raise

130、them timely and can a hire third party exam and testing institute toconduct test for the parties to settle such quality issue with Party B;(vii)Party B shall be responsible for the repair,maintenanceand after sales services for its products;(viii)if Party B fails to deliver the products according to

131、 the contract,it shall pay for aliquidated damage at 2%of the price of the undelivered products;and(ix)if any part of the agreement is inconsistent with themandatory standards of the regulations in China,such mandatory standards shall apply.We derive our revenue primarily from three sources:(i)sales

132、 and distribution of cardiovascular and cerebrovascular medicaldevices,(ii)sales and distribution of urology medical devices,(iii)sales and distribution of urology care products.During thefiscal year ended March 31,2024,our revenue increased by approximately 1618.7%,to approximately$10.58 million fr

133、om$0.62 million for the fiscal year ended March 31,2023.During the six months ended September 30,2024,our revenueincreased by approximately 807.8%,to approximately$11.18 million from$1.23 million for the six months endedSeptember 30,2023.In the fiscal year ended March 31,2024,our net income amounted

134、 to approximately$1.54 million,representing an increase of approximately 1377.2%,compared to net loss of$0.12 million in the fiscal year ended March 31,2023.The significant increase in revenue and net income in the fiscal year ended March 31,2024 comparing to the fiscal yearended March 31,2023 was p

135、rimarily attributable to(i)new business of sales and distribution of cardiovascular andcerebrovascular medical devices that we developed during fiscal year 2024 and(ii)increased marketing and promotionactivities after the control measures for COVID-19 lifted in China since February 2023.We have made

136、 major adjustments ofour business strategy to sell and distribute for high-end medical device products of other manufacturers,in addition to theurology medical devices that manufactured by ourselves.Due to the long cycle,high difficulty and high investment in researchand development of our own produ

137、cts and obtaining the registration and permits for such products,we have decided to rapidlyenter the market as a distributor for certain high-quality products made by other manufacturers to quickly grow our business andincrease our revenues.This new business model has generated revenues for the new

138、products of intracranial stenting systems,intracranial support catheters,releasable spring coils,nerve guidewires,guidewires,balloon catheters,microcatheters,embolization stents,single-use intracranial thrombus aspiration catheters,and flow-directed embolization devices during fiscalyear 2024,which

139、accounted for 98%of our increased revenue.During the six months ended September 30,2024,our netincome amounted to approximately$1.87 million,representing an increase of approximately 948.5%,compared to net incomeof$0.18 million in the six months ended September 30,2023.We are committed to the resear

140、ch,development,production,and sales of high quality urology medical devices and care productas well as sales and distribution of high quality cardiovascular and cerebrovascular medical devices and other medical devices.We aim to bring smarter,efficient,and accessible and minimally invasive surgical

141、instruments to doctors and patients in China.We have a team of professionals specializing in medical device research and development,production,quality control,marketing,sales and distribution.Our operating subsidiaries are incorporated and operating in mainland China and they have received all requ

142、ired permissionsfrom Chinese authorities to operate their current business in China,which are Business license,Good Manufacturing PracticePermit,Bank Account Open Permit,Healthcare Product Permit,Medical Device Manufacture Permit and Medical DeviceDistribution Permits.2 As a manufacturer and distrib

143、utor of urology medical devices and care products as well as distributor of cardiovascular andcerebrovascular medical devices,we do not believe that we and our subsidiaries are Critical Information InfrastructureOperators(“CIIO”)or Online Platform Operators as defined in Cybersecurity Review Measure

144、s published by CyberspaceAdministration of China,National Development and Reform Commission,Ministry of Industry and Information Technology,Ministry of Public Security,Ministry of State Security,Ministry of Finance,Ministry of Commerce,Peoples Bank of China,State Administration of Radio and Televisi

145、on,China Securities Regulatory Commission,State Secrecy Administration and StateCryptography Administration on December 28,2021 and became effective on February 15,2022.As of the date of thisprospectus,we and our subsidiaries(1)are not required to obtain permissions from any PRC authorities to issue

146、 our securitiesbeing registered for sale to foreign investors other than the filing requirement with CSRC within three business days after wemake any oversea securities offering under New Overseas Listing Rules,(2)are not subject to permission requirements fromChina Securities Regulatory Commission(

147、the“CSRC”),Cyberspace Administration of China(“CAC”)or any other authoritythat is required to approve of our business operations in China other than the permits and approvals that we have obtained,and(3)have not received or were denied such permissions by any PRC authorities.Nevertheless,the General

148、 Office of the CentralCommittee of the Communist Party of China and the General Office of the State Council jointly issued the“Opinions onSeverely Cracking Down on Illegal Securities Activities According to Law,”or the Opinions,which were made available to thepublic on July 6,2021.The Opinions empha

149、sized the need to strengthen the administration over illegal securities activities,andthe need to strengthen the supervision over overseas listings by Chinese companies.On February 17,2023,the CSRC releasedthe New Overseas Listing Rules with five interpretive guidelines,which took effect on March 31

150、,2023.The New OverseasListing Rules require Chinese domestic enterprises to complete filings with relevant governmental authorities and report relatedinformation under certain circumstances,such as:a)an issuer making an application for initial public offering and listing in anoverseas market;b)an is

151、suer making an overseas securities offering after having been listed on an overseas market;c)adomestic company seeking an overseas direct or indirect listing of its assets through single or multiple acquisition(s),shareswap,transfer of shares or other means.Pursuant to the New Overseas Listing Rules

152、,domestic companies that seek initialpublic offering or listing securities overseas,both directly and indirectly,shall file with the CSRC within three working daysafter the submission of overseas offering/listing application.Furthermore,upon the occurrence of any of the material eventsspecified belo

153、w after an issuer has completed its offering and listed its securities on an overseas stock exchange,the issuer shallsubmit a report thereof to the CSRC within three working days after the occurrence and public disclosure of the event:(i)change of control;(ii)investigations or sanctions imposed by o

154、verseas securities regulatory agencies or other competentauthorities;(iii)change of listing status or transfer of listing segment;or(iv)voluntary or mandatory delisting.The NewOverseas Listing Rules stipulate the legal consequences to the companies for breaches,including failure to fulfil filingobli

155、gations or filing documents having false statement or misleading information or material omissions,which may result in afine ranging from RMB 1 million to RMB 10 million,and in cases of severe violations,the relevant responsible persons mayalso be barred from entering the securities market.We are su

156、bject to the relevant filing procedures of the CSRC in connectionwith our overseas offerings under the New Overseas Listing Rules,including the public offering pursuant to this registrationstatement.On February 24,2023,the CSRC,the Ministry of Finance,the National Administration of State Secretes Pr

157、otectionand the National Archives Administration released the Provisions on Strengthening the Confidentiality and ArchivesAdministration Related to the Overseas Securities Offering and Listing by Domestic Companies,or the Confidentiality andArchives Administration Provisions,which took effect on Mar

158、ch 31,2023.PRC domestic enterprises seeking to offer securitiesand list in overseas markets,either directly or indirectly,shall establish and improve the system of confidentiality and archiveswork,and shall complete approval and filing procedures with competent authorities,if such PRC domestic enter

159、prises or theiroverseas listing entities provide or publicly disclose documents or materials involving state secrets and work secrets of stateorgans to relevant securities companies,securities service institutions,overseas regulatory agencies and other entities andindividuals.It further stipulates t

160、hat(i)providing or publicly disclosing documents and materials which may adversely affectnational security or public interests,and accounting records or photocopies thereof to relevant securities companies,securitiesservice institutions,overseas regulatory agencies and other entities and individuals

161、 shall be subject to corresponding proceduresin accordance with relevant laws and regulations;and(ii)any working papers formed in the territory of the PRC by securitiescompanies and securities service agencies that provide domestic enterprises with securities services relating to overseassecurities

162、issuance and listing shall be stored in the territory of the PRC,the outbound transfer of which shall be subject tocorresponding procedures in accordance with relevant laws and regulations.Our operating subsidiaries manufacture and sellurology medical devices and care products as well as sell cardio

163、vascular and cerebrovascular medical devices in China and theyare not cyberspace operators with personal information of more than 1 million users or activities that affect or may affectnational security and they dont have documents and materials which may adversely affect national security or public

164、 interests.However,given the current PRC regulatory environment,it is uncertain whether we,our PRC subsidiary or VIE and itssubsidiaries,will be able to obtain such permission or be required to obtain other permission from the PRC government to liston U.S.exchanges or offer its securities overseas,a

165、nd even when such permission is obtained,whether it will be denied orrescinded.If we or our subsidiaries do not receive or maintain such permissions or approvals,inadvertently conclude that suchpermissions or approvals are not required,or applicable laws,regulations,or interpretations change and we

166、are required toobtain such permissions or approvals in the future,it could significantly limit or completely hinder our ability to offer orcontinue to offer our securities to investors,cause the value of our securities to significantly decline or become worthless andcould result in a material and ne

167、gative impact on our business operations,including fines or penalties imposed by the relevantPRC regulatory authority,revocation our subsidiaries business licenses and suspension of their respective business operations.3 Our independent registered public accounting firm that issues the audit report

168、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 inthe United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicableprofessional

169、standards.Our auditor is headquartered in Singapore,and has been inspected by the PCAOB on a regular basiswith the last inspection in December 2023 and is not subject to the determinations announced by the PCAOB on December 16,2021,which determinations were vacated on December 15,2022.The Holding Fo

170、reign Companies Accountable Act and relatedregulations currently does not affect the Company as the Companys auditor is subject to PCAOBs inspection andinvestigation.However,should PRC authorities obstruct or otherwise fail to facilitate the PCAOBs access in the future,thePCAOB Board will consider t

171、he need to issue a new determination,and we cannot assure you whether Nasdaq or regulatoryauthorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditors auditprocedures and quality control procedures,adequacy of personnel and training,or suff

172、iciency of resources,geographic reach,orexperience as it relates to our audit.If it is later determined that the PCAOB is unable to inspect or investigate completely ourauditor because of a position taken by an authority in a foreign jurisdiction or any other reasons,the lack of inspection couldcaus

173、e the trading in our securities to be prohibited under the Holding Foreign Companies Accountable Act,and as a resultNasdaq may delist our securities.If our securities are unable to be listed on another securities exchange,such a delisting wouldsubstantially impair your ability to sell or purchase ou

174、r securities when you wish to do so,and the risk and uncertaintyassociated with a potential delisting would have a negative impact on the price of our Ordinary Shares.Further,new laws andregulations or changes in laws and regulations in both the United States and China could affect our ability to li

175、st our OrdinaryShares on Nasdaq,which could materially impair the market for and market price for our securities.Dividend Distribution Our PRC operating entity receives substantially all of our revenue in RMB.Under our current corporate structure,to fund anycash and financing requirements,we may rel

176、y on dividend payments from Shenni HK and WFOE.WFOE may receive dividendpayments from our operating subsidiaries.WFOE may make distribution of such payments to Shenni HK as dividends.Under existing PRC foreign exchange regulations,payments of current account items,such as profit distributions and tr

177、ade andservice-related foreign exchange transactions,can be made in foreign currencies without prior approval from SAFE bycomplying with certain procedural requirements.Therefore,WFOE is able to pay dividends in foreign currencies to us withoutprior approval from SAFE,subject to the condition that t

178、he remittance of such dividends outside of the PRC complies withcertain procedures under PRC foreign exchange regulations,such as the overseas investment registrations by our shareholderswho are PRC residents.Approval from or registration with appropriate government authorities is,however,required w

179、here theRMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loansdenominated in foreign currencies.The PRC government may also at its discretion restrict access in the future to foreigncurrencies for current account transactions.Cur

180、rent PRC regulations permit our PRC subsidiary to pay dividends to the Company only out of its accumulated profits,if any,determined in accordance with Chinese accounting standards and regulations.In addition,our subsidiary in China is required toset aside at least 10%of its after-tax profits each y

181、ear,if any,to fund a statutory reserve until such reserve reaches 50%of itsregistered capital.Each such entity in China is also required to further set aside a portion of its after-tax profits to fund theemployee welfare fund,although the amount to be set aside,if any,is determined at the discretion

182、 of its board of directors.Although the statutory reserves can be used,among other ways,to increase the registered capital and eliminate future losses inexcess of retained earnings of the respective companies,the reserve funds are not distributable as cash dividends except in theevent of liquidation

183、.Under the existing laws of Hong Kong,funds from capital accounts can be repatriated and remittedoverseas without restrictions,and there is no foreign exchange control imposed.According to the current tax practice of theHong Kong Inland Revenue Department,dividends paid on the Ordinary Shares would

184、not be subject to any Hong Kong tax.As of the date of this prospectus,WFOE has not made any dividends or distributions to Shenni HK,Shenni HK has not madeany dividends or distribution to the holding company,and no dividends or distributions have been made by the Company to itsshareholders.We intend

185、to keep any future earnings to re-invest in and finance the expansion of our business,and we do notanticipate that any cash dividends will be paid in the foreseeable future.Under the Cayman Islands law,a Cayman Islandscompany may pay a dividend on its shares out of either profit or share premium amo

186、unt,provided that in no circumstances maya dividend be paid if this would result in the company being unable to pay its debts due in the ordinary course of business.4 Cash dividends,if any,on our Ordinary Shares will be paid in U.S.dollars.If we are considered a PRC tax resident enterprisefor tax pu

187、rposes,any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a resultmay be subject to PRC withholding tax at a rate of up to 10.0%.Pursuant to the Arrangement between the Mainland of Chinaand the Hong Kong Special Administrative Region for the Avoidance of

188、 Double Taxation and the Prevention of Fiscal TaxEvasion With Respect to Taxes On Income,or the Double Tax Avoidance Arrangement,the 10%withholding tax rate may belowered to 5%,if the recipient of the relevant dividends qualifies certain necessary requirements,including without limitationthat(a)the

189、Hong Kong project must be the beneficial owner of the relevant dividends;and(b)the Hong Kong project mustdirectly hold no less than 25%share ownership in the PRC project during the 12 consecutive months preceding its receipt of thedividends.The 5%withholding tax rate,however,does not automatically a

190、pply and in current practice,a Hong Kong projectmust obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5%lower PRC withholding tax rate.Asthe Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis,we cannot assure you that we will

191、be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholdingtax rate of 5%under the Double Taxation Arrangement with respect to any dividends paid by WFOE to its immediate holdingcompany,Shenni HK.As of the date of this prospectus,we

192、 have not applied for the tax resident certificate from the relevantHong Kong tax authority.Shenni HK intends to apply for the tax resident certificate if and when WFOE plans to declare and paydividends to Shenni HK.Our Competitive Strengths We believe the following strengths differentiate us from o

193、ur competitors and are key drivers of our success:1.Geographic Advantage:Located in Yongfeng County,Jiangxi Province,the birthplace of the Chinese revolution andknown as the hometown of Ouyang Xiu,providing a rich cultural foundation and talent resources.2.Professional Team:Equipped with a team of m

194、edical device industry experts in R&D,production,quality management,and marketing,ensuring the professionalism and market competitiveness of the products.3.Innovation-Driven:The company focuses on innovation,continuously developing new products to meet the changingmarket demands in the field of mini

195、mally invasive surgery.4.Quality Control:Implementing a strict quality management system to ensure that each product meets high standards,enhancing brand credibility and customer trust.5.Market Layout:Having established cooperative relationships with well-known domestic hospitals to establish a stab

196、lerevenue stream and develop and distribute new products to demonstrate the Companys market foresight.6.Value-Oriented:Adhering to the values of integrity,cooperation,innovation,passion,and customer-centricity,forminga strong corporate culture that promotes continuous and healthy development.Our Gro

197、wth Strategies In order to enhance our competitive position and expand our markets,we intend to pursue the following strategies and leverageour strengths to further grow our business:1.R&D Investment:Continuously increase investment in R&D to promote product innovation and technological upgradesto m

198、eet market demands.2.Market Diversification:Further expand domestic markets in China with new business and products,especially thedevelopment of new products,to achieve sales growth.We plan to develop a total of 20 new product in the next 2-3years.Currently,we are developing new products of trocars,

199、suturing devices,and staplers that are mainly applied invarious minimally invasive surgeries,including cholecystectomy(gallbladder removal),appendectomy(appendixremoval),gastrointestinal surgeries,and circumcision.In 2006 and 2007,we plan to develop new types of catheters,ligators,and foreign body f

200、orceps,which will be primarily used in pulmonary surgeries,gastrointestinal surgeries,andvascular ligation as well as microwave ablation needles,ablation electrodes,and drainage tubes,which will be mainlyused for tissue ablation and drainage/irrigation during surgeries 3.Brand Building:Strengthen br

201、and promotion and marketing to enhance brand awareness and influence.4.Talent Cultivation:Attract and cultivate high-quality talent,establish effective talent incentive and trainingmechanisms,and ensure the companys innovative vitality and sustainable development.5.Optimize Supply Chain:Improve the

202、efficiency and response speed of the supply chain through technological andmanagerial innovations,reducing costs.6.Customer Relationship Management:Strengthen communication and services with customers to improve customersatisfaction and loyalty.5 Corporate History and Structure Shenni Holdings Limit

203、ed is a holding company incorporated in the Cayman Islands on March 8,2024.Shenni Holdingsestablished its directly wholly owned subsidiary Shenni Technology Limited,a Hong Kong company,on April 30,2024.ShenniHK established a wholly foreign-owned subsidiary Shenni Technology in China,on August 19,202

204、4.Shenni Technology hasthe following Chinese subsidiaries:Shenni Sanitary,Shenni Medical Device,Zihong Trading,Xiangyiyuan Healthcare andShenkang Trading.In anticipation of this offering,we completed a reorganization of the Company in August 2024.The Ordinary Shares offered in this offering are shar

205、es of the Cayman Islands holding company.As a holding company with nomaterial operations of our own,we conduct all of our operations through our subsidiaries based in China.Since Shenni Holdings and its subsidiaries are effectively controlled by the same controlling shareholders before and after the

206、reorganization,they are considered under common control.The above-mentioned reorganization accounted for as arecapitalization.The consolidation of the Company and its subsidiaries has been accounted for at historical cost and prepared onthe basis as if the aforementioned transactions had become effe

207、ctive as of the beginning of the first period presented in theaccompanying consolidated financial statements.Upon the reorganization,the Company has subsidiaries in countries and jurisdictions including PRC and Hong Kong.Details ofthe subsidiaries of the Company are set out below:Subsidiaries Date o

208、fIncorporation JurisdictionofFormation Percentage ofdirect/indirectEconomicOwnership PrincipalActivitiesShenni Sanitary August 05,2021 Jiangxi,China 100%Sales and Distribution of Sanitary ProductsShenni Medical Device March 05,2021 Jiangxi,China 100%Manufacture and Sale of Medical DevicesZihong Trad

209、ing November 13,2022 Jiangxi,China 100%Trading of Stationery,Office Supplies,andSanitary ProductsXiangyiyuan Healthcare January 24,2018 Jiangxi,China 100%Sales of Food,Beverage,Health Food,Consumer Products,Cosmetics,Pharmaceutical products and Medical DevicesShenkang Trading March 15,2024 Jiangxi,C

210、hina 100%Trading of Sanatory and Healthcare ProductsShenni HK April 30,2024 Hong Kong 100%Holding CompanyShenni Technology/WFOE August 19,2024 Jiangxi,China 100%Holding Company The following diagram illustrates our corporate structure,including our subsidiaries and consolidated affiliated entities,a

211、s of thedate of this prospectus and immediately upon the completion of this offering,assuming no exercise of the over-allotment byUnderwriter:6 As a result of our corporate structure,Shenni Holdings ability to pay dividends may depend upon dividends paid by oursubsidiaries.If our existing subsidiari

212、es or any newly formed ones incur debt on their own behalf in the future,the instrumentsgoverning their debt may restrict their ability to pay dividends to us.Implications of Being a“Foreign Private Issuer”We are a foreign private issuer within the meaning of the rules under the Exchange Act.As such

213、,we are exempt from certainprovisions applicable to United States domestic public companies.For example:we are not required to provide as many Exchange Act reports,or as frequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our home country requirements

214、,which are less rigorousthan the rules that apply to domestic public companies;we are not required to provide the same level of disclosure on certain issues,such as executive compensation;we are exempt from provisions of Regulation FD(Fair Disclosure)aimed at preventing issuers from making selective

215、disclosures of material information;we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents orauthorizations in respect of a security registered under the Exchange Act;and our insiders are not required to comply with Section 16 of the Excha

216、nge Act requiring such individuals and entities tofile public reports of their share ownership and trading activities and establishing insider liability for profits realizedfrom any“short-swing”trading transaction.Implications of Being an“Emerging Growth Company”We are an“emerging growth company,”as

217、 defined in the Jumpstart Our Business Startups Act(the“JOBS Act”),and we areeligible to take advantage of certain exemptions from various reporting and financial disclosure requirements that are applicableto other public companies that are not emerging growth companies,including but not limited to(

218、1)presenting only two years ofaudited financial statements and only two years of related managements discussion and analysis of financial condition andresults of operations in this prospectus,(2)not being required to comply with the auditor attestation requirements of Section 404of the Sarbanes-Oxle

219、y Act of 2002(the“Sarbanes-Oxley Act”),(3)reduced disclosure obligations regarding executivecompensation in our periodic reports and proxy statements,and(4)exemptions from the requirements of holding a non-bindingadvisory vote on executive compensation and shareholder approval of any golden parachut

220、e payments not previously approved.We intend to take advantage of these exemptions.As a result,investors may find investing in our Ordinary Shares less attractive.In addition,Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extendedtransition period

221、 provided in Section 7(a)(2)(B)of the Securities Act of 1933,as amended(the“Securities Act”),for complyingwith new or revised accounting standards.As a result,an emerging growth company can delay the adoption of certainaccounting standards until those standards would otherwise apply to private compa

222、nies.We intend to take advantage of suchextended transition period.We could remain an emerging growth company for up to five years,or until the earliest of(1)the last day of the first fiscal yearin which our annual gross revenues exceed$1.235 billion,(2)the date that we become a“large accelerated fi

223、ler”as defined inRule 12b-2 under the Exchange Act,which would occur if the market value of our Ordinary Shares that is held by non-affiliatesexceeds$700 million as of the last business day of our most recently completed second fiscal quarter and we have been publiclyreporting for at least 12 months

224、,or(3)the date on which we have issued more than$1 billion in non-convertible debt during thepreceding three-year period.Implications of Being a“Controlled Company”Under the Nasdaq rules,a“controlled company”is a company with more than 50%of its voting power held by a single person,entity or group.P

225、ublic Companies that qualify as a“Controlled Company”with securities listed on the Nasdaq Stock Market(Nasdaq),must comply with the exchanges continued listing standards to maintain their listings.Nasdaq has adopted qualitativelisting standards.Companies that do not comply with these corporate gover

226、nance requirements may lose their listing status.Under Nasdaq rules,a controlled company is exempt from certain corporate governance requirements including:the requirement that a majority of the board of directors consist of independent directors;the requirement that a listed company have a nominati

227、ng and governance committee that is composed entirely ofindependent directors with a written charter addressing the committees purpose and responsibilities;the requirement that a listed company have a compensation committee that is composed entirely of independent directorswith a written charter add

228、ressing the committees purpose and responsibilities;and the requirement for an annual performance evaluation of the nominating and governance committee and compensationcommittee.7 Controlled companies must still comply with the exchanges other corporate governance standards.These include having anau

229、dit committee and the special meetings of independent or non-management directors.Upon the completion of this offering,Mr.Minghai Zhou,the Chairman of our board of directors,will beneficially own 54.5%of the voting power for election of directors assuming the Underwriter does not exercise its over-a

230、llotment option,or 53.8%ofthe voting power for election of directors if the Underwriter exercises its over-allotment option in full.As a result,uponcompletion of this offering,we will be a“controlled company”as defined under the Nasdaq Stock Market Rules.As a“controlled company,”we will be permitted

231、 to elect not to comply with certain corporate governance requirements.See“RiskFactorsRisks related to our Ordinary Shares and this offering We will be a“controlled company”as defined under theNasdaq Stock Market Rules.As a result,we may rely on exemptions from certain corporate governance requireme

232、nts andholders of our Ordinary Shares may not have the same protections generally available to shareholders of other companieslisted on stock exchanges in the United States.”Selected Condensed Consolidated Financial Schedule of the Company and Its Subsidiaries You should read the following summary f

233、inancial data together with our financial statements and the related notes appearing atthe end of this prospectus,“Selected Consolidated Financial Data,”“Capitalization”and“Managements Discussion andAnalysis of Financial Condition and Results of Operations.”We have derived the audited financial data

234、 for the fiscal yearsended March 31,2023 and 2024 from our audited financial statements included in this prospectus.We also have derived theunaudited financial data for the six months ended September 30,2023 and 2024 from our unaudited financial statementsincluded in this prospectus.Results of Opera

235、tions Data:For the years endedMarch 31,2024 2023 US$US$Revenues 10,577,562 615,448 Net income(loss)1,537,717 (120,401)Basic and diluted earnings per share 0.051 (0.004)Weighted average number of Ordinary Shares issued and outstanding 30,000,000 30,000,000 For the six months endedSeptember 30,2024 20

236、23 US$US$Revenues 11,175,922 1,231,154 Net income 1,865,313 177,900 Basic and diluted earnings per share 0.062 0.006 Weighted average number of Ordinary Shares issued and outstanding 30,000,000 30,000,000 Balance Sheet Data:As ofSeptember 30,As of March 31,2024 2024 2023 US$US$US$Cash and restricted

237、 cash 984,964 130,575 89,963 Working capital 3,073,092 1,342,551 (136,982)Total assets 11,097,428 9,763,565 5,670,998 Total liabilities 6,948,004 7,592,488 5,075,762 Total shareholders equity 4,149,424 2,171,077 595,236 Corporate Information Our principal executive offices are located at Biopharmace

238、utical Industry Park,South Bridge Yongfeng,Jian City,JiangxiProvince,China.Our telephone number at this address is+86-0796-2218888.Our registered office in the Cayman Islands islocated at Harneys Fiduciary(Cayman)Limited,4th Floor,Harbour Place,103 South Church Street,P.O.Box 10240,GrandCayman KY1-1

239、002,Cayman Islands.Our agent for service of process in the United States is Cogency Global Inc.located at122 East 42nd Street,18th Floor,New York,NY 10168.Investors should contact us for any inquiries through the address andtelephone number of our principal executive offices.Summary of Risk Factors

240、We are a holding company incorporated in the Cayman Islands,investing in our Ordinary Shares involves significant risks.Allof our revenues were generated by our PRC operating subsidiary.You should carefully consider all of the information in thisprospectus before making an investment in our Ordinary

241、 Shares.We are subject to a number of risks,including risks that mayprevent us from achieving our business objectives or may adversely affect our business,financial condition,results ofoperations,cash flows and prospects.8 Risks Related to Our Business The Company is subject to risks related to publ

242、ic health crises such as the global pandemic associated with thecoronavirus(COVID-19).(see page 11 of this prospectus)We have a substantial customer concentration,with a limited number of customers accounting for a large portion of ourrevenues.(see page 12 of this prospectus)We depend on developing

243、new products and improving existing products and processes to grow our business andconsequently,we are subject to risks associated with rapid market changes.(see page 12 of this prospectus)We may be subject to product liability claims,and we do not have insurance coverage to cover these claims.(see

244、page12 of this prospectus)Uncertain economic or social conditions may adversely impact demand for our products or cause our customers andother business partners to suffer financial hardship,which could adversely impact our business.(see page 11 of thisprospectus)A significant change in customer rela

245、tionships or in customer demand for our products could have a significant impacton our business(see page 12 of this prospectus)If the reputation of the Company or one or more of our brands erodes significantly,it could have a material impact onour financial results.(see page 13 of this prospectus)We

246、 may not be able to prevent others from unauthorized use of our intellectual property,which could harm our businessand competitive position.(see page 18 of this prospectus)We may be subject to intellectual property infringement claims,which may be expensive to defend and may disrupt ourbusiness and

247、operations.(see page 19 of this prospectus)Risks Relating to Doing Business in China Changes in Chinas economic,political or social conditions or government policies could have a material adverse effecton our business and results of operations.(see page 21 of this prospectus)We may rely on dividends

248、 and other distributions on equity paid by our PRC subsidiary to fund any cash and financingrequirements we may have.Any limitation on the ability of our PRC subsidiary to pay dividends to us could have amaterial adverse effect on our ability to conduct our business.(see page 24 of this prospectus)P

249、RC regulation of loans to,and direct investment in,PRC entities by offshore holding companies and governmentalcontrol of currency conversion may restrict or prevent us from using the proceeds of this offering to make loans to ourPRC subsidiaries or to make additional capital contributions to our PRC

250、 subsidiaries,which may materially andadversely affect our liquidity and our ability to fund and expand our business.(see page 24 of this prospectus)9 Uncertainties and quick change in the PRC legal system could result in a material and negative impact our businessoperations,decrease the value of ou

251、r Ordinary Shares and limit the legal protections available to you and us.(see page23 of this prospectus)There are significant regulatory,liquidity,and enforcement risks for being based in or having the majority of ouroperations in China.The Chinese government exerts substantial influence over the m

252、anner in which we must conductour business or the offerings conducted overseas and/or foreign investment in China-based issuers,and may interveneor influence our operations at any time,which could result in a material change in our operations,significantly limit orcompletely hinder our ability to of

253、fer or continue to offer securities to investors and,and cause the value of ourOrdinary Shares to significantly decline or be worthless.(see page 26 of this prospectus)Because we are a Cayman Islands corporation and all of our business is conducted in the PRC,you may be unable tobring an action agai

254、nst us or our officers and directors or to enforce any judgment you may obtain.It may also bedifficult for you or overseas regulators to conduct investigations or collect evidence within China.(see page 26 of thisprospectus)The Holding Foreign Companies Accountable Act,or the HFCA Act,and the relate

255、d regulations are evolving quickly.Further implementations and interpretations of or amendments to the HFCA Act or the related regulations,or aPCOABs determination of its lack of sufficient access to inspect our auditor,might pose regulatory risks to and imposerestrictions on us because of our opera

256、tions in mainland China.A potential consequence is that our ordinary shares maybe delisted by the exchange.The delisting of our ordinary shares,or the threat of our ordinary shares being delisted,may materially and adversely affect the value of your investment.Additionally,the inability of the PCAOB

257、 to conductfull inspections of our auditor deprives our investors of the benefits of such inspections.(see page 27 of this prospectus)The filing with the China Securities Regulatory Commission(“CSRC”)is required in connection with this publicoffering,any other future offerings and certain events of

258、the Company under New Overseas Listing Rules,and wecannot assure you that we will be able to timely make such filing,in which case we may face sanctions by the CSRC orother PRC regulatory agencies for failure to timely file with the CSRC.(see page 29 of this prospectus)Regulatory bodies of the Unite

259、d States may be limited in their ability to conduct investigations or inspections of ouroperations in China.(see page 32 of this prospectus)Risks Related to Our Ordinary Shares and This Offering There has been no public market for our shares prior to this offering,and if an active trading market doe

260、s not developyou may not be able to resell our shares at or above the price you paid,or at all.(see page 34 of this prospectus)We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.(see page35 of this prospectus)We are not likely to pay cash divi

261、dends in the foreseeable future.(see page 35 of this prospectus)These risks are discussed more fully in the section titled“Risk Factors”beginning on page 12 of this prospectus,and otherinformation included in this prospectus,for a discussion of these and other risks and uncertainties that we face.10

262、 The Offering Below is a summary of the terms of the offering:Issuer Shenni Holdings Limited Securities being offered:3,000,000 Ordinary Shares.Initial offering price:We currently estimate that the initial public offering price will be between$4.00 and$6.00 per Ordinary Share.Number of Ordinary Shar

263、esoutstanding before the offering:30,000,000 of our Ordinary Shares are outstanding as of the date of this prospectus.Over-allotment option We have granted the Underwriter an option for a period of 45 days to purchase up to anaggregate of 450,000 additional Ordinary Shares.Number of Ordinary SharesO

264、utstanding After the Offering 1:33,000,000 Ordinary Shares assuming no exercise of the Underwriters over-allotmentoption.33,450,000 Ordinary Shares assuming full exercise of the Underwriters over-allotmentoption.Gross proceeds to us,net ofunderwriting discounts but beforeexpenses1:Between$11,160,000

265、 and$16,740,000,based on an offering price between$4.00 and$6.00 per share.Use of proceeds:We intend to use the net proceeds of this offering:(1)40%for development of newproduct line;(2)30%for expansion and Construction of the production facility;(3)20%for marketing and promotion;and(4)10%for workin

266、g capital and generalcorporate matters,see“Use of Proceeds”on page 43.Lock-up All of our directors and officers and certain shareholders have agreed with theUnderwriter,subject to certain exceptions,not to sell,transfer or dispose of,directly orindirectly,any of our Ordinary Shares or securities con

267、vertible into or exercisable orexchangeable for our Ordinary Shares for a period 180 days after the effectiveness ofthe registration statement,of which this prospectus forms a part.See“Shares Eligiblefor Future Sale”and“Underwriting”for more information.Transfer Agent Proposed Nasdaq Symbol:SNI Risk

268、 factors:Investing in our Ordinary Shares involves a high degree of risk.As an investor,youshould be able to bear a complete loss of your investment.You should carefullyconsider the information set forth in the“Risk Factors”section beginning on page 12.1Excludes Ordinary Shares pursuant to the Under

269、writers over-allotment option.11 RISK FACTORS An investment in our Ordinary Shares involves significant risks.You should carefully consider all of the information in thisprospectus,including the risks and uncertainties described below,before making an investment in our Ordinary Shares.Any of thefoll

270、owing risks could have a material adverse effect on our business,financial condition and results of operations.In any suchcase,the market price of our Ordinary Shares could decline,and you may lose all or part of your investment.Risks Related to Our Business The Company is subject to risks related t

271、o public health crises such as the global pandemic associated with the coronavirus(COVID-19).The Company is impacted by public health crises such as the global pandemic associated with COVID-19.The outbreak hassignificantly increased economic and demand uncertainty.The COVID-19 pandemic has created

272、unique global and industry-widechallenges,including challenges to many aspects of our business.In the first half of 2020,the COVID-19 pandemic resulted inquarantines,travel restrictions,the temporary closure of business venues and facilities in China,and the adoption of remoteworking,with some of th

273、ese restrictive measures still sporadically in effect today.The Company primarily conducts its businessoperations in the PRC.In response to the evolving dynamics related to the COVID-19 outbreak,the Company has followed theguidelines of local government authorities as it prioritizes the health and s

274、afety of its employees,suppliers,customers and businesspartners.During the heights of the COVID-19 pandemic,our office and manufacturing facility were temporarily closed for aboutthree weeks in early 2020.The ability of our suppliers,vendors and other partners in our supply chain to timely deliver p

275、roducts was also adversely affected,and may continue to be adversely affected,by the COVID-19 pandemic for similar reasons.The COVID-19 pandemic may impactthe manufacturing and sourcing of products and materials in China,as it may result in potential factory closures,inability to obtainraw materials

276、,supply chain disruptions and disruption of transportation of goods produced in China.The COVID-19 pandemic hasdisrupted supply chain,which has increased our freight costs and delayed our product delivery.Starting in July 2020,our businesshas recovered as individuals and entities resumed their busin

277、ess activities which were delayed or postponed due to the COVID-19outbreak.However,travel restrictions,quarantine requirements and/or temporary closure of office buildings and facilities havebeen imposed by local governments due to the outbreak of Omicron variant in Hunan province and many other cit

278、ies in China,including Shenzhen,Xian,Shanghai,Nanchang and Taiyuan in 2022.In early December 2022,Chinese government eased thestrict control measure for COVID-19,which has led to surge in increased infections and disruption in our business operations inDecember 2022 and January 2023.Any future impac

279、t of COVID-19 on our operation results will depend on,to a large extent,future developments and new information that may emerge regarding the duration and resurgence of COVID-19 variants and theactions taken by government authorities to contain COVID-19 or treat its impact,almost all of which are be

280、yond our control.Dueto the significant uncertainties surrounding any further outbreak or resurgence of COVID-19 and actions that might be taken bygovernmental authorities,the extent of the future business disruption and the related financial impacts on our business cannot bereasonably estimated at t

281、his time.Uncertain economic or social conditions may adversely impact demand for our products or cause our customers and otherbusiness partners to suffer financial hardship,which could adversely impact our business.Our business could be negatively impacted by reduced demand for our products related

282、to one or more significant local,regional ornational economic or social disruptions.These disruptions have included and may in the future include:a slow-down,recession orinflationary pressures in the general economy;reduced market growth rates;tighter credit markets for our suppliers,vendors orcusto

283、mers;a significant shift in government policies;significant social unrest;the deterioration of economic relations betweencountries or regions,including potential negative consumer sentiment toward non-local products or sources;or the inability toconduct day-to-day transactions through our financial

284、intermediaries to pay funds to or collect funds from our customers,vendorsand suppliers.Additionally,these and other economic conditions may cause our suppliers,distributors,contractors or other third-party partners to suffer financial or operational difficulties that they cannot overcome,resulting

285、in their inability to provide us withthe materials and services we need,in which case our business and results of operations could be adversely affected.Customers may also suffer financial hardships due to economic conditions such that their accounts become uncollectible or aresubject to longer coll

286、ection cycles.In addition,if we are unable to generate sufficient sales,income and cash flow,it could affectthe Companys ability to achieve expected share repurchase and dividend payments.12 We have a substantial customer concentration,with a limited number of customers accounting for a large portio

287、n of ourrevenues.We derive a large portion of our revenues from a few major customers.For the year ended on March 31,2024,our largest customeraccounted for approximately 32%of the Companys total revenue.For the year ended on March 31,2023,our largest customeraccounted for approximately 8%of the Comp

288、anys total revenue.For the six months ended on September 30,2024,our largestcustomer accounted for approximately 24%of the Companys total revenue.For the six months ended on September 30,2023,ourlargest customer accounted for approximately 32%of the Companys total revenue.There are inherent risks wh

289、enever a largepercentage of the total revenue is concentrated with one customer.It is not possible for us to predict the future level of demand forour products that will be generated by such customer or the future demand for our products by such customer.If such customerexperiences declining or dela

290、yed demands due to market,economic or competitive conditions,we could be pressured to reduce ourprices or they could decrease the purchase quantity of our products,which could have an adverse effect on our margins andfinancial position,and could negatively affect our revenues and results of operatio

291、ns.If our largest customer terminates thepurchase of our products,such termination would materially negatively affect our revenues,results of operations and financialcondition.We depend on developing new products and improving existing products and processes to grow our business and consequently,we

292、are subject to risks associated with rapid market changes.Our growth depends,in part,on our ability to successfully introduce new products and product line extensions and improve andreposition our existing products to meet the requirements of customers.This,in turn,depends on our ability to predict

293、and respondto evolving trends,demands and preferences of our customers.We primarily are in the business of urology care products andmedical devices.The success of introducing new products depends on customer preferences,which differ across and within each ofthe markets where we operate or plan to op

294、erate and may shift over time in response to changes in demographics,social trends,economic circumstances,and marketing efforts of our competitors.The development and introduction of new products and productline extensions also involve considerable costs.In addition,it may be difficult to establish

295、new supplier relationships and determineappropriate product selections when developing a new product or product line extension.Any new product or product lineextension may not generate sufficient customer interest and sales to become a profitable product or to cover the costs of itsdevelopment and p

296、romotion and may negatively affect our operating results and damage our reputation.If we are not able toanticipate,identify or develop and market products to respond to the changes in the requirements and preferences of customers,orif our new product introductions or repositioned products fail to ga

297、in customer acceptance,we may not grow our business asanticipated,our sales may decline and our business,financial condition and results of operations may be materially adverselyaffected.We may be subject to product liability claims,and we do not have insurance coverage to cover these claims.We manu

298、facture urology medical devices and care products.Any defect of our products for their intended purposes,failure to useour products properly or the malfunction of our products could result in damages.In such cases,we may be subject to productliability claims arising from the design,manufacture or sa

299、le of our products.If these claims are decided against us,and we arefound to be liable,we may be required to pay substantial damages.In addition,we do not currently maintain any product liabilityinsurance for the products offered by us.As a result,any material product liability claim or litigation c

300、ould have a material andadverse effect on our business,financial condition and results of operations.Even unsuccessful claims could result in theexpenditure of funds and managerial efforts in defending them and could have a negative impact on our reputation.We rely on a limited number of vendors,and

301、 the loss of one of our significant vendors could harm our business,and the loss ofany one of such vendors could have a material adverse effect on our business.We purchase all the cardiovascular and cerebrovascular medical device products that we sell from third party manufacturers.Wepurchase a sign

302、ificant portion of our raw materials from a few major suppliers.For the year ended March 31,2024,our largestsupplier accounted for approximately 85%of our total purchases.For the year ended March 31,2023,top three major suppliersaccounted for approximately 16%,16%,and 15%of our total purchases,respe

303、ctively.For the six months ended September 30,2024,our largest supplier accounted for approximately 72%of our total purchases.For the six months ended September 30,2023,our largest supplier accounted for approximately 72%of our total purchases,respectively.If any of these suppliers increase theprice

304、 for raw materials,we could be pressured to increase our product prices or reduce our profit margin,which could cause us tolose customers and negatively affect our revenues and profit margin.A significant change in customer relationships or in customer demand for our products could have a significan

305、t impact on ourbusiness.We sell most of our products distributors,pharmacies,and hospitals.Our success depends on our ability to successfully managerelationships with our customers,which includes our ability to offer trade terms that are mutually acceptable and are aligned withour pricing and profit

306、ability targets.Continued concentration among our distributor and hospital customers could create significantcost and margin pressure on our business,and our business performance could suffer if we cannot reach agreement with a keycustomer on trade terms and principles.Our business could also be neg

307、atively impacted if a key customer were to significantlyreduce the inventory level of or shelf space allocated to our products as a result of increased offerings of other brandedmanufacturers,private label brands and generic non-branded products or for other reasons,significantly tighten product del

308、iverywindows or experience a significant business disruption.13 If the reputation of the Company or one or more of our brands erodes significantly,it could have a material impact on ourfinancial results.The Companys reputation,and the reputation of our brands,form the foundation of our relationships

309、 with key stakeholders andother constituencies,including consumers,customers and suppliers.The quality and safety of our products are critical to ourbusiness.Many of our brands have nationwide recognition and our financial success directly depends on the success of our brands.The success of our bran

310、ds can suffer if our marketing plans or product initiatives do not have the desired impact on a brands imageor its ability to attract consumers.Our results of operations or cash flows could also be negatively impacted if the Company or oneof our brands suffers substantial harm to its reputation due

311、to a significant product recall,product-related litigation,defects orimpurities in our products,product misuse,changing consumer perceptions of certain ingredients,negative perceptions ofpackaging(such as plastic and other petroleum-based materials),lack of recyclability or other environmental impac

312、ts,concernsabout actual or alleged labor or equality and inclusion practices,privacy lapses or data breaches,allegations of product tamperingor the distribution and sale of counterfeit products.Additionally,negative or inaccurate postings or comments on social media ornetworking websites about the C

313、ompany or one of its brands could generate adverse publicity that could damage the reputation ofour brands or the Company.If we are unable to effectively manage real or perceived issues,including concerns about safety,quality,ingredients,efficacy,environmental or social impacts or similar matters,se

314、ntiments toward the Company or our productscould be negatively impacted,and our results of operations or cash flows could suffer.Our Company also devotes time andresources to citizenship efforts that are consistent with our corporate values and are designed to strengthen our business and protectand

315、preserve our reputation,including programs driving ethics and corporate responsibility,strong communities,equality andinclusion and environmental sustainability.While the Company has many programs and initiatives to further these goals,our abilityto achieve these goals is impacted in part by the act

316、ions and efforts of third parties including local and other governmentalauthorities,suppliers,vendors and customers.If these programs are not executed as planned or suffer negative publicity,theCompanys reputation and results of operations or cash flows could be adversely impacted.We rely on third p

317、arties in many aspects of our business,which creates additional risk.Due to the scale and scope of our business,we must rely on relationships with third parties,including our suppliers,distributors,contractors,commercial banks and external business partners,for certain functions.If we are unable to

318、effectively manage ourthird-party relationships and the agreements under which our third-party partners operate,our results of operations and cash flowscould be adversely impacted.Further,failure of these third parties to meet their obligations to the Company or substantialdisruptions in the relatio

319、nships between the Company and these third parties could adversely impact our operations and financialresults.Additionally,while we have policies and procedures for managing these relationships,they inherently involve a lesserdegree of control over business operations,governance and compliance,there

320、by potentially increasing our financial,legal,reputational and operational risk.Our business results depend on our ability to manage disruptions in our global supply chain.Our ability to meet our customers needs and achieve cost targets depends on our ability to maintain key manufacturing and supply

321、arrangements,including execution of supply chain optimizations and certain sole supplier or sole manufacturing plantarrangements.The loss or disruption of such manufacturing and supply arrangements,including for issues such as labor disputes orcontroversies,loss or impairment of key manufacturing si

322、tes,discontinuity or disruptions in our internal information and datasystems or those of our suppliers,inability to procure sufficient raw or input materials(including water,recycled materials andmaterials that meet our labor standards),significant changes in trade policy,natural disasters,increasin

323、g severity or frequency ofextreme weather events due to climate change or otherwise,acts of war or terrorism,disease outbreaks or other external factorsover which we have no control,have at times interrupted and could,in the future,interrupt product supply and,if not effectivelymanaged and remedied,

324、could have an adverse impact on our business,financial condition,results of operations or cash flows.Our businesses face cost fluctuations and pressures that could affect our business results.Our costs are subject to fluctuations,particularly due to changes in the prices of commodities(including cer

325、tain petroleum-derivedmaterials like resins and paper-based materials like pulp)and raw and packaging materials and the costs of labor,transportation,energy,pension and healthcare.Inflation pressures could also result in increases in these input costs.Therefore,our business resultsdepend,in part,on

326、our continued ability to manage these fluctuations through pricing actions,cost saving projects and sourcingdecisions,while maintaining and improving margins and market share.Failure to manage these fluctuations could adversely impactour results of operations or cash flows.If we become subject to ad

327、ditional scrutiny,criticism and negative publicity involving U.S.-listed China-based companies,wemay have to expend significant resources to investigate and resolve the matter which could harm our business operations,thisoffering and our reputation and could result in a loss of your investment in ou

328、r Ordinary Shares,especially if such mattercannot be addressed and resolved favorably.Recently,U.S.public companies that have substantially all of their operations in China have been the subject of intense scrutiny,criticism and negative publicity by investors,financial commentators and regulatory a

329、gencies.Much of the scrutiny,criticism andnegative publicity has centered around financial and accounting irregularities,a lack of effective internal controls over financialaccounting,inadequate corporate governance policies or a lack of adherence thereto and,in some cases,allegations of fraud.As ar

330、esult of the scrutiny,criticism and negative publicity,the publicly traded stock of many U.S.-listed China-based companies hasdecreased in value and,in some cases,has become virtually worthless.Many of these companies have been subject to shareholderlawsuits and SEC enforcement actions and have cond

331、ucted internal and external investigations into the allegations.It is not clearwhat effect this sector-wide scrutiny,criticism and negative publicity will have on us,our business and this offering.If we becomethe subject of any unfavorable allegations,whether such allegations are proven to be true o

332、r untrue,we will have to expendsignificant resources to investigate such allegations and/or defend our company.This situation may be a major distraction to ourmanagement.If such allegations are not proven to be groundless,our business operations will be severely hindered and yourinvestment in our Or

333、dinary Shares could be rendered worthless.14 We face growing competition in urology medical devices and care products market as well as the cardiovascular andcerebrovascular medical devices market in China.We may not be able to keep pace with competition in our industry,whichcould adversely affect our market share and result in a decrease in our future sales and earnings.The competition in urology