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1、F-1 1 tm2422379d7_f1.htm FORM F-1 As filed with the U.S.Securities and Exchange Commission on March 17,2025.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 JINGRUI WANG PU HOLDINGS GROUP LTD.(Exact

2、name of registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 5064 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)Room 4

3、02,Guangfu United International Center,Ningwei Street,Xiaoshan District,Hangzhou,Zhejiang Province,311215+86(21)63087358(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168(

4、Name,address,including zip code,and telephone number,including area code,of agent for service)With a Copy to:Ying Li,Esq.Joan Wu,Esq.Brian B.Margolis,Esq.Hunter Taubman Fischer&Li LLC950 Third Avenue,19th FloorNew York,NY 10022212-202-6380William S.Rosenstadt,Esq.Jason“Mengyi”Ye,Esq.Yarona L.Yieh,Es

5、q.Ortoli Rosenstadt LLP366 Madison Avenue,3rd FloorNew York,NY 10017212-588-0022 Approximate date of commencement of proposed sale to the public:Promptly after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or c

6、ontinuous basis pursuant to Rule 415 under the Securities Act of 1933check 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 check the following box and listthe Securities Act registration statement number

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

8、 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 list the Securities Actregistration statement number of the earlier effective registration statement for the same offering Indicate by check mark whether th

9、e registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 Emerging growth companyx If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected notto use the extended transi

10、tion period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of theSecurities Act The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to itsAccounting Standards Codifi

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

12、accordance withSection 8(a)of the Securities Act of 1933,as amended,or until the registration statement shall become effective on such date as the Securities andExchange Commission,acting pursuant to such Section 8(a),may determine.EXPLANATORY NOTE This registration statement on Form F-1(File No.333

13、-)contains disclosure that will be circulated as two separate final prospectuses,as set forth below.Public offering prospectus.A prospectus(the“Public Offering Prospectus”)to be used for the public offering of 1,250,000 class A ordinary sharesof the Registrant(the“Public Offering Shares”),based on a

14、n assumed initial public offering price of$5.00,through the underwriter named on thecover page of the Public Offering Prospectus.Resale prospectus.A prospectus(the“Resale Prospectus”)to be used for the offer and potential resale by the selling shareholders,JINGRUIYARONG LIMITED and JINGRUI YAMEI LIM

15、ITED(the“Selling Shareholders”)of 1,250,000 class A ordinary shares of the Registrant(the“Resale Shares”),to be sold by the Selling Shareholders concurrently with our initial public offering based on an assumed initial public offeringprice of$5.00,and from time to time thereafter,at prevailing marke

16、t prices,prices related to prevailing market prices,or privately negotiated prices.The Resale Prospectus is substantively identical to the Public Offering Prospectus,except for the following principal points:it contains different outside and inside front covers and back cover pages;among other thing

17、s,the identification of the underwriters and relatedcompensation for the Public Offering Shares will only be included in the Public Offering Prospectus and the Resale Shares will be listed on theoutside and inside front covers of the Resale Prospectus without identification of the underwriters and r

18、elated compensation information;it contains different“Offering”sections in the Prospectus Summary section relating to the offering of the Public Offering Shares and the ResaleShares,as applicable;such Offering section included in the Public Offering Prospectus will summarize the offering of the Publ

19、ic Offering Sharesand such Offering section included in the Resale Prospectus will summarize the offering of the Resale Shares;it contains different“Use of Proceeds”sections,with the Use of Proceeds section included in the Resale Prospectus only indicating that theRegistrant will not receive any pro

20、ceeds from the sale of the Resale Shares by the Selling Shareholders that occur pursuant to this registrationstatement;it does not contain the Capitalization and Dilution sections included in the Public Offering Prospectus;a“Selling Shareholders”section is only included in the Resale Prospectus;the“

21、Underwriting”section from the Public Offering Prospectus is not included in the Resale Prospectus and the“Plan of Distribution”section isincluded only in the Resale Prospectus;and it does not contain the Legal Matters section and does not include a reference to counsel for the underwriters.The Compa

22、ny has included in this registration statement a set of alternate pages after the back-cover page of the Public Offering Prospectus(the“AlternatePages”)to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus.The Public Offering Prospectus willexclu

23、de the Alternate Pages and will be used for the public offering by the Registrant.The Resale Prospectus will be substantively identical to the PublicOffering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the Selling Shareholders

24、.The information in this prospectus is not complete and may be changed.We may not sell the securities until the registration statement filed with the U.S.Securities and Exchange Commission is effective.This prospectus is not an offer to sell these securities and it is not soliciting any offer to buy

25、 thesesecurities in any jurisdiction where such offer or sale is not permitted.SUBJECT TO COMPLETIONPRELIMINARY PROSPECTUS DATED MARCH 17,2025 1,250,000 Class A Ordinary Shares Jingrui Wang Pu Holdings Group Ltd.This is an initial public offering on a firm commitment basis of our class A ordinary sh

26、ares,par value$0.0005 per share(“Class A Ordinary Shares”).We areoffering 1,250,000 Class A Ordinary Share.Prior to this offering(the“Offering”),there has been no public market for our Class A Ordinary Shares or ourClass B ordinary shares,par value$0.0005 per share(“Class B Ordinary Shares”).We expe

27、ct the initial public offering price of our Class A Ordinary Sharesto be in the range of$4.00 to$6.00 per share.The Offering is being made on a“firm commitment”basis by Eddid Securities USA Inc.,or the“Representative.”See“Underwriting”for more information.We are also registering up to 1,250,000 Clas

28、s A Ordinary Shares,for resale by the SellingShareholders named in a separate Resale Prospectus,pursuant to the Resale Prospectus.This prospectus will not be used for the offering of Resale Shares,and the Resale Prospectus will not be used for this Offering.The sale of the Resale Shares in the resal

29、e offering is conditioned upon the successful completion of the sale of Class A Ordinary Shares by the Company inthe underwritten primary offering.The sales price to the public of the Resale Shares will initially be fixed at the initial public offering price of the Class AOrdinary Shares offered in

30、this prospectus.Following listing of our Class A Ordinary Shares on the Nasdaq Capital Market(“Nasdaq”),the per share offeringprice of the Resale Share to be sold by the Selling Shareholders may be sold at prevailing market prices,prices related to prevailing market prices,orprivately negotiated pri

31、ces.We will not receive any of the proceeds from the sale of the Resales by the Selling Shareholders named in this prospectus.We have reserved the symbol JRWP for purposes of listing our Class A Ordinary Shares on Nasdaq and have applied to list our Class A Ordinary Shares onNasdaq.At this time,Nasd

32、aq has not approved our application to list our Class A Ordinary Shares.It is a condition to the closing of this offering that theClass A Ordinary Shares qualify for listing on a national securities exchange such as Nasdaq,and there is no guarantee or assurance that our Class AOrdinary Shares will b

33、e approved for listing on Nasdaq.Our authorized share capital is$50,000 divided into 90,000,000 Class A Ordinary Shares and 10,000,000 Class B Ordinary Shares,and we have 13,000,000Class A Ordinary Shares and 7,000,000 Class B Ordinary Shares issued and outstanding,respectively.Holders of Class A Or

34、dinary Shares and Class BOrdinary Shares have the same rights except for voting and conversion rights.Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at alltimes vote together as one class on all resolutions submitted to a vote by the shareholders.Each Class A Ordinary Share sha

35、ll entitle the holder thereof to one(1)vote on all matters subject to vote at general meetings of our Company,and each Class B Ordinary Share shall entitle the holder thereof to ten(10)voteson all matters subject to vote at general meetings of our Company.Each Class B Ordinary Share is convertible i

36、nto one(1)Class A Ordinary Share at anytime at the option of the holder thereof.In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares.As of the date of this prospectus,Mr.Haojia Liu beneficially owns 85.18%of the aggregate voting power of our total issued and outstand

37、ing share capital.Following the completion of this offering,Mr.Haojia Liu will beneficially own 83.92%of the aggregate voting power of our total issued and outstandingshare capital,assuming no exercise of the underwriters over-allotment option,or 83.73%assuming full exercise of the underwriters over

38、-allotment option.As of the date of this prospectus,Mr.Liu can,and,after the completion of the Offering,Mr.Liu will have the ability to control matters requiring shareholderapproval,including the election of directors,amendment of memorandum and articles of association and approval of certain major

39、corporate transactions.Asa result,we will be deemed a“controlled company”under Nasdaq Marketplace Rule 5615(c).However,even if we are deemed as a“controlled company,”we do not intend to avail ourselves of the corporate governance exemptions afforded to a“controlled company”under the Nasdaq Marketpla

40、ce Rules.See“Prospectus SummaryControlled Company,”“Risk Factors,”and“ManagementControlled Company.”Investing in our Class A Ordinary Shares involves a high degree of risk,including the risk of losing your entire investment.See“Risk Factors”beginning on page 26 to read about factors you should consi

41、der before buying our Class A Ordinary Shares.We are a holding company incorporated in the Cayman Islands and not a Chinese operating company.As a holding company with no material operations ofour own,we conduct all of our operations through the following entities,collectively referred to as the PRC

42、 operating entities and individually referred to asa PRC operating entity:(1)Dongying Yiqun Commerce and Trade Co.,Ltd.(“Dongying Yiqun”);(2)Zibo Lunsheng Commerce and Trade Co.,Ltd.(“ZiboLunsheng”);(3)Jinan Zhongyue Shengtai Economic and Trade Co.,Ltd.(“Jinan Zhongyue”);(4)Shandong Yangxin Hongtai

43、Commerce and TradeCo.,Ltd.(“Shandong Yangxin”);(5)Beijing Jinnuo Baizhi Technology Co.,Ltd.(“Beijing Jinnuo”),the wholly-owned subsidiary of Zhejiang JingruiWangpu Quanwu Household Appliance Group Co.,Ltd.(“Zhejiang JRWP Quanwu”);(6)Beijing Kangzhuang Shangde Enterprise Management Co.,Ltd.(“Beijing

44、Management Co”),the wholly-owned subsidiary of Zhejiang JRWP Quanwu;(7)Jingrui Wangpu(Shandong)Commercial Operation ManagementCo.,Ltd.(“Jingrui Wangpu Shandong”),the wholly-owned subsidiary of Beijing Management Co.Zhejiang JRWP Quanwu also owns 67%equity inShanghai Jingqi Ruilin Digital Technology

45、Co.,Ltd.(“Shanghai Jingqi”);(8)Binzhou Jingrui Wangpu E-Commerce Co.,Ltd.(“Binzhou Jingrui Wangpu”);(9)Yangxin Jingrui Wangpu E-Commerce Co.,Ltd.(“Yangxin Jingrui Wangpui”);and(10)Zhejiang Jingrui Wangpu Quanwu Household Appliance GroupCo.,Ltd.(“Zhejiang JRWP Quanwu”).Zibo Lunsheng,Shandong Yangxin,

46、Jinan Zhongyue,Dongying Yiqun,and Zhejiang JRWP Quanwu are the variableinterest entities(the“VIEs”).Beijing Jinnuo,Shanghai Jingqi,and Beijing Management Co and its subsidiaries are collectively referred to as the VIESubsidiaries.We control and receive the economic benefits of the VIEs and the VIE S

47、ubsidiaries through certain contractual arrangements(the“VIEAgreements”),which enable us to consolidate the financial results of the VIEs and their subsidiaries in our consolidated financial statements under U.S.GAAP,and the VIE structure involves unique risks to investors.The VIEs contributed 100%o

48、f the Companys consolidated results of operations and cashflows for the years ended March 31,2023 and accounted for 100%of the consolidated total assets and liabilities as of March 31,2023.During the year endedMarch 31,2024,the Company,Bai Zhi HK,WFOE and WFOEs subsidiary Zhejiang JRWP Industrial on

49、ly recorded immaterial amount of assets andliabilities(including cash of$859,prepaid expense of$30,021,accrued expense of$29,619 and due to related parties of$20,010 as of March 31,2024).Inaddition,there was no revenue generated by the Company,Bai Zhi HK and the WFOE during the fiscal year ended Mar

50、ch 31,2024.Operating expenses andnet loss reported by the Company,Bai Zhi HK and the WFOE amounted to approximately$331,520 for the year ended March 31,2024.As of September 30,2024,the Company,Bai Zhi HK,WFOE and WFOEs subsidiary Zhejiang JRWP Industrial only recorded immaterial amount of assets and

51、 liabilities(including cash of$6,691,prepaid expense of$277,813,due from related parties of$14,478,and due to related parties of$136,450 as of September 30,2024).In addition,there was no revenue generated by the Company,Bai Zhi HK and the WFOE during the six months ended September 30,2024,operatinge

52、xpenses and net loss reported by the Company,Bai Zhi HK and the WFOE amounted to approximately$351,421 for the six months ended September 30,2024.As a result,total assets and liabilities presented on the consolidated balance sheets and revenue,expenses,and net income presented on theconsolidated sta

53、tement of comprehensive income as well as the cash flows from operating,investing and financing activities presented on the consolidatedstatement of cash flows are substantially the financial position,operating results and cash flows of the VIEs and the VIEs subsidiaries as of and for the yearended

54、March 31,2024,and as of the six months ended September 30,2024.Our Class A Ordinary Shares offered in this offering are shares of Jingrui WangPu Holdings Group Ltd.,the offshore holding company,instead of shares of the PRC operating entities.The VIE structure provides opportunities to foreigninvestm

55、ent in PRC-based companies where PRC law prohibits direct foreign investment.For a description of the VIE Agreements,see“Prospectus SummaryOur Corporate StructureOur VIE Agreements.”As a result of our use of the VIE structure,you may never directly hold equity interests in the VIEs orthe VIE Subsidi

56、aries.Because we do not directly hold equity interests in the VIEs or its subsidiaries,we are subject to risks and uncertainties of the interpretations and applicationsof PRC laws and regulations,including but not limited to,regulatory review of overseas listing of PRC companies through special purp

57、ose vehicles and thevalidity and enforcement of the VIE Agreements among our wholly-owned PRC subsidiaries,the VIEs,the VIE Subsidiaries and the shareholders of theVIEs.We are also subject to the risks and uncertainties about any future actions of the PRC government in this regard that could disallo

58、w the VIE structure,which would likely result in a material change in our operations,and the value of our Class A Ordinary Shares may depreciate significantly or becomeworthless.The VIE Agreements have not been tested in a court of law in China as of the date of this prospectus.See“Risk FactorsRisks

59、 Relating to OurCorporate StructureIf the PRC government deems that the contractual arrangements between Zhejiang JRWP Industrial and the VIEs do not comply withPRC regulatory restrictions on foreign investment in the relevant industries,or if these regulations or the interpretation of existing regu

60、lations change in thefuture,we could be subject to severe penalties or be forced to relinquish our interests in those operations”and“Risk FactorsRisks Relating to DoingBusiness in the PRCOur VIE Agreements are governed by PRC law.Accordingly,these contracts would be interpreted in accordance with PR

61、C law,andany disputes would be resolved in accordance with PRC legal procedures.”We are subject to certain legal and operational risks associated with being based in China,which could cause the value of our securities to significantlydecline or become worthless.PRC laws and regulations governing our

62、 current business operations are sometimes vague and uncertain,and as a result theserisks may result in material changes in the operations of the VIEs and the VIE Subsidiaries,significant depreciation or a complete loss of the value of ourClass A Ordinary Shares,or a complete hindrance of our abilit

63、y to offer,or continue to offer,our securities to investors.Recently,the PRC governmentadopted a series of regulatory actions and issued statements to regulate business operations in China with little advance notice,including cracking down onillegal activities in the securities market,adopting new m

64、easures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopolyenforcement.As confirmed by our PRC counsel,Beijing DOCVIT Law Firm(“DOCVIT”),as of the date of this prospectus,we,our subsidiaries,and theVIEs and the VIE Subsidiaries have not been involved in any invest

65、igations on cybersecurity review initiated by any PRC regulatory authority,nor has anyof them received any inquiry,notice,or sanction related to cybersecurity review under the Cybersecurity Review Measures.As confirmed by our PRCcounsel,DOCVIT,we are not subject to cybersecurity review with the Cybe

66、rspace Administration of China,or the“CAC,”under the Cybersecurity ReviewMeasures that became effective on February 15,2022,since we currently do not have over one million users personal information and do not anticipate thatwe will be collecting over one million users personal information in the fo

67、reseeable future,which we understand might otherwise subject us to theCybersecurity Review Measures ;we are also not subject to network data security review by the CAC if the Draft Regulations on the Network Data SecurityAdministration(Draft for Comments)(the“Security Administration Draft”)are enact

68、ed as proposed,since we currently do not have over one million userspersonal information and do not collect data that affects or may affect national security and we do not anticipate that we will be collecting over one millionusers personal information or data that affects or may affect national sec

69、urity in the foreseeable future,which we understand might otherwise subject us tothe Regulations for the Administration of Network Data Security(Exposure Draft)(the“Security Administration Draft”).See“Risk FactorsRisks Relatingto Doing Business in the PRCThe PRC operating entities may become subject

70、 to different laws and regulations in the PRC regarding privacy,data security,cybersecurity,and data protection.They may be liable for improper use or appropriation of personal information provided by their customers.”See also“Risk FactorsRisks Relating to Doing Business in the PRCThe PRC government

71、 exerts substantial influence over the manner in which the PRCoperating entities conduct their business activities.The PRC government may also intervene or influence the PRC operating entities operations and thisoffering at any time,which could result in a material change in the PRC operating entiti

72、es operations and our Class A Ordinary Shares could decline in valueor become worthless.”On February 17,2023,the China Securities Regulatory Commission(the“CSRC”)promulgated the Trial Administrative Measures of Overseas SecuritiesOffering and Listing by Domestic Companies,or the“Trial Administrative

73、 Measures,”and five supporting guidelines(collectively,the“New AdministrativeRules Regarding Overseas Listings”),which came into effect on March 31,2023.The New Administrative Rules Regarding Overseas Listings refine theregulatory system for domestic companys overseas offering and listing by subject

74、ing both direct and indirect overseas offering and listing activities to thefiling-based administration,and clearly defines the circumstances where provisions for direct and indirect overseas offering and listing apply and relevantregulatory requirements.According to the New Administrative Rules Reg

75、arding Overseas Listings,among other things,a domestic company in the PRC that seeks to offer and listsecurities in overseas markets shall fulfill the filing procedure with the CSRC as per requirement of the Trial Administrative Measures.Where a domesticcompany seeks to directly offer and list secur

76、ities in overseas markets,the issuer shall file with the CSRC.Where a domestic company seeks to indirectlyoffer and list securities in overseas markets,the issuer shall designate a major domestic operating entity,which shall,as the domestic responsible entity,filewith the CSRC.Initial public offerin

77、gs or listings in overseas markets shall be filed with the CSRC within three working days after the relevant application issubmitted overseas.If an issuer offers securities in the same overseas market where it has previously offered and listed securities subsequently,filings shallbe made with the CS

78、RC within three working days after the offering is completed.We filed with the CSRC on May 9,2024,received the first round ofcomments from the CSRC on June 4,2024 and responded to CSRCs comments on July 15,2024,and received the second round of comments from theCSRC on August 27,2024 and responded on

79、 September 6,2024.Upon the occurrence of any material event,such as change of control,investigations orsanctions imposed by overseas securities regulatory agencies or other relevant competent authorities,change of listing status or transfer of listing segment,orvoluntary or mandatory delisting,after

80、 an issuer has offered and listed securities in an overseas market,the issuer shall submit a report thereof to CSRCwithin three working days after the occurrence and public disclosure of such event.If the issuer meets both of the following conditions,the overseas offeringand listing shall be determi

81、ned as an indirect overseas offering and listing by a domestic company:(i)any of the total assets,net assets,revenues or profits ofthe domestic operating entities of the issuer in the most recent accounting year accounts for more than 50%of the corresponding figure in the issuers auditedconsolidated

82、 financial statements for the same period;(ii)its major operational activities are carried out in China or its main places of business are located inChina or the senior managers in charge of operation and management of the issuer are mostly Chinese citizens or are domiciled in China.Based on theadvi

83、ce of our PRC counsel,DOCVIT,as the PRC operating entities accounted for more than 50%of our consolidated revenues,profit,total assets or netassets for the last two fiscal years ended March 31,2024 and 2023,and the key components of our operations are carried out in the PRC,this offering isconsidere

84、d an indirect offering by domestic companies and we are therefore subject to the filing requirements for this offering under the New AdministrativeRules Regarding Overseas Listings.Based on the foregoing,we will be required to complete necessary filing procedures pursuant to the Trial Administrative

85、Measures.This offering is contingent upon the completion of our filing with and the receipt of approval from the CSRC.See“Risk FactorsRisks Relatingto Doing Business in the PRCThe approval,filing,or other procedures of the CSRC or other PRC regulatory authorities may be required in connectionwith th

86、is offering under PRC laws,regulations,and rules”and“RegulationsRegulations on Overseas Listings.”However,we cannot assure you that wewill be able to complete the filings for this offering.Since these statements and regulatory actions are newly published,it is highly uncertain what thepotential impa

87、ct such modified or new laws and regulations will have on the daily business operations of our subsidiaries,our ability to accept foreigninvestments,and our listing on a U.S.exchange.If we do not receive or maintain such approval,or inadvertently conclude that such approval is not required,or applic

88、able laws,regulations,or interpretations change such that we are required to obtain approval in the future,we may be subject to an investigation bycompetent regulators,fines or penalties,or an order prohibiting us from conducting an offering,and these risks could result in a material adverse change

89、inour operations and the value of our Ordinary Shares,significantly limit or completely hinder our ability to offer or continue to offer securities to investors,orcause such securities to significantly decline in value or become worthless.See“Risk FactorsRisks Relating to Doing Business in the PRC,”

90、and“RiskFactorsRisks Related to this offering”for more information.Notwithstanding the foregoing,as of the date of this prospectus,according to DOCVIT,except for the filing procedures with the CSRC and reporting of relevant information according to the Trial Administrative Measures,no relevant PRC l

91、awsor regulations in effect require that we obtain permits from any PRC authorities to issue securities to foreign investors,and we have not received any inquiry,notice,warning,sanction,or any regulatory objection to this offering from the CSRC,the CAC,or any other PRC authorities that have jurisdic

92、tion over ouroperations.Since these statements and regulatory actions are newly published,however,official guidance and related implementation rules have not beenissued.It is highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operatio

93、ns of oursubsidiaries and the VIEs,our ability to accept foreign investments,and our listing on a U.S.exchange.The Standing Committee of the National PeoplesCongress(the“SCNPC”)or PRC regulatory authorities may in the future promulgate additional laws,regulations,or implementing rules that require u

94、s,oursubsidiaries,or the VIEs to obtain regulatory approval from Chinese authorities before listing in the U.S.If we do not receive or maintain such approval,orinadvertently conclude that such approval is not required,or applicable laws,regulations,or interpretations change such that we are required

95、 to obtainapproval in the future,we may be subject to an investigation by competent regulators,fines or penalties,or an order prohibiting us from conducting anoffering,and these risks could result in a material adverse change in our operations and the value of our Class A Ordinary Shares,significant

96、ly limit orcompletely hinder our ability to offer or continue to offer securities to investors,or cause such securities to significantly decline in value or becomeworthless.In addition,our Class A Ordinary Shares may be prohibited from trading on a national exchange under the Holding Foreign Compani

97、es Accountable Act(the“HFCA Act”)if the Public Company Accounting Oversight Board(United States)(the“PCAOB”)is unable to inspect our auditors for two consecutive yearsbeginning in 2022.On December 16,2021,the PCAOB issued a report on its determinations that it was unable to inspect or investigate co

98、mpletely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong,a Special Administrative Region of the PRC,because of positionstaken by PRC authorities in those jurisdictions.Our auditor,Simon&Edward,LLP(“Simon&Edward”),is an independent registered public accountin

99、gfirm with the PCAOB located in the U.S.and has been inspected by the PCAOB on a regular basis,with the last inspection in April 2023.Our auditor is notheadquartered in China or Hong Kong and was not identified in this report as a firm subject to the PCAOBs determination.As a firm registered with th

100、ePCAOB,Simon&Edward is subject to laws in the United States which provide that the PCAOB shall conduct regular inspections to assess the auditorscompliance with the applicable professional standards.The PCAOB currently has access to inspect the working papers of our auditor.As such,as of the dateof

101、this prospectus,this offering is not affected by the HFCA Act and related regulations.However,there is a risk that our auditor cannot be inspected by thePCAOB in the future.If trading in our Class A Ordinary Shares is prohibited under the Holding Foreign Companies Accountable Act in the future becau

102、sethe PCAOB determines that it cannot inspect or fully investigate our auditor at such future time,Nasdaq may determine to delist our Class A Ordinary Sharesand trading in our Class A Ordinary Shares could be prohibited.On August 26,2022,the CSRC,the Ministry of Finance of the PRC(the“MOF”),and theP

103、CAOB signed a Statement of Protocol(the“Protocol”),governing inspections and investigations of accounting firms based in mainland China and HongKong,taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainlandChina

104、and Hong Kong.Pursuant to the fact sheet with respect to the Protocol disclosed by the U.S.Securities and Exchange Commission(the“SEC”),thePCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information tothe

105、SEC.On December 15,2022,the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registeredpublic accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.However,shouldPRC authoritie

106、s obstruct or otherwise fail to facilitate the PCAOBs access in the future,the PCAOB Board will consider the need to issue a newdetermination.On December 29,2022,President Biden signed into law the Accelerating Holding Foreign Companies Accountable Act as a part of thelegislation entitled“Consolidat

107、ed Appropriations Act,2023”(the“Consolidated Appropriations Act”),amending the HFCA Act and requiring the SEC toprohibit an issuers securities from trading on any U.S.stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead ofthree consecutive years.The PCA

108、OB continues to demand complete access in mainland China and Hong Kong moving forward and is making plans toresume regular inspections in early 2023 and beyond,as well as to continue pursuing ongoing investigations and initiate new investigations as needed.ThePCAOB has also indicated that it will ac

109、t immediately to consider the need to issue new determinations with the HFCA Act,if needed.See“Risk FactorsRisks Relating to Doing Business in the PRCThe Class A Ordinary Shares may be delisted under the HFCA Act if the PCAOB is unable to inspect auditorsor their affiliates that are located in mainl

110、and China.The delisting of the Class A Ordinary Shares,or the threat of such delisting,may materially andadversely affect the value of your investment.Additionally,the inability of the PCAOB to conduct inspections deprives our investors of the benefits of suchinspections.”As of the date of this pros

111、pectus,our Company,our subsidiaries,and the VIEs have not distributed any earnings or paid any amounts owed under the VIEAgreements,nor do they have any plan to distribute earnings or settle amounts owed under the VIE Agreements in the foreseeable future.As of the date ofthis prospectus,none of our

112、subsidiaries or the VIEs have made any dividends or distributions to our Company and our Company has not made anydividends or distributions to our shareholders.We intend to keep any future earnings to finance the expansion of our business,and we do not anticipate thatany cash dividends will be paid

113、in the foreseeable future.If we determine to pay dividends on any of our Class A Ordinary Shares in the future,as a holdingcompany,we will rely on payments made from the VIE Subsidiaries to Zhejiang JRWP Quanwu and from Zhejiang JRWP Quanwu and other VIEs toZhejing JRWP Industrial,pursuant to the VI

114、E Agreements,and the distribution of such payments to Zhejiang Jingrui Wangpu Technology Holding GroupCo.,Ltd.,or WFOE,from WFOE to Bai Zhi HK,and from Bai Zhi HK to our Company.As such,we have not instituted any cash management policies thatdictate how funds are transferred among our Company,the su

115、bsidiaries,or the VIEs.See“Prospectus SummaryDividends or Distributions Made to OurCompany and U.S.Investors and Tax Consequences”and“Prospectus SummaryCash and Asset Transfers Between Our Company,Our Subsidiaries,andthe VIEs.”As of the date of this prospectus,no transfer of any other assets and div

116、idend payments have occurred between our Company,our subsidiaries,and the VIEs.During the six months ended September 30,2024 and during the fiscal year 2024,cash was transferred from the PRC operating entities to us,amounting to approximately$0.4 million and$0.3 million,respectively,and mainly used

117、to pay professional service fees in connection with our anticipatedoffering.No cash transfer or transfer of other assets has occurred between our Company,our subsidiaries,and the VIEs during the fiscal year 2023.Funds were transferred among the VIEs and their subsidiaries,or the PRC affiliates,as in

118、tercompany loans,and used for working capital purposes andamounted to approximately$3.1 million,approximately$2.2 million and approximately$1.9 million as of September 30,2024,March 31,2024 and 2023,respectively.See“Prospectus SummaryCash and Asset Transfers Between Our Company,Our Subsidiaries,and

119、the VIEs,”“Prospectus SummarySelected Consolidated Financial Schedule of Jingrui Wang Pu,the VIEs,and the VIE Subsidiaries,”our audited consolidated financial statements for thefiscal years ended March 31,2024 and 2023.To the extent cash or assets in the business is in PRC or Hong Kong or an entity

120、incorporated in PRC or HongKong,the funds or assets may not be available to fund operations or for other use outside of PRC or Hong Kong due to the imposition of restrictions andlimitations on the ability of us,our subsidiaries,or the consolidated VIEs by the PRC regulatory authority to transfer cas

121、h or assets.See“ProspectusSummaryCash and Asset Transfers Among Our Company,Our Subsidiaries,and the VIEs”and“Risk FactorsRisks Relating to Doing Business in thePRCTo the extent cash or assets in the business is in PRC or Hong Kong or an entity incorporated in PRC or Hong Kong,the funds or assets ma

122、y not beavailable to fund operations or for other use outside of PRC or Hong Kong due to the imposition of restrictions and limitations on the ability of us,oursubsidiaries,or the consolidated VIEs by the PRC regulatory authority within their scope of authority to transfer cash or assets.”Current PR

123、C regulations permit our PRC subsidiary,Zhejing JRWP Industrial,to pay dividends to Bai Zhi HK only out of its accumulated profits,if any,determined in accordance with Chinese accounting standards and regulations.Cash dividends,if any,on our Class A Ordinary Shares would be paid in U.S.dollars.The P

124、RC government also imposes control on the conversion of Chinese currency,Renminbi,or“RMB,”into foreign currencies and the remittanceof currencies out of the PRC.Under existing PRC foreign exchange regulations,payments of current account items,including profit distributions,interestpayments and expen

125、ditures from trade-related transactions,can be made in foreign currencies without prior approval from the State Administration ofForeign Exchange(“SAFE”)in the PRC as long as certain procedural requirements are met.Approval from appropriate government authorities is required ifRMB is converted into

126、foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies.The PRC government may,at its discretion,impose restrictions on access to foreign currencies for current account transactions,and if this occurs in thefuture,we may not

127、 be able to pay dividends in foreign currencies to our shareholders.Furthermore,if any PRC operating entity incurs debt on its own in thefuture,the instruments governing the debt may restrict its ability to pay dividends or make other payments.Due to the above restrictions,if we are unable toreceive

128、 payments from the PRC operating entities,we will not be able to pay dividends to our investors,should we desire to do so in the future.For furtherdetails,see“Prospectus SummaryDividends or Distributions Made to Our Company and U.S.Investors and Tax Consequences,”“Prospectus SummaryCash and Asset Tr

129、ansfers Between Our Company,Our Subsidiaries,and the VIEs,”Summary of Risk Factors,“Risk FactorsRisks Relating to DoingBusiness in the PRCWe may rely on dividends and other distributions on equity paid by our PRC affiliates to fund any cash and financing requirements wemay have,and any limitation on

130、 the ability of our PRC affiliates to make payments to us could have a material and adverse effect on our ability to conductour business,”and“Risk FactorsRisks Relating to Doing Business in the PRCTo the extent cash or assets in the business is in PRC or Hong Kong or anentity incorporated in PRC or

131、Hong Kong,the funds or assets may not be available to fund operations or for other use outside of PRC or Hong Kong due tothe imposition of restrictions and limitations on the ability of us,our subsidiaries,or the consolidated VIEs by the PRC regulatory authority within theirscope of authority to tra

132、nsfer cash or assets.”In the future,cash proceeds raised from overseas financing activities,including the cash proceeds from thisoffering,may be transferred by us through our Hong Kong subsidiary to WFOE via capital contribution and loans subject to applicable regulatory approvals,as the case may be

133、.WFOE then may transfer funds to the VIEs to meet the capital needs of their business operations.We are an“emerging growth company”as defined under the federal securities laws and will be subject to reduced public company reporting requirements.Please read the disclosures beginning on page 23 of thi

134、s prospectus for more information.PerShare Total WithoutOver-AllotmentOption Total WithOver-AllotmentOptionAssumed Initial public offering price$Underwriting discounts(1)$Proceeds to us before expenses(2)$(1)Represents underwriting discounts equal to 7%of the gross proceeds from the sale of the Clas

135、s A Ordinary Share in this offering.This does not include anon-accountable expense allowance equal to 1%of the total gross proceeds received by us from the sale of the Class A Ordinary Shares offered by theissuer in this offering payable to the Representative.See the section titled“Underwriting”for

136、all compensation to be paid to the underwriters.(2)We expect our total cash expenses for this offering(including cash expenses payable to the Representative for its out-of-pocket expenses)to beapproximately$1,542,170,exclusive of the above discounts.These payments will further reduce proceeds availa

137、ble to us before expenses.This offering is being conducted on a firm commitment basis.The Representative is obligated to take and pay for all of the Class A Ordinary Shares ifany such shares are taken.We have granted the underwriters an option exercisable within 45 days from the effective date of th

138、is prospectus to purchase up to 15%of the totalnumber of the Class A Ordinary Shares to be offered by us pursuant to this offering(excluding Class A Ordinary Shares subject to this option),solely forthe purpose of covering over-allotments,at the public offering price less the underwriting discounts.

139、If the underwriters exercise the option in full,thetotal underwriting discounts payable will be$503,125 based on an assumed offering price of$5.00 per Class A Ordinary Share,and the total grossproceeds to us,before underwriting discounts,non-accountable expense allowance,and expenses,will be$7,187,5

140、00.The underwriters expect to deliver the Class A Ordinary Shares against payment in U.S.dollars in New York,New York on or about,2025.Neither the United States Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved ordisapproved of these se

141、curities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.Eddid Securities USA Inc.Prospectus dated,2025 TABLE OF CONTENTS PagePROSPECTUS SUMMARY 4 RISK FACTORS 26 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 57 USE OF PROCEEDS 58 D

142、IVIDEND POLICY 59 EXCHANGE RATE INFORMATION 60 CAPITALIZATION 61 DILUTION 62 ENFORCEABILITY OF CIVIL LIABILITIES 63 CORPORATE HISTORY AND STRUCTURE 64 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 67 BUSINESS 109 REGULATIONS 124 MANAGEMENT 141 PRINCIPAL SHAREHO

143、LDERS 146 RELATED PARTY TRANSACTIONS 148 DESCRIPTION OF SHARE CAPITAL 152 SHARES ELIGIBLE FOR FUTURE SALE 164 MATERIAL INCOME TAX CONSIDERATION 165 UNDERWRITING 171 EXPENSES RELATING TO THIS OFFERING 177 LEGAL MATTERS 177 EXPERTS 177 WHERE YOU CAN FIND ADDITIONAL INFORMATION 177 INDEX TO FINANCIAL S

144、TATEMENTS F-1 i ABOUT THIS PROSPECTUS We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectusor in any free writing prospectuses prepared by us or on our behalf or to which we have referred you.We take

145、 no responsibility for and can provide noassurance as to the reliability of,any other information that others may give you.This prospectus is an offer to sell only the Class A Ordinary Shares offeredhereby,but only under circumstances and in jurisdictions where it is lawful to do so.We are not makin

146、g an offer to sell these securities in any jurisdictionwhere the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted tomake such offer or sale.For the avoidance of doubt,no offer or invitation to subscribe

147、 for Class A Ordinary Shares is made to the public in the CaymanIslands.The information contained in this prospectus is current only as of the date on the front cover of the prospectus.Our business,financial condition,results of operations,and prospects may have changed since that date.Neither we no

148、r the underwriters have taken any action to permit a public offering of the Class A Ordinary Shares outside the United States or to permit thepossession or distribution of this prospectus or any filed free-writing prospectus outside the United States.Persons outside the United States who come intopo

149、ssession of this prospectus or any filed free writing prospectus must inform themselves about,and observe any restrictions relating to,the offering of theClass A Ordinary Shares and the distribution of this prospectus or any filed free-writing prospectus outside the United States.This prospectus may

150、 contain additional trademarks,service marks and trade names of others.Such trademarks,service marks and trade names are theproperty of their respective owners.We do not intend our use or display of other companies trademarks,service marks or trade names to imply a relationshipwith,or endorsement or

151、 sponsorship of us by,any other person.1 Conventions that Apply to this Prospectus Unless otherwise indicated or the context requires otherwise,references in this prospectus to:“Bai Zhi HK”are to Bai Zhi International Group Limited(Hong Kong),a Hong Kong corporation,which is wholly owned by Jingrui

152、Wang Pu;“Beijing Jinnuo”are to Beijing Jinnuo Baizhi Technology Co.Ltd.,a limited liability company organized under the laws of the PRC,which is whollyowned by Zhejiang JRWP Quanwu;“Beijing Management Co”are to Beijing Kangzhuang Shangde Company Management Co.,Ltd.,a limited liability company organi

153、zed under the lawsof the PRC,which is wholly owned by Zhejiang JRWP Quanwu;“Binzhou Jingrui Wangpu”are to Binzhou Jingrui Wangpu E-commerce Co.,Ltd.,a limited liability company organized under the laws of the PRC.Beijing Management Co owns 70%of its equity;“China”or the“PRC”are to the Peoples Republ

154、ic of China,excluding Taiwan and the special administrative regions of Hong Kong and Macau forthe purposes of this prospectus only;“Class A Ordinary Shares”are to Class A ordinary shares of Jingrui Wang Pu,par value$0.0005 per share;“Class B Ordinary Shares”are to Class B ordinary shares of Jingrui

155、Wang Pu,par value$0.0005 per share;“Dongying Yiqun”are to Dongying Yiqun Commerce and Trade Co.,Ltd.,a limited liability company organized under the laws of the PRC;“Jingrui Dian Xiaoer”are to the PRC operating entities(defined below)individual servers who can provide door-to-door services at custom

156、ersplaces if requested,including selling electric appliances,maintaining and repairing electric appliances,and trading in customers old appliances for anew one they want;“Jinan Zhongyue”are to Jinan Zhongyue Shengtai Economic and Trade Co.,Ltd.,a limited liability company organized under the laws of

157、 the PRC;“Jingrui Wang Pu,”“we,”“us,”“our Company,”or the“Company”are to Jingrui Wang Pu Holdings Group Ltd.,an exempted company with limitedliability incorporated under the laws of Cayman Islands;Jingrui Wangpu Shandong are to Jingrui Wangpu(Shandong)Commercial Operation Management Co.,Ltd,a limite

158、d liability company organizedunder the laws of the PRC;“Ordinary Shares”are to Class A Ordinary Shares and Class B Ordinary Shares;“the PRC affiliates”are to the VIEs,the VIE Subsidiaries,WFOE,and Zhejiang JRWP Industrial;the“PRC operating entities”are to Zibo Lunsheng,Shandong Yangxin,Jinan Zhongyu

159、e,Dongying Yiqun,Beijing Jinnuo,Beijing Management Co,Jingrui Wangpu Shandong,Yangxin Jingrui Wangpu,Binzhou Jingrui Wangpu,Zhejiang JRWP Quanwu,collectively.Each of these entities isindividually referred to as a PRC operating entity;“Renminbi”or“RMB”are to the legal currency of China;“Sales VIEs”ar

160、e to Shandong Yangxin,Jinan Zhongyue,Zibo Lunsheng,and Dongying Yiqun;“Shandong Yangxin”are to Shandong Yangxin Hongtai Commerce and Trade Co.,Ltd.,a limited liability company organized under the laws of thePRC;“Shanghai Jingqi”are to Shanghai Jingqi Ruilin Digital Technology Co.,Ltd.,a limited liab

161、ility company organized under the laws of the PRC,whose67%of equity is owned by Zhejiang JRWP Quanwu;“SKU”are to a stock keeping unit,the unit of measure in which the stocks of a material are managed.It is a distinct type of item for sale,purchase,ortracking in inventory.“U.S.dollars,”“$,”and“dollar

162、s”are to the legal currency of the United States;“VIE”are to variable interest entity;the“VIEs”or“VIE Entities”are to Dongying Yiqun,Zibo Lunsheng,Jinan Zhongyue,Shandong Yangxin,andZhejiang JRWP Quanwu,collectively,and each of them is referred to as a“VIE Entity”;the“VIE Subsidiaries”are to Beijing

163、 Jinnuo,Shanghai Jingqi,and Beijing Management Co and its subsidiaries;“WFOE”are to Zhejiang Jingrui Wangpu Technology Holding Group Co.,Ltd.,a limited liability company organized under the laws of the PRC,which is wholly owned by Bai Zhi HK;“Yangxin Jingrui Wangpu”are to Yangxin Jingrui Wangpu E-co

164、mmerce Co.,Ltd.,a limited liability company organized under the laws of the PRC.Beijing Management Co owns 70%of its equity;“Zhejiang JRWP Industrial”are to Zhejiang Jingrui Wangpu Industrial Development Co.,Ltd.,a limited liability company organized under the laws ofthe PRC,which is wholly owned by

165、 WFOE;2 “Zhejiang JRWP Quanwu”are to Zhejiang Jingrui Wangpu Quanwu Household Appliance Group Co.,Ltd.(formerly known as Beijing JingruiWangpu Technology Co.Ltd.before June 19,2023),a limited liability company organized under the laws of the PRC;and “Zibo Lunsheng”are to Zibo Lunsheng Commerce and T

166、rade Co.,Ltd.,a limited liability company organized under the laws of the PRC.Unless the context indicates otherwise,all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.Our business is conducted by the PRC operating entities using RMB.Our consoli

167、dated financial statements are presented in U.S.dollars.In this prospectus,we refer to assets,obligations,commitments,and liabilities in our consolidated financial statements in U.S.dollars.These dollar references are based on theexchange rate of RMB to U.S.dollars,determined as of a specific date o

168、r 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 our obligations(expressed indollars)and the value of our assets,including accounts receivable

169、(expressed in dollars).RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions.No representationis made that the RMB amounts could have been,or could be,converted into US$at the rates used in translation.The following

170、table outlines the currency exchange rates that were used in this prospectus:September 30,2024 September 30,2023 March 31,2024 March 31,2023Period-end spot rate US$1=RMB 7.0176 US$1=RMB 7.2960 US$1=RMB 7.2203 US$1=RMB 6.8676Average rate US$1=RMB 7.2023 US$1=RMB 7.1260 US$1=RMB 7.1671 US$1=RMB 6.8516

171、 3 PROSPECTUS SUMMARY The following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed information and financial statements includedelsewhere in this prospectus.In addition to this summary,we urge you to read the entire prospectus carefully,especially th

172、e risks of investing in our Class AOrdinary Shares,discussed under“Risk Factors,”before deciding whether to invest in our Class A Ordinary Shares.Business Overview Our Company We are an offshore holding company incorporated in the Cayman Islands with no operations of our own.We conduct all of our bu

173、siness and operationsrelated to electric appliances through our PRC operating entities.We receive the economic benefits of the VIEs and the VIE Subsidiaries,through the VIEAgreements.The major business segment of the PRC operating entities is to sell various electric appliance products to our custom

174、ers.The PRC operating entities are notelectric appliance manufacturers,but wholesalers and retailers of certain electric appliances.A total of 10,232 and 12,046 units of various electric applianceshave been sold for the six months ended September 30,2024 and 2023,respectively,and 23,359 and 25,718 u

175、nits of various electric appliances were sold forthe fiscal years ended March 31,2024 and 2023,respectively,such as air-conditioners,refrigerators,televisions,washers,dryers,dishwashers,range hoods,electric water kettles,food processors,and rice cookers.The PRC operating entities currently sell prod

176、ucts through retail stores and wholesale customers.Leveraging what we believe to be a deep understanding of consumer needs and preferences gained from their experience in the electric appliance industry forover 20 years,the PRC operating entities have opened nine retail stores and developed 20 whole

177、sale distributor customers as of the date of this prospectus.We believe the PRC operating entities distribution channels are a trusted destination for consumers to discover and purchase branded electric appliances.Revenues generated from our electric appliance sales business were$5,442,529 and$4,685

178、,285 for the six months ended September 30,2024 and 2023,respectively,which accounted for 88.3%and 95.3%of our total revenues for the respective reporting period,and were$9,470,304 and$8,821,507 for thefiscal years ended March 31,2024 and 2023,respectively,which accounted for 88.9%and 93.8%of our to

179、tal revenues for the respective reporting period.The electric appliance products are sold through both the retail channel and the wholesale channel.In connection with the electric appliance sales business,the PRC operating entities also provide the following services to customers(1)electric applianc

180、eproduct after-sales maintenance and repair services,including electric appliance maintenance,plumbing services,kitchen and bathroom accessorymaintenance,electrical network and light repair,furniture and electric appliance installation,and cleaning services;(2)business strategy consulting,marketing,

181、store management and employee management consulting services to other business entities in the electric appliance industry,such as market riskinvestigation,market analysis and evaluation,customer development,product or services introduction,sales strategies and skills education,and to help thesebusi

182、ness entities to plan and organize seasonal offline sales and promotional campaigns.Revenues generated from electric appliance related services businesswere$716,518 and$226,323 for the six months ended September 30,2024 and 2023,respectively,which accounted for 11.6%and 4.6%of our totalrevenues for

183、the respective reporting period,and were$1,171,767 and$567,262 for the fiscal years ended March 31,2024 and 2023,respectively,whichaccounted for 11.0%and 6.0%of our total revenues for the respective reporting period.Our PRC operating entities lease the extra space they rent from large shopping malls

184、 to other small businesses in the electric appliance industry for a fixedmonthly rental payment.Revenues generated from the rental business were$5,003 and$5,057 for the six months ended September 30,2024 and 2023,respectively,which accounted for 0.1%and 0.1%of our total revenues for the respective r

185、eporting period,and were$10,056 and$14,902 for the fiscal yearsended March 31,2024 and 2023,respectively,which accounted for 0.1%and 0.2%of our total revenues for the respective reporting period.4 Our Mission We are dedicated to providing one-stop seamless electronic appliance sales and maintenance

186、services for our valuable customers.Market According to the annual report data of Insight and Info(the“Insight and Info Report”),a market research and analysis institution in China,the main businessrevenue of Chinas electric appliance industry in 2022 was approximately RMB1.75 trillion(approximately

187、$246.7 billion),with a year-on-year increase of1.1%.1 According to the report of China Household Electrical Appliances Association(the“CHEAA Quarterly Report”),from January to February 2023,themain business revenue of Chinas electric appliance industry was RMB237.4 billion(approximately$34.78 billio

188、n),with a year-on-year increase of 2.9%.The profit was RMB15.5 billion(approximately$2.18 billion).2 According to the CHEAA 2023 annual report(the“CHEAA 2023 Annual Report”),the totalrevenues of home appliance industry in China has increased 7%comparing to 2022,and the profit has increased 12.1%.3 A

189、ccording to data from a 2024report of ChinaIRN(the“ChinaIRN 2024 Report”),an industry research institution in China,From January to July 2024,the cumulative main businessrevenuew of Chinas home appliance industry was approximately RMB1.1 trillion(approximately$156.75 billion),a year-on-year increase

190、 of 4.6%;the totalprofit was approximately RMB88.02 billion(approximately$12.57 billion),a year-on-year increase of 6.9%.4 According to data from AVC View Cloud(the“AVC 2024 First Three Quarter Report”),the scale of the Chinese home appliance retail market in 2024 was expected to be RMB892.2 billion

191、(approximately$127.13 billion),possibly breaking the peak record of 2019 and reaching an increase of 4.7%compared to 2023.5 For details of Chinaselectric appliance industry,see“BusinessIndustry.”As of the date of this prospectus,the PRC operating entities primarily operate in the sectors of electric

192、 appliance sales,electric appliance related services,andrental services in Shandong province,China.The PRC operating entities started their electric appliance sales business in 2002,electric appliance relatedservices in 2018,and the leasing business since 2021.Competitive Strengths We believe that t

193、he following competitive strengths contribute to our success and differentiate us from our competitors:well-developed supply chain;a service team directly facing customers;and experienced management team with strong operational capabilities.Growth Strategies We intend to develop our business and str

194、engthen brand loyalty by pursuing the following strategies:establish Jingrui Dian Xiaoer service teams nationwide in China;set up Jingrui Electric Housekeeper community service centers across different cities in China;strengthen nation-wide product supply chain;and expand our customer base for elect

195、ric appliance sales and maintenance.Corporate Information Our principal executive office is Room 402,Guangfu United International Center,Ningwei Street,Xiaoshan District,Hangzhou,Zhejiang Province,PRC,and our phone numbers are 021-63087358,and+86 17611631345.Our registered office in the Cayman Islan

196、ds is located at the office of Vistra(Cayman)Limited,P.O.Box 31119 Grand Pavilion,Hibiscus Way,802 West Road,Grand Cayman,KY1 1205 Cayman Islands,and the phone number of ourregistered office is 0852-3588-8733.We maintain a corporate website at https:/.The information contained in,or accessible from,

197、ourwebsite or any other website does not constitute a part of this prospectus.Our agent for service of process in the United States is Cogency Global Inc.,located at 122 East 42nd Street,18th Floor,New York,NY 10168.Our Corporate Structure We are a holding company incorporated in the Cayman Islands

198、and not a Chinese operating company.As a holding company with no material operations ofour own,we conduct all of our operations through the PRC operating entities.For each of the VIEs,the VIE Agreements were entered into by and amongZhejiang JRWP Industrial,the applicable VIE,and the shareholders of

199、 the applicable VIE,and include an Exclusive Business Cooperation Agreement,andEquity Interest Pledge Agreement for each of the shareholders,an Exclusive Option Agreement for each of the shareholders,a Power of Attorney for each ofthe shareholders,and a Spousal Consent Letter for each of the shareho

200、lders.For accounting purposes,we control and receive the economic benefits of theoperating entities business operations through the VIE Agreements,which enables us to consolidate the financial results of the VIEs and the VIESubsidiaries in our consolidated financial statements under U.S.GAAP,and the

201、 structure involves unique risks to investors.For a description of the VIEAgreements,see“Our VIE Agreements”below.Pursuant to the VIE Agreements,the applicable VIE shall pay service fees in an amount equivalent to allof its net income to Zhejiang JRWP Industrial,while Zhejiang JRWP Industrial has th

202、e power to direct the activities of the applicable VIE that cansignificantly impact the VIEs economic performance,has the obligation to absorb the expected losses of the legal entity,and has the right to receivesubstantially all of the economic benefits of the applicable VIE.Such contractual arrange

203、ments are designed so that the operations of the applicable VIE aresolely for the benefit of Zhejiang JRWP Industrial and,ultimately,the Company.As such,under U.S.GAAP,the Company is deemed to have a controllingfinancial interest in,and be the primary beneficiary of,the VIEs for accounting purposes

204、and must consolidate the VIEs.However,the VIE Agreements havenot been tested in a court of law and may not be effective in providing control over the VIEs.We are,therefore,subject to risks due to the uncertainty of theinterpretation and application of the laws and regulations of the PRC regarding th

205、e VIEs and the VIE structure.See“Risk FactorsRisks Relating to OurCorporate StructureIf the PRC government deems that the contractual arrangements between Zhejiang JRWP Industrial and the VIEs do not comply withPRC regulatory restrictions on foreign investment in the relevant industries,or if these

206、regulations or the interpretation of existing regulations change in thefuture,we could be subject to severe penalties or be forced to relinquish our interests in those operations”and“Risk FactorsRisks Relating to DoingBusiness in the PRCOur VIE Agreements are governed by PRC law.Accordingly,these co

207、ntracts would be interpreted in accordance with PRC law,andany disputes would be resolved in accordance with PRC legal procedures.”1 Insight and Info,Revenues of Electric Appliance Industry Have Increased Because of the Upgrading of Product Quality,accessible athttps:/ China Household Electrical App

208、liances Association,Analysis of the Trend of Chinas Electric Appliance Industry in the First Quarter of 2023,accessible athttps:/www.cheaa.org/contents/116/10482.html.3 China Household Electrical Appliances Association,Chinas Home Appliance Industry Kept Strong Development,accessible athttps:/www.ch

209、eaa.org/channels/116.html.4 ChinaIRN,2024 Analysis and Forecast of Supply and Demand in the Electrical Appliance Industry,accessible athttps:/ AVC View Cloud,Summary of the Chinese Home Appliance Market for Q1 to Q3 of 2024,accessible at https:/ Our Class A Ordinary Shares in this offering are share

210、s of our offshore holding company in the Cayman Islands instead of shares of the operating entities.The VIE structure provides opportunities to foreign investment in China-based companies where Chinese law prohibits direct foreign investment.As a result,you may never directly hold equity interests i

211、n the operating entities.The following diagram illustrates our corporate structure,including our subsidiaries,the VIEs,and the VIE Subsidiaries,as of the date of this prospectus andupon the completion of this offering based on a proposed number of 1,250,000 Class A Ordinary Shares being offered,assu

212、ming no exercise of theunderwriters over-allotment option.For more details on our corporate history,please refer to“Corporate History and Structure.”All percentages reflect thevoting ownership interests instead of the equity interests held by each of our shareholders,given that Class A Ordinary Shar

213、e shall entitle the holder thereofto one(1)vote on all matters subject to vote at general meetings of the Company,and each Class B Ordinary Share shall entitle the holder thereof to ten(10)votes on all matters subject to vote at general meetings of the Company.Note:(1)Represents 7,000,000 Class B Or

214、dinary Shares beneficially owned by Haojia Liu,the 100%owner of JINGRUI MALL LIMITED(“JINGRUIMALL LIMITED”),as of the date of this prospectus.(2)Represents 4,000,000 Class A Ordinary Shares beneficially owned by Juanjuan Si,the 100%owner of JINGRUI YASHI LIMITED,as of the dateof this prospectus.(3)R

215、epresents an aggregate of 9,000,000 Class A Ordinary Shares held by eleven corporate shareholders,each one of which holds less than 5%ofour voting ownership interests,as of the date of this prospectus.(4)Jinan Longde E-Commerce Partnership(“Jinan Longde”)holds the rest 30%of the equity interests in

216、Binzhou Jingrui Wangpu.Our CEO,Pingchao Zhu,is the executive partner and holds 90%of the equity of Jinan Longde.(5)Jinan Longde holds the rest 30%of the equity interests in Yangxin Jingrui Wangpu.(6)Yangxin County Shengkai Logistics Delivery Service Co.Ltd.,an unrelated third party,holds the rest 30

217、%of the equity interests in Wudi JingruiWangpu E-commerce Co.,Ltd.(“Wudi Jingrui Wangpu”).(7)Juanjuan Si,our director and Chairperson of the Board of Directors,and Shanghai Longde E-Commerce Partnership(Limited Partnership)(“Shanghai Longde”),together with three unrelated third parties,Gang Luo,Yibi

218、n Qian,and Shanghai Yanhe Management Consulting Center,hold the rest 33%of the equity interest in Shanghai Jingqi.Juanjuan Si is the executive partner and holds 90%of the equity of Shanghai Longde.(8)Chenglin Wang,as the nominee shareholder,holds 100%equity interest in Zibo Lunsheng on behalf of Xia

219、olin Wang.(9)Shurong Li,as the nominee shareholder,holds 50%equity interest in Shandong Yangxin on behalf of Haojia Liu,our controlling shareholder.Xueying Liu holds the other 50%equity interest on behalf of Mr.Haojia Liu,our controlling shareholder.(10)Xiaolin Wang holds 70%equity interest in Jinan

220、 Zhongyue,and Ruixue Qiu holds the rest 30%equity interest.6 (11)Yi Tian,as the nominee shareholder,holds 93.34%of the equity interest in Dongying Yiqun on behalf of Jun Chang.Jun Chang holds 3.33%,andYang Zhao,an unrelated third party and as the nominee shareholder,holds 3.33%equity interest in Don

221、gying Yiqun on behalf of Jun Chang.(12)Shanghai Jingrui Wangpu E-Commerce Partnership(Limited Partnership)(“Shanghai JRWP E-Commerce”)holds 70%,and Shenzhen JingruiWangpu E-Commerce Partnership(Limited Partnership)(“Shenzhen JRWP E-Commerce”),Beijing Jingrui Shangcheng Management ConsultingCo.Ltd(“B

222、eijing Jingrui Shangcheng”),and Hangzhou Jingrui Wangpu E-Commerce Partnership(Limited Partnership)(“Hangzhou JRWP E-Commerce”)each holds 10%equity interest in Zhejiang JRWP Quanwu.Investors are purchasing securities of Jingrui Wang Pu,the offshore holding company,instead of securities of the PRC af

223、filiates,including the VIEs.The VIEstructure provides opportunities to foreign investment in China-based companies where Chinese law prohibits direct foreign investment in the operatingcompanies.As a result,you may never directly hold equity interests in the VIEs.For details of our principal shareho

224、lders ownership,please refer to the beneficial ownership table in the section captioned“Principal Shareholders.”Our VIE Agreements Neither we nor our subsidiaries own any shares in the VIEs or the VIE Subsidiaries.Instead,for accounting purposes,we control and receive the economicbenefits of the VIE

225、s business operations through the VIE Agreements,which enables us to consolidate the financial results of the VIEs and the VIESubsidiaries in our consolidated financial statements under U.S.GAAP.The VIE Agreements are designed to provide Zhejiang JRWP Industrial with thepower,rights,and obligations

226、to the VIEs as set forth under the VIE Agreements.We have evaluated the guidance in Financial Accounting Standards BoardAccounting Standards Codification 810 and determined that we are regarded as the primary beneficiary of the VIEs for accounting purposes,as a result ofour direct ownership in Zheji

227、ang JRWP Industrial and the provisions of the VIE Agreements.We have consolidated the financial results of the VIEs and theVIE Subsidiaries in our consolidated financial statements in accordance with generally accepted accounting principles in the United States(“U.S.GAAP”).The VIEs contributed 100%o

228、f the Companys consolidated results of operations and cash flows for the years ended March 31,2023 and accounted for 100%of the consolidated total assets and liabilities as of March 31,2023.During the year ended March 31,2024,the Company,Bai Zhi HK,WFOE and WFOEssubsidiary Zhejiang JRWP Industrial o

229、nly recorded immaterial amount of assets and liabilities(including cash of$859,prepaid expense of$30,021,accruedexpense of$29,619 and due to related parties of$20,010 as of March 31,2024).In addition,there was no revenue generated by the Company,Bai Zhi HKand the WFOE during fiscal year 2024,and the

230、 operating expenses and net loss reported by the Company,Bai Zhi HK and the WFOE amounted toapproximately$331,520 for the year ended March 31,2024.As of September 30,2024,the Company,Bai Zhi HK,WFOE and WFOEs subsidiary ZhejiangJRWP Industrial only recorded immaterial amount of assets and liabilitie

231、s(including cash of$6,691,prepaid expense of$277,813,due from related partiesof$14,478,and due to related parties of$136,450 as of September 30,2024).In addition,there was no revenue generated by the Company,Bai Zhi HK andthe WFOE during the six months ended September 30,2024,operating expenses and

232、net loss reported by the Company,Bai Zhi HK and the WFOEamounted to approximately$351,421 for the six months ended September 30,2024.As a result,total assets and liabilities presented on the consolidatedbalance sheets and revenue,expenses,and net income presented on the consolidated statement of com

233、prehensive income as well as the cash flows fromoperating,investing and financing activities presented on the consolidated statement of cash flows are substantially the financial position,operating resultsand cash flows of the VIEs and the VIEs subsidiaries as of and for the six months ended Septemb

234、er 30,2024 and the year ended March 31,2024.Each of the VIE Agreements is described in detail below:Exclusive Business Cooperation Agreement Pursuant to the Exclusive Technology and Consulting Service Agreements between Zhejiang JRWP Industrial and the VIEs,Zhejiang JRWP Industrialprovides the VIEs

235、with exclusive technical support,consultation services and related services in the area of,including,but not limited to,human resources,intellectual property,IT,training and technical support,marketing consulting services,general advice and assistance relating to management and operation ofthe VIEs

236、business,and other consultations and services which are necessary for the VIEs business.For services rendered to the VIEs by Zhejiang JRWPIndustrial under the Exclusive Business Cooperation Agreements,Zhejiang JRWP Industrial is entitled to collect a service fee equal to 100%of the netincome of the

237、VIEs,which is the VIEs earnings before corporate income tax,being the revenues after deduction of operating costs,expenses and other taxes.In addition,during the term of the Exclusive Business Cooperation Agreements,Zhejiang JRWP Industrial shall bear all risk arising from or in connectionwith the V

238、IEs business operation,including providing financial support to the VIEs in the event that the VIEs have operating losses or insufficient funds torepay their debts.Each of the Exclusive Business Cooperation Agreements became effective upon execution by the parties thereto and shall remain effective

239、unless terminatedin accordance with its term or by Zhejiang JRWP Industrial.The Exclusive Business Cooperation Agreements do not prohibit related party transactions.Upon the establishment of the audit committee at theconsummation of this offering,our audit committee will be required to review and ap

240、prove in advance any related party transactions,including transactionsinvolving Zhejiang JRWP Industrial or the VIEs.Equity Interest Pledge Agreement Under the Equity Interest Pledge Agreements between Zhejiang JRWP Industrial and the shareholders of the VIEs,together holding 100%of the equity ineac

241、h of the VIEs,the shareholders of the VIEs pledged their equity in the VIEs to Zhejiang JRWP Industrial to guarantee the performance of the VIEsobligations under the Exclusive Business Cooperation Agreements,the Exclusive Option Agreements,and the Powers of Attorney.Under the terms of theEquity Inte

242、rest Pledge Agreements,in the event that the VIEs or the shareholders of the VIEs breach their respective contractual obligations under theExclusive Business Cooperation Agreements,the Exclusive Option Agreements,and the Powers of Attorney,Zhejiang JRWP Industrial,as pledgee,will beentitled to certa

243、in rights,including,but not limited to,the right to collect dividends generated by the pledged equity.The shareholders of the VIEs also agreedthat upon occurrence of any event of default,as set forth in the Equity Interest Pledge Agreements,Zhejiang JRWP Industrial is entitled to dispose of thepledg

244、ed equity in accordance with applicable PRC laws.The shareholders of the VIEs further agreed not to assign the pledged equity prior to the fullpayment of the service fees.Each of the Equity Interest Pledge Agreements are effective until the fulfillment of all contract obligations and the full paymen

245、t of all secured indebtednessby the shareholders of the applicable VIE and the applicable VIE under such Exclusive Business Cooperation Agreement,Exclusive Option Agreement,Power of Attorney,and Entrusted Management Service Agreement.The purposes of the Equity Interest Pledge Agreements are to(1)gua

246、rantee the performance of the VIEs obligations under the Exclusive BusinessCooperation Agreements,(2)make sure the shareholders of the VIEs do not transfer or assign the pledged equity,or create or allow any encumbrance thatwould prejudice Zhejiang JRWP Industrials interests without Zhejiang JRWP In

247、dustrials prior written consent,and(3)provide Zhejiang JRWP Industrialcontrol over the VIEs.In the event the VIEs or the shareholders of the VIEs breach their contractual obligations under the Exclusive Business CooperationAgreements,the Exclusive Option Agreements,or the Power of Attorneys,Zhejiang

248、 JRWP Industrial will be entitled to dispose of the pledged equity inaccordance with relevant PRC laws.As of the date of this prospectus,the equity pledges under the Equity Interest Pledge Agreement have not been registered with the competent PRC regulatoryauthority,and we are not aware of any actio

249、n,claim,investigation or penalty being conducted or threatened by any government authorities against any PRCoperating entity regarding not registering the equity pledges.7 Exclusive Option Agreement Under the Exclusive Option Agreements,the shareholders of the VIEs,together holding 100%of the shares

250、 in each of the VIEs,irrevocably grantedZhejiang JRWP Industrial(or its designee)an exclusive option to purchase,to the extent permitted under PRC law,once or at multiple times,at any time,part or all of the equity they hold in the applicable VIE in consideration of the payment of RMB10.The purchase

251、 price shall be the lowest price permitted bythe laws of China.Under the Exclusive Option Agreements,Zhejiang JRWP Industrial may at any time under any circumstances,purchase or have its designee purchase,at itsdiscretion,to the extent permitted under PRC law,all or part of the equity held by the sh

252、areholders of the VIEs in the VIEs.The Exclusive OptionAgreements,together with the Equity Interest Pledge Agreements,the Exclusive Business Cooperation Agreements,and the Powers of Attorney,enableZhejiang JRWP Industrial to exercise effective control over the VIEs.Each of the Exclusive Option Agree

253、ments remains effective until all the equity of the applicable VIE is legally transferred under the name of Zhejiang JRWPIndustrial and/or other entity or individual designated by it.Power of Attorney Pursuant to the Powers of Attorney,the shareholders of the VIEs unconditionally and irrevocably ent

254、rust Zhejiang JRWP Industrial or Zhejiang JRWPIndustrials designee to exercise all their rights as the shareholders of the VIEs under the articles of association of the applicable VIEs,including withoutlimitation to:(a)propose to hold a shareholders meeting in accordance with the articles of associa

255、tion of the applicable VIE and attend shareholdersmeeting of the applicable VIE as the agent and attorney of the shareholders of the applicable VIE;(b)exercise all shareholders voting rights with respect toall matters to be discussed and voted in the shareholders meeting of the applicable VIE,includ

256、ing,but not limited to,the right to designate and appoint thedirector,the chief executive officer and other senior management members of the applicable VIE;(c)exercise other voting rights the shareholders are entitledto under the laws of China promulgated from time to time;and(d)exercise other votin

257、g rights the shareholders are entitled to under the articles ofassociations of the applicable VIE from time to time.Each of the Powers of Attorney remains effective within the term during which the shareholders of the applicable VIE remain shareholders of such VIE.Spousal Consent The spouses of the

258、shareholders of the VIEs agreed,via the spousal consent letters,to the execution of the“Transaction Documents”including:(a)theEquity Interest Pledge Agreements entered into with Zhejiang JRWP Industrial and the VIEs;(b)the Exclusive Option Agreement entered into with ZhejiangJRWP Industrial and the

259、VIEs;and(c)the Powers of Attorney entered into with Zhejiang JRWP Industrial and the VIEs,and the disposal of the equity of theVIEs held by the shareholder of the VIEs and registered in his or her names.The spouses of the shareholders of the VIEs further undertook not to make any assertions in conne

260、ction with the equity of the VIEs which are held by theshareholders of the VIEs.The spouses of applicable shareholders of the VIEs confirmed that the shareholders can perform,amend,or terminate theTransaction Documents without their authorization or consent.They undertook to execute all necessary do

261、cuments and take all necessary actions to ensureappropriate performance of the agreements.Risks Associated with Our Corporate Structure and the VIE Agreements Because we do not directly hold equity interests in the VIEs and the VIE Subsidiaries,we are subject to risks and uncertainties of the interp

262、retations andapplications of PRC laws and regulations,including but not limited to,regulatory review of overseas listing of PRC companies through special purposevehicles,and the validity and enforcement of the VIE Agreements.We are also subject to the risks and uncertainties about any future actions

263、 of the PRCgovernment in this regard that could disallow the VIE structure,which would likely result in a material change in our operations,and the value of ourClass A Ordinary Shares may depreciate significantly or become worthless.The VIE Agreements have not been tested in a court of law in China

264、as of thedate of this prospectus.The VIE Agreements may not be as effective as direct ownership in providing operational control.For instance,a VIE and the shareholders of such VIEcould breach their VIE Agreements with Zhejiang JRWP Industrial by,among other things,failing to conduct their operation

265、s in an acceptable manner ortaking other actions that are detrimental to our interests.The shareholders of the VIEs may not act in the best interests of our Company or may not performtheir obligations under these contracts.Such risks exist throughout the period in which we intend to operate certain

266、portions of our business through the VIEAgreements with the VIEs.In the event that the VIEs or the shareholders of the VIEs fail to perform their respective obligations under the VIE Agreements,we may have to incur substantial costs and expend additional resources to enforce such arrangements.In add

267、ition,even if legal actions are taken to enforcesuch arrangements,there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S.courts against us or such personspredicated upon the civil liability provisions of the securities laws of the United States or any st

268、ate.See“Risk FactorsRisks Relating to Our CorporateStructureIf the PRC government deems that the contractual arrangements between Zhejiang JRWP Industrial and the VIEs do not comply with PRCregulatory restrictions on foreign investment in the relevant industries,or if these regulations or the interp

269、retation of existing regulations change in the future,we could be subject to severe penalties or be forced to relinquish our interests in those operations.”and“Risk FactorsRisks Relating to Doing Business inthe PRCOur VIE Agreements are governed by PRC law.Accordingly,these contracts would be interp

270、reted in accordance with PRC law,and any disputeswould be resolved in accordance with PRC legal procedures.”8 We are subject to certain legal and operational risks associated with being based in China,which could cause the value of our securities to significantlydecline or become worthless.PRC laws

271、and regulations governing our current business operations are sometimes vague and uncertain,and as a result theserisks may result in material changes in the operations of the VIEs and their Subsidiaries,significant depreciation or a complete loss of the value of ourClass A Ordinary Shares,or a compl

272、ete hindrance of our ability to offer,or continue to offer,our securities to investors.Recently,the PRC governmentadopted a series of regulatory actions and issued statements to regulate business operations in China with little advance notice,including cracking down onillegal activities in the secur

273、ities market,adopting new measures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopolyenforcement.As confirmed by our PRC counsel,DOCVIT,as of the date of this prospectus,we,our subsidiaries,and the VIEs and their subsidiaries have notbeen involved in any investig

274、ations related to the cybersecurity review initiated by any PRC regulatory authority,nor has any of them received any inquiry,notice,or sanction related to the cybersecurity review under the Cybersecurity Review Measures(2021 version).As confirmed by our PRC counsel,DOCVIT,we are not subject to cybe

275、rsecurity review with the CAC under the Cybersecurity Review Measures that became effective on February 15,2022,since we currently do not have over one million users personal information and do not anticipate that we will be collecting over one million users personalinformation in the foreseeable fu

276、ture,which we understand might otherwise subject us to the Cybersecurity Review Measures;we are also not subject tonetwork data security review by the CAC if the Security Administration Draft are enacted as proposed,since we currently do not have over one millionusers personal information and do not

277、 collect data that affects or may affect national security and we do not anticipate that we will be collecting over onemillion users personal information or data that affects or may affect national security in the foreseeable future,which we understand might otherwise subjectus to the Security Admin

278、istration Draft.See“Risk FactorsRisks Related to Our Business and IndustryThe PRC operating entities may become subject todifferent laws and regulations in the PRC regarding privacy,data security,cybersecurity,and data protection.They may be liable for improper use orappropriation of personal inform

279、ation provided by their customers.”9 On February 17,2023,CSRC promulgated the New Administrative Rules Regarding Overseas Listings,which came into effect on March 31,2023.The NewAdministrative Rules Regarding Overseas Listings refine the regulatory system for domestic companys overseas offering and

280、listing by subjecting bothdirect and indirect overseas offering and listing activities to the filing-based administration,and clearly defines the circumstances where provisions for directand indirect overseas offering and listing apply and relevant regulatory requirements.According to the New Admini

281、strative Rules Regarding OverseasListings,we are required to file with the CSRC.We filed with the CSRC on May 9,2024,received the first round of comments from the CSRC on June 4,2024 and responded to CSRCs comments on July 15,2024,and received the second round of comments from the CSRC on August 27,

282、2024 and respondedon September 6,2024.See“Prospectus SummaryPermits or Filing Procedure Required from the PRC Authorities,”“Risk FactorsRisks Relating toDoing Business in the PRC The approval,filing,or other procedures of the CSRC or other PRC regulatory authorities may be required in connection wit

283、hthis offering under PRC laws,regulations,and rules,”and“RegulationsRegulations on Overseas Listings.”In addition,our Class A Ordinary Shares may be prohibited from trading on a national exchange under the Holding Foreign Companies Accountable Act ifthe PCAOB is unable to inspect our auditors for tw

284、o consecutive years beginning in 2022.On December 16,2021,the PCAOB issued a report on itsdeterminations that it was unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and inHong Kong,a Special Administrative Region of the PRC,because

285、 of positions taken by PRC authorities in those jurisdictions.Our auditor,Simon&Edward,is an independent registered public accounting firm with the PCAOB and has been inspected by the PCAOB on a regular basis,with the lastinspection in April 2023.Our auditor is not headquartered in China or Hong Kon

286、g and was not identified in this report as a firm subject to the PCAOBsdetermination.As a firm registered with the PCAOB,Simon&Edward is subject to laws in the United States which provide that the PCAOB shall conductregular inspections to assess the auditors compliance with the applicable profession

287、al standards.The PCAOB currently has access to inspect the workingpapers of our auditor.As such,as of the date of this prospectus,this offering is not affected by the HFCA Act and related regulations.However,there is a riskthat our auditor cannot be inspected by the PCAOB in the future.If trading in

288、 our Class A Ordinary Shares is prohibited under the Holding ForeignCompanies Accountable Act in the future because the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time,Nasdaqmay determine to delist our Class A Ordinary Shares and trading in our Class A Or

289、dinary Shares could be prohibited.On August 26,2022,the CSRC,theMOF,and the PCAOB signed the Protocol,governing inspections and investigations of accounting firms based in mainland China and Hong Kong,takingthe first step toward opening access for the PCAOB to inspect and investigate registered publ

290、ic accounting firms headquartered in mainland China and HongKong.Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC,the PCAOB shall have independent discretion to select any issuer auditsfor inspection or investigation and has the unfettered ability to transfer information

291、to the SEC.On December 15,2022,the PCAOB Board determined thatthe PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and HongKong and voted to vacate its previous determinations to the contrary.However,should PRC aut

292、horities obstruct or otherwise fail to facilitate the PCAOBsaccess in the future,the PCAOB Board will consider the need to issue a new determination.On December 29,2022,President Biden signed into law theConsolidated Appropriations Act,amending the HFCA Act and requiring the SEC to prohibit an issue

293、rs securities from trading on any U.S.stock exchangeif its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years.The PCAOB continues to demand completeaccess in mainland China and Hong Kong moving forward and is making plans to resume regular inspec

294、tions in early 2023 and beyond,as well as tocontinue pursuing ongoing investigations and initiate new investigations as needed.The PCAOB has also indicated that it will act immediately to considerthe need to issue new determinations with the HFCA Act,if needed.See“Risk FactorsRisks Relating to Doing

295、 Business in the PRC The Class AOrdinary Shares may be delisted under the HFCA Act if the PCAOB is unable to inspect auditors or their affiliates that are located in mainland China.Thedelisting of the Class A Ordinary Shares,or the threat of such delisting,may materially and adversely affect the val

296、ue of your investment.Additionally,theinability of the PCAOB to conduct inspections deprives our investors of the benefits of such inspections.”10 Summary of Risk Factors Investing in our Class A Ordinary Shares involves significant risks.You should carefully consider all of the information in this

297、prospectus before making aninvestment in our Class A Ordinary Shares.Below please find a summary of the principal risks we face,organized under relevant headings.These risks arediscussed more fully in the section titled“Risk Factors.”Risks Relating to Doing Business in the PRC(for a more detailed di

298、scussion,see“Risk FactorsRisks Relating to Doing Business in the PRC”beginningon page 26 of this prospectus)We face risks and uncertainties relating to doing business in the PRC in general,including,but not limited to,the following:the approval,filing,or other procedures of the CSRC or other PRC reg

299、ulatory authorities may be required in connection with this offering underPRC laws,regulations,and rules.See“Risk FactorsRisks Relating to Doing Business in the PRCThe approval,filing,or other procedures ofthe CSRC or other PRC regulatory authorities may be required in connection with this offering

300、under PRC laws,regulations,and rules.”on page 26of this prospectus;the M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors,which could make it more difficult for us to pursue growth through acquisitions in China.See

301、“Risk FactorsRisks Relating to Doing Business inthe PRCThe M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreigninvestors,which could make it more difficult for us to pursue growth through acquisitions in China.”on page 27 of t

302、his prospectus;the PRC operating entities may become subject to different laws and regulations in the PRC regarding privacy,data security,cybersecurity,and dataprotection.They may be liable for improper use or appropriation of personal information provided by their customers.See“Risk FactorsRisksRel

303、ating to Doing Business in the PRCThe PRC operating entities may become subject to different laws and regulations in the PRC regardingprivacy,data security,cybersecurity,and data protection.They may be liable for improper use or appropriation of personal information provided bytheir customers.”on pa

304、ge 28 of this prospectus;the Foreign Investment Law of the Peoples Republic of China(the“FIL”)may impact our current corporate structure,corporate governance,andbusiness operations.See“Risk FactorsRisks Relating to Doing Business in the PRCThe Foreign Investment Law of the Peoples Republic ofChina(t

305、he“FIL”)may impact our current corporate structure,corporate governance,and business operations.”on page 29 of this prospectus;we are subject to the PRC laws and regulations which may change in the future.There are risks and uncertainties regarding the enforcement of lawsand rules and regulations in

306、 the PRC can change quickly with little advance notice Any non-compliance thereof could materially and adverselyaffect us.See“Risk FactorsRisks Relating to Doing Business in the PRCWe are subject to the PRC laws and regulations which may change inthe future.Any non-compliance thereof could materiall

307、y and adversely affect us.”on page 29 of this prospectus;our VIE Agreements are governed by PRC law.Accordingly,these contracts would be interpreted in accordance with PRC law,and any disputeswould be resolved in accordance with PRC legal procedures.See“Risk FactorsRisks Relating to Doing Business i

308、n the PRCOur VIEAgreements are governed by PRC law.Accordingly,these contracts would be interpreted in accordance with PRC law,and any disputes would beresolved in accordance with PRC legal procedures.”on page 30 of this prospectus;the PRC government exerts substantial influence over the manner in w

309、hich the PRC operating entities conduct their business activities.The PRCgovernment may also intervene or influence the PRC operating entities operations and this offering at any time,which could result in a materialchange in the PRC operating entities operations and our Class A Ordinary Shares coul

310、d decline in value or become worthless.See“The PRCgovernment exerts substantial influence over the manner in which the PRC operating entities conduct their business activities.The PRC governmentmay also intervene or influence the PRC operating entities operations and this offering at any time,which

311、could result in a material change in thePRC operating entities operations and our Class A Ordinary Shares could decline in value or become worthless.”on page 30 of this prospectus;recent negative publicity surrounding China-based companies listed in the United States may negatively impact the tradin

312、g price of the Class AOrdinary Shares.See“Risk FactorsRisks Relating to Doing Business in the PRCRecent negative publicity surrounding China-based companieslisted in the United States may negatively impact the trading price of the Class A Ordinary Shares.”on page 31 of this prospectus;11 the Class A

313、 Ordinary Shares may be delisted under the HFCA Act if the PCAOB is unable to inspect auditors or their affiliates that are located inmainland China.The delisting of the Class A Ordinary Shares,or the threat of such delisting,may materially and adversely affect the value of yourinvestment.Additional

314、ly,the inability of the PCAOB to conduct inspections deprives our investors of the benefits of such inspections.See“RiskFactorsRisks Relating to Doing Business in the PRCThe Class A Ordinary Shares may be delisted under the HFCA Act if the PCAOB is unableto inspect auditors or their affiliates that

315、are located in mainland China.The delisting of the Class A Ordinary Shares,or the threat of such delisting,may materially and adversely affect the value of your investment.Additionally,the inability of the PCAOB to conduct inspections deprives ourinvestors of the benefits of such inspections.”on pag

316、e 31 of this prospectus;PRC regulation of loans to,and direct investments in,PRC entities by offshore holding companies may delay or prevent us from making loans oradditional capital contributions to our PRC affiliates and thereby prevent us from funding our business.See“Risk FactorsRisks Relating t

317、o DoingBusiness in the PRCPRC regulation of loans to,and direct investments in,PRC entities by offshore holding companies may delay or prevent usfrom making loans or additional capital contributions to our PRC affiliates and thereby prevent us from funding our business.”on page 32 of thisprospectus;

318、our business may be negatively affected by the potential obligations to make additional social insurance and housing fund contributions.See“RiskFactorsRisks Relating to Doing Business in the PRCOur business may be negatively affected by the potential obligations to make additionalsocial insurance an

319、d housing fund contributions.”on page 32 of this prospectus;it may be difficult for overseas regulators to conduct investigations or collect evidence.See“Risk FactorsRisks Relating to Doing Business in thePRCIt may be difficult for overseas regulators to conduct investigations or collect evidence.”o

320、n page 33 of this prospectus;we may rely on dividends and other distributions on equity paid by our PRC affiliates to fund any cash and financing requirements we may have,and any limitation on the ability of our PRC affiliates to make payments to us could have a material and adverse effect on our ab

321、ility to conduct ourbusiness.See“Risk FactorsRisks Relating to Doing Business in the PRCWe may rely on dividends and other distributions on equity paid byour PRC affiliates to fund any cash and financing requirements we may have,and any limitation on the ability of our PRC affiliates to makepayments

322、 to us could have a material and adverse effect on our ability to conduct our business.”on page 33 of this prospectus;to the extent cash or assets in the business is in PRC or Hong Kong or an entity incorporated in PRC or Hong Kong,the funds or assets may not beavailable to fund operations or for ot

323、her use outside of PRC or Hong Kong due to the imposition of restrictions and limitations on the ability of us,our subsidiaries,or the consolidated VIEs by the PRC regulatory authority within their scope of authority to transfer cash or assets.See“RiskFactorsRisks Relating to Doing Business in the P

324、RCTo the extent cash or assets in the business is in PRC or Hong Kong or an entityincorporated in PRC or Hong Kong,the funds or assets may not be available to fund operations or for other use outside of PRC or Hong Kong dueto the imposition of restrictions and limitations on the ability of us,our su

325、bsidiaries,or the consolidated VIEs by the PRC regulatory authoritywithin their scope of authority to transfer cash or assets.”on page 33 of this prospectus;we may be deemed to be a PRC resident enterprise under the Enterprise Income Tax Law,and be subject to the PRC taxation on our worldwideincome,

326、which may significantly increase our income tax expenses and materially decrease our profitability.See“Risk FactorsRisks Relating toDoing Business in the PRCWe may be deemed to be a PRC resident enterprise under the Enterprise Income Tax Law,and be subject to the PRCtaxation on our worldwide income,

327、which may significantly increase our income tax expenses and materially decrease our profitability.”on page 33of this prospectus;we face uncertainties in the PRC with respect to indirect transfer of equity interests in our PRC subsidiaries.See“Risk FactorsRisks Relating toDoing Business in the PRCWe

328、 face uncertainties in the PRC with respect to indirect transfer of equity interests in our PRC subsidiaries.”onpage 34 of this prospectus;we are subject to the PRC laws and regulations in respect of currency conversion.See“Risk FactorsRisks Relating to Doing Business in the PRCWe are subject to the

329、 PRC laws and regulations in respect of currency conversion.”on page 34 of this prospectus;and PRC regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our PRCaffiliates to liability or penalties,limit our ability to inject capi

330、tal into our PRC affiliates or limit our PRC affiliates ability to increase theirregistered capital or distribute profits.See“Risk FactorsRisks Relating to Doing Business in the PRCPRC regulations relating to investmentsin offshore companies by PRC residents may subject our PRC-resident beneficial o

331、wners or our PRC affiliates to liability or penalties,limit ourability to inject capital into our PRC affiliates or limit our PRC affiliates ability to increase their registered capital or distribute profits.”on page 34of this prospectus.Risks Related to Our Business and Industry(for a more detailed

332、 discussion,see“Risk FactorsRisks Related to Our Business and Industry”beginning onpage 35 of this prospectus)We are subject to risks and uncertainties related to our corporate structure,including,but not limited to,the following:our PRC operating entities may be unable to achieve or maintain profit

333、ability.See“Risk FactorsRisks Related to Our Business and IndustryOur PRC operating entities may be unable to achieve or maintain profitability.”on page 35 of this prospectus;the industries in which the PRC operating entities operate are highly competitive and fragmented;demand for their products and services coulddecrease if they are not able to compete effectively.See“Risk FactorsRisks Related t