《「中国太阳能光伏企业」斯凯蒙太阳能Skycorp Solar （PN）美股IPO上市招股说明书 F-1「NASDAQ」（修订版）（英文版）（362页）.pdf》由会员分享，可在线阅读，更多相关《「中国太阳能光伏企业」斯凯蒙太阳能Skycorp Solar （PN）美股IPO上市招股说明书 F-1「NASDAQ」（修订版）（英文版）（362页）.pdf（362页珍藏版）》请在三个皮匠报告上搜索。

1、F-1/A 1 ea0207046-10.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on December 31,2024Registration No.333-282996UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_Amendment No.2 ToFORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_Skyc

2、orp Solar Group Limited(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)_Cayman Islands 4931 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.Employer

3、Identification number)Room 303,Block B,No.188 Jinghua Road,Yinzhou District,Ningbo City,Zhejiang Province,China 315048+86 0574 87966876(Address,includingzipcode,andtelephonenumber,includingareacode,ofRegistrantsprincipalexecutiveof_Cogency Global Inc.122 East 42nd Street,18th FloorNewYork,NY10168+1

4、212 947-7200(Name,address,including zip code,and telephone number,including area code,ofagent for service)_Copies to:William S.Rosenstadt,Esq.Mengyi“Jason”Ye,Esq.Yuning“Grace”Bai,Esq.Ortoli Rosenstadt LLP366 Madison Avenue,3rd Floor Ying Li,Esq.Guillaume de Sampigny,Esq.Hunter Taubman Fischer&Li LLC

5、950 Third Avenue,19th FloorNewYork,NY 10022NewYork,NY10017+1 212 588-0022+1 212530-2206_Approximate date of commencement of proposed sale to the public:As soon as practicable after thisregistration statement becomes effective.If any of the securities being registered on this Form are to be offered o

6、n a delayed or continuous basispursuant to Rule415 under the Securities Actof1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule462(b)underthe Securities Act,please check the following box and list the Securities Act registration stat

7、ement number ofthe earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(c)under the Securities Act,checkthe following box and list the Securities Act registration statement number of the earlier effectiveregistration stat

8、ement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(d)under the Securities Act,checkthe following box and list the Securities Act registration statement number of the earlier effectiveregistration statement for the same offering.Indicate by check mark whe

9、ther the registrant is an emerging growth company as defined in Rule405 of theSecurities Actof1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended tra

10、nsition period for complyingwith 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 FinancialAccounting Standards Board to its Accounting Standards Cod

11、ification after April5,2012.The Registrant hereby amends this registration statement on such date or dates as may be necessary todelay its effective date until the Registrant shall file a further amendment which specifically states thatthis registration statement shall thereafter become effective in

12、 accordance with Section 8(a)of theSecurities Actof1933,as amended,or until the registration statement shall become effective on such dateas the Commission,acting pursuant to said Section8(a),may determine.Table of ContentsThe information in this preliminary prospectus is not complete and may bechan

13、ged.We may not sell these securities until the registration statementfiled with the U.S.Securities and Exchange Commission is effective.Thispreliminary prospectus is not an offer to sell these securities and we arenot soliciting offers to buy these securities in any jurisdiction where theoffer or sa

14、le is not permitted.PRELIMINARY PROSPECTUS SUBJECTTOCOMPLETION,DATEDDECEMBER31,20242,000,000 Ordinary SharesSkycorp Solar Group LimitedThis is the initial public offering on a firm commitment basis of our ordinaryshares,par value$0.0001 per share(“Ordinary Shares”).Prior to this offering,there has b

15、een no public market for our Ordinary Shares.We expect the initial publicoffering price to be in the range of$4.00 to$5.00 per Ordinary Share.We haveapplied to list our Ordinary Shares on the Nasdaq Capital Market(“Nasdaq”)underthe symbol“PN.”We cannot guarantee that we will be successful in listing

16、 ourOrdinary Shares on Nasdaq;however,we will not complete this offering unless we areso listed.Throughout this prospectus,unless the context indicates otherwise,references to“we,”“us,”“our,”“Skycorp Cayman,”and“our Company,”refer to SkycorpSolar Group Limited,a Cayman Islands exempted company,and w

17、hen describing SkycorpCaymans consolidated financial information for the fiscalyears endedSeptember30,2024 and 2023,also includes Skycorp Caymans subsidiaries.Referencesto“PRC subsidiaries”are to Ningbo eZsolar Co.,Ltd.(“Ningbo WFOE”),GuangzhouSkycorp Consulting Co.,Ltd.(“Guangzhou WFOE”),and their

18、subsidiaries.Referencesto“operating subsidiaries”are to Ningbo Skycorp Solar Co.,Ltd.(“NingboSkycorp”)and its subsidiaries.Unless otherwise indicated,all share amounts and per share amounts in thisprospectus have been presented giving effect to a forward split of our OrdinaryShares at a ratio of 1-f

19、or-10,000,with the Companys authorized share capitalremaining at$50,000,divided into 500,000,000 Ordinary Shares with a par value of$0.0001 and the surrender of 475,000,000 Ordinary Shares,all of which were approvedby our shareholders and board of directors on October 21,2024.Skycorp Cayman is a Cay

20、man Islands holding company,not a Chinese operatingcompany.As a holding company with no material operations of its own,it conducts allof its operations and operates its business in China through Ningbo Skycorp and itssubsidiaries.Because of our corporate structure as a Cayman Islands holding company

21、with operations conducted by our PRC operating subsidiaries,it involves unique risksto investors.Furthermore,Chinese regulatory authorities could change the rules andregulations regarding foreign ownership in the industry in which our operatingsubsidiaries operate,which would likely result in a mate

22、rial change in the operatingsubsidiaries operations and/or the value of the securities we are registering forsale,including causing the value of such securities to significantly decline orbecome worthless.Investors in our Ordinary Shares should be aware that they do notdirectly hold equity interests

23、 in the Chinese operating subsidiaries but rather arepurchasing equity interests solely in Skycorp Cayman,a Cayman Islands holdingcompany,which indirectly owns equity interests in the PRC subsidiaries.Our OrdinaryShares offered in this offering are shares of our Cayman Islands holding companyinstead

24、 of shares of our subsidiaries in China.See“Risk FactorsRisks Relatedto Doing Business in ChinaWe are required to fulfill the Trial Measures filingprocedures and report relevant information to the CSRC;and,since the interpretationand implementation of the new regulations are still evolving,we cannot

25、 assure youthat we will be able to complete the filings for this offering and any futureofferings,and fully comply with the relevant new rules on a timely basis,if atall”on page 17.We are both an“emerging growth company”and a“foreign private issuer”asdefined under the U.S.federal securities laws and

26、,as such,may elect to complywith certain reduced public company reporting requirements for this and futurefilings.See“Prospectus Summary Implications of Being an Emerging GrowthCompany”and“Prospectus Summary Implications of Being a Foreign PrivateIssuer”on page 14 for additional information.Investin

27、g in our Ordinary Shares involves a high degree of risk.Beforebuying any Ordinary Shares,you should carefully read the discussion ofmaterial risks of investing in our Ordinary Shares in“Risk Factors”beginning onpage17 of this prospectus.Because the Company conducts all of its operations in China thr

28、ough its operatingsubsidiaries,we are subject to certain legal and operational risks associated withthe operations in China,including changes in the legal,political,and economicpolicies of the Chinese government,the relationship between China andUnitedStates,or Chinese or UnitedStates regulations ma

29、y materially and adverselyaffect our business,financial condition and results of operations.The Chinesegovernment may intervene or influence our operations at any time,or may exert morecontrol over offerings conducted overseas and/or foreign investment in China-basedissuers,which could result in a m

30、aterial change in our operating subsidiariesoperations and/or the value of our Ordinary Shares or could significantly limit orcompletely hinder our ability to offer or continue to offer securities to investorsand cause the value of our Ordinary Shares to significantly decline or becomeworthless.Tabl

31、e of ContentsRecently,the PRC government initiated a series of regulatory actions andstatements to regulate business operations in China,which may be changed from timeto time,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companies liste

32、d overseas using variableinterest entity structure,adopting new measures to extend the scope of cybersecurityreviews,and expanding the efforts in anti-monopoly enforcement.In the opinion of our PRC counsel,Jiangsu Junjin Law Firm,we are not subject tocybersecurity review with the Cyberspace Administ

33、ration of China,or the“CAC,”after the Measures for Cybersecurity Review(2021 version)became effective onFebruary15,2022,since we currently do not have over one million users personalinformation and do not anticipate that we will be collecting over one million userspersonal information in the foresee

34、able future,which we understand might otherwisesubject us to the Measures for Cybersecurity Review(2021 version);we are also notsubject to network data security review by the CAC if the Draft Regulations on theNetwork Data Security Administration are enacted as proposed,since we currently donot have

35、 over one million users personal information and do not collect data thataffects or may affect national security and we do not anticipate that we will becollecting over one million users personal information or data that affects or mayaffect national security in the foreseeable future,which we under

36、stand mightotherwise subject us to the Data Security Administration Draft.See“RiskFactorsRisks Related to Doing Business in ChinaRecent greater oversight bythe CAC over data security,particularly for companies seeking to list on a foreignexchange,could adversely impact our business and our offering”

37、on page 21.Inaddition,as of the date of this prospectus,our operating subsidiaries operationsare conducted entirely in mainland China.Our Hong Kong subsidiary,GreenHashLimited,is an intermediate holding company with no business operation.However,since Hong Kong is a special administrative region of

38、China,the legal andoperational risks associated with operating in China also apply to operations in HongKong.See“Risk Factors Risks Related to Doing Business in China Our Hong Kongsubsidiary is currently an intermediate holding company with no business operations.However,the PRC laws and regulations

39、 governing businesses in the PRC may also beapplicable to our business operations in Hong Kong.”As of the date of this prospectus,our Hong Kong subsidiary is currently anintermediate holding company with no business operations.However,the PRC laws andregulations governing businesses in the PRC may a

40、lso be applicable to our businessoperations in Hong Kong.These laws are sometimes vague and uncertain,and as aresult,the legal and operational risks of operating in China could extend tobusinesses operating in Hong Kong,including any future operations of our Hong Kongsubsidiary.We may become subject

41、 to a variety of PRC laws and regulations,such as thoseregarding privacy,data security,cybersecurity,and data protection,which may alsoapply to any future operations in Hong Kong.These laws and regulations arecontinuously evolving and developing,and the scope and interpretation of the lawsthat are o

42、r may be applicable to us are often uncertain and may be conflicting,particularly with respect to foreign laws.In particular,there are numerous laws andregulations regarding privacy and the collection,sharing,use,processing,disclosure,and protection of personal information and other user data.Such l

43、aws andregulations often vary in scope,may be subject to differing interpretations,and maybe inconsistent among different jurisdictions.The national laws adopted by the PRC are generally not applicable to Hong Kongaccording to the Basic Law of the Hong Kong Special Administrative Region(the“Basic La

44、w”),which came into effect on July 1,1997.The Basic Law is theconstitutional document of Hong Kong,as it sets out the PRCs basic policiesregarding Hong Kong.The principle of“one country,two systems,”which is aprominent feature of the Basic Law,dictates that Hong Kong will retain its uniquecommon law

45、 and capitalist system for 50 years after the handover in 1997.Under theprinciple of“one country,two systems,”Hong Kongs legal system,which isdifferent from that of the PRC,is based on the common law supplemented by statutes.According to Article 18 of the Basic Law,national laws adopted by the PRC s

46、hallnot be applied in Hong Kong,except for those listed in Annex III to the Basic Law,such as the laws in relation to the national flag,national anthem,and diplomaticprivileges and immunities.Further,there is no legislation stating that the laws inHong Kong should be commensurate with those in the P

47、RC.Despite the foregoing,thelegal and operational risks of operating in China could still apply to any futurebusiness operations in Hong Kong.There remains uncertainty as to how the various PRC laws will be interpreted orimplemented and whether the PRC regulatory agencies may adopt new laws,regulati

48、ons,rules,or detailed implementation and interpretation related to various laws,and asto the applicability of PRC laws to any future business operations in Hong Kong.Ifany such new laws,regulations,rules,or implementation and interpretation come intoeffect,we will take all reasonable measures and ac

49、tions to comply and to minimizethe adverse effect of such laws on us.However,there can be no assurance that anynew PRC laws,regulations,rules,implementation,or interpretation will not have anadverse effect on any future business operations of our Hong Kong subsidiary.Recent statements by the PRC reg

50、ulatory authorities have indicated an intent toimpose more oversight and supervision over offerings conducted overseas and/orforeign investment in China-based issuers.On February 17,2023,the ChinaSecurities Regulatory Commission,or the CSRC released a set of new regulations whichconsists of the Tria

51、l Administrative Measures Table of Contentsof Overseas Securities Offering and Listing by Domestic Companies,or the TrialMeasures,and five supporting guidelines,which came into effect on March31,2023.On the same date,the CSRC also released the Notice on the Arrangements for theFiling Management of O

52、verseas Listing of Domestic Companies,or the Notice.The TrialMeasures refine the regulatory system by subjecting both direct and indirect overseasoffering and listing activities to the CSRC filing-based administration.Requirementsfor filing entities,time points and procedures are specified.A PRC dom

53、estic companythat seeks to offer and list securities in overseas markets shall fulfill the filingprocedure with the CSRC per the requirements of the Trial Measures.Where a PRCdomestic company seeks to indirectly offer and list securities in overseas markets,the issuer shall designate a major domesti

54、c operating entity,which shall,as thedomestic responsible entity,file with the CSRC.The Trial Measures also lay outrequirements for the reporting of material events.Breaches of the Trial Measures,such as offering and listing securities overseas without fulfilling the filingprocedures,shall bear lega

55、l liabilities,including a fine between RMB 1.0million(approximately$150,000)and RMB 10.0million(approximately$1.5million),and theTrial Measures heighten the cost for offenders by enforcing accountability withadministrative penalties and incorporating the compliance status of relevant marketparticipa

56、nts into the Securities Market Integrity Archives.In the opinion of our PRCcounsel,Jiangsu Junjin Law Firm,we are required to file with the CSRC withinthree business days after submitting the application documents for offering andlisting in the U.S.,and this offering is contingent upon the completio

57、n of ourfiling with the CSRC.We have duly completed the required filings with the CSRC forthis offering in accordance with the requirements under the Trial Measures.The CSRCpublished the notification on our completion of the required filing procedures forthis offering on the CSRC website on April 2,

58、2024.The Trial Measures and Noticewere newly published and are subject to change from time to time.Any failure orperceived failure of us to fully comply with such new regulatory requirements couldsignificantly limit or completely hinder our ability to offer or continue to offersecurities to investor

59、s,cause significant disruption to our business operations,andseverely damage our reputation,which could materially and adversely affect ourfinancial condition and results of operations and could cause the value of oursecurities to significantly decline or become worthless.See“Risk FactorsRisksRelate

60、d to Doing Business in ChinaWe are required to fulfill the Trial Measuresfiling procedures and report relevant information to the CSRC;and,since theinterpretation and implementation of the new regulations are still evolving,wecannot assure you that we will be able to complete the filings for this of

61、fering andany future offerings,and fully comply with the relevant new rules on a timely basis,if at all”on page 17.As of the date of this prospectus,according to our PRC counsel,Jiangsu JunjinLaw Firm,although we are required to complete the filing procedure in connectionwith our offering(including

62、this offering and any subsequent offering)and listingunder the Trial Measures,no relevant PRC laws or regulations in effect require thatwe obtain permission from any PRC authorities to issue securities to foreigninvestors,and we have not received any inquiry,notice,warning,sanction,or anyregulatory

63、objection to this offering from the CSRC,the CAC,or any other PRCauthorities that have jurisdiction over our operating subsidiaries operations.The Standing Committee of the National Peoples Congress,or the SCNPC,or otherPRC regulatory authorities may in the future promulgate laws,regulations orimple

64、menting rules that require our Company or any of our subsidiaries to obtainregulatory approval from Chinese authorities before listing in the U.S.In otherwords,although the Company has not received any denial to list on theU.S.exchange,our operating subsidiaries operations could be adversely affecte

65、d,directly or indirectly;our ability to offer,or continue to offer,securities toinvestors would be potentially hindered and the value of our securities mightsignificantly decline or become worthless,by existing or future laws and regulationsrelating to its business or industry or by influence or int

66、erruption by PRCgovernmental authorities,if we or our subsidiaries(i)do not receive or maintainsuch permissions or approvals,(ii)inadvertently conclude that such permissions orapprovals are not required,and(iii)applicable laws,regulations,orinterpretations change and we are required to obtain such p

67、ermissions or approvals inthe future.See“Risk Factors Risks Related to Doing Business in China”beginning on page 17 and“Risks Related to this Offering and Ownership of OurOrdinary Shares”beginning on page 35 of this prospectus for a discussion of theselegal and operational risks and information that

68、 should be considered before making adecision to purchase our Ordinary Shares.Pursuant to the Holding Foreign Companies Accountable Act,or the HFCAA,if thePublic Company Accounting Oversight Board,or the PCAOB,is unable to inspect anissuers auditors for two consecutiveyears,the issuers securities ar

69、e prohibitedfrom trading on a U.S.stock exchange.On June22,2021,the U.S.Senate passed theAccelerating Holding Foreign Companies Accountable Act,and on December29,2022,legislation entitled“Consolidated Appropriations Act,2023”was signed into law byPresident Biden,which contained,among other things,an

70、 identical provision to theAccelerating Holding Foreign Companies Accountable Act and amended the HFCAA byrequiring the SEC to prohibit an issuers securities from trading on any U.S.stockexchanges if its auditor is not subject to PCAOB inspections for twoconsecutiveyears instead of three,thus reduci

71、ng the time period for triggering theprohibition on trading.The PCAOB issued a Determination Report on December16,2021which found that the PCAOB is Table of Contentsunable to inspect or investigate completely registered public accounting firmsheadquartered in mainland China or HongKong because of a

72、position taken by one ormore authorities in mainland China or HongKong.Furthermore,the PCAOBs reportidentified the specific registered public accounting firms which are subject to thesedeterminations.On August 26,2022,the PCAOB announced that it had signed aStatement of Protocol(the“SOP”)with the CS

73、RC and the Ministry of Finance ofChina,or the MOF.The SOP,together with two protocol agreements governinginspections and investigations(together,the“SOP Agreement”),establishes aspecific,accountable framework to make possible complete inspections andinvestigations by the PCAOB of audit firms based i

74、n mainland China and HongKong,asrequired under U.S.law.On December15,2022,the PCAOB announced that it was ableto secure complete access to inspect and investigate PCAOB-registered publicaccounting firms headquartered in mainland China and HongKong completely in 2022.The PCAOB Board vacated its previ

75、ous 2021 determinations that the PCAOB was unable toinspect or investigate completely registered public accounting firms headquartered inmainland China and HongKong.However,whether the PCAOB will continue to be able tosatisfactorily conduct inspections of PCAOB-registered public accounting firmshead

76、quartered in mainland China and Hong Kong is subject to uncertainties anddepends on a number of factors out of our and our auditors control.The PCAOBcontinues to demand complete access in mainland China and HongKong moving forwardand was making plans to resume regular inspections in early 2023 and b

77、eyond,as wellas to continue pursuing ongoing investigations and initiate new investigations asneeded.The PCAOB has also indicated that it will act immediately to consider theneed to issue new determinations with the HFCAA if needed.As of the date of the prospectus,our auditor,Pan-China Singapore,the

78、independent registered public accounting firm that issued the audit report includedin this prospectus,is subject to PCAOB inspections.Pan-China Singapore isheadquartered in Singapore and there are no limitations in Singapore on PCAOBinspections.Therefore,the Company believes that,as of the date of t

79、his prospectus,its auditor is not subject to the determinations announced by the PCAOB onDecember 16,2021 relating to the PCAOBs inability to inspect or investigatecompletely registered public accounting firms headquartered in mainland China orHongKong because of a position taken by one or more auth

80、orities in mainland Chinaor HongKong.However,to the extent that the Companys auditors work papers may,in the future,become located in China,such work papers will not be subject toinspection by the PCAOB because the PCAOB is currently unable to conduct inspectionswithout the approval of the Chinese a

81、uthorities.Inspections of certain other firmsthat the PCAOB has conducted outside of China have identified deficiencies in thosefirms audit procedures and quality control procedures,which may be addressed aspart of the inspection process to improve future audit quality.In addition tosubjecting the C

82、ompanys securities to the possibility of being prohibited fromtrading or delisted from a US exchange,the inability of the PCAOB to conductinspections of the Companys auditors work papers in China would make it moredifficult to evaluate the effectiveness of its auditors audit procedures or qualitycon

83、trol procedures as compared to auditors outside of China that are subject to PCAOBinspections.As a result,the Companys investors would be deprived of the benefitsof the PCAOBs oversight of its auditor through such inspections and they may loseconfidence in the Companys reported financial information

84、 and procedures and thequality of its financial statements.The Company cannot assure you whether Nasdaq orother regulatory authorities will apply additional or more stringent criteria to it.Such uncertainty could cause the market price of the Companys Ordinary Shares to bematerially and adversely af

85、fected.See“Risk Factors Risks Related to DoingBusiness in ChinaThe recent joint statement by the SEC and PCAOB,proposed rulechanges submitted by Nasdaq,and the HFCAA all call for additional and more stringentcriteria to be applied to emerging market companies upon assessing the qualificationof their

86、 auditors,especially the non-U.S.auditors who are not inspected by thePCAOB.These developments could add uncertainties to our offering”on page 27.We currently do not maintain any cash management policies that dictate thepurposes,amounts and procedures form cash transfers among the Company,oursubsidi

87、aries,or investors.Rather,as of the date of this prospectus,funds can betransferred in accordance with the applicable PRC laws and regulations.To the extentcash or assets in the business is in mainland China or Hong Kong or an entityincorporated in mainland China or Hong Kong,the funds or assets may

88、 not be availableto fund operations or for other use outside of mainland China or HongKong due tothe imposition of restrictions and limitations on the ability of us or oursubsidiaries by the PRC government to transfer cash or assets.See“RiskFactors Risks Related to Doing Business in China To the ext

89、ent cash orassets in the business is in the PRC or HongKong or a PRC or HongKong entity,thefunds or assets may not be available to fund operations or for other use outside ofthe PRC or Hong Kong due to regulations or the imposition of restrictions andlimitations on the ability of us or our subsidiar

90、ies by the PRC government totransfer cash or assets”on page 24.Under existing PRC foreign exchange regulations,payment of current accountitems,such as profit distributions and trade and service-related foreign exchangetransactions,can be made in foreign currencies without prior approval from the Sta

91、teAdministration of Foreign Exchange,or the SAFE,by complying with certain proceduralrequirements.Table of ContentsTherefore,our PRC subsidiaries are able to pay dividends in foreign currencies to uswithout prior approval from SAFE,subject to the condition that the remittance ofsuch dividends outsid

92、e of the PRC complies with certain procedures under PRC foreignexchange regulations,such as the overseas investment registrations by ourshareholders or the ultimate shareholders of our corporate shareholders who are PRCresidents.Approval from,or registration with,appropriate government authoritiesis

93、,however,required where the RMB is to be converted into foreign currency andremitted out of China to pay capital expenses such as the repayment of loansdenominated in foreign currencies.The PRC government may also at its discretionrestrict access in the future to foreign currencies for current accou

94、nt transactions.Current PRC regulations permit our PRC subsidiaries to pay dividends to the Companyonly out of their accumulated profits,if any,determined in accordance with Chineseaccounting standards and regulations.As of the date of this prospectus,there are norestrictions or limitations imposed

95、by the HongKong government on the transfer ofcapital within,into and out of Hong Kong(including funds from Hong Kong tomainland China),except for the transfer of funds involving money laundering andcriminal activities.Cayman Islands law prescribes that a company may only paydividends out of its prof

96、its or share premium,and that a company may only paydividends if,immediately following the date on which the dividend is paid,thecompany remains able to pay its debts as they fall due in the ordinary course ofbusiness.Other than that,there is no restrictions on Skycorp Caymans ability topay dividend

97、s to its shareholders.See“Prospectus SummaryTransfers of Cash toand from Our Subsidiaries,”“Prospectus Summary Summary of Risk Factors,”“Risk FactorsRisks Related to Doing Business in ChinaTo the extent cashor assets in the business is in the PRC or HongKong or a PRC or HongKong entity,the funds or

98、assets may not be available to fund operations or for other use outsideof the PRC or HongKong due to regulations or the imposition of restrictions andlimitations on the ability of us or our subsidiaries by the PRC government totransfer cash or assets,”and“Risk FactorsRisks Related to Doing Business

99、inChinaWe may rely on dividends and other distributions on equity paid by ouroperating subsidiaries to fund any cash and financing requirements we may have,andany limitation on the ability of our operating subsidiaries to make payments to uscould have a material adverse effect on our ability to cond

100、uct our business.”As a holding company,we may rely on dividends and other distributions on equitypaid by our subsidiaries,including those based in the PRC,for our cash andfinancing requirements.If any of our PRC subsidiaries incurs debt on its own behalfin the future,the instruments governing such d

101、ebt may restrict their ability to paydividends to us.Skycorp Cayman is permitted under the laws of the Cayman Islands toprovide funding to our subsidiary incorporated in Hong Kong,GreenHash Limited,through loans or capital contributions without restrictions on the amount of thefunds.GreenHash Limite

102、d is permitted under the laws of HongKong to provide fundingto Skycorp Cayman through dividend distribution without restrictions on the amount ofthe funds.There are no restrictions on dividend transfers from HongKong to theCayman Islands.Current PRC regulations permit Ningbo WFOE and Guangzhou WFOE

103、to paydividends to the Company only out of their accumulated profits,if any,determined inaccordance with Chinese accounting standards and regulations.The transfer of fundsamong companies is subject to the Provisions of the Supreme Peoples Court onSeveral Issues Concerning the Application of Law in t

104、he Trial of Private LendingCases(2020 Revision,the“Provisions on Private Lending Cases”),which wasimplemented on August20,2020 to regulate the financing activities between naturalpersons,legal persons and unincorporated organizations.As advised by our PRCcounsel,Jiangsu Junjin Law Firm,the Provision

105、s on Private Lending Cases does notprohibit using cash generated from one subsidiary to fund another subsidiarysoperations.We have not been notified of any other restriction which could limit ourPRC subsidiaries ability to transfer cash between PRC subsidiaries.As of the dateof this prospectus,neith

106、er the Company nor its subsidiaries have made transfers,dividends,or distributions to investors and no investors have made transfers,dividends,or distributions to the Company or its subsidiaries.As of the date ofthis prospectus,no dividends or distributions have been made between Skycorp Caymanand a

107、ny of its subsidiaries.We do not expect to pay any cash dividends in theforeseeable future.Currently,we make intra-group transactions through ourorganization in two ways:(1)investments by parent company in its subsidiaries;and(2)internal borrowing and lending between companies.Other than cash transf

108、erredthrough our organization by way of intra-group transactions,there were no other cashtransfers and transfers of other assets between our holding company and oursubsidiaries as of the date of this prospectus and during the fiscal years endedSeptember 30,2024 and 2023.See“Prospectus SummaryTransfe

109、rs of Cash to andfrom Our Subsidiaries”on page 7.Table of Contents Per Share No ExerciseofOver-allotmentOption Full ExerciseofOver-allotmentOptionPublic offering price(1)$4.00$8,000,000$9,200,000Underwriting discounts(2)$0.28$560,000$644,000Proceeds to us before expenses(3)$3.72$7,440,000$8,556,000_

110、(1)The initial public offering price per share is assumed as US$4.00,which is the low point ofthe range set forth on the cover page of this prospectus.(2)We have agreed to pay Cathay Securities,Inc.,the representative of the underwriters(the“Representative”),an underwriting discount of seven percent

111、(7%)of the gross proceeds inthis offering.See“Underwriting”starting on page 138 of this prospectus for moreinformation regarding our arrangements with the underwriters.(3)The total estimated expenses related to this offering are set forth in the section entitled“Expenses of This Offering”on page 143

112、.We have agreed to grant the Representative a 45-day option to purchase up tofifteen percent(15%)of the aggregate number of Ordinary Shares sold in theoffering.This offering is being conducted on a firm commitment basis.The Representative expects to deliver the Ordinary Shares against payment inU.S.

113、dollars in NewYork,NY on or about,2025.Neither the U.S.Securities and Exchange Commission nor any otherregulatory body has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete.Any representationto the contrary is a criminal offense.The date of this pros

114、pectus is,2025 Table of ContentsTABLE OF CONTENTS PAGEABOUT THIS PROSPECTUS iiPROSPECTUS SUMMARY 1RISK FACTORS 17CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 42USE OF PROCEEDS 44DIVIDEND POLICY 45CAPITALIZATION 46DILUTION 48ENFORCEABILITY OF CIVIL LIABILITIES 49CORPORATE HISTORY AND STRUCTUR

115、E 52MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 54INDUSTRY 66BUSINESS 73REGULATIONS 90MANAGEMENT 104PRINCIPAL SHAREHOLDERS 110RELATED PARTY TRANSACTIONS 112DESCRIPTION OF SHARE CAPITAL 114SHARES ELIGIBLE FOR FUTURE SALE 129TAXATION 131UNDERWRITING 138EXPENSES

116、OF THIS OFFERING 143LEGAL MATTERS 144EXPERTS 144WHERE YOU CAN FIND ADDITIONAL INFORMATION 144INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1iTable of ContentsABOUT THIS PROSPECTUSWe and the underwriters have not authorized anyone to provide any information orto make any representations other than tho

117、se contained in this prospectus or in anyfree writing prospectuses prepared by us or on our behalf or to which we havereferred you and which we have filed with the U.S.Securities and ExchangeCommission(the“SEC”).We take no responsibility for and can provide no assuranceas to the reliability of,any o

118、ther information that others may give you.Thisprospectus is an offer to sell only the Ordinary Shares offered hereby,but onlyunder circumstances and in jurisdictions where it is lawful to do so.We are notmaking an offer to sell these securities in any jurisdiction where the offer or saleis not permi

119、tted or where the person making the offer or sale is not qualified to doso or to any person to whom it is not permitted to make such offer or sale.For theavoidance of doubt,no offer or invitation to subscribe for Ordinary Shares is madeto the public in the Cayman Islands.The information contained in

120、 this prospectus iscurrent 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 thatdate.Neither we nor the underwriters have taken any action to permit a public offeringof the Ordinary Shares outside the

121、 United States or to permit the possession ordistribution of this prospectus or any filed free-writing prospectus outside theUnitedStates.Persons outside the UnitedStates who come into possession of thisprospectus or any filed free writing prospectus must inform themselves about,andobserve any restr

122、ictions relating to,the offering of the Ordinary Shares and thedistribution of this prospectus or any filed free-writing prospectus outside theUnitedStates.Conventions that Apply to this ProspectusUnless otherwise indicated,in this prospectus,the following terms shall havethe meaning set out below:“

123、ASIC”Application-specific integrated circuit“AI”Artificial Intelligence“China”or“PRC”The Peoples Republic of China“CPU”Central processing unit“ExchangeAct”Securities ExchangeActof1934,as amended“GPU”Graphic process unit“Guangzhou WFOE”Guangzhou Skycorp Consulting Co.,Ltd.,a limitedliability company

124、organized under the laws of thePRC and a wholly owned subsidiary of GreenHashLimited“HPC”High-Performance Computing“Hong Kong”the Hong Kong Special Administrative Region of thePeoples Republic of China for the purposes ofthis prospectus only“Huangshan Qiyu”Huangshan Qiyu New Energy Co.,Ltd.,a wholly

125、owned subsidiary of Zhejiang Pntech TechnologyCo.,Ltd.“Hubei Nanzhuo”Hubei Nanzhuo New Energy Co.,Ltd.,a 50%ownedsubsidiary of Zhejiang Pntech Technology Co.,Ltd.and 50%owned subsidiary of Ningbo Runxin PowerTechnology Co.,Ltd.“Ningbo Skycorp”Ningbo Skycorp Solar Co.,Ltd.,a 49%ownedsubsidiary of Nin

126、gbo eZsolar Co.,Ltd.and 51%owned subsidiary of Guangzhou Skycorp ConsultingCo.,Ltd.“Ningbo Pntech”Ningbo Pntech New Energy Co.,Ltd.,a 75%ownedsubsidiary of Ningbo Skycorp.The remaining 25%equity interest of Ningbo Pntech was owned as to12.5%by a third-party individual Mr.QingqingShen and 12.5%by Mr.

127、Xufeng Lu,our CTO“Ningbo Dcloud Information”Ningbo Dcloud Information Technology Co.,Ltd.,awholly owned subsidiary of Ningbo SkycorpiiTable of Contents“Ningbo WFOE”Ningbo eZsolar Co.,Ltd.,a limited liabilitycompany organized under the laws of the PRC and awholly owned subsidiary of GreenHash Limited

128、“Ningbo Yiqiying”Ningbo Yiqiying New Energy Co.,Ltd.,a 50%ownedsubsidiary of Zhejiang Pntech Technology Co.,Ltd.The remaining 50%equity interest of NingboYiqiying was owned by an individual Zhoukai Chen,a minor shareholder of the Company“Ordinary Shares”Our ordinary shares,par value$0.0001 per share

129、“PCAOB”Public Company Accounting Oversight Board“PFIC”A passive foreign investment company“PV”Photovoltaic“RMB”or“Renminbi”Legal currency of China“Securities Act”The Securities Actof1933,as amended“Shaoxing Pntech”Pntech Technology(Shaoxing)Co.,Ltd.,a 49%owned subsidiary of Zhejiang Skycorp New Ener

130、gyCo.,Ltd.and 51%owned subsidiary of ZhejiangPntech Technology Co.,Ltd.“Skycorp Cayman”Skycorp Solar Group Limited,a Cayman Islandsexempted company,formerly known as SkycorpDigital Holdings Group Limited“Skycorp BVI”Skycorp Digital Limited,a British Virgin Islandsexempted company and a wholly owned

131、subsidiary ofSkycorp Cayman“Suqian Shuyong”Suqian Shuyong New Energy Co.,Ltd.,a 50%ownedsubsidiary of Zhejiang Pntech Technology Co.,Ltd.and 50%owned subsidiary of Ningbo Runxin PowerTechnology Co.,Ltd.“Taizhou Shuyong”Taizhou Shuyong New Energy Co.,Ltd.,a 50%ownedsubsidiary of Zhejiang Pntech Techn

132、ology Co.,Ltd.and 50%owned subsidiary of Ningbo Runxin PowerTechnology Co.,Ltd.“TV”Technischer berwachungsverein in German,whichmeans Technical Inspection Association“US$,”“U.S.dollars,”“$,”and“dollars”Legal currency of the UnitedStates“WFOE”Wholly foreign-owned enterprise“Zhejiang Skycorp”Zhejiang

133、Skycorp New Energy Co.,Ltd.,previouslyknown as Zhejing QuinnTek Co,Ltd.,a wholly ownedsubsidiary of Ningbo Skycorp“Zhejiang Pntech”Zhejiang Pntech Technology Co.,Ltd.,a 65%ownedsubsidiary of Ningbo Skycorp.The remaining 35%equity interest of Zhejiang Pntech was owned as to30%by Mr.Xufeng Lu,our CTO,

134、and 5%by a third-party individual Ms.Fangyuan QiuOur reporting currency is the U.S.dollar.The functional currency ofsubsidiaries located in China is the RMB.The functional currency of subsidiarieslocated in Hong Kong is the Hong Kong dollars(“HK$”).This prospectus containstranslations of certain RMB

135、 amounts into U.S.dollar amounts at specified ratessolely for the convenience of the reader.Our fiscal year end is September30.References to a particular“fiscal year”are to our fiscal year ended September 30 of that calendar year.Our auditedconsolidated financial statements have been prepared in acc

136、ordance with the generallyaccepted accounting principles in the UnitedStates(the“U.S.GAAP”).Except where indicated or where the context otherwise requires,all informationin this prospectus assumes no exercise by the underwriters of their over-allotmentoption.iiiTable of ContentsWe obtained the indus

137、try,market and competitive position data in this prospectusfrom our own internal estimates,surveys,and research as well as from publiclyavailable information,industry and general publications and research,surveys andstudies conducted by third parties.None of the independent industry publicationsused

138、 in this prospectus were prepared on our behalf.Industry publications,research,surveys,studies and forecasts generally state that the information they contain hasbeen obtained from sources believed to be reliable,but that the accuracy andcompleteness of such information is not guaranteed.Forecasts a

139、nd other forward-looking information obtained from these sources are subject to the samequalifications and uncertainties as the other forward-looking statements in thisprospectus,and to risks due to a variety of factors,including those described under“Risk Factors.”These and other factors could caus

140、e results to differ materiallyfrom those expressed in these forecasts and other forward-looking information.We have proprietary rights to trademarks used in this prospectus that areimportant to our business,many of which are registered under applicable intellectualproperty laws.Solely for convenienc

141、e,the trademarks,service marks and trade namesreferred to in this prospectus are without the,and other similar symbols,butsuch references are not intended to indicate,in any way,that we will not assert,tothe fullest extent under applicable law,our rights or the rights of the applicablelicensors to t

142、hese trademarks,service marks and trade names.This prospectus contains additional trademarks,service marks and trade names ofothers.All trademarks,service marks and trade names appearing in this prospectusare,to our knowledge,the property of their respective owners.We do not intend ouruse or display

143、 of other companies trademarks,service marks or trade names to implya relationship with,or endorsement or sponsorship of us by,any other person.ivTable of ContentsPROSPECTUS SUMMARYInvestors are cautioned that you are buying shares of a CaymanIslands holding company with no operation of its own that

144、 indirectlyholds 100%of the equity interest of China-based operating companies.This summary highlights certain information contained elsewhere in thisprospectus.You should read the entire prospectus carefully,including ourfinancial statements and related notes and the risks described under“RiskFacto

145、rs.”Our actual results and future events may differ significantly based upona number of factors.The reader should not put undue reliance on the forward-looking statements in this document,which speak only as of the date on the coverof this prospectus.Unless otherwise indicated,all share amounts and

146、per share amounts in thisprospectus have been presented giving effect to a forward split of our OrdinaryShares at a ratio of 1-for-10,000,with the Companys authorized share capitalremaining at$50,000,divided into 500,000,000 Ordinary Shares with a par value of$0.0001 and the surrender of 475,000,000

147、 Ordinary Shares,all of which wereapproved by our shareholders and board of directors on October 21,2024.OverviewWe are a solar PV product provider principally engaged in the manufacture andsale of solar cables and solar connectors.We also actively cultivate partnershipswith multiple Integrated Circ

148、uit(“IC”)chip manufacturers and offer customers newand used GPU and HPC servers.Our business is carried out through our operatingsubsidiaries,Ningbo Skycorp and its subsidiaries,in China.Our mission is to become a green energy solutions provider to power datacenters by using solar power and to make

149、our planet greener by deliveringenvironment-friendly solar PV products.Leveraging our expertise and experience inthe solar PV products and services market,experience in developing solar powertechnologies,as well as business relationships with our HPC server customers,weaim to expand our solar PV pro

150、duct offerings and high computing server solutions toenterprise customers of HPC servers.For the fiscal years ended September 30,2024 and 2023,our revenue were$49,864,047 and$50,815,675,respectively,and our net income were$1,165,819 and$1,807,728,respectively.For the fiscal year ended September 30,2

151、024,wegenerated 93.23%of our revenue from sales of solar PV products and services and6.77%from sales of HPC products compared to 72.17%of our revenue from sales ofsolar PV products and services and 27.83%from sales of HPC products for the fiscalyear ended September 30,2023.Our StrengthsWe believe th

152、e following competitive strengths are essential for our successand differentiate us from our competitors:Advanced technologies provide us with a competitive advantage in the solarcable marketValuable brand and long-term and stable relations with customersRobust quality control and technology innovat

153、ion ensure our competitiveedges and premium productsComprehensive and efficient production management system ensures qualityand efficiencyOffering comprehensive experience to our customersExperienced and visionary management team1Table of ContentsOur StrategiesWe intend to develop our business and s

154、trengthen brand loyalty by implementingthe following strategies:Invest in business expansionContinue to enhance our customized products and brand recognitionIncrease efficiency by development of technologiesRefine talent development processes for increasing team competitivenessCorporate History and

155、StructureSkycorp Cayman(formerly known as Skycorp Digital Holdings Group Limited)wasincorporated under the laws of the Cayman Islands as an exempted company onJanuary19,2022,for the purposes of effectuating this offering,and is currentlynot engaging in any business.We commenced our business through

156、Ningbo Skycorp inApril2011 and conducted all the operations in China through Ningbo Skycorp and itssubsidiaries thereafter.This is an offering of the Ordinary Shares of the CaymanIslands holding company.You may never hold equity interests in the PRC operatingsubsidiaries.Skycorp Cayman controls its

157、PRC subsidiaries through equityownership.We do not use a variable interest entity structure.Skycorp BVI was established in the British Virgin Islands on February 16,2022.Skycorp BVI is a wholly owned subsidiary of Skycorp Cayman and an investmentholding company currently not actively engaging in any

158、 business.GreenHash Limited was incorporated on March 30,2022 under the laws andregulations in HongKong.GreenHash Limited is a wholly owned subsidiary of SkycorpBVI and an investment holding company currently not actively engaging in anybusiness.Ningbo WFOE was established on June 29,2023 under the

159、laws of thePRC.Ningbo WFOE is a wholly owned subsidiary of GreenHash Limited and a holdingcompany not actively engaging in any business.Guangzhou WFOE was established on July 14,2020 under the laws of thePRC.Guangzhou WFOE is a wholly owned subsidiary of GreenHash Limited and a holdingcompany not ac

160、tively engaging in any business.Ningbo Skycorp was established on April 26,2011 under the laws of thePRC.Ningbo Skycorp is 49%owned by Ningbo WFOE and 51%owned by Guangzhou WFOE andis our operating entity engaging in the sale of solar PV products and HPC servers.Ningbo Pntech was established on Apri

161、l 22,2011 under the laws of thePRC.Ningbo Pntech is a 75%owned subsidiary of Ningbo Skycorp and is our operatingentity engaging in the manufacture and sale of solar PV products.The remaining 25%equity interest of Ningbo Pntech was owned as to 12.5%by a third-party individualMr.Qingqing Shen and 12.5

162、%by Mr.Xufeng Lu,our CTO.Zhejiang Pntech was established on April 26,2021 under the laws of thePRC.Zhejiang Pntech is a 65%owned subsidiary of Ningbo Skycorp and is ouroperating entity engaging in the manufacture and sale of solar PV products.Theremaining 35%equity interest of was owned as to 30%by

163、a Mr.Xufeng Lu,our CTO,and 5%by a third-party individual Ms.Fangyuan Qiu.Zhejiang Skycorp was established on April 23,2015 under the laws of thePRC.Zhejiang Skycorp is a wholly owned subsidiary of Ningbo Skycorp and is ouroperating entity engaging in the sale of solar PV products and HPC servers.Nin

164、gbo Dcloud Information was established on July27,2015 under the laws ofthe PRC.Ningbo Dcloud Information is a wholly owned subsidiary of Ningbo Skycorpand is our operating entity engaging in the sale of solar PV products and HPCservers.Huangshan Qiyu New Energy Co.,Ltd.(“Huangshan Qiyu”)was establis

165、hed onMarch 27,2024 under the laws of the PRC.Huangshan Qiyu is a wholly ownedsubsidiary of Zhejiang Pntech and is not actively engaged in any business.Pntech Technology(Shaoxing)Co.,Ltd.(“Shaoxing Pntech”)was established onJune 27,2024 under the laws of the PRC.Shaoxing Pntech is 51%owned by Zhejia

166、ngPntech and 49%owned by Zhejiang Skycorp and is not actively engaged in anybusiness.Ningbo Yiqiying New Energy Co.,Ltd.(“Ningbo Yiqiying”)was established onMay 11,2023 under the laws of the PRC.Ningbo Yiqiying has been 50%owned byZhejiang Pntech since May 11,2023 and is engaged in power station inv

167、estment.2Table of ContentsHubei Nanzhuo New Energy Co.,Ltd.(“Hubei Nanzhuo”)was established onOctober 23,2023 under the laws of the PRC.Hubei Nanzhuo has been 50%owned byZhejiang Pntech since July 17,2024 and is not actively engaged in any business.Suqian Shuyong New Energy Co.,Ltd.(“Suqian Shuyong”

168、)was established onMarch 19,2024 under the laws of the PRC.Suqian Shuyong has been 50%owned byZhejiang Pntech since March 19,2024 and is not actively engaged in any business.Taizhou Shuyong New Energy Co.,Ltd.(“Taizhou Shuyong”)was established onOctober 24,2024 under the laws of the PRC.Taizhou Shuy

169、ong has been 50%owned byZhejiang Pntech since October 24,2024 and is not actively engaged in any business.On October 21,2024,the Company effected a 1-for-10,000 forward split of ourOrdinary Shares and the surrender of 475,000,000 Ordinary Shares,approved by ourshareholders and board of directors.As

170、a result,the authorized share capital ofthe Company is$50,000 divided into 500,000,000 Ordinary Shares of a par value of$0.0001 and the Ordinary Shares issued and outstanding prior to the completion ofthis offering have been increased from 50,000 to 25,000,000.The following diagram illustrates the c

171、orporate structure of the Company as ofthe date of this prospectus and upon completion of this offering:3Table of ContentsThe following financial information was included in the consolidated financialstatements.For more information,see our consolidated financial statements andrelated notes from page

172、 F-1 to page F-31 that appear in this prospectus.September30,2024 September30,2023Total Assets$31,951,923$29,599,605Total Liabilities$13,187,583$12,565,465 For the Years EndedSeptember 30,2024 2023Revenue$49,864,047$50,815,675Net income$1,165,819$1,807,728 For the Years EndedSeptember 30,2024 2023Ne

173、t cash provided by operating activities$1,597,086$549,261Net cash used in investing activities(4,434,725)(2,268,753)Net cash provided by financing activities 1,865,423 3,522,997Effect of foreign currency translations 208,727(169,850)Net increase in cash and cash equivalents$(763,489)$1,633,655Regula

174、tory PermissionsWe are not operating in an industry that prohibits or limits foreigninvestment.As a result,as advised by our PRC counsel,Jiangsu Junjin Law Firm,other than those requisite for a domestic company in China to engage in businessessimilar to ours and the filing procedure in connection wi

175、th our offering(includingthis offering and any subsequent offering)and listing under the Trial Measures,asof the date of this prospectus,we are not required to obtain other permission fromChinese authorities,including the China Securities Regulatory Commission,or the“CSRC,”Cyberspace Administration

176、of China,or the“CAC”or any othergovernmental agency that is required to approve our operating subsidiariesoperations.However,if we do not receive or maintain the approvals,or weinadvertently conclude that such approvals are not required,or applicable laws,regulations,or interpretations change such t

177、hat we are required to obtain approvalin the future,we may be subject to investigations by competent regulators,finesor penalties,ordered to suspend our relevant operations and rectify any non-compliance,prohibited from engaging in a relevant business or conducting anyoffering,and these risks could

178、result in a material adverse change in ouroperating subsidiaries operations,significantly limit or completely hinder ourability to offer or continue to offer securities to investors,or cause suchsecurities to significantly decline in value or become worthless.As of the date of this prospectus,we and

179、 our PRC subsidiaries have receivedfrom PRC authorities all requisite licenses,permissions or approvals needed toengage in the businesses currently conducted in China,and no permission orapproval has been denied.The following table provides details on the licenses andpermissions held by our operatin

180、g subsidiaries.Company License/Permission Issuing Authority ValidityNingbo Skycorp Business License Ningbo MunicipalAdministration for MarketSupervision Long-termNingbo Skycorp Certificate of theCustoms of the PeoplesRepublic of China onRegistration of a CustomsDeclaration Entity Ningbo Customs Long

181、-termNingbo Skycorp Record Registration Formfor Foreign TradeBusiness Operators Eligible local foreigntrade authoritiesappointed by the Ministryof Commerce of the PRC Long-termNingbo DcloudInformation Business License Ningbo MunicipalAdministration for MarketSupervision Long-term4Table of ContentsCo

182、mpany License/Permission Issuing Authority ValidityNingbo DcloudInformation Certificate of theCustoms of the PeoplesRepublic of China onRegistration of a CustomsDeclaration Entity Ningbo Customs Long-termNingbo DcloudInformation Record Registration Formfor Foreign TradeBusiness Operators Eligible lo

183、cal foreigntrade authoritiesappointed by the Ministryof Commerce of the PRC Long-termNingbo DcloudInformation Archival filing ofinternational freightforwarders Ministry of Commerce ofthe PRC Long-termNingbo DcloudInformation Archival filing on theCentralized Declarationof Import and ExportGoods Admi

184、nistrative Measuresof the Customs of the PRC Long-termNingbo Pntech Business License Ningbo Haishu MunicipalAdministration for MarketSupervision Long-termNingbo Pntech Record Registration Formfor Foreign TradeBusiness Operators Eligible local foreigntrade authoritiesappointed by the Ministryof Comme

185、rceof the PRC Long-termNingbo Pntech Archival filing on theCentralized Declarationof Import and ExportGoods Administrative Measuresof the Customs of the PRC Long-termNingbo Pntech Quality Management SystemCertificate Shanghai IngeerCertification AssessmentCo.,Ltd.January6,2025Ningbo Pntech Fixed Pol

186、lutant DischargePermit The Ministry of Ecologyand Environment of thePRC April23,2025Zhejiang Skycorp Business License Ningbo Haishu MunicipalAdministration for MarketSupervision Long-termZhejiang Skycorp Record Registration Formfor Foreign Trade Eligible local foreigntrade authorities Long-termBusin

187、ess Operatorsappointed by the Ministryof Commerceof the PRCZhejiang Skycorp Archival filing on theCentralized Declarationof Import and ExportGoods Administrative Measuresof the Customs of the PRC Long-termZhejiang Pntech Business License Ningbo Haishu MunicipalAdministration for MarketSupervision Lo

188、ng-termZhejiang Pntech Record Registration Formfor Foreign TradeBusiness Operators Eligible local foreigntrade authoritiesappointed by the Ministryof Commerceof the PRC Long-termZhejiang Pntech Archival filing on theCentralized Declarationof Import and ExportGoods Administrative Measuresof the Custo

189、ms of the PRC Long-termHuangshan Qiyu Business License Huangshan HuizhouDistrict Administrationfor Market Supervision Long-termShaoxing Pntech Business License Xinchang CountyAdministration for MarketSupervision Long-term5Table of ContentsCompany License/Permission Issuing Authority ValidityNingbo Y

190、iqiying Business License Ningbo Haishu DistrictAdministration for MarketSupervision Long-termHubei Nanzhuo Business License Hongan CountyAdministration for MarketSupervision Long-termSuqian Shuyong Business License Shuyang CountyAdministration for MarketSupervision Long-termTaizhou Shuyong Business

191、License Linhai CountyAdministration for MarketSupervision Long-termOn February 17,2023,the CSRC released a set of new regulations whichconsists of the Trial Administrative Measures of Overseas Securities Offering andListing by Domestic Companies,or the Trial Measures,and five supportingguidelines,wh

192、ich came into effect on March31,2023.On the same date,the CSRCalso released the Notice on the Arrangements for the Filing Management of OverseasListing of Domestic Companies,or the Notice.The Trial Measures refine theregulatory system by subjecting both direct and indirect overseas offering andlisti

193、ng activities to the CSRC filing-based administration.Requirements for filingentities,time points and procedures are specified.A PRC domestic company thatseeks to offer and list securities in overseas markets shall fulfill the filingprocedure with the CSRC per the requirements of the Trial Measures.

194、Where a PRCdomestic company seeks to indirectly offer and list securities in overseas markets,the issuer shall designate a major domestic operating entity,which shall,as thedomestic responsible entity,file with the CSRC.The Trial Measures also lay outrequirements for the reporting of material events

195、.Breaches of the Trial Measures,such as offering and listing securities overseas without fulfilling the filingprocedures,shall bear legal liabilities,including a fine between RMB 1.0million(approximately$150,000)and RMB 10.0million(approximately$1.5million),andthe Trial Measures heighten the cost fo

196、r offenders by enforcing accountability withadministrative penalties and incorporating the compliance status of relevant marketparticipants into the Securities Market Integrity Archives.According to the Notice,since the date of effectiveness of the Trial Measureson March31,2023,PRC domestic enterpri

197、ses falling within the scope of filing thathave been listed overseas or met certain circumstances are“existing enterprises.”Existing enterprises are not required to file with the CSRC immediately,andfilings with the CSRC should be made as required if they involve refinancing andother filing matters.

198、In the opinion of our PRC counsel,Jiangsu Junjin Law Firm,we are required to file with the CSRC within threebusiness days after submittingthe application documents for offering and listing in the U.S.,and this offeringis contingent upon the completion of our filing with the CSRC.We have dulycomplete

199、d the required filings with the CSRC for this offering in accordance withthe requirements under the Trial Measures.The CSRC published the notification onour completion of the required filing procedures for this offering on the CSRCwebsite on April 2,2024.However,if we do not maintain the permissions

200、 and approvals of the filingprocedure in a timely manner under PRC laws and regulations,we may be subject toinvestigations by competent regulators,fines or penalties,ordered to suspend ourrelevant operations and rectify any non-compliance,prohibited from engaging inrelevant business or conducting an

201、y offering,and these risks could result in amaterial adverse change in our operating subsidiaries operations,limit ourability to offer or continue to offer securities to investors,or cause suchsecurities to significantly decline in value or become worthless.The TrialMeasures and Notice were newly pu

202、blished and are subject to change from time totime.Any failure or perceived failure of us to fully comply with such newregulatory requirements could significantly limit or completely hinder our abilityto offer or continue to offer securities to investors,cause significant disruptionto our business o

203、perations,and severely damage our reputation,which couldmaterially and adversely affect our financial condition and results of operationsand could cause the value of our securities to significantly decline or becomeworthless.See“Risk FactorsRisks Related to Doing Business in ChinaWeare required to f

204、ulfill the Trial Measures filing procedures and report relevantinformation to the CSRC;and,since the interpretation and implementation of thenew regulations are still evolving,we cannot assure you that we will be able tocomplete the filings for this offering and any future offerings,and fully comply

205、with the relevant new rules on a timely basis,if at all”onpage17.As of the date of this prospectus,according to our PRC counsel,Jiangsu JunjinLaw Firm,although we are required to complete the filing procedure in connectionwith our offering(including this offering and any subsequent offering)and list

206、ingunder the Trial Measures,no relevant PRC laws or regulations in effect requirethat we obtain6Table of Contentspermission from any PRC authorities to issue securities to foreign investors,andwe have not received any inquiry,notice,warning,sanction,or any regulatoryobjection to this offering from t

207、he CSRC,the CAC,or any other PRC authoritiesthat have jurisdiction over our operating subsidiaries operations.Transfers of Cash to and from Our SubsidiariesWe are a holding company with no material operations of our own and do notgenerate any revenue.We currently conduct all of the operations throug

208、h NingboSkycorp,our wholly owned subsidiary and its subsidiaries.We are permitted underPRC laws and regulations to provide funding to PRC subsidiaries only through loansor capital contributions,and only if we satisfy the applicable governmentregistration and approval requirements.See“Risk Factors Ri

209、sks Related toDoing Business in ChinaPRC regulations on loans to and direct investment inPRC entities by offshore holding companies may delay or prevent us from makingloans or additional capital contributions to our PRC operating subsidiaries,whichcould materially and adversely affect our liquidity

210、and our ability to fund andexpand our business”onpage20.Under our current corporate structure,we rely on dividend payments from ourPRC subsidiaries to fund any cash and financing requirements we may have,includingthe funds necessary to pay dividends and other cash distributions to ourshareholders or

211、 to service any debt we may incur.Our subsidiaries in the PRCgenerate and retain cash generated from operating activities and re-invest it inour business.If any of our PRC subsidiaries incurs debt on its own behalf in thefuture,the instruments governing such debt may restrict their ability to paydiv

212、idends to us.As of the date of this prospectus,there were no cash flowsbetween our Cayman Islands holding company and our subsidiaries.Currently,we make intra-group transactions through our organization in twoways:(1)investments by parent company in its subsidiaries;and(2)internalborrowing and lendi

213、ng between companies.Other than cash transferred through ourorganization by way of intra-group transactions,there were no other cash transfersand transfers of other assets between our holding company and our subsidiaries asof the date of this prospectus and during the fiscal years ended September 30

214、,2024and 2023.The transfer of funds among companies are subject to the Provisions of theSupreme Peoples Court on Several Issues Concerning the Application of Law in theTrial of Private Lending Cases(2020 Revision,the“Provisions on Private LendingCases”),which was implemented on August 20,2020 to reg

215、ulate the financingactivities between natural persons,legal persons and unincorporated organizations.The Provisions on Private Lending Cases set forth that private lending contractswill be upheld as invalid under the circumstance that(i)the lender swindles loansfrom financial institutions for relend

216、ing;(ii)the lender relends the fundsobtained by means of a loan from another profit-making legal person,raising fundsfrom its employees,illegally taking deposits from the public;(iii)the lender whohas not obtained the lending qualification according to the law lends money to anyunspecified object of

217、 the society for the purpose of making profits;(iv)thelender lends funds to a borrower when the lender knows or should have known thatthe borrower intended to use the borrowed funds for illegal or criminal purposes;(v)the lending is violations of public orders or good morals;or(vi)the lendingis in v

218、iolations of mandatory provisions of laws or administrative regulations.Asadvised by our PRC counsel,Jiangsu Junjin Law Firm,the Provisions on PrivateLending Cases does not prohibit using cash generated from one subsidiary to fundanother subsidiarys operations.We have not been notified of any other

219、restrictionwhich could limit our PRC subsidiaries ability to transfer cash betweensubsidiaries.See“RegulationRegulations Relating to Private Lending.”We currently do not maintain any cash management policies that dictate thepurposes,amounts and procedures form cash transfers among the Company,oursub

220、sidiaries,or investors.Rather,as of the date of this prospectus,funds can betransferred in accordance with the applicable PRC laws and regulations.Our PRC subsidiaries are permitted to pay dividends only out of their retainedearnings.However,each of our PRC subsidiaries is required to set aside at l

221、east10%of its after-tax profits each year,after making up for previous yearsaccumulated losses,if any,to fund certain statutory reserves,until the aggregateamount of such funds reaches 50%of its registered capital.This portion of our PRCsubsidiaries respective net assets are prohibited from being di

222、stributed to theirshareholders as dividends.See“RegulationRegulations Relating to DividendDistributions.”However,none of our subsidiaries has made any dividends or otherdistributions to our holding company or any U.S.investors as of the date of thisprospectus.See also“Risk Factors Risks Related to D

223、oing Business inChinaWe may rely7Table of Contentson dividends and other distributions on equity paid by our operating subsidiariesto fund any cash and financing requirements we may have,and any limitation on theability of our operating subsidiaries to make payments to us could have a materialadvers

224、e effect on our ability to conduct our business”onpage23.As of the date of this prospectus,none of our subsidiaries have ever issuedany dividends or made other distributions to us or their respective holdingcompanies nor have we or any of our subsidiaries ever paid dividends or made otherdistributio

225、ns to U.S.investors.We intend to retain all of our available funds andany future earnings after this offering and cash proceeds from overseas financingactivities,including this offering,to fund the development and growth of ourbusiness.As a result,we do not expect to pay any cash dividends in thefor

226、eseeable future.In addition,the PRC government regulates and imposes certain restrictions onthe convertibility of the RMB into foreign currencies and,in certain cases,theremittance of currency out of mainland China.If the foreign exchange managementsystem prevents us from obtaining sufficient foreig

227、n currencies to satisfy ourforeign currency demands,we may not be able to transfer cash out of China,and paydividends in foreign currencies to our shareholders.There can be no assurance thatthe PRC government will not impose restrictions on our ability to transfer ordistribute cash within our organi

228、zation or to foreign investors,which could resultin an inability or prohibition on making transfers or distributions outside ofChina and may adversely affect our business,financial condition and results ofoperations.See“Risk Factors Risks Related to Doing Business inChina Restrictions on the remitta

229、nce of RMB into and out of China andgovernmental regulations on currency conversion may affect the value of yourinvestment”onpage23.A 10%PRC withholding tax is applicable to dividends payable to investors thatare non-resident enterprises.Any gain realized on the transfer of Ordinary Sharesby such in

230、vestors is also subject to PRC tax at a current rate of 10%which in thecase of dividends will be withheld at source if such gain is regarded as incomederived from sources within the PRC.See also“Risk FactorsRisks Related toDoing Business in ChinaUnder the PRC Enterprise Income Tax Law,we may beclass

231、ified as a“Resident Enterprise”of China.Such classification will likelyresult in unfavorable tax consequences to us and our non-PRC shareholders”onpage22.Impact of COVID-19The outbreak of novel coronavirus(COVID-19)began in December2019 and wasquickly declared a Public Health Emergency of Internatio

232、nal Concern on January30,2020 by the World Health Organization.The COVID-19 pandemic has not had a significant negative impact on ouroperating subsidiaries operations or financial performance to date,the governmenthas adopted several measures to contain and mitigate the effects of the COVID-19pandem

233、ic,including quarantines,travel restrictions,temporary closure of storesand facilities,capsuled labor,and other restrictive orders.Our businessmaintained an upward trend during the fiscal years ended September 30,2023 and2022 despite these challenges.In fiscal year ended September 30,2024,ourbusines

234、s maintained stable revenue with declined gross margin,primarily due to theslowdown in overall post-pandemic economic growth and intensified industrycompetition.COVID-19 was temporarily contained in the PRC since the second quarter of 2020through 2021,certain of our manufacturers experienced delays

235、and shut-downs due tothe COVID-19 pandemic.However,our production and sales of solar PV productsresumed gradually in the second half of the fiscal year ended September 30,2020and the fiscal year ended September 30,2021.From January2022 to July2022,there were outbreaks of the Omicron variantof COVID-

236、19 and the local governments placed lockdowns and mass testing policies inmost cities in China,where our dealers and suppliers operate,including but notlimited to Tianjin,Beijing,Shanghai,and Ningbo.Starting in July 2022,Chinagradually loosened its quarantine policy,and the overall economy and consu

237、merspending bounced back significantly.As a result,our total revenues increased byapproximately 54%for the fiscal year ended September30,2022 compared to thefiscal year ended September30,2021.In late 2022,there was a temporary surge of COVID-19 cases in many cities inthe PRC during this time,which,t

238、o varying degrees and for a short period of time,disrupted our and our customers and suppliers business operations,and thereforeaffected our operational and financial performance.Shortly after that,ourbusiness operations in the PRC returned to normal levels in the fiscal years endedSeptember 30,2023

239、 and 2024.However,we cannot assure you that our business willnot be affected by an outbreak of COVID-19 in the future.8Table of ContentsSummary of Risk FactorsOur business is subject to multiple risks and uncertainties,as more fullydescribed in“Risk Factors”and elsewhere in this prospectus.We urge y

240、ou to read“Risk Factors”and this prospectus in full.Our principal risks may be summarizedas follows:Risks Related to Doing Business in ChinaWe are also subject to risks and uncertainties relating to doing business inChina in general,including,but are not limited to,the following:Changes in the econo

241、mic policies of the PRC may materially and adverselyaffect our business,financial condition and results of operations and mayresult in our inability to sustain our growth and expansion strategies.See“Risk FactorsRisks Related to Doing Business inChinaChanges in the economic policies of the PRC may m

242、aterially andadversely affect our business,financial condition and results ofoperations and may result in our inability to sustain our growth andexpansion strategies”on page17;Uncertainties with respect to the legal system in China,including risksand uncertainties regarding the enforcement of laws a

243、nd that rules andregulations in China can change quickly with no advance notice,whichcould materially and adversely affect us.See“Risk Factors RisksRelated to Doing Business in China Uncertainties with respect to thelegal system in China,including risks and uncertainties regarding theenforcement of

244、laws and that rules and regulations in China can changequickly with no advance notice,which could materially and adverselyaffect us”on page 17;We are required to fulfill the Trial Measures filing procedures and reportrelevant information to the CSRC;and,since the interpretation andimplementation of

245、the new regulations are still evolving,we cannot assureyou that we will be able to complete the filings for this offering,andany future offerings and fully comply with the relevant new rules on atimely basis,if at all.See“Risk FactorsRisks Related to DoingBusiness in ChinaWe are required to fulfill

246、the Trial Measures filingprocedures and report relevant information to the CSRC;and,since furtherinterpretation and implementation of the new regulations are stillrequired,we cannot assure you that we will be able to complete thefilings for this offering,and any future offerings and fully comply wit

247、hthe relevant new rules on a timely basis,if at all”on page17;The Chinese government has significant oversight and discretion over ouroperating subsidiaries business operations and may intervene orinfluence our operating subsidiaries operations at any time.Actions bythe PRC government to exert contr

248、ol over offerings conducted overseas by,and foreign investment in,China-based issuers could result in a materialchange in our operating subsidiaries operations and our Ordinary Sharescould decline in value or become worthless.See“Risk FactorsRisksRelated to Doing Business in China The Chinese govern

249、ment hassignificant oversight and discretion over our operating subsidiariesbusiness operations and may intervene or influence our operatingsubsidiaries operations at any time.Actions by the PRC government toexert control over offerings conducted overseas by,and foreign investmentin,China-based issu

250、ers could result in a material change in our operatingsubsidiaries operations and our Ordinary Shares could decline in valueor become worthless”on page20;Recent statements by the Chinese government have indicated an intent toexert more oversight and control over offerings that are conductedoverseas

251、and/or foreign investments in China based issuers.Any futureaction or control by the PRC government over offerings conducted overseasand/or foreign investment in China-based issuers could significantly limitor completely hinder our ability to offer or continue to offer securitiesto investors and cou

252、ld cause the value of such securities to significantlydecline or be worthless.See“Risk Factors Risks Related to DoingBusiness in China Recent statements by the Chinese government haveindicated an intent to exert more oversight and control over offeringsthat are conducted overseas and/or foreign inve

253、stments in China-basedissuers.Any future action or control by the PRC government over offeringsconducted overseas and/or foreign investment in China-based issuers couldsignificantly limit or completely hinder our ability to offer or continueto offer securities to investors and could cause the value

254、of suchsecurities to significantly decline or be worthless”on page 21;Recent greater oversight by the CAC over data security,particularly forcompanies seeking to list on a foreign exchange,could adversely impactour business and our offering.See“Risk Factors Risks Related to DoingBusiness in China Re

255、cent greater oversight by the CAC over datasecurity,particularly for companies seeking to list on a foreignexchange,could adversely impact our business and our offering”onpage21;9Table of ContentsWe may rely on dividends and other distributions on equity paid by ouroperating subsidiaries to fund any

256、 cash and financing requirements we mayhave,and any limitation on the ability of our operating subsidiaries tomake payments to us could have a material and adverse effect on ourability to conduct our business.See“Risk FactorsRisks Related toDoing Business in China We may rely on dividends and otherd

257、istributions on equity paid by our operating subsidiaries to fund anycash and financing requirements we may have,and any limitation on theability of our operating subsidiaries to make payments to us could have amaterial and adverse effect on our ability to conduct our business”onpage23;andThe recent

258、 joint statement by the SEC and PCAOB,proposed rulechangessubmitted by Nasdaq,and the HFCAA all call for additional and morestringent criteria to be applied to emerging market companies uponassessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCA

259、OB.These developmentscould add uncertainties to our offering.See“Risk Factors RisksRelated to Doing Business in ChinaThe recent joint statement by theSEC and PCAOB,proposed rulechanges submitted by Nasdaq,and the HFCAAall call for additional and more stringent criteria to be applied toemerging marke

260、t companies upon assessing the qualification of theirauditors,especially the non-U.S.auditors who are not inspected by thePCAOB.These developments could add uncertainties to our offering”onpage27.Risks Related to Our Business and Industry:Risks and uncertainties related to our business and industry

261、include,but arenot limited to,the following:Our customers generally do not place purchase orders far in advance,whichmakes it difficult for us to predict our future revenues and allocatecapacity efficiently and in a timely manner.See“Risk FactorsRisksRelated to Our Business and IndustryOur customers

262、 generally do notplace purchase orders far in advance,which makes it difficult for us topredict our future revenues and allocate capacity efficiently and in atimely manner”on page30;We may encounter difficulties expanding into new businesses or industries,which may affect adversely our results of op

263、erations and financialcondition.See“Risk Factors Risks Related to Our Business andIndustryWe may encounter difficulties expanding into new businessesor industries,which may affect adversely our results of operations andfinancial condition”on page31;Our business has been and may continue to be affect

264、ed by the outbreak ofCOVID-19.See“Risk Factors Risks Related to Our Business andIndustryOur business has been and may continue to be affected by theoutbreak of COVID-19”on page33;Existing electric utility industry policies and regulations,and anysubsequent changes,may present technical,regulatory an

265、d economicbarriers to the purchase and use of solar energy systems that maysignificantly reduce demand for our products or harm our ability tocompete.See“Risk Factors Risks Related to Our Business andIndustryExisting electric utility industry policies and regulations,and any subsequent changes,may p

266、resent technical,regulatory and economicbarriers to the purchase and use of solar energy systems that maysignificantly reduce demand for our products or harm our ability tocompete”on page33;andA drop in the price of electricity sold may harm our business,financialcondition,results of operations and

267、prospects.See“RiskFactorsRisks Related to Our Business and IndustryA drop in theprice of electricity sold may harm our business,financial condition,results of operations and prospects”onpage34.Risks Related to this Offering and Ownership of our Ordinary SharesIn addition to the risks and uncertainti

268、es described above,we are subject torisks relating to Ordinary Shares and this offering,including,but not limited to,the following:An active trading market for our Ordinary Shares or our Ordinary Sharesmay not develop and the trading price for our Ordinary Shares mayfluctuate significantly.See“Risk

269、Factors Risks Related to thisOffering and Ownership of our Ordinary SharesAn active trading marketfor our Ordinary Shares or our Ordinary Shares may not develop and thetrading price for our Ordinary Shares may fluctuate significantly”onpage35;10Table of ContentsThe trading price of our Ordinary Shar

270、es may be volatile,which couldresult in substantial losses to investors.See“Risk FactorsRisksRelated to this Offering and Ownership of our Ordinary Shares Thetrading price of our Ordinary Shares may be volatile,which could resultin substantial losses to investors”on page36;andBecause the initial pub

271、lic offering price is substantially higher than thepro forma net tangible book value per share,you will experience immediateand substantial dilution.See“Risk Factors Risks Related to thisOffering and Ownership of our Ordinary Shares Because the initialpublic offering price is substantially higher th

272、an the pro forma nettangible book value per share,you will experience immediate andsubstantial dilution”on page 37.Holding Foreign Company Accountable ActU.S.laws and regulations,including the Holding Foreign Companies AccountableAct,or HFCAA,may restrict or eliminate our ability to complete a busin

273、esscombination with certain companies,particularly those acquisition candidates withsubstantial operations in China.On March 24,2021,the SEC adopted interim final rules relating to theimplementation of certain disclosure and documentation requirements of theHFCAA.An identified issuer will be require

274、d to comply with these rules if the SECidentifies it as having a“non-inspection”year under a process to be subsequentlyestablished by the SEC.In June2021,the Senate passed the Accelerating HoldingForeign Companies Accountable Act,which,if signed into law,would reduce the timeperiod for the delisting

275、 of foreign companies under the HFCAA to twoconsecutiveyears instead of threeyears.If our auditor cannot be inspected bythe Public Company Accounting Oversight Board,or the PCAOB,for twoconsecutiveyears,the trading of our securities on any U.S.national securitiesexchanges,as well as any over-the-cou

276、nter trading in the U.S.,will be prohibited.On September22,2021,the PCAOB adopted a final rule implementing the HFCAA,whichprovides a framework for the PCAOB to use when determining,as contemplated underthe HFCAA,whether the PCAOB is unable to inspect or investigate completelyregistered public accou

277、nting firms located in a foreign jurisdiction because of aposition taken by one or more authorities in that jurisdiction.On December2,2021,the SEC issued amendments to finalize rules implementing the submission anddisclosure requirements in the HFCAA.The rules apply to registrants that the SECidenti

278、fies as having filed an annual report with an audit report issued by aregistered public accounting firm that is located in a foreign jurisdiction andthat PCAOB is unable to inspect or investigate completely because of a positiontaken by an authority in foreign jurisdictions.On December16,2021,the PC

279、AOBissued a report on its determinations that it is unable to inspect or investigatecompletely PCAOB-registered public accounting firms headquartered in mainland Chinaand in Hong Kong,because of positions taken by PRC authorities in thosejurisdictions.On August26,2022,the PCAOB signed a Statement of

280、 Protocol(the“SOP”)Agreement with the CSRC and Chinas Ministry of Finance(the“MOF”).TheSOP,together with two protocol agreements governing inspections and investigations(together,the“SOP Agreements”),establishes a specific,accountable framework tomake possible complete inspections and investigations

281、 by the PCAOB of audit firmsbased in mainland China and Hong Kong,as required under U.S.law.OnDecember15,2022,the PCAOB announced that it was able to secure complete accessto inspect and investigate PCAOB-registered public accounting firms headquarteredin mainland China and HongKong completely in 20

282、22.The PCAOB Board vacated itsprevious 2021 determinations that the PCAOB was unable to inspect or investigatecompletely registered public accounting firms headquartered in mainland China andHongKong.However,whether the PCAOB will continue to be able to satisfactorilyconduct inspections of PCAOB-reg

283、istered public accounting firms headquartered inmainland China and HongKong is subject to uncertainties and depends on a number offactors out of our and our auditors control.The PCAOB continues to demandcomplete access in mainland China and HongKong moving forward and was making plansto resume regul

284、ar inspections in early 2023 and beyond,as well as to continuepursuing ongoing investigations and initiate new investigations as needed.ThePCAOB has also indicated that it will act immediately to consider the need to issuenew determinations with the HFCAA if needed.As of the date of the prospectus,o

285、ur auditor,Pan-China Singapore PAC,theindependent registered public accounting firm that issued the audit report includedin this prospectus,are not subject to the determinations as to the inability toinspect or investigate completely as announced by the PCAOB on December16,2021 asthey are not on the

286、 list published by the PCAOB.As of the date of the prospectus,Pan-China Singapore PAC,headquartered in Singapore,is subject to inspection bythe PCAOB on a regular basis,with the last inspection in 2020.11Table of ContentsHowever,recent developments with respect to audits of China-based companiescrea

287、te uncertainty about the ability of Pan-China Singapore PAC to fully cooperatewith the PCAOBs request for audit workpapers without the approval of the Chineseauthorities.We cannot assure you whether Nasdaq or regulatory authorities wouldapply additional and more stringent criteria to us after consid

288、ering theeffectiveness of our auditors audit procedures and quality control procedures,adequacy of personnel and training,or the sufficiency of resources,geographicreach or experience as it relates to the audit of our financial statements.In theevent it is later determined that the PCAOB is unable t

289、o inspect or investigatecompletely the Companys auditor because of a position taken by an authority in aforeign jurisdiction,then such lack of inspection could cause trading in theCompanys securities to be prohibited under the HFCAA ultimately result in adetermination by a securities exchange to del

290、ist the Companys securities.Thedelisting of our Ordinary Shares,or the threat of their being delisted,maymaterially and adversely affect the value of your investment,even making itworthless.In addition,under the HFCAA,our securities may be prohibited fromtrading on the Nasdaq or other U.S.stock exch

291、anges if our auditor is not inspectedby the PCAOB for two consecutiveyears.See“Risk FactorsRisks Related toDoing Business in China The recent joint statement by the SEC and PCAOB,proposed rulechanges submitted by Nasdaq,and the HFCAA all call for additionaland more stringent criteria to be applied t

292、o emerging market companies uponassessing the qualification of their auditors,especially the non-U.S.auditors whoare not inspected by the PCAOB.These developments could add uncertainties to ouroffering”on page 27.Recent Regulatory Developments in ChinaRecently,the PRC government initiated a series o

293、f regulatory actions and madea number of public statements on the regulation of business operations in Chinawhich may be changed from time to time,including cracking down on illegalactivities in the securities market,enhancing supervision over China-basedcompanies listed overseas,adopting new measur

294、es to extend the scope ofcybersecurity reviews,and expanding efforts in anti-monopoly enforcement.Among other things,the Regulations on Mergers and Acquisitions of DomesticEnterprises by Foreign Investors(the“M&A Rules”)and Anti-Monopoly Law of thePeoples Republic of China promulgated by the SCNPC w

295、hich took effect in 2008(“Anti-Monopoly Law”),established additional procedures and requirements thatcould make merger and acquisition activities by foreign investors more time-consuming and complex.Such regulation requires,among other things,that StateAdministration for Market Regulation(“SAMR”)be

296、notified in advance of anychange-of-control transaction in which a foreign investor acquires control of a PRCdomestic enterprise or a foreign company with substantial PRC operations,ifcertain thresholds under the Provisions of the State Council on the Standard forDeclaration of Concentration of Busi

297、ness Operators,issued by the State Council in2008,are triggered.Moreover,the Anti-Monopoly Law requires that transactionswhich involve the national security,the examination on the national security shallalso be conducted according to the relevant provisions of the State.In addition,the PRC Measures

298、for the Security Review of Foreign Investment which took effect inJanuary2021 requires acquisitions by foreign investors of PRC companies engaged inmilitary-related or certain other industries that are crucial to national securitybe subject to security review before consummation of any such acquisit

299、ion.On July 6,2021,the relevant PRC government authorities made public theOpinions on Strictly Cracking Down Illegal Securities Activities in accordance withthe Law,which emphasized the need to strengthen the administration over illegalsecurities activities and the supervision on overseas listings b

300、y China-basedcompanies and proposed to take effective measures,such as promoting theconstruction of relevant regulatory systems to deal with the risks and incidentsfaced by China-based overseas-listed companies.Pursuant to the opinions,Chineseregulators are required to accelerate rulemaking related

301、to the overseas issuanceand listing of securities,and update the existing laws and regulations related todata security,cross-border data flow,and management of confidential information.Numerous regulations,guidelines and other measures are expected to be adoptedunder the umbrella of or in addition t

302、o the Cyber Security Law and Data SecurityLaw.As of the date of this prospectus,no official guidance or relatedimplementation rules have been issued yet and the interpretation of these opinionsremains unclear at this stage.In addition,on July10,2021,the CAC issued the Measures for CybersecurityRevie

303、w(Revision Draft for Comments),or the Measures,for public comments,whichpropose to authorize the relevant government authorities to conduct cybersecurityreview on a range of activities that affect or may affect national security,including listings in foreign countries by companies that possess the p

304、ersonal dataof more than one million users.On December28,12Table of Contents2021,the Measures for Cybersecurity Review(2021 version)was promulgated and tookeffect on February15,2022,which iterates that any“online platform operators”controlling personal information of more than one million users whic

305、h seeks to listin a foreign stock exchange should also be subject to cybersecurity review.TheMeasures for Cybersecurity Review(2021 version)further elaborates the factors tobe considered when assessing the national security risks of the relevantactivities,including,among others,(i)the risk of core d

306、ata,important data or alarge amount of personal information being stolen,leaked,destroyed,and illegallyused or exited the country;and(ii)the risk of critical informationinfrastructure,core data,important data or a large amount of personal informationbeing affected,controlled,or maliciously used by f

307、oreign governments afterlisting abroad.The CAC has said that under the proposed rules,companies holdingmore than one million users data must now apply for cybersecurity approval whenseeking listings in other nations because of the risk that such data and personalinformation could be“affected,control

308、led,and maliciously exploited by foreigngovernments.”The cybersecurity review will also look into the potential nationalsecurity risks from overseas initial public offerings.On December24,2021,the CSRC released the Provisions of the State Council onthe Administration of Overseas Securities Offering

309、and Listing by DomesticCompanies(Draft for Comment)(the“Draft Administrative Provisions”),which had acomment period that expired on January 23,2022.The Draft AdministrativeProvisions lay out the filing regulation arrangement for both direct and indirectoverseas listing,and clarify the determination

310、criteria for indirect overseaslisting in overseas markets.Among other things,if a domestic enterprise intendsto indirectly offer and list securities in an overseas market,the record-filingobligation is with a major operating entity incorporated in the PRC and such filingobligation shall be completed

311、 within three workingdays after the overseas listingapplication is submitted.The required filing materials for an initial publicoffering and listing shall include but not limited to regulatory opinions,record-filing,approval and other documents issued by competent regulatory authorities ofrelevant i

312、ndustries(if applicable);and security assessment opinion issued byrelevant regulatory authorities(if applicable).On February 17,2023,the CSRC released a set of new regulations whichconsists of the Trial Measures,and five supporting guidelines,which came intoeffect on March31,2023.On the same date,th

313、e CSRC also released the Notice.TheTrial Measures refine the regulatory system by subjecting both direct and indirectoverseas offering and listing activities to the CSRC filing-based administration.Requirements for filing entities,time points and procedures are specified.A PRCdomestic company that s

314、eeks to offer and list securities in overseas markets shallfulfill the filing procedure with the CSRC per the requirements of the TrialMeasures.Where a PRC domestic company seeks to indirectly offer and listsecurities in overseas markets,the issuer shall designate a major domesticoperating entity,wh

315、ich shall,as the domestic responsible entity,file with theCSRC.The Trial Measures also lay out requirements for the reporting of materialevents.Breaches of the Trial Measures,such as offering and listing securitiesoverseas without fulfilling the filing procedures,shall bear legal liabilities,includi

316、ng a fine between RMB 1.0 million(approximately$150,000)and RMB10.0million(approximately$1.5million),and the Trial Measures heighten thecost for offenders by enforcing accountability with administrative penalties andincorporating the compliance status of relevant market participants into theSecuriti

317、es Market Integrity Archives.According to the Notice,since the date of effectiveness of the Trial Measureson March31,2023,PRC domestic enterprises falling within the scope of filing thathave been listed overseas or met certain circumstances are“existing enterprises.”Existing enterprises are not requ

318、ired to file with the CSRC immediately,andfilings with the CSRC should be made as required if they involve refinancing andother filing matters.In the opinion of our PRC counsel,Jiangsu Junjin Law Firm,we are required to file with the CSRC within threebusiness days after submittingthe application doc

319、uments for offering and listing in the U.S.,and this offeringis contingent upon the completion of our filing with the CSRC.We have dulycompleted the required filings with the CSRC for this offering in accordance withthe requirements under the Trial Measures.The CSRC published the notification onour

320、completion of the required filing procedures for this offering on the CSRCwebsite on April 2,2024.However,if we do not maintain the permissions and approvals of the filingprocedure in a timely manner under PRC laws and regulations,we may be subject toinvestigations by competent regulators,fines or p

321、enalties,ordered to suspend ourrelevant operations and rectify any non-compliance,prohibited from engaging in arelevant business or conducting any offering,and these risks could result in amaterial adverse change in our operating subsidiaries operations,limit ourability to offer or continue to offer

322、 securities to investors,or cause suchsecurities to significantly decline in value or become worthless.The TrialMeasures and Notice were newly published and are subject to change from time totime.Any failure or perceived failure of us to fully comply with such newregulatory requirements could13Table

323、 of Contentssignificantly limit or completely hinder our ability to offer or continue to offersecurities to investors,cause significant disruption to our business operations,and severely damage our reputation,which could materially and adversely affect ourfinancial condition and results of operation

324、s and could cause the value of oursecurities to significantly decline or become worthless.See“RiskFactors Risks Related to Doing Business in China We are required tofulfill the Trial Measures filing procedures and report relevant information to theCSRC;and,since the interpretation and implementation

325、 of the new regulations arestill evolving,we cannot assure you that we will be able to complete the filingsfor this offering and any future offerings,and fully comply with the relevant newrules on a timely basis,if at all”on page 17.As of the date of this prospectus,according to our PRC counsel,Jian

326、gsu JunjinLaw Firm,although we are required to complete the filing procedure in connectionwith our offering(including this offering and any subsequent offering)and listingunder the Trial Measures,no relevant PRC laws or regulations in effect requirethat we obtain permission from any PRC authorities

327、to issue securities to foreigninvestors,and we have not received any inquiry,notice,warning,sanction,or anyregulatory objection to this offering from the CSRC,the CAC,or any other PRCauthorities that have jurisdiction over our operating subsidiaries operations.Implications of Being an Emerging Growt

328、h CompanyWe had less than$1.235billion in revenue during our last fiscal year.As aresult,we qualify as an“emerging growth company”as defined in the Jumpstart OurBusiness Startups Act of 2012(the“JOBS Act”),and may take advantage ofreduced public reporting requirements.These provisions include,but ar

329、e notlimited to:being permitted to present only twoyears of audited financial statementsand only twoyears of related Managements Discussion and Analysis ofFinancial Condition and Results of Operations in our filings with the SEC;not being required to comply with the auditor attestation requirements

330、inthe assessment of our internal control over financial reporting;reduced disclosure obligations regarding executive compensation inperiodic reports,proxy statements and registration statements;andexemptions from the requirements of holding a nonbinding advisory vote onexecutive compensation and sha

331、reholder approval of any golden parachutepayments not previously approved.We may take advantage of these provisions until the lastday of our fiscalyear following the fifth anniversary of the date of the first sale of our OrdinaryShares pursuant to this offering.However,if certain events occur before

332、 the endof such five-year period,including if we become a“large accelerated filer,”ifour annual gross revenues exceed$1.235 billion or if we issue more than$1.0billion of non-convertible debt in any three-year period,we will cease to bean emerging growth company before the end of such five-year peri

333、od.Section107 of the JOBS Act provides that an emerging growth company can takeadvantage of the extended transition period provided in Section7(a)(2)(B)of theSecurities Actof1933,as amended(the“Securities Act”),for complying withnew or revised accounting standards.We have elected to take advantage of thisextended transition period and acknowledge such election is irrevocable pursuant toSection107