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1、F-1/A 1 ea0200053-09.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on November 29,2024Registration No.333-275232UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_AMENDMENT NO.5TOFORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_BAIYA

2、 INTERNATIONAL GROUP INC.(Exact name of Registrant as specified in its charter)_Not Applicable(Translation of Registrants name into English)_Cayman Islands 7370 N/A(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentifi

3、cation Number)5Q,No.5 Golf AvenueGuangpei Community,Guanlan StreetLonghua District,Shenzhen,ChinaTel:+860769-88785888(Address,includingzipcode,andtelephonenumber,includingareacode,ofregistrantsprincipalexecutiveof_COGENCY GLOBAL INC.122 East 42nd Street,18th FloorNewYork,NY10168Tel:212-947-7200(Name

4、,address,including zip code,and telephone number,including area code,ofagent for service)_Copy to:John P.Yung,Esq.Daniel B.Eng,Esq.Lewis Brisbois Bisgaard&Smith LLP45 Fremont Street,Suite 3000San Francisco,CA94105Telephone No.:(415)362-2580 Fang Liu,Esq.VCL Law LLP1945 Old Gallows Road,Suite 260Vien

5、na,VA22182Tel:(301)760-7393_Approximate date of commencement of proposed sale to the public:As soon as practicable after the effectivedate of this Registration Statement.If any of the securities being registered on this Formare to be offered on a delayed or continuous basispursuant to Rule415 under

6、the Securities Actof1933,check the following box.If this Formis filed to register additional securities for an offering pursuant to Rule462(b)under theSecurities Act,please check the following box and list the Securities Act registration statement number of theearlier effective registration statemen

7、t for the same offering.If this Formis a post-effective amendment filed pursuant to Rule462(c)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registrationstatement for the same offering.If this Formis a post-effective

8、 amendment filed pursuant to Rule462(d)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registrationstatement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined

9、 in Rule405 of theSecurities Actof1933.Emerginggrowthcompany If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial a

10、ccounting standards provided pursuant to Section7(a)(2)(B)of the Securities Act._The term“new or revised financial accounting standard”refers to any update issued by the FinancialAccounting Standards Board to its Accounting Standards Codification after April5,2012.The registrant hereby amends this r

11、egistration statement on such date or dates as may be necessary to delayits effective date until the registrant shall file a further amendment,which specifically states that thisregistration statement shall thereafter become effective in accordance with Section8(a)of the SecuritiesAct,or until this

12、registration statement shall become effective on such date as the U.S.Securities andExchange Commission,acting pursuant to Section8(a)of the Securities Act,may determine.Table of ContentsEXPLANATORY NOTEThis Registration Statement contains two prospectuses,as set forth below.Public Offering Prospect

13、us.A prospectus to be used for the public offeringof 2,500,000 ordinary shares of the Registrant(the“Public OfferingProspectus”)through the underwriter named on the cover page of the PublicOffering Prospectus.Resale Prospectus.A prospectus to be used for the resale by the sellingshareholders set for

14、th therein of 1,500,000 ordinary shares of theRegistrant(the“Resale Prospectus”).The Resale Prospectus is substantively identical to the Public Offering Prospectus,except for the following principal points:they contain different outside and inside front covers and back covers;they contain different

15、Offering sections in the Prospectus Summary sectionbeginning on page Alt-1;they contain different Use of Proceeds sections on page Alt-2;a Selling Stockholder section is included in the Resale Prospectus;a Selling Stockholder Plan of Distribution is inserted;andthe Legal Matters section in the Resal

16、e Prospectus on page Alt-6 deletes thereference to counsel for the underwriter.The Registrant has included in this Registration Statement a set of alternate pagesafter the back cover page of the Public Offering Prospectus(the“Alternate Pages”)to reflect the foregoing differences in the Resale Prospe

17、ctus as compared to thePublic Offering Prospectus.The Public Offering Prospectus will exclude the AlternatePages and will be used for the public offering by the Registrant.The ResaleProspectus will be substantively identical to the Public Offering Prospectus exceptfor the addition or substitution of

18、 the Alternate Pages and will be used for theresale offering by the selling shareholders.Table of ContentsThe information in this prospectus is not complete and may be changed.Thesesecurities may not be sold until the registration statement filed with the Securitiesand Exchange Commission is declare

19、d effective.This preliminary prospectus is not anoffer to sell these securities,and we are not soliciting offers to buy thesesecurities in any jurisdiction where the offer or sale of these securities is notpermitted.SUBJECT TO COMPLETION,DATED NOVEMBER 29,2024PRELIMINARY PROSPECTUSBAIYA INTERNATIONA

20、L GROUP INC.2,500,000 Ordinary SharesThis is a firm commitment public offering of 2,500,000 Ordinary Shares of BaiyaInternational Group Inc.,an exempted company with limited liability incorporatedunder the laws of the Cayman Islands.Prior to this offering,there has been nopublic market for our Ordin

21、ary Shares.We anticipate that the initial public offeringprice of our shares will be between$4.00 and$6.00.We are an“emerging growth company”under applicable U.S.federal securities lawsand are eligible for reduced public company reporting requirements.We have submitted application to list our Ordina

22、ry Shares on the Nasdaq CapitalMarket under the symbol“BIYA”.We cannot guarantee that we will be successful inlisting our Ordinary Shares on the Nasdaq;however,we will not complete thisoffering unless we are so listed.We may amend or supplement this prospectus from time to time by filing amendments

23、orsupplements as required.You should read this entire prospectus and any amendments orsupplements carefully before you make your investment decision.Investing in our Ordinary Shares involves a high degree of risk,includingthe risk of losing your entire investment.Before making any decision toinvest

24、in our Ordinary Shares,you should carefully consider theinformation disclosed under“Risk Factors”beginning on page 23 of thisprospectus.We are not a Chinese operating company,but an offshore holding company incorporatedin the Cayman Islands.As a holding company with no material operations of our own

25、,we conduct all of our operations in China through a variable interest entity,or“VIE”,Shenzhen Gongwuyuan Network Technology Co.,Ltd.(“Gongwuyuan”),and itssubsidiaries,or collectively,the“PRC operating entities.”We entered into aseries of agreements date December29,2021(the“Contractual Arrangements”

26、)withthe VIE and certain shareholders of Gongwuyuan,and this structure involves uniquerisks to investors.Neither we nor our subsidiaries own any equity interests in thePRC operating entities under the VIE structure.Unless specifically described otherwise,as used in this prospectus and in thecontext

27、of describing our consolidated financial information,the terms“we,”“us,”“our company,”“our”,and“Group”refer to Baiya International GroupInc.,a Cayman Islands holding company,its subsidiaries,the VIE and itssubsidiaries in China,as the context requires.This is an offering of the Ordinary Shares of th

28、e offshore holding company,Baiya,instead of shares of the VIE or any of the PRC operating entities;therefore,ourinvestors may never directly hold equity interests in the PRC operating entities.Youare not investing in the PRC operating entities.Neither we nor our subsidiaries ownany share or equity i

29、nterest in the PRC operating entities.Instead,we consolidatethe financial results of the VIE as a primary beneficiary through the ContractualArrangements between our wholly owned subsidiary entity,Shenzhen Pengze FutureTechnology Co.,Ltd.(“Pengze WFOE”),Gongwuyuan,the VIE,and certain shareholdersof

30、Gongwuyuan.We are utilizing the VIE structure because some of the VIEsbusinesses may be prohibited or restricted from direct foreign investment underChinese law.As a result of Baiyas indirect ownership in Pengze WFOE and theContractual Arrangements,we treat the VIE and the VIEs subsidiaries as ourco

31、nsolidated entities under U.S.GAAP,but we do not own equity interests in the VIEor its subsidiaries.We have consolidated the financial results of the VIE and theVIEs subsidiaries in our consolidated financial statements in accordance withU.S.GAAP.See“Corporate History and StructureContractual Arrang

32、ements amongPengze WFOE,Gongwuyuan,and the Shareholders of the VIE”starting on page 96 formore information.As we chose such VIE structure,we are subject to certain unique risks anduncertainties that may not otherwise exist if we had direct equity ownership in thePRC operating entities.Because we do

33、not directly hold equity interests in the VIEand its subsidiaries,our Contractual Arrangements may not be effective in providingcontrol over Gongwuyuan.Further,we are subject to risks due to uncertainty of theinterpretation and the application of the PRC laws and regulations,including Table of Conte

34、ntsbut not limited to limitations on foreign ownership and regulatory review of overseaslisting of PRC companies through a special purpose vehicle,and the validity andenforcement of the Contractual Arrangements.We are also subject to the risks ofuncertainty about any future actions of the PRC govern

35、ment in this regard that coulddisallow the VIE structure,which would likely result in a material change in ouroperations and/or cause the value of our Ordinary Shares to decrease significantly orbecome worthless.As of the date of this prospectus,the agreements under theContractual Arrangements have

36、not been tested in any court of law.For a descriptionof the VIE contractual arrangements,see“Corporate History andStructure Contractual Arrangements among Pengze WFOE,Gongwuyuan,and theShareholders of the VIE”starting on page 96 of this prospectus.See also“Risk Factors Risks relating to the VIE Stru

37、cture The PRCgovernment may find that the Contractual Arrangements with the VIE and itsshareholders to operate our business in China do not comply with applicable PRC Laws,or if these applicable PRC Laws or the interpretation of existing applicable PRC Lawschange in the future,we could be subject to

38、 severe penalties or be forced torelinquish our interests in those operations.Additionally,such determination by thePRC government and changes or interpretations in PRC Laws,if occurred,may causesignificant decline in the value of our shares,or even render our shares worthless;We rely on Contractual

39、 Arrangements with the VIE and certain shareholders of theVIE to consolidate financial results of the PRC operating entities.We do not have anequity ownership in,direct foreign investment in,or control of,through suchownership or investment,the VIE”on page 37 to 38 of this prospectus.We are subject

40、to certain legal and operational risks associated with the VIEoperations in China through the Contractual Arrangements.Additionally,PRC laws andregulations governing our current business operations are sometimes vague anduncertain,and therefore,these risks may result in a material change in ouropera

41、tions,significant depreciation of the value of our Ordinary Shares,or acomplete hindrance of our ability to offer or continue to offer our securities toinvestors and cause the value of such securities to significantly decline or beworthless.The Chinese government may intervene or influence the opera

42、tions of thePRC operating entities at any time and may exert more control over offeringsconducted overseas and/or foreign investment in China-based issuers,which couldresult in a material change in the operations of the PRC operating entities and/orthe value of our Ordinary Shares.Further,any action

43、s by the Chinese government toexert more oversight and control over offerings that are conducted overseas and/orforeign investment in China-based issuers could significantly limit or completelyhinder our ability to offer or continue to offer securities to investors and causethe value of such securit

44、ies to significantly decline or be worthless.Recent statements by the Chinese government have indicated an intent to exert moreoversight and control over offerings that are conducted overseas and/or foreigninvestments in China based issuers.Any future action by the Chinese governmentexpanding the ca

45、tegories of industries and companies whose foreign securitiesofferings are subject to government review could significantly limit or completelyhinder our ability to offer or continue to offer securities to investors and couldcause the value of such securities to significantly decline or be worthless

46、.Inaddition,recently,the PRC government initiated a series of regulatory actions andmade a number of public statements on the regulation of business operations in Chinawith little advance notice,including cracking down on illegal activities in thesecurities market,enhancing supervision over overseas

47、 listing of domesticenterprises,adopting new measures to extend the scope of cybersecurity reviews,andexpanding efforts in anti-monopoly enforcement.On December28,2021,the Measuresfor Cybersecurity Review(2021 version)was promulgated and became effective onFebruary 15,2022,which iterates that any on

48、line platform operators controllingpersonal information of more than one million users which seeks to list in a foreignstock exchange should be subject to cybersecurity review.On July 7,2022,theMeasures for the Security Assessment of Outbound Data Transfers,or the Measures,waspublished and became ef

49、fective on September 1,2022,which requires securityassessment of outbound data transfers in cases,among others,outbound transfer ofpersonal information by a critical information infrastructure operator or a personalinformation processor who has processed the personal information of more than onemill

50、ion people.On September 24,2024,the State Council promulgated the Regulationson the Network Data Security Management(the“Data Security ManagementRegulations”),which will become effective on January 1,2025.Pursuant to the DataSecurity Management Regulations,network data processing activities refer to

51、activities such as the collection,storage,use,processing,transmission,provision,disclosure,and deletion of data.Network data processors refer to individuals ororganizations that independently determine the purposes and methods of dataprocessing activities.Network data processors conducting any data

52、processingactivities that affect or may affect national security shall undergo nationalsecurity review in accordance with relevant national regulations.Where it is indeednecessary to transfer any important data collected and generated within the territoryof the PRC to an overseas party,the security

53、assessment of outbound data transferorganized by the national cyberspace administration department shall be passed.Wecurrently do not have over one million users personal information and do notanticipate that we will be collecting over one million users personal informationin the foreseeable future

54、and the PRC operating entities do Table of Contentsnot conduct any data processing activities that affect or may affect nationalsecurity.Further,the PRC operating entities business operations do not involveany critical information infrastructure,and neither we nor the PRC operatingentities have rece

55、ived any notification from applicable PRC governmental authoritiesindicating that any of the PRC operating entities products or services aredetermined as critical information infrastructure.In light of the above,our PRClegal counsel,Jingtian&Gongcheng,is of the view that we are not subject to thecyb

56、ersecurity review for this offering under the Measures for Cybersecurity Review(2021 version),the Measures or the Data Security Management Regulations.As of thedate of this prospectus,neither we nor the PRC operating entities have received anynotification from applicable PRC governmental authorities

57、 indicating that we or ourPRC operating entities shall file for a cybersecurity review.In addition,as of thedate of this prospectus,neither we nor our PRC operating entities have been subjectto any anti-monopoly investigation,penalty of litigation initiated by governmentauthorities or third parties.

58、Furthermore,we will continue to monitor for updates ofapplicable PRC anti-monopoly laws and regulations.Currently,these statements andregulatory actions have had no material impact on our daily business operations,theability to accept foreign investments and list our securities on a U.S.or otherfore

59、ign exchange.However,since these statements and regulatory actions are new,itis uncertain how soon legislative or administrative regulation making bodies willrespond and what existing or new laws or regulations or detailed implementations andinterpretations will be modified or promulgated,if any,and

60、 the potential impactsuch modified or new laws and regulations will have on our daily business operations,the ability to accept foreign investments and list our securities on a U.S.or otherforeign exchange.We cannot assure you that relevant PRC government agencies wouldreach the same conclusion as w

61、e do or as advised by our PRC legal counsel.If we aresubject to such a probe or if we are required to comply with stepped-up supervisoryrequirements,valuable time from our management and money may be expended incomplying and/or responding to the probe and requirements,thus diverting valuableresource

62、s and attention away from our operations.This may,in turn,negativelyimpact our operations.See also“Risk Factors Risks Relating to Doing Business inChina The recent state government interference into business activities on U.S.listed Chinese companies may negatively impact our existing and future ope

63、rations inChina.The Chinese government may intervene in or influence our operations at anytime,which could result in a material change in our operations and significantly andadversely impact the value of the Ordinary Shares,including potentially causing thevalue of the Ordinary Shares to decline or

64、be worthless;Uncertainties withrespect to the PRC legal system,including uncertainties regarding the enforcement oflaws,and sudden or unexpected changes of laws and regulations in China applicable tous could adversely affect us and limit the legal protections available to you and us;The PRC legal sy

65、stem is evolving,and the resulting uncertainties could adverselyaffect us;The approval of the China Securities Regulatory Commission or other PRCregulatory agencies may be required in connection with this registration under PRClaw.”On February 17,2023,the China Securities Regulation Commission(the“C

66、SRC”)issuedthe Trial Administrative Measures of Overseas Securities Offering and Listing byDomestic Companies(the“Trial Administrative Measures”)and relevant supportingguidelines(collectively,the“New Administrative Rules Regarding OverseasListings”),which became effective on March 31,2023.According

67、to the NewAdministrative Rules Regarding Overseas Listings,among other things,a domesticcompany in the PRC that seeks to offer and list securities in overseas markets shallfulfill the filing procedure with the CSRC.When a domestic company seeks to directlyoffer and list securities in overseas market

68、s,the issuer shall file with the CSRC.When a domestic company seeks to indirectly offer and list securities in overseasmarkets,the issuer shall designate a major domestic operating entity,which shall,as the domestic responsible entity,file with the CSRC.Initial public offerings orlistings in oversea

69、s markets shall be filed with the CSRC within 3 working days afterthe relevant application is submitted overseas.The required filing materials with the CSRC include(without limitation):(i)record-filing reports and related undertakings,(ii)compliance certificates,filing orapproval documents from the

70、primary regulators of applicants businesses(ifapplicable),(iii)security assessment opinions issued by related departments(ifapplicable),(iv)PRC legal opinions issued by domestic law firms(with relatedundertakings),and(v)prospectus or listing documents.In addition,under the New Administrative Rules R

71、egarding Overseas Listings,adomestic company is prohibited from overseas offering and listing if any of thefollowing circumstances is involved:(1)where such securities offering and listingis explicitly prohibited by provisions in laws,administrative regulations andrelevant state rules;(2)where the i

72、ntended securities offering and listing mayendanger national security as reviewed and determined by competent authorities underthe State Council in accordance with law;(3)where the domestic company intending tomake the securities offering and listing,or its controlling shareholders and theactual con

73、troller,have committed crimes such as corruption,bribery,embezzlement,misappropriation of property or undermining the order of the socialist market economyduring the latest three years;(4)where the domestic company intending to make thesecurities offering and listing is suspected of committing crime

74、s or major violationsof laws and regulations,and is under investigation according to law,and noconclusion has yet been made thereof;and(5)where there are material ownershipdisputes over equity held by the domestic Table of Contentscompanys controlling shareholder or by other shareholders that are co

75、ntrolled bythe controlling shareholder and/or actual controller.Moreover,a domestic companythat seeks to offer and list securities in overseas markets shall abide by certainother regulatory requirements as set out in the New Administrative Rules RegardingOverseas Listings,including without limitatio

76、n to,compliance with national secrecy,foreign investment,cybersecurity,data security,cross-border investment andfinancing,foreign exchange,and other laws and relevant provisions.Pursuant to theNew Administrative Rules Regarding Overseas Listings and the Notice on theArrangement for Filing-based Admi

77、nistration of Overseas Offering and Listing byDomestic Companies issued by the CSRC on February 17,2023,we have to file with theCSRC in accordance with the Trial Administrative Measures with respect to thisoffering before listing in the U.S.We completed such filing procedures on June 27,2024,the com

78、pletion of which was posted on the official website of the CSRC on June28,2024.However,we cannot assure you of whether there will be further regulatoryrequirements related to overseas securities offerings and other capital marketsactivities.Any failure on our part to fully comply with further regula

79、toryrequirements may significantly limit or completely hinder our ability to offer orcontinue to offer our Ordinary Shares.On February 24,2023,the CSRC promulgated the Provisions on StrengtheningConfidentiality and Archives Administration of Overseas Securities Offering andListing by Domestic Compan

80、ies(the“Confidentiality and Archives AdministrationProvisions”),which also became effective on March 31,2023.According to theConfidentiality and Archives Administration Provisions,domestic companies that seekoverseas offering and listing(either in direct or indirect means)and the securitiescompanies

81、 and securities service(either incorporated domestically or overseas)providers that undertake relevant businesses shall institute a sound confidentialityand archives administration system,and take necessary measures to fulfillconfidentiality and archives administration obligations.They shall not lea

82、k anystate secret or working secret of government agencies,or harm national security andpublic interests.Furthermore,a domestic company that provides accounting archivesor copies of accounting archives to any entities,including securities companies,securities service providers and overseas regulator

83、s and individuals,shall fulfilldue procedures in compliance with applicable regulations.Working papers produced inthe mainland China by securities companies and securities service providers in theprocess of undertaking businesses related to overseas offering and listing bydomestic companies shall be

84、 retained in mainland China.Where such documents need tobe transferred or transmitted to areas outside of mainland China,relevant approvalprocedures stipulated by regulations shall be followed.We believe that this offeringdoes not involve the leaking of any state secret or working secret of governme

85、ntagencies,or the harming of national security and public interests.However,we maybe required to perform additional procedures in connection with the provision ofaccounting archives.The specific requirements of the relevant procedures arecurrently unclear and we cannot be certain whether we will be

86、able to perform therelevant procedures.Any failure of us to fully comply with new regulatory requirements may significantlylimit or completely hinder our ability to offer or continue to offer our OrdinaryShares,cause significant disruption to our business operations,severely damage ourreputation,mat

87、erially and adversely affect our financial condition and results ofoperations and cause our Ordinary Shares to significantly decline in value or becomeworthless.According to our PRC legal counsel,Jingtian&Gongcheng,under current effectivePRC laws and regulations,apart from the filing procedure with

88、the CSRC under the NewAdministrative Rules Regarding Overseas Listings,we and the PRC operating entitiesare currently not required to obtain permission from any of the PRC authorities toissue the Ordinary Shares to foreign investors.In addition,apart from the filingprocedure with the CSRC under the

89、New Administrative Rules Regarding OverseasListings,we and the PRC operating entities are not required to obtain permission orapproval from the PRC authorities including CSRC or CAC to issue the Ordinary Sharesto foreign investors,nor have we,or the PRC operating entities,applied for orreceived any

90、denial for registration.With regards to the filing procedure with theCSRC under the New Administrative Rules Regarding Overseas Listings,we completedsuch filing procedures on June 27,2024,the completion of which was posted on theofficial website of the CSRC on June 28,2024.However,recently,the Gener

91、al Office of the Central Committee of the Communist Partyof China and the General Office of the State Council jointly issued the“Opinions onSeverely Cracking Down on Illegal Securities Activities According to Law,”or theOpinions,which was made available to the public on July 6,2021.The Opinionsempha

92、sized the need to strengthen the administration over illegal securitiesactivities,and the need to strengthen the supervision over overseas listings byChinese companies.Effective measures,such as promoting the construction of relevantregulatory systems will be taken to deal with the risks and inciden

93、ts of China-concept overseas listed companies,and cybersecurity and data privacy protectionrequirements and similar matters.Further,we are still subject to the uncertainty ofinterpretation and enforcement of the rules and regulations in the PRC,which canchange quickly with little advance notice,and

94、any future actions of the PRCauthorities.We cannot assure you that relevant PRC government agencies would reachthe same conclusion as we do or as advised by our PRC legal counsel.However,(i)ifwe inadvertently concluded that such permissions or approvals are not required,or(ii)if the CAC or other Tab

95、le of Contentsregulatory PRC agencies later promulgate new rules requiring that we obtain theirapprovals to issue the Ordinary Shares to foreign investors,and we are unable toobtain such approval in a timely manner or obtain a waiver of such approvalrequirements.In addition,any uncertainties and/or

96、negative publicity regarding suchan approval requirement could have a material adverse effect on the trading price ofour securities.See“Risk Factors Risks Relating to Doing Business in China”beginning on page 41 and“Risks Relating to the Offering,”beginning on page 59of this prospectus for a discuss

97、ion of these legal and operational risks andinformation that should be considered before making a decision to purchase ourOrdinary Shares.Our Ordinary Shares may be prohibited to trade on an U.S.exchange or“over-the-counter”markets under the Holding Foreign Companies Accountable Act,as amended bythe

98、 Consolidated Appropriation Act,2023(the“HFCA Act”)if the Public CompanyAccounting Oversight Board(the“PCAOB”)is unable to inspect our auditors for twoconsecutive years.The Consolidated Appropriations Act,2023,was signed into law onDecember 29,2022,which amended the HFCA Act(i)to reduce the number o

99、f consecutiveyears that would trigger delisting from three years to two years,and(ii)so thatany foreign jurisdiction could be the reason why the PCAOB does not to have completeaccess to inspect or investigate a companys auditors.As it was originally enacted,the HFCA Act applied only if the PCAOBs in

100、ability to inspect or investigate becauseof a position taken by an authority in the foreign jurisdiction where the relevantpublic accounting firm is located.As a result of the Consolidated AppropriationsAct,2023,the HFCA Act now also applies if the PCAOBs inability to inspect orinvestigate the relev

101、ant accounting firm is due to a position taken by an authorityin any foreign jurisdiction.The denying jurisdiction does not need to be where theaccounting firm is located.Pursuant to the HFCA Act,the PCAOB issued a Determination Report on December16,2021,which found that the PCAOB is unable to inspe

102、ct or investigate completelyregistered public accounting firms headquartered in:(1)mainland China of the PRC,and(2)Hong Kong.In addition,the PCAOBs report identified the specificregistered public accounting firms which are subject to these determinations.OnAugust26,2022,the PCAOB signed a Statement

103、of Protocol with the China SecuritiesRegulatory Commission,or the CSRC,and the Ministry of Finance of the PRC,takingthe first step toward opening access for the PCAOB to inspect and investigateregistered public accounting firms headquartered in mainland China and HongKong.OnDecember 15,2022,the PCAO

104、B announced that it“was able to secure complete accessto inspect and investigate audit firms in the Peoples Republic of China(PRC)forthe first time in history,in 2022.Therefore,on December 15,2022,the PCAOB Boardvoted to vacate previous determinations to the contrary.”Notwithstanding theforegoing,un

105、certainties exist with respect to the implementation of these provisionsand there is no assurance that the PCAOB will be able to execute,in a timely manner,its future inspections and investigations in a manner that satisfies the Statement ofProtocol.Our former auditor,Friedman LLP(“Friedman”),the in

106、dependent registeredpublic accounting firm that issued the audit report included in this prospectus,asan auditor of companies that are traded publicly in the United States and a firmregistered with the PCAOB,was subject to laws in the United States pursuant to whichthe PCAOB conducts regular inspect

107、ions to assess Friedmans compliance withapplicable professional standards.Friedman was headquartered in Manhattan,NewYorkwith no branches or offices outside the United States and had been inspected by thePCAOB on a regular basis,with the last inspection in October 2020.Friedman LLP wasmerged with Ma

108、rcum LLP on September 1,2022 and filed its application to withdraw thePCAOB registration on December 30,2022.On February 21,2023,the Company engagedKreit&Chiu CPA LLP(“Kreit&Chiu”)as its independent registered publicaccounting firm for the fiscal year ended December 31,2022.Our current auditors,Krei

109、t&Chiu,is located at New York,New York,and has been inspected by the PCAOB.The Company will not engage any independent public accounting firm headquartered inmainland China or Hong Kong or not subject to the PCAOBs inspections.In the eventthat,in the future,either there is any regulatory change or s

110、tep taken by PRCregulators that does not permit our auditor to provide audit documentations locatedin China or HongKong to the PCAOB for inspection or investigation or the PCAOBexpands the scope of the Determination so that we are subject to the HFCA Act,as thesame may be amended,you may be deprived

111、 of the benefits of such inspection whichcould result in limitation or restriction to our access to the U.S.capital marketsand trading of our securities,including trading on an U.S.national securitiesexchange and trading on“over-the-counter”markets,may be prohibited under the HFCAAct.See“Risk Factor

112、s Risks Relating to The Offering A recent jointstatement by the SEC and the Public Company Accounting Oversight Board(UnitedStates),or the“PCAOB,”proposed rule changes submitted by Nasdaq,and anact passed by the U.S.Senate all call for additional and more stringent criteria tobe applied to emerging

113、market companies upon assessing the qualification of theirauditors,especially the non-U.S.auditors who are not inspected by the PCAOB.Thesedevelopments could add uncertainties to our listing on Nasdaq in the future.”As of the date of this prospectus,no cash transfer or transfer of other assets haveo

114、ccurred between Baiya,its subsidiaries,and the consolidated VIE as well as thesubsidiaries of the VIE.As of the date of this prospectus,none of oursubsidiaries,consolidated VIE or the subsidiaries of the VIE have made any dividendsor distributions to Table of ContentsBaiya.As of the date of this pro

115、spectus,we do not have any U.S.investors,so nodividends or distributions have been made to any U.S.investors.We intend to keepany future earnings to re-invest in and finance the expansion of the business of thePRC operating entities,and we do not anticipate that any cash dividends will be paidin the

116、 foreseeable future.Currently,we,including our consolidated VIE and thesubsidiaries of the VIE,have not adopted or maintained any cash management policiesand procedures to govern cash transfer between Baiya,its subsidiaries,and theconsolidated VIE as well as the subsidiaries of the VIE,and each enti

117、ty is requiredto comply with applicable law or regulations with respect to transfer of funds,dividends and distributions with other entities.See“Unaudited CondensedConsolidated Schedule of Financial Position”on page 20 of this prospectus foradditional information.For details about the applicable PRC

118、 regulations and rulesrelating to such cash transfers through between Baiya,its subsidiaries,and theconsolidated VIE as well as the subsidiaries of the VIE,and the associated risks,see“Dividends and Other Distributions”on pages 7 to 8 of this prospectus,“Summary of Risk Factors Risks Relating to Doi

119、ng Business in China”on page 41 ofthis prospectus,“Risk Factor Risks Relating to Doing Business in China Werely on dividends and other distributions on equity paid by our PRC subsidiary tofund any cash and financing requirements we may have,and any limitation on theability of our PRC subsidiary to m

120、ake payments to us could have a material adverseeffect on our ability to conduct our business”on page 49 of this prospectus,“RiskFactors Risks Relating to Doing Business in China Restrictions on currencyexchange under PRC Laws may limit our ability to convert cash derived from ouroperating activitie

121、s into foreign currencies and may materially and adversely affectthe value of your investment”on page 51 of this prospectus,and“Dividend Policy”on page 70 of this prospectus.Under Cayman Islands law,a Cayman Islands company may pay a dividend on its sharesout of either profit or share premium amount

122、 or a combination of both,provided thatin no circumstances may a dividend be paid if this would result in the company beingunable to pay its debts due in the ordinary course of business.If we determine topay dividends on any of our Ordinary Shares in the future,as a holding company,wewill rely on pa

123、yments made from Gongwuyuan to Pengze WFOE,pursuant to theContractual Arrangements between them,and the distribution of such payments toJuxing Investment Group(HongKong)Limited(“Juxing HK”)as dividends from PengzeWFOE,unless we receive proceeds from future offerings.Certain payments fromGongwuyuan t

124、o Pengze WFOE are subject to PRC taxes,including value added tax,orVAT,and enterprise income tax.Neither the U.S.Securities and Exchange Commission nor any statesecurities commission has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this prospectus.Any represe

125、ntationto the contrary is a criminal offense.Per Share TotalWithoutOver-AllotmentOption Total WithOver-AllotmentOptionPublic offering price$5.00$12,500,000$14,375,000Underwriting discount(1)$0.375$937,500$1,078,125Proceeds to us,before expenses(2)$4.625$11,562,500$13,296,875_(1)Represents underwriti

126、ng discounts equal to 7.5%per Ordinary Share.(2)Excludes(i)expenses and fees payable to the underwriters,(ii)deferred IPO costs,expensesincurred by us in this offering,and anticipated offering expenses that will be incurred forcompletion of the IPO.See“Underwriting Discounts and Expenses”beginning o

127、n page 160for additional information regarding expense reimbursements and additional fees payable to theunderwriters,and“Expenses Relating to this Offering”on page 164.We have granted a 45-day option to the underwriters to purchase up to an additional375,000 ordinary shares solely to cover over-allo

128、tment,if any.The underwriters expect to deliver the ordinary shares against payment as set forthunder“Underwriting”,on or about,2024.The date of this prospectus is,2024 Table of ContentsTABLE OF CONTENTS PageCOMMONLY USED DEFINED TERMS iiPROSPECTUS SUMMARY 1SUMMARY CONSOLIDATED FINANCIAL DATA 17RISK

129、 FACTORS 23SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA ANDFORECASTS 67USE OF PROCEEDS 69DIVIDEND POLICY 70CAPITALIZATION 71DILUTION 72MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 73CORPORATE HISTORY AND STRUCTURE 94INDUSTRY 101BUSINESS 1

130、10REGULATIONS 120MANAGEMENT 134PRINCIPAL SHAREHOLDERS 140RELATED PARTY TRANSACTIONS 143DESCRIPTION OF SHARE CAPITAL 145SHARES ELIGIBLE FOR FUTURE SALE 152MATERIAL INCOME TAX CONSIDERATION 154UNDERWRITING 160EXPENSES RELATING TO THIS OFFERING 164LEGAL MATTERS 164EXPERTS 164CHANGE IN REGISTRANTS CERTI

131、FYING ACCOUNTANT 164ENFORCEABILITY OF CIVIL LIABILITIES 165WHERE YOU CAN FIND ADDITIONAL INFORMATION 167INDEX TO FINANCIAL STATEMENTS F-1Neither we nor the underwriters have authorized anyone to provide you withinformation different from that contained in this prospectus or any free-writingprospectu

132、s prepared by or on behalf of us or to which we have referred you.We andthe underwriters take no responsibility for,and can provide no assurance as to thereliability of,any other information that others may give you.We and theunderwriters are offering to sell,and seeking offers to buy,the Ordinary S

133、haresonly in jurisdictions where offers and sales are permitted.The information containedin this prospectus is current only as of the date of this prospectus,regardless ofthe time of delivery of this prospectus or of any sale of the Ordinary Shares.We have not taken any action to permit a public off

134、ering of the Ordinary Sharesoutside the United States or to permit the possession or distribution of thisprospectus outside the UnitedStates.Persons outside the UnitedStates who comeinto possession of this prospectus must inform themselves about and observe anyrestrictions relating to the offering o

135、f the Ordinary Shares and the distribution ofthe prospectus outside the UnitedStates.iTable of ContentsCOMMONLY USED DEFINED TERMSUnless specifically described otherwise,as used in this prospectus and in thecontext of describing our consolidated financial information,the terms“we,”“us,”“our company,

136、”“our”,and“Group”refer to Baiya International GroupInc.,a Cayman Islands holding company,its subsidiaries,the VIE and itssubsidiaries in China,as the context requires.“Baiya”refers to Baiya International Group Inc.,a Cayman Islands holdingcompany.“Blue-collar workers”refers to the group of working-c

137、lass people whoperform manual labor and mainly include workers in manufacturing,construction,mining and postal industries.“China”and“PRC”refer to the Peoples Republic of China,including thespecial administrative regions of Hong Kong,Macau and Taiwan.The term“Chinese”has a correlative meaning for the

138、 purpose of this prospectus.When used in the case of laws,regulations and rules,of“China”or“thePRC”,it refers to only such laws,regulations and rules of mainland China.When used in the case of government,governmental authorities,regulatoryagencies,courts,jurisdictions,tax,entities,enterprises,indivi

139、duals andresidents of“China”or“the PRC”or“Chinese”,it refers to only suchgovernment,governmental authorities,regulatory agencies,courts,jurisdictions,tax,entities,enterprises,individuals and residents ofmainland China.“Contractual Arrangements”means those agreements entered into by andamong Pengze W

140、FOE,Gongwuyuan and certain shareholders of Gongwuyuan,including the Business Operation Agreement and Powers of Attorney,ExclusiveConsulting and Service Agreement,Equity Disposal Agreement,Equity PledgeAgreement and Agency Agreement,each dated December 29,2021,and theSpousal Consent Letter dated Sept

141、ember22,2022,which grants Pengze WFOEcontractual rights to(i)direct the activities of the VIE that mostsignificantly impacts the VIEs economic performance,(ii)receivesubstantially all of the economic benefits of the VIE and its subsidiaries;and(iii)have an exclusive option to purchase all or part of

142、 the equityinterests in and assets of the VIE and its subsidiaries when and to theextent permitted by PRC law.The Exclusive Consulting and Service Agreementbetween Penze WFOE and Gongwuyuan was supplemented on December 21,2022 toclarify that no consulting services fees pertaining to the agreement ne

143、ed tobe paid for the period December 29,2021 to December 31,2021.“Customer”and/or“Customers”refer to customers to our projectoutsourcing service and labor dispatching service models.“Employing Company”and/or“Employing Companies”refer to companiesthat need labor force for their production and facilit

144、ies and areemployers seeking workers under our job matching services and entrustedrecruitment service model.The Employing Companies are usually in themanufacturing sector,construction,mining,postal,and other industriesthat require a lot of manpower.“Flexible Employment”in China refers to the allocat

145、ion and arrangement oflabor employment by employers outside of the standard employmentrelationship by providing flexible remuneration to workers,such as toimprove control of employment costs while increasing efficiency ofrecruitment driven by market fluctuation.“Gongwuyuan”and/or“VIE”refer to Shenzh

146、en Gongwuyuan NetworkTechnology Co.,Ltd.,a PRC company.“HR Service Company”and/or“HR Service Companies”refer to companieswho recruit workers according to the employment needs required by theEmploying Company and Customers.“Juxing HK”refers to Juxing Investment Group(Hong Kong)Limited,aHongKong compa

147、ny.“Mainland China”or“Chinese mainland”refer to the Peoples Republic ofChina,excluding,solely for the purpose of this prospectus,the specialadministrative regions of HongKong,Macau and Taiwan.The term“mainlandChinese”has a correlative meaning for the purpose of this prospectus.“Pengze WFOE”refers to

148、 Shenzhen Pengze Future Technology Co.,Ltd.,a PRCcompany.“PRC operating entities”refers to the VIE,Gongwuyuan,and itssubsidiaries.“Ruifeng BVI”refers to Ruifeng International Group Limited,a BritishVirgin Islands company.iiTable of Contents“SaaS”refers to Software-as-a-service.“Shares,”“Shares,”or“O

149、rdinary Shares”are to the ordinary shares ofBaiya International Group,Inc.,par value$0.0001 per share;“White-collar workers”refers to the general term for employees andworkers who do not perform manual labor in an enterprise,includingmanagers,technicians and administrative workers.All references to“

150、RMB,”“yuan”and“Renminbi”are to the legalcurrency of China;all references to“HKD”is to the legal currency ofHongKong;and all references to“USD,”and“U.S.dollars”are to thelegal currency of the UnitedStates.Unless otherwise noted,all other financial and other data related to the company inthis prospect

151、us is presented in U.S.dollars.We present our financial results inU.S.dollars.We make no representation that any RMB or U.S.dollar amounts couldhave been,or could be,converted into U.S.dollars or RMB,as the case may be,atany particular rate,or at all.The PRC government imposes control over its forei

152、gncurrency reserves in part through direct regulation of the conversion of RMB intoforeign exchange and through restrictions on foreign trade.This prospectus containstranslations of certain foreign currency amounts into U.S.dollars for theconvenience of the reader.Unless otherwise stated,all transla

153、tions of RMB intoU.S.dollars in this prospectus were made at the following rates,as set forth inthe H.10 statistical release of the Board of Governors of the Federal Reserve Systemfor the six months ended June 30,2024 and 2023,and for the years ended December 31,2023 and 2022:2024 2023Balance sheet

154、date spot rate(as of June30,2024 andDecember31,2023):7.2672 7.0999Average rate(for the sixmonths ended June30,2024 and2023):7.2150 6.9300 For theYears EndedDecember31,2023 2022Period end RMB to USD exchange rate 7.0999 6.8970Period average RMB to USD exchange rate 7.0809 6.7290iiiTable of ContentsPR

155、OSPECTUS SUMMARYThis summary highlights certain information contained elsewhere in this prospectus.You should read the entire prospectus carefully,especially the“Risk Factors,”“Managements Discussion and Analysis of Financial Condition and Results ofOperations”and our consolidated financial statemen

156、ts and the accompanying notes tothose statements,included elsewhere in this prospectus,before making aninvestment decision.The reader should not put undue reliance on the forward-looking statements in this prospectus,which speak only as of the date of thisprospectus.This prospectus contains informat

157、ion from a May 2022,Research Report on ChinaRecruitment Crowdsourcing Market(“iResearch Report”),commissioned by us andprepared by iResearch Co.,Ltd.,a market research firm(“iResearch”),to provideinformation on the recruitment crowdsourcing market in China.OverviewWe,Baiya International Group Inc.(“

158、Baiya”),are an offshore holding companyincorporated in the Cayman Islands.We are not a Chinese operating company,but anoffshore holding company incorporated in the Cayman Islands.As a holding company,we have no material operations and conduct all of our operations in China throughthe VIE,Shenzhen Go

159、ngwuyuan Network Technology Co.,Ltd.(“Gongwuyuan”),and itssubsidiaries,collectively,“PRC operating entities”.We entered into a series ofContractual Arrangements with the VIE and certain shareholders of Gongwuyuan,andthis structure involves unique risks to investors.See“Risk FactorsRisksRelating to D

160、oing Business in China”for more information.Neither we nor ourdirect and indirect subsidiaries own any equity interests in the PRC operatingentities.Gongwuyuan started to provide job matching services in 2017.In November 2019,Gongwuyuan began developing its cloud-based internet platform to provide o

161、ne-stopcrowdsourcing recruitment and SaaS-enabled HR solutions on the Gongwuyuan Platformto supplement its offline job matching services and started to position itself as aSasS-enabled HR technology company by introducing its Gongwuyuan Platform in theflexible employment marketplace.We have been and

162、 will continue to strategicallydevelop and improve the Gongwuyuan Platform with product features that worktogether with our traditional offline service model to improve the job matching andHR related services in the flexible employment marketplace.Currently our business focuses on four(4)primary ser

163、vices:(i)job matchingservices;(ii)entrusted recruitment services;(iii)project outsourcing services;and(iv)labor dispatching services in the flexible employment market within China,primarily in the core manufacturing regions including the Pearl River Delta andYangtze River Delta region.With respect t

164、o labor dispatching services,however,weare strategically reducing this service,considering the negative gross profithistorically.Gongwuyuan plans to pursue its business growth by continuing tosupplement its existing offline service model by introducing and integrating itsGongwuyuan Platform to provi

165、de better services in the flexible employment marketthroughout China.In addition,we plan to improve our services by continuing todevelop and integrate digital technologies including crowdsourcing,big data andartificial intelligence to enhance the Gongwuyuan Platform.We believe theseefforts will allo

166、w us to provide sufficient job matching and one-stop SaaS-enabledHR solutions to Customers,Employing Companies and workers in the flexibleemployment marketplace throughout China.This is an offering of the Ordinary Shares of the Cayman Islands offshore holdingcompany,Baiya.You are not investing in th

167、e PRC operating entities.Instead,weconsolidate the financial results of Gongwuyuan as the primary beneficiary throughthe Contractual Arrangements.Please see“Corporate History andStructure Contractual Arrangements among Pengze WFOE,Gongwuyuan,and theShareholders of the VIE.”Corporate StructureThe fol

168、lowing diagram summarizes our corporate legal structure and identifies oursubsidiaries,the VIE and its subsidiaries as of the date of this prospectus.Unless otherwise specified,equity interests depicted in this diagram are held100%.The relationships between WFOE and Gongwuyuan as illustrated in this

169、 diagramare governed by the Contractual Arrangements and do not constitute equityownership.1Table of Contents2Table of ContentsWe are an offshore holding company incorporated in the Cayman Islands.As a holdingcompany,we have no material operations and we conduct our operations in Chinathrough the VI

170、E,Gongwuyuan,and its subsidiaries,or collectively,“the PRCoperating entities”.This is an offering of our Ordinary Shares,instead of sharesof the VIE or any of the PRC operating entities,therefore,our investors may neverdirectly hold equity interests in the PRC operating entities.You are not investin

171、gin the PRC operating entities as neither we nor our subsidiaries own any share orequity interest in the PRC operating entities.Instead,we consolidate thefinancial results of Gongwuyan as the primary beneficiary through the ContractualArrangements between our indirectly wholly-foreign owned subsidia

172、ry entity,Shenzhen Pengze Future Technology Co.,Ltd(“Pengze WFOE”),Gongwuyuan and certainshareholders of Gongwuyuan.Contractual Arrangements among Pengze WFOE,Gongwuyuan,and theShareholders of the VIEPengze WFOE,our indirect wholly-foreign owned subsidiary,and Gongwuyuan,as wellas certain shareholde

173、rs of Gongwuyuan entered into a series of ContractualArrangements in December2021.The Contractual Arrangements are designed to allowBaiya to consolidate Gongwuyuans operations and financial results in Baiyasfinancial statements in accordance with U.S.GAAP as the primary beneficiary.Due to PRC legal

174、restrictions on foreign ownership in certain sectors or othermatters,such as value-added telecommunications services,or VATS,many China-basedoperating companies had to list on a U.S.exchange through ContractualArrangements,or a VIE structure,without a direct ownership in main operatingentities.Gongw

175、uyuans operations involve in the VATS,which is classified as asector that restricts foreign ownership.With the advice of our PRC counsel,Baiyahas elected to utilize the VIE structure.Recently,the PRC government initiated a series of regulatory actions andstatements to regulate business operations in

176、 China with little advance notice,including cracking down on illegal activities in the securities market,enhancingsupervision over overseas listing of domestic enterprises,adopting new measures toextend the scope of cybersecurity reviews,and expanding their efforts in anti-monopoly enforcement.Altho

177、ugh we chose a VIE structure,we are subject to certainrisks and uncertainties that may not otherwise exist if we had a direct equityownership in the operating entities.The VIE structure has inherent risks that mayaffect your investment,including less effectiveness and certainties compared todirect o

178、wnership,and potential substantial costs to enforce the terms of theContractual Arrangements in the event of a dispute.See“Risk Factors Risksrelating to the VIE StructureWe rely on Contractual Arrangements with the VIEand certain shareholders of the VIE to consolidate financial results of the PRCope

179、rating entities.We do not have an equity ownership in,direct foreigninvestment in,or control of,through such ownership or investment,the VIE.”Wemay have difficulty in enforcing our rights under the Contractual Arrangements withGongwuyuan and shareholders in the PRC because our Contractual Arrangemen

180、ts aregoverned by the PRC laws and provide for the resolution of disputes througharbitration in the PRC,where the legal environment is still developing.Due touncertainties regarding the interpretation and application of relevant PRC laws andregulations in connection with the VIE structure or VIE Agr

181、eements,our ability toenforce the VIE Agreements could be substantially hampered.See“RiskFactors Risks Relating to Doing Business in China Uncertainties withrespect to the PRC legal system,including uncertainties regarding the enforcementof laws,and sudden or unexpected changes in laws and regulatio

182、ns in China couldadversely affect us and limit the legal protections available to you and us.”Furthermore,these Contractual Arrangements may not be enforceable in China if PRCgovernment authorities or courts take a view that such Contractual Arrangementscontravene PRC laws and regulations or are not

183、 otherwise enforceable for publicpolicy reasons.In the event we are unable to enforce these ContractualArrangements,we may not be able to exert effective control over Gongwuyuan,andour ability to conduct our business may be materially and adversely affected.Formore information,see“Risk FactorsRisks

184、relating to the VIEStructureThe PRC government may find that the Contractual Arrangements withthe VIE and its shareholders to operate our business in China do not comply withapplicable PRC Laws,or if these applicable PRC Laws or the interpretation ofexisting applicable PRC Laws change in the future,

185、we could be subject to severepenalties or be forced to relinquish our interests in those operations.Additionally,such determination by the PRC government and changes orinterpretations in PRC Laws,if occurred,may cause significant decline in thevalue of our shares,or even render our shares worthless.

186、”3Table of ContentsThe following is a brief description of the Contractual Arrangements entered intoin December2021,between Pengze WFOE,Gongwuyuan,and certain shareholders of theVIE,and the Spousal Consent Letters dated September22,2022:Business Operation Agreement.The Pengze WFOE entered into a bus

187、inessoperation agreement with Gongwuyuan and certain shareholders of the VIE onDecember 29,2021,pursuant to which(1)Gongwuyuan shall not enter into anytransaction which may materially affect its assets,businesses,employees,obligations,rights or operations without the written consent of the Pengze WF

188、OE orany other party designated by the Pengze WFOE;(2)Gongwuyuan and certainshareholders agree to accept suggestions by the Pengze WFOE in respect of theemployment and dismissal of Gongwuyuans employees,daily operations and financialmanagement of Gongwuyuan;and(3)Gongwuyuan and the shareholders shal

189、l appoint theindividuals designated by the Pengze WFOE as the directors(including the executivedirector)of Gongwuyuan,and shall appoint the persons recommended by the PengzeWFOE as the general manager,chief financial officer and other senior managementmembers and officers of Gongwuyuan.The term of t

190、he business operation agreementshall be ten(10)years from the effective date unless terminated by the PengzeWFOE upon thirty(30)days advance notice to Gongwuyuan and the shareholders.Uponrequest by the Pengze WFOE,the parties shall extend the term of the businessoperation agreement by entering into

191、a new business operation agreement or continueperforming the existing business operation agreement.Powers of Attorney.Each of the signing shareholders of Gongwuyuan executed apower of attorney on December29,2021(the“Powers of Attorney”)to irrevocablyappoint the Pengze WFOE or the person designated b

192、y the board of directors or theexecutive director of the Pengze WFOE as its agent to act on its behalf to exercisetheir shareholders and voting rights in the name of the shareholders in accordancewith the applicable PRC laws and regulations and the articles of association ofGongwuyuan.Exclusive Cons

193、ulting and Service Agreement.Under an exclusive consulting andservice agreement dated December29,2021,entered into between the Pengze WFOE andGongwuyuan,the Pengze WFOE shall have the exclusive right to provide Gongwuyuanwith consulting and related services.Such services include:(a)Research and deve

194、lopment services of business-related software;(b)Providing business-related technical services,applications,andexecution,including but not limited to design,installation,and testingof all systems;(c)Providing daily maintenance support,upgrade,maintenance,monitoring,and troubleshooting of computer ne

195、twork equipment and other technicalservices;(d)Pre-job,on-the-job,and technical training services for personnel;(e)Technology development and transfer services;(f)Public relations services;(g)Market research and consulting services(excluding market researchservices that are prohibited by the laws of

196、 the Peoples Republic ofChina for foreign-invested enterprises);(h)Services for the formulation of medium and short-term market developmentand market plans;(i)Consulting services related to business compliance;(j)Organization and planning services related to marketing and customeractivities;(k)Intel

197、lectual property licenses;(l)Equipment provision and rental;and(m)Management consulting services and other business and technical consultingservices related to business operation.Without the Pengze WFOEs prior written consent,Gongwuyuan may not accept servicescovered by the exclusive consulting and

198、service agreement from any third partyduring the term of the agreement.In addition,the Pengze WFOE shall own allrights,titles,interests and intellectual property rights arising out of theperformance of the exclusive consulting and service agreement,provided,however,that if the development of such in

199、tellectual property is based on the intellectualproperty rights of Gongwuyuan,Gongwuyuan shall ensure that such rights are free ofany4Table of Contentsdefect or Gongwuyuan shall bear the loss caused to the Pengze WFOE.Asconsideration,Gongwuyuan agrees to pay the ninety-five percent(95%)of its pre-ta

200、x profit,for each profitable fiscal year,and deducting any loss(if any)in theprevious year,the necessary costs,expenses,taxes incurred in the year and thewithdrawn statutory reserve fund that must be withdrawn according to law by thePengze WFOE.The exclusive consulting and service agreement shall re

201、main effective for ten(10)years from the effective date unless terminated by mutual agreement betweenthe Pengze WFOE and Gongwuyuan.or unilaterally terminated by the Pengze WFOE inadvance.Upon request by the Pengze WFOE,the parties shall extend the term of theexclusive consulting and service agreeme

202、nt by entering into a new exclusiveconsulting and service agreement or continue performing the existing exclusiveconsulting and service agreement.The Exclusive Consulting and Service Agreement between Penze WFOE and Gongwuyuanwas supplemented on December 21,2022 to clarify that no consulting service

203、 seespertaining to the agreement need to be paid for the period December 29,2021 toDecember 31,2021.Equity Disposal Agreement.The Pengze WFOE entered into an equity disposalagreement with Gongwuyuan and certain shareholders of the VIE on December29,2021.Pursuant to the equity disposal agreement,the

204、shareholders and Gongwuyuan havegranted the Pengze WFOE(or its designee)an exclusive option to acquire all or aportion of the ninety-five percent(95%)equity held by the shareholders and all ora portion of the ninety-five percent(95%)assets of Gongwuyuan at the priceequivalent to the lowest price the

205、n permitted under PRC law.The Pengze WFOE may,at its sole discretion,at any time exercise the option.Moreover,the Pengze WFOEmay designate a third party to exercise the option on its behalf.Under the equity disposal agreement,Gongwuyuan may not,among other obligations,sell,transfer,mortgage or other

206、wise dispose of any asset,business or income,orallow any other security interest to be created on them,enter into transactionsthat will materially and adversely affect its assets,responsibilities,operations,equity and other legitimate rights,distribute dividends and bonuses in any form toall shareho

207、lders,incur,inherit,guarantee or permit to subsist any debt except inthe ordinary course of business unless otherwise expressly agreed to by the PengzeWFOE,enter into any material contracts except in the ordinary course of business,increase or decrease the registered capital of Gongwuyuan or otherwi

208、se change thestructure of the registered capital,supplement,modify or amend the articles ofassociation of Gongwuyuan in any way,or merge or associate with any person,oracquire any person or invest in any person.In addition,the shareholders may not,among other obligations,supplement,modify or amend t

209、he articles of association ofGongwuyuan that will materially and adversely affect Gongwuyuans assets,liabilities,operations,equity and other rights,cause Gongwuyuan to enter intotransactions that will materially and adversely affect Gongwuyuans assets,responsibilities,operations,equity and other rig

210、hts,adopt a resolution on thedistribution of dividends and bonuses,sell,transfer,mortgage or dispose of theirequity interest in any way,sell,transfer,mortgage or dispose of the rights ofany equity and assets of Gongwuyuan,or allow any other security interest to becreated on them,approve the merger o

211、r association or reorganization in any otherform,and independently wind up,liquidate or dissolve Gongwuyuan.The equity disposal agreement shall remain effective for ten(10)years from theeffective date.Upon request by the Pengze WFOE,the parties shall extend the termof the equity disposal agreement b

212、y entering into a new equity disposal agreementor continue performing the existing equity disposal agreement.Equity Pledge Agreement.The Pengze WFOE entered into an equity pledgeagreement with certain shareholders of the VIE on December29,2021,pursuant towhich the shareholders have pledged ninety-fi

213、ve percent(95%)of equity interestsin Gongwuyuan held by them,and all current and future rights and interests basedon such equity,as priority security guarantees in favor of the Pengze WFOE tosecure the performance of Gongwuyuan and the shareholders performance of theirobligations under,where applica

214、ble,(i)the Exclusive Consulting and ServiceAgreement,(ii)the Equity Disposal Agreements,and(iii)the Business OperationAgreement(collectively,the“Principal Agreements”).The Pengze WFOE is entitledto exercise its right for the priority of compensation obtained by theshareholders pledged interests in t

215、he equity of Gongwuyuan in the event thateither the shareholders or Gongwuyuan fails to perform their respective obligationsunder the Principal Agreements.The Pengze WFOE may transfer all or any of itsrights and obligations under the equity pledge agreement to any designated thirdparty.The equity pl

216、edge agreement will remain in full force and effective untilGongwuyuan and the shareholders have satisfied their obligations under thePrincipal Agreements.Agency Agreement.The Pengze WFOE entered into an agency agreement withcertain shareholders of the VIE on December 29,2021,pursuant to which thesh

217、areholders granted the Pengze WFOE an irrevocable right to exercise the votingrights of the shareholders in accordance with the laws of the PRC and the Articlesof Association of Gongwuyuan,for the maximum period permitted by law.Theshareholders shall authorize the person appointed by the5Table of Co

218、ntentsPengze WFOE to exercise all the voting rights held by them regardless of any changein the equity of Gongwuyuan.In addition,the shareholders shall not transfer anyof their shareholders rights and interests in Gongwuyuan to any individual or othercompany other than the Pengze WFOE or any person

219、or entity designated by the PengzeWFOE.The agency agreement shall come into effect upon its execution,and may beterminated by the unanimous consent of all parties or unilaterally by the PengzeWFOE with a thirty(30)days advance notice.Spousal Consent Letter.Each spouse of relevant individual sharehol

220、ders ofGongwuyuan has signed a Spousal Consent Letter.Under the Spousal Consent Letter,the signing spouse has unconditionally and irrevocably agreed that the dispositionof the equity interest in Gongwuyuan which is held by and registered under the nameof his or her spouse shall be made pursuant to t

221、he above-mentioned BusinessOperation Agreement and Powers of Attorney,Equity Disposal Agreement,EquityPledge Agreement,and Agency Agreement,signed by his or her spouse,as amendedfrom time to time.Each of the signing spouse undertakes to take necessary actionsto ensure the performance of above-mentio

222、ned VIE agreements.Based on the foregoing Contractual Arrangements,Baiya is allowed to consolidateGongwuyuans operations and financial results in Baiyas consolidated financialstatements for the periods presented herein as if the current corporate structurehad been in existence throughout the periods

223、 presented under common control inaccordance with Regulation S-X-3A-02 promulgated by the SEC and AccountingStandards Codification(“ASC”)810-10,Consolidation.As we chose such VIE structure,we are subject to certain unique risks anduncertainties that may not otherwise exist if we had direct equity ow

224、nership in thePRC operating entities.Because we do not directly hold equity interests in the VIEand its subsidiaries,our Contractual Arrangements may not be effective inproviding control over Gongwuyuan,the VIE and their shareholders could breachtheir contractual arrangements with us by,among other

225、things,failing to conductthe operations of the VIE in an acceptable manner or taking other actions that aredetrimental to our interests.If we had direct ownership of the VIE in China,wewould be able to exercise our rights as a shareholder to effect changes in theboard of directors of the VIE,which i

226、n turn could implement changes,subject toany applicable fiduciary obligations,at the management and operational level.However,under the current contractual arrangements,we rely on the performance bythe VIE and their shareholders of their obligations under the contracts to exercisecontrol over the VI

227、E.The shareholders of the VIE may not act in the best interestsof our company or may not perform their obligations under these contracts.If anydispute relating to these contracts remains unresolved,we will have to enforce ourrights under these contracts through the operations of PRC law and arbitrat

228、ion,litigation and other legal proceedings and therefore the Company may incursubstantial costs to enforce the terms of the arrangements.Furthermore,if the VIEor their shareholders fail to perform their respective obligations under thecontractual arrangements,we may have to incur substantial costs a

229、nd expendadditional resources to enforce such arrangements.We may also have to rely onlegal remedies under PRC law,including seeking specific performance or injunctiverelief,and contractual remedies,which we cannot assure you will be sufficient oreffective under PRC law.For example,if the shareholde

230、rs of the VIE were to refuseto transfer their equity interests in the VIE to us or our designee if we exercisethe purchase option pursuant to these contractual arrangements,or if they wereotherwise to act in bad faith toward us,then we may have to take legal actions tocompel them to perform their co

231、ntractual obligations.In addition,if any thirdparties claim any interest in such shareholders equity interests in the VIE,ourability to exercise shareholders rights or foreclose the share pledge according tothe contractual arrangements may be impaired.Further,we are subject to risks dueto uncertaint

232、y of the interpretation and the application of the PRC laws andregulations,including but not limited to limitations on foreign ownership,andregulatory review of overseas listing of PRC companies through a special purposevehicle,and the validity and enforcement of the Contractual Arrangements.We area

233、lso subject to the risks of uncertainty about any future actions of the PRCgovernment in this regard that could disallow the VIE structure,which would likelyresult in a material change in our operations and/or cause the value of ourOrdinary Shares to decrease significantly or become worthless.Howeve

234、r,as of thedate of this prospectus,the agreements under the Contractual Arrangements have notbeen tested in any courts of law.For more details,please see“Risk FactorsRisks relating to the VIE Structure The PRC government may find that theContractual Arrangements with the VIE and its shareholders to

235、operate our businessin China do not comply with applicable PRC Laws,or if these applicable PRC Laws orthe interpretation of existing applicable PRC Laws change in the future,we couldbe subject to severe penalties or be forced to relinquish our interests in thoseoperations.Additionally,such determina

236、tion by the PRC government and changes orinterpretations in PRC Laws,if occurred,may cause significant decline in thevalue of our shares,or even render our shares worthless;We rely on ContractualArrangements with the VIE and certain shareholders of the VIE to consolidatefinancial results of the PRC

237、operating entities.We do not have an equity ownershipin,direct foreign investment in,or control of,through such ownership orinvestment,the VIE.”For a description of the VIE contractual arrangements,see“Corporate History and StructureContractual Arrangements among Pengze WFOE,Gongwuyuan,and the Share

238、holders of the VIE”starting on page 96 of thisprospectus.6Table of ContentsAccording to our PRC legal counsel,under current effective PRC laws andregulations,apart from the filing procedure with the CSRC under the NewAdministrative Rules Regarding Overseas Listings,we and the PRC operating entitiesa

239、re not required to obtain permission or approval from the PRC authoritiesincluding CSRC or CAC to issue the Ordinary Shares to foreign investors,nor havewe,or the PRC operating entities,applied for or received any denial for theRegistration.However,recently,the General Office of the Central Committe

240、e of theCommunist Party of China and the General Office of the State Council jointly issuedthe“Opinions on Severely Cracking Down on Illegal Securities Activities Accordingto Law,”or the Opinions,which was made available to the public on July6,2021.The Opinions emphasized the need to strengthen the

241、administration over illegalsecurities activities,and the need to strengthen the supervision over overseaslistings by Chinese companies.Effective measures,such as promoting theconstruction of relevant regulatory systems will be taken to deal with the risksand incidents of China-concept overseas liste

242、d companies,and cybersecurity anddata privacy protection requirements and similar matters.The Opinions and anyrelated implementing rules to be enacted may subject us to compliance requirementin the future.Further,we are still subject to the uncertainty of interpretationand enforcement of the rules a

243、nd regulations in the PRC,which can change quicklywith little advance notice,and any future actions of the PRC authorities.Wecannot assure you that relevant PRC government agencies would reach the sameconclusion as we do or as advised by our PRC legal counsel.However,(i)if weinadvertently concluded

244、that such permissions or approvals are not required,or(ii)if the CAC or other regulatory PRC agencies later promulgate new rulesrequiring that we obtain their approvals to issue the Ordinary Shares to foreigninvestors,and we are unable to obtain such approval in a timely manner or obtain awaiver of

245、such approval requirements.In addition,any uncertainties and/ornegative publicity regarding such an approval requirement could have a materialadverse effect on the trading price of our securities.See“Risk Factors RisksRelating to Doing Business in China”beginning on page 41 and“Risks Relatingto the

246、Offering,”beginning on page59 of this prospectus for a discussion ofthese legal and operational risks and information that should be considered beforemaking a decision to purchase our Ordinary Shares.Dividends and Other DistributionsWe are a holding company with no material operations of our own and

247、 do not generateany revenue.We currently conduct substantially all of our operations through thePRC operating entities.Under Cayman Islands law,Baiya may pay a dividend on itsshares out of either profit or share premium amount or a combination of both,provided that in no circumstances may a dividend

248、 be paid if this would result inthe company being unable to pay its debts due in the ordinary course of business.If we determine to pay dividends on any of our Ordinary Shares in the future,as aholding company,we will rely on payments made from Gongwuyuan to the Pengze WFOE,pursuant to the Contractu

249、al Arrangements,and the dividend payment to Juxing HKfrom Pengze WFOE,unless we receive proceeds from future offerings.Certainpayments from Gongwuyuan to the Pengze WFOE are subject to PRC taxes,includingvalue added tax,or VAT,and enterprise income tax.We intend to keep any future earnings to re-inv

250、est in and finance the expansion ofthe business of the PRC operating entities,and we do not anticipate that any cashdividends will be paid in the foreseeable future.As of the date of thisprospectus,no cash transfer or transfer of other assets have occurred betweenBaiya,its subsidiaries,and the conso

251、lidated VIE as well as its subsidiaries.Asof the date of this prospectus,none of our subsidiaries,the consolidated VIE,orthe subsidiaries of the VIE have made any dividends or distributions to Baiya.Asof the date of this prospectus,we do not have any U.S.investors,so no dividendsor distributions hav

252、e been made to any U.S.investors.Currently,we,including ourconsolidated VIE and the subsidiaries of the VIE,have not adopted or maintainedany cash management policies and procedures to govern cash transfer between Baiya,its subsidiaries,and the consolidated VIE as well as the subsidiaries of the VIE

253、,and each entity needs to comply with applicable law or regulations with respect totransfer of funds,dividends and distributions with other entities.Our Pengze WFOEs ability to distribute dividends is based upon its distributableearnings.Current PRC regulations permit the Pengze WFOE to pay dividend

254、s to JuxingHK only out of their accumulated profits,if any,determined in accordance withChinese accounting standards and regulations.In addition,each of our subsidiariesin China is required to set aside at least 10%of its after-tax profits each year,if any,to fund a statutory reserve until such rese

255、rve reaches 50%of itsregistered capital.Each of such entity in China may also set aside a portion ofits after-tax profits to fund an optional reserve,although the amount to be setaside,if any,is determined at the discretion of its shareholders.The reservescan be used to increase the registered capit

256、al,cover losses made in pastyears andenhance the companys productivity and expand its business.7Table of ContentsThe PRC government also imposes controls on the conversion of RMB into foreigncurrencies and the remittance of currencies out of the PRC.Therefore,we mayexperience difficulties in complet

257、ing the administrative procedures necessary toobtain and remit foreign currency for the payment of dividends from our profits,ifany.Furthermore,if our subsidiaries in the PRC incur debt on their own in thefuture,the instruments governing the debt may restrict their ability to paydividends or make ot

258、her payments.If we or our subsidiaries are unable to receivethe relevant revenues from our operations through the current ContractualArrangements,we may be unable to pay dividends on our Ordinary Shares.Cash dividends,if any,on our Ordinary Shares will be paid in U.S.dollars.If weare considered a PR

259、C tax resident enterprise for tax purposes,any dividends we payto our overseas shareholders may be regarded as China-sourced income and as aresult may be subject to PRC withholding tax at a rate of up to 10.0%.In order for us to pay dividends to our shareholders,we will rely on payments madefrom Gon

260、gwuyuan to the Pengze WFOE,pursuant to the Contractual Arrangements,andthe dividend payments to Juxing HK from the Pengze WFOE.Certain payments from theVIE,Gongwuyuan,to Pengze WFOE are subject to PRC taxes,including VAT andenterprise income tax.Pursuant to the Arrangement between Mainland China and

261、 the Hong Kong SpecialAdministrative Region for the Avoidance of Double Taxation and Tax Evasion onIncome,or the Double Tax Avoidance Arrangement,the 10%withholding tax rate maybe lowered to 5%if a HongKong resident enterprise owns no less than 25%of a PRCproject.However,the 5%withholding tax rate d

262、oes not automatically apply andcertain requirements must be satisfied,including without limitation that(a)theHong Kong project must be the beneficial owner of the relevant dividends;and(b)the HongKong project must directly hold no less than 25%share ownership inthe PRC project during the 12 consecut

263、ive months preceding its receipt of thedividends.In current practice,a HongKong project must obtain a tax residentcertificate from the Hong Kong tax authority to apply for the 5%lower PRCwithholding tax rate.As the HongKong tax authority will issue such a tax residentcertificate on a case-by-case ba

264、sis,we cannot assure you that we will be able toobtain the tax resident certificate from the relevant HongKong tax authority andenjoy the preferential withholding tax rate of 5%under the Double TaxationArrangement with respect to dividends to be paid by our PRC subsidiary to itsimmediate holding com

265、pany,Juxing HK.As of the date of this prospectus,we havenot applied for the tax resident certificate from the relevant Hong Kong taxauthority.Juxing HK intends to apply for the tax resident certificate when thePengze WFOE plans to declare and pay dividends to Juxing HK.See“RiskFactorsRisks Relating

266、to Doing Business in ChinaThere are significantuncertainties under the EIT Law relating to the withholding tax liabilities of ourPRC subsidiary,and dividends payable by our PRC subsidiary to our offshoresubsidiaries may not qualify to enjoy certain treaty benefits.”Further,the proceeds of this offer

267、ing may be sent back from the holding company tothe PRC,and the process for sending such proceeds back to the PRC may be time-consuming after the closing of this offering.We may be unable to use theseproceeds to grow the business of the PRC operating entities until the PRC operatingentities receive

268、such proceeds in the PRC.Any transfer of funds by the holdingcompany to the PRC operating entities,either as a shareholder loan or as anincrease in registered capital,are subject to registration,filing with or reportto relevant governmental authorities in China.Any foreign loans procured by thePRC o

269、perating entities is required to be registered with Chinas StateAdministration of Foreign Exchange(“SAFE”)in its local branches and satisfyrelevant requirements,and the PRC operating entities may not procure loans whichexceed the difference between their respective total project investment amount an

270、dregistered capital or 3 times(which may be varied year by year due to the changeof PRCs national macro-control policy)of the net worth of our PRC subsidiary.According to the relevant PRC regulations on foreign-invested enterprises in China,capital contributions to the Pengze WFOE are subject to the

271、 registration with StateAdministration for Market Regulation in its local branches,report submission tothe Ministry of Commerce in its local branches and registration with a local bankauthorized by SAFE.Company InformationOur principal executive offices are located at Yifang Capital Industrial Park,

272、No.33 Pingshan Industrial Road,Building A,16F,Tangxia,Dongguan,Guangdong,China,and our telephone number is+86 0769-88785888.We maintain a website .Our website or any other website does not constitute a part of thisprospectus.Our registered office in the Cayman Islands is located at the office ofHarn

273、eys Fiduciary(Cayman)Limited,4th Floor,Harbour Place,103 South ChurchStreet,P.O.Box 10240,Grand Cayman KY1-1002,Cayman Islands.Our agent forservice of process in the UnitedStates is Cogency Global,Inc.located at 122 East42nd Street,18th Floor,NewYork,NY10168.8Table of ContentsCorporate History and S

274、tructureBaiya International Group Inc.(“Baiya”)is a holding company incorporated underthe laws of the Cayman Islands on October 18,2021.We have no substantialoperations other than holding all of the issued and outstanding shares of RuifengInternational Group Limited,or Ruifeng BVI,which was establis

275、hed in the BritishVirgin Islands on October25,2021.Ruifeng BVI is also a holding company withsubstantially no operations other than holding all of the issue and outstandingshares of Juxing Investment Group(HongKong)Limited,or Juxing HK,which wasestablished on November3,2021 under the laws of HongKon

276、g.Juxing HK is also aholding company with substantially no operations other than holding all of theissue and outstanding shares of Shenzhen Pengze Future Technology Co.,Ltd,orPengze WFOE,which was established on December9,2021 under the laws of PRC.We conduct business operations through the VIE,Shen

277、zhen Gongwuyuan NetworkTechnology Co.,Ltd.,or Gongwuyuan,a PRC company,and its subsidiaries in China.Gongwuyuan was incorporated in China on October23,2017 and started to provide jobmatching services in 2017.The Gongwuyuan Platform was launched in November2019and has since expanded its flexible empl

278、oyment matching services in 5 provinces and30 cities.Summary of Risk FactorsInvesting in our Ordinary Shares involves significant risks.You should carefullyconsider all of the information in this prospectus before making an investment inour Ordinary Shares.Below please find a summary of the principa

279、l risks we face,organized under relevant headings.These risks are discussed more fully in thesection titled“Risk Factors”beginning on page 23 of this prospectus.Risks Relating to Our Business and Industry(for a more detaileddiscussion,see“Risk Factors Risks Relating to Our Business andIndustry”begin

280、ning on page 23 of this prospectus)Risks and uncertainties related to the PRC operating entities business andindustry include,but are not limited to,the following:Our PRC operating entities operate in the emerging,dynamic,andcompetitive flexible employment industry,which makes it difficult forinvest

281、ors to evaluate our PRC operating entities future prospects,andwe cannot assure you that their current or future strategies will besuccessfully implemented or will generate sustainable profit.See“RiskFactors Risks Relating to Our Business and Industry Our PRCoperating entities operate in the emergin

282、g,dynamic,and competitiveflexible employment industry,which makes it difficult for investors toevaluate our PRC operating entities future prospects,and we cannotassure you that their current or future strategies will be successfullyimplemented or will generate sustainable profit.”on page 23 of thisp

283、rospectus.We have a limited operating history and are subject to the risksencountered by development-stage companies.We cannot assure you that themarket for our services will develop as we expect or we will be able tomaintain the growth rate that they have experienced to date.See“RiskFactorsRisks Re

284、lating to Our Business and IndustryWe have alimited operating history and are subject to the risks encountered bydevelopment-stage companies.We cannot assure you that the market for ourservices will develop as we expect or we will be able to maintain thegrowth rate that they have experienced to date

285、.”on page 24 of thisprospectus.The proper functioning of our Gongwuyuan platform and its technologyinfrastructure is essential to our business.Any errors in or disruptionto the PRC operating entities IT systems and infrastructure and those onwhich they rely could materially affect their ability to m

286、aintain thesatisfactory performance of their platform and deliver consistent servicesto their clients.See“Risk FactorsRisks Relating to Our Businessand IndustryThe proper functioning of our Gongwuyuan platform and itstechnology infrastructure is essential to our business.Any errors in ordisruption t

287、o the PRC operating entities IT systems and infrastructureand those on which they rely could materially affect their ability tomaintain the satisfactory performance of their platform and deliverconsistent services to their clients.”on page 24 of this prospectus.The PRC operating entities rely on coo

288、peration with third party companiesfor aspects of their business,which could result in disruption,increasedcosts,reputation risks and may adversely affect their business andresults of operations.See“Risk Factors Risks Relating to OurBusiness and IndustryThe PRC9Table of Contentsoperating entities re

289、ly on cooperation with third party companies foraspects of their business,which could result in disruption,increasedcosts,reputation risks and may adversely affect their business andresults of operations.”on page 26 of this prospectus.Our customers may raise objection to and claim for compensation f

290、or theoutsourcing arrangement carried out the PRC operating companies incompleting relevant worker recruitment or labor assignments which couldhave a material adverse effect on our business operation and financialconditions.See“Risk Factors Risks Relating to Our Business andIndustry Our customers ma

291、y raise objection to and claim forcompensation for the outsourcing arrangement carried out the PRC operatingcompanies in completing relevant worker recruitment or labor assignmentswhich could have a material adverse effect on our business operation andfinancial conditions.”on page 27 of this prospec

292、tus.Due to seasonal variations in demand for blue-collar workers and humanresource related services,the PRC operating entities experience materialfluctuations in their revenue streams which affect their ability topredict their quarterly results and which may also cause quarterly resultsto vary from

293、period to period.See“Risk FactorsRisks Relating toOur Business and IndustryDue to seasonal variations in demand forblue-collar workers and human resource related services,the PRC operatingentities experience material fluctuations in their revenue streams whichaffect their ability to predict their qu

294、arterly results and which may alsocause quarterly results to vary from period to period.”on page 27 ofthis prospectus.The PRC operating entities rely heavily on their information systems,andany failure to properly protect privacy and to maintain and secure the PRCoperating entities systems could ser

295、iously damage the PRC operatingentities reputation,disrupt the PRC operating entities operations andharm their business.See“Risk Factors Risks Relating to OurBusiness and IndustryThe PRC operating entities rely heavily on theirinformation systems,and any failure to properly protect privacy and tomai

296、ntain and secure the PRC operating entities systems could seriouslydamage the PRC operating entities reputation,disrupt the PRC operatingentities operations and harm their business.”on page 29 of thisprospectus.If we fail to maintain an effective system of internal controls overfinancial reporting,w

297、e may not be able to accurately report our financialresults or prevent fraud.See“Risk FactorsRisks Relating to OurBusiness and IndustryIf we fail to maintain an effective system ofinternal controls over financial reporting,we may not be able toaccurately report our financial results or prevent fraud

298、.”on page 35 ofthis prospectus.We(or a foreign investor)may become at risk of being taxed or imposed apenalty under Announcement 7 and may be required to expend valuableresources to comply with Announcement 7 or to establish that we(or suchforeign investor)should not be taxed under Announcement 7,wh

299、ich couldhave a material adverse effect on our financial condition and results ofoperations(or such foreign investors investment in us).See“RiskFactors Risks Relating to Our Business and Industry We(or aforeign investor)may become at risk of being taxed or imposed a penaltyunder Announcement 7 and m

300、ay be required to expend valuable resources tocomply with Announcement 7 or to establish that we(or such foreigninvestor)should not be taxed under Announcement 7,which could have amaterial adverse effect on our financial condition and results ofoperations(or such foreign investors investment in us).

301、”on page 36 ofthis prospectus.Risks Relating to the Variable Interest Entity(VIE)Structure(for amore detailed discussion,see“Risk Factors Risks Relating to theVariable Interest Entity(VIE)Structure”beginning on page 36 of thisprospectus)We are also subject to risks and uncertainties related to the V

302、IE structure,including,but not limited to,the following:The PRC government may find that the Contractual Arrangements with the VIEand its shareholders to operate our business in China do not comply withapplicable PRC Laws,or if these applicable PRC Laws or the interpretationof existing applicable PR

303、C Laws change in the future,we could be subjectto severe penalties or be forced to relinquish our interests in thoseoperations.Additionally,such determination by the PRC government andchanges or interpretations in PRC Laws,if occurred,may cause significantdecline in the value of our shares,or even r

304、ender our shares worthless.See“Risk Factors Risks Relating to the Variable Interest Entity(VIE)Structure The PRC government may find that the ContractualArrangements with the VIE and its shareholders to operate our business inChina do not comply with applicable PRC Laws,or if these applicable PRCLaw

305、s or the interpretation of existing applicable PRC Laws change in thefuture,we could be subject to severe penalties or be forced to relinquishour interests in10Table of Contentsthose operations.Additionally,such determination by the PRC governmentand changes or interpretations in PRC Laws,if occurre

306、d,may causesignificant decline in the value of our shares,or even render our sharesworthless.”on page 36 of this prospectus.We rely on Contractual Arrangements with the VIE and certain shareholdersof the VIE to consolidate financial results of the PRC operating entities.We do not have an equity owne

307、rship in,direct foreign investment in,orcontrol of,through such ownership or investment,the VIE.See“RiskFactors Risks Relating to the Variable Interest Entity(VIE)StructureWe rely on Contractual Arrangements with the VIE and certainshareholders of the VIE to consolidate financial results of the PRCo

308、perating entities.We do not have an equity ownership in,direct foreigninvestment in,or control of,through such ownership or investment,theVIE.”on page 37 of this prospectus.We may lose the ability to use and enjoy assets held by Gongwuyuan thatare material to our business operations if Gongwuyuan or

309、 one of itssubsidiaries declares bankruptcy or become subject to a dissolution orliquidation proceeding.See“Risk Factors Risks Relating to theVariable Interest Entity(VIE)StructureWe may lose the ability touse and enjoy assets held by Gongwuyuan that are material to our businessoperations if Gongwuy

310、uan or one of its subsidiaries declares bankruptcy orbecome subject to a dissolution or liquidation proceeding.”on page 39 ofthis prospectus.Uncertainties exist with respect to the interpretation and implementationof the newly enacted Foreign Investment Law,and how it may impact theviability of our

311、current corporate structure,corporate governance,business,financial condition and results of operations.See“RiskFactors Risks Relating to the Variable Interest Entity(VIE)StructureUncertainties exist with respect to the interpretation andimplementation of the newly enacted Foreign Investment Law,and

312、 how it mayimpact the viability of our current corporate structure,corporategovernance,business,financial condition and results of operations.”onpage 39 of this prospectus.Risks Relating to Doing Business in China(for a more detaileddiscussion,see“Risk Factors Risks Relating to Doing Business inChin

313、a”beginning on page 41 of this prospectus)We face risks and uncertainties related to doing business in China in general,including,but not limited to,the following:The recent state government interference into business activities on U.S.listed Chinese companies may negatively impact our existing and

314、futureoperations in China.The Chinese government may intervene in or influenceour operations at any time,which could result in a material change in ouroperations and significantly and adversely impact the value of theOrdinary Shares,including potentially causing the value of the OrdinaryShares to de

315、cline or be worthless.See“Risk Factors Risks Relating toDoing Business in China The recent state government interference intobusiness activities on U.S.listed Chinese companies may negatively impactour existing and future operations in China.The Chinese government mayintervene in or influence our op

316、erations at any time,which could resultin a material change in our operations and significantly and adverselyimpact the value of the Ordinary Shares,including potentially causing thevalue of the Ordinary Shares to decline or be worthless.”on page 41 ofthis prospectus.Adverse changes in economic and

317、political policies of the PRC governmentcould have a material adverse effect on the overall economic growth ofChina,which could adversely affect our,and VIEs business.See“RiskFactors Risks Relating to Doing Business in China Adverse changes ineconomic and political policies of the PRC government cou

318、ld have amaterial adverse effect on the overall economic growth of China,whichcould adversely affect our,and VIEs business.”on page 43 of thisprospectus.Uncertainties with respect to the PRC legal system,includinguncertainties regarding the enforcement of laws,and sudden or unexpectedchanges in laws

319、 and regulations in China could adversely affect us andlimit the legal protections available to you and us.See“Risk FactorsRisks Relating to Doing Business in China Uncertainties with respect tothe PRC legal system,including uncertainties regarding the enforcement oflaws,and sudden or unexpected cha

320、nges in laws and regulations in Chinacould adversely affect us and limit the legal protections available to youand us.”on page 44 of this prospectus.11Table of ContentsThe PRC operating entities may be liable for improper collection,use orappropriation of personal information provided by our custome

321、rs and users.See“Risk Factors Risks Relating to Doing Business in China The PRCoperating entities may be liable for improper collection,use orappropriation of personal information provided by our customers andusers.”on page 47 of this prospectus.We rely on dividends and other distributions on equity

322、 paid by our PRCsubsidiary to fund any cash and financing requirements we may have,andany limitation on the ability of our PRC subsidiary to make payments to uscould have a material adverse effect on our ability to conduct ourbusiness.See“Risk Factors Risks Relating to Doing Business in China We rel

323、y on dividends and other distributions on equity paid by our PRCsubsidiary to fund any cash and financing requirements we may have,andany limitation on the ability of our PRC subsidiary to make payments to uscould have a material adverse effect on our ability to conduct ourbusiness.”on page 49 of th

324、is prospectus.Failure to obtain or renew relevant requisite licenses,permits,authorization,approvals or certificates from the relevant governmentauthorities related to our business operation could have a materialadverse effect on our ability to conduct our business and our financialconditions.See“Ri

325、sk Factors Risks Relating to Doing Business in China Failure to obtain or renew relevant requisite licenses,permits,authorization,approvals or certificates from the relevant governmentauthorities related to our business operation could have a materialadverse effect on our ability to conduct our busi

326、ness and our financialconditions.”on page 53 of this prospectus.It may be difficult to effect service of process upon our directors orofficers named in this prospectus who reside in mainland China or enforcenon-mainland China court judgements against us or them.See“Risk Factors Risks Relating to Doi

327、ng Business in China It may be difficult toeffect service of process upon our directors or officers named in thisprospectus who reside in mainland China or enforce non-mainland Chinacourt judgements against us or them.”on page 58 of this prospectus.Risks Relating to the Offering(for a more detailed

328、discussion,see“Risk Factors Risks Relating to the Offering”beginning on page 59 ofthis prospectus)Risks and uncertainties related to our offering include,but are not limited to,the following:A recent joint statement by the SEC and the Public Company AccountingOversight Board(UnitedStates),or the“PCA

329、OB,”proposed rule changessubmitted by Nasdaq,and an act passed by the U.S.Senate all call foradditional and more stringent criteria to be applied to emerging marketcompanies upon assessing the qualification of their auditors,especiallythe non-U.S.auditors who are not inspected by the PCAOB.Thesedeve

330、lopments could add uncertainties to our listing on Nasdaq in thefuture.See“Risk Factors Risks Relating to the Offering A recentjoint statement by the SEC and the Public Company Accounting OversightBoard(United States),or the“PCAOB,”proposed rule changes submitted byNasdaq,and an act passed by the U.

331、S.Senate all call for additional andmore stringent 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 PCAOB.These developments could adduncertainties to our listing on Nasdaq in the future

332、.”on page 59 of thisprospectus.There has been no prior public market for our Ordinary Shares and theliquidity and market price of our Ordinary Shares may be volatile.See“Risk Factors Risks Relating to the Offering There has been no priorpublic market for our Ordinary Shares and the liquidity and mar

333、ket priceof our Ordinary Shares may be volatile.”on page 61 of this prospectus.Our Ordinary Share price may change significantly following the initialpublic offering regardless of our operating performance,and you may notbe able to resell your Ordinary Shares at or above the initial publicoffering price.See“Risk Factors Risks Relating to the Offering OurOrdinary Share price may change significantl