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1、2025/5/8 17:35sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm1/127S-1/A 1 forms-1a.htm S-1/A As filed with the U.S.Securities and Exchange Commission on May 2,2025.Registration No.333-285158 UNITED STAT

2、ESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Amendment No.1FORM S-1 REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 HARTFORD CREATIVE GROUP,INC.(Exact Name of Registrant as Specified in its Charter)Nevada(State or other jurisdiction of incorporation or organization)7310(Primary Sta

3、ndard Industrial Classification Code Number)51-0675116(I.R.S.Employer Identification Number)8832 Glendon WayRosemead,California 91770(626)321-1915(Address,including zip code,and telephone number,including area code,of registrants Principal Executive Offices)Sheng-Yih Chang8832 Glendon WayRosemead,Ca

4、lifornia 91770(626)321-1915(Name,address,including zip code,and telephone number,including area code,of agent for service)With copies to:Michael J.BlankenshipWinston&Strawn LLP800 Capitol Street,Suite 2400Houston,TX 77002United StatesTelephone:(713)651-2678 Joan Wu,Esq.Hunter Taubman Fischer&Li LLC9

5、50 Third Avenue,Floor 19thNew York,NY 10022United StatesTelephone:(212)530-2206 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this Registration Statement.If any of the securities being registered on this Form are to be offered on a

6、 delayed or continuous basis pursuant to Rule 415under the Securities Act of 1933,check the following box.2025/5/8 17:35sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm2/127If this Form is filed to regis

7、ter additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to

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

9、wing box andlist the Securities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smallerreporting company,or an emerging gr

10、owth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smallerreporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging g

11、rowth company,indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B)of the Securities Act.The Registrant hereby amends this Registration Statement on such date o

12、r dates as may be necessary to delay itseffective date until the Registrant shall file a further amendment which specifically states that this Registration Statementshall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933 or until the RegistrationStatement shall

13、 become effective on such date as the Commission acting pursuant to said Section 8(a)may determine.2025/5/8 17:35sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm3/127 The information in this prospectus i

14、s not complete and is subject to change.These securities may not be sold until the registrationstatement filed with the Securities and Exchange Commission is effective.This prospectus is not an offer to sell these securities andis not soliciting an offer to buy these securities in any state or juris

15、diction where the offer or sale is not permitted.SUBJECT TO COMPLETION,DATED ,2025 PRELIMINARY PROSPECTUS HARTFORD CREATIVE GROUP,INC.Up to$6,000,000 of Shares of Common Stock andUp to 1,001,080 Shares of Common Stock being offered by the Selling Stockholder This prospectus relates to the issuance a

16、nd sale of shares of common stock by Hartford Creative Group,Inc.(“HFUS,”“we,”“us,”“our”or the“Company”)of up to an aggregate of$6,000,000 of shares of our common stock,par value$0.001,and to the offer,sale or other disposition from time to time by the Selling Stockholder(the“Selling Stockholder”)id

17、entified herein of up to anaggregate of 1,001,080 shares of our common stock,par value$0.001.We are offering up to 1,500,000 shares of our common stock,par value$0.001,at an assumed public offering price of$4.00 pershare.The Selling Stockholder may offer,resell or dispose of up to the common stock o

18、r interests therein,at fixed prices,at prevailingmarket prices at the time of sale or at prices negotiated with purchasers,to or through underwriters,broker-dealers,agents,orthrough any other means described in the section of this prospectus titled“Plan of Distribution for Stock Registered for the S

19、ellingStockholder.”We will not receive any of the proceeds from the sale of shares of common stock by the Selling Stockholder pursuantto this prospectus.Our common stock is listed on the OTC Markets Group under the symbol“HFUS.”On April 25,2025,the last reported sale priceof our common stock was$1.4

20、2 per share.We intend to apply to list our common stock on the Nasdaq Capital Market under thesymbol“HFUS.”We are a“smaller reporting company”as defined under the federal securities laws and,as such,we have elected to comply withcertain reduced public company reporting requirements for this prospect

21、us and for future reports.We currently have two subsidiaries located in the Peoples Republic of China(the“PRC”or“China”),and some of our executiveofficers and directors are located in or have significant ties to China.These ties to China present legal and operational risks to usand our investors,inc

22、luding significant risks related to actions that may be taken by China in the areas of regulatory,liquidity andenforcement,which exist and could affect our current operations and the offering of our securities.For example,if these ties wereto cause China to view us as subject to their regulatory aut

23、hority,China could take actions that could materially hinder or preventour offering of securities to investors and cause the value of such securities to significantly decline or be worthless.Our common stocks offered in this offering are shares of HFUS.A substantial majority of our operations are co

24、nducted by the PRCoperating entities.The common stocks offered in this prospectus are shares of HFUS instead of shares of the PRC operatingentities.Holders of our common stocks do not directly own any equity interests in the PRC operating entities,but will instead ownshares of a U.S.company.The Chin

25、ese regulatory authorities could disallow our corporate structure,which would likely result in amaterial change in our operations and/or a material change in the value of our common stocks,including that it could cause thevalue of our common stocks to significantly decline or become worthless.See“Ri

26、sk Factors Risks Relating to Doing Businessin the PRC The Chinese government may be authorized by the PRC laws to regulate over the manner in which we must conductour business,which actions may result in a material change in our operations and impact our operations materially and adversely,and signi

27、ficantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of ourcommon stocks to significantly decline or be worthless.”We and our PRC operating entities face legal and operational risks associated with having substantial operations in

28、the Chinesemainland.Our business,results of operations and financial condition may be influenced to a significant degree by the PRCeconomic and social conditions.Changes in Chinas economic or social conditions or government policies could materially affectour business and results of operations.These

29、 risks could result in a material change in our operations and/or the value of ourcommon stock,significantly limit or completely hinder our ability to offer or continue to offer securities to investors,and cause thevalue of such securities to significantly decline or be worthless.Recently,the PRC go

30、vernment adopted a series of regulatoryactions and issued statements to regulate the business operations,data security and anti-monopoly activities of China-basedcompanies,including the following:Cybersecurity Review Measures,the Measures for the Security Assessment of Outbound DataTransfer and rela

31、ted guidelines,the Measures for the Standard Contract for the Outbound Cross-Border Transfer of PersonalInformation and related guidelines,the Provisions on Promoting and Standardizing Cross-border Data Flows,the Anti-Monopoly2025/5/8 17:35sec.gov/Archives/edgar/data/1482554/000164117225008342/forms

32、-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm4/127Law and its supporting laws and regulations and related guidelines,the Special Administrative Measures for Foreign InvestmentAccess(Negative List)(2024 edition),the Trial Administrative Measures of Overseas Sec

33、urities Offering and Listing by DomesticCompanies(the“Trial Measures”)and seven supporting guidelines,and the Provisions on Strengthening the Confidentiality andArchives Management Related to Overseas Securities Issuance and Listing by Domestic Enterprises(the“ConfidentialityProvisions”).On February

34、 17,2023,the China Securities Regulatory Commission(the“CSRC”)promulgated the Trial Measures and thesupporting Guidelines,which became effective on March 31,2023.Pursuant to the Trial Measures,a PRC domestic company thatseeks to offer or list securities overseas,both directly and indirectly,shall su

35、bmit the required filing materials with the CSRCwithin three business days following its submission of an application for its initial public offering or listing applications.If a PRCdomestic company fails to complete required filing procedures,conceals any material fact or falsifies any major conten

36、t in its filingdocuments,such PRC domestic company may be subject to administrative penalties,such as an order to rectify,warnings,fines,and its controlling stockholders,actual controllers,the person directly in charge and other directly liable persons may also besubject to administrative penalties,

37、such as warnings and fines.Therefore,we are required to complete the necessary filingprocedures with the CSRC as required under the Trial Measures before we can complete this offering and listing on the Nasdaq.Based on the Trial Measures,the CSRC shall conclude the filing procedures within 20 busine

38、ss days upon the receipt of therequired filing materials,provided the filing materials are complete and in compliance with the Trial Measures.If a domesticcompany fails to complete the required filing procedures or conceals any material fact or falsifies any major content in its filingdocuments,such

39、 domestic company may be subject to administrative penalties,such as an order to rectify,warnings,and fines,andits controlling stockholders,actual controllers,the person directly in charge and other directly liable persons may also be subject toadministrative penalties,such as warnings and fines.Bas

40、ed on the foregoing,we are required to file with the CSRC for thisoffering pursuant to the Trial Measures within three working days following our submission of an initial public offering or listingapplication.If the Company,once listed,fails to complete the filing procedure with the CSRC for any sub

41、sequent filings asrequired,then the Companys ability to continually list in the U.S.or other foreign exchanges will be affected.See“Risk Factors Risks Relating to Doing Business in the PRC The New Overseas Listing Rules and other relevant rules promulgated by theCSRC may subject us to additional com

42、pliance requirements in the future.”2025/5/8 17:35sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm5/127 As of the date of this prospectus,neither we nor the PRC operating entities have received any inqui

43、ry,notice,warning,or sanctionregarding our overseas listing from the CSRC or any other PRC governmental authorities.However,the Standing Committee of theNational Peoples Congress(the“SCNPC”)or PRC regulatory authorities may in the future promulgate laws,regulations,orimplementing rules that require

44、us and the PRC operating entities to obtain regulatory approval from Chinese authorities beforelisting in the U.S.Although we endeavor to comply with all the applicable laws and regulations,if(i)we or the PRC operatingentities do not receive or maintain applicable permissions or approvals for operat

45、ion and to offer the securities being registered toforeign investors,or(ii)we or the PRC operating entities inadvertently conclude that such permissions or approvals are notrequired,or applicable laws,regulations,or interpretations change and we or the PRC operating entities are required to obtainpe

46、rmissions or approvals in the future,then our and the PRC operating entities business operation may be materially affected.There can be no assurance that we or the PRC operating entities can obtain all requisite approvals without material disruption to thePRC operating entities business.Therefore,an

47、y failure to obtain all requisite approvals may significantly limit or completelyhinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantlydecline or be worthless.Current PRC regulations permit our PRC operating entities,to

48、pay dividends to HFUS only out of their accumulated profits,if any,determined in accordance with Chinese accounting standards and regulations.Cash dividends,if any,on our common stock wouldbe paid in U.S.dollars.The PRC government also imposes regulations on the conversion of Chinese currency,Renmin

49、bi,or“RMB,”into foreign currencies and the remittance of currencies out of the PRC.Under existing PRC foreign exchange regulations,payments of current account items,including profit distributions,interest payments and expenditures from trade-relatedtransactions,can be made in foreign currencies with

50、out prior approval from the State Administration of Foreign Exchange(“SAFE”)in the PRC as long as certain procedural requirements are met.Approval from appropriate government authorities isrequired if RMB is converted into foreign currency and remitted out of China to pay capital expenses such as th

51、e repayment ofloans denominated in foreign currencies.The PRC government may impose restrictions on access to foreign currencies for currentaccount transactions,and if this occurs in the future,we may not be able to pay dividends in foreign currencies to our stockholders.Furthermore,if any PRC opera

52、ting entity incurs debt on its own in the future,the instruments governing the debt may restrict itsability to pay dividends or make other payments.Due to the above restrictions,if we are unable to receive payments from the PRCoperating entities,we may not be able to pay dividends to our investors,s

53、hould we desire to do so in the future.For further details,see“Risk Factors-Risks Relating to Doing Business in the PRC-PRC regulation of parent/subsidiary loans and direct investmentby offshore holding companies to PRC entities may delay or prevent us from using the proceeds of this offering to mak

54、e loans oradditional capital contributions to PRC entities,which could materially and adversely affect our liquidity and our ability to fundand expand our business.”In the future,cash proceeds raised from overseas financing activities,including the cash proceeds fromthis offering,may be transferred

55、by us to our PRC operating entities via capital contribution and loans subject to applicableregulatory approvals,as the case may be,to meet the capital needs of their business operations.We intend to use the proceeds from this offering to increase marketing capabilities,increase production capacity,

56、expand researchand development and for other general corporate purposes,including working capital.See“Use of Proceeds.”Investing in our common stock involves a high degree of risk.See“Risk Factors”beginning on page 12 of this prospectus for adiscussion of information that should be considered in con

57、nection with an investment in our common stock.Neither the Securities and Exchange Commission(“SEC”)nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contraryis a criminal offense.We h

58、ave retained Craft Capital Management LLC to act as the representative(the“Representative”)of the underwriters(the“underwriters”)and the lead managing underwriter in connection with this offering.See“Underwriting”in this prospectus formore information regarding the underwriting arrangements.Per Shar

59、e Total,assumingno over-allotmentoption is exercised Total,with over-allotment optionis exercised Initial public offering price$4.00$6,000,000$6,900,000 Underwriting discounts(1)$0.28$420,000$483,000 Proceeds,before expenses,to us(2)$3.72$5,580,000$6,417,000 (1)Represents underwriting discount equal

60、 to seven percent(7%)of the public offering price per share(or$0.28 per share).(2)Does not include the accountable expenses of up to$165,000 and a non-accountable expenses allowance of one percent(1%)of the gross proceeds of this offering payable to the underwriters.See“Underwriting”beginning on pag

61、e 66 of this prospectusfor a description of all compensation payable to the underwriters.2025/5/8 17:35sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm6/127In addition to the underwriting discounts liste

62、d above and the expense allowance described in the footnote,we have agreed to issue,upon the closing of this offering,to the underwriters warrants that will expire on the fifth anniversary of the date of thecommencement of sales of the offering,entitling the underwriters to purchase three percent(3%

63、)of the number of shares ofcommon stock sold in this offering.The warrants are exercisable at a per share price equal to one-hundred-and-twenty percent(120%)of the public offering price per share in the offering.The registration statement,of which this prospectus is a part,alsocovers the underwriter

64、s warrants and the shares of common stock issuable upon the exercise thereof.For additional informationregarding our arrangement with the underwriters,please see“Underwriting”beginning on page 66.We have granted the underwriters an option to purchase from us,at the public offering price,up to 225,00

65、0 additional shares ofcommon stock(equal to fifteen percent(15%)of the shares sold in this offering),less the underwriting discounts,within forty-five(45)days from the closing date of this offering to cover overallotments,if any.If the underwriters exercises the option in full,thetotal underwriting

66、discounts payable will be$483,000,and the total proceeds to us,before expenses,will be$6,417,000.The underwriters expect to deliver the shares against payment on or about,2025.Craft Capital Management LLC R.F.Lafferty&Co.,Inc.The date of this prospectus is ,2025 2025/5/8 17:35sec.gov/Archives/edgar/

67、data/1482554/000164117225008342/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm7/127 TABLE OF CONTENTS PAGEABOUT THIS PROSPECTUS2MARKET DATA3PROSPECTUS SUMMARY4SUMMARY OF THE OFFERING10RISK FACTORS12CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS35USE

68、OF PROCEEDS36MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS37DIVIDEND POLICY38CAPITALIZATION39DILUTION40MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS41BUSINESS42MANAGEMENT48EXECUTIVE AND DIRECTOR COMPENSATION51PRINCIPAL STOCKHOLDERS53SELLING STOCKHOLDE

69、R54CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS55MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S.HOLDERS57DESCRIPTION OF SECURITIES60SHARES ELIGIBLE FOR FUTURE SALE65UNDERWRITING66PLAN OF DISTRIBUTION FOR STOCK REGISTERED FOR THE SELLING STOCKHOLDER72EXPERTS73LEGAL MATTERS7

70、4WHERE YOU CAN FIND MORE INFORMATION75INCORPORATION OF DOCUMENTS BY REFERENCE76EXHIBIT INDEXII-2 Through and including,2025(the 25th day after the date of this prospectus),all dealers that effect transactions in thesesecurities,whether or not participating in this offering,may be required to deliver

71、 a prospectus.This is in addition to thedealers obligation to deliver a prospectus when acting as underwriter and with respect to their unsold allotments orsubscriptions.You should rely only on the information contained in this prospectus or any prospectus supplement or amendment.Neither we northe u

72、nderwriters have authorized any other person to provide you with information that is different from,or adds to,that containedin this prospectus.If anyone provides you with different or inconsistent information,you should not rely on it.Neither we nor theunderwriters take responsibility for,or can pr

73、ovide assurance as to the reliability of,any other information that others may giveyou.You should assume that the information contained in this prospectus or any free writing prospectus is accurate only as of thedate of this prospectus,regardless of the time of delivery of this prospectus or of any

74、sale of our common stock.Our business,financial condition,results of operations,and prospects may have changed since that date.We are not making an offer of anysecurities in any jurisdiction in which such offer is unlawful.No action is being taken in any jurisdiction outside the United States to per

75、mit a public offering of our common stock or possessionor distribution of this prospectus in that jurisdiction.Persons who come into possession of this prospectus in jurisdictions outsidethe United States are required to inform themselves about and to observe any restrictions as to this public offer

76、ing and thedistribution of this prospectus applicable to that jurisdiction.This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties,many of which arebeyond our control.See the sections titled“Risk Factors”and“Cautionary Note Regarding Forward-Lookin

77、g Statements.”i2025/5/8 17:35sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm8/127Table of Contents ABOUT THIS PROSPECTUS Throughout this prospectus,unless otherwise designated or the context suggests ot

78、herwise,all references to:the“Company,”“HFUS,”the“registrant,”“we,”“our,”or“us”mean Hartford Creative Group,Inc.and its subsidiaries;“year”or“fiscal year”means the year ending July 31;all dollar or$references,when used in this prospectus,refer to United States dollars;“China”or the“PRC”are to the Pe

79、oples Republic of China;“Chinese mainland”are to the mainland of PRC,solely for the purpose of this Prospectus,excluding Taiwan,the specialadministrative regions of Hong Kong,Macau.“HFZY”are to Hartford ZY Culture Media(Shanghai)Co.,Ltd.;“PRC laws and regulations”or“PRC laws”are to the laws and regu

80、lations of the Chinese mainland in force,published forcomments(if specifically stated)or being promulgated but have not come into effect(if specifically stated)and publiclyavailable in Chinese mainland as of the date of this prospectus;“PRC operating entities”are to HFZY and SXHM;and “SXHM”are to Sh

81、aoxing Huomao Network Technology Co.,Ltd.22025/5/8 17:35sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm9/127Table of Contents MARKET DATA We are responsible for the information contained in this prospec

82、tus and the registration statement on Form S-1 filed with the U.S.Securities and Exchange Commission,of which this prospectus constitutes a part.Market data and certain industry data andforecasts used throughout this prospectus were obtained from market research,consultant surveys,publicly available

83、 information,reports of governmental agencies and industry publications and surveys.We did not commission any third party for collecting orproviding data used in this prospectus.Industry surveys,publications,consultant surveys,and forecasts generally state that theinformation contained therein has b

84、een obtained from sources believed to be reliable,but the accuracy and completeness of suchinformation is not guaranteed.Third-party projections may be overstated and should not be given undue weight.Forecasts areparticularly likely to be inaccurate,especially over long periods of time.In addition,w

85、e do not know what assumptions regardinggeneral economic growth were used in preparing the forecasts we cite.Statements as to our market position are based on the mostcurrent data available to us.While we are not aware of any misstatements regarding the industry data presented in this prospectus,our

86、 estimates involve risks and uncertainties and are subject to change based on various factors,including those discussed underthe heading“Risk Factors”in this prospectus.32025/5/8 17:35sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/00

87、0164117225008342/forms-1a.htm10/127Table of Contents PROSPECTUS SUMMARY This summary provides a brief overview of the key aspects of our business and our securities.The reader should read the entireprospectus carefully,especially the risks of investing in our common stock discussed under“Risk Factor

88、s.”Some of thestatements contained in this prospectus,including statements under“Summary”and“Risk Factors”as well as those noted inthe documents incorporated herein by reference,are forward-looking statements and may involve a number of risks anduncertainties.Our actual results and future events may

89、 differ significantly based upon a number of factors.The reader shouldnot put undue reliance on the forward-looking statements in this document,which speak only as of the date on the cover of thisprospectus.Solely for convenience,our trademarks,service marks,and trade names referred to in this regis

90、tration statement may appearwithout the or symbols,but such references are not intended to indicate in any way that we will not assert to the fullestextent under applicable law our rights to these trademarks and trade names.All other trademarks,service marks,and tradenames included in this prospectu

91、s are the property of their respective owners.Our Company and Mission Hartford Creative Group,Inc.(“HFUS,”“we,”“us,”or“Company”)specializes in delivering marketing solutions tailored tobusinesses of small and medium-sized enterprises(SMEs).Our suite of precision marketing services offers cross-media

92、strategies that enable advertisers to effectively target and engage audiences across premier media platforms.We leverage ourinterconnecting network and keen insights into market demands to develop and implement bespoke marketing initiatives.Theseinitiatives encompass the design,placement,monitoring,

93、and optimization of advertising campaigns.Navigating the intricate landscape of the modern marketing and sales value chain presents numerous challenges,particularlyfor enterprises lacking the necessary expertise.Many struggle with creating ample marketing content,devising effectivestrategies,convert

94、ing leads,and managing customer relationstasks made more daunting by the sheer volume of use casesacross diverse marketing channels.According to the publication Digital Transformation Market Size,Share,Growth&TrendsAnalysis Report By Solution,By Deployment,By Service,By Enterprise Size,By End-use,By

95、 Region,And Segment Forecasts,2024 2030,the global digital transformation market size was estimated at USD 880.3 billion in 2023 and is expected to growat a compound annual growth rate(CAGR)of 27.6%from 2024 to 2030.With 1.02 billion internet users and the worldslargest social media population,China

96、s growing economy,booming technology sector,and thriving e-commerce scene make itone of the most intriguing markets in the world today.Social media has long been one of the most important communicationchannels in China,with the country having the worlds largest number of social media users at over 9

97、83.3 million as ofNovember 2024.The pent-up demand from social media influencers marketing needs on social media apps led the Company to seize theopportunity in providing precise marketing services.As an advertising collaborator of Chinas major social media markets,weaim to provide customers with ve

98、rtical integration services,from early-stage such as advertising video creation,photographyand editing,to advertising operation and management on social media apps.Furthermore,we plan to initiate TikTok advertisingcampaigns overseas and equip our Chinese clientele with the tools to penetrate interna

99、tional markets,including the UnitedStates.We have been committed to building an efficient sales network and mechanism to achieve effective customer coverage andsustainable growth.We seek to maintain mutually beneficial relationships with customers and have gained the trust of manycustomers across a

100、spectrum of industries,presenting us with further cross-selling and up-selling opportunities.We have built adiversified customer base with a strong willingness to pay.Since January 2024,we have secured advertising serviceagreements with about 30 customers and received approximately RMB 98.4 million(

101、USD 13.6 million)from these customers.We also entered about 20 supplier contracts for advertising placement and paid RMB 90.8 million(USD 12.6 million)duringfiscal year 2024.During the year ended July 31,2024,we reported revenues of$1,399,945,in contrast to no revenue in the corresponding periodof 2

102、023 as we started advertising business in January 2024.We recorded a net income of$1,092,874 or$0.01 per share for theyear ended July 31,2024,compared to a net income of$396,903 or$0.00 per share for the year ended July 31,2023.See“Managements Discussion and Analysis of Financial Condition and Resul

103、ts of Operations”for further discussion.Based on market research and discussions between the board and third-party suppliers and experts,the Company has furtherdeveloped a plan of mini-drama business.The Company is strategically positioned to capture considerable market interest andenhance revenue s

104、treams from our innovative mini-drama business.While initial steps toward this ambitious goal have beeninitiated,it is important to note that the commencement and future success of the mini-drama venture are not yet guaranteed.2025/5/8 17:35sec.gov/Archives/edgar/data/1482554/000164117225008342/form

105、s-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm11/127Our mission is to excel as the premier partner for enterprises worldwide,driving digital and intelligent transformation withunparalleled expertise and commitment.42025/5/8 17:35sec.gov/Archives/edgar/data/148

106、2554/000164117225008342/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm12/127Table of Contents Our Industry and Trends Revolutionary industry trends are transforming the landscape of advertising procurement and dissemination.Our strategicpositioning allows

107、us to capitalize on the dynamic shifts in digital marketing and consumer behavior.Our industrys key trends include:The digital advertising landscape is rapidly evolving,driven by technological advancements,shifting consumer behaviors,andsophisticated audience targeting.Enhanced content delivery acro

108、ss multiple platforms,increasing mobile and device usage,andrefined audience segmentation have created a diverse ecosystem for advertisers to reach and engage their target audienceseffectively.Increasing Digital Advertising Investment by SMEs:The uptake of digital advertising by SMEs are now harness

109、ing digitalmedias potential,propelled by technological advancements that facilitate multi-channel advertising with a local focus.Thedrive for efficient campaigns with tangible results and the imperative needs of the COVID-19 era have accelerated SMEsdigital advertising adoption.Multicultural Audienc

110、e Engagement:The rise of digital media and new marketing channels has led to more nuanced audiencesegmentation,particularly among multicultural demographics.The competitive edge will belong to those who can forge directconnections between advertisers and multicultural audiences,leveraging insights f

111、rom these interactions.Programmatic Local Advertisement Buying:Programmatic advertising has revolutionized local advertisement buying,enablingprecise targeting to the individual level.Programmatic advertising is the use of automated,technology-driven processes,suchas software,algorithms and data,to

112、buy and place digital advertisements in real-time across the internet,instead of relying ontraditional methods such as direct negotiations or manual insertion orders.The consolidation of inventory allows localadvertisers to select their advertisement placements with greater specificity.Technologies

113、such as geotargeting and IP addressidentification have democratized targeted local advertising,which previously was dominated by larger national advertisers.Webelieve that accessing a platform to target audiences across all digital inventories presents a significant competitive advantage.Moreover,th

114、e ability to tailor audiences to local providers needs offers substantial benefits for local advertisers,fosteringhigher engagement,retention,and opportunities for sales growth.The local advertising sector is poised to deepen itsunderstanding and utilization of these capabilities.Lack of Third-Party

115、 Cookies:The impending discontinuation of third-party cookies,particularly by Google in 2023,is set tointroduce a new set of challenges for SMEs in the digital advertising arena.Despite the sustained support for first-party data,the absence of third-party cookies is anticipated to impact the efficac

116、y of advertising campaigns.The core issue lies in thedisconnect between advertisement impressions and user identity,compounding the existing hurdles for these businesses.However,this shift also heralds substantial opportunities for innovative tech companies poised to offer advanced media buyingsolut

117、ions that can bridge the gap to ensure minimal disruption in advertising performance.The COVID-19 pandemic has underscored the importance of return on investment(ROI)for advertisement spending.Digitaladvertisements,with their inherent measurability and adaptability,stand out against traditional medi

118、a by offering a moreresilient and effective platform for todays market demands.The Rise of Mini-Dramas in Chinas Entertainment Landscape:In 2023,Chinas mini-drama market reached 37.4 billion RMB(US$5.2 billion),nearly 70 percent of Chinas box office revenue that year.The number is expected to reach

119、100 billion RMBin 2027(US$13.8 billion),according to a report by iMedia Research.Our Customers Our customers consist of advertisement buyers.During the year ended July 31,2024,we entered advertising service contractswith about 30 customers and received approximately RMB 98.4 million(USD 13.6 million

120、)from these customers,in eachcase,consisting of advertisement buyers,including SMEs,large advertising holding companies(which may manage severalagencies),independent advertising agencies and mid-market advertising service organizations.52025/5/8 17:35sec.gov/Archives/edgar/data/1482554/0001641172250

121、08342/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm13/127Table of Contents Our Competitive Strengths Our unique attributes and capabilities provide us with distinct competitive advantages:Robust Sales Network:Our expansive sales network is designed to eff

122、ectively reach and engage potential customers.SinceJanuary 2024,weve built a formidable direct sales team committed to delivering exceptional service.Our sales professionalsare ambassadors of our capabilities and dedication to customer relationships,striving to help customers achieve theirobjectives

123、.The customer service team plays a pivotal role in pre-consultation,understanding customer needs,and providingdiligent after-sales support,ensuring maximum benefit from our products.Experienced Leadership:Our senior management team,inclusive of an industry veteran,keeps us at the forefront of themar

124、keting industrys evolution.Our China Regional Business General Manager,Mr.Duan Binbin brings fifteen years ofinternet advertising expertise.Prior to joining us,Mr.Duan worked as Key Account Manager for Games at Ocean Engine,asubsidiary of ByteDance,where he managed substantial advertisement sales an

125、d served high-profile clients,underscores ourleaderships depth of experience.Client Retention and Expansion:We cater to SMEs seeking high ROI and low customer acquisition costs.We maximizeadvertising service revenue for a diverse range of publishers through targeted advertising and leveraging techno

126、logy to meetspecific client needs.We aim to maintain a high retention rate for key revenue-generating clients.Our ROI focus fosters trustand loyalty.Profitable Growth:Our revenue has grown significantly.We achieved our advertising revenue growth rapidly within lessthan a year,increasing by 100%from

127、last year.Our financial performance reflects the strength of our client relationships andthe scalability of our business model.Commitment to ESG Principles:Our strategy is deeply rooted in ESG values,particularly in social and governanceaspects,fostering partnerships across the advertising spectrum.

128、Committed to diversity and inclusion,our board reflects thiscommitment with over 40%of members being Asian females with strong backgrounds in management and finance.Growth strategy:Our growth strategy is dynamic and multifaceted,designed to capitalize on our existing momentum:Increasing our share of

129、 existing clients digital advertising spend.Expanding our sales force and our international presence.We are actively growing our sales teams,targeting regionsbrimming with untapped market potential to broaden our reach.Identify and executing acquisitions that will fuel innovation and broaden our mar

130、ket presence.Committing to enhancing our infrastructure and technology,which is pivotal in increasing revenue and operationalefficiency,thereby laying the groundwork for enduring growth and success.We aim to develop mini-drama business and toattract significant attention and boost mini-drama revenue

131、.Corporate Structure The Company was originally incorporated in the State of Nevada on April 2,2008,under the name PhotoAmigo,Inc.Itchanged its name to Hartford Great Health Corp.on August 22,2018.On May 11,2024,the Company further changed itsname to Hartford Creative Group,Inc.(“HFUS”).It has two o

132、perating subsidiaries:Hartford ZY Culture Media(Shanghai)Co.,Ltd.(“HFZY”)and Shaoxing HuoMao Network Technology Co.Ltd.(“SXHM”).The following diagram illustrates our corporate legal structure and identify our subsidiaries as of the date of this prospectus andafter giving effect to this offering(assu

133、ming no over-allotment is exercised):HFUS 100%100%HFZYSXHM Our shares of common stock offered in this offering are shares of HFUS.A substantial majority of our operations are conductedby the PRC operating entities.The common stocks offered in this prospectus are shares of HFUS instead of shares of t

134、he PRCoperating entities.Holders of our common stocks do not directly own any equity interests in the PRC operating entities,but2025/5/8 17:35sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm14/127will in

135、stead own shares of a U.S.company.The Chinese regulatory authorities could disallow our corporate structure,whichwould likely result in a material change in our operations and/or a material change in the value of our common stocks,including that it could cause the value of our common stocks to signi

136、ficantly decline or become worthless.See“Risk Factors Risks Relating to Doing Business in the PRC The Chinese government may be authorized by the PRC laws to regulateover the manner in which we must conduct our business,which actions may result in a material change in our operations andimpact our op

137、erations materially and adversely,and significantly limit or completely hinder our ability to offer or continue tooffer securities to investors and cause the value of our common stocks to significantly decline or be worthless.”62025/5/8 17:35sec.gov/Archives/edgar/data/1482554/000164117225008342/for

138、ms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm15/127Table of Contents Corporate Information Our principal executive office is located at located at 8832 Glendon Way,Rosemead,CA 91770.Our corporate website addressis http:/.Our telephone number is(626)321-1915.

139、Our website address is included in this prospectusfor reference only,and the information contained in,or accessible through,our website does not constitute incorporation byreference herein and is not considered to be part of this prospectus.Risk Factors Summary Our business is subject to numerous ri

140、sks and uncertainties,including those in the section captioned“Risk Factors”in thisprospectus.These risks include,but are not limited to,the following:Risks Related to Doing Business in China The enforcement of laws and rules and regulations in the Chinese mainland may change from time to time,and t

141、here is a risk that the Chinese government may have regulation on the offerings that are conductedoverseas,which could materially and adversely affect our business and hinder our ability to offer oursecurities or continue our operations,and cause the value of our securities to significantly decline

142、or becomeworthless.The Chinese government may be authorized by the PRC laws to regulate over the manner in which we mustconduct our business,which actions may result in a material change in our operations and impact ouroperations materially and adversely,and significantly limit or completely hinder

143、our ability to offer orcontinue to offer securities to investors and cause the value of our common stocks to significantly decline orbe worthless.Due to the differences in the legal systems of different countries,you may experience difficulties in effectingservice of legal process,enforcing foreign

144、judgments,or bringing actions in China against us or ourmanagement named in this prospectus based on foreign laws,compared to doing so in your home countryagainst a domestic defendant.It may also be difficult for you or overseas regulators to conduct investigationsor collect evidence within China.Gi

145、ven the Chinese governments regulation on the conduct of the business of the PRC operating entities,theChinese government may be authorized by PRC laws and regulations to regulate their operations,whichcould result in a material change in the operations of the PRC operating entities and/or the value

146、 of ourcommon stocks.Recent greater oversight by the CAC over data security,particularly for companies seeking to list on aforeign exchange,could adversely impact our business and this offering.Complying with evolving laws and regulations regarding cybersecurity,information security,privacy anddata

147、protection and other related laws and requirements may entail significant expenses which may have anadverse effect on our business,financial conditions and results of operations.Laws and regulations regarding cybersecurity and information security could materially and adversely affectour business,fi

148、nancial conditions,and results of operation.The New Overseas Listing Rules and other relevant rules promulgated by the CSRC may subject us toadditional compliance requirements in the future.We may be subject to additional contributions of social insurance and housing provident fund and latepayments

149、and fines imposed by relevant governmental authorities.PRC regulations relating to offshore investment activities by PRC residents may subject our PRC residentbeneficial owners or PRC operating entities to liability or penalties,limit our ability to inject capital into PRCoperating entities.limit PR

150、C operating entities ability to increase its registered capital or distribute profits tous,or may otherwise adversely affect us.72025/5/8 17:35sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm16/127Table

151、of Contents Failure of our PRC operating entities FDI registration may result in restrictions on the settlement of theforeign exchange of our PRC operating entities,and our ability to use the proceeds we expect to receive fromthis offering and to capitalize or otherwise fund our PRC operations may b

152、e negatively affected,and subjectus to regulatory penalties.PRC regulation of parent/subsidiary loans and direct investment by offshore holding companies to PRCentities may delay or prevent us from using the proceeds of this offering to make loans or additional capitalcontributions to PRC entities,w

153、hich could materially and adversely affect our liquidity and our ability tofund and expand our business.Under the EIT Law,we may be classified as a PRC“resident enterprise”for PRC enterprise income taxpurposes.Such classification would likely result in unfavorable tax consequences to us and our non-

154、PRCstockholders and have a material adverse effect on our results of operations and the value of your investment.We and our stockholders face uncertainty with respect to indirect transfers of equity interests in or otherassets attributed to PRC resident enterprises by non-PRC resident companies,or i

155、mmovable propertieslocated in China owned by non-PRC companies.The requirements and legal procedures of currency conversion may affect the value of your investment andour payment of dividends.The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions ofChinese

156、 companies by foreign investors,which could make it more difficult for us to pursue growth throughacquisitions in China.There are procedures and requisite timing under the PRC Securities Law for the U.S.securities regulatoryagencies to conduct investigations and collect evidence within the territory

157、 of the Chinese mainland.Dividends payable to foreign investors and gains on the sale of our common stocks by foreign investors maybecome subject to PRC tax law.Failure to obtain or maintain permits necessary for our operations may subject us to regulatory penalties orrequire us to adjust our busine

158、ss model.We may from time to time be subject to claims,disputes,lawsuits and other legal and administrativeproceedings.The regulatory environment of the online advertising industry is rapidly evolving.If we fail to obtain andmaintain the requisite licenses and approvals as applicable to our business

159、es in China from time to time,ourbusiness,financial condition and results of operations may be materially and adversely affected.Non-compliance with laws and regulations on the part of any third parties with which we conduct businesscould expose us to legal expenses,compensations to third parties,pe

160、nalties and disruption of our business,which may adversely affect our results of operations and financial performance.We have not completed registration procedures in respect of our leased properties with the relevant PRCauthorities,and the lessor of one of our leased properties had not provided us

161、with valid title certificate.One of our PRC operation entities has failed to complete registration or filing procedures as foreigninvestment enterprises in respect of its change with the relevant PRC authorities.Risks Related to Our Business Our limited operating history in the current operating seg

162、ment,which makes it difficult to evaluate ourbusiness and prospects and may increase the risks associated with your investment.The potential departure of key advertising agency clients could significantly impair our operationalperformance and financial stability.Our continued success hinges on our a

163、bility to innovate and judiciously invest in our services and business.Failure to do so may weaken our competitive position and diminish our revenue and operational outcomes.2025/5/8 17:35sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/148255

164、4/000164117225008342/forms-1a.htm17/127 The emergent and fluid nature of the programmatic advertising market poses risks;deviations fromanticipated growth patterns could negatively impact our business and financial prospects.Effective scaling of our operations is critical.Inadequate management of ou

165、r expansion could detrimentallyaffect our business performance and financial health.We operate in a highly competitive environment and our ability to maintain a competitive edge againstexisting and new entrants is not guaranteed.82025/5/8 17:35sec.gov/Archives/edgar/data/1482554/000164117225008342/f

166、orms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm18/127Table of Contents We have identified material weaknesses in our internal control over financial reporting and,if ourremediation of these material weaknesses is not effective,or if we fail to maintain an ef

167、fective system ofinternal control over financial reporting in the future,we may not be able to accurately or timely report ourfinancial condition or results of operations,which may adversely affect investor confidence in us and theprice of our common stock.If our access to quality advertising invent

168、ory is diminished,our revenue could decline and our growth couldbe impeded.We have identified conditions and events that raise substantial doubt about our ability to continue as a goingconcern.We may experience extreme stock price volatility unrelated to our actual or expected operating performance,

169、financial condition or prospects,making it difficult for prospective investors to assess the rapidly changingvalue of our common stock.Risks Related to Our Corporate Structure We may rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash andfinancing requiremen

170、ts we may have,and any limitation on the ability of our PRC subsidiaries to makepayments to us could have an adverse effect on our ability to conduct our business.To the extent our cash isin Chinese mainland or held in our subsidiaries in Chinese mainland,the funds may not be available to fundoperat

171、ions or for other use outside of mainland China due to the imposition of restrictions and limitations on,the ability of us or our subsidiaries by the PRC government to transfer cash.In addition to the above risks,businesses are often subject to risks not foreseen or fully appreciated by management.I

172、nreviewing this filing,potential investors should keep in mind that other possible risks may adversely impact our businessoperations and the value of our securities.Implications of Being a Smaller Reporting Company We are a“smaller reporting company”as defined in the Exchange Act.We continue to be a

173、 smaller reporting company evenafter we are no longer an emerging growth company.We may take advantage of certain of the scaled disclosures available tosmaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock hel

174、d by non-affiliates is less than$250.0 million measured on the last business day of our second fiscalquarter,or our annual revenue is less than$100.0 million during the most recently completed fiscal year and our voting andnon-voting common stock held by non-affiliates is less than$700.0 million mea

175、sured on the last business day of our secondfiscal quarter.92025/5/8 17:35sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm19/127Table of Contents SUMMARY OF THE OFFERING Common stock offered by us 1,500,

176、000 shares,1,725,000 shares if the underwriters exercise their option topurchase additional shares in full.In addition,the Selling Stockholder is offering1,001,080 shares of Common Stock.The underwriters are not underwriting any sharesoffered by the Selling Stockholder,and there is no over-allotment

177、 with respect to theshares sold by the Selling Stockholder.Common stock outstanding prior tothe offering 25,027,004 shares.Common stock to be outstanding afterthe offering 26,527,004(26,752,004 shares if the underwriters exercise their option to purchaseadditional shares in full).Overallotment optio

178、n of commonstock offered by us The underwriters have a 45-day option to purchase up to 225,000 additional shares ofcommon stock solely to cover overallotments,if any.Underwriter warrants Upon the closing of this offering,we will issue to the underwriters warrants entitlingthe underwriters to purchas

179、e up to 45,000 shares of common stock(51,750 shares ifthe over-allotment option is exercised in full).The warrants shall be exercisable for aperiod of five years from the six months following the commencement of sales of thisoffering,which is the date of this prospectus.For additional information,pl

180、ease referto“Underwriting.”Use of Proceeds As of the date of this prospectus,we cannot specify with certainty all of the particularuses for the net proceeds to us from this offering.However,we currently intend to usethe proceeds from this offering to enhance marketing and sales efforts,expand servic

181、edelivery capabilities,invest in research and development initiatives,and supportgeneral corporate purposes,including working capital.See“Use of Proceeds”beginning on page 36.Proposed Listing We intend to apply to have our common stock listed on the Nasdaq Capital Marketunder the symbol“HFUS”.Listin

182、g is a condition to this offering.Lock-up agreements We,our executive officers,directors and director nominees and holders of four percent(4%)or more of the outstanding shares of common stock of our Company,haveagreed with the underwriters not to sell,transfer,or dispose of any shares or similarsecu

183、rities for six months following the closing date of this offering.For additionalinformation regarding our arrangement with the underwriters,please see“Underwriting.”Transfer Agent Odyssey Transfer and Trust Company,2155 Woodlane Drive,Suite 100,Woodbury,MN 55125.Risk Factors You should carefully con

184、sider the information set forth in this prospectus and,inparticular,the specific factors set forth in the“Risk Factors”section beginning onpage 12 of this prospectus before deciding whether or not to invest in shares of ourcommon stock.102025/5/8 17:35sec.gov/Archives/edgar/data/1482554/000164117225

185、008342/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm20/127Table of Contents SUMMARY HISTORICAL FINANCIAL INFORMATION The following tables set forth our summary historical financial data as of,and for the periods ended on,the dates indicated.Thesummary con

186、solidated statements of operations data as of and for the years ended July 31,2024 and 2023 are derived from ouraudited consolidated financial statements and notes that are incorporated by reference in this prospectus.We have prepared theaudited consolidated financial statements in accordance with g

187、enerally accepted accounting principles(“GAAP”)and haveincluded all adjustments,consisting of only normal recurring adjustments that,in our opinion,we consider necessary for a fairstatement of the consolidated financial information set forth in those statements.Our historical results are not necessa

188、rilyindicative of our results in any future period.The following summary consolidated financial data should be read together with the information under the caption“Managements Discussion and Analysis of Financial Condition and Results of Operations”and our audited consolidatedfinancial statements an

189、d related notes thereto filed with the 2024 Annual Report(as defined below)that was incorporated byreference within this prospectus.The summary financial data in this section are not intended to replace our auditedconsolidated financial statements and the related notes and are qualified in their ent

190、irety by such financial statements andrelated notes incorporated by reference within this prospectus.STATEMENT OF OPERATIONS DATA:For the six months ended For the year ended 01/31/2025 01/31/2024 7/31/2024 7/31/2023 Revenues$845,499$-$1,337,502$-Revenue Related Party 62,443 62,443 -Cost of revenue 1

191、09,822 55,505 55,505 -Selling,general and administrative expenses 366,755 42,134 247,920 123,650 Gain(Loss)from operations 368,922 (35,196)1,096,520 (123,650)Other income(expenses)40,943 (10,257)6,971 521,353 Gain(Loss)before income taxes 409,865 (45,453)1,103,491 397,703 Income tax expenses 138,581

192、 -10,617 800 Net Income(loss)271,284 (45,453)1,092,874 396,903 Losses per share,basic and diluted*$0.01$(0.00)$0.04$0.02 Weighted average Common Stock outstanding,basic and diluted*25,027,004 25,027,004 25,027,004 25,027,004 *Adjusted retroactively to reflect a 1-for-4 reverse stock split effective

193、March 31,2025.See Description of Securities fordetails on the 1-for-4 reverse stock split.Balance sheet data:01/31/2025 7/31/2024 7/31/2023 Current assets$1,774,245$3,471,745$7,037 Total assets$1,986,949$3,688,004$7,767 Current liabilities$5,033,907$7,037,710$4,497,473 Total liabilities$5,033,907$7,

194、041,478$4,497,473 Total stockholders deficit$(3,046,958)$(3,353,474)$(4,489,706)112025/5/8 17:35sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm21/127Table of Contents RISK FACTORS Our business is subjec

195、t to many risks and uncertainties,which may affect our future financial performance.If any of the events orcircumstances described below occur,our business and financial performance could be adversely affected,our actual results coulddiffer materially from our expectations,and the price of our stock

196、 could decline.The risks and uncertainties discussed below arenot the only ones we face.There may be additional risks and uncertainties not currently known to us or that we currently do notbelieve are material that may adversely affect our business and financial performance.You should carefully cons

197、ider the risksdescribed below,together with all other information included in this prospectus,including our financial statements and relatednotes incorporated by reference within this prospectus,before making an investment decision.The statements contained in thisprospectus that are not historic fac

198、ts are forward-looking statements that are subject to risks and uncertainties that could causeactual results to differ materially from those set forth in or implied by forward-looking statements.If any of the following risksactually occurs,our business,financial condition,or results of operations co

199、uld be harmed.In that case,the trading price of ourcommon stock could decline,and investors in our securities may lose all or part of their investment.Risks Related to Doing Business in China The enforcement of laws and rules and regulations in the Chinese mainland may change from time to time,and t

200、here is a riskthat the Chinese government may have regulation on the offerings that are conducted overseas,which could materially andadversely affect our business and hinder our ability to offer our securities or continue our operations,and cause the value ofour securities to significantly decline o

201、r become worthless.The legal system of the Chinese mainland is based on written statutes.Unlike common law systems,it is a system in which legalcases have limited value as precedents.The enforcement of PRC laws and regulations may change from time to time.Any changeof regulations by the Chinese gove

202、rnment to regulate offerings that are conducted overseas could materially and adversely affectour business and hinder our ability to offer or continue our operations and cause the value of our securities to significantly declineor become worthless.Any changes to the existing laws,regulations and leg

203、al requirements,and their respective interpretations andenforcement practices may raise uncertainties that could limit the legal protections available to us.On July 6,2021,the General Office of the Communist Party of China Central Committee and the General Office of the StateCouncil jointly issued a

204、n announcement to crack down on illegal activities in the securities market and promote the high-qualitydevelopment of the capital market,which,among other things,requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,to enhanc

205、e supervision over China-based companies listed overseas,and to establish and improve the system of extraterritorial application of the PRC securities laws.On February 17,2023,the CSRCpromulgated the Trial Measures,which specifically regulates the overseas securities offering and listing by PRC dome

206、sticcompanies,as the response to the announcement discussed above.Under the Trial Measures,we are subject to certain filingrequirements for this offering and any subsequent offerings in future,once listed,and the overall supervision by the CSRC.However,since this announcement is relatively new,uncer

207、tainties still exist in relation to how other legislative or administrativeregulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretationswill be modified or promulgated,if any,and the potential impact such modified or new laws and r

208、egulations will have oncompanies like us and our common stocks.From time to time,we may have to resort to administrative and court proceedings to enforce our legal rights.Since the Chinesemainland administrative and court authorities may have rules and explanations on the interpreting and implementi

209、ng statutory andcontractual terms,however,it may be more difficult to evaluate the outcome of administrative and court proceedings and the levelof legal protection we enjoy in the Chinese mainland legal system.Furthermore,the legal system of the Chinese mainland is basedin part on government regulat

210、ion and rules.Such uncertainties,including uncertainties over the scope and effect of our contractual,property(including intellectual property)and procedural rights,and any failure to respond to changes in the regulatoryenvironment in China could materially and adversely affect our business and impe

211、de our ability to continue our operations,andcause the value of our securities to significantly decline or become worthless.The Chinese government may be authorized by the PRC laws to regulate over the manner in which we must conduct ourbusiness,which actions may result in a material change in our o

212、perations and impact our operations materially and adversely,and significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value ofour common stocks to significantly decline or be worthless.The PRC operating entities ability to operate i

213、n China may be influenced by changes in its laws and regulations,including thoserelating to manufacturing,taxation,environmental regulations,land use rights,property and other matters.The central or localgovernments of these jurisdictions may impose new,stricter regulations or interpretations of exi

214、sting regulations that would requireadditional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.Accordingly,government actions in the future could have a significant effect on economic conditions in China or particular regions thereof andcould re

215、quire us to divest ourselves of any interest we then hold in Chinese properties.2025/5/8 17:35sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm22/127The PRC operating entities business is subject to the e

216、volving and complex laws and regulation in the PRC and could be subject toregulation by various regulatory entities,including various local and municipal agencies and government sub-divisions.TheCompany may incur increased costs necessary to comply with existing and newly adopted laws and regulation

217、s or penalties for anyfailure to comply.The operations of the PRC operating entities could be adversely affected,directly or indirectly,by existing orfuture laws and regulations relating to their business or industry,which could result in further material changes in their operationsand could adverse

218、ly impact the value of our common stocks.122025/5/8 17:35sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm23/127Table of Contents Furthermore,recent statements by the Chinese government indicate an intent

219、 to exert more oversight and control over offerings thatare conducted overseas.Although we believe that we are currently not required to obtain permission from any of the PRC central orlocal government and we have not received any denial to list on any U.S.exchange,it is uncertain whether or when we

220、 might berequired to obtain permission from the PRC government to list on U.S.exchanges in the future.Even if such permission isobtained,it remains uncertain whether it may be later denied or rescinded,which could significantly limit or completely hinder ourability to offer or continue to offer our

221、securities to investors and may cause the value of our common stocks to significantlydecline or be worthless.If(i)we do not receive or maintain such permissions or approvals,(ii)we inadvertently conclude that suchpermissions or approvals are not required,or(iii)applicable PRC laws,regulations,or int

222、erpretations change and we are requiredto obtain such permissions or approvals in the future,we may be subject to fines or other penalties,including suspension ofbusiness and revocation of prerequisite licenses,which could result in a material change in our operations,and may have a materialadverse

223、effect on our business,financial condition or results of operations,and such action could significantly limit or completelyhinder our ability to offer or continue to offer our common stocks to investors and cause the value of such securities to significantlydecline or become worthless.Due to the dif

224、ferences in the legal systems of different countries,you may experience difficulties in effecting service of legalprocess,enforcing foreign judgments,or bringing actions in China against us or our management named in this prospectusbased on foreign laws,compared to doing so in your home country agai

225、nst a domestic defendant.It may also be difficult for youor overseas regulators to conduct investigations or collect evidence within China.We have two subsidiaries in China.As a result,it may be time-consuming and costly for you to effect service of process upon us orthose persons inside the Chinese

226、 mainland,compared to doing so in your home country against a domestic defendant.In addition,there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S.courts against us,or suchpersons predicated upon the civil liability provisions of U.S.securities laws or

227、those of any U.S.state.The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law.PRC courts mayrecognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either ontreaties between China and the coun

228、try where the judgment is made or on principles of reciprocity between jurisdictions.Chinadoes not have any treaties or other forms of written arrangement with the U.S.that provide for the reciprocal recognition andenforcement of foreign judgments.In addition,according to the PRC Civil Procedures La

229、w,the PRC courts will not enforce aforeign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC lawsor national sovereignty,security,or public interest.As a result,it is uncertain whether and on what basis a PRC court would enforcea

230、judgment rendered by a court in the U.S.It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China.Although theauthorities in China may establish a regulatory cooperation mechanism with its counterparts of another country or region tomonitor an

231、d oversee cross-border securities activities,such regulatory cooperation with the securities regulatory authorities in theU.S.may not be efficient in the absence of a practical cooperation mechanism.Furthermore,according to Article 177 of the PRCSecurities Law,or“Article 177,”which became effective

232、in March 2020,no overseas securities regulator is allowed to directlyconduct investigations or evidence collection activities within the territory of the PRC.Article 177 further provides that Chineseentities and individuals are not allowed to provide documents or materials related to securities busi

233、ness activities to foreignagencies without prior consent from the securities regulatory authority of the PRC State Council and the competent departments ofthe PRC State Council.Accordingly,without governmental approval in China,no entity or individual in the Chinese mainland mayprovide documents and

234、 information relating to securities business activities to overseas regulators when it is under directinvestigation or evidence discovery conducted by overseas regulators,which could present significant legal and other obstacles toobtaining information needed for investigations and litigation conduc

235、ted outside of Chinese mainland.Given the Chinese governments regulations on the conduct of the business of the PRC operating entities,the Chinesegovernment may be authorized by PRC laws and regulations to regulate their operations,which could result in a materialchange in the operations of the PRC

236、operating entities and/or the value of our common stock.The Chinese government has implemented regulations on the conduct of the PRC operating entities and may be authorized by PRClaws and regulations to further regulate their operations at any time as the government deems appropriate to further reg

237、ulatory andsocietal goals,which could result in a material change in the operations of the PRC operating entities and/or the value of ourcommon stocks.We cannot rule out the possibility that there will be future regulations or policies regarding our industry that could adversely affectthe business,f

238、inancial condition,and results of operations of the PRC operating entities.Furthermore,if China adopts morestringent standards with respect to certain areas such as corporate social responsibilities,the PRC operating entities may incurincreased compliance costs or become subject to additional restri

239、ctions in their operations.Certain areas of the law in China,including intellectual property rights and confidentiality protections,may also not be as effective as in the United States or othercountries.In addition,we cannot predict the effects of future developments in the PRC legal system on the b

240、usiness operations ofthe PRC operating entities,including the promulgation of new laws,or changes to existing laws or the interpretation orenforcement thereof.These uncertainties could affect the legal protections available to us and our investors,including you.2025/5/8 17:35sec.gov/Archives/edgar/d

241、ata/1482554/000164117225008342/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm24/127 132025/5/8 17:35sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm25/127Table

242、 of Contents Recent greater oversight by the CAC over data security,particularly for companies seeking to list on a foreign exchange,couldadversely impact our business and this offering.On December 28,2021,the CAC,together with 12 other governmental departments of the PRC,jointly promulgated theCybe

243、rsecurity Review Measures,which became effective on February 15,2022.The Cybersecurity Review Measures providesthat,in addition to critical information infrastructure operators(“CIIOs”)that intend to purchase Internet products and services,network platform operators engaging in data processing activ

244、ities that affect or may affect national security must be subject tocybersecurity review by the Cybersecurity Review Office of the PRC.The Cybersecurity Review Measures further requires thatnetwork platform operators that possess personal information of more than one million users must apply for a m

245、andatorycybersecurity review before conducting listings in foreign countries.On September 30,2024,the State Council of China published the Regulations on Network Data Security Administration,whichprovides that data processing operators engaging in data processing activities that affect or may affect

246、 national security must besubject to network data security review by the relevant cyberspace administration of the PRC.The Regulations on Network DataSecurity Administration have not been fully implemented as of the date of this prospectus and will become effective on January 1,2025.Network data pro

247、cessing activities refers to the collection,retention,use,processing,transmission,provision,disclosure,deletion,and other activities of network data.Based on the Companys confirmation,neither the Company nor any of the PRC operating entities qualifies as a criticalinformation infrastructure operator

248、,nor does the Company or any of the PRC operating entities process personal information ofmore than one million users.Accordingly,the Company is not required to voluntarily report for a cybersecurity review under theCybersecurity Review Measures.However,given that the Cybersecurity Review Measures d

249、o not provide explanation orinterpretation for“affect or may affect national security”,the PRC regulatory authorities may have further rules and explanations ininterpreting this provision.Should the authorities determine that the Companys data processing activities affect or may affectnational secur

250、ity,the Company may be subject to a cybersecurity review.Notwithstanding this,to date,based on the Companysconfirmation,the Company has not been involved in any cybersecurity review or investigation by the CAC or other authoritieswith respect to the Cybersecurity Review Measures.Furthermore,the data

251、 processed by the Company or any of the PRC operatingentities has not been included in the effective core data and important data catalogs by any authority,and the Company has takenreasonable and adequate technical and management measures to ensure data security.In light of these circumstances,we ar

252、e of theopinion that the likelihood of the Company being subject to a cybersecurity review is remote.Complying with evolving laws and regulations regarding cybersecurity,information security,privacy and data protection andother related laws and requirements may entail significant expenses which may

253、have an adverse effect on our business,financial conditions and results of operations.The PRC regulatory and enforcement regime with regard to data security and data protection is evolving.We may be required byChinese governmental authorities to share personal information and data that we collect to

254、 comply with PRC laws relating tocybersecurity.All these laws and regulations may result in additional expenses to us and subject us to negative publicity whichcould harm our reputation and negatively affect the trading price of our common stocks.There are also uncertainties with respect tohow these

255、 laws will be implemented in practice.PRC regulators have been increasingly focused on regulation in the areas of datasecurity and data protection.We expect that these areas will receive greater attention and focus from regulators,as well as attractcontinued or greater public scrutiny and attention

256、going forward,which could increase our compliance costs and subject us toheightened risks and challenges associated with data security and protection.We cannot assure you that the measures we havetaken are always sufficient and effective.If we are unable to manage these risks,we could become subject

257、 to penalties,fines,suspension of business and revocation of required licenses,and our reputation and results of operations could be materially andadversely affected.Laws and regulations regarding cybersecurity and information security could materially and adversely affect our business,financial con

258、ditions,and results of operations.According to the PRC National Security Law,the State shall establish institutions and mechanisms for national security review andregulation,conduct national security review on certain matters which affect or may affect the national security,such as keytechnologies a

259、nd IT products and services.According to the PRC Cybersecurity Law and relevant regulations,networkconstructors,network operators and service providers that provide services via network are obligated to take technical and othernecessary measures to ensure the security and stable operation of network

260、,maintain the integrity,confidentiality and availability ofnetwork data,and furthermore provide technical assistance and support in accordance with the law for public security and nationalsecurity authorities to protect national security or assist with criminal investigations.In addition,the PRC Cyb

261、ersecurity Lawprovides that personal information and important data collected and generated by operators of critical information infrastructure inthe course of their operations in the PRC should be stored in the PRC,and the law imposes heightened regulation and additionalsecurity obligations on oper

262、ators of critical information infrastructure.On September 12,2022,the CAC proposed a series of draftamendments to the PRC Cybersecurity Law,which impose more stringent legal liabilities for certain violations.Such draftamendments were released for soliciting public comments and its final form,interp

263、retation and implementation remainsubstantially uncertain.2025/5/8 17:35sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm26/127 142025/5/8 17:35sec.gov/Archives/edgar/data/1482554/000164117225008342/forms

264、-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm27/127Table of Contents On June 10,2021,the Standing Committee of the National Peoples Congress of China promulgated the PRC Data Security Law,which came into effect on September 1,2021.The PRC Data Security Law pro

265、vides for data security and privacy obligations onentities and individuals carrying out data processing activities,introduces a data classification and hierarchical protection systembased on the importance of data in economic and social development,as well as the degree of harm it will cause to nati

266、onalsecurity,public interests,or legitimate rights and interests of individuals or organizations when such data is tampered with,destroyed,leaked,or illegally acquired or used,provides for a national security review procedure for those data activities whichmay affect national security and imposes ex

267、port restrictions on certain data and information.The PRC Data Security Law providesthat“data”refers to any recording of information by electronic or other means.Data processing includes the collection,storage,use,processing,transmission,availability and disclosure of data,etc.If we are found to hav

268、e violated any of the laws andregulations regarding cybersecurity and information security,our business,financial conditions,and results of operations could bematerially and adversely affected.Laws and regulations governing cybersecurity,information security,privacy and data protection,the use of th

269、e internet as acommercial medium,the use of data in artificial intelligence and machine learning,and data sovereignty requirements are rapidlyevolving,extensive,complex,and include inconsistencies and uncertainties.The New Overseas Listing Rules and other relevant rules promulgated by the CSRC may s

270、ubject us to additional compliancerequirements in the future.On February 17,2023,the CSRC promulgated the Trial Measures and five(5)supporting guidelines,which came into effect onMarch 31,2023.Pursuant to the Trial Measures,a PRC domestic company that seeks to offer or list securities overseas,bothd

271、irectly and indirectly,shall submit the filing materials with the CSRC as required by the Trial Measures within three(3)businessdays following its submission of an application to overseas securities regulatory authorities for its initial public offering or listing.If the PRC domestic company fails t

272、o complete required filing procedures or conceals any material fact or falsifies any majorcontent in its filing documents,such PRC domestic company may be subject to administrative penalties,such as an order to rectify,warnings,fines,and its controlling stockholders,actual controllers,the person dir

273、ectly in charge and other directly liable personsmay also be subject to administrative penalties,such as warnings and fines.Therefore,we are required to complete the necessaryfiling procedures with the CSRC as required under the Trial Measures before the completion of this offering.On February 24,20

274、23,the CSRC,together with the Ministry of Finance,the National Administration of State Secrets Protectionand National Archives Administration of China,revised the Provisions on Strengthening Confidentiality and ArchivesAdministration for Overseas Securities Offering and Listing,which were issued by

275、the CSRC and National Administration of StateSecrets Protection and National Archives Administration of China in 2009,or the Provisions.The revised Provisions were issuedunder the title the“Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering andLis

276、ting by Domestic Companies,”and came into effect on March 31,2023,together with the Trial Measures.One of the majorrevisions to the revised Provisions is expanding their application to cover indirect overseas offering and listing,as is consistentwith the Trial Measures.The revised Provisions require

277、 that,among other things,(a)a PRC domestic company that plans to,eitherdirectly or indirectly through its overseas listed entity,publicly disclose or provide to relevant individuals or entities,includingsecurities companies,securities service providers,and overseas regulators,any documents and mater

278、ials that contain state secretsor working secrets of government agencies,shall first obtain approval from competent authorities according to the PRC law andregulations,and file with the secrecy administrative department at the same level;and(b)a PRC domestic company that plans to,either directly or

279、indirectly through its overseas listed entity,publicly disclose or provide to relevant individuals and entities,including securities companies,securities service providers,and overseas regulators,any other documents and materials that,ifleaked,will be detrimental to national security or public inter

280、est,shall strictly fulfill relevant procedures stipulated by applicablenational regulations.Any failure or perceived failure by our Company and the PRC operating entities to comply with the aboveconfidentiality and archives administration requirements under the revised Provisions and other PRC laws

281、and regulations mayresult in the relevant entities being held legally liable by competent authorities,and referred to the judicial organ to be investigatedfor criminal liability if suspected of committing a crime.The Trial Measures and the revised Provisions recently issued by the PRC authorities su

282、bject us to additional compliancerequirements.As there are still uncertainties regarding the interpretation and implementation of such regulatory guidance,wecannot assure you that we will be able to comply with all the new regulatory requirements of the Trial Measures,the revisedProvisions,or any fu

283、ture implementing rules on a timely basis,or at all.Any failure by us to fully comply with the new regulatoryrequirements,including,but not limited to the failure to complete the filing procedures with the CSRC if required,maysignificantly limit or completely hinder our ability to offer or continue

284、to offer our common stocks,cause significant disruption toour business operations,and severely damage our reputation,which would materially and adversely affect our financial conditionand results of operations and cause our common stocks to significantly decline in value or become worthless.152025/5

285、/8 17:35sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm28/127Table of Contents We may be subject to additional contributions of social insurance and housing provident fund and late payments and finesimp

286、osed by relevant governmental authorities.In accordance with the above-mentioned PRC laws,companies incorporated in the PRC are required to participate in the EmployeeBenefits and contribute to the amounts which are equal to a certain percentage of salaries,including bonuses and allowances,oftheir e

287、mployees.According to the Social Insurance Law,an employer that has not made social insurance contributions at a rate andbased on an amount prescribed by the law,or at all,may be ordered to rectify the non-compliance and pay the requiredcontributions within a stipulated deadline and be subject to a

288、late payment fine at a daily rate of 0.05%per day of the outstandingamount.If the employer still fails to rectify the failure to make social insurance contributions within the stipulated deadline,it maybe subject to a fine ranging from one to three times of the amount overdue.Pursuant to the Regulat

289、ions on the Administration ofHousing Provident Fund,in the event that the payment and deposit of the housing provident fund is not made in full or at all intime by an employer,the housing provident fund management center may order it to make the payment and deposit within aprescribed period,and wher

290、e the payment and deposit has not been made within the prescribed period,an application may be madeto the PRC courts for compulsory enforcement.In addition,under the Social Insurance Law and the Regulations on the Administration of Housing Provident Fund,PRCsubsidiaries shall register with local soc

291、ial insurance agencies and register with applicable housing provident fund managementcenters and establish a special housing provident fund account in an entrusted bank.Employers that do not open the socialinsurance account may be ordered by the social security administrative authorities to make cor

292、rection within a stipulated period;where correction is not made within the stipulated period,employers may be subject to a fine ranging from one to three times theamount of the social security premiums payable,and the direct liable administrative staff of such employers may by subject to afine rangi

293、ng from RMB500 to RMB3,000.Employers that do not register the housing provident fund may be ordered by thehousing provident fund management center to complete the housing fund payment registration within a prescribed time limit,failing to do so may be subjected to a fine from RMB10,000 to RMB50,000.

294、We cannot assure you that the relevant governmental authorities will not require us to pay the outstanding amount and impose latefees or fines on us.If we are otherwise subject to investigations related to non-compliance with labor and social security laws andregulations and are imposed severe penal

295、ties or incur significant legal fees in connection with labor or social security law disputesor investigations,our business,financial condition and results of operations may be adversely affected.PRC regulations relating to offshore investment activities by PRC residents may subject our PRC resident

296、 beneficial owners orPRC operation entities to liability or penalties,limit our ability to inject capital into PRC operation entities,limit PRC operationentities ability to increase its registered capital or distribute profits to us,or may otherwise adversely affect us.On July 4,2014,SAFE issued the

297、 Circular on Issues Concerning Foreign Exchange Control over the Overseas Investment andFinancing and Round-trip Investment by Domestic Residents via Special Purpose Vehicles,or“SAFE Circular 37.”According toSAFE Circular 37,prior registration with the local SAFE branch is required for PRC residents

298、,(including PRC individuals andPRC corporate entities as well as foreign individuals that are deemed to be PRC residents for foreign exchange administrationpurpose),in connection with their direct or indirect contribution of domestic assets or interests to offshore special purpose vehicles,or“SPVs.”

299、SAFE Circular 37 further requires amendments to the SAFE registrations in the event of any changes with respect tothe basic information of the offshore SPV,such as change of a PRC individual stockholder,name and operation term,or anysignificant changes with respect to the offshore SPV,such as an inc

300、rease or decrease of capital contribution,share transfer orexchange,or mergers or divisions.SAFE Circular 37 is applicable to our stockholders who are PRC residents and may beapplicable to any offshore acquisitions that we make in the future.In February 2015,SAFE promulgated a Notice on FurtherSimpl

301、ifying and Improving Foreign Exchange Administration Policy on Direct Investment,or“SAFE Notice 13,”effective in June2015.Under SAFE Notice 13,applications for foreign exchange registration of inbound foreign direct investments and outboundoverseas direct investments,including those required under S

302、AFE Circular 37,will be filed with qualified banks instead of SAFE.The qualified banks will directly examine the applications and accept registrations under the supervision of SAFE.In addition to SAFE Circular 37 and SAFE Notice 13,our ability to conduct foreign exchange activities in China may be s

303、ubject tothe interpretation and enforcement of the Implementation Rules of the Administrative Measures for Individual Foreign Exchangepromulgated by SAFE in January 2007(as amended and supplemented,the“Individual Foreign Exchange Rules”).Under theIndividual Foreign Exchange Rules,any PRC individual

304、seeking to make a direct investment overseas or engage in the issuance ortrading of negotiable securities or derivatives overseas must make the appropriate registrations in accordance with SAFEprovisions,the failure of which may subject such PRC individual to warnings,fines,or other liabilities.As o

305、f the date of this prospectus,to our knowledge,none of our current stockholders are PRC residents who need to make thenecessary applications,filings and amendments as required under the SAFE Circular 37.However,our historical Chinesestockholders failure to complete the relevant foreign exchange regi

306、stration formalities of their investment in us,may result in finesand regulatory penalties for them personally as well as for entities operating in our territory,and we may not at all times be fullyaware or informed of the identities of the beneficial stockholders that are required to make such regi

307、strations.Moreover,we cannotprovide any assurance that our future PRC resident beneficial owners will comply with our request to make or obtain anyapplicable registrations or continuously comply with all registration procedures set forth in these SAFE regulations,and it remains2025/5/8 17:35sec.gov/

308、Archives/edgar/data/1482554/000164117225008342/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm29/127unclear how these SAFE regulations will be interpreted and implemented in the future.Failure or inability of our PRC residentbeneficial owners to comply with

309、 these SAFE regulations may subject our PRC resident beneficial owners to fines and legalsanctions,restrict our cross-border investment activities,or limit our PRC operation entities ability to distribute dividends to,orobtain foreign-exchange-dominated loans from,our Company,or prevent us from bein

310、g able to make distributions or paydividends,as a result of which our business operations and our ability to distribute profits to you could be materially and adverselyaffected.Notwithstanding this,as of the date of this prospectus,our Company has not been involved in any review,investigation orpuni

311、shment by the SAFE or other authorities with respect to the SAFE Circular 37.162025/5/8 17:35sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1482554/000164117225008342/forms-1a.htm30/127Table of Contents Failure of our PRC operating entities

312、FDI registration may result in restrictions on the settlement of the foreign exchange ofour PRC operating entities,and our ability to use the proceeds we expect to receive from this offering and to capitalize orotherwise fund our PRC operations may be negatively affected,and subject us to regulatory

313、 penalties.On August 29,2008,SAFE promulgated the Circular on the Relevant Operating Issues Concerning the Improvement of theAdministration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises,or SAFE Circular 142,regulating the conversion by a foreign-invested e

314、nterprise of foreign currency registered capital into RMB by restricting how theconverted RMB may be used.SAFE Circular 142 provides that the RMB capital converted from foreign currency registered capitalof a foreign-invested enterprise may only be used for purposes within the business scope approve

315、d by the applicable governmentalauthority and may not be used for equity investments within the PRC.In addition,SAFE strengthened its oversight of the flow anduse of the RMB capital converted from foreign currency registered capital of a foreign-invested company.The use of such RMBcapital may not be

316、 altered without SAFE approval,and such RMB capital may not,in any case,be used to repay RMB loans if theproceeds of such loans have not been used.Such requirements are also known as the“payment-based foreign currency settlementsystem”established under the SAFE Circular 142.Violations of SAFE Circul

317、ar 142 could result in severe monetary or otherpenalties.Furthermore,SAFE promulgated the Circular of State Administration of Foreign Exchange on Issues Relating toStrengthening Administration of Foreign Exchange Businesses on November 19,2010,or Circular No.59,which was repealed bythe Circular of t

318、he State Administration of Foreign Exchange on the Publication of 34 Repealed and Invalidated NormativeDocuments on Foreign Exchange Management,and the Supplementary Circular of General Affairs Department of StateAdministration of Foreign Exchange on Issues Relating to Improving the Relevant Busines

319、s Operations of Administration ofForeign Exchange Settlement for Payment of Foreign Currency Capital Funds of Foreign Investment Enterprises on July 18,2011,known as Circular No.88,which was repealed by the Circular on the Reform of the Administration of the Payment and Settlementof Foreign Currency

320、 Capital of Foreign-Invested Enterprises,tightening the examination on the authenticity of settlement of netproceeds from an offering and requiring that the settlement of net proceeds shall be in accordance with the description in itsprospectus.On February 13,2015,SAFE promulgated the Notice on Furt

321、her Simplifying and Improving the Administration of the ForeignExchange Concerning Direct Investment,or the SAFE Notice 13,which became effective on June 1,2015.Pursuant to SAFENotice 13,instead of applying for approvals regarding foreign exchange registrations of foreign direct investment and overs

322、easdirect investment from SAFE,entities and individuals will be required to apply for such foreign exchange registrations,or FDIregistration,from qualified banks.The qualified banks,under the supervision of SAFE,will directly examine applications andmanage registrations.For any entity that fails to

323、comply with the FDI registration requirements of the SAFE Notice 13,the SAFEwould conduct business control over the capital account information system of such entity,and banks would not carry out foreignexchange businesses under the capital account for such entity.After the non-compliant entity subm

324、itting the satisfied informationand reasons to the SAFE as required,the SAFE would cancel business control.But the entity violating foreign exchangeregulations would be subject to administrative punishment according to the SAFE Notice 13.Our PRC operating entities historically failed to complete the

325、 FDI registration.As of the date of this prospectus,our PRC operatingentities are under the process of the FDI registration,however,we cannot assure you that we will be able to complete the FDIregistration on a timely basis,or if at all.The Company and HFZY have entered into an agreement,stipulating

326、 that if SXHM failsto complete the FDI registration,the Company will contribute 100%shares of SXHM to HFZY,so that SXHM will be a subsidiaryof HFZY.Failure of FDI registration may result in restrictions on the settlement of the foreign exchange of our PRC operatingentities,and negatively affect our

327、ability to use the proceeds we expect to receive from this offering and to capitalize or otherwisefund our PRC operations,or to legally remit funds from our PRC operating entities to the Company,and subject us to regulatorypenalties.PRC regulation of parent/subsidiary loans and direct investment by

328、offshore holding companies to PRC entities may delay orprevent us from using the proceeds of this offering to make loans or additional capital contributions to PRC entities,whichcould materially and adversely affect our liquidity and our ability to fund and expand our business.Under PRC laws and reg

329、ulations,we are permitted to utilize the proceeds from this offering to fund the PRC entities by makingloans to or additional capital contributions,subject to applicable government registration,statutory limitations on amount,andapproval requirements.Additionally,PRC operation entities may increase

330、their registered capital to receive additional capitalcontributions from us and currently there is no statutory limit to increasing their registered capital,subject to satisfaction ofapplicable government and filing requirements.Pursuant to relevant PRC regulations,we may provide loans to PRC operat

331、ionentities up to the larger amount of(i)the balance between the registered total investment amount and registered capital of PRCoperation entities,or(ii)300%of the amount of the net assets of PRC operation entities calculated in accordance with the PeoplesBank of China Circular 9,subject to satisfa

332、ction of applicable government registration or approval requirements.For any amountof loans that we may extend to PRC operation entities,such loans must be registered with the local counterpart of SAFE.ThesePRC laws and regulations may significantly limit our ability to use RMB converted from the ne

333、t proceeds of this offering to fundthe establishment of new entities in China by PRC operation entities.Moreover,we cannot assure you that we will be able tocomplete the necessary registrations or obtain the necessary government approvals on a timely basis,if at all,with respect to futureloans to PRC operation entities or future capital contributions by us to PRC operation entities.If we fail to c