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  • 因立夫(INLF)美股IPO上市招股说明书(185页).pdf

    F-1 1 ea0200353-03.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commissio.

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  • 廸昇海外升学中心(RSHL)美股IPO上市招股说明书(176页).pdf

    F-1 1 ea0204557-01.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on May13,2024.Registration No.333-*UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_Form F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_Rise Smart Group Holdings Limited(Exact Name of Registrant as Specified in its Charter)_Cayman Islands 8200 Not Applicable(State or OtherJurisdiction ofIncorporation orOrganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)Rise Smart Group Holdings LimitedRoom 903,Floor 9,Tower 1Silvercord,30 Canton RoadTsim Sha Tsui,KowloonHongKong 852 2980 2306(Address,includingzipcode,andtelephonenumber,includingareacode,ofRegistrantsprincipalexecutiveoffices)_Cogency Global Inc.122 East 42nd Street,18th FloorNewYork,NY10168Phone: 1(800)221-0102(Name,address,including zip code,and telephone number,including area code,ofagent for service)_With a Copy to:Daniel D.NauthNauth LPC217 Queen Street W,Toronto,ONM5H 1P4Canada 1(416)477-6031 Mark E.Crone,Esq.Liang Shih,Esq.Ron Levy,Esq.The Crone Law Group P.C.420 Lexington Avenue,Suite 2446NewYork,NY10170Telephone: 1646-861-7891_Approximate date of commencement of proposed sale to the public:As soon as practicableafter the effective date of this registration statement.If any of the securities being registered on this Prospectus are to be offered on a delayed orcontinuous basis pursuant to Rule415 under the Securities Actof1933,check the following box.If this Form is filed to register additional securities for an offering pursuant toRule 462(b)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(c)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(d)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule405of the Securities Actof1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section7(a)(2)(B)of the Securities Act._The term“new or revised financial accounting standard”refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April5,2012.The Registrant hereby amends this Registration Statement on such date or dates as maybe necessary to delay its effective date until the Registrant shall file a furtheramendment which specifically states that this Registration Statement shall thereafterbecome effective in accordance with Section8(a)of the Securities Act or until theRegistration Statement shall become effective on such date as the Securities andExchange Commission,acting pursuant to said Section8(a),may determine.Table of ContentsThe information in this prospectus is not complete and may be changed.Wemay not sell these securities until the registration statement filed withthe Securities and Exchange Commission is effective.This prospectus is notan offer to sell these securities and it is not soliciting an offer to buythese securities in any jurisdiction where the offer or sale is notpermitted.SUBJECT TO COMPLETIONPRELIMINARY PROSPECTUS DATED MAY 13,2024,1,250,000 Ordinary SharesRise Smart Group Holdings LimitedThis is an initial public offering(the“Offering”)of our Ordinary Shares.We areoffering on a firm commitment basis,1,250,000 Ordinary Shares,par value US$0.000625per share(“Ordinary Shares”).We expect the initial public offering price will be$4 to$6 per Ordinary Share.Prior to this Offering,there has been no public marketcurrently for our Ordinary Shares.We intend to apply to list our Ordinary Shares onthe Nasdaq Capital Market under the symbol“RSHL”.This Offering is contingent uponus listing our Ordinary Shares on Nasdaq or another national exchange.There is noguarantee or assurance that our Ordinary Shares will be approved for listing on theNasdaq Capital Market or another national exchange.Investors are cautioned that they are not buying shares of the operatingcompany based in Hong Kong but instead are buying shares of a shellcompany that the issuer incorporated in the Cayman Islands that operatesthrough its subsidiaries in Hong Kong,which involves unique risks toinvestors.Investors may never hold equity interests in our subsidiaries inHong Kong.Chinese regulatory authorities could disallow this structure,which would likely result in a material change in our OperatingSubsidiarys operations and/or a material change in the value of ourOrdinary Shares,including the risk that such event could cause the valueof such securities to significantly decline or become worthless.Pleaserefer to“Risk Factors Risks related to our corporate structure In2023,the PRC government initiated a series of regulatory actions andstatements to regulate business operations in certain areas in mainlandChina,including cracking down on illegal activities in the securitiesmarket,enhancing supervision over mainland China-based companies listedoverseas using the variable interest entity structure,adopting newmeasures to extend the scope of cybersecurity reviews,and expanding theefforts in anti-monopoly enforcement.In the future,we may be subject toPRC laws and regulations related to the current business operations of ourOperating Subsidiary and any changes in such laws and regulations andinterpretations may impair its ability to operate profitably,which couldresult in a material negative impact on its operations and/or the value ofour Ordinary Shares.”on page 18 for further information.Unless otherwise stated,as used in this prospectus,the terms“we,”“us,”“ourCompany,”and the“Company”refer to Rise Smart Group Holdings Limited,an exemptedcompany with limited liability incorporated under the laws of Cayman Islands with nomaterial operations.We conduct all of our operations through our subsidiary,RiseSmart HongKong,established under the laws of the HongKong Special AdministrativeRegion(“HongKong SAR”or“HongKong”).We are,and will continue to be,a“controlled company”as defined underRule5615(c)(1)of the Nasdaq Stock Market Rules.Mr.Kin Cho Li,our Chairman andChief Executive Officer,will beneficially own approximately 73.71%of our then-issued and outstanding Ordinary Shares and will be able to exercise approximately73.71%of the total voting power of our issued and outstanding Ordinary Sharesimmediately after the consummation of this offering,assuming the underwriters do notexercise its option to purchase additional Ordinary Shares.For further information,see“Principal Shareholders.”Although we do not intend to rely on the“controlledcompany”exemption under Rule5615(c)(1)of the Nasdaq Stock Market Rules,we couldelect to rely on this exemption in the future.Please read the disclosures beginningon page11 of this prospectus for more information.We are an“emerging growth company”as defined in the Jumpstart Our BusinessAct of 2012,as amended,and,as such,are eligible for reduced public companyreporting requirements.Investing in our ordinary shares involves risks.Please see“Risk Factors”beginning on page17 of this prospectus for more information.We are a“Foreign Private Issuer”under applicable U.S.federal securities lawsand,as such,are eligible for reduced public company reporting requirements.Pleasesee“Implications of Being a Foreign Private Issuer”beginning on page11 of thisprospectus for more information.The Regulations on Mergers and Acquisitions of Domestic Companies byForeign Investors,or the M&A Rules,adopted by six Peoples Republic ofChina(“PRC”)regulatory agencies in 2006 and amended in 2009,require anoverseas special purpose vehicle formed for listing purposes throughacquisitions of domestic companies Table of Contentsin mainland China and controlled by companies or individuals of mainlandChina to obtain the approval of the China Securities Regulatory Commission(“CSRC”),prior to the listing and trading of such special purposevehicles securities on an overseas stock exchange.In addition,onDecember24,2021,the CSRC released the Administrative Regulations of theState Council Concerning the Oversea Issuance of Security and Listing byDomestic Enterprise(Draft for Comments)(the“Draft AdministrativeRegulations”)and the Measures for the Overseas Issuance of Securities andListing Record-Filings by Domestic Enterprises(Draft for Comments)(the“Draft Filing Measures”),collectively the“Draft Rules on OverseasListing”,for public opinion.On February 17,2023,with the approval of the State Council,the CSRCreleased the Trial Administrative Measures of Overseas Securities Offeringand Listing by Domestic Companies,or the Trial Measures,and fivesupporting guidelines,which came into effect on March31,2023.Accordingto the Trial Measures,(1)domestic companies that seek to offer or listsecurities overseas,both directly and indirectly,should fulfill thefiling procedure and report relevant information to the CSRC;(2)if theissuer meets both of the following conditions,the overseas offering andlisting shall be determined as an indirect overseas offering and listing bya domestic company:(i)any of the total assets,net assets,revenues orprofits of the domestic operating entities of the issuer in the most recentaccounting year accounts for more than 50%of the corresponding figure inthe issuers audited consolidated financial statements for the sameperiod;(ii)its major operational activities are carried out in China orits main places of business are located in China,or the senior managers incharge of operation and management of the issuer are mostly Chinesecitizens or are domiciled in China;and(3)where a domestic company seeksto indirectly offer and list securities in an overseas market,the issuershall designate a major domestic operating entity responsible for allfiling procedures with the CSRC,and where an issuer makes an applicationfor initial public offering and listing in an overseas market,the issuershall submit filings with the CSRC within threebusiness days after suchapplication is submitted.On the same day,the CSRC held a pressconference for the release of the Trial Measures and issued the Notice onAdministration for the Filing of Overseas Offering and Listing by DomesticCompanies,which,among others,clarifies that(1)a six-month transitionperiod will be granted to domestic companies which,prior to the effectivedate of the Trial Measures,have already obtained the approval fromoverseas regulatory authorities or stock exchanges,such as completion ofregistration in the market of the United States,but have not completedthe indirect overseas listing;and(2)domestic companies that havealready submitted valid applications for overseas offering and listing buthave not obtained approval from overseas regulatory authorities or stockexchanges on or prior to the effective date of the Trial Measures,mayreasonably arrange the timing for submitting their filing applications withthe CSRC,and shall complete the filing before the completion of theiroverseas offering and listing.On February24,2023,the CSRC,Ministry of Finance of the PRC,NationalAdministration of State Secrets Protection and National ArchivesAdministration of China jointly issued the Provisions on StrengtheningConfidentiality and Archives Administration Overseas Securities Offeringand Listing by Domestic Companies or the Confidentiality Provisions,whichcame into effect on March 31,2023.The Confidentiality Provisionsrequire that,among other things,(1)a domestic company that conducts anoverseas offering and listing both directly and indirectly should institutea sound confidentiality and archives administration system,and takenecessary measures to fulfill confidentiality and archives administrationobligations;(2)a domestic company that plans to,either directly orthrough its overseas listed entity,publicly disclose or provide torelevant individuals or entities including securities companies,securitiesservice providers and overseas regulators,any documents and materials thatcontain state secrets or working secrets of government agencies,shallfirst obtain approval from competent authorities according to law,and filewith the secrecy administrative department at the same level;(3)adomestic company that plans to,either directly or through its overseaslisted entity,publicly disclose or provide to relevant individuals andentities including securities companies,securities service providers andoverseas regulators,any other documents and materials that,if leaked,will be detrimental to national security or public interest,shall strictlyfulfil relevant procedures stipulated by applicable national regulations;(4)where a domestic company,after fulfilling relevant procedures,provides to securities companies,securities service providers and otherentities with any documents and materials that contain state secrets orworking secrets of government agencies,or any other documents andmaterials that will be detrimental to national security or public interestif leaked,a non-disclosure agreement shall be signed between the providerand receiver of such information;and(5)domestic companies,securitiescompanies or securities service providers that discover any leakage orpossible leakage of state secrets,working secrets of government agenciesor any other documents and materials that,if leaked,will be detrimentalto national security or public interest,shall immediately take remediesand report to relevant state organs and units.Table of ContentsRise Smart Group Holdings Limited is a holding company incorporated in theCayman Islands and has one Operating Subsidiary based in HongKong,and itdoes not have any subsidiary or Variable Interest Entity(“VIE”)inmainland China or intend to acquire any equity interest in any domesticcompanies within mainland China,nor is it controlled by any companies orindividuals of mainland China.Further,we are headquartered in HongKongwith our chief executive officer,chief financial officer and all membersof the board of directors based in Hong Kong who are not mainland Chinacitizens and all of our revenues and profits are generated by oursubsidiary in HongKong and we have not generated any revenues or profitsin mainland China.Additionally,we do not intend to operate in mainlandChina in the foreseeable future.As such,we do not believe we would besubject to the M&A Rules,or would be required to file with the CSRC underthe Trial Measures or the Confidentiality Provisions.Moreover,pursuant tothe Basic Law of the HongKong Special Administrative Region,or the BasicLaw,PRC laws and regulations shall not be applied in HongKong except forthose listed in Annex III of the Basic Law(which is confined to lawsrelating to national defense,foreign affairs and other matters that arenot within the scope of autonomy).Therefore,as confirmed by our PRCCounsel,China Commercial Law Firm,as of the date of this prospectus,neither we nor our subsidiaries is covered by permission requirements fromCSRC or any other governmental agency of mainland China that is required toapprove our subsidiaries operations or our offering.Additionally,neither we nor our subsidiaries are required to obtain CSRC approval priorto its listing on an exchange in the U.S.Hence,as of the date of thisprospectus,neither we nor our Operating Subsidiary has ever applied forany such permission or approval.We or our subsidiaries are not covered bypermission or approval requirements by any PRC governmental agency requiredto approve us or our subsidiaries operations.No permissions or approvalsfrom any PRC governmental agency have been denied since our incorporationup to the date of this prospectus.Notwithstanding the above opinion,ourPRC Counsel has further advised us that uncertainties exist as to how theM&A Rules,the Trial Measures and the Confidentiality Provisions will beinterpreted and implemented by Chinese regulators and its opinionssummarized above are subject to any new laws,rules,and regulations ordetailed implementations and interpretations in any form relating to theM&A Rules,the Trial Measures and the Confidentiality Provisions.If theCSRC or other PRC regulatory agencies subsequently determine that priorCSRC approvals are required for our offering,we may face regulatoryactions or other sanctions from the CSRC or other PRC regulatory agencies.Moreover,if there is significant change to the applicable laws,regulations,or interpretations change,that require us to obtain approvalsfrom the CSRC or other PRC regulatory agencies on,among others,the M&ARules,the Trial Measures and the Confidentiality Provisions at any stage,including but not limited,upon the completion of this Offering,in thefuture,and,if in such event,we or our HongKong subsidiary(i)do notreceive or maintain the approval,(ii)inadvertently conclude that suchpermissions or approvals are not required,(iii)are required to obtainsuch permissions or approvals in the future if applicable laws,regulations,or interpretations change,or(iv)are denied permission fromthe CSRC or any other PRC regulatory agencies,we will not be able to listour Ordinary Shares on a U.S.exchange,or continue to offer securities toinvestors,which would materially affect the interests of investors andcause the value of Ordinary Shares to significantly decline or beworthless.Please refer to“Risk Factors Risks related to our corporatestructure We may become subject to a variety of PRC laws and otherobligations regarding M&A Rules,the Trial Measures and data security,andany failure to comply with applicable laws and obligations could have amaterial and adverse effect on our business,financial condition andresults of operations.”on page 18 for further information.Recently,the PRC government initiated a series of regulatory actions andstatements to regulate business operations in certain areas in mainlandChina,including cracking down on illegal activities in the securitiesmarket,enhancing supervision over mainland China-based companies listedoverseas using the variable interest entity structure,adopting newmeasures to extend the scope of cybersecurity reviews,and expanding theefforts in anti-monopoly enforcement.For example,on July6,2021,the General Office of the Communist Party of China Central Committee andthe General Office of the State Council jointly issued a document to crackdown on illegal activities in the securities market and promote the high-quality development of the capital market,which,among other things,requires the relevant governmental authorities to strengthen cross-borderoversight of law-enforcement and judicial cooperation,to enhancesupervision over mainland China-based companies listed overseas,and toestablish and improve the system of extraterritorial application of the PRCsecurities laws.Also,on December28,2021,the Measures forCybersecurity Review(the“Measures”)were published and became effectiveFebruary15,2022,and require that,among other things,and in additionto any“operator of critical information infrastructure”,any“dataprocessor”controlling personal information of no less than one millionusers(which to be further specified)which seeks to list in a foreignstock exchange should also be subject to cybersecurity review,and whichthe Measures further elaborate on the factors to be considered when Table of Contentsassessing the national security risks of the relevant activities.OurHong Kong Operating Subsidiary currently has only served the Hong Konglocal market and does not presently have any operations in mainland China.We do not currently expect the Measures to have an impact on our business,operations or this Offering,nor do we anticipate that we or our HongKongsubsidiary are covered by permission requirements from the CyberspaceAdministration of China(“CAC”)or any other government agency that isrequired to approve our subsidiaries operations,as we do not believe wemay be deemed to be an“operator of critical information infrastructure”or a“data processor”controlling personal information of no less thanone million users,that is required to file for cybersecurity review beforelisting in the U.S.,because(i)all of our operations are conducted byour Hong Kong Operating Subsidiary which currently solely serve theHongKong local market,we currently have no operations in mainland China;(ii)we do not have or intend to have any subsidiary,nor do we have orintend to establish a VIE structure with any entity in mainland China andthe Measures remain unclear whether they shall be applied to a company suchas ours;(iii)as of date of this prospectus,we have neither collectednor stored any personal information of any mainland China individual orwithin mainland China,nor do we entrust or expect to be entrusted by anyindividual or entity to conduct any data processing activities of anymainland China individual or within mainland China;and(iv)as of thedate of this prospectus,we have not been informed by any PRC governmentalauthority of any requirement we must file for a cybersecurity review.Moreover,pursuant to the Basic Law of the HongKong SpecialAdministrative Region,or the Basic Law,PRC laws and regulations shall notbe applied in HongKong except for those listed in AnnexIII of the BasicLaw(which is confined to laws relating to national defense,foreignaffairs and other matters that are not within the scope of autonomy).Asconfirmed by our PRC counsel,China Commercial Law Firm,based on itsunderstanding of the PRC laws and regulations that are currently in effect,neither we nor our HongKong Operating Subsidiary,are currently subjectto the cybersecurity review by the CAC as provided under the Measures.Additionally,neither we nor our subsidiaries are covered by requirementsfrom the CAC or any other governmental agency that is required to approveour subsidiaries operations.However,there remains uncertainty as to howthe Measures will be interpreted or implemented.Also,uncertainty existsin relation to the interpretation and enforcement of relevant PRCcybersecurity laws and regulations.If we were deemed to be an“operatorof critical information infrastructure”or a“data processor”controlling personal information of no less than one million users underthe Measures,or if other regulations promulgated in relation to theMeasures are deemed to apply to us,our business operations and the listingof our Ordinary Shares in the U.S.could be subject to cybersecurityreview by the CAC.Moreover,if there is significant change to theapplicable laws,regulations,or interpretations change,that require ourCompany to obtain approval from the CAC or any other governmental agency,and,if in such event,at any stage,including but not limited to,upon thecompletion of this Offering,we or our Hong Kong Operating Subsidiary(i)do not receive or maintain the approval,(ii)inadvertently concludethat such permissions or approvals are not required,or(iii)are requiredto obtain such permissions or approvals in the future if applicable laws,regulations,or interpretations change,or(iv)are denied permission fromthe CAC or any other PRC regulatory agencies,we will not be able to listour Ordinary Shares on a U.S.exchange,or continue to offer securities toinvestors,which would materially affect the interests of investors andcause the value of Ordinary Shares to significantly decline or beworthless.As of the date of this prospectus,such recent statements andregulatory actions by the PRC government,as well as regulatory actionsrelated to data security or anti-monopoly concerns in Hong Kong do not havea material impact on our ability to conduct business,accept foreigninvestments or list on a U.S.or other foreign exchange.However,newregulatory actions relating to data security or anti-monopoly concerns inHong Kong may be taken in the future and there can be no assurance as towhether such regulatory actions may have a material impact on our abilityto conduct business,accept foreign investments or continue to list on aU.S.or other foreign exchange.If any or all of the foregoing were tooccur,it may result in a material change to our operations and and/orsignificantly limit or completely hinder our ability to offer or continueto offer securities to investors and cause the value of our Ordinary Sharesto significantly decline or become worthless.Please refer to“RiskFactors Risks related to our corporate structure Substantially all ofour Operating Subsidiarys operations are conducted in Hong Kong.However,due to the long arm provisions under the current PRC laws and regulations,the Chinese government may exercise significant oversight and discretionover the conduct of such business and may influence such operations at anytime,which could result in a material change in the operations of theoperating subsidiary and/or the value of our Ordinary Shares.The PRCgovernment may also impose restrictions on our ability to transfer moneyout of Hong Kong to distribute earnings and pay dividends or to reinvest inour business outside of Hong Kong.Changes in the policies,regulations,rules,and the enforcement of laws of the Chinese government may also occurquickly and our assertions and beliefs of the risk imposed by the PRC legaland regulatory system cannot be certain.There are uncertainties regardingthe enforcement of PRC laws,and rules and regulations Table of Contentsin China can change quickly with little advance notice.The Chinesegovernment may intervene or influence our operations at any time,or mayexert more control over offerings conducted overseas and/or foreigninvestment in China-based issuers,which could result in a material changein our operations and/or the value of the securities we are registering forsale”on page 21 for further information.Nevertheless,since these statements and regulatory actions are new,it isuncertain how soon the legislative or administrative regulation makingbodies will respond and what existing or new laws or regulations ordetailed implementations and interpretations will be modified orpromulgated,if any.It is also uncertain what the potential impact suchmodified or new laws and regulations will have on our OperatingSubsidiarys daily business operation,its ability to accept foreigninvestments and the listing of our Ordinary Shares on a U.S.or otherforeign exchanges.If there is significant change to the applicable laws,regulations,orinterpretations change,that require our Company to obtain approval fromthe CAC or any other governmental agency,and,if in such event,we or ourHongKong subsidiary at any stage,including but not limited to,upon thecompletion of this Offering,(i)do not receive or maintain the approval,(ii)inadvertently conclude that such permissions or approvals are notrequired,(iii)are required to obtain such permissions or approvals ifapplicable laws,regulations,or interpretations change,or(iv)aredenied permission from the CSRC,the CAC or any other relevant PRCregulatory agencies,the relevant regulatory authorities,such as the CACor the CSRC,might have broad discretion in dealing with such violations,including:imposing fines on us or the HongKong subsidiaries,discontinuing or restricting the operations of the subsidiaries;imposingconditions or requirements with which we or our Operating Subsidiary maynot be able to comply;restricting or prohibiting our use of the proceedsfrom our initial public offering to finance the business and operations inHongKong.The imposition of any of these penalties would also result in amaterial and adverse effect on our ability to conduct business,and on ouroperations and financial condition.If any or all of the foregoing were tooccur,it may significantly limit or completely hinder our ability tocomplete this Offering or cause the value of our Ordinary Shares tosignificantly decline or become worthless.Moreover,we might not be ableto complete this Offering,list our Ordinary Shares on a U.S.exchange,orcontinue to offer securities to investors,which would also materiallyaffect the interests of investors and cause the value of Ordinary Shares tosignificantly decline or be worthless.See“Risk FactorsRisks Relatedto Our Corporate Structure In 2023,the PRC government initiated aseries of regulatory actions and statements to regulate business operationsin certain areas in mainland China,including cracking down on illegalactivities in the securities market,enhancing supervision over mainlandChina-based companies listed overseas using the variable interest entitystructure,adopting new measures to extend the scope of cybersecurityreviews,and expanding the efforts in anti-monopoly enforcement.In thefuture,we may be subject to PRC laws and regulations related to thecurrent business operations of our Operating Subsidiary and any changes insuch laws and regulations and interpretations may impair its ability tooperate profitably,which could result in a material negative impact on itsoperations and/or the value of our Ordinary Shares”on page 18.We areadvised by HongKong counsel,David Fong&Co.,that neither we nor ourOperating Subsidiary are required to obtain permission or approval fromHongKong authorities to offer the securities being registered to foreigninvestors.Should there be any change in applicable laws,regulations,orinterpretations,and we or any of our subsidiaries are required to obtainsuch permissions or approvals in the future,we will strive to comply withthe then applicable laws,regulations,or interpretations.On December 2,2021,the SEC adopted final amendments to its rulesrelating to the implementation of disclosure and documentation requirementsof the Holding Foreign Companies Accountable Act,or the HFCAA,which tookeffect January10,2022.We will be required to comply with these rules ifthe SEC identifies us as having a“non-inspection”year,as defined inthe rules,under a process to be subsequently established by the SEC.TheSEC is assessing how to implement other requirements of the HFCAA.Underthe HFCAA,our securities may be prohibited from trading on the Nasdaq orother U.S.stock exchanges if our auditor is not inspected by the PublicCompany Accounting Oversight Board,or the PCAOB,for threeconsecutive years,and this could result in our shares being delisted.Furthermore,on June 22,2021,the U.S.Senate passed the AcceleratingHolding Foreign Companies Accountable Act(the“AHFCAA”),which wassigned into law on December29,2022,amending the HFCAA and requiring theSEC to prohibit an issuers securities from trading on any U.S.stockexchanges if its auditor is not subject to PCAOB inspections for twoconsecutive instead of three consecutive years,shortening the timelinefor the application of the HPCAAs delisting and trading prohibition fromthreeyears to two,and thus,would reduce the time before securities maybe prohibited from trading or delisted.On September22,2021,the PCAOBadopted a final rule implementing the HFCAA,which provides a Table of Contentsframework for the PCAOB to use when determining,as contemplated under theHFCAA,whether the PCAOB is unable to inspect or investigate completelyregistered public accounting firms located in a foreign jurisdictionbecause of a position taken by one or more authorities in thatjurisdiction.Pursuant to the HFCAA,the PCAOB issued a determination report onDecember 16,2021 which found the PCAOB was unable to inspect orinvestigate completely registered public accounting firms headquartered in:(1)mainland China of the PRC;and(2)HongKong,a SpecialAdministrative Region of the PRC,which determinations were vacated onDecember 15,2022.In addition,the PCAOBs report identified thespecific registered public accounting firms which were subject to thesedeterminations,which determinations were vacated on December 15,2022.Our current registered public accounting firm,Wei,Wei&Co.,LLP,whichaudited our financial statements for the fiscalyears ended December31,2023 and 2022,is headquartered in NewYork,NewYork in the U.S.and isnot headquartered in mainland China or HongKong and wasnotidentifiedin the PCAOBs report on December 16,2021 as a firm subject to thePCAOBs determinations,which determinations were vacated on December15,2022.Notwithstanding the foregoing,if the PCAOB is not able to fullyconduct inspections of our auditors work papers in China,investors maybe deprived of the benefits of such inspection which could result inlimitation or restriction of our access to the U.S.capital markets andtrading of our securities may be prohibited under the HFCAA.In addition,on August 26,2022,the PCAOB signed a Statement of Protocol,or SOP,Agreement with the CSRC and Chinas Ministry of Finance.The SOP,togetherwith two protocol agreements governing inspections and investigation,establishes a specific,accountable framework to make possible completeinspections and investigations by the PCAOB of audit firms based in Chinaand Hong Kong,as required under U.S.law.On December 15,2022,thePCAOB announced it was able to secure complete access to inspect andinvestigate PCAOB-registered public accounting firms headquartered inmainland China and Hong Kong completely in 2022.The PCAOB vacated itsprevious 2021 determinations that it was unable to inspect or investigatecompletely registered public accounting firms headquartered in mainlandChina and HongKong.However,whether the PCAOB will continue to be ableto satisfactorily conduct inspections of PCAOB-registered public accountingfirms headquartered in mainland China and Hong Kong is subject touncertainty and depends on a number of factors out of our,and ourauditors,control.The PCAOB is continuing to demand complete access inmainland China and HongKong moving forward and is already making plans toresume regular inspections in early 2023 and beyond,as well as continuingto pursue ongoing investigations and initiate new investigations as needed.The PCAOB has indicated it will act immediately to consider the need toissue new determinations with the HFCAA if needed.If the PCAOB in thefuture again determines it is unable to inspect and investigate completelyauditors in mainland China and Hong Kong,then the companies audited bythose auditors would be subject to a trading prohibition on U.S.marketspursuant to the HFCAA.See“Risk FactorsThe recent joint statementby the SEC and PCAOB,proposed rule changes submitted by Nasdaq,and theHFCAA all call for additional and more stringent criteria to be applied toemerging market companies upon assessing the qualification of theirauditors,especially the non-U.S.auditors who are not inspected by thePCAOB.These developments could add uncertainties to our Offering.”We do not use VIEs in our corporate structure.We,through our indirectlywholly-owned Operating Subsidiary,Rise Smart Holdings Limited,are engagedin providing overseas studies consultancy services in HongKong.As of the current date,none of our companies has distributed any cashdividends or made any cash distributions.There are no restrictions for thetransfer or distribution of cash between the companies.During the normalcourses of our business,cash may be transferred between our companies viawire transfer to and from bank accounts to pay certain business expenses,as loans or capital contribution.Since Rise Smart Group Holdings Limited(“RSGHL”)was recently incorporated,there has not been,to date,anytransfers,dividends,or distributions between the holding company,RSGHLand its subsidiaries or to its investors.Rise Smart(HK)Limited and ourOperating Subsidiary are permitted under the relevant laws of BritishVirgin Islands and Hong Kong,respectively,to provide funding throughdividend distribution without restrictions on the amount of the funds.There are no restrictions on dividends transfers from Hong Kong to theCayman Islands and to U.S.investors.As of the date of this prospectus,we have not established any cash management policies that dictate how fundsare transferred among RSGHL,Rise Smart(HK)Limited our subsidiaries andinvestors.However,in the future,funds or assets may not be available to fundoperations or for other use outside of HongKong,due to the imposition ofrestrictions and limitations on,our ability or on our subsidiariesability by the PRC government to transfer cash.Any limitation on theability of our subsidiary to make payments to us could have a materialadverse effect on our ability to conduct our business and might materiallydecrease the value of our Ordinary Shares or cause them to be worthless.Table of ContentsPlease refer to“Prospectus SummaryTransfers of Cash to and from OurSubsidiaries”and the condensed consolidating schedule and theconsolidated financial statements on page 8 and“Risk Factors Risksrelated to our corporate structure We will in the future rely ondividends and other distributions on equity paid by the OperatingSubsidiary to fund any cash and financing requirements we may have,and anylimitation on the ability of the Operating Subsidiary to make payments tous could have a material adverse effect on our ability to conduct ourbusiness.In the future,funds or assets may not be available to fundoperations or for other use outside of Hong Kong,due to the imposition ofrestrictions and limitations on,our ability or our subsidiary by the PRCgovernment to transfer cash”on page 17 for further information.Per Share Total(4)Public offering price(1)$5.00$6,250,000Underwriter discount(2)$0.35$437,500Proceeds to us,before expenses(3)$4.65$5,812,500_(1)Initial public offering price per share is assumed as US$5 per share,which is the midpoint ofthe range set forth on the cover page of this prospectus(2)We agreed to pay Revere Securities,LLC,the representative of the underwriters(the“Representative”),a discount of 7.0%of the gross proceeds of the offering.We have agreedto sell to the Representative of the underwriters,for nominal consideration on the applicableclosing date of this offering,warrants(the“Representatives Warrants”)in an amountequal to 5.0%of the aggregate number of Ordinary Shares sold by us in this offering.We havealso granted the Underwriters a 1%non-accountable expense allowance and agreed to reimbursecertain out of pocket expenses.For a description of other terms of the RepresentativesWarrants and a description of the other compensation to be received by the underwriters,see“Underwriting”beginning on page 122.(3)The total Representative expenses related to this offering are set forth in the sectionentitled“Underwriting.”(4)Assumes that underwriters do not exercise any portion of its over-allotment option.We expect our total cash expenses for this offering(including cash expenses payableto our underwriters for their out-of-pocket expenses)to be approximately$1,725,732,exclusive of the above commissions.In addition,we will pay additional items ofvalue in connection of this offering that are viewed by the Financial IndustryRegulatory,or FINRA,as underwriting compensation.These payments will furtherreduce proceeds available to us before expenses.See“Underwriting”.This offering(the“IPO”)is being conducted on a firm commitment basis.Theunderwriters are obligated to take and pay for all of the shares if any such sharesare taken.We agree to grant the underwriters an option for a period of 45daysafter the closing of this offering to purchase up to 15%of the total number of ourOrdinary Shares to be offered by us pursuant to this offering(excluding sharessubject to this option),solely for the purpose of covering overallotments,at theinitial public offering price less the underwriting discount.If the underwritersexercise the option in full,the total underwriting discounts and commissions payablewill be$503,125 and the total proceeds to us,after underwriting discounts andcommissions but before offering expenses,will be approximately$6,684,375.If wecomplete this offering,net proceeds will be delivered to our company on the closingdate.Neither the U.S.SEC nor any state securities commission nor any otherregulatory body has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete.Any representationto the contrary is a criminal offense.REVERE SECURITIES LLC PACIFIC CENTURY SECURITIES,LLCThe date of this prospectus is _,2024.Table of ContentsTABLE OF CONTENTS PageABOUT THIS PROSPECTUS iiCOMMONLY USED DEFINED TERMS iiiEXCHANGE RATE INFORMATION ivCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS vPROSPECTUS SUMMARY 1THE OFFERING 13RISK FACTORS 17INDUSTRY DATA AND FORECAST 44USE OF PROCEEDS 52DIVIDEND POLICY 54CAPITALIZATION 55DILUTION 56MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 57BUSINESS 64REGULATIONS 79MANAGEMENT 84EXECUTIVE COMPENSATION 89RELATED PARTY TRANSACTIONS 90PRINCIPAL SHAREHOLDERS 91DESCRIPTION OF ORDINARY SHARES 93SHARES ELIGIBLE FOR FUTURE SALE 112TAXATION 113ENFORCEMENT OF CIVIL LIABILITIES 120UNDERWRITING 122EXPENSES RELATING TO THIS OFFERING 132LEGAL MATTERS 133EXPERTS 133INTERESTS OF NAMED EXPERTS AND COUNSEL 133DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION 133WHERE YOU CAN FIND ADDITIONAL INFORMATION 134INDEX TO FINANCIAL STATEMENTS F-1PART II.INFORMATION NOT REQUIRED IN PROSPECTUS II-1iTable of ContentsABOUT THIS PROSPECTUSWe and the underwriters have not authorized anyone to provide you with informationdifferent from that contained in this prospectus or in any free-writing prospectusesprepared by us or on our behalf or to which we have referred you.We and theunderwriters take no responsibility for,and can provide no assurance as to thereliability of,any other information that others may give you.We are offering tosell,and seeking offers to buy,the Ordinary Shares offered hereby,but only undercircumstances and in jurisdictions where offers and sales are permitted and lawful todo so.The information contained in this prospectus is current only as of the date ofthis prospectus,regardless of the time of delivery of this prospectus or of any saleof the ordinary shares.Our business,financial condition,results of operations andprospects may have changed since that date.For investors outside the U.S.:Neither we,nor the underwriters have taken anyaction that would permit a public offering of the Ordinary Shares outside the U.S.orpermit the possession or distribution of this prospectus or any related free writingprospectus outside the U.S.Persons outside the U.S.who come into possession ofthis prospectus or any related free writing prospectus must inform themselves about,and observe any restrictions relating to,the offering of the Ordinary Shares and thedistribution of the prospectus outside the U.S.We obtained the statistical data,market data and other industry data and forecastsdescribed in this prospectus from market research,publicly available information andindustry publications,including from Frost&Sullivan,an independent marketresearch and consulting firm with respect to information on the Overseas StudiesConsultancy Services industry in HongKong.While we believe that the statisticaldata,industry data and forecasts and market research are reliable,we have notindependently verified the data.We are incorporated as an exempted company with limited liability under the CompaniesAct(Revised)of the Cayman Islands and a majority of our outstanding securities areowned by non-U.S.residents.Under the rules of the SEC,we currently qualify fortreatment as a“foreign private issuer.”As a foreign private issuer,we will not berequired to file periodic reports and financial statements with the SEC as frequentlyor as promptly as U.S.domestic registrants whose securities are registered underthe Securities ExchangeActof1934.iiTable of ContentsCOMMONLY USED DEFINED TERMSUnless otherwise indicated or the context requires otherwise,references in thisprospectus to:“Amended Memorandum and Articles”refers to our memorandum and articles ofassociation to be in effect upon completion of this Offering;“BNO”refers to British National(Overseas)passport,a British passportfor persons with British National(Overseas)citizenship“China”or the“PRC”refers to the Peoples Republic of China;“Companies Act”refers to the Companies Act(as revised)of the CaymanIslands,as amended,supplemented or otherwise modified from time to time;“Frost&Sullivan”refers to Frost&Sullivan Limited,an independentmarket research agency,which is an independent third party;“Government”refers to the government of HongKong;“HongKong”refers to HongKong Special Administrative Region,PeoplesRepublic of China;“Offering”refers to the initial public offering of Rise Smart GroupHoldings Limited;“Operating Subsidiary”refers to Rise Smart HongKong;“our Group”or“the Group”refers to Rise Smart Group Holdings Limitedand its subsidiaries;“PRC Counsel”refers to China Commercial Law Firm;“Rise Smart Hong Kong”refers to Rise Smart Holdings Limited,oursubsidiary incorporated in HongKong“Rise Smart UK”refers to Rise Smart Holdings Limited,our subsidiaryincorporated in the UK“SEC”refers to the U.S.Securities and Exchange Commission;“shares”,“Share”or“Ordinary Shares”refers to the ordinary shares ofRise Smart Group Holdings Limited,with par value of$0.000625 each;“we”,“us”,“our Company”,“our”or“the Company”refers to RiseSmart Group Holdings Limited,an exempted company with limited liabilityincorporated under the laws of the Cayman Islands,and in the context ofdescribing its operation and business,its subsidiaries;“H.K.dollar”,“H.K.dollars”,or“HK$”refers to the legal currency ofHongKong;“UK”refers to the United Kingdom of Great Britain and Northern Ireland“U.S.dollar”,“U.S.dollars”,“dollars”,“USD”,“US$”or“$”refers to the legal currency of the UnitedStates.Our business is conducted by our indirectly wholly-owned Operating Subsidiary inHongKong,using H.K.dollars,the currency of HongKong.Our audited consolidatedfinancial statements(“CFS”)are presented in U.S.dollars.In this prospectus,werefer to assets,obligations,commitments,and liabilities in our audited CFS inU.S.dollars.These dollar references are based on the exchange rate of H.K.dollarsto U.S.dollars,determined as of a specific date or for a specific period.Changesin the exchange rate will affect the amount of our obligations and the value of ourassets in terms of U.S.dollars which may result in an increase or decrease in theamount of our obligations(expressed in dollars)and the value of our assets,including accounts receivable(expressed in dollars).iiiTable of ContentsEXCHANGE RATE INFORMATIONThe Companys principal country of operations is HongKong.The financial positionand results of its operations are determined using HongKong Dollars(“HK$”),thelocal currency,as the functional currency.The Companys CFS are reported using theU.S.Dollars(“US$”or“$”).The following table outlines the currency exchangerates that were used in preparing the registration statement:YearEndedDecember31,2023 Year EndedDecember31,2022Year-end spot rate US$1=HK$7.81 US$1=HK$7.81Average rate US$1=HK$7.83 US$1=HK$7.83ivTable of ContentsCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSThis prospectus contains forward-looking statements that involve risks anduncertainties,such as statements related to future events,business strategy,futureperformance,future operations,backlog,financial position,estimated revenues andlosses,projected costs,prospects,plans and objectives of management.Allstatements other than statements of historical fact may be forward-lookingstatements.Forward-looking statements are often,but not always,identified by theuse of words such as“aim”,“anticipate”,“believe”,“estimate”,“expect”,“going forward”,“intend”,“may”,“plan”,“potential”,“predict”,“propose”,“seek”,“should”,“will”,“would”and similar expressions or theirnegative.Forward-looking statements should not be read as a guarantee of futureperformance or results,and will not necessarily be accurate indications of the timesat,or by,which such performance or results will be achieved.Forward-lookingstatements are based on managements belief,based on currently availableinformation,as to the outcome and timing of future events.These statements involveestimates,assumptions,known and unknown risks,uncertainties and other factors thatmay cause actual results or events to differ materially from those expressed in suchforward-looking statements.When evaluating forward-looking statements,you shouldconsider the risk factors and other cautionary statements described in the sectiontitled“Risk Factors.”We believe the expectations reflected in the forward-lookingstatements contained in this prospectus are reasonable,but no assurance can be giventhat these expectations will prove to be correct.Forward-looking statements shouldnot be unduly relied upon.Important factors that could cause actual results or events to differ materially fromthose expressed in forward-looking statements include,but are not limited to:our business and operating strategies and plans of operation;the amount and nature of,and potential for,future development of ourbusiness;our Companys dividend distribution plans;the regulatory environment as well as the general industry outlook for theindustry in which we operate;future developments in the industry in which we operate;andthe trend of the economy of HongKong and the world in general.These factors are not necessarily all of the important factors that could causeactual results or events to differ materially from those expressed in forward-lookingstatements.Other unknown or unpredictable factors could also cause actual results orevents to differ materially from those expressed in the forward-looking statements.Our future results will depend upon various other risks and uncertainties,includingthose described in the section titled“Risk Factors.”All forward-looking statementsattributable to us are qualified in their entirety by this cautionary statement.Forward-looking statements speak only as of the date hereof.We undertake noobligation to update or revise any forward-looking statements after the date on whichany such statement is made,whether as a result of new information,future events orotherwise.vTable of ContentsPROSPECTUS SUMMARYThis summary highlights information contained in greater detailselsewhere in this prospectus.This summary is not complete and does notcontain all of the information you should consider in making yourinvestment decision.You should read the entire prospectus carefullybefore making an investment in our Ordinary Shares.You should carefullyconsider,among other things,our consolidated financial statements andthe related notes and the sections titled“Risk Factors”and“Managements Discussion and Analysis of Financial Condition andResults of Operations”included elsewhere in this prospectus.This prospectus contains information from a report commissioned by us andprepared by Frost&Sullivan,an independent market research firm,toprovide information on the overseas studies consultancy service industryin HongKong.Our MissionOur mission is to become the leading overseas studies consultancy service providerin Hong Kong.We strive to provide one-stop services to cater to studentsoverseas studies needs.OverviewWe are an exempted company incorporated under the laws of the Cayman Islands onJune14,2023.As a holding company with no material operations of our own,weconduct our business through our wholly-owned HongKong Operating Subsidiary,RiseSmart Holdings Limited,founded on January9,2006.We mainly provide services tolocal students who are seeking secondary education and higher education studies inthe United Kingdom(“UK”),Australia,Canada,and New Zealand.According toFrost&Sullivan,we are an established overseas studies consultancy servicesprovider with,a market share of approximately 11.8%in terms of revenue in 2022.Through the continued efforts of our management,our total revenue increased fromUS$0.7 million for the year ended December31,2021 to US$1.7 million for the yearended December 31,2022.We principally provide overseas studies consultancyservices to students in HongKong.We also provide other value-added services suchas(i)tutoring services to students by cooperating with tutoring agencies toprovide online tutoring services to students;and(ii)visa consultation servicesto facilitate customers development in the UK,Canada,and Australia.Our ValuesAt our Company,we stand by our core values,which are essential to our success.Webelieve these values not only guide our business and define our brand,but alsodeliver real financial and operational benefits for us and our customers.Our core values include:Conducting our business with fairness and integrity;Maintaining a high level of expertise in providing overseas studiesconsultancy service;Listening and responding to our customers needs;andProviding one-stop service to address our customers overseas studiesneeds.Competitive StrengthsWe believe that the following strengths have contributed to our success and aredifferentiating factors that set us apart from our peers.Established track record:In our operating history of more than15 years,we have focused on providing overseas studies consultancyservices and built up our expertise and track record in overseas studiesconsultancy.We devoted substantial efforts to expanding our network ofoverseas education providers.We take pride in our network in successfullyplacing students with the overseas education providers.Through ourquality of service and continued marketing efforts,we believe we haveestablished our reputation as a reliable overseas studies consultancyservices provider in HongKong.1Table of ContentsOne-stop service to cater to students overseas studiesneed:We provide a one-stop service to cater to students overseasstudies needs by offering a wide range of services to students before andafter their placement to overseas education providers.In 2018,weexpanded our service offerings to provide value-added services such astutoring and visa consultation to students.We believe that by providing aone-stop service to the students we can ensure their satisfaction andeliminate the hassle of looking for other service providers.Established network of subagents:Since 2018,we have beenestablishing business relationships with subagents,which include overseasstudies consultancy service providers and individuals,who refer studentsseeking overseas studies with overseas education providers who we have abusiness relationship with.Since 2021,we have been actively cooperatingwith subagents to enhance our market presence among students.We believehaving a wide network of subagents allow us to reduce reliance on word ofmouth referrals from students and parents,while enabling us to broadenthe base of potential students whom we can serve and ensure a stablerevenue stream.Experienced and dedicated management and educationconsultants:Our management team has extensive knowledge andexperience in providing overseas studies consultancy services inHongKong.Mr.Kin Cho Li,our Chief Executive Officer and Chairman,hasapproximately 15years of experience in the overseas studies consultancyservice industry.We believe our management and our education consultantsunderstand the needs of students and their parents well to offer themsuitable study programs,assist them with their applications,and offerthem value-added services to cater to their individual needs.Our Growth StrategiesOur principal growth strategies are to further strengthen our market position,increase our market share and capture the growth in the HongKong overseas studiesconsultancy service industry.We intend to achieve our business objectives byexpanding our scale of operation through our intended effort in actively seekingopportunities in expanding our market presence and expanding our customer base.Toachieve these goals,we plan to implement the following strategies:Enhance our service capabilities by pursuing appropriatestrategic acquisition opportunities:We believe that suitableacquisition opportunities will strengthen our one-stop service to cater tostudents overseas studies needs.We plan to enhance our servicecapabilities by acquiring a majority stake in one or two educationservices providers in HongKong or overseas that could(i)expand ournetwork of overseas education providers directly or indirectly;(ii)expand our reach to students;and(iii)offer services that areunique and beneficial to students and could complement our existingservice offerings.Maintain stable relationships with our existing network ofoverseas education providers and expanding our customerbase:We intend to arrange site visit to existing network andpotential overseas education providers to continue providing a broad rangeof quality choices to prospective students and their parents to consider,thereby increasing our chances in successful placements.We also intend toleverage our existing wide network of overseas education providers todevelop our connections with subagents to expand our reach to potentialstudents.Further,we are constantly expanding our portfolio of servicesto provide a one-stop service to our students and to ensure that theiroverseas studies needs are addressed.Establish our service presence in the North Americamarket:Leveraging our established track record and our reliablerelationships with North American education service providers,we believewe will be able to tap into the huge potential of providing students withthe opportunities to study in North America.We plan to expand ourpresence in North America by setting up regional offices at major citiesin Canada and/or the U.S.We plan to selectively pursue mergers andacquisitions,investments,and corporations with local companies to deepenour connection with local education service providers.We will alsoexplore the possibility of forming strategic partnerships with otheroverseas education consultancy service providers in Hong Kong with astrong establishment in North America to expand our service coverage inNorth America in a swift and effective manner.Expand our information technology system and technicalcapabilities:We plan to invest in our technological platform byupgrading the function and capabilities of our existing informationtechnology system by(i)investing in the use of artificial intelligencein the recommendation of overseas education providers to students in theapplication process;and(ii)improving our existing data relatedtechnology2Table of Contentsin relation to student relationship management and commission management.Such improvements will increase the likelihood of our successful placementand enable our management to closely monitor and manage each studentscase to provide the best possible services to them.Threats and ChallengesAccording to Frost&Sullivan,we face the following threats and challenges:Political and economic instability:Overseas studiesconsultancy services is the industry that leverages geographical barriersto create economic benefits.The market is particularly susceptible to thechange in political and economic environmental between countries;thisincludes currency changes,diplomatic approach by each governors as wellas societal activities in different regions.Also,unlike retail serviceindustry where customer consumption can be more easily aroused byincreased advertisement or a change in product package and offerings;overseas study is a rather high-value product and consumers economicpower is a critical factor to consumption behavior.Fierce industry competition:There is intensifying competitionfrom both established players and new entrants in HongKongs overseasstudy consultancy industry.Existing players have been aggressively tryingto gain market share through price competition,marketing andmergers/acquisitions,which puts downward pressure on prices,margins andmarket dominance.Staying ahead requires hefty investments in areas likemarketing,technology,and acquiring and retaining talent.Emerging destinations:Previously,the UK and Australia wereamong the top choices for HongKong students seeking overseas educationdue to factors such as cultural familiarity,global reputation and post-study work opportunities.In recentyears,Canada has become a popularstudy destination due to its favorable post-graduation work andimmigration policies for international students.Asia destinations arealso an increasing trend.Singapore and Vietnam have high-quality yetaffordable universities,as well as lower costs of living.Their proximityto HongKong in terms of culture and travel reduces worries for studentsand parents regarding adjustment and safety.Overall,popular studydestinations for HongKong students have diverged in recentyears.Diversification of consulting service scope:With a view toseizing greater market opportunities,industry players are expanding theirservice offerings both vertically and horizontally.For instance,someconsultancies are now targeting younger students seeking overseas highschool,diploma and postgraduate course,with an aim to building long-termrelationships with students from an earlier stage which opens upopportunities for cross-selling and upselling services over their entireeducation journey.Some consultancies offer post-educational service suchas offering vocational education and skills training courses abroad,aswell as internship and work placement services while students areundergoing the education program.Leveraging connections withmultinational companies,organizations and alumni abroad,theseconsultancies open up career opportunities that enhance the appeal ofstudy opportunities in those destinations.Accordingly,with competitionintensifying in this industry,targeted and strategic diversificationbalanced with sustaining core strengths will be the key trend for serviceproviders.Market and CompetitionAccording to Frost&Sullivan,the gross value of overseas education consultancyservices market in Hong Kong increased from approximately HK$82.1 million(US$10.5 million)in 2018 to HK$113.5 million(US$14.6 million)in 2022,aCompound Annual Growth Rate(“CAGR”)of 8.4%.Driven by(i)the growing economicstatus spurring willingness to pursue abroad education,as the per capita GNI inHongKong increased from HK$398,551 in 2018 to HK$410,772 in 2022.As economiesprosper and more families attain middleclass status,they gain both motivation andfinancial means to pursue a foreign education;(ii)complicated applicationprocedure and evolving requirements encourage students to consult consultancies tonavigate the application process;(iii)growing sub-sectors in the overseas studyconsultancy services market from undergraduate programs to high schools,boardingschools and a wider range of programs;and(iv)the desire for students to look fordiversified choices and a broad range of options in terms of destinations,programsand types of institutions encourage students to look for consultancies forguidance,we expect the demand of overseas education consultancy services willfurther increase.As such,we believe we should enhance our service capabilities,expand our customer base,establish our service presence in the North Americamarket and expand our information technology system to enhance our competitivenessand capture the potential3Table of Contentsopportunities in the growing overseas education consultancy services market inHongKong.The gross value of overseas consultancy services market in HongKong isexpected to increase from HK$113.5 million(US$14.6 million)in 2022 toHK$153.7million(US$19.7million)in 2027,a CAGR of 6.4%.Significant Risk FactorsRisks Related to Our Corporate StructureWe will in the future rely on dividends and other distributions on equitypaid by the Operating Subsidiary to fund any cash and financingrequirements we may have,and any limitation on the ability of theOperating Subsidiary to make payments to us could have a material adverseeffect on our ability to conduct our business.In the future,funds orassets may not be available to fund operations or for other use outside ofHongKong,due to the imposition of restrictions and limitations on,ourability or our subsidiary by the PRC government to transfer cash(see page17 of this prospectus).In 2023,the PRC government initiated a series of regulatory actions andstatements to regulate business operations in certain areas in mainlandChina,including cracking down on illegal activities in the securitiesmarket,enhancing supervision over mainland China-based companies listedoverseas using the variable interest entity structure,adopting newmeasures to extend the scope of cybersecurity reviews,and expanding theefforts in anti-monopoly enforcement.In the future,we may be subject toPRC laws and regulations related to the current business operations of ourOperating Subsidiary and any changes in such laws and regulations andinterpretations may impair its ability to operate profitably,which couldresult in a material negative impact on its operations and/or the value ofour Ordinary Shares(see page 18 of this prospectus).We may become subject to a variety of PRC laws and other obligationsregarding M&A Rules,the Trial Measures and data security,and any failureto comply with applicable laws and obligations could have a material andadverse effect on our business,financial condition and results ofoperations(see pages 1821 of this prospectus).Substantially all of our Operating Subsidiarys operations are conductedin HongKong.However,due to the long arm provisions under the currentPRC laws and regulations,the Chinese government may exercise oversightand discretion over the conduct of such business and may influence suchoperations at any time,which could result in a material change in theoperations of the operating subsidiary and/or the value of our OrdinaryShares.The PRC government may also impose restrictions on our ability totransfer money out of HongKong to distribute earnings and pay dividendsor to reinvest in our business outside of Hong Kong.Changes in thepolicies,regulations,rules,and the enforcement of laws of the Chinesegovernment may also occur quickly and our assertions and beliefs of therisk imposed by the PRC legal and regulatory system cannot be certain.There are uncertainties regarding the enforcement of PRC laws,and rulesand regulations in China can change quickly with little advance notice.The Chinese government may intervene or influence our operations at anytime,or may exert more control over offerings conducted overseas and/orforeign investment in China-based issuers,which could result in amaterial change in our operations and/or the value of the securities weare registering for sale(see pages 2122 of this prospectus).If the Chinese government chooses to extend oversight and control overofferings that are conducted overseas and/or foreign investment inmainland China-based issuers to HongKong-based issuers,such action maysignificantly limit or completely hinder our ability to offer or continueto offer Ordinary Shares to investors and cause the value of our OrdinaryShares to significantly decline or be worthless(see page 22 of thisprospectus).Risks Related to Our Business and IndustryWe cannot guarantee if we can maintain the number of students we havesuccessfully placed in the past and any reduction in future placements mayaffect our financial condition and impact our relationship with overseaseducation providers(see page 22 of this prospectus).The sustainability of our business depends on the market awareness of ourbrand and therefore if we are not able to maintain our brand or if ourbrand is otherwise tarnished,our business,financial condition andresults of operations may be materially and adversely affected.4Table of ContentsA majority of our revenue was derived from overseas education providers inthe UK and Australia and any material change in the landscape for studyingin the UK and Australia may materially and adversely affect our businessand financial performance(see page 23 of this prospectus).Changes in the foreign exchange rate for foreign currencies against ourfunctional currency may materially and adversely affect our operatingperformance as well as our financial position(see page 23 of thisprospectus).If we fail to maintain and expand our network of overseas educationproviders and sub-agents,our business,financial condition and prospectsmay be materially and adversely affected(see pages 23 24 of thisprospectus).If our existing agency agreements entered with the overseas educationproviders are terminated or not extended or we otherwise cannot maintain apositive relationship with existing overseas education providers in ournetwork,our business,financial position,results of operations andprospects will be materially and adversely affected(see page 24 of thisprospectus).If we cannot maintain a positive relationship with our subagents andtutoring agencies,our business,financial potion,results of operationsand prospects will be materially and adversely affected(see page24 ofthis prospectus).We rely on our three education consultants in providing consultancyservices to prospective students and if we fail to recruit and retainsuitable education consultants on commercially acceptable terms,ouroperations,reputation and financial condition may be materially andadversely affected(see pages2425 of this prospectus).Loss of key management for our operations may materially affect ouroperations(see page 25 of this prospectus).Our operating results are affected by seasonality particularly withreference to the academic term in the UK(see page 25 of this prospectus).Significant delays or failures in payment by our customers may affect ourworking capital and cash flows(see page 25 of this prospectus).We may not be able to implement our business plans effectively to achievefuture growth(see pages2526 of this prospectus).Disruptions or unauthorized access to our computer systems may materiallyand adversely affect our operations and reputation(see page 26 of thisprospectus).Our Groups business and reputation may be affected by litigation claimsand our insurance may be insufficient to cover all such claims(see page26 of this prospectus).Any deterioration in the outbreak of COVID-19 may adversely affect ouroperation and financial condition(see page 26 of this prospectus).Certain data and information in this prospectus were obtained from third-party sources and were not independently verified by us(see page 27 ofthis prospectus).Our lack of effective internal controls over financial reporting(“ICFR”)may affect our ability to accurately report our financialresults or prevent fraud which may affect the market for and price of ourOrdinary Shares(see pages 2728 of this prospectus).We are a holding company whose principal source of operating cash is theincome received from our Operating Subsidiary(see page 28 of thisprospectus).Our significant shareholder has considerable influence over our corporatematters(see page 28 of this prospectus).5Table of ContentsOur significant shareholder may have potential conflicts of interest withus,which may materially and adversely affect our business and financialcondition(see page 28 of this prospectus).Events such as epidemics,natural disasters,adverse weather conditions,political unrest and terrorist attacks could significantly delay,or evenprevent us from completing,our projects(see page 29 of this prospectus).Risks Related to Doing Business in HongKongHongKongs legal system is evolving and has inherent uncertainties thatcould limit the legal protection available to you(see page 29 of thisprospectus).The enactment of Law of the PRC on Safeguarding National Security in theHong Kong Special Administrative Region(the“Hong Kong NationalSecurity Law”)could impact our Operating Subsidiary in HongKong(seepages 2930 of this prospectus).Nasdaq may apply additional and more stringent criteria for our continuedlisting(see page 30 of this prospectus).If we fail to meet applicable listing requirements,Nasdaq may not approveour listing application,or may delist our Ordinary Shares from trading,in which case the liquidity and market price of our Ordinary Shares coulddecline(see page 30 of this prospectus).The recent joint statement by the SEC and PCAOB,proposed rule changessubmitted by Nasdaq,and the HFCAA all call for additional and morestringent criteria to be applied to emerging market companies uponassessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.These developmentscould add uncertainties to our Offering(see pages 31 32 of thisprospectus).Risks Related to Our Initial Public Offering And Ownership of OurOrdinary SharesWe will incur additional costs as a result of becoming a public company,which could negatively impact our net income and liquidity(see pages3233 of this prospectus).Our management team has limited experience managing a public company(seepage 33 of this prospectus).The obligation to disclose information publicly may put us at adisadvantage to competitors that are private companies(see page 33 ofthis prospectus).We are a“foreign private issuer,”and our disclosure obligations differfrom those of U.S.domestic reporting companies.As a result,we may notprovide you the same information as U.S.domestic reporting companies orwe may provide information at different times,which may make it moredifficult for you to evaluate our performance and prospects(see pages3334 of this prospectus).We are an“emerging growth company,”and we cannot be certain if thereduced reporting requirements applicable to emerging growth companieswill make our Ordinary Shares less attractive to investors(see page 34 ofthis prospectus).We are a“controlled company”defined under the Nasdaq Stock MarketRules.Although we do not intend to rely on the“controlled company”exemption under the Nasdaq listing rules,we could elect to rely on thisexemption in the future and you will not have the same protection affordedto shareholders of companies that are subject to these corporategovernance requirements(see pages 3435 of this prospectus).Future sales,or the perception of future sales,by us or our shareholderin the public market following this Offering could cause the market pricefor our Ordinary Shares to decline(see page 35 of this prospectus).The requirements of being a public company may strain our resources anddivert managements attention(see pages 3536 of this prospectus).6Table of ContentsThe market price of our Ordinary Shares may be volatile or may declineregardless of our operating performance,and you may not be able to resellyour shares at or above the IPO price(see page 36 of this prospectus).We may experience extreme stock price volatility unrelated to our actualor expected operating performance,financial condition or prospects,making it difficult for prospective investors to assess the rapidlychanging value of our Ordinary Shares(see pages 36 37 of thisprospectus).Future issuances or sales,or perceived issuances or sales,of substantialamounts of Ordinary Shares in the public market could materially andadversely affect the prevailing market price of the Ordinary Shares andour ability to raise capital in the future(see page 37 of thisprospectus).We have broad discretion in the use of the net proceeds from our IPO andmay not use them effectively(see page 37 of this prospectus).Future financing may cause a dilution in your shareholding or placerestrictions on our operations(see pages 3738 of this prospectus).There may not be an active,liquid trading market for our Ordinary Shares,and we do not know if a more liquid market for our Ordinary Shares willdevelop to provide you with adequate liquidity(see page 38 of thisprospectus).We may lose our foreign private issuer status in the future,which couldresult in significant additional costs and expenses(see page 38 of thisprospectus).You will experience immediate and substantial dilution(see page 38 ofthis prospectus).Our ICFR may not be effective and our independent registered publicaccounting firm may not be able to certify as to their effectiveness,which could have a significant and adverse effect on our business andreputation(see page 39 of this prospectus).You may experience difficulties in effecting service of legal process,enforcing foreign judgments or bringing original actions in the CaymanIslands or HongKong based on U.S.or other foreign laws against us,ourmanagement or the experts named in the prospectus(see page 39 of thisprospectus).You may face difficulties in protecting your interests,and your abilityto protect your rights through U.S.courts may be limited,because we areincorporated under Cayman Islands law(see page 40 of this prospectus).It may be difficult to enforce a judgment of U.S.courts for civilliabilities under U.S.federal securities laws against us,our directorsor officers in the Cayman Islands and HongKong(see pages 4041 ofthis prospectus).We employ a mail forwarding service,which may delay or disrupt ourability to receive mail in a timely manner(see page 41 of thisprospectus).We could become a passive foreign investment company,or PFIC,for U.S.federal income tax purposes for any taxable year,which could subject U.S.investors in our shares to significant adverse U.S.income taxconsequences(see pages 4142 of this prospectus).We do not expect to pay dividends in the foreseeable future after thisOffering.You must rely on price appreciation of the Ordinary Shares forreturn on your investment(see page 42 of this prospectus).New climate-related disclosure obligations in proposed SEC rule amendmentscould have uncertain impacts on our business,impose additional reportingobligations on us,and increase our costs(see page 42 of thisprospectus).We are subject to changing law and regulations regarding regulatorymatters,corporate governance and public disclosure that have increasedboth our costs and the risk of non-compliance(see page 43 of thisprospectus).7Table of ContentsList of Approvals or PermitsIn the opinion of our HongKong counsel,David Fong&Co.,we and our subsidiarieshave received all requisite permissions or approvals and no permissions orapprovals have been denied.Rise Smart Holdings Limited,our Hong Kong subsidiary,has obtained the required Business Registration Certificate from the relevantauthority in Hong Kong to operate its business.As confirmed by our PRC Counsel,China Commercial Law Firm,based on itsunderstanding of the PRC laws and regulations currently in effect,as of the dateof this prospectus,neither we nor our Operating Subsidiary,is subject to the M&ARules,the Trial Measures,the Measures or the regulations or policies that havebeen issued by the CSRC or the CAC as of the date of this prospectus,nor are wecurrently covered by permission requirements from the CSRC,the CAC or any otherPRC governmental agency that is required to approve our listing on theU.S.exchanges and offering securities.Hence,based on the foregoing,since we arenot subject to the regulations or policies issued by the CAC to date,we believethat we are currently not required to be compliant with such regulations andpolicies issued by the CAC as of the date of this prospectus.Further,as of thedate of this prospectus,neither we nor our Operating Subsidiary has ever appliedfor any such permission or approval,as we currently are not subject to the M&ARules or the regulations and policies issued by the CAC.We or our subsidiaries arenot covered by permission or approval requirements by any PRC governmental agencyrequired to approve us or our subsidiaries operations.No permissions or approvalsfrom any PRC governmental agency have been denied since our incorporation up to thedate of this prospectus.If we or our subsidiaries:(i)do not receive or maintain such permissions orapprovals,(ii)inadvertently conclude such permissions or approvals are notrequired,or(iii)applicable laws,regulations,or interpretations change and weand/or our subsidiaries are required to obtain such permissions or approvals,therelevant governmental authorities would have broad discretion in dealing with suchviolation,including levying fines,confiscating our and/or our subsidiariesincome,revoking our or our subsidiaries business licenses or operating licenses,discontinuing or placing restrictions or onerous conditions on our operations,requiring us to undergo a costly and disruptive restructuring,restricting orprohibiting our use of proceeds from our Offering to finance our or oursubsidiaries business and operations,and taking other regulatory or enforcementactions that could be harmful to our or our subsidiaries business.Any of theseactions could cause significant disruption to our or our subsidiaries businessoperations and severely damage our or our subsidiaries reputation,which would inturn materially and adversely affect our or our subsidiaries business,financialcondition and results of operations.Transfers of Cash to and from Our SubsidiariesOur business is conducted by the Operating Subsidiary,our indirectly wholly-ownedentity in Hong Kong.RSGHL,the Cayman Islands holding company will rely ondividends paid by its subsidiariesnamely Rise Smart(HK)Limited,our wholly-owned British Virgin Islands subsidiary and RSGHL,our wholly-owned Hong Kongsubsidiary,namely the Operating Subsidiary,for RSGHLs working capital and cashneeds,including the funds necessary to pay any dividends.RSGHL and Rise Smart(HK)Limited are Cayman Islands and British Virgin Islands holding companies,respectively.Only Rise Smart Holdings Limited,our Operating Subsidiary,operatesin HongKong.During the normal course of our business,cash may be transferred between ourcompanies via wire transfer to and from bank accounts to pay certain businessexpenses,as loans or capital contribution.Cash is maintained by our OperatingSubsidiary,in one HongKong Dollar bank account in HongKong.Rise Smart UK hasone Great Britain Pound account in the UK.We will apply to open HongKong Dollarsavings and current bank accounts and foreign currency savings and current bankaccounts in HongKong for RSGHL.Rise Smart(HK)Limited has no bank account.As of the date of this prospectus,there are no restrictions or limitation underthe laws of HongKong imposed on the conversion of HK$into foreign currencies andthe remittance of currencies out of Hong Kong or across borders and to U.Sinvestors.The PRC laws and regulations do not currently have any material impacton transfer of cash from RSGHL to our Operating Subsidiary nor our OperatingSubsidiary to RSGHL,our shareholders or U.S.investors.However,in the future,funds or assets may not be available to fund operations or for other use outside ofHongKong,due to the imposition of restrictions and limitations on,our ability oron our subsidiarys ability by the PRC government to transfer cash.Any limitationon the ability of our subsidiary to make payments to us could have a materialadverse effect on our ability to conduct our business and might materially decreasethe value of our Ordinary Shares or cause them to be worthless.Currently,all ofour operations are in HongKong through our Operating Subsidiary.We do not have orintend to set up any subsidiary or enter into any contractual arrangements toestablish a VIE,structure with8Table of Contentsany entity in mainland China.Since HongKong is a special administrative region ofthe PRC and the basic policies of the PRC regarding HongKong are reflected in theBasic Law of the HongKong Special Administrative Region of the PRC,or the BasicLaw,providing HongKong with a high degree of autonomy and executive,legislativeand independent judicial powers,including that of final adjudication under theprinciple of“one country,two systems”.The PRC laws and regulations do notcurrently have any material impact on transfer of cash from RSGHL to our OperatingSubsidiary or our Operating Subsidiary to RSGHL and the investors in theU.S.However,the Chinese government may,in the future,impose restrictions orlimitations on our ability to transfer money out of Hong Kong,to distributeearnings and pay dividends to and from the other entities within our organization,or to reinvest in our business outside of Hong Kong.Such restrictions andlimitations,if imposed in the future,may delay or hinder the expansion of ourbusiness to outside of HongKong and may affect our ability to receive funds fromour Operating Subsidiary in HongKong.The promulgation of new laws or regulations,or the new interpretation of existing laws and regulations,in each case,thatrestrict or otherwise unfavorably impact the ability or way we conduct ourbusiness,could require us to change certain aspects of our business to ensurecompliance,which could decrease demand for our services,reduce revenues,increasecosts,require us to obtain more licenses,permits,approvals or certificates,orsubject us to additional liabilities.To the extent any new or more stringentmeasures are required to be implemented,our business,financial condition andresults of operations could be adversely affected and such measured couldmaterially decrease the value of our Ordinary Shares,potentially rendering itworthless.Since RSGHL was recently incorporated,there has not been,to date,any transfers,dividends,or distributions between the holding company,RSGHL and its subsidiariesor to its investors.Rise Smart(HK)Limited and our Operating Subsidiary are permitted under therelevant laws of British Virgin Islands(“BVI”)and HongKong,respectively,toprovide funding through dividend distribution without restrictions on the amount ofthe funds.There are no restrictions on dividends transfers from HongKong to theCayman Islands and to U.S.investors.As of the date of this prospectus,we havenot established any cash management policies that dictate how funds are transferredamong RSGHL,Rise Smart(HK)Limited our subsidiaries and investors.Our Corporate StructureWe are a Cayman Islands company that wholly owns our BVI subsidiary,Rise Smart(HK)Limited,which in turn,wholly owns our HongKong Operating Subsidiary and ourUK subsidiary,Rise Smart UK.The following diagram illustrates our corporate structure as of the date of thisprospectus and on completion of the Offering.For further details on our corporatehistory,please refer to the section titled“Our Corporate History and Structure”appearing on page 77 of this prospectus.The following diagram illustrates our corporate structure prior to the Offering:9Table of ContentsThe following diagram illustrates our corporate structure after the Offering:_Notes:(1)Rise Smart Group Holdings Limited,a Cayman Islands company,is the holding company andregistrant.(2)Rise Smart(HK)Limited,a British Virgin Islands company,is the holding company of ourOperating Subsidiary and our UK subsidiary.(3)Rise Smart Holdings Limited,a HongKong company,is our Operating Subsidiary.(4)Rise Smart Holdings Limited,a UK company,is our UK subsidiary.Corporate InformationOur Company was incorporated in the Cayman Islands on June14,2023.Our registeredoffice in the Cayman Islands is located at Ogier Global(Cayman)Limited,89 NexusWay,Camana Bay,Grand Cayman,KY1-9009.One principal executive office is locatedat Room 903,Floor 9,Tower 1,Silvercord,30 Canton Road,Tsim Sha Tsui,Kowloon,HongKong and our phone number is 852 2980 2306.We maintain corporate websites athttp:/.hk/and http:/ourvisa.hk/.The information contained in,oraccessible from,our website or any other website does not constitute a part ofthis prospectus.Our agent for service of process in the U.S.is Cogency Global Inc.,located at 122East 42nd Street,18th Floor,NewYork,NY10168,with the telephone number 1(800)221-0102.Because we are incorporated under the laws of the Cayman Islands,you may encounterdifficulty protecting your interests as a shareholder,and your ability to protectyour rights through the U.S.federal court system may be limited.Please refer tothe sections entitled“Risk Factors”and“Enforcement of Civil Liabilities”formore information.Implications of Our Being an“Emerging Growth Company”We are an“emerging growth company,”as defined in the Jumpstart Our BusinessStartups Act(the“JOBS Act”),and we are eligible to take advantage of certainexemptions from various reporting and financial disclosure requirements that areapplicable to other public companies,that are not emerging growth companies,including,but not limited to,(1)presenting only twoyears of audited financialstatements and only twoyears of related managements discussion and analysis offinancial condition and results of operations in this prospectus,(2)not beingrequired to comply with the auditor attestation requirements of Section404 of theSarbanes-Oxley Actof2002(the“Sarbanes-Oxley Act”),(3)reduced disclosureobligations regarding executive compensation in our periodic reports and proxystatements,and(4)exemptions from the requirements of holding a non-bindingadvisory vote on executive compensation and shareholder approval of any goldenparachute payments not previously approved.We intend to take advantage of theseexemptions.As a result,investors may find investing in our Ordinary shares lessattractive.In addition,Section107 of the JOBS Act also provides that an emerging growthcompany can take advantage of the extended transition period provided inSection7(a)(2)(B)of the Securities Actof1933,as amended(the“SecuritiesAct”),for complying with new or revised accounting standards.As a result,anemerging growth company can delay the adoption of certain accounting standardsuntil those standards would otherwise apply to private companies.10Table of ContentsWe elected to take advantage of certain of the reduced disclosure obligations inthe registration statement of which this prospectus is a part and may elect to takeadvantage of other reduced reporting requirements in future filings.As a result,the information we provide to our shareholders may be different than you mightreceive from other public reporting companies in which you hold equity interests.We may take advantage of these provisions for up to fiveyears or such earlier timethat we are no longer an emerging growth company.We elected to avail ourselves of the extended transition period for implementingnew or revised financial accounting standards.We will remain an emerging growth company until the earliest of(i)the lastdayof the fiscal year during which we have total annual gross revenues of at leastUS$1.235 billion;(ii)the last day of our fiscal year following the fifthanniversary of the completion of this offering;(iii)the date on which we have,during the preceding three-year period,issued more than US$1.0billion in non-convertible debt;or(iv)the date on which we are deemed to be a“largeaccelerated filer”under the Securities ExchangeActof1934,as amended,or theExchangeAct,which would occur if the market value of our Ordinary Shares that areheld by non-affiliates exceeds US$700million as of the last businessday of ourmost recently completed second fiscal quarter.Once we cease to be an emerginggrowth company,we will not be entitled to the exemptions provided in the JOBS Actdiscussed above.Implications of Being a Foreign Private IssuerWe are a foreign private issuer within the meaning of the rules under theSecurities ExchangeActof1934,as amended(the“ExchangeAct”).As such,weare exempt from certain provisions applicable to U.S.domestic public companies.For example:we are not required to provide as many Exchange Act reports,or asfrequently,as a U.S.domestic public company;for interim reporting,we are permitted to comply solely with our homecountry requirements,which are less rigorous than the rules that apply toU.S.domestic public companies;we are not required to provide the same level of disclosure on certainissues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventingissuers from making selective disclosures of material information;we are not required to comply with the sections of the Exchange Actregulating the solicitation of proxies,consents or authorizations inrespect of a security registered under the ExchangeAct;andwe are not required to comply with Section 16 of the Exchange Actrequiring insiders to file public reports of their share ownership andtrading activities and establishing insider liability for profits realizedfrom any“short-swing”trading transaction.Implications of Being a Controlled CompanyUpon the completion of this Offering,we will be a“controlled company”as definedunder the Nasdaq Stock Market Rules because we expect that our Chairman and ChiefExecutive Officer,Mr.Kin Cho Li will hold 73.71%of our total issued andoutstanding Ordinary Shares,i.e.,he will own a majority of our total issued andoutstanding Ordinary Shares and will be able to exercise 73.71%of the total votingpower of our issued and outstanding share capital.For so long as we remain a“controlled company,”we are permitted to elect to rely,and may so rely,oncertain exemptions from corporate governance rules,including:an exemption from the rule that a majority of our board of directors(“BOD”)must be independent directors;an exemption from the rule that the compensation of our chief executiveofficer must be determined or recommended solely by independent directors;andan exemption from the rule that our director nominees must be selected orrecommended solely by independent directors.As a result,you will not have the same protection afforded to shareholders ofcompanies that are subject to these corporate governance requirements.11Table of ContentsAlthough we do not intend to rely on the“controlled company”exemption under theNasdaq Stock Market Rules,we could elect to rely on it in the future.If weelected to rely on the“controlled company”exemption,a majority of the membersof our BOD might not be independent directors and our nominating and corporategovernance and compensation committees might not consist entirely of independentdirectors upon the completion of this Offering.Our status as a“controlledcompany”could cause our Ordinary Shares to look less attractive to certaininvestors or otherwise harm our trading price.As a result,the investors will nothave the same protection afforded to shareholders of companies that are subject tothese corporate governance requirements.Please refer to the paragraph titled“RiskFactors Our significant shareholder has considerable influence over ourcorporate matters.”Offering SummaryFollowing completion of our IPO,ownership of RSGHL,will be as follows:Ordinary Shares purchased Number PercentExisting shareholders 14,375,000 92%New investors 1,250,000 8,625,000 100Table of ContentsTHE OFFERINGIssuer Rise Smart Group Holdings LimitedPrice per Ordinary Share We currently estimate that the IPO price will be$5 per share(which is the midpoint of theestimated range of the IPO price shown on thecover page of this prospectus).Ordinary Shares offered by us 1,250,000 Ordinary Shares.Ordinary Shares OutstandingPrior to Completion ofOffering 14,375,000 Ordinary Shares.Ordinary Shares outstandingimmediately after thisOffering 15,625,000 Ordinary Shares,assuming no exerciseof the underwriters over-allotment option.Over-allotment option We granted the underwriters the right to purchaseup to an additional 187,500 Ordinary Share fromus within 45 days of the date of thisprospectus,to cover over-allotments,if any,inconnection with the offering.Listing We intend to apply to list our Ordinary Shares onthe Nasdaq Capital Market under the symbol“RSHL”.Gross Proceeds$6,250,000,assuming an offering price of US$5per share(which is the midpoint of the pricerange set forth on the cover page of thisprospectus).Use of Proceeds We estimate we will receive net proceeds fromthis Offering of$4,086,768,based on an assumedprice to the public in this Offering of US$5 pershare(which is the midpoint of the price rangeset forth on the cover page of this prospectus),after deducting underwriting fees and commissionsand estimated offering expenses.We intend to use the proceeds from this Offeringfor pursuing acquisitions,establishing ourpresence in North America,expanding ourinformation technology system and technicalcapabilities and working capital.Please refer to the section titled“Use ofProceeds”.Risk Factors Investing in our Ordinary Shares involves a highdegree of risk and purchasers of our OrdinaryShares may lose part or all of their investment.Please refer to the section titled“RiskFactors”for a discussion of factors you shouldcarefully consider before deciding to invest inour Ordinary Shares beginning on page 17.Lock-Up and Right of FirstRefusal Our directors,executive officers,and allexisting shareholders who own 5%or more of theissued and outstanding Ordinary Shares areexpected to enter into lock-up agreements withthe underwriters not to sell,transfer or disposeof any Ordinary Shares for up to six monthsafter this Offering is completed.In addition,wehave agreed we will not for three months from theclosing of the offering,(i)offer,pledge,announce the intention to sell,sell,contract tosell,sell any option or contract to purchase,purchase any option or contract to sell,grantany option,right or warrant to purchase orotherwise transfer or dispose of,directly orindirectly,or file with the SEC a registrationstatement under the Securities Act relating to,any Ordinary Shares or any securities convertibleinto or exercisable or exchangeable for OrdinaryShares,or(ii)enter into any swap or otheragreement that transfers,in whole or in part,any of the economic consequences of ownership ofthe Ordinary Shares or any such other securities.Please refer to the sections titled“SharesEligible for Future Sale”and“Underwriting”.13Table of Contents Until twelve(12)months from(i)the closing ofthe offering or(ii)the termination date of theengagement between us and the Representative,unless otherwise agreed by the parties inwriting,the Representative shall have a right offirst refusal to act as the exclusive or jointfinancial advisor or in any other similarcapacity,on the representatives customaryterms and conditions,in the event we pursue aregistered,underwritten public offering ofsecurities(in addition to this offering),apublic or private offering of securities(debt orequity),a merger,acquisition of another companyor business,change of control,sale ofsubstantially all assets,business combination,recapitalization or other similar transaction(regardless of whether we would be considered anacquiring party,a selling party or neither insuch transaction).Please refer to the sectiontitled“Underwriting”.Payment and settlement The underwriters expect to deliver the OrdinaryShares against payment on*Dividend Policy We have no present plans to declare dividends andplan to retain our earnings to continue to growour business.Transfer agent.14Table of ContentsSummary Financial DataThe following summary presents consolidated statements of operations and cash flowdata for theyears ended December31,2023 and 2022 and the summary consolidatedbalance sheet data as of December31,2023 and 2022,which were derived from ourCFS included elsewhere in this prospectus.You should read this section inconjunction with our audited financial statements and the accompanying notes andthe section titled“Managements Discussion and Analysis of Financial Conditionand Results of Operations”included elsewhere in this prospectus.Our CFS areprepared and presented in accordance with United States generally acceptedaccounting principles,or U.S.GAAP.Our CFS were prepared as if the currentcorporate structure has been in existence throughout the periods presented.Results of Operations Data:2023 2022 USD USDRevenue 2,757,208 1,715,578Cost of revenue 820,333 723,660Gross profit 1,936,875 991,918 Operating expenses Selling and marketing 186,8

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  • 嘉乐科技(GALE)美股IPO上市招股说明书(246页).pdf

    F-1 1 ea0201699-03.htm REGISTRATION STATEMENTAs filed with the Securities and Exchange Commission on May 13,2024.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM F-1REGISTRATION STATEMENTUNDER THE SECURITIES ACT OF 1933_Galleinphi Inc.(Exact name of registrant as specified in its charter)_Cayman Islands 5064 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)Building 10,Gate 2,Xixi Art Collection Village,Hangzhou,Zhejiang ProvincePeoples Republic of China,310000 86-13911402109(Address,includingzipcode,andtelephonenumber,includingareacode,ofregistrantsprincipalexecutiveoffices)_Cogency Global Inc.122 East 42nd Street,18th FloorNew York,New York 10168800-221-0102(Name,address,includingzipcode,andtelephonenumber,includingareacode,ofagentforservice)_With a Copy to:William S.Rosenstadt,Esq.Mengyi“Jason”Ye,Esq.Yuning“Grace”Bai,Esq.Ortoli Rosenstadt LLP366 Madison Avenue,3rdFloorNewYork,NY10017212-588-0022 Ross David Carmel,Esq.Shane Wu,Esq.Sichenzia Ross Ference Carmel LLP1185 Avenue of the Americas,31stFloorNew York,NY 10036212-930-9700_Approximate date of commencement of proposed sale to the public:Promptly after theeffective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuousbasis pursuant to Rule415 under the Securities Actof1933 check the following box.If this Form is filed to register additional securities for an offering pursuant toRule462(b)under the Securities Act,please check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule462(c)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(d)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule405of the Securities Actof1933 Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section7(a)(2)(B)of the Securities Act.The registrant hereby amends this registration statement on such date or dates as maybe necessary to delay its effective date until the registrant shall file a furtheramendment which specifically states that this registration statement shall thereafterbecome effective in accordance with Section8(a)of the Securities Actof1933,asamended,or until the registration statement shall become effective on such date asthe U.S.Securities and Exchange Commission,acting pursuant to such Section8(a),may determine.Table of ContentsThe information in this preliminary prospectus is not complete and may bechanged.We may not sell the securities until the registration statementfiled with the Securities and Exchange Commission is effective.Thispreliminary prospectus is not an offer to sell these securities,and we arenot soliciting any offer to buy these securities in any jurisdiction wheresuch offer or sale is not permitted.SUBJECTTOCOMPLETION PRELIMINARYPROSPECTUSDATED,2024Galleinphi Inc.3,000,000 Ordinary SharesThis is an initial public offering of our ordinary shares,par value$0.01 per share(the“Ordinary Shares”).Prior to this offering,there has been no public market forour ordinary shares.The offering price will be between$4.00 and$6.00 per OrdinaryShare(the“Offering Price”).We have applied to list our ordinary shares on theNasdaq Capital Market(“Nasdaq”)under the symbol“GALE.”This offering iscontingent upon us listing our ordinary shares on Nasdaq or another nationalexchange.There is no guarantee or assurance that our ordinary shares will beapproved for listing on the Nasdaq or another national exchange.This offering is being made on a firm commitment basis.We have agreed to grant theRepresentative an option exercisable for a period of 45 days after the closing ofthis offering to purchase up to 15%of the total number of the shares offered in thisoffering for the purpose of covering over-allotments,if any,at the Offering Priceless the underwriting discounts(the“Over-Allotment Option”).The Representativeexpects to deliver the ordinary shares against payment as set forth under“Underwriting”on page 153.Galle Cayman is a Cayman Islands holding company with no materialoperations.Due to PRC legal restrictions on foreign ownership in thevalue-added telecommunication services,we entered in to the VIE Agreementsand established the VIE structure.Investors are cautioned that you are notbuying shares of a China-based operating company but instead are buyingshares of a holding company issuer that maintains contractual arrangementswith the China-based operating company and you may never hold equityinterests in the China based operating entity.The China-based operatingcompany is a variable interest entity(“VIE”)that conducts operations inChina.Unless otherwise stated,as used in this prospectus,the terms“Galle,”“GalleCayman,”“we,”“us,”“our Company,”and the“Company”refer to GalleinphiInc.,an exempted company with limited liability incorporated under the laws of theCayman Islands;“PRC subsidiary,”“Galle WFOE”or“WFOE”refer to JingdezhenJiajing Kaiyue Technology Co.,Ltd.,a limited liability company organized under thelaws of the PRC and our indirect wholly owned subsidiary;the term“the VIE”refersto Galle China;the term the“VIE and its subsidiaries”refers to Galle China andits subsidiaries,Zhejiang Galle Manya Supply Chain Management Co.,Ltd.,or ManyaGalle,Hangzhou Galle Yongya Electronic Equipment Co.,Ltd.,or Yongya Galle,Jingdezhen Galle Ningya Technology Co.,Ltd.,or Galle(Jingdezhen),Jiangxi AnjiaKaiyue Technology Co.,Ltd.,or Galle(Jiangxi),Hangzhou Galle Hengya TechnologyCo.,Ltd.,or Hengya Galle,Zhejiang Dejia Hongzhi Technology Co.,Ltd,or DH Galle,Hangzhou Youjia Meicang Technology Co.,Ltd.,or Youjia Meicang,and Hangzhou GalleYingya Technology Co.,Ltd.,or Yingya Galle,entities organized under the laws ofthe PRC.Galle Cayman is a holding company with no material operations.The VIE,Galle China,conduct operations in China.This is an offering of theordinary shares of Galle Cayman.You are not investing in Galle China,theChina-based operating company,but instead are buying shares of a holdingcompany that maintains contractual arrangements with the GalleChina.Neither we nor our subsidiaries own any share in,Galle China.TheVIE structure is used to provide investors with exposure to foreigninvestment in China-based companies where Chinese law prohibits directforeign investment in the operating companies.In December 20,2023,GalleWFOE,which is our PRC subsidiary,Galle China,and shareholders of GalleChina entered into a series of contractual agreements(the“VIEAgreements”)that established the VIE structure.We have evaluated theguidance in FASB ASC 810 and determined that Galle WFOE is the primarybeneficiary of Galle China and its subsidiaries for accounting purposes,because,pursuant to the VIE Agreements,the VIE shall pay service feesequal to all of its net income to Galle WFOE,while Galle WFOE has thepower to direct the activities of the VIE that can significantly impact theVIEs economic performance and is obligated to absorb all of losses of theVIE.Such contractual arrangements are designed so that the operations ofthe VIE are solely for the benefit of Galle WFOE and,ultimately,us.GalleCayman has indirect ownership in 100%of the equity in Galle WFOE.Accordingly,under U.S.GAAP,we treat the VIE and its subsidiaries asconsolidated affiliated entities and have consolidated their financialresults in our financial statements.All references to Galle Cayman orGalle WFOE as the“primary beneficiary”of the VIE are for accountingpurposes.Galle China and its subsidiaries are based in China and arelikely to be engaged in value-added telecommunication services in thefuture.Due to PRC legal restrictions on foreign ownership in the value-added telecommunication services,we entered in to the VIE Agreements andestablished the VIE structure.The VIE Agreements do not give us the samecontrolling power as if we had equity ownership in the VIE.The ordinaryshares offered in this prospectus are shares of Galle Cayman,the CaymanIslands Table of Contentsholding company.As a result,you are not directly investing in and maynever hold equity interests in the VIE in China.The VIE structure involveunique risks to investors.As of the date of this prospectus,the VIEAgreements have not been tested in a court of law and we are subject torisks that the Chinese regulatory authorities could disallow the VIEstructure,which would likely result in a material change in the VIE andits subsidiaries operations and the value of our ordinary shares,including that it could cause the value of such securities to significantlydecline or become worthless.For a detailed description of the VIEAgreements,see“Corporate Structure”on page 3.See also“Risk Factors Risks Related to Our Corporate Structure”starting on page 42.Furthermore,shareholders may face difficulties enforcing their legalrights under United States securities laws against our directors andofficers who are located outside of the United States.See“RiskFactorsRisks Related to Doing Business in the PRCUncertaintieswith respect to the PRC legal system,including uncertainties regarding theenforcement of laws,and sudden or unexpected changes in laws andregulations in China with little advance notice could adversely affect usand limit the legal protections available to you and us.”on page25 and“You may experience difficulties in effecting service of legal process,enforcing foreign judgments,or bringing actions in China against us or ourmanagement named in the prospectus.It may also be difficult for you oroverseas regulators to conduct investigations or collect evidence withinChina.”on page 39.Additionally,we are subject to certain legal and operational risksassociated with the VIE and its subsidiaries operations in China.PRClaws and regulations governing our current business operations aresometimes vague and uncertain,and therefore,these risks may result in amaterial change in the VIE and its subsidiaries operations,significantdepreciation of the value of our ordinary shares,or a complete hinderanceof our ability to offer or continue to offer our securities to investorsand cause the value of such securities to significantly decline or beworthless.Recently,the PRC government initiated a series of regulatoryactions and statements to regulate business operations in China with littleadvance notice,including cracking down on illegal activities in thesecurities market,enhancing supervision over China-based companies listedoverseas using variable interest entity structure,adopting new measures toextend the scope of cybersecurity reviews,and expanding the efforts inanti-monopoly enforcement.Since these statements and regulatory actionsare new,it is highly uncertain how soon legislative or administrativeregulation making bodies will respond and what existing or new laws orregulations or detailed implementations and interpretations will bemodified or promulgated,if any,and the potential impact such modified ornew laws and regulations will have on our daily business operation,theability to accept foreign investments and list on an U.S.or other foreignexchange.As of the date of this prospectus,neither we nor the VIE and itssubsidiaries have been involved in any investigations or received anyinquiry,notice,warning,or sanctions regarding our planned overseaslisting from the China Securities Regulatory Commission,or the“CSRC,”or any other PRC governmental authorities.As confirmed by our PRC counsel,Beijing DOCVIT Law Firm,we will not be subject to cybersecurity reviewwith the Cyberspace Administration of China,or the“CAC,”pursuant tothe Cybersecurity Review Measures,which became effective on February15,2022 because(1)we currently do not have over one million userspersonal information;(2)we do not collect data that affects or mayaffect national security and we do not anticipate that we will becollecting over one million users personal information or data thataffects or may affect national security in the foreseeable future,which weunderstand might otherwise subject us to the Cybersecurity Review Measures.Since these statements and regulatory actions are newly published,however,official guidance and related implementation rules have not been issued.Itis highly uncertain what potential impact such modified or new laws andregulations will have on the daily business operations of our subsidiaries,as well as the daily business operations of the VIE and its subsidiaries,our ability to accept foreign investments,and our listing on anU.S.exchange.The Standing Committee of the National Peoples Congress(the“SCNPC”)or PRC regulatory authorities may in the future promulgatelaws,regulations,or implementing rules that require us,our subsidiaries,or the VIE and its subsidiaries to obtain regulatory approval from Chineseauthorities before listing in the U.S.On February24,2023,the CSRC published the Provisions on Strengtheningthe Confidentiality and Archives Administration Related to the OverseasSecurities Offering and Listing by Domestic Enterprises(the“Provisionson Confidentiality and Archives Administration”),which came into effecton March 31,2023.The Provisions on Confidentiality and ArchivesAdministration requires that,in the process of overseas issuance andlisting of securities by domestic entities,the domestic entities,andsecurities companies and securities service institutions that providerelevant securities service shall strictly implement the provisions ofrelevant laws and regulations and the requirements of these provisions,establish and improve rules on confidentiality and archives administration.On February 17,2023,the CSRC also promulgated the Trial AdministrativeMeasures of Overseas Securities Offering and Listing by DomesticEnterprises(the“Trial Measures”),and Supporting Guidance Rules No.1through No.5(together with“Trial Measures”as the“New OverseasListing Rules”),which became effective on March 31,2023.On the samedate,the CSRC circulated the Notes on the Trial Measures,Notice onAdministration Arrangements for the Filing of Table of ContentsOverseas Listings by Domestic Enterprises and relevant CSRC Answers toReporter Questions(collectively,the“Notice”)on the CSRCs officialwebsite.Under the New Overseas Listing Rules and Notice,domesticcompanies conducting overseas securities offering and listing activities,either in direct or indirect form,shall complete filing procedures withthe CSRC pursuant to the requirements of the Trial Measures within threeworking days following its submission of initial public offerings orlisting application.As advised by our PRC counsel,Beijing DOCVIT LawFirm,as the VIE and its subsidiaries accounted for more than 50%of ourconsolidated revenues,profit,total assets or net assets for thefiscal years ended June 30,2022 and June 30,2023,and the keycomponents of our operations are carried out in the PRC,this offering isconsidered an indirect offering by domestic companies and we are thereforesubject to the filing requirements for this offering under the TrialMeasures and Guidance Rules and Notice.As advised by our PRC counsel,Beijing DOCVIT Law Firm,this offering and our listing on Nasdaq arecontingent on the completion of the filing procedures with the CSRC priorto our listing on Nasdaq.We submitted the filing documents to CSRC onDecember 22,2023 but have not yet received notification from CSRC that thefiling has been completed.If we cannot complete the filing with the CSRCin compliance with the Trial Measures prior to our listing on Nasdaq,Nasdaq may not approve our listing application and the CSRC may orderrectification,issue warnings,and impose a fine between RMB onemillionand RMB tenmillion on the VIE and its subsidiaries,which could adverselyand materially affect our business operations and financial outlook,andsignificantly limit or completely hinder our ability to offer or continueto offer our ordinary shares to investors and could cause the value of ourordinary shares to significantly decline or such shares to becomeworthless.We have been closely monitoring regulatory developments in PRC regardingany necessary approvals from the CSRC or other PRC governmental authoritiesrequired for overseas listings,including this offering.As advised by ourPRC counsel,Beijing DOCVIT Law Firm,as of the date of this prospectus,although we are required to complete certain filing procedure in connectionwith our offering(including this offering and any subsequent offering)andlisting under the Trial Measures,no relevant PRC laws or regulations ineffect require that we obtain approval or permission from any PRCauthorities to issue securities to foreign investors,and we have notreceived any inquiry,notice,warning,sanction,or any regulatoryobjection to this offering from the CSRC,the CAC,or any other PRCauthorities that have jurisdiction over our operations.However,sincethese statements and regulatory actions are newly published,it is highlyuncertain what the potential impact such modified or new laws andregulations will have on the daily business operations of our subsidiaries,our ability to accept foreign investments,and our listing on aU.S.exchange.If we do not receive or maintain such approval(should theapproval is required in the future by the PRC government),or inadvertentlyconclude that such approval is not required,or applicable laws,regulations,or interpretations change such that we are required to obtainapproval in the future,we may be subject to an investigation by competentregulators,fines or penalties,or an order prohibiting us from conductingan offering,and these risks could result in a material adverse change inour operations and the value of our ordinary shares,significantly limit orcompletely hinder our ability to offer or continue to offer securities toinvestors,or cause such securities to significantly decline in value orbecome worthless.See“Risk FactorsRisks Related to Doing Business inthe PRC”for more information.Galle Cayman is permitted under the laws of Cayman Islands to providefunding to our subsidiaries in HongKong and PRC through loans or capitalcontributions without restrictions on the amount of the funds.Galle HK isalso permitted under the laws of HongKong SAR to provide funding to GalleCayman through dividend distribution without restrictions on the amount ofthe funds.Current PRC regulations permit Galle WFOE to pay dividends tothe Company only out of their accumulated profits,if any,determined inaccordance with Chinese accounting standards and regulations.For the sixmonths ended December 31,2023 and 2022 and for the years ended June 30,2023 and 2022,the Company operates in one segment,which is operated bythe Companys VIE,Galle China and its subsidiaries.Therefore,the VIEhas its own operating cashflow.There were no transfers between GalleCayman,the holding company,its subsidiaries and Galle China,the VIE.Asof the date of this prospectus,our Company,our subsidiaries,and the VIEhave not distributed any earnings or settled any amounts owed under the VIEAgreements.We and Galle China do not intend to distribute earnings orsettle amounts owed under the VIE Agreements in the foreseeable future.Asof the date of this prospectus,none of our subsidiaries or VIE have madeany dividends or distributions to our Company and our Company has not madeany dividends or distributions to our shareholders.We intend to keep anyfuture earnings to finance the expansion of our business,and we do notanticipate that any cash dividends will be paid in the foreseeable future.If we determine to pay dividends on any of our ordinary shares in thefuture,as a holding Table of Contentscompany,we will depend on receipt of funds from our PRC subsidiary andfrom the VIE to our PRC subsidiary in accordance with the VIE Agreements.See“Prospectus SummaryTransfers of Cash to and from the VIE and OurSubsidiaries.”See also“Summary of Financial Position and Cash Flows ofGalle Cayman,Subsidiaries and the VIE”starting on page 10 and“Consolidated Financial Statements”starting on page F-1.The structure of cash flows within our organization,and as summary of theapplicable regulations,is as follows:1.Galle Cayman,directly controls Galle WFOE,and Galle HK.GalleWFOE is the primary beneficiary of Galle China for accountingpurposes through a series of contractual agreements,under whichGalle WFOE has the exclusive right to provide to Galle Chinaconsulting,technical or other services and their respectiveintellectual property rights in exchange for payments.See“Corporate Structure”on page 3 and“Contractual Arrangementswith the VIE and its Shareholders”on pages4 and7 respectivelyfor additional details.2.Within our corporate structure,the cross-border transfer of fundswithin our corporate group and the transfer of funds between theGalle WFOE and the VIE will be legal and compliant with the lawsand regulations of the PRC.After foreign investors funds enterGalle Cayman at the close of this offering,the funds can bedirectly transferred to Galle HK,and then transferred to the VIEand its subsidiaries through the Galle WFOE.If the Company intends to distribute dividends,the VIE will paythe service fees to Galle WFOE,which then will transfer thedividends to Galle HK in accordance with the laws and regulationsof the PRC,and then Galle HK will transfer the dividends to GalleCayman,and the dividends will be distributed from Galle Cayman toall shareholders of Galle Cayman respectively in proportion to theshares they hold,regardless of whether the shareholders areU.S.investors or investors in other countries or regions.3.In the reporting periods presented in this prospectus,no cash andother asset transfers have occurred among the Company,itssubsidiaries and the VIE.For the foreseeable future,the Companyintends to utilize earnings for market development,businessexpansion,research and development,recruitment and training ofpersonnel,and working capital.As a result,we do not expect topay any cash dividends.Furthermore,besides the potential taxconsequences mentioned below,although we do not anticipate anydifficulties or limitations on our ability to transfer cash betweenGalle Cayman and Galle HK and Galle WFOE,or between the VIE andGalle WFOE in the future,we have not installed any cash managementpolicies that dictate how funds are transferred between the holdingcompany,the subsidiaries and the VIE.To the extent cash in thebusiness is in the PRC/HongKong or a PRC/HongKong entity,thefunds may not be available to fund operations or for other useoutside of the PRC/Hong Kong due to interventions in or theimposition of restrictions and limitations on the ability of theholding company,our subsidiaries,or the consolidated VIE by thePRC government to transfer cash.See“ProspectusSummary Transfers of Cash to and from the VIE and OurSubsidiaries”on page 8,“Summary of Risk Factors RisksRelated to Our Corporate Structure”on page 14,and“RiskFactorsRisks Related to Doing Business in ChinaWe are aholding company and will rely on dividends paid by our subsidiariesand service fees paid by the VIE for our cash needs.Any limitationon the ability of our subsidiaries to make dividend payments to us,any limitation on the ability of the VIE to pay the service fees tous,or any tax implications of making dividend payments to us,could limit our ability to pay our parent company expenses or paydividends to holders of our ordinary shares.”on page 24.4.The ability of Galle WFOE and the VIE and its subsidiaries todistribute dividends is contingent upon their distributableearnings.Current PRC regulations permit Galle WFOE,as well as theVIE and its subsidiaries,to pay dividends to their respectiveshareholders only out of their accumulated profits,if any,determined in accordance with PRC accounting standards andregulations.In addition,Galle WFOE and each of the VIE and itssubsidiaries are required to set aside at least 10%of its after-tax profits each year,if any,to fund a statutory reserve untilsuch reserve reaches 50%of each of their registered capitals.These reserves are not distributable as cash dividends.See“Summary of Financial Position and Cash Flows of Galle Cayman,Subsidiaries and the VIE”on page 10,the financial statementbeginning on F-1,and“Regulations on Dividend Distributions”onpage 120 for more information.Table of ContentsTo address persistent capital outflows and the RMBs depreciation against theU.S.dollar in the fourth quarter of 2016,the Peoples Bank of China and the StateAdministration of Foreign Exchange,or SAFE,have implemented a series of capitalcontrol measures in the subsequentmonths,including stricter vetting procedures forChina-based companies to remit foreign currency for overseas acquisitions,dividendpayments and shareholder loan repayments.The PRC government may continue tostrengthen its capital controls and the VIE and its subsidiaries dividends andother distributions may be subject to tightened scrutiny in the future.The PRCgovernment also imposes controls on the conversion of RMB into foreign currencies andthe remittance of currencies out of the PRC.Therefore,we may experiencedifficulties in completing the administrative procedures necessary to obtain andremit foreign currency for the payment of dividends from our profits,if any.Furthermore,if the VIE and its subsidiaries or Galle WFOE incur debt on their own inthe future,the instruments governing the debt may restrict their ability to paydividends or make other payments.Pursuant to the Holding Foreign Companies Accountable Act,or the HFCAA,if thePublic Company Accounting Oversight Board,or the PCAOB,is unable to inspect anissuers auditors for three consecutive years,the issuers securities areprohibited to trade on a U.S.stock exchange.The PCAOB issued a DeterminationReport on December 16,2021 which found that the PCAOB is unable to inspect orinvestigate completely registered public accounting firms headquartered in:(1)mainland China of the Peoples Republic of China because of a position taken byone or more authorities in mainland China;and(2)Hong Kong,a SpecialAdministrative Region and dependency of the PRC,because of a position taken by oneor more authorities in HongKong.Furthermore,the PCAOBs report identified thespecific registered public accounting firms which are subject to thesedeterminations.On June22,2021,the U.S.Senate passed the Accelerating HoldingForeign Companies Accountable Act,and on December29,2022,legislation entitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)was signed into law by President Biden,which contained,among other things,anidentical provision to the Accelerating Holding Foreign Companies Accountable Act andamended the HFCAA by requiring the SEC to prohibit an issuers securities fromtrading on any U.S stock exchanges if its auditor is not subject to PCAOB inspectionsfor two consecutive years instead of three,thus reducing the time period fortriggering the prohibition on trading.On August26,2022,the PCAOB announced thatit had signed a Statement of Protocol(the“SOP”)with the China SecuritiesRegulatory Commission and the Ministry of Finance of China.The SOP,together withtwo protocol agreements governing inspections and investigations(together,the“SOPAgreement”),establishes a specific,accountable framework to make possible completeinspections and investigations by the PCAOB of audit firms based in mainland Chinaand Hong Kong,as required under U.S.law.On December 15,2022,the PCAOBannounced that it was able to secure complete access to inspect and investigatePCAOB-registered public accounting firms headquartered in mainland China andHong Kong completely in 2022.The PCAOB Board vacated its previous 2021determinations that the PCAOB was unable to inspect or investigate completelyregistered public accounting firms headquartered in mainland China and HongKong.However,whether the PCAOB will continue to be able to satisfactorily conductinspections of PCAOB-registered public accounting firms headquartered in mainlandChina and HongKong is subject to uncertainties and depends on a number of factorsout of our and our auditors control.The PCAOB continues to demand complete accessin mainland China and HongKong moving forward and is making plans to resume regularinspections in early 2023 and beyond,as well as to continue pursuing ongoinginvestigations and initiate new investigations as needed.The PCAOB has alsoindicated that it will act immediately to consider the need to issue newdeterminations with the HFCAA if needed.As of the date of this prospectus,Kreit and Chiu CPA LLP,our auditor,is notsubject to the determinations as to inability to inspect or investigate completely asannounced by the PCAOB on December16,2021.The Companys auditor is based in theNew York and is registered with PCAOB and subject to PCAOB inspection.See“RiskFactorsRisks Related to Doing Business in ChinaThe recent joint statementby the SEC and PCAOB,proposed rule changes submitted by Nasdaq,and the HoldingForeign Companies Accountable Act all call for additional and more stringent criteriato be applied to emerging market companies upon assessing the qualification of theirauditors,especially the non-U.S.auditors who are not inspected by the PCAOB.Thesedevelopments could add uncertainties to our offering”on page 40.We are an“emerging growth company”as defined under federal securitieslaws and,as such,will be subject to reduced public company reportingrequirements.See“Prospectus Summary Implications of Being anEmerging Growth Company and a Foreign Private Issuer”on page 22 foradditional information.Investing in our ordinary shares involves high degree of risks.You shouldread carefully the discussion of material risks of investing in ourordinary shares.See“Risk Factors”beginning on page 24.Table of ContentsNeither the Securities and Exchange Commission nor any state securitiescommission has approved or disapproved of these securities or passed uponthe accuracy or adequacy of this prospectus.Any representation to thecontrary is a criminal offense.PerOrdinaryShare TotalWithoutOver-AllotmentOption TotalWith FullOver-AllotmentOptionPublic offering price(1)$4.00$12,000,000$13,800,000Underwriting discounts(2)$0.28$840,000$966,000Non-accountable expense allowance(3)$0.04$120,000$138,000Proceeds,before expenses,to us$3.68$11,040,000$12,696,000_(1)Initial public offering price per share is assumed as$4.00 per share,which is thelowest point of the range set forth on the cover page of this prospectus.(2)We have agreed to pay the Representative a discount equal to seven percent(7%)ofthe gross proceeds of this offering.For a description of other terms of the compensation tobe received by the Representative,see“Underwriting”beginning on page 153.(3)We also agreed to pay the Representative a non-accountable expense allowance in theamount equal to one percent(1%)of the gross proceeds of this offering.We expect our total cash expenses for this offering(including cash expensespayable to our Representative for its out-of-pocket expenses)to beapproximately$1.19 million,exclusive of the above discounts and non-accountableexpense allowance.In addition,we will pay additional items of value in connectionwith thisofferingthat are viewed by the Financial IndustryRegulatoryAuthority,or FINRA,as underwriting compensation.These payments willfurther reduce proceeds available to us before expenses.See“Underwriting”beginning on page 153.Thisofferingis being conducted on a firm commitment basis by the underwriters,ofwhich US Tiger Securities,Inc.is acting as the Representative.The underwriters areobligated to take and pay for all of the ordinary shares if any such ordinary sharesare taken.Wehave granted the Representative an option for a period of 45daysafter the closing of thisofferingto purchase up to 15%of the total number of ourordinary shares to be offered by us pursuant to this offering,solely for thepurpose of coveringover-allotments,at the initial publicofferingprice less theunderwriting discounts.If the Representative exercises its option in full,the totalunderwriting discounts payable will be$966,000 based on an assumed offeringpriceof$4.00 per ordinary share,and the total gross proceeds to us,after underwritingdiscounts and before other offering expenses,will be$12,834,000.If we completethis offering,net proceeds will be delivered to us on the applicable closingdate.We will not be able to use such proceeds in China,however,until wecomplete capital contribution procedures that require prior approval from each of therespective local counterparts of Chinas Ministry of Commerce,the StateAdministration for Industry and Commerce,and the State Administration of ForeignExchange.See remittance procedures in the section titled“Use of Proceeds”beginning on page 62.The Representative expects to deliver the ordinary shares against payment as setforth under“Underwriting”,on or about,2024.US Tiger Securities,Inc.Prospectus dated,2024.Table of ContentsTABLE OF CONTENTS PageABOUT THIS PROSPECTUS iiPROSPECTUS SUMMARY 1RISK FACTORS 24SPECIAL NOTES REGARDING FORWARD-LOOKING STATEMENTS 60ENFORCEABILITY OF CIVIL LIABILITIES 61USE OF PROCEEDS 62DIVIDEND POLICY 63CAPITALIZATION 64DILUTION 65MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 67BUSINESS 82REGULATIONS 109MANAGEMENT 121EXECUTIVE COMPENSATION 126PRINCIPAL SHAREHOLDERS 127RELATED PARTY TRANSACTIONS 129DESCRIPTION OF SHARE CAPITAL 131SHARES ELIGIBLE FOR FUTURE SALE 144TAXATION 146UNDERWRITING 153EXPENSES RELATING TO THIS OFFERING 161LEGAL MATTERS 162EXPERTS 162WHERE YOU CAN FIND ADDITIONAL INFORMATION 162INDEX TO FINANCIAL STATEMENTS F-1iTable of ContentsABOUT THIS PROSPECTUSWe and the underwriters have not authorized anyone to provide any information or tomake any representations other than those contained in this prospectus or in any freewriting prospectuses prepared by us or on our behalf or to which we have referred youand which we have filed with the U.S.Securities and Exchange Commission(the“SEC”).We take no responsibility for,and can provide no assurance as to thereliability of,any other information that others may give you.This prospectus is anoffer to sell only the ordinary shares offered hereby,but only under circumstancesand in jurisdictions where it is lawful to do so.We are not making an offer to sellthese securities in any jurisdiction where the offer or sale is not permitted orwhere the person making the offer or sale is not qualified to do so or to any personto whom it is not permitted to make such offer or sale.For the avoidance of doubt,no offer or invitation to subscribe for our ordinary shares is made to the public inthe Cayman Islands.The information contained in this prospectus is current only asof the date on the front cover of the prospectus.Our business,financial condition,results of operations and prospects may have changed since that date.Commonly Used Defined TermsUnless otherwise indicated or the context requires otherwise,references in thisprospectus to:“Galle Cayman”refers to Galleinphi Inc.,an exempted company incorporatedunder the laws of the Cayman Islands;“Galle HK”refers to Fairland Pacific Industry Limited,a limitedliability company organized under the laws of HongKong,which is wholly-owned by Galle Cayman;“Galle WFOE”refers to Jingdezhen Jiajing Kaiyue Technology Co.,Ltd.,alimited liability company organized under the laws of the PRC,which iswholly-owned by Galle HK;“the VIE”or“Galle China”refers to Galle Technology Co.,Ltd.,alimited liability company organized under the laws of the PRC;“VIE”refers to variable interest entity;“VIE Agreements”refers to a series of contractual arrangements,includingthe Exclusive Call Option Agreement,Business Operation Agreement,Consultation and Service Agreement,Equity Pledge Agreement,and ShareholderVoting Proxy Agreement between Galle WFOE,the VIE,and the shareholders ofthe VIE;“VIE and its subsidiaries”refer to Galle China and its subsidiaries;“Ordinary Shares”refers to the ordinary shares of the Company,par valueUS$0.01 per share;“RMB”refers to the legal currency of China;“U.S.dollars,”“$,”“US$,”and“dollars”refer to the legalcurrency of the UnitedStates;“We,”“us,”“Company,”“Galle,”“Galle Cayman”refer to GalleinphiInc.,a Cayman Islands exempted company.“Manya Galle”refers to Zhejiang Galle Manya Supply Chain Management Co.,Ltd.,a limited liability company organized under the laws of the PRC,whichis wholly-ownedby Galle China;“Yongya Galle”refers to Hangzhou Galle Yongya Electronic Equipment Co.,Ltd.,a limited liability company organized under the laws of the PRC,whichis wholly-ownedby Galle China;“Galle(Jingdezhen)”refers to Jingdezhen Galle Ningya Technology Co.,Ltd.,a limited liability company organized under the laws of the PRC,whichis wholly-ownedby Galle China;“Galle(Jiangxi)”refers to Jiangxi Anjia Kaiyue Technology Co.,Ltd.,alimited liability company organized under the laws of the PRC,which iswholly-ownedby Galle China;“Hengya Galle”refers to Hangzhou Galle Hengya Technology Co.,Ltd.,alimited liability company organized under the laws of the PRC and a 95%owned subsidiary of Galle China;iiTable of Contents“DH Galle”refers to Zhejiang Dejia Hongzhi Technology Co.,Ltd,a limitedliability company organized under the laws of the PRC and a 51%ownedsubsidiary of Galle China;“Yingya Galle”refers to Hangzhou Galle Yingya Technology Co.,Ltd.,alimited liability company organized under the laws of the PRC,which iswholly-owned by DH Galle and indirectly controlled by Galle China.“Youjia Meicang”refers to Hangzhou Youjia Meicang Technology Co.,Ltd.,alimited liability company organized under the laws of the PRC and a 51%owned subsidiary of Galle China.For theSix MonthsEndedDecember31,2023 For theSix MonthsEndedDecember31,2022 For theYear EndedJune 30,2023 For theYear EndedJune 30,2022Period Ended RMB:US$1 exchange rate 7.0999 6.8972 7.2513 6.6997Period Average RMB:US$1 exchangerate 7.2347 6.9789 6.9536 6.4544Galle China,the VIE,and its subsidiaries conduct business in the PRC,usingRenminbi,or RMB,the official currency of China.Our consolidated financialstatements are presented in UnitedStates dollars.In this prospectus,we refer toassets,obligations,commitments and liabilities in our consolidated financialstatements in United States dollars.These dollar references are based on theexchange rate of RMB to UnitedStates dollars,determined as of a specific date orfor a specific period.Changes in the exchange rate will affect the amount of ourobligations and the value of our assets in terms of UnitedStates dollars which mayresult in an increase or decrease in the amount of our obligations(expressed indollars)and the value of our assets,including accounts receivable(expressed indollars).We obtained the industry and market data used in this prospectus supplement,any freewriting prospectus or any document incorporated by reference from industrypublications,research,surveys and studies conducted by third parties and our owninternal estimates based on our managements knowledge and experience in the marketsin which we operate.We did not,directly or indirectly,sponsor or participate inthe publication of such materials,and these materials are not incorporated in thisprospectus other than to the extent specifically cited in this prospectus.We havesought to provide current information in this prospectus and believe that thestatistics provided in this prospectus remain up-to-date and reliable,and thesematerials are not incorporated in this prospectus other than to the extentspecifically cited in this prospectus.iiiTable of ContentsPROSPECTUS SUMMARYThe following summary is qualified in its entirety by,and should be read inconjunction with,the more detailed information and financial statements includedelsewhere in this prospectus.In addition to this summary,we urge you to read theentire prospectus carefully,especially the risks of investing in our ordinaryshares,discussed under“Risk Factors,”before deciding whether to buy ourordinary shares.OverviewGalle Cayman is an offshore holding company incorporated in the Cayman Islands.Galle Cayman is a holding company with no material operations.Discussions of thebusiness in this prospectus relate to the business and operations of the VIE andits subsidiaries.However,investors in our ordinary shares should be aware thatthey are purchasing equity in Galle Cayman,the Caymans Islands holding company,which does not own any equity interest in the VIE.The VIE and its subsidiaries are conducting wholesale businesses primarilyinvolving electronic equipment,including(i)mobile devices,(ii)televisions,(iii)air conditioners,and other high-demand electronics in the market.From timeto time,the VIE and its subsidiaries also sell other products which mainly includemedical supplies,furniture,non-metallic mineral products and other items.Leveraging the strategic relationships with upstream and downstream enterprises,the VIE and its subsidiaries can navigate price fluctuations and ensure the abilityto meet customers substantial demands for electronic devices and home appliances.The experienced sales and marketing team has helped establish and maintain stablerelationships with the suppliers and customers while developing systematicstrategies to monitor price fluctuations.Leveraging their expertise,the VIE andits subsidiaries strive to diversify the product portfolio and solidify theposition in the wholesale chain of valuable electronic products.The VIE and its subsidiaries main products include Apple branded mobile devices,Xiaomi branded televisions,Midea branded air conditioners and Xiaomi smartphones.The VIE and its subsidiaries have chosen these products because of their strongdemand in the market.This high demand allows the VIE and its subsidiaries toquickly sell a large number of devices sourced from upstream enterprises,reducingwarehouse pressures and accelerating our profitable buying and selling cycle.TheVIE and its subsidiaries have chosen Midea-branded air conditioners because theirprice fluctuations generally follow regular seasonal patterns.By capitalizing onthe pattern of price changes,the VIE and its subsidiaries effectively enhance itsprofitability,reducing the cost of procurement and increasing overall profits whenselling Midea air conditioners.The VIE and its subsidiaries revenues for the six months ended December 31,2023were approximately$48.7 million,which represents a decrease of$16.5 million,or25.3%,from total revenues of approximately$65.2 million for the six months endedDecember 31,2022.The gross loss for the six months ended December 31,2023 wasapproximately$0.1 million,representing a decrease of$1.8 million,or 108.3%,from the gross profit approximately$1.7 million for the six months ended December31,2022.The net income(loss)for the six months ended December 31,2023 and 2022was approximately($0.9)million and$0.7 million,respectively.The VIE and its subsidiaries revenues for the year ended June 30,2023 wereapproximately$104.0 million,which represents an increase of$26.9 million,or35.0%,from total revenues of approximately$77.0 million for the year ended June30,2022.The gross profit for the year ended June 30,2023 was approximately$4.3million,representing an increase of$3.7 million,or 613.0%,from approximately$0.6 million for the year ended June 30,2022.The net income(loss)for the yearsended June 30,2023 and 2022 was approximately$2.2 million and($81,000),respectively.Revenue ModelThe main revenue comes from selling electronic devices obtained from upstreamenterprises,which are then offered to downstream enterprises at competitiveprices.In certain cases,the purchase rebates provided are leveraged to enhanceprofitability.See“Business Suppliers”section on page 98.Suppliers and CustomersThe VIE and its subsidiaries have fostered a strong relationship with suppliers andcustomers.The VIE and its subsidiaries customers are a variety of electronicdevice distributors.The suppliers are mostly distributors who work closely withthe principal manufacturers of electronic devices.For the six months endedDecember 31,2023 and 2022,there were three and one main suppliers that accountedfor approximately 47.9%and 96.5%of the total purchases,1Table of Contentsrespectively.For the financial years ended June 30,2023 and 2022,there was onemain supplier that accounted for 93.46%and 93.48%of the total purchases,respectively.The VIE and its subsidiaries intend to establish a more diversesupplier network as they grow the business,while attempting to continue to workwith the suppliers.Sales and Marketing TeamThe sales and marketing team,based in China,consists of 15 dedicated full-timeemployees.They bring valuable experience in commodity trading,particularlyfocusing on electronic devices.The sales team actively visits the upstream anddownstream partners of the VIE to better understand their needs.MarketingCollaboration with strategic partners is a significant aspect of the VIEsmarketing strategy.The VIE values its relationships with suppliers and customersand has plans to expand these collaborations to offer a wider range of products andreach more customers.In addition to strategic partnerships,word-of-mouthreferrals from the existing customers and business contacts are essential to theVIEs marketing efforts,which contribute to increased brand awareness.Themarketing strategy,utilizing three online stores on Pinduoduo,a prominent onlineshopping platform in China,adopted by the VIE and its subsidiaries since July2023,indicates their efforts to further enhance their brand awareness.Sales ProcessThe sales process begins with sourcing in-demand goods from upstream suppliers,negotiating terms,and finalizing purchase contracts.Upon receipt of paymentnotices,payments are made based on contract terms.Shipments are handled byupstream suppliers directly to warehouses.Collaborating with service providers,goods are received,checked,sorted,and stored.The sales team contacts downstreamdistributors for the highest bid.Sales orders and contracts are then finalizedwith downstream distributors,who make payments based on terms.Upon receivingpayment,the sales team instructs the warehouse to arrange shipments to downstreamdistributors.Competitive StrengthsThe VIE and its subsidiaries offer a wide range of high-demand electronicdevices at competitive prices.The diverse product lineup and strong partnerships of the VIE and its subsidiariesensure affordability,quick turnover,and low inventory risks.The VIE and its subsidiaries have strong and stable relationships withsuppliers and customers.Over the years,the VIE and its subsidiaries have nurtured reliable supplierconnections and fostered customer loyalty,with repeat business and a broadcustomer base in China.The VIE has an experienced management team and a strong sales andmarketing team.The VIE has an experienced management team,led by Ms.Wen Jia,the Chairwoman ofthe board.The sales team,with substantial industry experience,builds strongcustomer relationships through regular visits.Business StrategiesKeep monitoring the market trends and diversify the product portfolioThe VIE and its subsidiaries monitor market trends and diversify their productportfolio by leveraging expertise and a strong network of suppliers and customers.This expansion beyond Apple Mobile Devices is also supported by their marketunderstanding.2Table of ContentsBuild an online platformThe VIE and its subsidiaries intend to establish a business-to-business eCommerceplatform within WeChat.This platform aims to enable convenient shopping,implementdata-driven marketing strategy refinements,and facilitate the expansion of theproduct catalog and customer network through partnerships with various stakeholdersin the supply chain.Enhance the relationships with current suppliers and customers and fosterconnections with potential new onesThe VIE and its subsidiaries aim to establish cooperative and mutually beneficialrelations with both existing and potential new suppliers,promoting transparentcommunication to ensure a consistent supply of quality products and fair terms.Additionally,the VIE is dedicated to enhancing relationships with currentcustomers and fostering connections with potential new ones by adapting its productofferings,pricing,and services to create a satisfying customer experience.Build an AI-based supply chain technology systemThe VIE and its subsidiaries aim to create an artificial intelligence-based supplychain technology system that uses market data and partner information to provideeffective business solutions,addressing common issues for small and medium-sizeddistribution partners and ultimately boosting the VIEs revenue and growth.Expand business and operations through joint ventures and/or strategicalliancesThe VIE and its subsidiaries intend to continue focusing on principal businessactivities in the electronic wholesale and related industries.They plan to exploreopportunities to collaborate with suitable partners in related industries throughstrategic alliances,joint ventures and investments.As at the date of thisprospectus,the VIE has not identified any potential joint ventures and/orstrategic alliances.Our Corporate History and StructureGalle China commenced operations in 2021.On November 8,2023,Galle Cayman wasincorporated under the laws of the Cayman Islands to facilitate offshore financing.On November 15,Galle HK was established,and on December 20,2023,Galle WFOE wasestablished,which is a wholly-owned subsidiary of Galle HK.Manya Galle,a subsidiary of Galle China,intends to carry out value-addedtelecommunications services and has obtained the Value-added TelecommunicationsBusiness Operation License issued by the Zhejiang Communications Administration forthe development of value-added telecommunications services in the future.Accordingto the Special Administrative Measures(Negative List)for Foreign InvestmentAccess(2021),the provision of value-added telecommunications services falls inthe restricted category under the Special Administrative Measures and thepercentage of foreign ownership cannot exceed 50%(except for e-commerce,domesticmulti-party communications,store-and-forward,call center).Therefore,theshareholding ratio of foreign investors in Manya Galle shall not exceed 50%,and asa result Galle WFOE was unable to acquire 100%of Galle China through merger oracquisition.On December 20,2023,Galle WFOE entered into a series of contractual arrangementswith Galle China,which we refer to as the VIE,and the shareholders of the VIE.Wedepend on these contractual arrangements with the VIE,in which we have noownership interests,and its shareholders to conduct most aspects of our operation.We have relied and expect to continue to rely on these contractual arrangements toconduct our business in China.The ordinary shares offered in this prospectus are those of Galle Cayman,insteadof shares of the VIE or its subsidiaries in China.You are not directly investingin and may never hold equity interests in the VIE in China.3Table of ContentsThe followingdiagram illustrates our corporate structure as of the date of thisprospectus and upon completion of this offering based on a proposed number of3,000,000 Ordinary Shares being offered,assuming the representative does notexercise its over-allotment option.For more detail on our corporate history,please refer to“BusinessCorporate History and Structure”beginning on page91 of this prospectus.Contractual Arrangements between Galle WFOE,the VIE and its ShareholdersThe VIE structure is used to provide investors with exposure to foreign investmentin China-based companies where Chinese law prohibits direct foreign investment inthe operating companies.Due to PRC legal restrictions on foreign ownership ofcompanies that engage in value-added telecommunication services and certain otherbusinesses,neither we nor our subsidiaries own any direct equity interest in GalleChina.To comply with PRC laws and regulations,Galle WFOE,Galle China,and theshareholders of Galle China entered into a series of contractual arrangements,alsoknown as VIE Agreements,on December 20,2023.We have evaluated the guidance inFASB ASC 810 and determined that Galle WFOE is the primary beneficiary of theconsolidated VIE,for accounting purposes,based upon such contractualarrangements.Galle Cayman has indirect ownership in 100%of the equity in GalleWFOE.Accordingly,under U.S.GAAP,we treat the VIE and its subsidiaries asconsolidated affiliated entities and have consolidated their financial results inour financial statements in accordance with U.S.GAAP.The VIE Agreements do notgive us the same controlling power as if we had equity ownership in the VIE.IfGalle China and their subsidiaries or the shareholders of Galle China fail toperform their respective obligations under the contractual arrangements,we couldbe limited in our ability to enforce the contractual arrangements.The VIEAgreements have not been tested in a court of law and the Chinese regulatoryauthorities could disallow the VIE structure,which would likely result in amaterial change in the VIE and its subsidiaries operations and the value of ourordinary shares,including that it could cause the value of such securities tosignificantly decline or become worthless.See“Risk Factors Risks Related toOur Corporate Structure”starting on page 42 for certain risks related to thecontractual arrangement.The following is a selection of the currently effective contractual arrangements byand among our wholly-owned subsidiary,Galle WFOE,and the VIE,Galle China.Thesecontractual arrangements enable us to(i)exercise our rights as the primarybeneficiary over the VIE for accounting purposes;(ii)receive the pretax incomeafter deducting relevant costs and reasonable expenses of the VIE;and(iii)havean exclusive option to purchase all or part of the equity interests in and assetsof it when and to the extent permitted by PRC law.All references to Galle Caymanor Galle WFOE as the“primary beneficiary”of the VIE are for accounting purposes.4Table of ContentsEquity Interest Pledge AgreementPursuant to the equity interest pledge agreement entered into among Galle WFOE,Galle China and the shareholders of Galle China,respectively,the shareholders ofGalle China pledged all of their equity interests in Galle China to Galle WFOE toguarantee Galle Chinas obligations under the contractual arrangements includingthe exclusive business cooperation agreement,the exclusive option agreement andthe shareholders power of attorney and this equity interest pledge agreement,aswell as any loss incurred due to events of default defined therein and all expensesincurred by Galle WFOE in enforcing such obligations of Galle China,or theirshareholders.In the event of default defined therein,upon written notice to theshareholders of Galle China,Galle WFOE,as pledgee,will have the right to disposeof the pledged equity interests in Galle China and priority in receiving theproceeds from such disposition.The shareholders of Galle China agree that,withoutGalle WFOEs prior written approval,during the term of the equity pledgeagreement,they will not dispose of the pledged equity interests or create or allowany other encumbrance on the pledged equity interests.The pledge shall becomeeffective on such date when the pledge of the equity interest contemplated in theequity interest pledge agreement is registered appropriately,and the pledge shallremain effective until all contractual obligations have been fully performed andall secured indebtedness have been fully paid.The shareholders and Galle Chinashall not have any right to terminate this agreement in any event unless otherwiserequired by PRC laws.Exclusive Business Cooperation AgreementGalle WFOE and Galle China entered into exclusive business cooperation agreementson December 20,2023,pursuant to which Galle WFOE has the exclusive right toprovide to Galle China technical support,consulting services and other servicesrelated to,among other things,design and development,operation maintenance,product consulting,and management and marketing consulting.Galle WFOE has theexclusive ownership of intellectual property rights created during the performanceof this agreement.Galle WFOE is entitled to collect a service fee equal to 100%ofthe net income of the VIE,which is the VIEs earnings before corporate income tax,representing revenues after deduction of operating costs,expenses,and othertaxes.In addition,during the term of the Exclusive Business CooperationAgreements,Galle WFOE shall bear all risks arising from or in connection with theVIEs business operation,including providing financial support to the VIE in theevent that the VIE incurs operating losses or has insufficient funds to repay itsdebts.This agreement will remain effective upon execution,and unless terminatedin accordance with the provisions of this agreement or terminated in writing byGalle WFOE.Galle China shall not have any right to terminate this agreement in anyevent unless otherwise required by PRC laws.Exclusive Option AgreementGalle WFOE,Galle China and each of the shareholders of Galle China entered intoexclusive option agreements on December 20,2023,pursuant to which each of theshareholders of Galle China irrevocably granted Galle WFOE an exclusive call optionto purchase,or have its designated person(s)to purchase,at its discretion,allor part of their equity interests in Galle China,and the purchase price shall bethe lowest price permitted by applicable PRC law.Each of the shareholders of GalleChina undertake that,without the prior written consent of Galle WFOE,they may notincrease or decrease the registered capital or change its structure of registeredcapital in other manners,dispose of its assets or beneficial interest in thematerial business or allow the encumbrance thereon of any security interest,incurany debts or guarantee liabilities,enter into any material purchase agreements,enter into any merger,acquisition or investments,amend its articles ofassociation,distribute dividends to any of the shareholders or provide any loansto third parties.The Exclusive Option Agreements,together with the EquityInterest Pledge Agreements,the Exclusive Business Cooperation Agreements,and thePowers of Attorney,make Galle WFOE the primary beneficiary of the VIE foraccounting purposes.The exclusive option agreement will remain effective until all equity interests inGalle China held by the shareholders of Galle China are transferred or assigned toGalle WFOE or its designated person(s).The shareholders of Galle China shall nothave any right to terminate this agreement in any event unless otherwise requiredby PRC laws.5Table of ContentsPower of AttorneyPursuant to the Powers of Attorney,the shareholders of the VIE unconditionally andirrevocably entrust Galle WFOE or Galle WFOEs designee to exercise all theirrights as the shareholders of the VIE under the articles of association of theapplicable VIE,including without limitation to:(a)propose to hold ashareholders meeting in accordance with the articles of association of theapplicable VIE and attend shareholders meeting of the applicable VIE as the agentand attorney of the shareholders of the applicable VIE;(b)exercise allshareholders voting rights with respect to all matters to be discussed and votedin the shareholders meeting of the applicable VIE,including,but not limited to,the right to designate and appoint the director,the chief executive officer andother senior management members of the applicable VIE;(c)exercise other votingrights the shareholders are entitled to under the laws of China promulgated fromtime to time;and(d)exercise other voting rights the shareholders are entitled tounder the articles of associations of the applicable VIE from time to time.Each of the Powers of Attorney remains effective within the term during which theshareholders of the applicable VIE remain shareholders of such VIE.Spousal Consent LettersThe spouses of the shareholders of the VIE agreed,via the spousal consent letters,to the execution of the“Transaction Documents”including:(a)the EquityInterest Pledge Agreements entered into between Galle WFOE and the VIE;(b)theExclusive Option Agreement entered into with Galle WFOE and the VIE;and(c)thePowers of Attorney entered into with Galle WFOE and the VIE,and the disposal ofthe equity of the VIE held by the shareholder of the VIE and registered in his orher names.The spouses of the shareholders of the VIE further undertook not to makeany assertions in connection with the equity of the VIE which are held by theshareholders of the VIE.The spouses of applicable shareholders of the VIEconfirmed that the shareholders can perform,amend,or terminate the TransactionDocuments without their authorization or consent.They undertook to execute allnecessary documents and take all necessary actions to ensure appropriateperformance of the agreements.Single Status StatementThe shareholder of the VIE,who does not have a marriage,states that without theconsent or authorization of others and he/she has the right to separately decide tosign the following documents(hereinafter referred to as“Transaction Documents”)including:(a)the Equity Interest Pledge Agreements entered into between GalleWFOE and the VIE;(b)the Exclusive Option Agreement entered into with Galle WFOEand the VIE;and(c)the Powers of Attorney and to dispose of the equity interestof the VIE.Although we took every precaution available to effectively enforce the contractualand corporate relationship above,these contractual arrangements may still be lesseffective than direct ownership and that the Company may incur substantial costs toenforce the terms of the arrangements.For example,the VIE and its shareholderscould breach their contractual arrangements with us by,among other things,failingto conduct their operations in an acceptable manner or taking other actions thatare detrimental to our interests.If we had direct ownership of the VIE,we wouldbe able to exercise our rights as a shareholder to effect changes in the board ofdirectors of the VIE,which in turn could implement changes,subject to anyapplicable fiduciary obligations,at the management and operational level.However,under the current contractual arrangements,we rely on the performance by the VIEand its shareholders of its obligations under the contracts to exercise our rightsas the primary beneficiary of over the VIE for accounting purposes.Theshareholders of our consolidated VIE may not act in the best interests of ourcompany or may not perform their obligations under these contracts.In addition,failure of the VIE shareholders to perform certain obligations could compel theCompany to rely on legal remedies available under PRC laws,including seekingspecific performance or injunctive relief,and claiming damages,which may not beeffective.All of these contractual arrangements are governed by PRC law and provide for theresolution of disputes through arbitration in the PRC.The legal environment in thePRC is different from other jurisdictions,such as the United States.Theuncertainties in the PRC legal system could limit our ability to enforce thesecontractual arrangements.In the event we are unable to enforce these contractualarrangements,we may not be able to exert effective power as the primarybeneficiary over the VIE and its subsidiaries for accounting purposes and we may beprecluded from operating our business,which would have a material adverse effecton our financial condition and results of operations.In addition,there isuncertainty as to whether the courts of the Cayman Islands or the PRC wouldrecognize or enforce6Table of Contentsjudgments of U.S.courts against us or such persons predicated upon the civilliability provisions of the securities laws of the UnitedStates or any state.Fora detailed description of the certainties of the VIE arrangements,see“RiskFactorsRisks Related to Our Corporate Structure.”Coronavirus(COVID-19)UpdateThe ongoing outbreak of a novel strain of coronavirus(COVID-19)has resulted inquarantines,travel restrictions,and the temporary closure of stores and businessfacilities globally for the past years.In March 2020,the World HealthOrganization declared the COVID-19 to be a pandemic.In light of the uncertain andrapidly evolving situation relating to the spread ofCOVID-19,the VIE and itssubsidiaries have taken precautionary measures intended to minimize the risk of thevirus to their employees and the communities in which they operate,includingtemporarily closing their offices and virtualizing,postponing,or canceling user,developer,creator,employee,or industry events,which may negatively impact theirbusiness.During the first half of 2022,the growth rate of the VIE and its subsidiariesbusiness was affected by the COVID-19 pandemic and related government policies.Travel restrictions imposed by local governments to contain the spread of COVID-19temporarily affected the logistics service providers,which,in turn,prevented itfrom delivering its storage products to customers.Additionally,product deliveriesfrom its suppliers were adversely affected during this period.To mitigate thenegative impact of the COVID-19 pandemic on the supply chain,the VIE and itssubsidiaries leveraged strong customer relationships and actively negotiated withtheir customers for a further delay in delivery.Simultaneously,the VIE and itssubsidiaries coordinated with the suppliers to expedite the delivery of relevantproducts.For the six months ended December 31,2023 and the year ended June 30,2022,thenegative impact of the COVID-19 pandemic on the business was significantlymitigated by:(1)the increased demand from people staying,studying,and workingfrom home for electronic devices and home appliances;(2)the reliable procurementand sales channels;and(3)the financial resilience,which prevented it fromexperiencing financial difficulties due to reduced sales and increased operationalcosts.Leveraging the relationships and extensive network with its suppliers,customers,and logistics service providers,along with its in-depth knowledge of the wholesalemarket,the VIE and its subsidiaries were able to navigate through fluctuations incustomer demands and product prices,enabling it to excel in its marketperformance.In December 2022 and up to the date of this prospectus,the PRC government hadrelaxed COVID-19 restrictions.However,from December 2022 to February 2023,theVIE and its subsidiaries witnessed an exponential increase in the infection rate ofCOVID-19 in the PRC.Some of the employees were infected with COVID-19 during thisperiod.To protect employees,the VIE and its subsidiaries implemented health andsafety protocols in the offices,warehouses,and distribution centers.This,tosome extent,led to reduced operational capacity and increased costs.Since January8,2023,China government has loosened its restrictions.And sinceMarch 2023,the pandemic no longer significantly affects the financial performance.However,there are still uncertainties ofthe COVID-19 pandemicsfuture impact,and the extent of the impact will depend on a number of factors,including theduration and severity of the COVID-19 variations;and the macroeconomic impact ofgovernment measures to contain the spread of COVID-19 variations and relatedgovernment stimulus measures.We cannot assure you that financing will be availablein amounts or on terms acceptable to us,if at all.The full extent to which theCOVID-19pandemic and the various responses to itimpact the business,operations,and financial results will depend on numerousevolving factors that we may not be able to accurately predict,including:the duration and scope of the pandemic,including any potential futurewaves of the pandemic;governmental,business,and individuals actions that have been andcontinue to be taken in response to the pandemic;the availability of and cost to access the capital markets;the effect of the pandemic on the developers;disruptions or restrictions on the employees ability to work and travel;andinterruptions related to the infrastructure and partners.7Table of ContentsDividends PolicyWe currently intend to retain all available funds and future earnings,if any,forthe operation and expansion of the business of the VIE and its subsidiaries,orsettle amounts owed under the VIE agreements,if any,and do not anticipatedeclaring or paying any dividends in the foreseeable future.Any futuredetermination related to our dividend policy will be made at the discretion of ourboard of directors after considering our financial condition,results ofoperations,capital requirements,contractual requirements,business prospects andother factors the board of directors deems relevant,and subject to therestrictions contained in any future financing instruments.Subject to the Companies Act(As Revised)of the Cayman Islands,which we refer toas the“Companies Act”below,and our memorandum and articles of association,asamended and restated from time to time,our board of directors has discretion as towhether to distribute dividends.In addition,our shareholders may by ordinaryresolution declare a dividend,but no dividend may exceed the amount recommended byour board of directors.Under Cayman Islands law,a Cayman Islands company may paya dividend out of either profit or share premium account of the Company,providedthat in no circumstances may a dividend be paid if this would result in,immediately following the date on which the dividend is proposed to be paid,thecompany being unable to pay its debts as they fall due in the ordinary course ofbusiness.Transfers of Cash to and from the VIE and Our SubsidiariesGalle Cayman is a holding company with no operations of its own.The VIE and itssubsidiaries conduct operations in China.We may rely on service fees to be paid bythe VIE to fund our cash and financing requirements,including the funds necessaryto pay dividends and other cash distributions to our shareholders,to service anydebt we may incur and to pay our operating expenses.If the VIE and itssubsidiaries incur debt on their own behalf in the future,the instrumentsgoverning the debt may restrict its ability to pay dividends or make otherdistributions to us.For the six months ended December 31,2023 and 2022 and for the years ended June30,2023 and 2022,there were no transfers between Galle Cayman,its subsidiaries,and the VIE.The Company and the VIE have no present plans to distribute earningsor settle amounts owed under the VIE agreements.They plan to retain the VIEsretained earnings to continue growing its business.No dividends or distributionshave been declared or paid to Galle Cayman from its subsidiaries or the VIE,and nodividends or distributions were made to any U.S.investors.Galle Cayman is permitted under the Cayman Islands laws to provide funding to oursubsidiaries in HongKong and PRC through loans or capital contributions withoutrestrictions on the amount of the funds,subject to satisfaction of applicablegovernment registration,approval and filing requirements.Galle HK is alsopermitted under the laws of HongKong to provide funding to Galle Cayman throughdividend distribution without restrictions on the amount of the funds.As of thedate of this prospectus,no cash transfer or transfer of other assets have occurredbetween Galle Cayman,its subsidiaries,and the VIE and its subsidiaries.As of thedate of this prospectus,none of our subsidiaries,the VIE,or the subsidiaries ofthe VIE have made any dividends or distributions to Galle Cayman.Under the current practice of the Inland Revenue Department of HongKong,no tax islevied in HongKong in respect of dividends paid by us.The laws and regulations ofthe PRC do not prohibit the transfer of cash from Galle Cayman to Galle HK or fromGalle HK to Galle Cayman,provided that each transfer shall comply with PRC foreignexchange laws and regulations.There are no restrictions or limitation under thelaws of HongKong imposed on the conversion of HK dollar into foreign currenciesand the remittance of currencies out of HongKong or across borders and to U.Sinvestors.Current PRC regulations permit Galle WFOE to pay dividends to Galle HK only out ofits accumulated profits,if any,determined in accordance with Chinese accountingstandards and regulations.In addition,Galle WFOE,as well as the VIE and itssubsidiaries in China,are required to allocate at least 10%of their after-taxprofits each year,if any,to establish a statutory reserve until this reservereaches 50%of their registered capital.Each of such entity in China is alsorequired to further set aside a portion of its after-tax profits to fund theemployee welfare fund,although the amount to be set aside,if any,is determinedat the discretion of its board of directors.Although the statutory reserves can beused,among other ways,to increase the registered capital and eliminate futurelosses in excess of retained earnings of the respective companies,the reservefunds are not distributable as cash dividends except in the event of liquidation.8Table of ContentsThe PRC government also imposes controls on the conversion of RMB into foreigncurrencies and the remittance of currencies out of the PRC.Therefore,we mayexperience difficulties in completing the administrative procedures necessary toobtain and remit foreign currency for the payment of dividends from our profits,ifany.Furthermore,if our operation entities in the PRC incur debt on their own inthe future,the instruments governing the debt may restrict their ability to paydividends or make other payments.If we or our subsidiaries are unable to receiveall of the revenues from our operations,we may be unable to pay dividends on ourordinary shares.Cash dividends,if any,on our ordinary shares will be paid in U.S.dollars.If weare considered a PRC tax resident enterprise for tax purposes,any dividends we payto our overseas shareholders may be regarded as China-sourced income and as aresult may be subject to PRC withholding tax at a rate of up to 10.0%.In order for us to pay dividends to our shareholders,we will rely on payments madefrom the VIE and its subsidiaries,to Galle WFOE,from Galle WFOE to Galle HK,andfrom Galle HK to Galle.Certain payments from the VIE and its subsidiaries to GalleHK are subject to PRC taxes,including business taxes and VAT.As of the date ofthis prospectus,our PRC subsidiary has not made any transfers or distributions.Besides the potential tax consequences,we do not anticipate any difficulties orlimitations on our ability to transfer cash between the holding company and thesubsidiaries,or between the VIE and the subsidiaries in the future.However,wehave not installed any cash management policies that dictate how funds aretransferred between the holding company,the subsidiaries and the VIE.Furthermore,to the extent cash in the business is in the PRC/HongKong or a PRC/HongKongentity,the funds may not be available to fund operations or for other use outsideof the PRC/HongKong due to interventions in or the imposition of restrictions andlimitations on the ability of the holding company,our subsidiaries,or the VIE bythe PRC government to transfer cash.Pursuant to the Arrangement between Mainland China and the Hong Kong SpecialAdministrative Region for the Avoidance of Double Taxation and Tax Evasion onIncome,or the Double Tax Avoidance Arrangement,the 10%withholding tax rate maybe lowered to 5%if a HongKong resident enterprise owns no less than 25%of a PRCentity.However,the 5%withholding tax rate does not automatically apply andcertain requirements must be satisfied,including,without limitation,that(a)theHong Kong entity must be the beneficial owner of the relevant dividends;and(b)the HongKong entity must directly hold no less than 25%share ownership inthe PRC entity during the 12 consecutive months preceding its receipt of thedividends.In current practice,a Hong Kong entity must obtain a tax residentcertificate from the Hong Kong tax authority to apply for the 5%lower PRCwithholding tax rate.As the HongKong tax authority will issue such a tax residentcertificate on a case-by-case basis,we cannot assure you that we will be able toobtain the tax resident certificate from the relevant HongKong tax authority andenjoy the preferential withholding tax rate of 5%under the Double TaxationArrangement with respect to dividends to be paid by our PRC subsidiary to itsimmediate holding company,Galle HK.As of the date of this prospectus,Galle WFOEcurrently does not have any plan to declare and pay dividends to Galle HK and wehave not applied for the tax resident certificate from the relevant HongKong taxauthority.Galle HK intends to apply for the tax resident certificate when GalleWFOE plans to declare and pay dividends to Galle HK.When Galle WFOE plans todeclare and pay dividends to Galle HK and when we intend to apply for the taxresident certificate from the relevant HongKong tax authority,we plan to informthe investors through SEC filings,such as a current report on Form8-K,prior tosuch actions.See“Risk Factors Risks Related to Doing Business inChina We are a holding company and will rely on dividends paid by oursubsidiaries and service fees paid by the VIE for our cash needs.Any limitation onthe ability of our subsidiaries to make dividend payments to us,any limitation onthe ability of the VIE to pay the service fees to us,or any tax implications ofmaking dividend payments to us,could limit our ability to pay our parent companyexpenses or pay dividends to holders of our ordinary shares.See also“Summary ofFinancial Position and Cash Flows of Galle Cayman,Subsidiaries and the VIE”starting on page 10 and“Consolidated Financial Statements”starting on page F-1.”9Table of ContentsSummary of Financial Position and Cash Flows of Galle Cayman,Subsidiaries and the VIEThe consolidated financial statements included in this prospectus reflect financialposition and cash flows of the registrant,Cayman Islands incorporated parentcompany,Galle Cayman,together with those of its subsidiaries,on a consolidatedbasis.The tables below are condensed consolidating schedules summarizingseparately the financial position and cash flows of the registrant,Cayman Islandsincorporated parent company,Galle Cayman,its subsidiaries,VIE and itssubsidiaries,together with eliminating adjustments:SELECTED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Six Months Ended December 31,2023 Galle(CaymanIslands)Subsidiary(HongKong)WFOE(PRC)VIE(PRC)Eliminations ConsolidatedTotalRevenues$48,732,478$48,732,478Service loss from VIE andVIEssubsidiaries(a)$(602,503)$602,503$Loss from a subsidiary$(602,503)$(602,503)$1,205,006$Comprehensive lossattributableto Galle Cayman$(602,503)$(602,503)$(602,503)$(602,503)$1,807,509$(602,503)For the SixMonths Ended December31,2022 Galle(CaymanIslands)Subsidiary(HongKong)WFOE(PRC)VIE(PRC)Eliminations ConsolidatedTotalRevenues$65,235,368$65,235,368Service income from VIEandVIEssubsidiaries(a)$539,511$(539,511)$Income from a subsidiary$539,511$539,511$(1,079,022)$Comprehensive incomeattributable to GalleCayman$539,511$539,511$539,511$539,511$(1,618,533)$539,511 For the Year Ended June30,2023 Galle(CaymanIslands)Subsidiary(HongKong)WFOE(PRC)VIE(PRC)Eliminations ConsolidatedTotalRevenues$103,953,416$103,953,416Service income from VIEandVIEssubsidiaries(a)$1,982,863$(1,982,863)$Income from a subsidiary$1,982,863$1,982,863$(3,965,726)$Comprehensive incomeattributable to GalleCayman$1,982,863$1,982,863$1,982,863$1,982,863$(5,948,589)$1,982,863 For the Year Ended June30,2022 Galle(CaymanIslands)Subsidiary(HongKong)WFOE(PRC)VIE(PRC)Eliminations ConsolidatedTotalRevenues$77,015,727$77,015,727Service loss from VIE andVIEssubsidiaries(a)$(80,996)$80,996$Loss from a subsidiary$(80,996)$(80,996)$161,992$Comprehensive lossattributable to GalleCayman$(80,996)$(80,996)$(80,996)$(80,996)$242,988$(80,996)10Table of ContentsSELECTED CONDENSED CONSOLIDATED BALANCE SHEETS As of December31,2023 Galle(CaymanIslands)Subsidiary(HongKong)WFOE(PRC)VIE(PRC)Eliminations ConsolidatedTotalCash andrestrictedcash$5,342,949$5,342,949Total currentassets$37,178,069$37,178,069Investments in asubsidiary$10,056,130$10,056,130$(20,112,260)$Service feereceivable duefrom VIE andVIEssubsidiaries$10,056,130$(10,056,130)$Total Assets$10,056,130$10,056,130$10,056,130$38,328,398$(30,168,390)$38,328,398TotalLiabilities$28,251,418$28,251,418Total GalleCaymanShareholdersEquity$10,056,130$10,056,130$10,056,130$10,056,130$(30,168,390)$10,056,130Non-controllinginterest$20,850$20,850TotalLiabilitiesand Equity$10,056,130$10,056,130$10,056,130$38,328,398$(30,168,390)$38,328,398 As of June30,2023 Galle(CaymanIslands)Subsidiary(HongKong)WFOE(PRC)VIE(PRC)Eliminations ConsolidatedTotalCash andrestricted cash$41,408,163$41,408,163Total currentassets$88,282,204$88,282,204Investments in asubsidiary$2,896,085$2,896,085$(5,792,170)$Service feereceivable duefrom VIE andVIEssubsidiaries$2,896,085$(2,896,085)$Total Assets$2,896,085$2,896,085$2,896,085$88,645,771$(8,688,255)$88,645,771Total Liabilities$85,678,898$85,678,898Total Galle CaymanShareholdersEquity$2,896,085$2,896,085$2,896,085$2,896,085$(8,688,255)$2,896,085Non-controllinginterest$70,788$70,788Total Liabilitiesand Equity$2,896,085$2,896,085$2,896,085$88,645,771$(8,688,255)$88,645,771 As of June30,2022 Galle(CaymanIslands)Subsidiary(HongKong)WFOE(PRC)VIE(PRC)Eliminations ConsolidatedTotalCash andrestricted cash$25,097,285$25,097,285Total currentassets$42,706,737$42,706,737Investments in asubsidiary$389,249$389,249$(778,498)$Service feereceivable duefrom VIE andVIEssubsidiaries$389,249$(389,249)$Total Assets$389,249$389,249$389,249$42,907,473$(1,167,747)$42,907,473Total Liabilities$42,537,156$42,537,156Total GalleCaymanShareholdersEquity$389,249$389,249$389,249$389,249$(1,167,747)$389,249Non-controllinginterest$(18,932)$(18,932)Total Liabilitiesand Equity$389,249$389,249$389,249$42,907,473$(1,167,747)$42,907,47311Table of ContentsSELECTED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the SixMonths Ended December31,2023 Galle(CaymanIslands)Subsidiary(HongKong)WFOE(PRC)VIE(PRC)Eliminations ConsolidatedTotalNet cash providedby operatingactivities$4,369,262$4,369,262Net cash used ininvestingactivities$(3,255,514)$(3,255,514)Net cash used infinancingactivities$(37,373,527)$(37,373,527)For the SixMonths Ended December31,2022 Galle(CaymanIslands)Subsidiary(HongKong)WFOE(PRC)VIE(PRC)Eliminations ConsolidatedTotalNet cash used inoperatingactivities$(2,364,659)$(2,364,659)Net cash used ininvestingactivities$(58,298)$(58,298)Net cash providedby financingactivities$26,456,237$26,456,237 For the Year Ended June30,2023 Galle(CaymanIslands)Subsidiary(HongKong)WFOE(PRC)VIE(PRC)Eliminations ConsolidatedTotalNet cash used inoperatingactivities$(4,141,550)$(4,141,550)Net cash used ininvestingactivities$(67,655)$(67,655)Net cash providedby financingactivities$23,209,254$23,209,254 For the Year Ended June30,2022 Galle(CaymanIslands)Subsidiary(HongKong)WFOE(PRC)VIE(PRC)Eliminations ConsolidatedTotalNet cash used inoperatingactivities$(17,907,376)$(17,907,376)Net cash used ininvestingactivities$(18,662)$(18,662)Net cash providedby financingactivities$43,977,147$43,977,147_(a)Based on the VIE agreements the WFOE entered into with the shareholders of Galle China onDecember 20,2023,the service fee income from consulting services for the six months endedDecember 31,2023 and 2022 and for theyears ended June30,2023 and 2022,includes thenet income excluding the net income attributable to non-controlling interest since the dateof the VIE agreements.ROLL-FORWARD OF INVESTMENT IN SUBSIDIARIES AND VIEBalance,June30,2021$Comprehensive loss for the year(80,996)Balance,June30,2022$(80,996)Comprehensive income for the year 1,982,863Balance,June30,2023$1,901,867Comprehensive loss for the period(602,503)Balance,December 31,2023$1,299,36412Table of ContentsSummary of Risk FactorsInvesting in our ordinary shares involves a high degree of risk.Below is a summaryof material factors that make an investment in our ordinary shares speculative orrisky.Importantly,this summary does not address all of the risks that we face.Please refer to the information contained in and incorporated by reference underthe heading“Risk Factors”on page24 of this prospectus.Risks Related to Doing Business in ChinaRisks related to doing business in China,beginning on page 24 of this prospectus,include but are not limited to the following:“We are a holding company and will rely on dividends paid by oursubsidiaries and service fees paid by the VIE for our cash needs.Anylimitation on the ability of our subsidiaries to make dividend payments tous,any limitation on the ability of the VIE to pay the service fees tous,or any tax implications of making dividend payments to us,could limitour ability to pay our parent company expenses or pay dividends to holdersof our ordinary shares.”“Uncertainties with respect to the PRC legal system,includinguncertainties regarding the enforcement of laws,and sudden or unexpectedchanges in laws and regulations in China with little advance notice couldadversely affect us and limit the legal protections available to you andus.”See page 25.“The filing,approval or other administration requirements of the ChineseSecurities Regulatory Commission(the“CSRC”)or other PRC governmentauthorities may be required in connection with our future offshoreoffering under PRC law,and,if required,we cannot predict whether or forhow long we will be able to complete the filing procedure with the CSRCand obtain such approval or complete such filing,as applicable.”Seepage 26.“Any actions by the Chinese government to exert more oversight andcontrol over offerings that are conducted overseas and foreign investmentin China-based issuers could significantly limit or completely hinder ourability to offer or continue to offer our ordinary shares to investors andcause the value of our ordinary shares to significantly decline or beworthless.The M&A Rules and certain other PRC regulations establishcomplex procedures for some acquisitions of Chinese companies by foreigninvestors,which could make it more difficult for us to pursue growththrough acquisitions in China.”See page 28.“There are significant legal and other obstacles to obtaining informationneeded for shareholder investigations or litigation outside China orotherwise with respect to foreign entities.”See page 29.“We must remit the offering proceeds to China before they may be used tobenefit our business in China,and this process may take severalmonthsto complete.PRC regulation of loans to and direct investment in PRCentities by offshore holding companies to PRC entities may delay orprevent us from making loans or additional capital contributions to GalleWFOE,the VIE and the VIEs subsidiaries,which could materially andadversely affect our liquidity and our ability to fund and expand thebusiness of the VIE and the VIEs subsidiaries.”See page 29.“Adverse changes in political and economic policies of the PRC governmentcould have a material adverse effect on the overall economic growth ofChina,which could reduce the demand for the products and services of theVIE and its subsidiaries and materially and adversely affect thecompetitive positions of the VIE and its subsidiaries.”See page 30.“Changes in Chinas economic,political or social conditions orgovernment policies could have a material adverse effect on the businessand results of operations of the VIE or the VIEs subsidiaries.See page31.“The Chinese government may intervene or influence the operations of theVIE and its subsidiaries at any time,which could result in a materialchange in their operations and/or the value of our ordinary shares.”Seepage 31.“We may lose the ability to offer or continue to offer securities toinvestors and cause the value of such securities to significantly declineor be worthless if the Chinese government may exert more oversight andcontrol over offerings that are conducted overseas and/or foreigninvestment in China-based issuers.”See page 31.13Table of Contents“Under the PRC Enterprise Income Tax Law,Galle Cayman or Galle HK may beclassified as a“Resident Enterprise”of China.Such classification willlikely result in unfavorable tax consequences to us and our non-PRCshareholders.”See page 32.“We may be exposed to liabilities under the Foreign Corrupt Practices Actand Chinese anti-corruption law.”See page 33.“Governmental control of currency conversion may affect the value of yourinvestment.”See page 33.“To the extent cash or assets in the business is in the PRC or Hong Kongor a PRC or Hong Kong entity,the funds or assets may not be available tofund operations or for other use outside of the PRC or Hong Kong due tointerventions in or the imposition of restrictions and limitations on theability of us or our subsidiaries by the PRC government to transfer cashor assets.”See page 33.“The business may be materially and adversely affected if the VIE and itssubsidiaries declare bankruptcy or become subject to a dissolution orliquidation proceeding.”See page 34.“Fluctuations in exchange rates could adversely affect the business andthe value of our securities.”See page 34.“Increases in labor costs in the PRC may adversely affect the businessand results of operations of the VIE and its subsidiaries.”See page 34.“Failure to make adequate contributions to various employee benefitsplans as required by PRC regulations may subject the VIE and itssubsidiaries to penalties.”See page 35.“The VIE and its subsidiaries may become subject to a variety of laws andregulations in the PRC regarding privacy,data security,cybersecurity,and data protection.The VIE and its subsidiaries may be liable forimproper use or appropriation of personal information provided by theircustomers.”See page 35.“If we become directly subject to the recent scrutiny,criticism andnegative publicity involving U.S.-listed Chinese companies,we may have toexpend significant resources to investigate and resolve the matter whichcould harm the business operations,this offering and our reputation andcould result in a loss of your investment in our ordinary shares,especially if such matter cannot be addressed and resolved favorably.”See page 38.“You may experience difficulties in effecting service of legal process,enforcing foreign judgments,or bringing actions in China against the VIEand its subsidiaries or their management.It may also be difficult for youor overseas regulators to conduct investigations or collect evidencewithin China.”See page 39.“The financial and operating performance of the VIE and its subsidiariesmay be adversely affected by general economic conditions,naturalcatastrophic events,epidemics,and public health crises that impact thewholesaling industry of electronic devices.”See page 39.“The recent joint statement by the SEC and PCAOB,proposed rule changessubmitted by Nasdaq,and the Holding Foreign Companies Accountable Act allcall for additional and more stringent criteria to be applied to emergingmarket companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by thePCAOB.These developments could add uncertainties to our offering.”Seepage 40.“The approval of the China Securities Regulatory Commission may berequired in connection with this offering,and,if required,we cannotpredict whether we will be able to obtain such approval.”See page41.Risks Related to Our Corporate StructureRisks related to our corporate structure,beginning on page 42 of this prospectus,include but are not limited to the following:“If the PRC government deems that the contractual arrangements inrelation to Galle China,the VIE,do not comply with PRC regulatoryrestrictions on foreign investment in the relevant industries,or if theseregulations or the interpretation of existing regulations change in thefuture,we could be subject to severe penalties or be forced to relinquishour interests in those operations.”See page 42.14Table of Contents“The shareholders of the VIE may have actual or potential conflicts ofinterest with us,which may materially and adversely affect our businessand financial condition.”See page 44.“Our VIE Agreements are governed by PRC law.Accordingly,these contractswould be interpreted in accordance with PRC law,and any disputes would beresolved in accordance with PRC legal procedures.”See page 44.“Any failure by the VIE,or their shareholders to perform theirobligations under the VIE Agreements with them would have a materialadverse effect on our business.”See page 44.“The VIE Agreements in relation to the VIE may be subject to scrutiny bythe PRC tax authorities and they may determine that we or the VIE oweadditional taxes,which could negatively affect our financial conditionand the value of your investment.”See page 45.“We may lose the ability to use,or otherwise benefit from,the licenses,approvals and assets held by the VIE,which could severely disrupt ourbusiness,render us unable to conduct some or all of our businessoperations and constrain our growth.”See page 45.Risks Related to the Business and IndustryRisks related to our business and industry,beginning on page 45 of thisprospectus,include but are not limited to the following:“The historical growth rate and performance of the VIE and itssubsidiaries may not be sustainable or indicative of their future growthand financial results.We cannot guarantee that they will be able tomaintain the growth rate they have experienced to date.”See page 45.“The success of the business relies on retaining existing customers andattracting new ones.”See page 46.“The business depended on its relationship with one supplier duringfiscal years 2022 and 2023.Any changes or difficulties with the suppliersof the VIE and its subsidiaries may harm its business and its financialstability.If there is supplier concentration,the VIE and itssubsidiaries may be exposed to significant risks affecting their financialstability and operational performance.”See page 46.“Fluctuations in product prices can significantly impact theprofitability and potentially result in losses.”See page 46.“The business operations may be subject to seasonality.”See page 47.“Risks associated with the manufacturers of the products the VIE and itssubsidiaries hold as their own inventory could significantly and adverselyimpact the financial performance,as well as the reputation and brand.”See page 47.“The development of manufacturers online and offline stores,includingexperience stores,could lead to a decrease in the sales and operatingresults,limiting the abilities of the VIE and its subsidiaries to growbusiness.”See page 47.“Product issues may trigger liability claims,recalls,regulatoryactions,and harm financial health by diverting resources,disruptingoperations,and increasing costs.”See page 47.“The success depends on the continuing efforts of senior management andkey employees.”See page 47.“The failure to effectively manage the business expansion,includingentry into new areas of business,would significantly impact the resultsof operations and prospects.”See page 48.“Damage to the brand image could significantly and adversely affect thegrowth strategy,as well as the business,financial condition,results ofoperations,and prospects.”See page 48.“The business may require significant capital investments,which mightnot always be obtainable at favorable terms.Failing to executestrategies,including growth initiatives,could harm the financial health,operations,and cash flows.”See page 49.“New lines of business or new products and services may impose additionalrisks.”See page 49.15Table of Contents“The VIE and its subsidiaries primarily engage in wholesaling electronicdevices.Factors that adversely affect the electronic device industrycould have a material adverse effect on the business,financial condition,results of operations,and prospects.”See page 49.“The industries in which the VIE and its subsidiaries operate are highlycompetitive and fragmented,the VIE and its subsidiaries may not be ableto maintain or may lose market share and customers if they fail to competeeffectively.”See page 50.“If we fail to implement and maintain an effective system of internalcontrols,we may be unable to accurately or timely report our results ofoperations or prevent fraud,and investor confidence and the market priceof our ordinary shares may be materially and adversely affected.”Seepage 50.Risks Related to Intellectual PropertyRisks related to intellectual property,beginning on page 52 of this prospectus,include but are not limited to the following:“The VIE and its subsidiaries may face challenges in protecting andenforcing their trademarks and trade names,as well as establishing namerecognition in their target markets,potentially harming their competitivepositions.”See page 52.“If the VIE and its subsidiaries are not able to adequately protect theirproprietary intellectual property and information and protect againstthird party allegations,harassment,or other detrimental conduct,ourresults of operations could be adversely affected.”See page 52.“Third parties may assert that the VIE and its subsidiaries employeesor contractors have wrongfully used or disclosed confidential informationor misappropriated trade secrets,which could result in litigation.”Seepage 52.Risks Related to the Offering and Our Ordinary SharesRisks related to the offering and our ordinary shares,beginning on page 53 of thisprospectus,include but are not limited to the following:“The trading price of the ordinary shares is likely to be volatile,whichcould result in substantial losses to investors.”See page 53.“We may experience extreme stock price volatility,including any stock-run up,unrelated to our actual or expected operating performance,financial condition or prospects,making it difficult for prospectiveinvestors to assess the rapidly changing value of our ordinary shares.”See page 54.“We have not paid dividends to our shareholders.And we do not expect topay cash dividends in the foreseeable future.”See page 54.“For as long as we are an emerging growth company,we will not berequired to comply with certain reporting requirements.”See page 55.“As a foreign private issuer,we are not subject to certainU.S.securities law disclosure requirements that apply to a domesticU.S.issuer,which may limit the information publicly available to ourshareholders.”See page 55.“Our compensation of directors and officers may not be publiclyavailable.”See page 55.“Because we are a foreign private issuer and are exempt from certainNasdaq corporate governance standards applicable to U.S.issuers,you willhave less protection than you would have if we were a domestic issuer.”See page 56.16Table of ContentsImplication of Holding Foreign Companies Accountable ActU.S.laws and regulations,including the Holding Foreign Companies Accountable Act,or HFCAA,may restrict or eliminate our ability to complete a business combinationwith certain companies,particularly those acquisition candidates with substantialoperations in China.On March 24,2021,the SEC adopted interim final rules relating to theimplementation of certain disclosure and documentation requirements of theHFCAA.An identified issuer will be required to comply with these rules if the SECidentifies

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  • 金特安(KTA)美股IPO上市招股说明书(237页).pdf

    F-1 1 ea0202464-05.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on May 13,2024.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORMF-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_KINGTITAN TECHNOLOGY LIMITED金特安科技有限公司(Exact name of registrant as specified in its charter)_Cayman Islands 3011 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)Longhao Industrial Park,Tongzheng West Road,Luchuan County,Yulin City,Guangxi Province,The Peoples Republic of China 86 775 2299 666(Address,including zip code,and telephone number,including area code,ofregistrants principal executive offices)_Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168800-221-0102(Name,address,including zip code,and telephone number,including area code,ofagent for service)_With a Copy to:Ying Li,Esq.Lisa Forcht,Esq.Hunter Taubman Fischer&Li LLC950 Third Avenue,19th FloorNewYork,NY10022212-530-2206 Fang Liu,Esq.VCL Law LLP1945 Old Gallows Road,Suite 260Vienna,VA22182703-919-7285_Approximate date of commencement of proposed sale to the public:Promptly after theeffective date of this registration statement.If any of the securities being registered on this Formare to be offered on a delayed or continuousbasis pursuant to Rule415 under the Securities Actof1933 check the following box.If this Form is filed to register additional securities for an offering pursuant toRule462(b)under the Securities Act,please check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the sameoffering.If this Formis a post-effective amendment filed pursuant to Rule462(c)under the SecuritiesAct,check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offeringIf this Formis a post-effective amendment filed pursuant to Rule462(d)under the SecuritiesAct,check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offeringIndicate by check mark whether the registrant is an emerging growth company as defined in Rule405of the Securities Actof1933Emerging growth companyIf an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section7(a)(2)(B)of the Securities ActThe Registrant hereby amends this registration statement on such date or dates as maybe necessary to delay its effective date until the Registrant shall file a furtheramendment which specifically states that this registration statement shall thereafterbecome effective in accordance with Section8(a)of the Securities Act,or until theregistration statement shall become effective on such date as the U.S.Securitiesand Exchange Commission,acting pursuant to such Section8(a),may determine.Table of ContentsThe information in this preliminary prospectus is not complete and may be changed.Wemay not sell the securities until the registration statement filed with theU.S.Securities and Exchange Commission is effective.This preliminary prospectus isnot an offer to sell these securities and it is not soliciting any offer to buy thesesecurities in any jurisdiction where such offer or sale is not permitted.SUBJECT TO COMPLETIONPRELIMINARY PROSPECTUS DATED,20243,750,000 ClassA Ordinary SharesKINGTITAN TECHNOLOGY LIMITED 金特安科技有限公司This is an initial public offering of our ClassA ordinary shares,par value$0.0001per share(“ClassA Ordinary Shares”).The offering of our ClassA Ordinary Sharesis being conducted on a firm commitment basis by Cathay Securities,Inc.See“Underwriting.”Prior to this offering,there has been no public market for ourClassA Ordinary Shares or ClassB ordinary shares,par value$0.0001 per share(“ClassB Ordinary Shares”).We currently expect that the initial public offeringprice for our ClassA Ordinary Shares will be in the range of$4.00 to$6.00 pershare.Our authorized share capital is$50,000 divided into 400,000,000 ClassA OrdinaryShares and 100,000,000 Class B Ordinary Shares,and we have 16,609,201 Class AOrdinary Shares and 3,390,799 Class B Ordinary Shares issued and outstanding,respectively.Holders of ClassA Ordinary Shares and ClassB Ordinary Shares havethe same rights except for voting and conversion rights.In respect of mattersrequiring a vote of all shareholders,each holder of ClassA Ordinary Shares will beentitled to one(1)vote per one ClassA Ordinary Share and each holder of ClassBOrdinary Shares will be entitled to thirty(30)votes per one Class B OrdinaryShare.The ClassA Ordinary Shares are not convertible into ClassB Ordinary Sharesunder any circumstances.The ClassB Ordinary Shares are convertible into ClassAOrdinary Shares at any time after issuance at the option of the holder on a one-to-one basis.Upon any transfer or disposition of ClassB Ordinary Shares by a holderthereof to any person or entity which is not an affiliate of such holder,suchClassB Ordinary Shares validly transferred to the new holder shall be automaticallyand immediately converted into such number of ClassA Ordinary Shares on a one-to-one basis.Unless otherwise stated,as used in this prospectus,the terms“KTA Cayman,”“we,”“us,”“our Company,”and the“Company”refer to KINGTITAN TECHNOLOGY LIMITED 金特安科技有限公司,an exempted company with limited liability incorporated under thelaws of Cayman Islands;“KTA BVI”refers to KINGTITAN(BVI)LIMITED,a companyformed under the laws of the British Virgin Islands,which is wholly owned by KTACayman;“KTA HK”refers to KINGTITAN(HK)LIMITED,a Hong Kong corporation andwholly owned subsidiary of KTA BVI;“KTA WFOE”refers to Kingtitan Technology(Luchuan)Co.,Ltd.,a limited liability company organized under the laws of the PRC,which is wholly owned by KTA HK;the“Operating Entity”or“Yulin KTA”refers toGuangxi Yulin Kingtitan Technology Co.,Ltd.,a limited liability company organizedunder the laws of the Peoples Republic of China(the“PRC”),which is 88.24%ownedby KTA WFOE;and the“PRC subsidiaries”refers to KTA WFOE and the Operating Entity,collectively.We have reserved the symbol“KTA”for purposes of listing our ClassA OrdinaryShares on the Nasdaq Capital Market(“Nasdaq”)and will apply to list our ClassAOrdinary Shares on Nasdaq.At this time,Nasdaq has not yet approved our applicationto list our ClassA Ordinary Shares.The closing of this offering is conditionedupon Nasdaqs final approval of our listing application,and there is no assurancethat our ClassA Ordinary Shares will be approved for listing on Nasdaq.Investing in our ClassA Ordinary Shares involves a high degree of risk,including the risk of losing your entire investment.See“Risk Factors”beginning on page 15 to read about factors you should consider beforebuying our ClassA Ordinary Shares.We are a holding company incorporated in the Cayman Islands with no materialoperations of our own and not a Chinese operating company.We conduct a substantialmajority of our operations through the Operating Entity established in the PRC.TheClassA Ordinary Shares offered in this prospectus are shares of the Cayman Islandsholding company instead of shares of the Operating Entity in the PRC.Holders of ourClassA Ordinary Shares do not directly own any equity interests in the OperatingEntity,but will instead own shares of the Cayman Islands holding company.Wedirectly hold equity interests in the PRC subsidiaries and do not utilize variableinterest entity(“VIE”)contractual agreements among the entities that may adverselyaffect investors or the value of their investment.The Chinese regulatory authoritiescould disallow our corporate Table of Contentsstructure,which would likely result in a material change in our operations and/or amaterial change in the value of our ClassA Ordinary Shares,including that it couldcause the value of our ClassA Ordinary Shares to significantly decline or becomeworthless.See“Risk Factors Risks Relating to Doing Business in the PRC Giventhe Chinese governments significant oversight and discretion over the conduct ofour PRC subsidiaries operations,the Chinese government may intervene,influence orcontrol their operations at any time,which could result in a material change in ourPRC subsidiaries operations and/or the value of our Class A Ordinary Shares.”We are subject to certain legal and operational risks associated with the businessoperations of the PRC subsidiaries being based in China,which could cause the valueof our securities to significantly decline or become worthless.Applicable PRC lawsand regulations governing such current business operations are sometimes vague anduncertain,and as a result,these risks may result in material changes in theoperations of the PRC subsidiaries,significant depreciation of the value of ourClass A Ordinary Shares,or a complete hindrance of our ability to offer,orcontinue to offer,our securities to investors.Recently,the PRC government adopteda series of regulatory actions and issued statements to regulate business operationsin China with little advance notice,including cracking down on illegal activities inthe securities market,adopting new measures to extend the scope of cybersecurityreviews,and expanding the efforts in anti-monopoly enforcement.On December 28,2021,13 governmental departments of the PRC,including the Cyberspace Administrationof China(the“CAC”),issued the Cybersecurity Review Measures,which becameeffective on February 15,2022.As of the date of this prospectus,we have notreceived any notice from any authorities identifying our PRC subsidiaries as criticalinformation infrastructure operators(“CIIOs”)or requiring us to go throughcybersecurity review by the CAC.As confirmed by our PRC counsel,AllBright LawOffices(Fuzhou)(“AllBright”),neither the operations of our PRC subsidiaries,norour listing are expected to be affected,and that we are not subject to cybersecurityreview by the CAC under the Cybersecurity Review Measures,given that Yulin KTA isnot a CIIO or online platform operator with personal information of more than onemillion users.See“Risk Factors Risks Relating to Doing Business in thePRC The impact of the CACs increasing oversight over data security remainshighly uncertain,particularly for companies with substantial China operationsseeking to list on a foreign stock exchange.”On February 17,2023,the China Securities Regulatory Commission(the“CSRC”)promulgated the Trial Administrative Measures of Overseas Securities Offering andListing by Domestic Companies(the“Trial Measures”)and five supporting guidelines,which came into effect on March31,2023.We are required to file with the CSRC forthis offering pursuant to the Trial Measures.As of the date of this prospectus,wesubmitted the CSRC filing documents for our offering,and completed the filingprocedure with the CSRC on March 21,2024.Other than the foregoing,according toAllBright,as of the date of this prospectus,neither we and nor our subsidiaries arerequired to obtain any other permissions from any PRC authorities to operate or toissue our ClassA Ordinary Shares to foreign investors or otherwise relating to ourClass A Ordinary Shares.In addition,neither we nor our PRC subsidiaries havereceived any denials for our operations or the issuance of our Class A OrdinaryShares with respect to this offering.Since these statements and regulatory actionsare newly published,however,government actions in the future,including anydecision to intervene or influence the operations of the PRC subsidiaries at any timeor to exert control over an offering of securities conducted overseas and/or foreigninvestment in China-based issuers,may cause us to make material changes to theoperations of the PRC subsidiaries,may significantly limit or completely hinder ourability to offer or continue to offer securities to investors,and/or may cause thevalue of such securities to significantly decline or be worthless.See“RiskFactorsRisks Relating to Doing Business in the PRCThe filing with the CSRCis required in connection with this offering,and we cannot predict whether we willbe able to complete such filing.”On February 24,2023,the CSRC,Ministry of Finance of the PRC,NationalAdministration of State Secrets Protection and National Archives Administration ofChina jointly revised the Provisions on Strengthening Confidentiality and ArchivesAdministration in Overseas Issuance and Listing of Securities(the“Confidentialityand Archives Administration Provisions”),which came into effect on March 31,2023.The Confidentiality and Archives Administration Provisions require that,overseaslisted PRC domestic enterprises,as well as those to be listed,shall establish theconfidentiality and archives system,and shall complete approval and filingprocedures with competent authorities,if such PRC domestic enterprises or theiroverseas listing entities provide or publicly disclose documents or materialsinvolving state secrets and work secrets of PRC government agencies to relevantsecurities companies,securities service institutions,overseas regulatory agenciesand other entities and individuals.We believe that this offering does not involvethe disclosure of any state secret or confidential information of governmentagencies,nor does it harm national security and public interests.As of the date ofthis prospectus,we have not received any formal warning,sanction,or objection fromthe CSRC with respect to this offering.However,the Trial Measures and theConfidentiality and Archives Administration Provisions were newly published and thereexists uncertainty with respect Table of Contentsto their implementation.Any failure or perceived failure of us to fully comply withsuch new filing requirements under the Trial Measures may result in forcedrectification,warnings and fines against us and could significantly hinder ourability to offer or continue to offer securities.In addition,our Class A Ordinary Shares may be prohibited from trading on anational exchange under the Holding Foreign Companies Accountable Act(the“HFCAAct”),if the Public Company Accounting Oversight Board(United States)(the“PCAOB”)is unable to inspect our auditors for two consecutive years.OnDecember 16,2021,the PCAOB issued a report on its determinations that it wasunable to inspect or investigate completely PCAOB-registered public accounting firmsheadquartered in mainland China and in HongKong,because of positions taken by PRCauthorities in those jurisdictions.Our auditor,TPS Thayer,LLC,is headquartered inSugar Land,Texas,and has been inspected by the PCAOB on a regular basis,with thelast inspection in September 2022.The PCAOB currently has access to inspect theworking papers of our auditor and our auditor is not subject to the determinationsannounced by the PCAOB on December16,2021.If trading in our ClassA OrdinaryShares is prohibited under the HFCA Act in the future because the PCAOB determinesthat it cannot inspect or fully investigate our auditor at such future time,Nasdaqmay determine to delist our Class A Ordinary Shares and trading in our Class AOrdinary Shares could be prohibited.On August26,2022,the CSRC,the Ministry ofFinance of the PRC(the“MOF”),and the PCAOB signed a Statement of Protocol(the“Protocol”),governing inspections and investigations of accounting firms based inmainland China and HongKong,taking the first step toward opening access for thePCAOB to inspect and investigate registered public accounting firms headquartered inmainland China and Hong Kong.Pursuant to the fact sheet with respect to theProtocol disclosed by the U.S.Securities and Exchange Commission(the“SEC”),thePCAOB shall have independent discretion to select any issuer audits for inspection orinvestigation and has the unfettered ability to transfer information to the SEC.OnDecember15,2022,the PCAOB determined that the PCAOB was able to secure completeaccess to inspect and investigate registered public accounting firms headquartered inmainland China and HongKong and voted to vacate its previous determinations to thecontrary.However,should PRC authorities obstruct or otherwise fail to facilitatethe PCAOBs access in the future,the PCAOB will consider the need to issue a newdetermination.On June22,2021,the U.S.Senate passed the Accelerating HoldingForeign Companies Accountable Act,and on December29,2022,legislation entitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)was signed into law by President Biden,which contained,among other things,anidentical provision to the Accelerating Holding Foreign Companies Accountable Act,and amended the HFCA Act by requiring the SEC to prohibit an issuers securitiesfrom trading on any U.S.stock exchanges if its auditor is not subject to PCAOBinspections for two consecutive years instead of three,thus reducing the timeperiod for triggering the prohibition on trading in our securities if the PCAOB isunable to inspect our accounting firm at such future time.See“RiskFactorsRisks Relating to Doing Business in the PRCRecent joint statementby the SEC and the PCAOB,rule changes by Nasdaq,and the HFCA Act all call foradditional and more stringent criteria to be applied to emerging market companiesupon assessing the qualification of their auditors,especially the non-U.S.auditorswho are not inspected by the PCAOB.These developments could add uncertainties toour continued listing or future offerings of our securities in the U.S.”As of the date of this prospectus,none of our subsidiaries have made any dividendsor distributions to our Company and our Company has not made any dividends ordistributions to our shareholders.As of the date of this prospectus,no cashtransfers,transfers of other assets,dividends,or distributions have occurred amongour Company,our subsidiaries,and the consolidated entities,or to investors.Weintend to keep any future earnings to finance the expansion of our business,and wedo not anticipate that any cash dividends will be paid in the foreseeable future.Ifwe determine to pay dividends on any of our ClassA Ordinary Shares in the future,as a holding company,we will be dependent on receipt of funds from our HongKongsubsidiary,KTA HK.KTA HK will rely on payments made from KTA WFOE,which will inturn rely on payments made from Yulin KTA as dividends.However,as the PRCgovernment imposes control over currency conversion,it has the authority to conductexchange transfer reviews,which may impose certain limitations on our ability totransfer cash among our Company,our subsidiaries,and our investors,primarilyreflected in the following aspects:(i)we are restricted from injecting capital in,or providing loans to,PRC subsidiaries,which may adversely affect the operations ofour PRC subsidiaries;(ii)our PRC subsidiaries may be restricted from payingdividends to us;and(iii)if we are unable to obtain dividends from our PRCsubsidiaries,it may adversely impact our dividends distribution to investors.See“Risk FactorsRisks Relating to Doing Business in the PRCWe may rely ondividends and other distributions on equity paid by our PRC subsidiaries to fund anycash and financing requirements we may have,and any limitation on the ability of ourPRC subsidiaries to make payments to us could have a material and adverse effect onour ability to conduct the business.”Further,to the extent cash or assets in thebusiness are in Table of Contentsthe PRC/Hong Kong or a PRC/Hong Kong entity,the funds or assets may not beavailable to fund operations or for other use outside of the PRC/HongKong due tointerventions in or the imposition of restrictions and limitations on the ability ofour Company or our subsidiaries by the PRC government to transfer cash or assets.There is no assurance the PRC government will not intervene in or impose restrictionson the ability of our Company or our subsidiaries to transfer cash or assets.As ofthe date of this prospectus,we do not have any cash management policies orprocedures that dictate how funds are transferred within our organization.See“Prospectus SummaryAsset Transfers Between Our Company and Our Subsidiaries,”“Prospectus Summary Dividends or Distributions Made to Our Company andU.S.Investors and Tax Consequences,”and our consolidated financial statementsincluded elsewhere in this prospectus.We are an“emerging growth company”as defined under the federal securities laws andwill be subject to reduced public company reporting requirements.Please read thedisclosures beginning on page10 of this prospectus for more information.Following the completion of this offering,Mr.Bing Wang,our CEO and Chairman ofthe Board of Directors,will beneficially own 84.93%of the aggregate voting power ofour issued and outstanding ClassA Ordinary Shares and ClassB Ordinary Shares,as agroup,assuming no exercise of the over-allotment option,or approximately 84.54%,assuming full exercise of the over-allotment option,in each case excluding thenumber of ClassA Ordinary Shares issuable upon the exercise of the RepresentativesWarrants(as defined below).As such,we will be deemed to be a“controlled company”under Nasdaq Marketplace Rules 5615(c).However,even if we are deemed to be a“controlled company,”we do not intend to avail ourselves of the corporategovernance exemptions afforded to a“controlled company”under the NasdaqMarketplace Rules.See“Risk FactorsRisks Relating to this Offering and theTrading MarketSince we are a controlled company within the meaning of theNasdaq listing rules,we may follow certain exemptions from certain corporategovernance requirements that could adversely affect our public shareholders.”Per Share TotalWithoutOver-AllotmentOption Total WithOver-AllotmentOptionInitial public offering price$5.00$18,750,000$21,562,500Underwriters discounts(1)$0.35$1,312,500$1,509,375Proceeds to our company beforeexpenses(2)$4.65$17,437,500$20,053,125_(1)We have agreed to pay Cathay Securities,Inc.(the“Representative”),the representative onbehalf of the underwriters,a fee equal to 7%of the gross proceeds of the offering.We haveagreed to grant to the underwriters a 45-day option to purchase up to 15%of the aggregatenumber of Class A Ordinary Shares sold in the offering.See“Underwriting”starting onpage 147 of this prospectus for more information regarding our arrangements with theunderwriters.(2)In addition to the underwriting discounts listed above,we have agreed to issue,upon closingof this offering,warrants to the Representative,exercisable at any time and from time totime,in whole or in part,during the five-year period commencing 180 days from thecommencement of this offering,entitling the Representative to purchase 4%of the total numberof ClassA Ordinary Shares sold in this offering(including any ClassA Ordinary Shares soldas a result of the exercise of the underwriters over-allotment option)at a per share priceequal to 125%of the public offering price(the“Representatives Warrants”).Theregistration statement of which this prospectus is a part also covers the RepresentativesWarrants and the Class A Ordinary Shares issuable upon the exercise thereof.See“Underwriting”for additional information regarding total underwriter compensation.The underwriters expect to deliver the ClassA Ordinary Shares against payment inU.S.dollars in NewYork,NewYork on or about,2024.Neither the U.S.Securities and Exchange Commission nor any statesecurities commission nor any other regulatory body has approved ordisapproved of these securities or determined if this prospectus istruthful or complete.Any representation to the contrary is a criminaloffense.Prospectus dated,2024 Table of ContentsTABLE OF CONTENTS PagePROSPECTUS SUMMARY 1RISK FACTORS 15DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 41ENFORCEABILITY OF CIVIL LIABILITIES 42USE OF PROCEEDS 43DIVIDEND POLICY 44CAPITALIZATION 46DILUTION 48CORPORATE HISTORY AND STRUCTURE 50MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 52INDUSTRY 74BUSINESS 80REGULATIONS 97MANAGEMENT 110PRINCIPAL SHAREHOLDERS 115RELATED PARTY TRANSACTIONS 117DESCRIPTION OF SHARE CAPITAL 120SHARES ELIGIBLE FOR FUTURE SALE 139MATERIAL INCOME TAX CONSIDERATION 140UNDERWRITING 147EXPENSES RELATING TO THIS OFFERING 154LEGAL MATTERS 155EXPERTS 155WHERE YOU CAN FIND ADDITIONAL INFORMATION 155INDEX TO FINANCIAL STATEMENTS F-1iTable of ContentsABOUT THIS PROSPECTUSWe and the underwriters have not authorized anyone to provide any information or tomake any representations other than those contained in this prospectus or in any freewriting prospectuses prepared by us or on our behalf or to which we have referredyou.We take no responsibility for and can provide no assurance as to the reliabilityof,any other information that others may give you.This prospectus is an offer tosell only the ClassA Ordinary Shares offered hereby,but only under circumstancesand in jurisdictions where it is lawful to do so.We are not making an offer to sellthese securities in any jurisdiction where the offer or sale is not permitted orwhere the person making the offer or sale is not qualified to do so or to any personto whom it is not permitted to make such offer or sale.For the avoidance of doubt,no offer or invitation to subscribe for Class A Ordinary Shares is made to thepublic in the Cayman Islands.The information contained in this prospectus is currentonly as of the date on the front cover of the prospectus.Our business,financialcondition,results of operations,and prospects may have changed since that date.Neither we nor the underwriters have taken any action to permit a public offering ofthe ClassA Ordinary Shares outside the UnitedStates or to permit the possession ordistribution of this prospectus or any filed free-writing prospectus outside theUnitedStates.Persons outside the UnitedStates who come into possession of thisprospectus or any filed free writing prospectus must inform themselves about,andobserve any restrictions relating to,the offering of the ClassA Ordinary Sharesand the distribution of this prospectus or any filed free-writing prospectus outsidethe UnitedStates.iiTable of ContentsCONVENTIONS THAT APPLY TO THIS PROSPECTUSUnless otherwise indicated or the context requires otherwise,references in thisprospectus to:“China”or the“PRC”are to the Peoples Republic of China;“ClassA Ordinary Shares”are to ClassA ordinary shares of the Company,par value$0.0001 per share;“ClassB Ordinary Shares”are to ClassB ordinary shares of the Company,par value$0.0001 per share;“HongKong”are to the HongKong Special Administrative Region of thePeoples Republic of China;“KTA BVI”are to KINGTITAN(BVI)LIMITED,a company formed under the lawsof the British Virgin Islands on December14,2022,which is wholly ownedby KTA Cayman(as defined below);“KTA Cayman,”“we,”“us,”“our Company,”or the“Company”are toKINGTITAN TECHNOLOGY LIMITED 金特安科技有限公司,an exempted company withlimited liability incorporated under the laws of Cayman Islands onOctober29,2021,as to which 12.05%voting ownership interests are ownedby KTA Global(as defined below)and 87.62%are owned by WB Universal(asdefined below);“KTA Global”are to KTA Global Limited,a British Virgin Islands holdingcompany incorporated on January10,2023;“KTA HK”are to KINGTITAN(HK)LIMITED,a Hong Kong corporationestablished on January10,2023,which is wholly owned by KTA BVI;“KTA WFOE”are to Kingtitan Technology(Luchuan)Co.,Ltd.,a limitedliability company organized under the laws of the PRC on April18,2023,which is wholly owned by KTA HK;“Operating Entity”or“Yulin KTA”are to Guangxi Yulin KingtitanTechnology Co.,Ltd.,a limited liability company organized under the lawsof the PRC on November13,2018,which is owned as to 88.24%by KTA WFOEand as to 11.76%by Yulin FIII(as defined below);“ordinary shares”or“Ordinary Shares”are to the Class A OrdinaryShares and ClassB Ordinary Shares,collectively;“PRC subsidiaries”are to Kingtitan Technology(Luchuan)Co.,Ltd.andGuangxi Yulin Kingtitan Technology Co.,Ltd.;“WB Universal”are to WB UNIVERSAL LIMITED,a British Virgin Islandsholding company incorporated on October4,2021;and“Yulin FIII”are to Yulin Yukong Industry Investment Co.,Ltd.,which is a100%government-owned limited liability company organized under the laws ofthe PRC on March28,2017.Unless the context indicates otherwise,all information in this prospectus assumes noexercise by the underwriters of their over-allotment option.Our business is conducted by the Operating Entity using RMB.Our consolidatedfinancial statements are presented in U.S.dollars.In this prospectus,we refer toassets,obligations,commitments,and liabilities in our consolidated financialstatements in U.S.dollars.These dollar references are based on the exchange rateof RMB to U.S.dollars,determined as of a specific date or for a specific period.Changes in the exchange rate will affect the amount of our obligations and the valueof our assets in terms of U.S.dollars which may result in an increase or decreasein the amount of our obligations(expressed in dollars)and the value of our assets,including accounts receivable(expressed in dollars).iiiTable of ContentsPROSPECTUS SUMMARYThe following summary is qualified in its entirety by,and should be read inconjunction with,the more detailed information and financial statements includedelsewhere in this prospectus.In addition to this summary,we urge you to read theentire prospectus carefully,especially the risks of investing in our Class AOrdinary Shares,discussed under“Risk Factors,”before deciding whether to buyour ClassA Ordinary Shares.Our Corporate StructureWe are a holding company incorporated in the Cayman Islands with no materialoperations of our own and not a Chinese operating company.We conduct a substantialmajority of our operations through the Operating Entity established in the PRC.TheClassA Ordinary Shares offered in this prospectus are shares of the Cayman Islandsholding company instead of shares of the Operating Entity in the PRC.Holders ofour Class A Ordinary Shares do not directly own any equity interests in theOperating Entity,but will instead own shares of the Cayman Islands holdingcompany.We directly hold equity interests in the PRC subsidiaries and do notutilize VIE contractual agreements among the entities that may adversely affectinvestors or the value of their investment.The Chinese regulatory authoritiescould disallow our corporate structure,which would likely result in a materialchange in our operations and/or a material change in the value of our Class AOrdinary Shares,including that it could cause the value of our ClassA OrdinaryShares to significantly decline or become worthless.See“Risk Factors RisksRelating to Doing Business in the PRC Given the Chinese governments significantoversight and discretion over the conduct of our PRC subsidiaries operations,theChinese government may intervene,influence or control their operations at anytime,which could result in a material change in our PRC subsidiaries operationsand/or the value of our Class A Ordinary Shares.”The following diagram illustrates our corporate structure as of the date of thisprospectus and upon the completion of this offering,assuming the sales of all ofthe ClassA Ordinary Shares we are offering at an assumed public offering price of$5.00 per share,assuming no exercise of the underwriters over-allotment optionand excluding the Class A Ordinary Shares underlying the Representatives Warrants.All percentages in the diagram reflect the voting ownership interests instead ofthe equity interests held by each of our shareholders,since each holder of ClassBOrdinary Shares will be entitled to 30 votes per one ClassB Ordinary Share andeach holder of Class A Ordinary Shares will be entitled to one vote per oneClassA Ordinary Share.For more details on our corporate history,please refer to“Corporate History and Structure.”1Table of ContentsBusiness OverviewOur Company conducts business operations in China through the Operating Entity,Yulin KTA.Yulin KTA commenced its operation in 2018 and is principally engaged indeveloping,manufacturing and selling non-pneumatic tires.Our Company,throughYulin KTA,aims to become a leading provider of non-pneumatic tires and atechnology pioneer ushering changes to the tire industry in China.Yulin KTAs current product portfolio mainly comprises three types of non-pneumatictires categorized by applications,including sanitation industry truck tires,pan-travel tires and intelligent robot tires.In addition to selling non-pneumatictires,Yulin KTA also generates revenue by selling other products,such as tireloading machines and wheel hubs.Yulin KTA is able to provide standardized productswith basic configurations and customized products with distinct variations to meeta wide range of customers specifications.For further descriptions of Yulin KTAsnon-pneumatic tires,see“BusinessOur Strengths.”Although we believe non-pneumatic tires represent the development trend for the future,the development ofnon-pneumatic tires is subject to a high degree of uncertainty.For challengesfaced by non-pneumatic tires,see“Risk FactorsRisks Relating to Our Businessand IndustryThe slowing or stopping of the development or acceptance of non-pneumatic tires may adversely affect Yulin KTAs business.”For the six months ended September 30,2023 and 2022,our revenue was$316,885 and$362,861,respectively.For the same periods,our net loss was$1,036,880 and$1,061,057,respectively.In the fiscalyears ended March31,2023 and 2022,ourrevenue was$807,823 and$772,199,respectively,representing a growth rate of 5%.For the same fiscal years,our net loss was$1,534,322 and$1,868,657,respectively.As of September 30,2023,March 31,2023 and 2022,we had totalindebtedness of$3,292,244,$2,885,682 and$2,184,183,respectively.Competitive StrengthsWe believe that the following strengths contribute to Yulin KTAs success anddifferentiate it from its competitors:product features;product innovation and development;andexperienced and professional management team.Growth StrategiesWe intend to grow Yulin KTAs business using the following key strategies:launching new products by continuing to invest in product innovation anddevelopment and exploring additional commercial applications for theproducts;expanding the customer base by widening the distribution of tire loadingmachines for Yulin KTAs tires;expanding the distribution networks by establishing online sales channelsand cooperating with offline distributors;retaining and attracting talents by improving the compensation packagesand offering standardized employee training programs to enhance theemployees skills and experience on production,sales,customer serviceand management;andinvesting in businesses engaged in the manufacturing of motor vehicles;although,as of the date of this prospectus,we have not identified,orengaged in any material discussions regarding,any potential target.Corporate InformationOur principal executive offices are located at Longhao Industrial Park,TongzhengWest Road,Luchuan County,Yulin City,Guangxi Province,the Peoples Republic ofChina,and our phone number is 86 775 2299 666.Our registered office in theCayman Islands is located at the office of Ogier Global(Cayman)Limited,89 NexusWay,Camana Bay,Grand Cayman,KY1-9009,Cayman Islands.We maintain a corporatewebsite at .The information contained in,or accessible from,ourwebsite or any other website does not constitute a part of this prospectus.Ouragent for service of process in the UnitedStates is Cogency Global Inc.,locatedat 122 East 42nd Street,18th Floor,New York,NY 10168.2Table of ContentsSummary of Risk FactorsInvesting in our ClassA Ordinary Shares involves significant risks.You shouldcarefully consider all of the information in this prospectus before making aninvestment in our Class A Ordinary Shares.Below please find a summary of theprincipal risks we face,organized under relevant headings.These risks arediscussed more fully in the section titled“Risk Factors.”Risks Relating to Doing Business in the PRC(for a more detailed discussion,see“Risk FactorsRisks Relating to Doing Business in the PRC”from page15 topage23 of this prospectus)We face risks and uncertainties relating to doing business in the PRC in general,including,but not limited to,the following:The filing with the CSRC is required in connection with this offering,andwe cannot predict whether we will be able to complete such filing.See“Risk FactorsRisks Relating to Doing Business in the PRCThefiling with the CSRC is required in connection with this offering,and wecannot predict whether we will be able to complete such filing”;The impact of the CACs increasing oversight over data security remainshighly uncertain,particularly for companies with substantial Chinaoperations seeking to list on a foreign stock exchange.See“RiskFactorsRisks Relating to Doing Business in the PRCThe impact ofthe CACs increasing oversight over data security remains highlyuncertain,particularly for companies with substantial China operationsseeking to list on a foreign stock exchange”;We may be influenced by changes in the political and economic policies ofthe PRC government.See“Risk Factors Risks Relating to DoingBusiness in the PRCWe may be influenced by changes in the politicaland economic policies of the PRC government”;Uncertainties in the interpretation and enforcement of PRC laws andregulations and changes in policies,rules,and regulations in China,which may be quick with little advance notice,could limit the legalprotection available to you and us.See“Risk FactorsRisks Relatingto Doing Business in the PRCUncertainties in the interpretation andenforcement of PRC laws and regulations and changes in policies,rules,and regulations in China,which may be quick with little advance notice,could limit the legal protection available to you and us”;Given the Chinese governments significant oversight and discretion overthe conduct of our PRC subsidiaries operations,the Chinese governmentmay intervene,influence or control their operations at any time,whichcould result in a material change in our PRC subsidiaries operationsand/or the value of our Class A Ordinary Shares.See“Risk Factors Risks Relating to Doing Business in the PRC Given the Chinesegovernments significant oversight and discretion over the conduct of ourPRC subsidiaries operations,the Chinese government may intervene,influence or control their operations at any time,which could result in amaterial change in our PRC subsidiaries operations and/or the value ofour Class A Ordinary Shares”;Any actions by the Chinese government,including any decision to interveneor influence the operations of our PRC subsidiaries or to exert moreoversight and control over any offering of securities conducted overseasand/or foreign investment in China-based issuers,may cause us to makematerial changes to the operations of our PRC subsidiaries,maysignificantly limit or completely hinder our ability to offer or continueto offer securities to investors,and may cause the value of suchsecurities to significantly decline or be worthless.See“Risk Factors Risks Relating to Doing Business in the PRC Any actions by the Chinesegovernment,including any decision to intervene or influence theoperations of our PRC subsidiaries or to exert more oversight and controlover any offering of securities conducted overseas and/or foreigninvestment in China-based issuers,may cause us to make material changesto the operations of our PRC subsidiaries,may significantly limit orcompletely hinder our ability to offer or continue to offer securities toinvestors,and may cause the value of such securities to significantlydecline or be worthless”;3Table of ContentsYou may experience difficulties in effecting service of legal process,enforcing foreign judgments,or bringing actions in China against us orour directors and officers that reside outside the United States based onforeign laws.It may also be difficult for you or overseas regulators toconduct investigations or collect evidence within China.See“RiskFactors Risks Relating to Doing Business in the PRC You mayexperience difficulties in effecting service of legal process,enforcingforeign judgments,or bringing actions in China against us or ourdirectors and officers that reside outside the United States based onforeign laws.It may also be difficult for you or overseas regulators toconduct investigations or collect evidence within China”;Recent negative publicity surrounding China-based companies listed in theUnited States may negatively impact the trading price of our Class AOrdinary Shares.See“Risk FactorsRisks Relating to Doing Businessin the PRCRecent negative publicity surrounding China-based companieslisted in the UnitedStates may negatively impact the trading price ofour ClassA Ordinary Shares”;PRC regulation of loans to,and direct investments in,PRC entities byoffshore holding companies may delay or prevent us from making loans oradditional capital contributions to our PRC subsidiaries and therebyprevent us from funding Yulin KTAs business.See“RiskFactors Risks Relating to Doing Business in the PRC PRCregulation of loans to,and direct investments in,PRC entities byoffshore holding companies may delay or prevent us from making loans oradditional capital contributions to our PRC subsidiaries and therebyprevent us from funding Yulin KTAs business”;We may rely on dividends and other distributions on equity paid by our PRCsubsidiaries to fund any cash and financing requirements we may have,andany limitation on the ability of our PRC subsidiaries to make payments tous could have a material and adverse effect on our ability to conduct thebusiness.See“Risk FactorsRisks Relating to Doing Business in thePRCWe may rely on dividends and other distributions on equity paid byour PRC subsidiaries to fund any cash and financing requirements we mayhave,and any limitation on the ability of our PRC subsidiaries to makepayments to us could have a material and adverse effect on our ability toconduct the business”;Conversion of RMB to and from other currency may be subject togovernmental control in China.See“Risk FactorsRisks Relating toDoing Business in the PRCConversion of RMB to and from other currencymay be subject to governmental control in China”;We may be negatively affected by the potential obligations to makeadditional social insurance and housing fund contributions.See“RiskFactorsRisks Relating to Doing Business in the PRCWe may benegatively affected by the potential obligations to make additional socialinsurance and housing fund contributions”;We may be deemed to be a PRC resident enterprise under the EnterpriseIncome Tax Law,and be subject to the PRC taxation on our worldwideincome,which may significantly increase our income tax expenses andmaterially decrease our profitability.See“Risk Factors RisksRelating to Doing Business in the PRCWe may be deemed to be a PRCresident enterprise under the Enterprise Income Tax Law,and be subject tothe PRC taxation on our worldwide income,which may significantly increaseour income tax expenses and materially decrease our profitability”;We face uncertainties in the PRC with respect to the indirect transfer ofequity interests in our PRC subsidiaries.See“Risk Factors RisksRelating to Doing Business in the PRCWe face uncertainties in the PRCwith respect to the indirect transfer of equity interests in our PRCsubsidiaries”;andRecent joint statement by the SEC and the PCAOB,rule changes by Nasdaq,and the HFCA Act all call for additional and more stringent criteria to beapplied to emerging market companies upon assessing the qualification oftheir auditors,especially the non-U.S.auditors who are not inspected bythe PCAOB.These developments could add uncertainties to our continuedlisting or future offerings of our securities in the U.S.See“RiskFactorsRisks Relating to Doing Business in the PRCRecent jointstatement by the SEC and the PCAOB,rule changes by Nasdaq,and the HFCAAct all call for additional and more stringent criteria to be applied toemerging market companies upon assessing the qualification of theirauditors,especially the non-U.S.auditors who are not inspected by thePCAOB.These developments could add uncertainties to our continuedlisting or future offerings of our securities in the U.S.”4Table of ContentsRisks Relating to Our Business and Industry(for a more detailed discussion,see“Risk FactorsRisks Relating to Our Business and Industry”from page23 topage32 of this prospectus)Risks and uncertainties relating to our business include,but are not limited to,the following:Yulin KTA is exposed to price fluctuations of principal raw materials andcost variations arising from energy consumption.See“RiskFactorsRisks Relating to Our Business and IndustryYulin KTA isexposed to price fluctuations of principal raw materials and costvariations arising from energy consumption”;The loss of multiple suppliers may adversely affect Yulin KTAs business.See“Risk FactorsRisks Relating to Our Business andIndustryThe loss of multiple suppliers may adversely affect YulinKTAs business”;Yulin KTAs operations depend on its ability to maintain continuous,uninterrupted production at its manufacturing facilities,which aresubject to physical and other risks that could disrupt production.See“Risk FactorsRisks Relating to Our Business and IndustryYulinKTAs operations depend on its ability to maintain continuous,uninterrupted production at its manufacturing facilities,which aresubject to physical and other risks that could disrupt production”;Yulin KTA cooperates with third parties to manufacture certain products itsells.Any failure by or loss of multiple third-party manufacturers couldresult in delays and increased costs.See“Risk Factors RisksRelating to Our Business and IndustryYulin KTA cooperates with thirdparties to manufacture certain products it sells.Any failure by or lossof multiple third-party manufacturers could result in delays and increasedcosts”;Yulin KTAs business may face risks associated with logistics anddistribution.See“Risk FactorsRisks Relating to Our Business andIndustry Yulin KTAs business may face risks associated withlogistics and distribution”;Yulin KTAs customer base is relatively concentrated.See“RiskFactorsRisks Relating to Our Business and IndustryYulin KTAscustomer base is relatively concentrated”;Yulin KTA faces substantial competition and its market share coulddecline.See“Risk Factors Risks Relating to Our Business andIndustryYulin KTA faces substantial competition and its market sharecould decline”;Changes in industry trends may adversely affect Yulin KTAs business,financial condition and operating results.See“Risk FactorsRisksRelating to Our Business and IndustryChanges in industry trends mayadversely affect Yulin KTAs business,financial condition and operatingresults”;Significant challenges or delays in the innovation and development of newproducts,technologies and indications could have an adverse impact onYulin KTAs long-term success.See“Risk FactorsRisks Relating toOur Business and Industry Significant challenges or delays in theinnovation and development of new products,technologies and indicationscould have an adverse impact on Yulin KTAs long-term success”;andThe slowing or stopping of the development or acceptance of non-pneumatictires may adversely affect Yulin KTAs business.See“RiskFactorsRisks Relating to Our Business and IndustryThe slowingor stopping of the development or acceptance of non-pneumatic tires mayadversely affect Yulin KTAs business.”Risks Relating to this Offering and the Trading Market(for a more detaileddiscussion,see“Risk FactorsRisks Relating to this Offering and the TradingMarket”from page32 to page40 of this prospectus)In addition to the risks described above,we are subject to general risks anduncertainties relating to this offering and the trading market,including,but notlimited to,the following:There has been no public market for our ClassA Ordinary Shares prior tothis offering,and you may not be able to resell our ClassA OrdinaryShares at or above the price you pay for them,or at all.See“RiskFactorsRisks Relating to this Offering and the TradingMarket There has been no public market for our Class A OrdinaryShares prior to this offering,and you may not be able to resell ourClassA Ordinary Shares at or above the price you pay for them,or atall”;5Table of ContentsThe initial public offering price for our ClassA Ordinary Shares may notbe indicative of prices that will prevail in the trading market and suchmarket prices may be volatile.See“Risk FactorsRisks Relating tothis Offering and the Trading MarketThe initial public offering pricefor our ClassA Ordinary Shares may not be indicative of prices that willprevail in the trading market and such market prices may be volatile”;You will experience immediate and substantial dilution in the net tangiblebook value of ClassA Ordinary Shares purchased.See“RiskFactorsRisks Relating to this Offering and the TradingMarketYou will experience immediate and substantial dilution in thenet tangible book value of ClassA Ordinary Shares purchased”;If we fail to implement and maintain an effective system of internalcontrols or fail to remediate the material weaknesses in our internalcontrol over financial reporting that have been identified,we may fail tomeet our reporting obligations or be unable to accurately report ourresults of operations or prevent fraud,and investor confidence and themarket price of our Class A Ordinary Shares may be materially andadversely affected.See“Risk FactorsRisks Relating to this Offeringand the Trading Market If we fail to implement and maintain aneffective system of internal controls or fail to remediate the materialweaknesses in our internal control over financial reporting that have beenidentified,we may fail to meet our reporting obligations or be unable toaccurately report our results of operations or prevent fraud,and investorconfidence and the market price of our ClassA Ordinary Shares may bematerially and adversely affected”;We will incur substantial increased costs as a result of being a publiccompany.See“Risk FactorsRisks Relating to this Offering and theTrading MarketWe will incur substantial increased costs as a resultof being a public company”;Substantial future sales of our Class A Ordinary Shares or theanticipation of future sales of our ClassA Ordinary Shares in the publicmarket could cause the price of our ClassA Ordinary Shares to decline.See“Risk FactorsRisks Relating to this Offering and the TradingMarketSubstantial future sales of our ClassA Ordinary Shares or theanticipation of future sales of our ClassA Ordinary Shares in the publicmarket could cause the price of our ClassA Ordinary Shares to decline”;We do not intend to pay dividends for the foreseeable future.See“RiskFactorsRisks Relating to this Offering and the Trading MarketWedo not intend to pay dividends for the foreseeable future”;If securities or industry analysts do not publish research or reportsabout us,or if they publish a negative report regarding our Class AOrdinary Shares,the price of our Class A Ordinary Shares and tradingvolume could decline.See“Risk Factors Risks Relating to thisOffering and the Trading MarketIf securities or industry analysts donot publish research or reports about us,or if they publish a negativereport regarding our ClassA Ordinary Shares,the price of our ClassAOrdinary Shares and trading volume could decline”;The market price of our ClassA Ordinary Shares may be volatile or maydecline regardless of our operating performance,and you may not be ableto resell your shares at or above the initial public offering price.See“Risk Factors Risks Relating to this Offering and the TradingMarket The market price of our Class A Ordinary Shares may bevolatile or may decline regardless of our operating performance,and youmay not be able to resell your shares at or above the initial publicoffering price”;andThe price of our ClassA Ordinary Shares could be subject to rapid andsubstantial volatility.See“Risk Factors Risks Relating to thisOffering and the Trading MarketThe price of our ClassA OrdinaryShares could be subject to rapid and substantial volatility.”COVID-19 ImpactFrom 2020 to 2022,the COVID-19 pandemic had some negative impacts on Yulin KTAsbusiness operations in China.During such period,many of Yulin KTAs suppliers,customers,and business partners went out of business and domestic consumptionslowed.Since Yulin KTA started mass production when the COVID-19 virus began tospread in the beginning of 2020,we do not have quantifiable data to show ourfinancial performance prior to the COVID-19 pandemic or demonstrate the extent ofthe impact of the COVID-19 on Yulin KTAs business.However,Yulin KTA did6Table of Contentsexperience delays in collecting account receivables,a lack of market demand anddifficulties in market expansion as a result of restricted public activities duringthe COVID-19 pandemic.As of the date of this prospectus,the Chinese governmenthas eased the COVID-19 restrictions and the World Health Organization has declaredthat COVID-19 no longer constitutes a public health emergency of internationalconcern on May 5,2023.See“Managements Discussion and Analysis of FinancialCondition and Results of OperationsThe Impact of the COVID-19 Pandemic”and“Risk FactorsRisks Relating to Our Business and IndustryYulin KTA mustsuccessfully manage the demand,supply and operational challenges associated withthe effects of a disease outbreak,including epidemics,pandemics or similarwidespread public health concerns.”Permissions or Approval Required from the PRC Authorities for Operationsand this OfferingOur PRC legal counsel,AllBright,has advised us that,in order to operate ourbusiness activities as currently conducted in China,the PRC subsidiaries arerequired to obtain a business license from the State Administration for MarketRegulation(“SAMR”).As of the date of this prospectus,as confirmed by AllBright,each of our PRC subsidiaries has obtained a valid business license from the SAMRand no application for any such license has been denied.The business license isthe permission to engage in a business activity for a PRC company.If our PRCsubsidiaries cannot maintain such business license,they will not be able tocontinue to operate their business activities in the PRC.As of the date of thisprospectus,as confirmed by AllBright,our PRC subsidiaries are not required toobtain any permissions or approvals other than business licenses in connection withtheir business operations in the PRC.However,it is uncertain whether we or ourPRC subsidiaries will be required to obtain additional approvals,licenses,orpermits in connection with our business operations pursuant to evolving PRC lawsand regulations.If we inadvertently conclude that such additional permissions orapprovals are not required,or if applicable laws,regulations,or interpretationschange and we are required to obtain such permissions or approvals in the future,any such event could result in a material change in our operations,and the valueof our ClassA Ordinary Shares could depreciate significantly or become worthless.As of the date of this prospectus,AllBright has advised us that neither we nor anyof the PRC subsidiaries(1)is subject to approval requirements from the CAC,orany other entity to approve our operations,and(2)has been denied suchpermissions by any PRC authorities.We are subject to certain legal and operational risks associated with the businessoperations of the PRC subsidiaries being based in China,which could cause thevalue of our securities to significantly decline or become worthless.ApplicablePRC laws and regulations governing such current business operations are sometimesvague and uncertain,and as a result,these risks may result in material changes inthe operations of the PRC subsidiaries,significant depreciation of the value ofour ClassA Ordinary Shares,or a complete hindrance of our ability to offer,orcontinue to offer,our securities to investors.Recently,the PRC governmentadopted a series of regulatory actions and issued statements to regulate businessoperations in China with little advance notice,including cracking down on illegalactivities in the securities market,adopting new measures to extend the scope ofcybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.OnDecember28,2021,13 governmental departments of the PRC,including the CyberspaceAdministration of China(the“CAC”),issued the Cybersecurity Review Measures,which became effective on February15,2022.As of the date of this prospectus,wehave not received any notice from any authorities identifying our PRC subsidiariesas critical information infrastructure operators(“CIIOs”)or requiring us to gothrough cybersecurity review by the CAC.As confirmed by our PRC counsel,AllBrightLaw Offices(Fuzhou)(“AllBright”),neither the operations of our PRCsubsidiaries,nor our listing are expected to be affected,and that we are notsubject to cybersecurity review by the CAC under the Cybersecurity Review Measures,given that Yulin KTA is not a CIIO or online platform operator with personalinformation of more than one million users.See“Risk FactorsRisks Relatingto Doing Business in the PRCThe impact of the CACs increasing oversight overdata security remains highly uncertain,particularly for companies with substantialChina operations seeking to list on a foreign stock exchange.”On February 17,2023,the China Securities Regulatory Commission(the“CSRC”)promulgated the Trial Administrative Measures of Overseas Securities Offering andListing by Domestic Companies(the“Trial Measures”)and five supportingguidelines,which came into effect on March31,2023.We are required to file withthe CSRC for this offering pursuant to the Trial Measures.As of the date of thisprospectus,we submitted the CSRC filing documents for our offering,and completedthe filing procedure with the CSRC on March 21,2024.Other than the foregoing,asof the date of this prospectus,according to AllBright,we and our subsidiaries arecurrently not required to obtain any other permission from any PRC authorities tooperate or to issue our ClassA Ordinary Shares to foreign investors or otherwiserelating to our Class A Ordinary Shares.In addition,neither we nor our PRCsubsidiaries have received any denials for our operations or the issuance of ourClassA Ordinary Shares with respect to this offering.If we inadvertently concludethat no other permissions or approvals are required to issue our Class A OrdinaryShares7Table of Contentsto foreign investors,if applicable laws,regulations,or interpretations changeand we are required to obtain additional permissions or approvals in the future,orif the PRC authorities decide to intervene or influence the operations of the PRCsubsidiaries or to exert control over an offering of securities conducted overseasand/or foreign investment in China-based issuers,any such event may cause us tomake material changes to the operations of the PRC subsidiaries,may significantlylimit or completely hinder our ability to offer or continue to offer securities toinvestors,and/or may cause the value of such securities to significantly declineor be worthless.See“Risk FactorsRisks Relating to Doing Business in thePRCThe filing with the CSRC is required in connection with this offering,andwe cannot predict whether we will be able to complete such filing.”In addition,our Class A Ordinary Shares may be prohibited from trading on anational exchange under the Holding Foreign Companies Accountable Act(the“HFCAAct”),if the Public Company Accounting Oversight Board(United States)(the“PCAOB”)is unable to inspect our auditors for two consecutive years.OnDecember16,2021,the PCAOB issued a report on its determinations that it wasunable to inspect or investigate completely PCAOB-registered public accountingfirms headquartered in mainland China and in HongKong,because of positions takenby PRC authorities in those jurisdictions.Our auditor,TPS Thayer,LLC,isheadquartered in Sugar Land,Texas,and has been inspected by the PCAOB on aregular basis,with the last inspection in September 2022.The PCAOB currently hasaccess to inspect the working papers of our auditor and our auditor is not subjectto the determinations announced by the PCAOB on December16,2021.If trading inour ClassA Ordinary Shares is prohibited under the HFCA Act in the future becausethe PCAOB determines that it cannot inspect or fully investigate our auditor atsuch future time,Nasdaq may determine to delist our ClassA Ordinary Shares andtrading in our ClassA Ordinary Shares could be prohibited.On August26,2022,the CSRC,the Ministry of Finance of the PRC(the“MOF”),and the PCAOB signed aStatement of Protocol(the“Protocol”),governing inspections and investigationsof accounting firms based in mainland China and HongKong,taking the first steptoward opening access for the PCAOB to inspect and investigate registered publicaccounting firms headquartered in mainland China and HongKong.Pursuant to thefact sheet with respect to the Protocol disclosed by the U.S.Securities andExchange Commission(the“SEC”),the PCAOB shall have independent discretion toselect any issuer audits for inspection or investigation and has the unfetteredability to transfer information to the SEC.On December 15,2022,the PCAOBdetermined that the PCAOB was able to secure complete access to inspect andinvestigate registered public accounting firms headquartered in mainland China andHongKong and voted to vacate its previous determinations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate the PCAOBs accessin the future,the PCAOB will consider the need to issue a new determination.OnJune22,2021,the U.S.Senate passed the Accelerating Holding Foreign CompaniesAccountable Act,and on December 29,2022,legislation entitled“ConsolidatedAppropriations Act,2023”(the“Consolidated Appropriations Act”)was signed intolaw by President Biden,which contained,among other things,an identical provisionto the Accelerating Holding Foreign Companies Accountable Act and amended the HFCAAct by requiring the SEC to prohibit an issuers securities from trading on anyU.S.stock exchanges if its auditor is not subject to PCAOB inspections for twoconsecutiveyears instead of three,thus reducing the time period for triggeringthe prohibition on trading in our securities if the PCAOB is unable to inspect ouraccounting firm at such future time.See“Risk FactorsRisks Relating to DoingBusiness in the PRC Recent joint statement by the SEC and the PCAOB,rulechanges by Nasdaq,and the HFCA Act all call for additional and more stringentcriteria to be applied to emerging market companies upon assessing thequalification of their auditors,especially the non-U.S.auditors who are notinspected by the PCAOB.These developments could add uncertainties to our continuedlisting or future offerings of our securities in the U.S.”Asset Transfers Between Our Company and Our SubsidiariesAs of the date of this prospectus,no cash transfer or transfer of other assets hasoccurred between our Company and our subsidiaries.We currently do not have othercash management policies or procedures that dictate how funds are transferredwithin our organization.Dividends or Distributions Made to Our Company and U.S.Investors andTax ConsequencesAs of the date of this prospectus,none of our subsidiaries has made any dividendsor distributions to our Company and our Company has not made any dividends ordistributions to our shareholders.As of the date of this prospectus,no cashtransfers,transfers of other assets,dividends,or distributions have occurredamong our Company,our subsidiaries,and the consolidated entities,or toinvestors.We intend to keep any future earnings to finance the expansion of our8Table of Contentsbusiness,and we do not anticipate that any cash dividends will be paid in theforeseeable future.Subject to the passive foreign investment company(“PFIC”)rules,the gross amount of distributions we make to investors with respect to ourClassA Ordinary Shares(including the amount of any taxes withheld therefrom)willbe taxable as a dividend,to the extent that the distribution is paid out of ourcurrent or accumulated earnings and profits,as determined under U.S.federalincome tax principles.Under the Cayman Islands law,a Cayman Islands company may pay a dividend on itsshares out of either profit or share premium amount,provided that in nocircumstances may a dividend be paid out of share premium if this would result inthe company being unable to pay its debts as they fall due in the ordinary courseof business.If we determine to pay dividends on any of our ClassA Ordinary Shares in thefuture,as a holding company,we will be dependent on receipt of funds from ourHongKong subsidiary,KTA HK.However,as the PRC government imposes control overcurrency conversion,it has the authority to conduct exchange transfer reviews,which may impose certain limitations on our ability to transfer cash among ourCompany,our subsidiaries,and our investors,primarily reflected in the followingaspects:(i)we are restricted from injecting capital in,or providing loans to,our PRC subsidiaries,which may adversely affect the operations of our PRCsubsidiaries;(ii)our PRC subsidiaries may be restricted from paying dividends tous;and(iii)if we are unable to obtain dividends from our PRC subsidiaries,itmay adversely impact our dividends distribution to investors.Further,to theextent cash or assets in the business are in the PRC/HongKong or a PRC/HongKongentity,the funds or assets may not be available to fund operations or for otheruse outside of the PRC/Hong Kong due to interventions in or the imposition ofrestrictions and limitations on the ability of our Company or our subsidiaries bythe PRC government to transfer cash or assets.There is no assurance the PRCgovernment will not intervene in or impose restrictions on the ability of ourCompany or our subsidiaries to transfer cash or assets.See“RiskFactors Risks Relating to Doing Business in the PRC We may rely ondividends and other distributions on equity paid by our PRC subsidiaries to fundany cash and financing requirements we may have,and any limitation on the abilityof our PRC subsidiaries to make payments to us could have a material and adverseeffect on our ability to conduct the business.”Current PRC regulations permit KTA WFOE to pay dividends to KTA HK only out of itsaccumulated profits,if any,determined in accordance with Chinese accountingstandards and regulations.The PRC government also imposes controls on theconversion of RMB into foreign currencies and the remittance of currencies out ofthe PRC.For instance,the Circular on Promoting the Reform of Foreign ExchangeManagement and Improving Authenticity and Compliance Review,or“SAFE Circular 3,”issued on January26,2017,provides that banks shall,when dealing with dividendremittance transactions from a domestic enterprise to its offshore shareholders ofmore than$50,000,review the relevant board resolutions,original tax filing form,and audited financial statements of such domestic enterprise based on the principleof genuine transaction.Furthermore,if KTA WFOE and its subsidiary,Yulin KTA,incur debt on their own in the future,the instruments governing the debt mayrestrict their ability to pay dividends or make other payments.If we or our PRCsubsidiaries are unable to receive all of the revenue from its operations,we maybe unable to pay dividends on our ClassA Ordinary Shares.Cash dividends,if any,on our Class A Ordinary Shares will be paid inU.S.dollars.KTA HK may be considered a non-resident enterprise for tax purposes,so that any dividends KTA WFOE pays to KTA HK may be regarded as China-sourcedincome and as a result may be subject to PRC withholding tax at a rate of up to10%.See“Material Income Tax Consideration Peoples Republic of ChinaEnterprise Taxation.”Pursuant to the Arrangement between Mainland China and the Hong Kong SpecialAdministrative Region for the Avoidance of Double Taxation and Tax Evasion onIncome(the“Double Tax Avoidance Arrangement”),the 10%withholding tax rate maybe lowered to 5%if a HongKong resident enterprise owns no less than 25%of a PRCproject.The 5%withholding tax rate,however,does not automatically apply andcertain requirements must be satisfied,including without limitation that(a)theHong Kong project must be the beneficial owner of the relevant dividends;and(b)the HongKong project must directly hold no less than 25%share ownership inthe PRC project during the 12 consecutive months preceding its receipt of thedividends.In current practice,a HongKong project must obtain a tax residentcertificate from the Hong Kong tax authority to apply for the 5%lower PRCwithholding tax rate.As the HongKong tax authority will issue such a tax residentcertificate on a case-by-case basis,we cannot assure you that we will be able toobtain the tax resident certificate from the relevant HongKong tax authority andenjoy the preferential withholding tax rate of 5%under the Double TaxationArrangement with respect to any dividends paid by KTA WFOE to their immediateholding company,KTA HK.As of the date of this prospectus,we have not applied forthe tax9Table of Contentsresident certificate from the relevant HongKong tax authority.KTA HK intends toapply for the tax resident certificate if and when KTA WFOE plans to declare andpay dividends to KTA HK.See“Risk FactorsRisks Relating to Doing Businessin the PRCWe may rely on dividends and other distributions on equity paid byour PRC subsidiaries to fund any cash and financing requirements we may have,andany limitation on the ability of our PRC subsidiaries to make payments to us couldhave a material and adverse effect on our ability to conduct the business.”Implications of Being an Emerging Growth CompanyAs a company with less than$1.235billion in revenue during our last fiscal year,we qualify as an“emerging growth company”as defined in the Jumpstart OurBusiness Startups Actof2012,or the“JOBS Act.”An“emerging growth company”may take advantage of reduced reporting requirements that are otherwise applicableto larger public companies.In particular,as an emerging growth company,we:may present only two years of audited financial statements and onlytwoyears of related Managements Discussion and Analysis of FinancialCondition and Results of Operations;are not required to provide a detailed narrative disclosure discussing ourcompensation principles,objectives and elements and analyzing how thoseelements fit with our principles and objectives,which is commonlyreferred to as“compensation discussion and analysis”;are not required to obtain an attestation and report from our auditors onour managements assessment of our internal control over financialreporting pursuant to the Sarbanes-Oxley Actof2002;are not required to obtain a non-binding advisory vote from ourshareholders on executive compensation or golden parachute arrangements(commonly referred to as the“say-on-pay,”“say-on frequency,”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisionsrequiring a pay-for-performance graph and CEO pay ratio disclosure;are eligible to claim longer phase-in periods for the adoption of new orrevised financial accounting standards under 107 of the JOBS Act;andwill not be required to conduct an evaluation of our internal control overfinancial reporting until our second annual report on Form20-F followingthe effectiveness of our initial public offering.We intend to take advantage of the above-described reduced reporting requirementsand exemptions,including the longer phase-in periods for the adoption of new orrevised financial accounting standards under 107 of the JOBS Act until we nolonger meet the definition of an emerging growth company.Our election to use thephase-in periods may make it difficult to compare our financial statements to thoseof non-emerging growth companies and other emerging growth companies that haveopted out of the phase-in periods under 107 of the JOBS Act.The JOBS Act provides that we would cease to be an“emerging growth company”atthe end of the fiscal year in which the fifth anniversary of our initial sale ofcommon equity pursuant to a registration statement declared effective under theSecurities Act occurred,if we have more than$1.235billion in annual revenue,have more than$700million in market value of our ClassA Ordinary Shares held bynon-affiliates,or issue more than$1 billion in principal amount of non-convertible debt over a three-year period.Foreign Private Issuer StatusWe are a foreign private issuer within the meaning of the rules under theSecurities ExchangeActof1934,as amended(the“ExchangeAct”).As such,weare exempt from certain provisions applicable to United States domestic publiccompanies.For example:we are not required to provide as many Exchange Act reports,or asfrequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our homecountrys requirements,which are less rigorous than the rules that applyto domestic public companies;10Table of Contentswe are not required to provide the same level of disclosure on certainissues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventingissuers from making selective disclosures of material information;we are not required to comply with the sections of the Exchange Actregulating the solicitation of proxies,consents,or authorizations inrespect of a security registered under the ExchangeAct;andwe are not required to comply with Section 16 of the Exchange Actrequiring insiders to file public reports of their share ownership andtrading activities and establishing insider liability for profits realizedfrom any“short-swing”trading transaction.Controlled CompanyUpon completion of this offering,Mr.Bing Wang,our CEO and Chairman of the Boardof Directors,will beneficially own approximately 84.93%of the aggregate votingpower of our outstanding ClassA Ordinary Shares and ClassB Ordinary Shares,as agroup,assuming no exercise of the over-allotment option,or 84.54%,assuming fullexercise of the over-allotment option,in each case excluding the number of ClassAOrdinary Shares issuable upon the exercise of the Representatives Warrants.As aresult,we will be deemed to be a“controlled company”for the purpose of theNasdaq listing rules.As a controlled company,we are permitted to elect to rely oncertain exemptions from the obligations to comply with certain corporate governancerequirements,including:the requirement that our director nominees be selected or recommendedsolely by independent directors;andthe requirement that we have a nominating and corporate governancecommittee and a compensation committee that are composed entirely ofindependent directors with a written charter addressing the purposes andresponsibilities of the committees.Although we do not intend to rely on the controlled company exemptions under theNasdaq listing rules even if we are deemed to be a controlled company,we couldelect to rely on these exemptions in the future,and if so,you would not have thesame protection afforded to shareholders of companies that are subject to all ofthe corporate governance requirements of Nasdaq.11Table of ContentsTHE OFFERINGClassA Ordinary Sharesoffered by us 3,750,000 ClassA Ordinary SharesPrice per ClassA OrdinaryShare We currently estimate that the initial publicoffering price will be in the range of$4.00 to$6.00 per ClassA Ordinary Share.ClassA Ordinary Sharesoutstanding prior tocompletion of this offering 16,609,201 ClassA Ordinary SharesClassA Ordinary Sharesoutstanding immediatelyafter this offering 20,359,201 ClassA Ordinary Shares,assuming noexercise of the underwriters over-allotmentoption and excluding 150,000 Class A OrdinaryShares underlying the Representatives Warrants20,921,701 Class A Ordinary Shares,assumingfull exercise of the underwriters over-allotment option and excluding 150,000 Class AOrdinary Shares underlying the RepresentativesWarrantsListing We will apply to have our Class A OrdinaryShares listed on Nasdaq.At this time,Nasdaq hasnot yet approved our application to list ourClass A Ordinary Shares.The closing of thisoffering is conditioned upon Nasdaqs finalapproval of our listing application,and there isno guarantee or assurance that our Class AOrdinary Shares will be approved for listing onNasdaq.Ticker symbol“KTA”Transfer Agent Transhare CorporationOver-allotment Option We have granted to the underwriters an option,exercisable within 45days from the date of thisprospectus,to purchase up to an aggregate of562,500 additional ClassA Ordinary Shares.Use of proceeds We intend to use the proceeds from this offeringas follows:approximately 40%of the net proceedswill be used for new product development;approximately 20%of the net proceeds will beused for the distribution of tire loadingmachines;approximately 10%of the net proceedswill be used for acquisition and alliances;andapproximately 30%of the net proceeds will beused for working capital.See“Use of Proceeds”on page43 for more information.12Table of ContentsLock-up We have agreed that,without the prior writtenconsent of the Representative,we will not,during the engagement period of theRepresentative and additionally for a period of days after the date of the prospectus,(i)offer,pledge,sell,contract to sell,sellany option or contract to purchase,purchase anyoption or contract to sell,grant any option,right,or warrant to purchase,lend,or otherwisetransfer or dispose of,directly or indirectly,any of our ClassA Ordinary Shares or ClassBOrdinary Shares or any securities that areconvertible into or exercisable or exchangeablefor our Class A Ordinary Shares or Class BOrdinary Shares,(ii)file or cause to be filedany registration statement with the SEC relatingto the offering of any ClassA Ordinary Sharesor Class B Ordinary Shares or any securitiesconvertible into or exercisable or exchangeablefor ClassA Ordinary Shares or ClassB OrdinaryShares,or(iii)complete any offering of ourdebt securities,other than entering into a lineof credit with a traditional bank,or(iv)enterinto any swap or other arrangement that transfersto another,in whole or in part,any of theeconomic consequences of ownership of our capitalshares,whether any such transaction described inclause(i),(ii),(iii),or(iv)above is to besettled by delivery of shares of our Company orsuch other securities,in cash or otherwise.Furthermore,all of our directors and officersand our principal shareholders(5%or moreshareholders)as of the date of the prospectushave agreed with the underwriters,subject tocertain exceptions,not to offer,pledge,sell,contract to sell,sell any option or contract topurchase,purchase any option or contract tosell,grant any option,right or warrant topurchase,lend or otherwise transfer,or disposeof,directly or indirectly,any of our ClassAOrdinary Shares or Class B Ordinary Shares orsecurities convertible into or exercisable orexchangeable for our ClassA Ordinary Shares orClass B Ordinary Shares for a period ofdays after the date of this prospectus.See“Underwriting Lock-up Agreements”formore information.Risk factors The Class A Ordinary Shares offered herebyinvolve a high degree of risk.You should read“Risk Factors,”beginning on page 15 for adiscussion of factors to consider before decidingto invest in our ClassA Ordinary Shares.Voting rights Holders of ClassA Ordinary Shares are entitledto one(1)vote per ClassA Ordinary Share.Holders of ClassB Ordinary Shares are entitledto thirty(30)votes per Class B OrdinaryShare.Holders of our Class A Ordinary Shares andClass B Ordinary Shares will generally votetogether as a single class,unless otherwiserequired by law.Mr.Bing Wang,our CEO andChairman of the Board of Directors,who after ourinitial public offering will controlapproximately 84.93%of the voting power of ouroutstanding ordinary shares assuming no exerciseof the over-allotment option by the underwriters,or 84.54%of the voting power of our outstandingordinary shares assuming full exercise of theover-allotment option by the underwriters,ineach case excluding the number of Class AOrdinary Shares issuable upon the exercise of theRepresentatives Warrants,will have the abilityto control the outcome of matters submitted toour shareholders for approval,including theelection of our directors.See“Description ofShare Capital.”13Table of ContentsRepresentatives Warrants The registration statement of which thisprospectus is a part also registers for sale theRepresentatives Warrants to purchase Class AOrdinary Shares equal to 4%of the total numberof Class A Ordinary Shares sold in thisoffering,including the number of Class AOrdinary Shares issued upon the exercise of theunderwriters over-allotment option,as aportion of the underwriting compensation payableto the underwriters in connection with thisoffering.TheRepresentatives Warrants will beexercisable for a period of five(5)years fromthe commencement of this offering at a per shareexercise price of 125%of the public offeringprice of the ClassA Ordinary Shares,based onan assumed offering price of$5.00 per ClassAOrdinary Share,which is the midpoint of theestimated initial public offering price range setforth on the cover pageof this prospectus.See“UnderwritingThe RepresentativesWarrants”for a description of these warrants.14Table of ContentsRISK FACTORSAn investment in our ClassA Ordinary Shares involves a high degree of risk.Beforedeciding whether to invest in our Class A Ordinary Shares,you should considercarefully the risks described below,together with all of the other information setforth in this prospectus,including the section titled“Managements Discussion andAnalysis of Financial Condition and Results of Operations”and our consolidatedfinancial statements and related notes.If any of these risks actually occurs,ourOperating Entitys business,and our financial condition,results of operations,orcash flow could be materially and adversely affected,which could cause the tradingprice of our ClassA Ordinary Shares to decline,resulting in a loss of all or partof your investment.The risks described below and discussed in other parts of thisprospectus are not the only ones that we face.Additional risks not presently knownto us or that we currently deem immaterial may also affect us.You should onlyconsider investing in our ClassA Ordinary Shares if you can bear the risk of lossof your entire investment.Risks Relating to Doing Business in the PRCThe filing with the CSRC is required in connection with this offering,andwe cannot predict whether we will be able to complete such filing.On July6,2021,the General Office of the Central Committee of the Communist Partyof China and the General Office of the State Council jointly issued the Opinions onSeverely Cracking Down on Illegal Securities Activities,or the Opinions,whichemphasized the need to strengthen administration over illegal securities activitiesand supervision of overseas listings by China-based companies.The Opinions proposedpromoting regulatory systems to deal with risks facing China-based overseas-listedcompanies,and provided that the State Council will revise provisions regarding theoverseas issuance and listing of shares by companies limited by shares and willclarify the duties of domestic regulatory authorities.On February 17,2023,the CSRC released the Trial Measures,and five supportingguidelines,which took effect on March31,2023.Pursuant to the Trial Measures,domestic companies that seek to list overseas,both directly and indirectly,shouldfulfill the filing procedure and report relevant information to the CSRC.Where adomestic company seeks to conduct indirect overseas offerings and listings,theissuer shall designate a major domestic operating entity.This entity shall act asthe domestic responsible entity and be responsible for filing with the CSRC.If adomestic company fails to complete the filing procedure or conceals any material factor falsifies any major content in its filing documents,such domestic company may besubject to administrative penalties,such as orders to rectify,warnings,fines,andits controlling shareholders,actual controllers,the person directly in charge,andother directly liable persons may also be subject to administrative penalties,suchas warnings and fines.According to the relevant PRC laws and regulations as of the date of this prospectus,our offering will be deemed to be an indirect overseas listing by a domestic companyby the CSRC.We shall fulfill the filing procedure with the CSRC in accordance withthe Trial Measures.As of the date of this prospectus,we submitted the CSRC filingdocuments for our offering,and completed the filing procedure with the CSRC on March21,2024.However,since the Trial Measures are newly promulgated,the interpretation,application and enforcement of Trial Measures remain unclear.If the filing procedurewith the CSRC under the Trial Measures is required for any future offerings or anyother capital raising activities,it is uncertain whether it would be possible for usto complete the filing,or how long it will take us to do so.Failure to complete therequired filing may result in an investigation by the relevant authorities,as wellas fines or penalties,and could lead to an order prohibiting us from conducting anoffering.These risks have the potential to cause a material adverse change in ouroperations and the value of our Class A Ordinary Shares.Moreover,they couldsignificantly limit or completely hinder our ability to offer or continue to offersecurities to investors,or cause such securities to significantly decline in valueor become worthless.On February24,2023,the CSRC jointly with other relevant governmental authorities,promulgated the Provisions on Strengthening Confidentiality and ArchivesAdministration of Overseas Securities Offering and Listing by Domestic Companies,orthe Confidentiality and Archives Administration Provisions,which took effect onMarch 31,2023.According to the Confidentiality and Archives AdministrationProvisions,domestic companies,whether offering and listing securities overseasdirectly or indirectly,must strictly comply with the applicable laws and regulationswhen providing or publicly disclosing,either directly or through their overseaslisted entities,documents and materials to securities services providers,such assecurities companies and accounting firms or overseas regulators in the process oftheir overseas offering and listing.If such documents or materials contain any statesecrets or government authorities work secrets,domestic companies must15Table of Contentsobtain the approval from competent governmental authorities according to theapplicable laws,and file with the secrecy administrative department at the samelevel with the approving governmental authority.Furthermore,the Confidentiality andArchives Administration Provisions provide that securities companies and securitiesservice providers shall fulfill the applicable legal procedures when providingoverseas regulatory institutions and other relevant institutions and individuals withdocuments or materials containing any state secrets or government authorities worksecrets or other documents or materials that,if divulged,will jeopardize nationalsecurity or public interest.Since the Confidentiality and Archives AdministrationProvisions were promulgated recently,substantial uncertainties exist with respect tothe interpretation and implementation of such provisions and how they will affect us.If it is determined that we are subject to the approval of the CSRC for thisoffering,we may fail to obtain such approval,filing or meet such requirements in atimely manner or at all,or approval could be rescinded.Any failure to obtain ordelay in obtaining such approval,filing or completing such procedures for thisoffering,or a rescission of any such approval or filing obtained by us,wouldsubject us to sanctions by the CSRC or other PRC regulatory authorities.Theseregulatory authorities may impose fines and penalties on our operations in China,limit our ability to pay dividends outside of China,limit our operating privilegesin China,delay or restrict the repatriation of the offering or future capitalraising activities into China,or take other actions that could materially andadversely affect Yulin KTAs business,our financial condition,results ofoperations and prospects,as well as this offering and the listing of our ClassAOrdinary Shares.The CSRC or other PRC regulatory authorities may also take actions requiring us,ormaking it advisable for us,to halt this offering or future capital raisingactivities before settlement and delivery of our Class A Ordinary Shares we areoffering hereby.Consequently,if you engage in market trading or other activities inanticipation of and prior to settlement and delivery,you do so at the risk thatsettlement and delivery may not occur.In addition,if the CSRC or other regulatoryauthorities later promulgate new rules or explanations requiring that we obtain theirapprovals or accomplish the required filing or other regulatory procedures for thisoffering or future capital raising activities,we may be unable to obtain a waiver ofsuch approval requirements,if and when procedures are established to obtain such awaiver.Such procedures for obtaining the waiver remain unclear.Any uncertainties ornegative publicity regarding such approval,filing or other requirements couldmaterially and adversely affect our prospects,financial condition,reputation,andthis offering and the listing of our ClassA Ordinary Shares.The impact of the CACs increasing oversight over data security remainshighly uncertain,particularly for companies with substantial Chinaoperations seeking to list on a foreign stock exchange.On December28,2021,13 governmental departments of the PRC,including the CAC,issued the Cybersecurity Review Measures,which became effective on February 15,2022.Pursuant to the Cybersecurity Review Measures,critical informationinfrastructure operators that intend to purchase internet products and services whichhave or may have an adverse effect on national security must apply for cybersecurityreview,and online platform operators holding personal information of over onemillion users that intend to list their securities on a foreign stock exchange mustapply for cybersecurity review.In the meantime,the governmental authorities havethe discretion to initiate a cybersecurity review on any data processing activity ifthey deem such a data processing activity affects or may affect national security.As of the date of this prospectus,we have not received any notice from any PRCregulatory authority identifying our PRC subsidiaries as CIIOs or requiring us to gothrough cybersecurity review pursuant to the Cybersecurity Review Measures.Accordingto the Cybersecurity Review Measures,we do not expect to become subject tocybersecurity review by the CAC for this offering,given that:(i)the data handledin the business operations of Yulin KTA,either by its nature or in scale,do notnormally trigger significant concerns over PRC national security and(ii)we havenot processed,and do not anticipate to process in the foreseeable future,personalinformation of more than one million users or persons.Based on the above and theinformation currently available,we believe the impact of the CACs increasingoversight over data security on us is immaterial as of the date of this prospectus.However,there remains uncertainty as to how the Cybersecurity Review Measures willbe interpreted or implemented and whether the PRC regulatory authorities may adoptnew laws,regulations,rules,or detailed implementation and interpretation inrelation,or in addition to the Cybersecurity Review Measures.While we intend toclosely monitor the evolving laws and regulations in this area and take allreasonable measures to mitigate compliance risks,we cannot guarantee that ouroperations will not be adversely affected by the potential impact of theCybersecurity Review Measures or other laws and regulations related to privacy,dataprotection and information security.16Table of ContentsWe may be influenced by changes in the political and economic policies ofthe PRC government.A substantial portion of our assets and operations are currently located in mainlandChina.Accordingly,we may be influenced to a significant degree by political andsocial conditions in China generally.The Chinese economy differs from the economiesof most developed countries in many respects,including the level of governmentinvolvement,level of development,growth rate,control of foreign exchange andallocation of resources.Although the Chinese government has implemented measuresemphasizing the utilization of market forces for economic reform,the reduction ofstate ownership of productive assets,and the establishment of improved corporategovernance in business enterprises,a substantial portion of productive assets inChina is still owned by the government.In addition,the Chinese government continuesto play a significant role in regulating industry development by imposing industrialpolicies.The Chinese government also exercises significant control over Chinaseconomic growth by allocating resources,controlling payment of foreign currency-denominated obligations,setting monetary policy,and providing preferentialtreatment to companies in particular industries or regions.While the Chinese economyhas experienced significant growth over past decades,growth has been uneven,bothgeographically and among various sectors of the economy.Any adverse changes ineconomic conditions in China,in the policies of the Chinese government or in thelaws and regulations in China could have a material adverse effect on the overalleconomic growth of China.Such developments could adversely affect our results ofoperations,lead to a reduction in demand for our future products and adverselyaffect our competitive position.Uncertainties in the interpretation and enforcement of PRC laws andregulations and changes in policies,rules,and regulations in China,whichmay be quick with little advance notice,could limit the legal protectionavailable to you and us.The PRC legal system is based on written statutes.Unlike common law systems,priorcourt decisions may be cited for reference but do not have binding authority.It is a system in which legal cases have limited value as precedents.In the late1970s,the PRC government began to promulgate a comprehensive system of laws andregulations governing economic matters in general.The legislation over the pastthree decades has significantly increased the protection afforded to various forms offoreign or private-sector investment in China.Yulin KTA is subject to various PRClaws and regulations generally applicable to companies in China.These laws andregulations are relatively new and the PRC legal system continues to rapidly evolve,however,the interpretations of many laws,regulations,and rules are not alwaysuniform and enforcement of these laws,regulations,and rules involve uncertainties.From time to time,we may have to resort to administrative and court proceedings toenforce our legal rights.Since PRC administrative and court authorities havesignificant discretion in interpreting and implementing statutory and contractualterms,however,it may be more difficult to evaluate the outcome of administrativeand court proceedings and the level of legal protection we enjoy in the PRC legalsystem than in more developed legal systems.Furthermore,the PRC legal system isbased in part on government policies,internal rules,and regulations(some of whichare not published in a timely manner or at all)that may have retroactive effect andmay change quickly with little advance notice.As a result,we may not be aware ofour violation of these policies and rules until sometime after the violation.Suchuncertainties,including uncertainties over the scope and effect of our contractual,property(including intellectual property),and procedural rights,and any failure torespond to changes in the regulatory environment in China could materially andadversely affect Yulin KTAs business and impede its ability to continue itsoperations.Given the Chinese governments significant oversight and discretion overthe conduct of our PRC subsidiaries operations,the Chinese governmentmay intervene,influence or control their operations at any time,whichcould result in a material change in our PRC subsidiaries operationsand/or the value of our Class A Ordinary Shares.The Chinese government has significant oversight and discretion over the conduct ofour PRC subsidiaries business and may intervene or influence their operations atany time as the government deems appropriate to further regulatory,political,andsocietal goals,which could result in a material change in our PRC subsidiariesoperations and/or the value of our Class A Ordinary Shares.The Chinese government has recently published new policies that significantlyaffected certain industries such as the Internet industries,and we cannot rule outthe possibility that it will in the future release regulations or policies regardingour industry that could adversely affect Yulin KTAs business,and our financialcondition and results of operations.Furthermore,if China adopts more stringentstandards with respect to certain areas,such as environmental protection orcorporate social responsibilities,our PRC subsidiaries may incur increasedcompliance costs or become17Table of Contentssubject to additional restrictions in their operations.Certain areas of the law inChina,including intellectual property rights and confidentiality protections,mayalso not be as effective as in the United States or other countries.In addition,ourPRC subsidiaries cannot predict the effects of future developments in the PRC legalsystem on their business operations,including the promulgation of new laws,orchanges to existing laws or the interpretation or enforcement thereof.Theseuncertainties could limit the legal protections available to us and our investors.Any actions by the Chinese government,including any decision to interveneor influence the operations of our PRC subsidiaries or to exert moreoversight and control over any offering of securities conducted overseasand/or foreign investment in China-based issuers,may cause us to makematerial changes to the operations of our PRC subsidiaries,maysignificantly limit or completely hinder our ability to offer or continueto offer securities to investors,and may cause the value of suchsecurities to significantly decline or be worthless.The Chinese government has exercised and continues to exercise substantial controlover virtually every sector of the Chinese economy through regulation and stateownership.The ability of our PRC subsidiaries to operate in China may be impaired bychanges in its laws and regulations,including those relating to taxation,environmental regulations,land use rights,foreign investment limitations,and othermatters.The central or local governments of China may impose new,stricterregulations or interpretations of existing regulations that would require additionalexpenditures and efforts for our PRC subsidiaries to ensure their compliance withsuch regulations or interpretations.As such,our PRC subsidiaries may be subject tovarious government and regulatory interference in the provinces in which theyoperate.They could be subject to regulation by various political and regulatoryentities,including various local and municipal agencies and government sub-divisions.They may incur increased costs necessary to comply with existing and newlyadopted laws and regulations or penalties for any failure to comply.Furthermore,it is uncertain when and whether we wi

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  • 索威尔(LHSW)美股IPO上市招股说明书(225页).pdf

    F-1 1 ea0200138-02.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on May 10,2024.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF1933_Lianhe Sowell International Group Ltd(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)_Cayman Islands 7372 Not Applicable(Stateorotherjurisdictionofincorporationororganization)(Primary StandardIndustrialClassification CodeNumber)(I.R.S.EmployerIdentification Number)Shenzhen Integrated Circuit Design Application Industry Park,Unit505-3Chaguang Road No.1089Nanshan District,Shenzhen,ChinaTel: 86-400-616-9629(Address,includingzipcode,andtelephonenumber,includingareacode,ofRegistrantsprincipalexecutiveoffices)Cogency Global Inc.122 East 42nd Street,18th Floor,NewYork,NY10168Telephone:(212)947-7200(Name,address,includingzipcode,andtelephonenumber,includingareacode,ofagentforservice)_Arila E.Zhou,Esq.Anna J.Wang,Esq.Robinson&Cole LLPChrysler East Building666 Third Avenue,20th FloorNewYork,NY10017Tel:(212)451-2942 RichardI.Anslow,Esq.Wei Wang,Esq.Ellenoff Grossman&Schole LLP1345 Avenue of the AmericasNewYork,NY10105Telephone:(212)370-1300Fax:(212)370-7889Approximate date of commencement of proposed sale to the public:as soon as practicable after the effective date of this registrationstatement._If any of the securities being registered on this Form are to be offered on a delayed or continuousbasis pursuant to Rule415 under the Securities Actof1933,check the followingbox.If this Form is filed to register additional securities for an offering pursuant toRule 462(b)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for thesameoffering.If this Form is a post-effective amendment filed pursuant to Rule462(c)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule462(d)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the sameoffering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule405of the Securities Actof1933.Emerging growthcompanyIf an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section7(a)(2)(B)of the SecuritiesAct.The term“new or revised financial accounting standard”refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April5,2012.The Registrant hereby amends this Registration Statement on such date or dates as maybe necessary to delay its effective date until the Registrant shall file a furtheramendment which specifically states that this Registration Statement shall thereafterbecome effective in accordance with Section8(a)of the Securities Actof1933,asamended,or until the Registration Statement shall become effective on such date asthe Securities and Exchange Commission,acting pursuant to such Section 8(a),maydetermine.Table of ContentsThe information in this preliminary prospectus is not complete and may bechanged.We may not sell these securities until the registration statementfiled with the Securities and Exchange Commission is effective.Thispreliminary prospectus is not an offer to sell these securities and we arenot soliciting offers to buy these securities in any jurisdiction where theoffer or sale is notpermitted.PRELIMINARY PROSPECTUS SUBJECTTOCOMPLETION,DATEDMAY10,2024LIANHE SOWELL INTERNATIONAL GROUP LTD Ordinary SharesThis is the initial public offering on a firm commitment basisof ordinary shares,par value$0.0001 per share(each,an“Ordinary Share,”collectively,the“Ordinary Shares”),of Lianhe SowellInternational Group Ltd(the“Company,”“Sowell,”or“we”),a Cayman Islandsexempted company with limited liability whose principal place of business is in thePeoples Republic of China(“China”or the“PRC”).We expect that the initialpublic offering price will be in the range of$to$per Ordinary Share.Prior to this offering,there has beenno public market for our Ordinary Shares.We will apply to list our Ordinary Shareson the Nasdaq Capital Market under the symbol“LHSW”for the Ordinary Shares we areoffering.However,there is no assurance that this offering will be closed and ourOrdinary Shares will be trading on Nasdaq Capital Market.We will not complete thisoffering unless we are so listed.We are an“emerging growth company”as defined in the Jumpstart Our BusinessActof2012,as amended,and,as such,will be subject to reduced public companyreporting requirements.Lianhe Sowell International Group Ltd,which we refer to as“Sowell,”the“Company,”or“Cayman Islands holding company,”is a holding company with nomaterial operations of its own,and conducts substantially all of its operationsthrough Shenzhen Sowell Technology Development Co.,Ltd.(“Shenzhen Sowell”)and itssubsidiaries,Hezhi Rongtong(Shenzhen)Technology Co.,Ltd.(“Hezhi Rongtong”),Shenzhen Sowell Digital Energy Technology Co.,Ltd.(“Shenzhen Sowell Digital”),Wuxi Sowell Information Technology Co.,Ltd.(“Wuxi Sowell”),Shenzhen Aiyin DigitalTechnology Co.,Ltd.(“Shenzhen Aiyin”),and Suzhou Sowell Vision Technology Co.,Ltd.(“Suzhou Sowell,”which we collectively refer to as“PRC subsidiaries,“PRCoperating entities,”or“PRC operating subsidiaries.”The Ordinary Shares offeredin this offering are shares of Sowell,our Cayman Islands holding company,instead ofshares of any PRC operating entities.Investors in our Ordinary Shares should beaware that they may never hold equity interests in any PRC operating entities.We indirectly hold 100%equity interests in Shenzhen Sowell,through our BVIsubsidiary,Lianhe Sowell International Holding Group Ltd.,which we will refer to as“Sowell BVI,”and our Hong Kong subsidiary,Lianhe Sowell International GroupLimited,which we will refer to as“Sowell HK,”and another PRC subsidiary,LianheSowell Enterprise Management(Shanwei)Co.,Ltd.,which we refer to as“SowellShanwei.”Sowell Shanwei holds 100%equity interests in Shenzhen Sowell.For moredetails,see“Corporate History and Structures”on page 77 of this prospectus.We donot have a variable interest entity structure.Each of the PRC operating entities wasorganized in the PRC and their operations are governed by the PRC laws.The PRC government recently initiated a series of regulatory actions and made anumber of public statements on the regulation of business operations in China,including cracking down on illegal activities in the securities market,enhancingsupervision over China-based companies listed overseas using a variable interestentity structure,adopting new measures to extend the scope of cybersecurity reviews,and expanding efforts in anti-monopoly enforcement.On February17,2023,the ChinaSecurities Regulatory Commission(the“CSRC”)issued the Trial AdministrativeMeasures of Overseas Securities Offering and Listing by Domestic Companies(the“Trial Administrative Measures”)and relevant supporting guidelines(collectivelywith the Trial Administrative Measures,the“New Administrative Rules RegardingOverseas Listings”),which came into effect on March31,2023.According to the NewAdministrative Rules Regarding Overseas Listings,among other things,a domesticcompany in the PRC that seeks to offer and list securities in overseas markets shallfulfill the filing procedure with the CSRC as per requirement of the TrialAdministrative Measures.Where a domestic company seeks to indirectly offer and listsecurities in overseas markets,the issuer shall designate a major domestic operatingentity,which shall,as the domestic responsible entity,file with the CSRC.Initialpublic offerings or listings in overseas markets shall be filed with the CSRC within3workingdays after the relevant application is submitted overseas.Further,anoverseas securities company that serves as a sponsor or lead underwriter for overseassecurities offering and listing by domestic companies shall file with the CSRC within10 workingdays after signing its first engagement agreement for such business,andsubmit to the CSRC,no later than January31 each year,an annual report on itsbusiness activities in the previous year associated with overseas securities offeringand listing by domestic companies.Our PRC counsel,Guangdong Zhuojian Law Firm,hasadvised us that,based on its understanding of the current PRC laws and regulations,our offering will be identified as an indirect overseas issuance Table of Contentsand listing under the New Administrative Rules Regarding Overseas Listings.We aretherefore subject to the approval,filing or other requirements of the CSRC inconnection with this offering.We have timely submitted the filing with the CSRC asper requirement of the New Administrative Rules Regarding Overseas Listings,which iscurrently under review.However,since the New Administrative Rules RegardingOverseas Listings are newly promulgated,we cannot assure that we will be able tocomplete the relevant filings in a timely manner or fulfil all the regulatoryrequirements thereunder.On February 24,2023,the CSRC promulgated the Provisions on StrengtheningConfidentiality and Archives Administration of Overseas Securities Offering andListing by Domestic Companies(the“Confidentiality and Archives AdministrationProvisions”),which also became effective on March31,2023.The Confidentiality andArchives Administration Provisions provide,among others,that domestic companiesthat carry out overseas offering and listing(either in direct or indirect means)andthe securities companies and securities service providers(either incorporateddomestically or overseas)that undertake relevant businesses shall not leak any statesecret and working secret of government agencies,or harm national security andpublic interest,and a domestic company shall first obtain approval from competentauthorities according to law,and shall file with the secrecy administrativedepartment at the same level,if it plans to,either directly or through its overseaslisted entity,publicly disclose or provide any documents and materials that containstate secrets or working secrets of government agencies.Working papers produced inthe Chinese mainland by securities companies and securities service providers in theprocess of undertaking businesses related to overseas offering and listing bydomestic companies shall be retained in the Chinese mainland.Where such documentsneed to be transferred or transmitted to outside the Chinese mainland,relevantapproval procedures stipulated by regulations shall be followed.While we believe wedo not involve leaking any state secret and working secret of government agencies,orharming national security and public interest in connection with provision ofdocuments,materials and accounting archives,we may be required to performadditional procedures in connection with the provision of accounting archives.Anyfailure of us to fully comply with new regulatory requirements may significantlylimit or completely hinder our ability to offer or continue to offer our OrdinaryShares,cause significant disruption to our business operations,severely damage ourreputation,materially and adversely affect our financial condition and results ofoperations and cause our Ordinary Shares to significantly decline in value or becomeworthless.See“Risk FactorRisks Related to Doing Business in ChinaWiththe promulgation of the new filing-based administrative rules for overseas offeringand listing by domestic companies in China,or if the PRC government were to imposenew requirements for approval from the PRC authorities to issue our Ordinary Sharesto foreign investors or list on a foreign exchange,failure to comply with therelevant requirements could significantly limit or completely hinder our ability tooffer or continue to offer securities to investors and cause the value of suchsecurities to significantly decline or be worthless.”on page 35 of this prospectus.Our Ordinary Shares may be prohibited to trade on a national exchange or“over-the-counter”markets under the Holding Foreign Companies Accountable Act(the“HFCAAct”)if the Public Company Accounting Oversight Board(the“PCAOB”)is unable toinspect our auditors for three consecutiveyears beginning in 2021.Furthermore,onJune22,2021,the U.S.Senate passed the Accelerating Holding Foreign CompaniesAccountable Act(the“AHFCAA”),which would amend the HFCA Act and require the SECto prohibit an issuers securities from trading on any U.S.stock exchanges if itsauditor is not subject to PCAOB inspections for two consecutiveyears instead ofthree consecutiveyears.Pursuant to the HFCA Act,the PCAOB issued a DeterminationReport on December16,2021(the“Determination Report”)which found that the PCAOBis unable to inspect or investigate completely registered public accounting firmsheadquartered in:(1)mainland China,and(2)HongKong.In addition,the PCAOBsreport identified the specific registered public accounting firms which are subjectto these determinations.On August26,2022,a Statement of Protocol was signed bythe PCAOB,the CSRC and the Ministry of Finance of the PRC governing inspections andinvestigations of audit firms based in mainland China and HongKong(the“Statementof Protocol”).Pursuant to the Statement of Protocol,the PCAOB conductedinspections on select registered public accounting firms subject to the DeterminationReport in HongKong between September and November2022.On December15,2022,thePCAOB board announced that it has completed the inspections,determined that it hadcomplete access to inspect or investigate completely registered public accountingfirms headquartered in mainland China and Hong Kong,and voted to vacate theDetermination Report.On December 29,2022,the Consolidated Appropriations Act,2023(the“CAA”)was signed into law by President Biden.The CAA contained,amongother things,an identical provision to the AHFCAA,which reduces the number ofconsecutive non-inspectionyears required for triggering the prohibitions under theHFCA Act from threeyears to two.Our auditor,WWC,P.C.,is headquartered in SanMateo,California,and has been inspected by the PCAOB on a regular basis.WWC,P.C.is not headquartered in mainland China or HongKong and was not identified in theDetermination Report as a firm subject to the PCAOBs determination.Notwithstandingthe foregoing,in the future,if there is any regulatory change or step taken by PRCregulators that does not permit WWC,P.C.to provide audit workpapers to the PCAOBfor inspection or investigation,or the PCAOB re-evaluates its determination as aresult of any obstruction with the implementation of the Statement of Protocol in thefuture,you may be deprived of the benefits of such inspection which Table of Contentscould result in limitation or restriction to our access to the U.S.capital marketsand trading of our securities on a national exchange or“over-the-counter”marketsmay be prohibited under the HFCA Act.See“Risk FactorsRisks Related to DoingBusiness in ChinaRecent joint statement by the SEC and the PCAOB,proposed rulechanges submitted by Nasdaq,and an act passed by the US Senate all call foradditional and more stringent criteria to be applied to emerging market companiesupon assessing the qualification of their auditors,especially the non-U.S.auditorswho are not inspected by the PCAOB.These developments could add uncertainties toour offering.”on page 51 of this prospectus.Neither Sowell nor its subsidiaries have maintained cash management policies whichdictate the purpose,amount and procedure of cash transfers between the entities.Each entity needs to comply with applicable laws or regulations with respect totransfer of funds,dividends,and distributions with other entities.As a holdingcompany,Sowell may rely on transfer of funds,dividends and other distributions onequity paid by its subsidiaries for its cash and financing requirements.If any ofour subsidiaries incur debt on its own behalf in the future,the instrumentsgoverning such debt may restrict their ability to pay dividends and our cash andfinancing requirement may not be fully satisfied.As of the date of this prospectus,there has been no cash flows,including dividends,transfers,and distributions,between Sowell and its subsidiaries.In the future,cash proceeds from overseas financing activities,including this offering,will betransferred by Sowell to its subsidiaries via capital contribution or shareholderloans,as the case may be.As of the date of this prospectus,none of our subsidiaries have made any dividendsor distributions to Sowell,and no dividends or distributions have been made to anyinvestors by Sowell or any of its subsidiaries.We intend to keep any future earningsto re-invest in and finance the expansion of the business of our PRC subsidiaries,and we do not anticipate that any cash dividends will be paid in the foreseeablefuture to the U.S.investors immediately following the consummation of thisoffering.Under Cayman Islands law,a Cayman Islands company may pay a dividend onits shares out of profits of the company or its share premium amount or a combinationof both,provided that in no circumstances may a dividend be paid if this wouldresult in the company being unable to pay its debts as they fall due in the ordinarycourse of business.In order for us to pay dividends to our shareholders,we may relyon the distribution of profits of the PRC operating entities to the Hong Kongsubsidiary.PRC regulations currently permit the payment of dividends only out ofaccumulated profits,as determined in accordance with accounting standards and PRCregulations.To the extent any funds or assets in the business is in mainland Chinaor HongKong or a mainland China or HongKong entity,the funds or assets may not beavailable to fund operations or for other use outside of mainland China orHong Kong,due to the interventions in or the imposition of restrictions andlimitations by PRC governments which may limit our ability to transfer funds,paydividends or make distribution.See“Risk Factors Risks Related to Doing Businessin China We must remit the offering proceeds to our PRC operating subsidiariesbefore they may be used to benefit our business in China,the process of which may betime-consuming,and we cannot assure that we can finish all necessary governmentalregistration processes in a timely manner.”on page 42 of this prospectus.Inaddition,the PRC government imposes controls on the conversion of RMB into foreigncurrencies and the remittance of currencies out of mainland China.See“Risk Factors Risks Related to Doing Business in China Governmental control of currencyconversion may limit our ability to utilize our revenues effectively and affect thevalue of your investment.”On page 45 of this prospectus.Furthermore,if oursubsidiaries in mainland China incurs debt on its own in the future,the instrumentsgoverning the debt may restrict its ability to pay dividends or make other payments.Furthermore,the PRC Enterprise Income Tax Law and its implementation rules providethat a withholding tax at a rate of 10%will be applicable to dividends payable bycompanies in mainland China to enterprises outside of mainland Chinaunless reducedunder treaties or arrangements between the PRC central government and the governmentsof other countries or regions where the enterprises outside of mainland Chinaaretax resident.Based on our understanding of the HongKong laws and regulations,asof the date of this prospectus,there is no restriction imposed by the HongKonggovernment on the transfer of capital within,into and out of HongKong(includingfunds from HongKong to mainland China),except transfer of funds involving moneylaundering and criminal activities.Notwithstanding the foregoing,we cannot assurethat there will not be any changes in the future in the economic,political and legalenvironment in HongKong and that the PRC government will not in the future exertinfluence over changes to laws and regulations of HongKong to impose restrictionson the transfer of capital within,into and out of Hong Kong.Based on ourunderstanding of the BVI laws and regulations,as of the date of this prospectus,there is no restriction on the transfer of capital within,into and out of BVI.See“Risk Factors Risks Related to Doing Business in China The transfer offunds,dividends and other distributions between us and our subsidiaries is subjectto restriction.”On page 41 of this prospectus;and“Risk Factors Risks Relatedto Doing Business in China We may rely on dividends and other distributions onequity paid by our PRC subsidiaries to fund any cash and financing requirements wemay have,and any limitation on the ability Table of Contentsof our PRC subsidiaries to make payments to us could have a material and adverseeffect on our ability to conduct our business.”on page 45 of this prospectus.Seealso“Prospectus Summary Dividend Distributions or Assets Transfer among theHolding Company and Subsidiaries”on page 7 of this prospectus.Sowell is a Cayman Islands company and conduct substantially all of its operations inChina and substantially all of its assets are located in China.In addition,otherthan our independent director nominee,Ms.Qinghe Liu,all of our directors andofficers are nationals or residents of countries other than the UnitedStates whoseassets are all located outside the UnitedStates.As a result,service of processrequired under foreign laws cannot guarantee that you will ultimately be able toserve legal proceedings on these individuals within the United States.Enforcementrequired under foreign laws cannot guarantee that you will ultimately be able toenforce judgments obtained in U.S.courts including judgments based on the civilliability provisions of the U.S.federal securities laws against us and our officersand directors who are not nationals or residents of the United States.See“RiskFactorsRisks Related to Doing Business in ChinaYou may experience somedifficulties in effecting service of legal process,enforcing foreign judgments orbringing actions in foreign country against us or our management named in theprospectus.”on page 44 of this prospectus.This prospectus does not constitute,and there will not be,an offering of securitiesto the public in the Cayman Islands.Per Share TotalInitial public offering price(1)$Underwriting discounts and commissions(7%)(2)Proceeds,before expenses,to us(3)$_(1)Initial public offering price per share is assumed as$per share,which is themidpoint of the price range set forth on the cover page of this prospectus.The table aboveassumes that the underwriters do not exercise theirover-allotmentoption.(2)The underwriting discount is 7%of the public offering price provided that in the event and tothe extent that purchasers are introduced to the underwriters by us,the discount shall be6.5%.Does not include a non-accountable expense allowance equal to 1%of the gross proceedsof this offering,payable to the representatives of the underwriters(the“Representatives”),as well as reimbursement of certain expenses of the underwriters.Inaddition to the underwriting discounts listed above and the non-accountable expense allowancedescribed in the footnote,we have agreed to issue to the representatives of the underwritersupon the closing of this offering a warrant exercisable for a period of five years from theeffective date of this registration statement entitling the representatives to purchase up to5%of the number of shares sold in this offering at a per share exercise price equal to 120%of the public offering price.The registration statement of which this prospectus is a partalso covers such warrants and the shares issuable upon the exercise thereof.See“Underwriting”beginning on page 147 of this prospectus for additional disclosure regardingunderwriting compensation payable by us.We have agreed to sell to the Representatives of the underwriters,on the applicableclosing date of this offering,warrants in an amount equal to 5%of the aggregatenumber of Ordinary Shares sold by us in this offering(the“RepresentativesWarrants”).For a description of other terms of the Representatives Warrants,see“Underwriting”beginning on page147 of this prospectus.We have granted the underwriters an option,exercisable for 30days following theeffective date of this prospectus,to purchase up to an additional 15%of theOrdinary Shares offered in this offering on the same terms to cover over-allotments,if any.Neither the UnitedStates Securities and Exchange Commission nor any otherregulatory body has approved or disapproved of these securities or passedupon the accuracy or adequacy of this prospectus.Any representation to thecontrary is a criminal offense.The underwriters expect to deliver the Ordinary Shares to purchasers on or about,2024.THEBENCHMARKCOMPANYLLC AXIOMCAPITALMANAGEMENT,INC.The date of this prospectus is,2024 Table of ContentsTABLE OF CONTENTS PageSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ivPROSPECTUS SUMMARY 1RISK FACTORS 21USE OF PROCEEDS 59DIVIDEND POLICY 61CAPITALIZATION 62DILUTION 63MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOFOPERATIONS 65CORPORATE HISTORY AND STRUCTURE 77INDUSTRY 79BUSINESS 89REGULATIONS 109MANAGEMENT 117PRINCIPAL SHAREHOLDERS 124RELATED PARTY TRANSACTIONS 125DESCRIPTION OF SHARE CAPITAL 127SHARES ELIGIBLE FOR FUTURE SALE 136TAXATION 137SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES 144UNDERWRITING 147EXPENSES RELATING TO THIS OFFERING 156LEGAL MATTERS 157EXPERTS 157WHERE YOU CAN FIND ADDITIONAL INFORMATION 157INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1You should rely only on the information contained in this prospectus or in anyrelated free-writing prospectus.Wehave not authorized anyone to provide you withinformation different from that contained in this prospectus or in any related free-writing prospectus.We are offering to sell,and seeking offers to buy,the OrdinaryShares only in jurisdictions where offers and sales are permitted.The informationcontained in this prospectus is current only as of the date of this prospectus,regardless of the time of delivery of this prospectus or of any sale of the OrdinaryShares.We have not taken any action to permit a public offering of the Ordinary Sharesoutside the United States or to permit the possession or distribution of thisprospectus or any filed free writing prospectus outside the UnitedStates.Personsoutside the UnitedStates who come into possession of this prospectus or any filedfree writing prospectus must inform themselves about and observe any restrictionsrelating to the offering of the Ordinary Shares and the distribution of thisprospectus or any filed free writing prospectus outside the UnitedStates.This prospectus includes statistical and other industry and market data that weobtained from industry publications and research,surveys and studies conducted bythird parties.Industry publications and third-party research,surveys and studiesgenerally indicate that their information has been obtained from sources believed tobe reliable,although they do not guarantee the accuracy or completeness of suchinformation.While we believe these industry publications and third-party research,surveys and studies are reliable,you are cautioned not to give undue weight to thisinformation.Until _,2024(the 25th day after the date of this prospectus),alldealers that buy,sell or trade Ordinary Shares,whether or not participating in thisoffering,may be required to deliver a prospectus.This is in addition to theobligation of dealers to deliver a prospectus when acting as underwriters and withrespect to their unsold allotments or subscriptions.iTable of ContentsCOMMONLY USED DEFINED TERMS“AHFCAA”refers to the Accelerating Holding Foreign Companies AccountableAct.“China”or the“PRC”refers to the Peoples Republic of China,includingHong Kong and Macau.When used in the case of laws,regulations and rules,“China”or“the PRC”refers to only such laws,regulations and rules ofmainland China.When used in the case of government,governmentalauthorities,regulatory agencies,courts,jurisdictions,tax,entities,enterprises,individuals and residents of“China”or the“PRC”or“Chinese,”it refers to only such government,governmental authorities,regulatory agencies,courts,jurisdictions,tax,entities,enterprises,individuals and residents of mainland China.Depending on the context,“we,”“us,”“our company,”“our,”the“Company”and“Sowell”refer to Lianhe Sowell International Group Ltd,aCayman Islands company,and its subsidiaries,Sowell BVI,Sowell HK,andSowell Shanwei,and other PRC operating entities,unless the contextotherwise indicates.“CAC”refers to the Cyberspace Administration of China.“CSRC”refers to the China Securities Regulatory Commission.“Hezhi Rongtong”refers to Hezhi Rongtong(Shenzhen)Technology Co.,Ltd.,a limited liability company organized under the laws of China,which is 51%owned by Shenzhen Sowell.“HFCA Act”refers to the Holding Foreign Companies Accountable Act.“M&A Rules”refers to the Regulations on Mergers and Acquisitions ofDomestic Enterprises by Foreign Investors of China.“MOFCOM”refers to the Ministry of Commerce of China.“Negative List(2021)”refers to the Special Administrative Measures forthe Access of Foreign Investment(Negative List)(2021 Version).“NDRC”refers to the National Development and Reform Commission of China.“NPC”refers to the National Peoples Congress of China.“PRC subsidiaries”refers to Shenzhen Sowell,Hezhi Rongtong,ShenzhenSowell Digital,Wuxi Sowell,Shenzhen Aiyin,and Suzhou Sowell.“RMB”or“yuan”refers to the legal currency of China.“SAFE”refers to the State Administration of Foreign Exchange in China.“SAT”refers to the PRC State Administration of Taxation.“SAMR”refers to the former State of Administration of Industry andCommerce of China,which has been merged into the State Administration forMarket Regulation.“SCNPC”refers to the Standing Committee of the National PeoplesCongress of China.“Shenzhen Aiyin”refers to Shenzhen Aiyin Digital Technology Co.,Ltd,alimited liability company organized under the laws of China,which is 51%owned by Shenzhen Sowell.“Shenzhen Sowell”refers to Shenzhen Sowell Technology Development Co.,Ltd.,a limited liability company organized under the laws of China.“Shenzhen Sowell Digital”refers to Shenzhen Sowell Digital EnergyTechnology Co.,Ltd.,a limited liability company organized under the lawsof China,which is 80%owned by Shenzhen Sowell.“Sowell BVI”refers to Lianhe Sowell International Holding Group Limited,a company organized under the laws of British Virgin Islands,which iswholly-owned by Sowell.iiTable of Contents“Sowell HK”refers to Lianhe Sowell International Group Limited,a companyorganized under the laws of HongKong,which is wholly-owned by Sowell BVI.“Sowell Shanwei”refers to Lianhe Sowell Enterprise Management(Shanwei)Co.,Ltd.,a limited liability company organized under the laws of China,which is wholly-owned by Sowell HK.“Suzhou Sowell”refers to Suzhou Sowell Vision Technology Co.,Ltd.,alimited liability company organized under the laws of China,which iswholly-owned by Shenzhen Sowell.“Wuxi Sowell”refers to Wuxi Sowell Information Technology Co.,Ltd.,alimited liability company organized under the laws of China,which iswholly-owned by Shenzhen Sowell.“U.S.GAAP”refers to generally accepted accounting principles in theUnited States.“USD”or“$”refers to the legal currency of the UnitedStates.iiiTable of ContentsSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSThis prospectus contains forward-looking statements that involve risks anduncertainties.All statements other than statements of current or historical factsare forward-looking statements.These statements involve known and unknown risks,uncertainties and other factors that may cause our actual results,performance orachievements to be materially different from those expressed or implied by theforward-looking statements.You can identify these forward-looking statements by words or phrases such as“may,”“will,”“expect,”“anticipate,”“aim,”“estimate,”“intend,”“plan,”“believe,”“likely to”or other similar expressions.We have based these forward-looking statements largely on our current expectations and projections about futureevents and financial trends that we believe may affect our financial condition,results of operations,business strategy and financial needs.These forward-lookingstatements include,but are not limited to,statements about:our goals and strategies;our future business development,financial condition and results ofoperations;expected changes in our revenues,costs or expenditures;our expectations regarding demand for and market acceptance of our productsand services;competition in our industry;andgovernment policies and regulations relating to our industry.You should read this prospectus and the documents that we refer to in this prospectuswith the understanding that our actual future results may be materially differentfrom and worse than what we expect.Other sections of this prospectus includeadditional factors which could adversely impact our business and financialperformance.Moreover,we operate in an evolving environment.New risk factors anduncertainties emerge from time to time and it is not possible for our management topredict all risk factors and uncertainties,nor can we assess the impact of allfactors on our business or the extent to which any factor,or combination of factors,may cause actual results to differ materially from those contained in any forward-looking statements.We qualify all of our forward-looking statements by thesecautionary statements.You should not rely upon forward-looking statements as predictions of future events.We undertake no obligation to update or revise any forward-looking statements,whether as a result of new information,future events or otherwise.This prospectus contains statistical data and estimates that we obtained from variousgovernment and private publications.This prospectus also contains information from amarket research report by Moore Transaction Services Limited(“Moore”,and thereport,the“Moore Report”),an independent third party which we commissioned.Statistical data in these publications and the Moore Report also include projectionsbased on a number of assumptions.The machine vision industry may not grow at therate projected by market data,or at all.Failure of this market to grow at theprojected rate may have a material and adverse effect on our business and the priceof our Ordinary Shares.In addition,the rapidly evolving nature of the machinevision industry results in significant uncertainties for any projections or estimatesrelating to the growth prospects or future condition of our market.Furthermore,ifany one or more of the assumptions underlying the market data are later found to beincorrect,actual results may differ from the projections based on these assumptions.ivTable of ContentsPROSPECTUS SUMMARYThis summary highlights information that we present more fully in the rest of thisprospectus.This summary does not contain all of the information you shouldconsider before buying Ordinary Shares in this offering.This summary containsforward-looking statements that involve risks and uncertainties,such as statementsabout our plans,objectives,expectations,assumptions or future events.In somecases,you can identify forward-looking statements by terminology such as“anticipate,”“estimate,”“plan,”“project,”“continuing,”“ongoing,”“expect,”“we believe,”“we intend,”“may,”“should,”“will,”“could,”and similar expressions denoting uncertainty or an action that may,will or isexpected to occur in the future.These statements involve estimates,assumptions,known and unknown risks,uncertainties and other factors that could cause actualresults to differ materially from any future results,performances or achievementsexpressed or implied by the forward-looking statements.The following summary isqualified in its entirety by,and should be read in conjunction with,the moredetailed information and financial statements appearing elsewhere in thisprospectus.In addition to this summary,we urge you to read the entire prospectuscarefully,especially the“Risk Factors”section and the financial statements andthe notes to those statements before deciding whether to buy ourOrdinary Shares.Unless otherwise stated,all references to“us,”“our,”“Sowell,”“we,”the“Company”and similar designations refer to Lianhe Sowell International GroupLtd.,an exempted company with limited liability incorporated under the laws of theCayman Islands,and its consolidated subsidiaries.Our BusinessWe are a provider of machine vision products and solutions in China,and ourproducts improve efficiency and quality for customers in a wide range of businessesacross industries.We invent and integrate technologies and solutions that addresssome of the most critical manufacturing and distribution challenges,such asprecision and accuracy required in manufacturing of electronic products.Based onnine foundational technologies,our solutions integrate physical products withsoftware to capture and analyze visual information,allowing for manufacturingautomation and improvement of distribution process for customers across China.We apply machine vision technology across diverse industries,ranging frommanufacturing,transportation,security,and building management.We offer avariety of machine vision products that have similar technological foundation,production processes,and sales distribution channels,with customized settings toaccommodate various needs of our customers in different industries.As of the date of this prospectus,we categorize our machine vision products infour categories based on their application settings:Industrial Machine Vision:Our industrial machine vision productsare integration of physical products and software,and are able to detectvarious defects on the surface of the workpiece.Our industrial machinevision products can be used in intensive manufacturing or hazardousworking environment,such as manufacturing of 3C(computer,communicationand consumer)consumer electronics,QR code,bar code,glass,hardware,packaging,and other industries.Artificial Intelligence(Face Recognition and AI BehaviorAnalysis):Our face recognition system uses our self-developedproprietary advanced face detection and recognition algorithms to detect,recognize,and track individuals based on the recognition results.AIbehavior analysis is a deep learning algorithm that we1Table of Contentsdeveloped independently based on AI neural networks to analyzepedestrians,vehicles and objects captured in the surveillance video,andpromptly warn,upload,and collect evidence for abnormalities,throughbackground warning,pop-up windows,and intelligent voice prompts.Intelligent Weak Current(Building Intelligence and IntelligentTransportation):Building intelligence is also known as theintelligent integrated management system(IBMS),which is a systemdesigned to manage a building in an integrated manner with enhanced datasharing,system interconnection and interoperability,achieving theautomatic control and management of the entire intelligent building.Intelligent Transportation System(ITS)is a comprehensive applicationaggregating advanced information technology,computer technology,datacommunication technology,sensor technology,electronic control,artificial intelligence,which can be utilized in transportation,servicecontrol,and vehicle manufacturing.Electronic Customs Clearance.Our container number identificationsystem automatically captures the identification number on containersentering and leaving the port,and quickly performs automaticidentification to reduce the waiting time for containers.The electroniccustoms clearance system is mainly applied to gates where access controlis needed,such as gates in customs,port,storage space.In 2022,we also successfully developed Nine-Axis Linkage Spray Painting Robot,which is a vehicle painting robot composed of a robot body,a computer,andcorresponding control system to achieve automatic painting of vehicle body.Webelieve the Nine-Axis Linkage Spray Painting Robot is one of the advanced roboticsystems in Chinas vehicle repair and maintenance industry.Our Competitive AdvantagesWe believe that the following competitive strengths contribute to our success anddifferentiate us from our competitors:We possess independent research and development capabilities and strongbrand identity,which together have fostered a high-quality customer basethat in turn foster innovation powering our products.We leverage experience in machine vision industry,powering our researchand development(R&D)capability that supports our continuous upgrade ofexisting products and creation of new products.We provide dedicated customer service demonstrating our commitment to ourcustomers unique needs.Our Challenges and OpportunitiesWe face both uncertainties and opportunities in realizing our business objectivesand executing our strategies,including:The resilience of the electronic information manufacturing industry andevolving manufacturing landscape in China drives the growing need forcustomized machine vision solutions.Chinas demographic shift posts opportunity for machine vision industry,which is powered by lowered component costs.As Chinas aging populationreduces the demographic dividend and labor costs rise,operational costsof production lines continue to climb,driving a growing need forautomation equipment in most factories.Chinas favorable industrial policy powers strong support for developmentof the machine vision industry.Chinas machine vision industry faces challenges in talent acquisitionand financial resources to advance technological improvement.Our StrategiesWe plan to pursue the following growth strategies to expand our business:Strengthen our market position in Chinas machine vision industry withincreased and tailored R&D efforts.Strengthen our marketing and sales network to serve expanding customerbase in China.Expand leading advantage of our Nine-Axis Linkage Spray Painting Robots.2Table of ContentsCorporate History and StructureWe are an exempted company incorporated with limited liability under laws of theCayman Islands on July 26,2023,with operations conducted through our PRCoperating subsidiaries,Shenzhen Sowell,Wuxi Sowell,Suzhou Sowell,ShenzhenSowell Digital,Shenzhen Aiyin,and Hezhi Rongtong.The following diagram illustrates our corporate structure as of the date of thisprospectus.For more detail on our corporate history please refer to“CorporateHistory and Structure”on page 77 of this prospectus.Certain Risks and Limitations Related to Doing Business in ChinaWe face various legal and operational risks and uncertainties as substantially allof our operations are in China.The PRC government has authority to regulate aChina-based company,like us,to conduct its business,accept foreign investmentsor list on a U.S.stock exchange.For example,we face risks associated withregulatory approvals of offshore offerings,anti-monopoly regulatory actions,andcybersecurity and data privacy.Because substantially all of our operations are in mainland China,our business issubject to the complex and rapidly evolving laws and regulations of mainland China.PRC laws and regulations governing our current business operations are sometimesrevised,adjusted,or refined with detailed rules.See“Risk FactorsRisksRelated to Doing Business in ChinaBecause substantially all of our operationsare in China,our business is subject to the complex and rapidly evolving laws andregulations there,which could result in a material change in our operations and/orthe value of our Ordinary Shares.”on page 33,“PRC laws and regulations governingour current business operations are sometimes revised,adjusted,or refined withdetailed rules.”on page 37,and“Changes in Chinas economic,political orsocial conditions or government policies could have a material adverse effect onour business and operations.”on page 40 of this prospectus.The Chinese government may exert more control over offerings conducted overseasand/or foreign investment in China-based issuers,which could result in a materialchange in our operations and/or the value of our securities.See“RiskFactors Risks Relating to our operation in the Peoples Republic ofChinaThe PRC government has significant authority to exert influence on ouroperations in mainland China.”On page 33 of this prospectus.Furthermore,the PRCgovernment has recently promulgated the new filing-based administrative rules foroverseas offering and listing by domestic companies in China.These risks couldresult in a material change in our operations and the value of our Ordinary Shares,or could significantly limit or completely hinder our ability to offer or continueto offer securities to investors and cause the value of such securities tosignificantly decline or become worthless.See“Risk FactorsRisks Related toDoing Business in ChinaWith the promulgation of the new filing-based3Table of Contentsadministrative rules for overseas offering and listing by domestic companies inChina,or if the PRC government were to impose new requirements for approval fromthe PRC authorities to issue our Ordinary Shares to foreign investors or list on aforeign exchange,failure to comply with the relevant requirements couldsignificantly limit or completely hinder our ability to offer or continue to offersecurities to investors and cause the value of such securities to significantlydecline or be worthless.”on page 35 of this prospectus.It may present some difficulties for you to effect service of process or theU.S.courts judgments obtained in U.S.courts upon us or our directors andofficers,many of whom are not residents in the United States,and whosesignificant part of assets are located outside of the UnitedStates.In addition,under Chinese law,you can apply to a competent Chinese court for recognition andenforcement of U.S.court judgments,but there is no guarantee that it wouldrecognize or enforce judgments of U.S.courts against us or such persons predicatedupon the civil liability provisions of the securities laws of the UnitedStates orany state.In addition,it is uncertain whether such Cayman Islands or PRC courtswould entertain original actions brought in the courts of the Cayman Islands or thePRC against us or such persons predicated upon the securities laws of theUnitedStates or any state.See“Prospectus SummarySummary of SignificantRisk FactorsRisks Related to Doing Business in ChinaYou may experiencesome difficulties in effecting service of legal process,enforcing foreignjudgments or bringing actions in foreign country against us or our management namedin the prospectus.”on page 11.There are certain limitations on our ability to transfer cash between us or oursubsidiaries.In order for us to paydividends to our shareholders,we may rely onthe distribution of profits of the PRC operating entities to the Hong Kongsubsidiary.PRC regulations currently permit the payment of dividends only out ofaccumulated profits,as determined in accordance with accounting standards and PRCregulations.To the extent any funds or assets in the business is in mainland Chinaor HongKong or a mainland China or HongKong entity,the funds or assets may notbe available to fund operations or for other use outside of mainland China orHong Kong,due to the interventions in or the imposition of restrictions andlimitations by PRC governments which may limit our ability to transfer funds,paydividends or make distribution.See“Prospectus SummarySummary of SignificantRisk FactorsRisks Related to Doing Business in ChinaTo the extent anyfunds or assets in the business is in mainland China or HongKong or a mainlandChina or Hong Kong entity,the funds or assets may not be available to fundoperations or for other use outside of mainland China or HongKong.”on page 11 ofthis prospectus,and“Risk Factors Risks Related to Doing Business inChinaTo the extent any funds or assets in the business is in mainland China orHongKong or a mainland China or HongKong entity,the funds or assets may not beavailable to fund operations or for other use outside of mainland China orHongKong.”on page 42 of this prospectus.Furthermore,if our subsidiaries inmainland China incurs debt on its own in the future,the instruments governing thedebt may restrict its ability to pay dividends or make other payments.In addition,the PRC Enterprise Income Tax Law and its implementation rules provide that awithholding tax at a rate of 10%will be applicable to dividends payable bycompanies in mainland China to enterprises outside of mainland Chinaunless reducedunder treaties or arrangements between the PRC central government and thegovernments of other countries or regions where the enterprises outside of mainlandChina are tax resident.See“Prospectus Summary Dividend Distributions orAssets Transfer among the Holding Company and Subsidiaries.”on page 7 of thisprospectus,“Prospectus SummarySummary of Significant Risk FactorsRisksRelated to Doing Business in ChinaThe transfer of funds,dividends and otherdistributions between us and our subsidiaries is subject to restriction.”on page11,“Prospectus SummarySummary of Significant Risk FactorsRisks Relatedto Doing Business in China We must remit the offering proceeds to our PRCoperating subsidiaries before they may be used to benefit our business in China,the process of which may be time-consuming,and we cannot assure that we can finishall necessary governmental registration processes in a timely manner.”on page 11of this prospectus,“Risk Factors Risks Related to Doing Business inChinaThe transfer of funds,dividends and other distributions between us andour subsidiaries is subject to restriction.”on pages 41 of this prospectus,and“Risk FactorsRisks Related to Doing Business in ChinaWe must remit theoffering proceeds to our PRC operating subsidiaries before they may be used tobenefit our business in China,the process of which may be time-consuming,and wecannot assure that we can finish all necessary governmental registration processesin a timely manner.”on page 42 of this prospectus.In addition,any transfer offunds by us to our PRC subsidiaries,either as a shareholder loan or as an increasein registered capital,are subject to approval by or registration or filing withrelevant governmental authorities in China.Any foreign loans procured by our PRCsubsidiary is required to be registered with Chinas State Administration ofForeign Exchange(“SAFE”)in its local branches and satisfy relevant requirements,and our PRC subsidiaries may not procure loans which exceed the difference betweenits respective total project investment amount and registered capital or threetimes(which may be varied year by year due to the change of PRCs national macro-control policy)of the net assets of our PRC subsidiaries.According to therelevant PRC regulations on foreign-invested enterprises in China,4Table of Contentscapital contributions to our PRC subsidiaries are subject to the registration withState Administration for Market Regulation in its local branches,report submissionto the Ministry of Commerce in its local branches and registration with a localbank authorized by SAFE.Based on our understanding of the HongKong laws andregulations,as of the date of this prospectus,there is no restriction imposed bythe Hong Kong government on the transfer of capital within,into and out ofHongKong(including funds from HongKong to mainland China),except transfer offunds involving money laundering and criminal activities.Notwithstanding theforegoing,we cannot assure that there will not be any changes in the future in theeconomic,political and legal environment in HongKong and that the PRC governmentwill not in the future exert influence over changes to laws and regulations ofHongKong to impose restrictions on the transfer of capital within,into and out ofHongKong.Approvals from PRC Authorities to Conduct Our Operations and IssueOrdinary Shares to Foreign InvestorsOur operations in the PRC are governed by PRC laws and regulations.Our PRC legalcounsel,Guangdong Zhuojian Law Firm,has advised us that,except as otherwisedisclosed in this prospectus,as of the date of this prospectus,based on theirunderstanding of the current PRC laws,regulations and rules,we have received theapprovals from the PRC government authorities for our business operations currentlyconducted in the PRC.Our PRC legal counsel has also advised us that,as of thedate of this prospectus,based on their understanding of the current PRC laws,regulations and rules,as a company that has substantially all operation in China,we shall comply with the New Administrative Rules Regarding Overseas Listings andgo through the filing procedures with the CSRC before the overseas offering andlisting.However,we are subject to the risks of uncertainty of any future actions of thePRC government in this regard,including the risk that the PRC government coulddisallow our holding company structure,which would likely result in a materialchange in our operations,including our ability to continue our existing holdingcompany structure,carry on our current business,accept foreign investments,andoffer or continue to offer securities to our investors.These adverse actions couldcause the value of our Ordinary Shares to significantly decline or becomeworthless.We may also be subject to penalties and sanctions imposed by the PRCregulatory agencies,including the CSRC,if we fail to comply with such rules andregulations,which would likely adversely affect the ability of our securities tobe listed on a U.S.exchange and would likely cause the value of our securities tosignificantly decline or become worthless.Recently,the PRC government initiated a series of regulatory actions and made anumber of public statements on the regulation of business operations in mainlandChina,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companies listed overseas using variableinterest entity structure,adopting new measures to extend the scope ofcybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.Forexample,on July 6,2021,the General Office of the Communist Party of ChinaCentral Committee and the General Office of the State Council jointly issued adocument to crack down on illegal activities in the securities market and promotethe high-quality development of the capital market,which,among other things,requires the relevant governmental authorities to strengthen cross-border oversightof law-enforcement and judicial cooperation,to enhance supervision over China-based companies listed overseas,and to establish and improve the system ofextraterritorial application of the PRC securities laws.On December28,2021,the Cyberspace Administration of China(the“CAC”),jointlywith the relevant authorities,formally published Measures for Cybersecurity Review(2021)which took effect on February15,2022.Measures for Cybersecurity Review(2021)stipulates that operators of critical information infrastructure purchasingnetwork products and services and online platform operator carrying out dataprocessing activities that affect or may affect national security,shall conduct acybersecurity review.Any online platform operator who controls more than onemillion users personal information must go through a cybersecurity review by thecybersecurity review office if it seeks to be listed in a foreign country.Ourbusiness does not rely on the collection of user data or implicate cybersecurityand we do not possess more than one million users individual information,our PRCcounsel,Guangdong Zhuojian Law Firm,is therefore of the opinion that as of dateof this prospectus,we are not subject to a cybersecurity review under the Measuresfor Cybersecurity Review(2021).On February17,2023,the CSRC issued Trial Administrative Measures of OverseasSecurities Offering and Listing by Domestic Companies(the“Trial AdministrativeMeasures”)and relevant supporting guidelines(collectively with the TrialAdministrative Measures,the“New Administrative Rules Regarding OverseasListings”),which came into effect on March31,2023.The New Administrative RulesRegarding Overseas Listings aim to lay out the filing5Table of Contentsregulation arrangement for both direct and indirect overseas listing and clarifythe determination criteria for indirect overseas listing in overseas markets.TheNew Administrative Rules Regarding Overseas Listings,among other things,stipulatethat,after making relevant applications with overseas stock markets for initialpublic offerings or listings,all China-based companies shall file with the CSRCwithin three workingdays.Where a China-based company submits its application forinitial public offering and listing overseas by secret or non-public means,it maysubmit explanations at the time of filing with the CSRC,apply to postpone thedisclosure of the information,and shall report to the CSRC within threeworking days after the applications for offering and listing are made publicoverseas.After completing overseas offerings and listings,China-based companiesshall report to the CSRC in accordance with the guidance.The required filingmaterials with the CSRC include(without limitation):(i)record-filing reports andrelated undertakings,(ii)compliance certificates,filing or approval documentsfrom the primary regulator of the applicants businesses(if applicable),(iii)security assessment opinions issued by related departments(if applicable),(iv)PRC legal opinions,and(v)prospectus or listing documents.In addition,overseas offerings and listings may be prohibited for such China-based companieswhen any of the following applies:(1)if the intended securities offerings andlistings are specifically prohibited by the laws,regulations or provision of thePRC;(2)if the intended securities offerings and listings may constitute a threatto,or endanger national security as reviewed and determined by competentauthorities under the State Council in accordance with laws;(3)if,in the pastthree years,the China-based companies,controlling shareholders or de factocontrollers have committed corruption,bribery,embezzlement,misappropriation ofproperty,or other criminal offenses disruptive to the order of the socialistmarket economy;(4)if the China-based companies are under judicial investigationfor suspicion of criminal offenses,or are under investigation for suspicion ofmajor violations,and no clear conclusion has been reached;(5)if there is amaterial ownership dispute over the equity held by the controlling shareholder orthe shareholder subject to the controlling shareholder or de facto controllers.Wedo not believe any of the five prohibited situations aforementioned applies to us.The New Administrative Rules Regarding Overseas Listings further stipulate that afine between RMB 1million and RMB 10million may be imposed if an applicant failsto fulfil the filing requirements with the CSRC or conducts an overseas offering orlisting in violation of the New Administrative Rules Regarding Overseas Listings.Our PRC counsel,Guangdong Zhuojian Law Firm,has advised us that,based on itsunderstanding of the current PRC laws and regulations,our offering will beidentified as an indirect overseas issuance and listing under the NewAdministrative Rules Regarding Overseas Listings.We are therefore subject to theapproval,filing or other requirements of the CSRC in connection with thisoffering.We have timely submitted the filing with the CSRC as per requirement ofthe New Administrative Rules Regarding Overseas Listings,which is currently underreview.Furthermore,on February24,2023,the CSRC,together with the Ministry of Finance,the National Administration of State Secrets Protection Bureau and the NationalArchives Administration issued the Archives Rules and the Archives Rules came intoeffect together with the Trial Administrative Measures on March 31,2023.TheArchives Rules expand their application to cover indirect overseas offering andlisting,stipulating that a domestic company which plans to publicly disclose anydocuments and materials containing state secrets or working secrets of governmentagencies,shall first obtain approval from competent authorities according to law,and file with the secrecy administrative department at the same level.Since the New Administrative Rules Regarding Overseas Listings and the ArchivesRules are newly promulgated,we cannot assure you that we will be able to receiveclearance of such filing requirements in a timely manner,or at all,in the future.There is a possibility that we may not be able to obtain or maintain the approvalprior to the completion of this offering,and the offering will be delayed until wehave obtained CSRC approval,which may take severalmonths.These authorities mayimpose fines and penalties upon our operations in China,delay or restrict therepatriation of the proceeds from this offering into China,or take other actionsthat could have a material adverse effect upon our business,financial condition,results of operations,reputation and prospects,as well as the market value of ourOrdinary Shares.The CSRC or other Chinese regulatory agencies may also require us,or make it advisable for us,to terminate this offering prior to closing.Anyfailure of us to fully comply with new regulatory requirements may significantlylimit or completely hinder our ability to offer or continue to offer the OrdinaryShares,cause significant disruption to our business operations,severely damageour reputation,materially and adversely affect our financial condition and resultsof operations,and cause the Ordinary Shares to significantly decline in value orbecome worthless.See“Risk Factors Risks Related to Doing Business inChinaWith the promulgation of the new filing-based administrative rules foroverseas offering and listing by domestic companies in China,or if the PRCgovernment were to impose new requirements for approval from the PRC authorities toissue our Ordinary Shares to foreign investors or list on a foreign exchange,failure to comply with the relevant requirements could significantly limit orcompletely hinder our ability to offer or continue to offer securities to investorsand cause the value of such securities to significantly decline or be worthless.”on page 35 of this prospectus.6Table of ContentsDividend Distributions or Assets Transfer among the Holding Company andSubsidiariesWe are a holding company with no material operations of our own and do not generateany revenue.We currently conduct substantially all of our operations through ourPRC operating entities.We are permitted under PRC laws and regulations to providefunding to our PRC subsidiaries only through loans or capital contributions,andonly if we satisfy the applicable government registration and approvalrequirements.See“Risk Factors Risks Related to Doing Business inChina PRC regulation of loans and direct investment by offshore holdingcompanies to PRC entities may delay or prevent us from using the proceeds of thisoffering to make loans or additional capital contributions to our PRC subsidiaries,which could materially and adversely affect our liquidity and our ability to fundand expand our business,”on page 43 of this prospectus.Neither we nor our subsidiaries have cash management policies dictating how fundsare transferred,and each entity needs to comply with applicable laws orregulations with respect to transfer of funds,dividends and distributions withother entities.As of the date of this prospectus,there has been no cash flows,includingdividends,transfers and distributions,between our company and oursubsidiaries.As of the date of this prospectus,there has been no dividend ordistributions made between U.S.investors,other investors and the companysentities.Cash proceeds raised from overseas financing activities,including the cashproceeds from this offering,will be transferred by us to Sowell BVI,and thentransferred to Sowell HK,and then transferred to Sowell Shanwei,and thentransferred to Shenzhen Sowell and its subsidiaries as capital contribution and/orshareholder loans as the case may be.Any transfer of funds by us to our PRCsubsidiaries,either as a shareholder loan or as an increase in registered capital,are subject to approval by or registration or filing with relevant governmentalauthorities in China.Any foreign loans procured by our PRC subsidiaries isrequired to be registered with Chinas State Administration of Foreign Exchange(“SAFE”)in its local branches and satisfy relevant requirements,and our PRCsubsidiaries may not procure loans which exceed the difference between itsrespective total project investment amount and registered capital or three times(which may be varied year by year due to the change of PRCs national macro-controlpolicy)of the net assets of our PRC subsidiaries.According to the relevant PRCregulations on foreign-invested enterprises in China,capital contributions to ourPRC subsidiaries are subject to the registration with SAMR in its local branches,report submission to the Ministry of Commerce in its local branches andregistration with a local bank authorized by SAFE.Please see“RiskFactors Risks Related to Doing Business in China We must remit theoffering proceeds to our PRC operating subsidiaries before they may be used tobenefit our business in China,the process of which may be time-consuming,and wecannot assure that we can finish all necessary governmental registration processesin a timely manner.”on page 42 of this prospectus.We intend to keep any futureearnings to re-invest in and finance the expansion of our business,and we do notanticipate that any cash dividends will be paid in the foreseeable future.Under Cayman Islands law,a Cayman Islands company may pay a dividend on its sharesout of profits of the company or its share premium amount or a combination of both,provided that in no circumstances may a dividend be paid if this would result inthe company being unable to pay its debts as they fall due in the ordinary courseof business.If we determine to pay dividends on any of our Ordinary Shares in thefuture,as a holding company,unless we receive proceeds from future offerings,Sowell will be dependent on receipt of funds from our BVI subsidiary,which will bedependent on receipt of dividends from our HongKong subsidiary,which will bedependent on receipt of payments from our PRC subsidiaries in accordance with thelaws and regulations of the PRC and HongKong.The ability of the PRC subsidiaries to distribute dividends is based upon theirrespective distributable earnings.Current PRC regulations permit the PRCsubsidiaries to pay dividends only out of its accumulated profits,if any,determined in accordance with Chinese accounting standards and regulations.Inaddition,each PRC subsidiary is required to set aside at least 10%of their after-tax profits each year,if any,to fund a statutory reserve until such reservereaches 50%of their registered capital.Each of such similar entity in China mayalso set aside a portion of its after-tax profits to fund an optional reserve,although the amount to be set aside,if any,is determined at the discretion ofsuch entitys shareholder.The reserves can be used to increase the registeredcapital,cover losses made in pastyears and enhance the companys productivityand expand its business,however a companys capital reserve shall not be used tocover the companys losses.7Table of ContentsThe PRC government also imposes controls on the conversion of RMB into foreigncurrencies and the remittance of currencies out of mainland China.Therefore,wemay experience difficulties in completing the administrative procedures necessaryto obtain and remit foreign currency for the payment of dividends from our profits,if any.Further,if our subsidiaries in the PRC incurs debt on its own in thefuture,the instruments governing the debt may restrict its ability to paydividends or make other payments.Please see“Risk Factors Risks Related toDoing Business in China PRC regulation of loans and direct investment by offshoreholding companies to PRC entities may delay or prevent us from using the proceedsof this offering to make loans or additional capital contributions to our PRCsubsidiaries,which could materially and adversely affect our liquidity and ourability to fund and expand our business.”on page 43 of this prospectus;“RiskFactors Risks Related to Doing Business in China We may rely on dividends andother distributions on equity paid by our PRC subsidiaries to fund any cash andfinancing requirements we may have,and any limitation on the ability of our PRCsubsidiaries to make payments to us could have a material and adverse effect on ourability to conduct our business,”on page 45 of this prospectus;and“Risk Factors Risks Related to Doing Business in China Governmental control of currencyconversion may limit our ability to utilize our revenues effectively and affect thevalue of your investment.”on page 45 of this prospectus.Our subsidiaries in the PRC generate and retain cash generated from operatingactivities and re-invests it in our business.As of the date of this prospectus,none of our PRC subsidiaries has paid any dividends to the offshore companies.Based on our understanding of the HongKong laws and regulations,as of the date ofthis prospectus,there is no restriction imposed by the HongKong government on thetransfer of capital within,into and out of Hong Kong(including funds fromHongKong to mainland China),except transfer of funds involving money launderingand criminal activities.Notwithstanding the foregoing,we cannot assure that therewill not be any changes in the future in the economic,political and legalenvironment in HongKong and that the PRC government will not in the future exertinfluence over changes to laws and regulations of HongKong to impose restrictionson the transfer of capital within,into and out of HongKong.Please see“RiskFactors Risks Related to Doing Business in China To the extent any funds orassets in the business is in mainland China or Hong Kong or a mainland China orHong Kong entity,the funds or assets may not be available to fund operations orfor other use outside of mainland China or Hong Kong.”on page 42 of thisprospectus.Based on the BVI laws and regulations,as of the date of thisprospectus,there is no restriction on the transfer of capital within,into and outof BVI.Cash dividends,if any,on our Ordinary Shares will be paid in USD.If we areconsidered a PRC tax resident enterprise for tax purposes,any dividends we pay toour overseas shareholders may be regarded as China-sourced income and,as a result,may be subject to PRC withholding tax at a rate of up to 10%.In order for us to pay dividends to our shareholders,we may rely on payments madefrom the PRC subsidiaries and the distribution of such payments to Sowell HK asdividends from the PRC subsidiaries.Certain payments as dividends from PRCsubsidiaries to Sowell HK are subject to PRC taxes,including withholding taxes.Pursuant to the Arrangement between mainland China and the Hong Kong SpecialAdministrative Region for the Avoidance of Double Taxation and Tax Evasion onIncome,or the Double Tax Avoidance Arrangement,the 10%withholding tax rate maybe lowered to 5%if a HongKong resident enterprise owns no less than 25%of a PRCcompany.However,the 5%withholding tax rate does not automatically apply andcertain requirements must be satisfied,including without limitation that(a)theHong Kong company must be the beneficial owner of the relevant dividends;and(b)the HongKong company must directly hold no less than 25%of share ownershipin the PRC company during the twelve(12)consecutivemonths preceding its receiptof the dividends.In current practice,a Hong Kong company must obtain a taxresident certificate from the HongKong tax authority to apply for the 5%lower PRCwithholding tax rate.As the HongKong tax authority will issue such a tax residentcertificate on a case-by-case basis,we cannot assure you that we will be able toobtain the tax resident certificate from the relevant HongKong tax authority andenjoy the preferential withholding tax rate of 5%under the Double Tax AvoidanceArrangement with respect to dividends to be paid by our Shenzhen Sowell to itsimmediate holding company,Sowell HK.As of the date of this prospectus,we havenot applied for the tax resident certificate from the relevant Hong Kong taxauthority.Sowell HK intends to apply for the tax resident certificate when SowellShanwei plans to declare and pay dividends to Sowell HK.See“RiskFactorsRisks Related to Doing Business in ChinaIf we are classified as aPRC resident enterprise for PRC income tax purposes,such classification couldresult in unfavorable tax consequences to us and our non-PRC shareholders.”on page48 of this prospectus.8Table of ContentsImplications of the HFCA ActOn March 24,2021,the SEC adopted interim final rules relating to theimplementation of certain disclosure and documentation requirements of the HFCAAct.An identified issuer will be required to comply with these rules if the SECidentifies it as having a“non-inspection”year under a process to be subsequentlyestablished by the SEC.In June2021,the Senate passed the AHFCAA,which wouldreduce the time period for the delisting of foreign companies under the HFCA Act totwo consecutiveyears instead of threeyears.If our auditor cannot be inspectedby the PCAOB for two consecutive years,the trading of our securities on anyU.S.national securities exchanges,as well as any over-the-counter trading in theU.S.,will be prohibited.On September22,2021,the PCAOB adopted a final ruleimplementing the HFCA Act,which provides a framework for the PCAOB to use whendetermining,as contemplated under the HFCA Act,whether the PCAOB is unable toinspect or investigate completely registered public accounting firms located in aforeign jurisdiction because of a position taken by one or more authorities in thatjurisdiction.On December 2,2021,the SEC issued amendments to finalize rulesimplementing the submission and disclosure requirements in the HFCA Act.The rulesapply to registrants that the SEC identifies as having filed an annual report withan audit report issued by a registered public accounting firm that is located in aforeign jurisdiction and that the PCAOB is unable to inspect or investigatecompletely because of a position taken by an authority in foreign jurisdictions.OnDecember 16,2021,the PCAOB issued a report on its determinations that it isunable to inspect or investigate completely PCAOB-registered public accountingfirms headquartered in mainland China and in HongKong,because of positions takenby PRC authorities in those jurisdictions.On August 26,2022,a Statement ofProtocol was signed by the PCAOB,the CSRC and the Ministry of Finance of the PRCgoverning inspections and investigations of audit firms based in mainland China andHongKong(the“Statement of Protocol”).Pursuant to the Statement of Protocol,the PCAOB conducted inspections on select registered public accounting firmssubject to the Determination Report in Hong Kong between September andNovember 2022.On December 15,2022,the PCAOB board announced that it hascompleted the inspections,determined that it had complete access to inspect orinvestigate completely registered public accounting firms headquartered in mainlandChina and HongKong,and voted to vacate the Determination Report.On December29,2022,the CAA was signed into law by President Biden.The CAA contained,amongother things,an identical provision to the AHFCAA,which reduces the number ofconsecutive non-inspectionyears required for triggering the prohibitions under theHFCA Act from threeyears to two.Our auditor,WWC,P.C.,an independent registered public accounting firm thatissued the audit report for the years ended March 31,2022 and 2023 includedelsewhere in this prospectus,as an auditor of companies that are traded publiclyin the UnitedStates and a firm registered with the PCAOB,is subject to laws inthe United States pursuant to which the PCAOB conducts regular inspections toassess its compliance with the applicable professional standards.WWC,P.C.,isheadquartered in San Mateo,California,and has been inspected by the PCAOB on aregular basis.Our auditor is not identified in the report issued by the PCAOB on December16,2021 as a firm subject to the PCAOBs determination.Notwithstanding the foregoing,in the future,if there is any regulatory change or step taken by PRC regulatorsthat does not permit WWC,P.C.to provide audit work papers located in mainlandChina or HongKong to the PCAOB for inspection or investigation,or the PCAOB re-evaluates its determination as a result of any obstruction with the implementationof the Statement of Protocol in the future,you may be deprived of the benefits ofsuch inspection which could result in limitation or restriction to our access tothe U.S.capital markets and trading of our securities on a national exchange or“over-the-counter”markets may be prohibited under the HFCA Act.In addition,under the HFCA Act,our securities may be prohibited from trading on the Nasdaq orother U.S.stock exchanges if our auditor is not inspected by the PCAOB for threeconsecutiveyears,which could be reduced to two consecutiveyears if the AHFCAA,passed by the U.S.Senate on June 22,2021,is signed into law,and thisultimately could result in our Ordinary Shares being delisted by the exchange.Further,we cannot assure you whether Nasdaq or regulatory authorities would applyadditional and more stringent criteria to us after considering the effectiveness ofour auditors audit procedures and quality control procedures,adequacy ofpersonnel and training,or sufficiency of resources,geographic reach or experienceas it relates to the audit of our financial statements.See“RiskFactorsRecent joint statement by the SEC and the PCAOB,proposed rule changessubmitted by Nasdaq,and an act passed by the US Senate all call for additional andmore stringent criteria to be applied to emerging market companies upon assessingthe qualification of their auditors,especially the non-U.S.auditors who are notinspected by the PCAOB.These developments could add uncertainties to ouroffering.”on page 51 of this prospectus.9Table of ContentsImpacts ofCOVID-19On March11,2020,the World Health Organization declared COVID-19 a pandemic.Theoutbreak has reached almost every country,resulting in the implementation ofsignificant governmental measures from time to time,including lockdowns,closures,quarantines,and travel bans,intended to control the spread of the virus.The PRCgovernment ordered quarantines,travel restrictions,and the temporary closure ofstores and facilities from time to time,from March 2020 to November 2022.Companies also took precautions,such as requiring employees to work remotely,imposing travel restrictions,and temporarily closing businesses.Therefore,likemany others,our business was temporarily and adversely impacted by the COVID-19 coronavirus outbreak to a certain extent:we experienced some resultingdisruptions to our business operations from March2020 to November2022.From 2020 to 2022,China implemented various restrictive measures in response tothe COVID-19 pandemic,including imposing lockdowns and other restrictions fromtime to time.Since January 8,2023,China government has lifted its restrictions.However,there are still uncertainties of COVID-19s future impact,and the extentof the impact will depend on a number of factors,including the duration andseverity of the pandemic;and the macroeconomic impact of government measures tocontain the spread of COVID-19 and related government stimulus measures.Summary of Significant Risk FactorsInvesting in our Ordinary Shares involves significant risks.You should carefullyconsider all of the information in this prospectus before making an investment inour Ordinary Shares.Below is a summary of the significant risks we face,organizedunder relevant headings.These risks are discussed more fully in the section titled“Risk Factors.”Risks Related to Our Business and IndustryRisks and uncertainties related to our business and industry,beginning on page 21of this prospectus,include,but are not limited to,the following:We have a limited operating history and are subject to the risksencountered by early-stage companies.See a more detailed discussion ofthis risk factor on page 21 of this prospectus.Our historical growth may not be indicative of our future performance,which is dependent upon factors beyond our control such as marketconditions of the machine vision industry in China.See a more detaileddiscussion of this risk factor on page 21 of this prospectus.Our business may be exposed to risks associated with an increasinglyconcentrated customer base.See a more detailed discussion of this riskfactor on page 22 of this prospectus.If we are unable to retain existing customers or attract new ones,or toattract sufficient spending from our customers,our business,results ofoperations and financial condition could be materially and adverselyaffected.See a more detailed discussion of this risk factor on page 21 ofthis prospectus.If we lose the services of any of our key executive officers and other keyemployees,or are unable to retain,recruit and hire experienced staff,our ability to effectively manage and execute our operations and meet ourstrategic objectives could be harmed.See a more detailed discussion ofthis risk factor on page 23 of this prospectus.The industry in which we operate is highly fragmented and intensivelycompetitive,and if we fail to compete effectively with current or futurecompetitors,our business,results of operations and financial conditionscould be materially and adversely affected.See a more detailed discussionof this risk factor onpage 25 of this prospectus.Unauthorized use of our intellectual property by third parties,and theexpenses incurred in protecting our intellectual property rights,mayadversely affect our business,reputation and competitive edge.Intellectual property is crucial to our competitiveness and success.See amore detailed discussion of this risk factor on page 27 of thisprospectus.10Table of ContentsIf we fail to implement and maintain an effective system of internalcontrols,we may be unable to accurately or timely report our results ofoperations or prevent fraud,and investor confidence and the market priceof our Ordinary Shares may be materially and adversely affected.See amore detailed discussion of this risk factor on page 57 of thisprospectus.Risks Related to Our Corporate StructureRisks related to our corporate structure,beginning on page 31 of this prospectus,include,but are not limited to,the following:You may face difficulties in protecting your interests,and your abilityto protect your rights through U.S.courts may be limited,because we areincorporated under Cayman Islands law.See a more detailed discussion ofthis risk factor on page 31 of this prospectus.Risks Related to Doing Business in ChinaWe are based in China and have substantially all of our operations in China.Weface uncertainties related to doing business in China in general,including,butnot limited to,the following:Because substantially all of our operations are in China,our business issubject to the complex and rapidly evolving laws and regulations there.PRC laws and regulations governing our current business operations may berevised from time to time with respect to the PRC legal system,suchrevision or changes in laws and regulations in China could have a materialadverse effect on us.See a more detailed discussion of this risk factoron page 33 of this prospectus.Changes in Chinas economic,political or social conditions or governmentpolicies could have a material adverse effect on our business andoperations.See a more detailed discussion of this risk factor on page 40of this prospectus.With the promulgation of the new filing-based administrative rules foroverseas offering and listing by domestic companies in China,or if thePRC government were to impose new requirements for approval from the PRCauthorities to issue our Ordinary Shares to foreign investors or list on aforeign exchange,failure to comply with the relevant requirements couldsignificantly limit or completely hinder our ability to offer or continueto offer securities to investors and cause the value of such securities tosignificantly decline or be worthless.See a more detailed discussion ofthis risk factor on page 35 of this prospectus.The transfer of funds,dividends and other distributions between Sowelland our subsidiaries is subject to restriction.See a more detaileddiscussion of this risk factor on page 41 of this prospectus.To the extent any funds or assets in the business is in mainland China orHongKong or a mainland China or HongKong entity,the funds or assetsmay not be available to fund operations or for other use outside ofmainland China or HongKong.See a more detailed discussion of this riskfactor on page 42 of this prospectus.We must remit the offering proceeds to our PRC operating subsidiariesbefore they may be used to benefit our business in China,the process ofwhich may be time-consuming,and we cannot assure that we can finish allnecessary governmental registration processes in a timely manner.See amore detailed discussion of this risk factor on page 42 of thisprospectus.You may experience some difficulties in effecting service of legalprocess,enforcing foreign judgments or bringing actions in foreigncountry against us or our management named in the prospectus.See a moredetailed discussion of this risk factor on page 44 of this prospectus.PRC regulations relating to the establishment of offshore special purposecompanies by PRC residents may subject our PRC resident beneficial ownersor our PRC subsidiaries to liability or penalties,limit our ability toinject capital into our PRC subsidiaries,limit our PRC subsidiariesability to increase their registered capital or distribute profits to us,or may otherwise adversely affect us.See a more detailed discussion ofthis risk factor on page 46 of this prospectus.11Table of ContentsRisks Related to Our Ordinary Shares and This OfferingRisks and uncertainties related to our Ordinary Shares and this offering,beginningon page 49 of this prospectus,include,but are not limited to,the following:There has been no public market for our Ordinary Shares prior to thisoffering,and you may not be able to resell our Ordinary Shares at orabove the price you paid,or at all.See a more detailed discussion ofthis risk factor on page 49 of this prospectus.A sale or perceived sale of a substantial number of our Ordinary Sharesmay cause the price of our Ordinary Shares to decline.See a more detaileddiscussion of this risk factor on page 50 of this prospectus.If we are listed on the Nasdaq Capital Market and our financial conditiondeteriorates,we may not meet the continued listing standards of theNasdaq Capital Market.See a more detailed discussion of this risk factoron page 50 of this prospectus.The market price for the Ordinary Shares may be volatile.See a moredetailed discussion of this risk factor on page 53 of this prospectus.We may experience extreme stock price volatility unrelated to our actualor expected operating performance,financial condition or prospects,making it difficult for prospective investors to assess the rapidlychanging value of our Ordinary Shares.See a more detailed discussion ofthis risk factor on page 53 of this prospectus.Compliance with Foreign InvestmentThe PRC Foreign Investment Law grants national treatment to foreign-investedentities,except for those foreign-invested entities that operate in industriesspecified as either“restricted”or“prohibited”from foreign investment in theNegative List(2021).The PRC Foreign Investment Law provides that(i)foreign-invested entities operating in“restricted”industries are required to obtainmarket entry clearance and other approvals from relevant PRC governmentauthorities;and(ii)foreign investors shall not invest in any industries that are“prohibited”under the Negative List(2021).As of the date of this prospectus,wedo not conduct any business that falls into the category of“restricted”industries or“prohibited”industries under the Negative List(2021).Recent Regulatory Development in PRCWe are a holding company incorporated in the Cayman Islands with substantially allof our operations conducted by our operating entities in PRC.We are aware that,recently,the PRC government initiated a series of regulatory actions and made anumber of public statements on the regulation of business operations in China,including cracking down on illegal activities in the securities market,enhancingsupervision over China-based companies listed overseas using variable interestentity structure,adopting new measures to extend the scope of cybersecurityreviews,and expanding the efforts in anti-monopoly enforcement.For example,onJuly6,2021,the General Office of the Communist Party of China Central Committeeand the General Office of the State Council jointly issued a document to crack downon illegal activities in the securities market and promote the high-qualitydevelopment of the capital market,which,among other things,requires the relevantgovernmental authorities to strengthen cross-border oversight of law-enforcementand judicial cooperation,to enhance supervision over China-based companies listedoverseas,and to establish and improve the system of extraterritorial applicationof the PRC securities laws.In addition,on December28,2021,the CAC adopted an amended Cybersecurity ReviewMeasures,which became effective on February 15,2022.Pursuant to the amendedCybersecurity Review Measures,online platform operators holding more than onemillion users individual information shall be subject to cybersecurity reviewbefore listing abroad.We believe we may not be subject to the cybersecurity reviewby the CAC,pursuant to the Cybersecurity Review Measures and the Data SecurityManagement Regulations Draft(if it becomes effective as it is currentlypublished),given that our business does not rely on the collection of user data orimplicate cybersecurity and we do not possess more than one million usersindividual information.12Table of ContentsOn February 17,2023,the CSRC issued the New Administrative Rules RegardingOverseas Listings,which came into effect March31,2023.According to the NewAdministrative Rules Regarding Overseas Listings,among other things,a domesticcompany in the PRC that seeks to offer and list securities in overseas marketsshall fulfill the filing procedure with the CSRC as per requirement of the TrialAdministrative Measures.Where a domestic company seeks to indirectly offer andlist securities in overseas markets,the issuer shall designate a major domesticoperating entity,which shall,as the domestic responsible entity,file with theCSRC.Initial public offerings or listings in overseas markets shall be filed withthe CSRC within 3 working days after the relevant application is submittedoverseas.Our PRC counsel,Guangdong Zhuojian Law Firm,has advised us that,basedon its understanding of the current PRC laws and regulations,our offering will beidentified as an indirect overseas issuance and listing under the NewAdministrative Rules Regarding Overseas Listings.We are therefore subject to theapproval,filing or other requirements of the CSRC in connection with thisoffering.We have timely submitted the filing with the CSRC as per requirement ofthe New Administrative Rules Regarding Overseas Listings,which is currently underreview.However,since the New Administrative Rules Regarding Overseas Listings arenewly promulgated,we cannot assure that we will be able to complete the relevantfilings in a timely manner or fulfil all the regulatory requirements thereunder.For details,see“Regulations Regulations Relating to Overseas Listings.”On February 24,2023,the CSRC promulgated the Provisions on StrengtheningConfidentiality and Archives Administration of Overseas Securities Offering andListing by Domestic Companies(the“Confidentiality and Archives AdministrationProvisions”),which also became effective on March31,2023.The Confidentialityand Archives Administration Provisions set out rules,requirements and proceduresrelating to provision of documents,materials and accounting archives forsecurities companies,securities service providers,overseas regulators and otherentities and individuals in connection with overseas offering and listing,including without limitation to,domestic companies that carry out overseasoffering and listing(either in direct or indirect means)and the securitiescompanies and securities service providers(either incorporated domestically oroverseas)that undertake relevant businesses shall not leak any state secret andworking secret of government agencies,or harm national security and publicinterest,and a domestic company shall first obtain approval from competentauthorities according to law,and file with the secrecy administrative departmentat the same level,if it plans to,either directly or through its overseas listedentity,publicly disclose or provide any documents and materials that contain statesecrets or working secrets of government agencies.Working papers produced in theChinese mainland by securities companies and securities service providers in theprocess of undertaking businesses related to overseas offering and listing bydomestic companies shall be retained in the Chinese mainland.Where such documentsneed to be transferred or transmitted to outside the Chinese mainland,relevantapproval procedures stipulated by regulations shall be followed.While we believewe do not involve leaking any state secret and working secret of governmentagencies,or harming national security and public interest in connection withprovision of documents,materials and accounting archives,we may be required toperform additional procedures in connection with the provision of accountingarchives.For details,see“Regulations Regulations Relating to OverseasListings.”Since these statements and regulatory actions are new,we cannot predict how thelegislative or administrative regulation making bodies may respond and whatexisting or new laws or regulations or detailed implementations and interpretationsmay be modified or promulgated,if any.It is also uncertain what the potentialimpact such modified or new laws and regulations will have on PRC subsidiariesdaily business operation,its ability to accept foreign investments and the listingof our Ordinary Shares on a U.S.or other foreign exchanges.We were advised by ourPRC counsel,Guangdong Zhuojian Law Firm,that except for the filling procedureswith the CSRC and reporting of relevant information according to the TrialAdministrative Measures,under existing PRC laws,we and our subsidiaries are notrequired to obtain other regulatory approval for this offering of our OrdinaryShares to foreign investors from the CSRC or other PRC authorities,or to passcybersecurity review of the CAC,and we,and our subsidiaries have received,orwill obtain all requisite permissions and approvals from PRC authorities forcurrent business operation in the PRC and this offering of our Ordinary Shares toforeign investors.As of the date of this prospectus,none of those permissions orapprovals has been revoked or denied by PRC authorities.13Table of ContentsImplications of Being an Emerging Growth CompanyAs a company with less than$1.235billion in revenue for our last fiscal year,wequalify as an“emerging growth company”pursuant to the Jumpstart Our BusinessStartups Act of 2012(the“JOBS Act”).An emerging growth company may takeadvantage of specified reduced reporting and other requirements compared to thosethat are otherwise applicable generally to public companies.These provisionsinclude:being permitted to present only twoyears of audited financial statementsand only twoyears of related Managements Discussion and Analysis ofFinancial Condition and Results of Operations in our SEC filings;not being required to comply with the auditor attestation requirements ofSection404 of the Sarbanes-Oxley Act;reduced disclosure obligations regarding executive compensation inperiodic reports,proxy statements and registration statements;andexemptions from the requirements of holding a nonbinding advisory vote onexecutive compensation and shareholder approval of any golden parachutepayments not previously approved.The JOBS Act also provides that an emerging growth company does not need to complywith any new or revised financial accounting standards until a private company isotherwise required to comply with such new or revised accounting standards.We haveelected to use the extended transition period under the JOBS Act.Accordingly,ourfinancial statements may not be comparable to the financial statements of publiccompanies that comply with such new or revised accounting standards.We will remain an emerging growth company until the earliest of(a)the lastdayof the fiscal year during which we have total annual gross revenues of at least$1.235 billion;(b)the last day of our fiscal year following the fifthanniversary of the completion of this offering;(c)the date on which we have,during the preceding three-year period,issued more than$1.0 billion in non-convertible debt;or(d)the date on which we are deemed to be a“largeaccelerated filer”under the Securities ExchangeActof1934,as amended(the“ExchangeAct”),which would occur as of the end of our fiscal year if the marketvalue of our Ordinary Shares that are held by non-affiliates exceeds$700millionas of the last businessday of our most recently completed second fiscal quarter.Once we cease to be an emerging growth company,we will not be entitled to theexemptions provided in the JOBS Act discussed above.Implications of Being a Foreign Private IssuerWe are incorporated in the Cayman Islands and more than 50%of our outstandingvoting securities are not directly or indirectly held by residents of theUnited States.Therefore,we are a“foreign private issuer,”as defined inRule405 under the Securities Act and Rule3b-4(c)under the ExchangeAct.As aresult,we are not subject to the same requirements as U.S.domestic issuers.Underthe ExchangeAct,we will be subject to reporting obligations that,to some extent,are more lenient and less frequent than those of U.S.domestic reporting companies.For example:we are not required to provide as many ExchangeAct reports or provideperiodic and current reports as frequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our homecountry requirements,which are less rigorous than the rules that apply todomestic public companies;we are not required to provide the same level of disclosure on certainissues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventingissuers from making selective disclosures of material information;we are not required to comply with the sections of the Exchange Actregulating the solicitation of proxies,consents or authorizations inrespect of a security registered under the ExchangeAct;andwe are not required to comply with Section 16 of the Exchange Actrequiring insiders to file public reports of their share ownership andtrading activities and establishing insider liability for profits realizedfrom any“short-swing”trading transaction.14Table of ContentsCorporate InformationOur principal executive offices are located at Shenzhen Integrated Circuit DesignApplication Industry Park,Unit505-3 Chaguang Road No.1089,Nanshan District,Shenzhen,China.Our telephone number at this address is 86 400-616-9629.Ourreg

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  • 特海国际(海底捞海外子公司)(HDL)美股IPO上市招股说明书(273页).pdf

    F-1 1 tm2331649-12_f1.htm F-1TABLE OF CONTENTSAs filed with the Securities and Exchange Commission on April 26,2024Registration No.333-SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 SUPER HI INTERNATIONAL HOLDING LTD.(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands(State or other jurisdiction ofincorporation or organization)5812(Primary Standard IndustrialClassification Code Number)Not Applicable(I.R.S.EmployerIdentification No.)1 Paya Lebar Link,#09-04PLQ 1 Paya Lebar QuarterSingapore 408533 65 6378 1921(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,New York 10168(212)947-7200(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Mengyu Lu,Esq.Samantha Peng,Esq.Ming Kong,Esq.Ashlee Wu,Esq.Kirkland&Ellis International LLPc/o 26th Floor,Gloucester TowerThe Landmark15 Queens Road CentralHong Kong 852 3761 3300 Raymond Li,Esq.Steven Hsu,Esq.Paul Hastings LLP22/F Bank of China Tower,1 Garden Road,CentralHong Kong 852 2867 1288 Christopher DeCresce,Esq.Paul Hastings LLP200 Park AvenueNew York,New York 10166 1 212 318-6000 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 delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check thefollowing box and list 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(c)under the Securities Act,check the following box and list theSecurities 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 following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 7(a)(2)(B)of the Securities Act.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until theRegistrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordancewith Section 8(a)of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and ExchangeCommission,acting pursuant to said Section 8(a),may determine.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to itsAccounting Standards Codification after April 5,2012.(1)TABLE OF CONTENTSSubject to Completion.Dated,2024.American Depositary SharesSUPER HI INTERNATIONAL HOLDING LTD.Representing ordinary sharesWe are offering American depositary shares,or ADSs.Each ADS represents of our ordinaryshares,par value US$0.000005 per share.This is our initial public offering in the United States,and no public market currently exists for our ADSs.Ourordinary shares have been listed on The Stock Exchange of Hong Kong Limited(the“HKEx”)since December 30,2022under the stock code“9658.”On ,the closing sale price of our ordinary shares on the HKEx wasHK$per share,equivalent to a price of US$per ADS,assuming an exchange rate of US$1.00to HK$.The offering price of our ADSs will be determined by reference to the closing price of our ordinary shares on theHKEx on the prior trading day to the pricing date,after taking into account prevailing market conditions and throughnegotiations between us and the underwriters.For a discussion of factors considered in determining the price to thepublic of the ADSs,see“Underwriting”in this prospectus.After pricing of the offering,we expect that the shares will trade on the Nasdaq Stock Market under the symbol“HDL.”We believe that upon the completion of this offering,we will meet the standards for listing on the Nasdaq StockMarket,and the closing of this offering is contingent upon such listing.We are an“emerging growth company”under applicable U.S.federal securities laws and are eligible for reducedpublic company reporting requirements.As of the date of this prospectus,entities controlled by Mr.Yong Zhang collectively owns 47.64%of ouroutstanding shares.As the largest shareholder of our company,Mr.Yong Zhang,who is the spouse of Ms.Ping Shu,ourdirector and chairman of the board of directors,has substantial influence over our business.Investing in our ADSs involves risks that are described in the“Risk Factors”section beginning on page 14 of thisprospectus.PRICE US$PER ADSNeither the United States Securities and Exchange Commission nor any other regulatory body has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus.Any representation to thecontrary is a criminal offense.Per ADS Total Initial public offering price US$US$Underwriting discount and commissions US$US$Proceeds,before expenses,to us US$US$See“Underwriting”for additional information regarding compensation payable by us to the underwriters.The underwriters have a 30-day option to purchase up to an additional ADSs from us at the initialpublic offering price less the underwriting discount.The underwriters expect to deliver the ADSs to purchasers on or about,2024.Morgan Stanley Huatai Securities Prospectus dated,2024.The information in this preliminary prospectus is not complete and may be changed.We may not sell these securities until the registration statement filed with theSecurities and Exchange Commission is effective.This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy thesesecurities in any state where the offer or sale is not permitted.(1)TABLE OF CONTENTSTABLE OF CONTENTSTABLE OF CONTENTSTABLE OF CONTENTSTABLE OF CONTENTSTABLE OF CONTENTS TABLE OF CONTENTS Page PROSPECTUS SUMMARY 1 THE OFFERING 10 SUMMARY CONSOLIDATED FINANCIAL DATA 12 RISK FACTORS 14 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 45 USE OF PROCEEDS 47 DIVIDEND POLICY 48 CAPITALIZATION 49 DILUTION 50 ENFORCEABILITY OF CIVIL LIABILITIES 52 CORPORATE HISTORY AND STRUCTURE 56 PRICE RANGE OF OUR ORDINARY SHARES 57 SELECTED CONSOLIDATED FINANCIAL DATA 58 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS 60 INDUSTRY 81 BUSINESS 84 REGULATION 103 MANAGEMENT 126 PRINCIPAL SHAREHOLDERS 134 RELATED PARTY TRANSACTIONS 137 DESCRIPTION OF SHARE CAPITAL 138 DESCRIPTION OF AMERICAN DEPOSITARY SHARES 151 CONVERSION BETWEEN ORDINARY SHARES AND ADSs 163 SHARES ELIGIBLE FOR FUTURE SALE 166 TAXATION 168 UNDERWRITING 176 EXPENSES RELATED TO THIS OFFERING 187 LEGAL MATTERS 188 EXPERTS 189 WHERE YOU CAN FIND ADDITIONAL INFORMATION 190 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 We have not authorized anyone to provide any information other than that contained in this prospectusor in any free writing prospectus prepared by or on behalf of us or to which we may have referred you.Wetake no responsibility for,and can provide no assurance as to the reliability of,any other information thatothers may give you.We and the underwriters have not authorized any other person to provide you withdifferent or additional information.We are offering to sell,and seeking offers to buy the ADSs,only injurisdictions where offers and sales are permitted.The information contained in this prospectus is accurateonly as of the date of this prospectus,regardless of the time of delivery of this prospectus or any sale of theADSs.We have not taken any action to permit a public offering of the ADSs outside the United States or topermit the possession or distribution of this prospectus outside the United States.Persons outside the United iTABLE OF CONTENTS States who come into possession of this prospectus must inform themselves about and observe anyrestrictions relating to the offering of the ADSs and the distribution of the prospectus outside the UnitedStates.Until,2024(the 25th day after the date of this prospectus),all dealers that buy,sell or tradeADSs,whether or not participating in this offering,may be required to deliver a prospectus.This is in additionto the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsoldallotments or subscriptions.iiTABLE OF CONTENTS PROSPECTUS SUMMARYThe following summary is qualified in its entirety by,and should be read in conjunction with,the moredetailed information and financial statements appearing elsewhere in this prospectus.In addition to thissummary,we urge you to read the entire prospectus carefully,especially the risks of investing in the ADSsdiscussed under“Risk Factors,”before deciding whether to invest in the ADSs.This prospectus containsinformation from an industry report dated December 15,2023 commissioned by us and prepared by Frost&Sullivan,an independent research firm,regarding the industry we operate in and our market position.Werefer to this report as the“Frost&Sullivan Report.”Our MissionOur mission is to build the leading global Chinese restaurant brand and to propagate Chinese culinaryheritage.OverviewWe are a leading Chinese cuisine restaurant brand,operating Haidilao hot pot restaurant in theinternational market.With roots in Sichuan from 1994,Haidilao has become one of the most popular andlargest Chinese cuisine brands in the world.Since opening our first restaurant in Singapore in 2012,wehave expanded to 115 self-operated restaurants in 12 countries across four continents as of December 31,2023.According to the Frost&Sullivan Report,we were the third largest Chinese cuisine restaurant brandand the largest Chinese cuisine restaurant brand originating from China in the international market in termsof 2022 revenue.Food is an expression of cultural identity,values and a way of life.Chinese cuisine is one of the richestand most diverse culinary heritages in the world,among which hot pot is one of the most popular andfastest-growing segments.In 2022,the international market for Chinese hot pot had a market size ofUS$34.3 billion.With almost 30 years of brand history,we believe that,based on our industry experience,Haidilao is well-loved by guests for its unique dining experiencewarm and attentive service,greatambiance and delicious food,standing out among global restaurant chains,which has made our Haidilaorestaurants into a worldwide cultural phenomenon.With a brand recognition that precedes our presence,which we believe is based on our years ofindustry experience,we uphold Haidilaos core values,enabling us to steadily expand in the internationalmarket.Striking a balance between honoring the Haidilao legacy and continuous innovation for localizationhas been the foundation of our growth and expansion in the international market.Brand legacy.Leveraging the Haidilao brand with approximately 30 years of cultivation and ourextensive experience in standardized restaurant operations,we effectively address challenges faced ininternational expansion through implementing our proven management philosophy of“aligned interests anddisciplined management.”Aligned interests.We believe that our motivated employees lay the foundation for satisfied guests.Under our management philosophy,the interests of our employees are highly aligned to ours,therebydriving our bottom-up dynamic growth.We believe that this principle appeals to human nature acrossdifferent cultures and regions and has been proven in Haidilaos expansion in the internationalmarkets.Disciplined management.Our disciplined management systematically ensures high-quality expansionthrough standardized operations by our headquarters controlling operational risks and providing keyresources and support to our restaurants.We maintain strict control over key aspects of restaurantoperations,including restaurant network expansion,employee training and promotion,food safety,service quality control and supply chain management.Localization.Under the framework of standardized operations and guided by core Haidilao values,weseek to adapt restaurant operations to local customs,tastes and preferences in order to provide a uniquedining experience to guests and incentivize employees in different countries.We continue to innovate in thefollowing respects.1TABLE OF CONTENTS Food and menu.We continuously develop and launch new menu items(including food ingredients,soup bases and dipping sauces)tailored to local tastes and preferences.Generally,a significantportion of our menu in each restaurant is localized.Guest services.We give employees the autonomy to discover how to best serve our guests andencourage them to adjust how we effectuate warm and personalized services based on local customsand cultural norms.Management structure.We have established a multi-layer structure involving our headquarters,senior regional managers and restaurant managers.Our headquarters hold control over criticalrestaurant management functions.Our senior regional managers who act as key roles for restaurantoperations in a certain region determined by our headquarters,are responsible for overallmanagement and strategies implementation within the region.Our restaurant managers areresponsible for managing the day-to-day operations of our restaurants.Benefiting from our proven management philosophy and successful localization efforts,we have builtan international Haidilao restaurant network with highly standardized operations,effective managementsystems and motivated employees.We have achieved strong growth and margin expansion in the pastthree years.Restaurant network expansion.Our number of restaurants increased from 74 restaurants as ofJanuary 1,2021 to 115 restaurants as of December 31,2023.While we primarily focused on theexpansion within existing countries and enhancing their operating performance over the past threeyears,we keep exploring new markets and have opened our first restaurant in the United ArabEmirates in the first half of 2023.Same-store sales growth.Alongside our continual restaurant network expansion,we have alsoachieved meaningful same-store sales growth of 54.0%and 8.8%in 2022 and 2023,respectively.Table turnover rate.Our overall table turnover rate improved from 2.1 times per day in 2021 to3.3 times per day in 2022,and further improved to 3.5 times per day in 2023.Average daily revenue per restaurant.Our average daily revenue per restaurant increased fromUS$10.0 thousand in 2021 to US$15.4 thousand in 2022,and further increased to US$16.3 thousandin 2023.Income from operation margin.Our income from operation margin improved from 0.2%in 2022 to6.3%in 2023.Restaurant level operating margin.Our restaurant level operating profit margin significantly improvedfrom 4.1%in 2022 to 9.0%in 2023.StrengthsWe believe that the following strengths have contributed to our historical growth and will drive ourfuture development:A leading Chinese cuisine restaurant brand in the international market;Haidilao as a global cultural phenomenon and an ambassador of Chinese culinary heritage;Strong local know-how and international operating capabilities;Proven management philosophy that enables sustainable international expansion;andSeasoned management team with a corporate culture that prescribes acting with kindness.Growth StrategiesWe intend to implement the following business strategies going forward:Continue to grow our international Haidilao brand,enhance our dining experience and propagateChinese culinary heritage internationally;Enhance restaurant performance and explore new sources of revenue;2*TABLE OF CONTENTS Strategically optimize and expand our restaurant network;andIdentify opportunities for organic growth and seek potential acquisition opportunities.Corporate History and StructureWe commenced our restaurant business operations outside Greater China in 2012 through HaidilaoInternational Holding Ltd.(“HDL Group”),our then-parent company and a public company listed on theHKEx(HKEx:6862).Since opening our first restaurant in Singapore in 2012,we have expanded to115 restaurants in 12 countries across four continents as of December 31,2023,including Singapore,Thailand,Vietnam,Malaysia,Indonesia,Japan,Korea,the United States,Canada,the United Kingdom,Australia and the United Arab Emirates.We currently do not have restaurant business operations in GreaterChina(which includes mainland China,Hong Kong,Macau and Taiwan),and,when as part of HDL Group,did not have restaurant business operations in Greater China.In 2022,we consummated a series of business and corporate reorganization transactions(the“GroupReorganization”)in connection with the listing of our ordinary shares on the HKEx in December 2022(the“Hong Kong Listing”).As part of the Group Reorganization,we established SUPER HI INTERNATIONALHOLDING LTD.,our holding company incorporated under the laws of the Cayman Islands,in May 2022.Upon completion of the Group Reorganization and immediately prior to the consummation of the HongKong Listing in December 2022,all of HDL Groups restaurant business operations outside Greater Chinawere held by SUPER HI INTERNATIONAL HOLDING LTD.Our ordinary shares have been listed on the HKEx since December 30,2022 under the stockcode“9658.”The Hong Kong Listing of our ordinary shares was achieved through HDL Groupsdistribution(the“Distribution”)of 100%of its equity interest in SUPER HI INTERNATIONAL HOLDINGLTD.to qualified holders of HDL Groups ordinary shares as of the close of business on the record date ofDecember 20,2022(the“Record Date”)in proportion to their respective shareholding in HDL Group.Eachqualified holder of HDL Groups ordinary shares of record received one ordinary share of our company forevery ten shares of HDL Groups ordinary shares that it held on the Record Date.Following theDistribution,we became an independent,publicly-traded company and HDL Group retains no ownershipinterest in our company.See note 2 to our audited consolidated financial statements included elsewhere inthis prospectus for more details.The following diagram illustrates our corporate structure,including our principal subsidiaries,as of thedate of this prospectus:The diagram above omits the names of subsidiaries that are insignificant individually and in the aggregate.Summary of Risk FactorsInvesting in our ADSs involves significant risks.You should carefully consider all of the information inthis prospectus before making an investment in our ADSs.Set forth below is a summary of the principalrisks we face,organized under relevant headings.These risks are discussed more fully in the section titled“Risk Factors.”3TABLE OF CONTENTS Risks Related to Our Business and IndustryWe incurred net losses in 2021 and 2022.Our historical financial and operating results may not beindicative of our future performance.Our multi-jurisdiction operations may lead to increasing risks and uncertainties and our managementsystem may not be effective to address risks and uncertainties in our international restaurantoperations.If we fail to retain existing guests or attract new guests,our financial condition and businessoperations may be materially and adversely affected.Our continued success depends on our ability to deliver and maintain our high-quality services anddining experience.We face risks related to the instance of any food safety incidents and any food-borne illnesses.We may fail to maintain or enhance brand recognition or reputation.We will continue to expand our restaurant network,which may increase risks and uncertainties.We face intense competition in the international market for catering services.Uncertainties relating to the growth of the international market for Chinese cuisine restaurants,especially the hot pot market,could adversely affect our revenues and business prospects.Rising interest rates could negatively impact our performance and restaurant expansion plans.General Risks Related to Our ADSs and This OfferingAn active trading market for the ADSs may not develop and the trading price for the ADSs mayfluctuate significantly.We are an emerging growth company within the meaning of the Securities Act and may takeadvantage of certain reduced reporting requirements.Implication of Being an Emerging Growth CompanyAs a company with less than US$1.235 billion in revenue for our last fiscal year,we qualify as an“emerging growth company”pursuant to the Jumpstart Our Business Startups Act of 2012,as amended,orthe JOBS Act.An emerging growth company may take advantage of specified reduced reporting and otherrequirements compared to those that are otherwise applicable generally to public companies.Theseprovisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth companys internal control over financialreporting.The JOBS Act also provides that an emerging growth company does not need to comply with anynew or revised financial accounting standards until such date that a private company is otherwise required tocomply with such new or revised accounting standards.We will remain an emerging growth company until the earliest of(a)the last day of the fiscal yearduring which we have total annual gross revenues of at least US$1.235 billion;(b)the last day of our fiscalyear following the fifth anniversary of the completion of this offering;(c)the date on which we have,duringthe preceding three-year period,issued more than US$1.0 billion in non-convertible debt;or(d)the date onwhich we are deemed to be a“large accelerated filer”under the Securities Exchange Act of 1934,asamended,or the Exchange Act,which would occur if the worldwide market value of our common equitythat are held by non-affiliates exceeds US$700 million as of the last business day of our most recentlycompleted second fiscal quarter.Once we cease to be an emerging growth company,we will not be entitledto the exemptions provided in the JOBS Act discussed above.Implication of Being a Foreign Private IssuerWe are a foreign private issuer within the meaning of the rules under the Exchange Act,and as such weare exempt from certain provisions of the securities rules and regulations in the United States that areapplicable to U.S.domestic issuers.Moreover,the information we are required to file with or furnish to the 4(1)(2A)(2B)(3)(4A)(4B)TABLE OF CONTENTS SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S.domestic issuers.In addition,as an exempted company incorporated in the Cayman Islands,we arepermitted to adopt certain home country practices in relation to corporate governance matters that differsignificantly from the Nasdaq Stock Market Rules.See“Risk FactorsRisks Related to the ADSs and thisOfferingAs an exempted company incorporated in the Cayman Islands,we are permitted to adopt certainhome country practices in relation to corporate governance matters that differ significantly from the NasdaqStock Markets corporate governance requirements;these practices may afford less protection toshareholders than they would enjoy if we complied fully with the Nasdaq Stock Markets corporategovernance requirements.”Corporate InformationOur principal executive offices are located at 1 Paya Lebar Link,#09-04,PLQ 1 Paya Lebar Quarter,Singapore 408533.Our telephone number at this address is 65 6378 1921.Our registered office in theCayman Islands is located at the offices of Conyers Trust Company(Cayman)Limited,Cricket Square,Hutchins Drive,PO Box 2681,Grand Cayman,KY1-1111,Cayman Islands.Investors should submit anyinquiries to the address and telephone number of our principal executive offices.Our main website ishttp:/.The information contained on our website is not a part of thisprospectus.Our agent for service of process in the United States is Cogency Global Inc.Annual General Meeting of Our CompanyThe annual general meeting of our company will be held by way of virtual meeting via online platformat 10:00 a.m.(Hong Kong time)on June 12,2024.As such,the transfer books and register of members willbe closed from June 6,2024 to June 12,2024,both days inclusive to determine the entitlement of theshareholders to attend the above meeting,during which period no transfer of our ordinary shares can beregistered.All transfers accompanied by the relevant share certificates must be lodged with our branch shareregistrar in Hong Kong,Computershare Hong Kong Investor Services Limited,at Shops 1712-1716,17th Floor,Hopewell Centre,183 Queens Road East,Wanchai,Hong Kong not later than 4:30 p.m.onJune 5,2024(Hong Kong time).Set forth below is a summary of the resolutions that are proposed and will be voted on at the annualgeneral meeting:Ordinary ResolutionsTo receive,consider and adopt the audited consolidated financial statements of our company andour subsidiaries and the reports of our directors and auditor for the year ended December 31,2023.To re-elect Ms.Ping Shu as a non-executive director,Mr.Anthony Kang Uei Tan as anindependent non-executive director,and Mr.Jown Jing Vincent Lien as an independent non-executive director;andTo authorize our board of directors to fix remuneration of our directors.To re-appoint Deloitte&Touche LLP as the auditor of our company and authorize our board tofix remuneration of auditor.To give a general and unconditional mandate to our directors to allot,issue and deal with ordinaryshares(including any sale and transfer of shares out of treasury that are held as treasury shares)not exceeding 20%of the number of issued shares of our company(excluding any ordinary sharesthat are held as treasury shares).To give a general and unconditional mandate to our directors to repurchase our ordinary sharesnot exceeding 10%of the number of issued shares of our company(excluding any shares that areheld as treasury shares).5(4C)(5)TABLE OF CONTENTS To extend the authority given to our directors pursuant to the ordinary resolution No.4A to issueshares by adding to the number of issued shares of our company the number of sharesrepurchased under the ordinary resolution No.4B.Special ResolutionsTo consider and approve the proposed amendments to the articles of association of our company.The following table summarizes the proposed articles amendments.Article No.or Page No.Proposed amendments(showing changes to our currently effective articles of association)Article 2(1)“Act”the Companies Act,(2022 Revision),Cap.22 of the Cayman Islandsand any amendments thereto or re-enactments thereof for the time being in force andincludes every other law incorporated therewith or substituted therefor.Article 150.Subject to due compliance with all applicable Statutes,rules and regulations,including,without limitation,the Listing Rules,and to obtaining all necessary consents,if any,required thereunder,the requirements of Article 149 shall be deemed satisfied inrelation to any person by sending to the person in any manner not prohibited by theStatutes,summarised financial statements derived from the Companys annual accountsand the directors report which shall be in the form and containing the informationrequired by applicable laws and regulations,provided that any person who is otherwiseentitled to the annual financial statements of the Company and the directors reportthereon may,if he so requires by notice in writing served on the Company,demand thatthe Company sends to him,in addition to summarised financial statements,a completeprinted copy of the Companys annual financial statement and the directors reportthereon.Article 151.The requirement to send to a person referred to in Article 149 the documents referred toin that article or a summary financial report in accordance with Article 150 shall bedeemed satisfied where,in accordance with all applicable Statutes,rules andregulations,including,without limitation,the rules of the Designated Stock Exchange,the Company publishes copies of the documents referred to in Article 149 and,ifapplicable,a summary financial report complying with Article 150,on the Companyscomputer network or in any other permitted manner(including by sending any form ofelectronic communication),and that person has agreed or is deemed to have agreed totreat the publication or receipt of such documents in such manner as discharging theCompanys obligation to send to him a copy of such documents.Article 158.Any Notice or document(including any“corporate communication”within the meaningascribed thereto under the rules of the Designated Stock Exchange),whether or not,tobe given or issued under these Articles from the Company to a Member shall be inwriting or by cable,telex or facsimile transmission message or other form of electronictransmission or communication and any such Notice and document may be served ordelivered by the Company on or to any Member either personally or by sending itthrough the post in a prepaid envelope addressed to such Member at his registeredaddress as appearing in the Register or at any other address supplied by him to theCompany for the purpose or,as the case may be,by transmitting it to any such addressor transmitting it to any telex or facsimile transmission number or electronic number oraddress or website supplied by him to the Company for the giving of Notice to him orwhich the person transmitting the notice reasonably and bona fide believes at therelevant time will result in the Notice being duly received by the Member or may alsobe served by advertisement in appropriate newspapers in accordance with therequirements of the Designated Stock Exchange or,to the extent permitted by theapplicable laws,by placing it on the Companys website or the website of theDesignated Stock Exchange,and giving to the member a notice stating that the notice orother document is available there(a“notice of availability”).The notice of 6(1)(a)(b)(c)(d)(e)(f)(g)(2)(3)(4)TABLE OF CONTENTS Article No.or Page No.Proposed amendments(showing changes to our currently effective articles of association)availability may be given to the Member by any of the means set out above other thanby posting it on a website.In the case of joint holders of a share all notices shall begiven to that one of the joint holders whose name stands first in the Register and noticeso given shall be deemed a sufficient service on or delivery to all the joint holders.Any Notice or document(including any“corporate communication”and“actionable corporate communication”within the meaning ascribed thereto underthe rules of Designated Stock Exchange),whether or not,to be given or issuedunder these Articles from the Company shall be in writing or by cable,telex orfacsimile transmission message or other form of electronic transmission orelectronic communication and,subject to compliance with the rules of DesignatedStock Exchange,any such Notice and document may be given or issued by any ofthe following means:by serving it personally on the relevant person;by sending it through the post in a prepaid envelope addressed to suchMember at his registered address as appearing in the Register or at any otheraddress supplied by him to the Company for the purpose;by delivering or leaving it at such address as aforesaid;by placing an advertisement in appropriate newspapers or other publicationand where applicable,in accordance with the requirements of the DesignatedStock Exchange;by sending or transmitting it as an electronic communication to the relevantperson at such electronic address as he may provide under Article 158(3);by publishing it on the Companys website or the website of the DesignatedStock Exchange;orby sending or otherwise making it available to such person through such othermeans,whether electronically or otherwise,to the extent permitted by and inaccordance with the Statutes and other applicable laws,rules and regulations.In the case of joint holders of a share,all notices shall be given to that one of thejoint holders whose name stands first in the Register and notice so given shall bedeemed a sufficient service on or delivery to all the joint holders.Every Member or a person who is entitled to receive notice from the Companyunder the provisions of the Statutes or these Articles may register with theCompany an electronic address to which Notices can be served upon him.Subject to any applicable laws,rules and regulations and the terms of these Articles,any notice,document or publication,including but not limited to the documents referred to in Articles 149,150 and 158 may be given in the English language only or in both the English language and the Chinese language or,withthe consent of or election by any member,in the Chinese language only to suchMember.7(b)(d)TABLE OF CONTENTS Article No.or Page No.Proposed amendments(showing changes to our currently effective articles of association)Article 159.if sent by electronic communication,shall be deemed to be given on the day onwhich it is transmitted from the server of the Company or its agent.A Noticeplaced on the Companys website or the website of the Designated Stock Exchange,is deemed given by the Company to a Member on the day following that on whicha notice of availability is deemed served on the Member;A Notice,document orpublication placed on either the Companys website or the website of theDesignated Stock Exchange,is deemed given or served by the Company on the dayit first so appears on the relevant website,unless the rules of the Designated StockExchange specify a different date.In such cases,the deemed date of service shallbe as provided or required by the rules of the Designated Stock Exchange;Article 159.may be given to a Member either in the English language or the Chinese language,subject to due compliance with all applicable Statutes,rules and regulations.ifpublished as an advertisement in a newspaper or other publication permitted underthese Articles,shall be deemed to have been served on the day on which theadvertisement first so appears.Unless otherwise specified,clauses,paragraphs and article numbers referred to in the table above areclauses,paragraphs and article numbers of our currently effective articles of association.The voting rightsof holders of ADSs are limited by the terms of the deposit agreement.See“Risk FactorsThe votingrights of holders of ADSs are limited by the terms of the deposit agreement,and you may not be able toexercise your right to direct how the ordinary shares represented by your ADSs are voted.”Conventions That Apply to This ProspectusUnless otherwise indicated or the context otherwise requires,references in this prospectus to:“ADSs”are to American depositary shares,each of which represents of our ordinary shares;“Greater China”are to mainland China,Hong Kong,Macau and Taiwan;“HK$”or“HK dollar”are to the legal currency of the Hong Kong Special Administrative Region;“Hong Kong Listing Rules”are to the Rules Governing the Listing of Securities on The StockExchange of Hong Kong Limited,as amended,supplemented,or otherwise modified from time totime;“IFRS Accounting Standards”are to International Financial Reporting Standards as issued by theInternational Accounting Standards Board;“international market”are to the global market excluding Greater China,unless the context indicatesotherwise;“ordinary shares”are to our ordinary shares,par value US$0.000005 per share;“self-operated restaurants”are to Haidilao restaurants that are directly owned and operated by ourcompany.When we self-operate a restaurant,we retain full control of the restaurants operations andkeep all the profit or loss generated by the restaurant.As of the date of this prospectus,all of theHaidilao restaurants within our network are self-operated restaurants;“we,”“us,”“our company”and“our”are to SUPER HI INTERNATIONAL HOLDING LTD.,ourCayman Islands holding company,and its subsidiaries;and“US$,”“U.S.dollars,”“$,”and“dollars”are to the legal currency of the United States.Our reporting currency is the U.S.dollar.In addition,this prospectus also contains translations ofcertain foreign currency amounts into U.S.dollars for the convenience of the reader.Unless otherwisestated,all translations of HK dollars into U.S.dollars were made at HK$7.8109 to US$1.00,the noonbuying rate on December 29,2023 as set forth in the H.10 statistical release of the U.S.Federal ReserveBoard.The exchange rates used in the financial statements and related notes in this prospectus are asindicated 8TABLE OF CONTENTS therein.We make no representation that the HK dollar or U.S.dollar amounts referred to in this prospectuscould have been or could be converted into U.S.dollars or HK dollars,as the case may be,at any particularrate or at all.Industry and Market DataAlthough we are responsible for all disclosure contained in this prospectus,in some cases we haverelied on certain market and industry data obtained from third-party sources that we believe to be reliable,including Frost&Sullivan,an independent market research firm.Market estimates are calculated by usingindependent industry publications,government publications and third-party forecasts in conjunction withour assumptions about our markets.While we are not aware of any misstatements regarding any market,industry or similar data presented herein,such data involve risks and uncertainties and are subject to changebased on various factors,including those discussed under the headings“Special Note Regarding Forward-Looking Statements”and“Risk Factors”in this prospectus.Trademarks and Service MarksWe own or have been licensed rights to trademarks,service marks and trade names for use inconnection with the operations of our business,including,but not limited to,Haidilao(“”).Solelyfor convenience,the trademarks,service marks and trade names referred to in this prospectus are listedwithout the,and symbols,but we will assert,to the fullest extent under applicable law,ourapplicable rights in these trademarks,service marks and trade names.9(TM)(sm)TABLE OF CONTENTS THE OFFERINGADSs offered by us ADSs(or ADSs if the underwriters exercise theiroption to purchase additional ADSs in full).Offering priceOn ,the closing sale price of our ordinary shares on theHKEx was HK$per share,equivalent to a price ofUS$per ADS,based on the exchange rate set forth on thecover page of this prospectus.For a discussion of factors consideredin determining the price to the public of the ADSs,see“Underwriting”in this prospectus.ADSs outstanding immediatelyafter this offering ADSs(or ADSs if the underwriters exercise theiroption to purchase additional ADSs in full).Ordinary shares outstandingimmediately after thisoffering ordinary shares(or ordinary shares if theunderwriters exercise their option to purchase additional ADSs infull).The ADSsEach ADS represents of our ordinary shares,par valueUS$0.000005 per share.The depositary will hold ordinary shares underlying your ADSs,andyou will have the rights of an ADS holder as provided in the depositagreement among us,the depositary and holders and beneficialowners of ADSs from time to time.If we declare dividends on our ordinary shares,the depositary willpay you the cash dividends and other distributions it receives on ourordinary shares,after deducting the depositarys fees,charges andexpenses and any applicable taxes or governmental charges.You may surrender your ADSs to the depositary in exchange forordinary shares.The depositary will charge you fees for anyexchange.We may amend or terminate the deposit agreement without yourconsent.If you continue to hold your ADSs after an amendment tothe deposit agreement,you agree to be bound by the depositagreement as amended.To better understand the terms of the ADSs,you should carefullyread the“Description of American Depositary Shares”section ofthis prospectus.You should also read the deposit agreement,whichis filed as an exhibit to the registration statement that includes thisprospectus.Option to purchase additionalADSsWe have granted to the underwriters an option,exercisable within30 days from the date of this prospectus,to purchase up to anaggregate of additional ADSs.Use of proceedsWe estimate that the net proceeds from this offering will beapproximately US$million,or approximately US$million if the underwriters exercise their option to purchaseadditional ADSs in full,at an assumed initial public offering priceof US$per ADS,based on the closing price of our ordinaryshares and exchange rate set forth on the cover page of thisprospectus,after deducting the estimated underwriting discountsand commissions and estimated offering expenses payable by us.We 10*TABLE OF CONTENTS intend to use the net proceeds of this offering as follows:(i)approximately 70%for strengthening our brand and expandingour restaurant network globally;(ii)approximately 10%forinvesting in our supply chain management capabilities,such asbuilding more central kitchens;(iii)approximately 10%for researchand development to enhance digitalization and other technologiesused in our restaurant management;and(iv)approximately 10%forworking capital and other general corporate purposes.See“Use ofProceeds”for more information.Lock-upWe,our executive officers,directors and certain shareholders haveagreed,for a period of 180 days after the date of this prospectusand subject to specified exceptions,not to directly or indirectly sell,offer,contract or grant any option to sell(including any short sale),pledge,transfer,establish an open“put equivalent position”withinthe meaning of Rule 16a-l(h)under the Exchange Act;or otherwisedispose of any ADSs or ordinary shares,options or warrants toacquire ADSs or ordinary shares,or securities exchangeable orexercisable for or convertible into ADSs or ordinary sharescurrently or hereafter owned either of record or beneficially;orpublicly announce an intention to do any of the foregoing for aperiod of 180 days after the date of this prospectus without the priorwritten consent of the representatives of the underwriters.ListingWe have applied for listing of the ADSs on the Nasdaq StockMarket under the symbol“HDL.”Our ordinary shares are listed on the HKEx under the stockcode“9658.”Payment and settlementThe underwriters expect to deliver the ADSs against paymenttherefor through the facilities of the Depository Trust Company onor about ,2024.DepositaryCitibank,N.A.The number of ordinary shares that will be outstanding immediately after this offering:is based on 619,333,000 ordinary shares issued and outstanding as of the date of this prospectus;andincludes ordinary shares in the form of ADSs that we will issue and sell in this offering,assuming the underwriters do not exercise their over-allotment option to purchase additional ADSs.This includes 61,933,000 ordinary shares issued to the ESOP Platforms.See Management Share AwardScheme”and note 30 to our audited consolidated financial statements included elsewhere in this prospectus formore details.11*TABLE OF CONTENTS SUMMARY CONSOLIDATED FINANCIAL DATAThe following summary consolidated statement of profit or loss data for the fiscal years endedDecember 31,2021,2022 and 2023,summary consolidated statement of balance sheet data as ofDecember 31,2021,2022 and 2023,and summary consolidated statement of cash flow data for thefiscal years ended December 31,2021,2022 and 2023 have been derived from our audited consolidatedfinancial statements included elsewhere in this prospectus.Our consolidated financial statements are prepared and presented in accordance with InternationalFinancial Reporting Standards,or IFRS Accounting Standards,issued by the International AccountingStandard Board,or IASB.Our historical results are not necessarily indicative of results expected for futureperiods.You should read this Summary Consolidated Financial Data section together with our consolidatedfinancial statements and the related notes and“Managements Discussion and Analysis of FinancialCondition and Results of Operations”included elsewhere in this prospectus.The following table presents our summary consolidated statement of profit or loss data for the yearsindicated:For the Year Ended December 31,2021 2022 2023 (US$in thousands,except for percentages)Summary consolidated statement of profit or loss data:Revenue 312,373 100.0 558,225 100.0 686,362 100.0Other income 19,458 6.2 6,701 1.2 6,695 1.0Raw materials and consumables used (113,760 (36.4 (196,646 (35.2 (234,715 (34.2Staff costs (143,343 (45.9 (188,927 (33.8 (226,033 (32.9Rentals and related expenses (6,556 (2.1 (13,006 (2.3 (17,161 (2.5Utilities expenses (11,017 (3.5 (19,743 (3.5 (26,054 (3.8Depreciation and amortization (69,916 (22.4 (72,952 (13.1 (78,557 (11.4Traveling and communication expenses (2,674 (0.9 (4,776 (0.9 (5,756 (0.8Listing expenses (6,310 (1.1 (1,745 (0.3Other expenses (41,729 (13.4 (55,510 (9.9 (62,682 (9.1Other gains(losses)net (73,270 (23.5 (26,793 (4.8 1,177 0.2Finance costs (19,158 (6.1 (12,493 (2.2 (8,424 (1.2(Loss)Profit before tax (149,592 (47.9 (32,230 (5.8 33,107 4.8Income tax expense (1,160 (0.4 (9,033 (1.6 (7,850 (1.1(Loss)Profit for the year (150,752 (48.3 (41,263 (7.4 25,257 3.7Other comprehensive income(expense)Exchange differences arising on translation offoreign operations 2,097 0.7 8,385 1.5 4,627 0.7Total comprehensive(expense)income for the year (148,655 (47.6 (32,878 (5.9 29,884 4.4(Loss)Earnings per share Basic anddiluted(USD)(0.27 (0.07 0.05 12%)%)%)%)%)%)%)%)%)%)%)%)%)%)%)%)%)%)%)%)%)%)%)%)%)%)%)%)%)%)%)%)%)%)%)%)%)%)TABLE OF CONTENTS The following table presents our summary consolidated statement of balance sheet data as of the datesindicated:As of December 31,2021 2022 2023 (US$in thousands)Summary consolidated statement of balance sheet data:Inventories 16,709 25,984 29,762Trade and other receivables and prepayments 30,253 26,771 29,324Amounts due from related parties 29,383 Bank balances and cash 89,546 93,878 152,908Total current assets 206,732 153,396 218,962Total assets 626,723 576,112 576,883Trade payables 26,549 32,313 34,375Other payables 24,128 31,663 34,887Amounts due to related parties 500,562 776 842Total current liabilities 596,144 117,230 128,571Total liabilities 813,905 334,075 304,762Net(liabilities)assets (187,182 242,037 272,121Total shareholders(deficit)equity (187,182 242,037 272,121The following table presents our summary consolidated statements of cash flow data for the yearsindicated:For the Year Ended December 31,2021 2022 2023 (US$in thousands)Summary consolidated statements of cash flow data:Net cash from operating activities 4,382 68,321 114,045 Net cash(used in)from investing activities (87,464 888 (11,775 Net cash from(used in)financing activities 119,879 (65,869 (43,787 Net increase in cash and cash equivalents 36,797 3,340 58,483 Cash and cash equivalents at beginning of the year 51,564 89,546 93,878 Effect of foreign exchange rate changes 1,185 992 547 Cash and cash equivalents at end of the year 89,546 93,878 152,908 13)TABLE OF CONTENTS RISK FACTORSAn investment in our ADSs involves significant risks.You should consider carefully all of theinformation in this prospectus,including the risks and uncertainties described below,before making aninvestment in our ADSs.Any of the following risks could have a material and adverse effect on our business,financial condition and results of operations.In any such case,the market price of our ADSs could decline,and you may lose all or part of your investment.Risks Related to Our Business and IndustryWe incurred net losses in 2021 and 2022.Our historical financial and operating results may not be indicative of ourfuture performance.We recorded net losses of US$150.8 million and US$41.3 million in 2021 and 2022,respectively,andour revenue amounted to US$312.4 million and US$558.2 million in 2021 and 2022 respectively.In 2023,we recorded revenue of US$686.4 million and net profit of US$25.3 million.Due to the COVID-19pandemic,our results of operations were adversely affected in 2021 but we recorded a rebound in revenue in2022 and 2023,as COVID-19 related restrictions have been gradually alleviated,and we continued toexpand our restaurant network.Our future profitability will depend on a variety of factors,including theperformances of our new and existing restaurants,competitive landscape,customer preference andmacroeconomic and regulatory environment.Therefore,our historical results and growth may not beindicative of our future performance.Our financial and operating results may not meet the expectations ofpublic market analysts or investors,which could cause the future price of our ADSs to decline.In particular,as we expand and open new restaurants,our historical financial and operating results may not be indicativeof the performance of our new restaurants.See“We will continue to expand our restaurant network,which may increase risks and uncertainties.”Our revenue,expenses and operating results may vary fromperiod to period in response to a variety of factors beyond our control,including general economicconditions,special events,government regulations or policies affecting our restaurants and our ability tocontrol costs and operating expenses.You should not rely on our historical results to predict the futureperformance of our ordinary shares and ADSs.Our multi-jurisdiction operations may lead to increasing risks and uncertainties and our management system maynot be effective to address risks and uncertainties in our international restaurant operations.Operating in multiple jurisdictions around the world and expanding to new regions may expose us tovarious risks,which may include,among others:failure to anticipate changes to the competitive landscape in the new market due to lack of familiaritywith the local business environment;different consumer preferences and discretionary spending patterns;difficulty in finding reliable suppliers of food ingredients meeting our quality standards at acceptableprices and quantities;the infringement of our intellectual property rights in foreign jurisdictions;political risks,including civil unrest,acts of terrorism,acts of war,regional and global political ormilitary tensions and strained or altered foreign relations,which may lead to interruptions in ourbusiness operations and/or loss of property;geopolitical risks in the countries we operate;economic,financial and market instability and credit risks;material tariffs imposed on our food ingredients imported from other countries;challenges in interpreting and difficulties in complying with foreign investment laws and regulationsin different jurisdictions.For example,we may still be found non-compliant with foreign investmentlaws and regulations by the local authorities due to uncertainties in interpretation and enforcement,despite the steps we already take;14TABLE OF CONTENTS difficulties and costs associated with complying with,and enforcing remedies under,a wide varietyof complex local and international laws,treaties and regulations;inability to obtain or maintain the requisite registrations,filings,licenses,permits,approvals andcertificates in multiple jurisdictions;economic sanctions,trade restrictions,discrimination,protectionism or unfavorable policies againstChinese brands;difficulties with localized management of employees and operations,including compliance withlocal labor and immigration laws and regulations;exposure to litigation or third-party claims in different jurisdictions;foreign currency exchange controls and fluctuations;stringent consumer protection and data security requirements in multiple jurisdictions;uncertainties in the interpretation and application of tax laws and regulations,more onerous taxobligations and unfavorable tax conditions;andcultural differences and language difficulties.As a result of the above factors,our ability to operate in certain jurisdictions may be restricted,or ourrestaurants in multiple jurisdictions may take longer than expected to ramp up and reach,or may neverreach,expected sales and profit levels,thereby affecting our overall profitability.We may also be subject tofines and penalties imposed by local governments and our brand image and reputation may be adversely andmaterially affected.In addition,our restaurant network covered 12 countries internationally as of December 31,2023.Ourbusiness and reputation may be adversely and materially affected if there are any geopolitical issues relatingto us in the countries we operate.Geopolitical issues may also cause significant inflation in one particularcountry,which may result in higher procurement costs and therefore affect our business,financialconditions and results of operations.We believe our proven management philosophy of“aligned interests and disciplined management”willassist with our expansion.However,as we continue to grow and expand,our current management systemmay not continue to be effective and successful.Even though we are devoted to adapting our managementphilosophy in different countries based on local conditions,there is no assurance that we will be able tosuccessfully manage our restaurants in all jurisdictions and effectively manage our growth.We adopt a multi-tier management system to achieve scalable growth while maintainingstandardization,which gives our restaurant managers significant autonomy in the day-to-day operations ofthe restaurants they manage.Our headquarters are responsible for functions such as food safety,procurement,growth strategy and our senior regional managers primarily serve as the bridge that connectsour headquarters and each restaurant.However,we cannot assure you that our headquarters,senior regionalmanagers and restaurant managers will be able to effectively manage all of our restaurants directly as wegrow in business scale.In addition,our current restaurant assessment scheme primarily focused on guestsatisfaction and employee contribution and places less emphasis on financial performance of the restaurant,which may not always be effective in assessing the performance of our restaurants in different countries.There can be no assurance that our management system,as it evolves,will always be able to addressour needs at different stages of our growth.Any significant failure or deterioration of our managementsystem could have a material and adverse effect on our business and results of operations.If we fail to retain existing guests or attract new guests,our financial condition and business operations may bematerially and adversely affected.We cannot guarantee that we will be able to retain our existing customers or attract new customers,andour financial condition and business operations may be materially and adversely affected.Our ability toattract and retain guests could be negatively affected in the following events:decline in the quality of service;15TABLE OF CONTENTS failure to introduce new services or dishes that gain popularity amongst guests;inability to meet the needs of our guests and changes in consumer tastes or preferences;inability to continually upgrade our technology system;andinability to provide customized services to our guests.In particular,our business is affected by consumer tastes and dining preferences.While we arecommitted to regularly updating our menu and introducing innovative and localized dishes from time totime to adapt to dining trends in different geographical locations,shifts in consumer tastes and nutritionaltrends,we cannot assure you that hot pot is always preferred by guests among all cuisine styles,particularlyin a market with smaller Asian communities.In addition,consumer tastes and preferences are constantlychanging and our failure to anticipate,identify,interpret and react to these changes could lead to reducedguest traffic and demand for our restaurants.We cannot assure you that our hot pot will continue to bepreferred by consumers,or that we will be able to adapt to local tastes and preferences as we expand intonew markets.In addition,there can be no assurance that we will be able to launch new dishes thateffectively respond to consumer preferences or result in increased profits.If we are unable to respond tochanges in consumer tastes and preferences in a timely manner or at all,or if our competitors are able toaddress these concerns more effectively,we may face a decrease in guest visits and our business,financialcondition and results of operations may be materially and adversely affected.Our continued success depends on our ability to deliver and maintain our high-quality services and diningexperience.The success of our restaurants revolves primarily around guest satisfaction,which is dependent on thecontinued popularity of the“Haidilao”brand and lies in our ability to provide a great dining experience.Aswe continue to grow in size,extend our geographic reach and expand our food offerings and services,maintaining food and services quality and consistency may become more difficult and we cannot assure youthat customer confidence in our brand will not diminish.There is no assurance that we will be able tocontinue to provide high-quality services and an enjoyable dining experience to our customers.If consumersperceive or experience a deterioration in food quality,service,ambiance or value for money or believe inany way that we are failing to deliver a consistently enjoyable dining experience,our brand value couldsuffer and the number of customers visiting our restaurants may decline,which could have a material andadverse impact on our business.The quality of our dining experience may be adversely impacted by anumber of factors,including,among others:long waiting time;decline in the quality of service provided by our staff;inability to pioneer and introduce new menu items that gain popularity among guests;inability to meet the localized needs of our guests and adapt to changes in consumer tastes andpreferences;decline in food quality,or the perception of such decline amongst guests;any significant liability claims or food contamination complaints from our guests;inability to offer quality food at affordable prices;decrease in the attractiveness or quality of design of our restaurants;andlow quality of delivery service.We cannot guarantee that our dining experience will continue to be of high quality and favored byguests,nor that our existing and new restaurants will continue to be successful.We face risks related to the instance of any food safety incidents and any food-borne illnesses.As a restaurant brand,the quality and safety of the food we serve in our restaurants is critical to oursuccess and we face risks in relation to instance of food safety incidents.Due to the different geographical 16TABLE OF CONTENTS locations we operate in and the expansion of our restaurant network,maintaining consistent food qualitydepends significantly on the effectiveness of our quality control system,which in turn depends on a numberof factors,including but not limited to the design of our quality control system,employee trainings toensure that our employees adhere to those quality control policies and the ability to identify and prevent anypotential violation of our quality control system.There can be no assurance that our quality control systemwill always prove to be effective and can identify all the potential risks and issues in relation to food safetyarising from our restaurant operations.The quality of the food ingredients or service provided by oursuppliers is subject to factors beyond our control,including the effectiveness of their quality control system,among others.There can be no assurance that our suppliers may always be able to adopt appropriate qualitycontrols and meet our stringent quality control requirements.Any significant failure or deterioration of ourquality control system may result in food safety incidents,which could have a material and adverse effecton our reputation,financial condition and results of operations.Furthermore,our business is susceptible to food-borne illnesses.We cannot guarantee that our internalcontrols and training will be fully effective in preventing all food-borne illnesses.Our reliance on third-party food suppliers increases the risk of food-borne illness incidents and the risk of multiple locationsinstead of a single restaurant being affected.Drug resistant illnesses may develop in the future,or diseaseswith long incubation periods could arise,such as mad-cow disease,that could give rise to claims orallegations on a retroactive basis.Reports in the media of instances of food-borne illnesses could,if highlypublicized,negatively affect our industry overall,and our operations could suffer as a result,regardless ofwhether we were directly involved in the spread of the illness.Furthermore,other illnesses,such as hand,foot and mouth disease or avian influenza,could adversely affect the supply of some of our ingredients andsignificantly increase our costs,thereby impacting our restaurant sales and conceivably having a materialand adverse effect on our results of operations.We may fail to maintain or enhance brand recognition or reputation.We believe that maintaining and enhancing our brand is important to maintain our competitiveadvantages in the international catering service industry.However,our ability to maintain our brandrecognition depends on a number of factors,some of which are beyond our control.We may face negativepublicity,malicious allegations,customer disputes,and unauthorized use of the“Haidilao”brand,all ofwhich may tarnish the appeal and reputation of our brand.In particular,the“Haidilao”brand is also used byHDL Group.Our brand image and reputation may be adversely affected by negative publicity or customerdisputes of HDL Group,which are out of our control.Moreover,our continued success in maintaining andenhancing our brand and image depends to a large extent on our ability to maintain our distinctivecombination of our services,and our localized and high-quality food ingredients at affordable prices,as wellas our flexibility to adapt to any changes in the competitive landscape in the hot pot industry.If we areunable to do so,the value of our brand or image will be diminished and our business and results ofoperations may be materially and adversely affected.As we continue to extend our geographic reach andgrow in size,maintaining quality and consistency may be more difficult and we cannot assure you thatguests confidence in our brand will not be diminished.We will continue to expand our restaurant network,which may increase risks and uncertainties.We have increased the number of our restaurants from 74 as of January 1,2021 to 115 as ofDecember 31,2023.We plan to continue to expand our restaurant geographical coverage and increase ourrestaurant penetration rate internationally.Our expansion may cause a deterioration in our corporate cultureand restaurant quality,which may adversely affect our brand reputation.Our future growth significantly relies on our ability to open and profitably operate new restaurants.It ischallenging for us to continue our expansion while ensuring a localized and consistent high-quality of ourfood and services.As such,we are exposed to the resulting risks in the following areas:An increase in labor costs or labor reserve.The catering service market is labor-intensive.To achievecontinuous expansion and ensure consistent high-quality of customer service,we need sufficienthuman resources.There is no assurance that we will be able to attract,retain and develop sufficientqualified employees,including restaurant staff,in management,administration,marketing andproviding services for our new restaurants in different geographical locations.In particular,we may 17TABLE OF CONTENTS not be able to attract or develop employees with required language skills in different geographicallocation.Further,we may incur considerable labor costs in order to retain sufficient labor resources.Significant pre-opening costs and capital expenditures.Opening new restaurants incurs significant pre-opening costs and capital expenditures.Pre-opening costs,which mainly consist of staff salaries,consulting services fees,staff relocation expenses,rent and miscellaneous administrative expensesprior to the opening of a restaurant,are incurred before the restaurant begins to generate revenue.Our financial conditions and results of operations may be materially and adversely affected by thesepre-opening costs and capital expenditures we incurred.Risks in ingredients supply.Our high-quality dining experience depends significantly on the qualityof our food ingredients.Any disruption or damages to our ingredients supply chains could place us ata disadvantaged position.It may take a longer period to set up sound ingredients supply chains forour new restaurants in different geographical locations,and we may fail to maintain or upgradesupply chains in a timely and effective manner.Intense competition and failure to anticipate market changes.We may face intense competition whenexpanding geographically within existing markets or entering into new markets where we have noexperience operating in.Moreover,we may fail to anticipate market changes in these locations.Failure to strengthen our market position.As our current expansion plan involves some uncertainties,we cannot assure you that we will be able to assemble high-quality,affordable ingredients,toreplicate our services,and to ensure that all of our employees are in compliance,in particular incompliance with the laws and regulations in respect of food safety in multiple jurisdictions.As aresult,we may fail to consolidate our market position.In addition,we may face intense competition when expanding geographically within existing marketsor entering into countries or cities where we have little or no experience operating.We cannot assure youthat our new restaurants will not cannibalize the business of our existing restaurants,in which case ourbusiness,financial conditions and results of operations may be materially and adversely affected.Further,new markets may have different competitive conditions,consumer preferences and spending patterns fromour existing markets.As a result,any new restaurants we open in those markets may be less successful thanrestaurants in our existing markets.Consumers in the new markets,particularly those with smaller Asiancommunities,may not be familiar with our brand and we may need to build brand awareness in the relevantmarkets through greater investments in promotional and marketing activities than we originally planned.Sales at the restaurants opened in new markets may take longer than expected to ramp up and reach,or maynever reach,expected sales and profit levels,thereby affecting our overall profitability.Further,it may bedifficult for us to hire,train and retain qualified employees with a certain level of language skill.Restaurants opened in new markets may also have higher decoration,occupancy or operating costs thanrestaurants in existing markets.There is no assurance that we will be able to open new restaurants,either in the existing markets or innew countries or cities.Delays or failures in opening new restaurants could materially and adversely affectour growth and financial and operating results.If new restaurants are opened,they may be less profitablethan our existing restaurants due to any decrease in average sales or average spending per customer and/orany increase in construction,occupancy or operating costs.We face intense competition in the international market for catering services.The catering service industry is intensely competitive with respect to,among other things,service,foodquality,taste,value,ambiance and location.We face significant competition at each of our locations from avariety of restaurants in various market segments,including locally owned Chinese cuisine restaurants andinternational chains.Many of our competitors are well-established in the markets where we haverestaurants,or in which we intend to open new restaurants.Additionally,other companies may develop newrestaurants that operate with similar concepts and target our guests resulting in increased competition.Failure to successfully compete with other restaurants in our markets may prevent us from increasingor sustaining our revenues and profitability and may result in losing market share,which could have amaterial and adverse effect on our business,financial condition,results of operations or cash flows.We mayalso 18TABLE OF CONTENTS need to modify or refine elements of our restaurant network to evolve our concepts in order to compete withpopular new restaurant menu dishes or concepts that develop from time to time.We cannot assure you thatwe will be successful in implementing these modifications or that these modifications will not reduce ourprofitability.Uncertainties relating to the growth of the international market for Chinese cuisine restaurants,especially the hotpot market,could adversely affect our revenues and business prospects.Our business is affected by the development of the international market for Chinese cuisine and hotpot.Our future results of operations will depend on numerous factors affecting the development of theinternational markets for Chinese cuisine and hot pot,such as government regulations and policies over thisindustry,investments in this industry and tastes and dining habits of guests,and some of them arecompletely beyond our control.Any decline in the popularity of Chinese cuisine in general,especially hotpot,or any failure by us to adapt our strategies in response to trends in the international markets for Chinesecuisine and hot pot may adversely affect our results of operations and business prospects.We will continue to incur costs on marketing efforts,including advertising,promotions and marketing campaigns toattract guests,some of which may not be sustainable or effective.We incur costs and expend other resources in our marketing efforts to attract and retain guests.Ourmarketing activities include advertisements,promotions and in-store marketing campaigns.As we continueto expand globally,we expect to increase our investments in advertising and marketing promotionalactivities that are tailored to local market.Accordingly,we may incur higher costs in relation to marketingactivities,resulting in greater financial risk and a greater impact on our company.Further,some of ourmarketing activities may not be successful,resulting in expenses incurred without the benefit of higherrevenue.Additionally,some of our competitors have greater financial resources,which enable them to spendsignificantly more on marketing and advertising than we are able to at this time.Should our competitorsincrease spending on marketing and advertising,or our marketing funds decrease for any reason,or shouldour advertising and promotions be less effective than those of our competitors,there could be a materialadverse effect on our results of operations and financial condition.We may not be able to achieve,maintain and increase the sales and profitability of our existing restaurants.The sales and profitability of existing restaurants will also affect our sales growth and will continue tobe a critical factor affecting our revenue and profit.Our ability to increase sales and profitability of existingrestaurants depend in part on our ability to successfully implement our initiatives to increase customertraffic,table turnover rate and spending per guest.Examples of these initiatives include offering innovativelocalized dishes and soup bases,enhancing cultural-oriented dining experience,upgrading customer loyaltyprogram and adjusting prices of our dishes.There can be no assurance that we will be able to achieve ourtargeted sales growth and profitability for our existing restaurants.If we are unable to achieve our targetedsales and profitability in our existing markets,our business,financial condition and results of operationsmay be materially and adversely affected.To minimize the negative impact of existing restaurants with weaker performance,we may decide toclose the restaurants with unsatisfactory sales growth or profitability based on our continuous assessment.The closure of restaurants may have a material and adverse impact on our business,financial conditions andresults of operations.Any shortage or interruption in supply could slow our growth and reduce our profitability.We maintain a relatively broad supplier network as we only adopt centralized procurement in marketswhere we have larger presence.In 2021,2022 and 2023,we did not experience any incidents of interruptionor delay in our supply chain or failure to secure sufficient quantities of food ingredients from our suppliersthat had a material and adverse effect on us.We may incur higher costs in managing such a broad suppliernetwork.While we maintain good business relationships with these parties,we cannot assure you that thesesuppliers will not breach their contractual obligations to us,or that our agreements will not be suspended,terminated or otherwise expired without renewal.The operations of these parties may be subject to anynatural disasters or other unanticipated catastrophic events,including adverse weather,natural disasters,19TABLE OF CONTENTS fires,technical or mechanical difficulty,storms,explosions,earthquakes,strikes,acts of terrorism,wars andoutbreaks of epidemics could cause a delay or suspension of operations of these parties,which may affectthe quality of their products and services,cause interruptions in our operations.In such event,our business,financial conditions and results of operations may be materially and adversely affected.In addition,we rely on third party logistics service providers to deliver food ingredients to ourrestaurants.We cannot guarantee that these logistic service providers will be able to deliver food ingredientson time,or the food ingredients will not be subject to contamination during the delivery,which is beyondour control.In such event,our business,financial condition and results of operations will be materially andadversely affected.Fluctuations in exchange rates could have a material and adverse effect on our results of operations.Because we conduct a significant and growing portion of our business in currencies other than the USdollars but report our consolidated financial results in US dollars,we face,exposure to fluctuations incurrency exchange rates.In 2021,2022 and 2023,we recorded US$13.2 million,US$21.9 million andUS$5.0 million net foreign exchange loss,respectively.As exchange rates vary,revenue,cost of rawmaterials and consumables,exclusive of depreciation and amortization,operating expenses,other incomeand expense,and assets and liabilities,when translated,may also vary materially and thus affect our overallfinancial results.We may in the future,enter into hedging arrangements to manage foreign currencytranslation,but such activity may not completely eliminate fluctuations in our operating results due tocurrency exchange rate changes.Hedging arrangements are inherently risky,and we do not have experienceestablishing hedging programs,which could expose us to additional risks that could adversely affect ourfinancial condition and operating results.Rising interest rates could negatively impact our performance and restaurant expansion plansWe are exposed to fair value interest rate risk in relation to pledged bank deposits,fixed-rate bankborrowings,other financial assets and lease liabilities.We are also exposed to cash flow interest risk inrelation to variable-rate bank balances,and variable-rate bank borrowings which carry prevailing marketinterests.We attempt to minimize this risk and lower our overall borrowing costs through maintaining abalanced portfolio of fixed rate and floating rate bank borrowings and bank balances.This risk has not had a material impact on our overall borrowing cost or our financial performance.However,in the event that we fail to control this risk in the future,rising interest rates could significantlyincrease our cost of borrowing or could make it difficult for us to obtain financing in the future.Anincreased cost of borrowing would make it more expensive for us to acquire or lease properties to convertinto a Haidilao restaurant unit or to acquire an existing restaurant,which may negatively impact ourperformance.If we are unable to obtain financing in the future,our growth could be limited,which couldnegatively impact our business and operating results.We may not be able to retain or secure key members of our management team or other key personnel including oursenior regional managers for our operations.Our future success depends on the continued service and efforts of our directors and executive officers.Losing their service of them and that of other key personnel with industry experience and know-how inareas such as restaurant operations,financial,accounting and risk management,could have a material andadverse effect on our ability to sustain and grow our business.We need to continue to attract,retain andmotivate a sufficient number of qualified management and operating personnel to maintain consistency inthe quality and atmosphere of our restaurants and meet our expansion plans.We will need to continue to attract,train and retain talents at all levels,such as skillful restaurant staff,as we expand our business and operations.Competition for experienced management and operatingpersonnel in the restaurant industry is intense,and the pool of qualified candidates is limited.We may not beable to retain the services of our core management team and key personnel or attract and retain high-qualitycore management team or key personnel in the future.We invest significant amounts of time and effort tocultivate qualified restaurant managers and other key personnel at restaurant level.Historically,substantially all of our restaurant managers were promoted internally within the organization from the mostjunior 20TABLE OF CONTENTS ranking positions.If one or more of our key personnel are unable or unwilling to continue in their presentpositions,we may not be able to replace them easily or at all,and our business may be disrupted,and ourresults of operations may be materially and adversely affected.In addition,if any member of our coremanagement team or any of our other key personnel joins a competitor or forms a competing business,wemay lose business secrets and know-how as a result,which may have a material and adverse effect on ourbusiness and results of operations.We are subject to the risks associated with leasing premises for our restaurants.We lease the premises for all of our restaurants.Our property rent costs may increase our vulnerabilityto adverse economic conditions,limit our ability to obtain additional financing and reduce our cash for otherpurposes.Our property rent costs may further increase in line with our restaurant network expansion.We normally negotiate with the landlords to renew our leases upon their expiration.If we are unable torenew the leases,we may have to close or relocate the restaurant.We may not be able to identify suitablepremises at commercially reasonable prices and we may incur significant relocation and decoration costs inrelation to the new premises we lease.In addition,the revenue and profit generated from this restaurant maybe adversely affected.Even though we are able to renew the lease agreements,we cannot assure you that wewill be able to renew without substantial additional costs or increase in rental cost.If a lease agreement isrenewed at a rent substantially higher than the historical rate,or any historical favorable terms granted bythe lessor to us are not extended,our business and results of operations may be materially and adverselyaffected.As a result,any inability to obtain leases for desirable restaurant locations or renew existing leaseson commercially reasonable terms could have a material and adverse effect on our business,financialcondition and results of operations.We are also subject to risks generally associated with the property rental market.These risks mainlyinclude changes in market rental rates,relocation of business districts or communities,supply or demand forthe products of our restaurants and potential liability for environmental contamination.In addition,we arealso subject to risks in relation to potential title defects of the premises we lease,which sometimes arebeyond our control.We may experience liability claims or complaints from our guests,or adverse publicity involving our products,ourservice or our restaurants.Being in the catering service industry,we face an inherent risk of food contamination and liabilityclaims.Our food quality substantially depends on the quality of the food ingredients provided by oursuppliers,and we may not be able to detect all defects in those supplies.We have implementedcomprehensive food safety measures and inspection procedures for key stages in our supply chain,and weconduct periodic and spot inspections of the participants in our supply chain(i.e.,suppliers,food processingservice providers,and inventory and logistics providers)and of our restaurants.However,as we expand ourbusiness scale,we cannot assure you that these counterparties or our restaurant employees will adhere to ourinternal procedures and requirements at all times.Any failure to detect defective food supplies,poorhygiene or cleanliness standards in our operations or other failure to observe our requirements,couldadversely affect the quality of the food served in our restaurants,which could lead to liability claims,complaints,or related adverse publicity and could result in the imposition of penalties by competentauthorities or compensation awarded by courts against us.In the past,we have received an insignificant number of guest complaints,considering the scale of ourbusiness and guest traffic.Most of the guest complaints we received were related to the taste and style of aparticular dish,and the service quality of our staff.Some related to scalding and other accidents occurred inthe dining process.We take these complaints seriously and endeavor to reduce such complaints byimplementing various remedial measures.Nevertheless,we cannot assure you that we can successfullyprevent all guest complaints of similar nature.Any complaints or claims against us,even if meritless and unsuccessful,may divert managementattention and other resources from our business and adversely affect our business and operations.Guestsmay lose confidence in us and our brand,which may adversely affect the business of our restaurants,resulting in declines in our revenue and even losses.Furthermore,negative publicity,including but notlimited to 21TABLE OF CONTENTS negative online reviews on social media and restaurant review platforms,and media reports or industryfindings related to food quality,safety,public health concerns,illness,injury or governmentalinvestigations,whether or not accurate,and whether or not concerning our restaurants,can adversely affectour business,results of operations and reputation.Interruptions,delays or failure in providing our food delivery services may have a material and adverse effect on us.In addition to dine-in services in our restaurants,we offer food delivery services in certain restaurants.We primarily engage local third-party food delivery service companies to deliver our food and we have lesscontrol over their services and quality control measures.As the food provider,we may be held liable forcomplaints and/or compensation related to orders made through these platforms,even if through no fault ofours.Interruptions,delays or failures in providing our delivery services,whether or not at our fault,maymaterially and adversely impact the experience of our customers and,further,damage our reputation andbusiness.These interruptions may be caused by unforeseen events that are beyond our control or the controlof the food delivery services platforms,such as inclement weather,natural disasters,transportationdisruptions,and labor unrest.In addition,food safety or product quality issues may occur when fooddelivery services are performed by third-party platforms.Any such incidents may result in the return of ourfood or complaints and,further,harm the reputation of our overall business image.The payment methods that we accept subject us to third-party payment-related risks.A significant portion of our revenue were settled through third-party payment service providers,such asVisa and Mastercard.Therefore,the ability to accept digital payments from these third-party channels arecrucial for our success.If we fail to extend or renew the agreements with these third-party paymentprocessors on acceptable terms or if these payment service processors are unwilling or unable to provide uswith payment service or impose onerous requirements on us in order to access their services,or if theyincrease the fees they charge us for these services,our business and results of operations could be harmed.Furthermore,to the extent we rely on the systems of the third-party payment processors,any defects,failures and interruptions in their systems could result in similar adverse effect on our business.Our results of operations may fluctuate due to seasonality.We have been subject to certain levels of seasonal fluctuations.For example,we normally recordhigher guest visits and generate higher sales during winter months and holiday seasons.Going forward,ourfinancial condition and results of operations may fluctuate due to seasonality as we continue to expand ourstore network and our historical results of operations may not be comparable to or indicative of our futureresults of operations.We may be unable to receive compensation from suppliers for contaminated ingredients used in our dishes andindemnity provisions in our supply contracts may be insufficient.In the event that we become subject to food safety claims caused by contaminated or otherwisedefective ingredients or raw materials from our suppliers,we may attempt to seek compensation from therelevant suppliers.However,indemnities provided by suppliers may be limited and the claims againstsuppliers may be subject to certain conditions precedent which may not be satisfied.Further,our supplycontracts usually do not have provisions to cover lost profits and indirect or consequential losses.If noclaim can be asserted against a supplier or amounts that we claim cannot be recovered from the supplier tothe extent that our insurance coverage is insufficient,we may be required to bear such losses andcompensation at our own costs.This could have a material and adverse effect on our business,financialcondition and results of operations.We may not be able to adequately manage our inventory.As a restaurant operator,our raw materials mainly include food ingredients that have limited shelflives.For instance,our hand-cut lamb typically has a shelf life of three days.The shorter the shelf life and 22TABLE OF CONTENTS the longer we hold such inventories,the higher our risk of inventory obsolescence is.We monitor ourinventory levels at each restaurant through a just-in-time inventory management system.However,consumption of our food ingredients is subject to various factors beyond our control,including fluctuationsin guest traffic,and in the long term,changes in consumer tastes and dining preferences.We cannotguarantee that our inventory levels will be able to meet the demands of guests,which may adversely affectour sales.We also cannot guarantee that all of our food inventory can be consumed within its shelf life.Excess inventory may increase our inventory holding costs and subject us to the risk of inventoryobsolescence or write-offs,which could have a material and adverse effect on our business,financialcondition and results of operations.Sites of our existing restaurants may become unattractive,and our new restaurants may not be able to obtain qualitysites at commercially reasonable prices,if at all.We consider geographical locations to be critical in the success of our restaurants and we thus carefullyevaluate our restaurant sites.There can be no assurance that the sites of our existing restaurants willcontinue to be attractive as the areas in which they are located may deteriorate or otherwise change in thefuture,resulting in reduced sales at these sites.For example,construction or renovation works at the localareas or activities centers where our restaurants are located may adversely affect the accessibility of ourrelevant restaurant sites,which in turn may result in a decrease in the pedestrian or vehicle flow andultimately the guest traffic at our relevant restaurants.Our long-term success is also dependent on our ability to effectively identify and secure appropriatesites for new restaurants at commercially reasonable prices and terms.We compete with other retailers andrestaurants for quality sites in the highly competitive market.Some of our competitors may have the abilityto negotiate more favorable lease terms than we can,and some lessors and developers may offer priority orgrant exclusivity to some of our competitors for desirable locations.If we cannot obtain desirable restaurantlocations at commercially reasonable prices and terms,our ability to implement our growth strategy will beadversely affected.Our information technology systems are subject to risks.In the ordinary course of business,we use various information technology systems to manage ourrestaurants and maintain our customer loyalty program,among others.Our information technology systemsmay be vulnerable to damage or interruption from circumstances beyond our control,including poweroutages,fire,natural disasters,systems failures,security breaches and viruses.Any significant failure of ourinformation technology systems,or loss or leakage of confidential information could have a material andadverse effect on our business and result in transaction errors,processing inefficiencies and loss of sales andguests.Any security breach caused by hackings to gain unauthorized access to our information or systems,or to cause intentional malfunctions,loss or corruption of data,software,hardware or other computerequipment,or any intentional or inadvertent transmission of computer viruses and similar events or third-party actions could have a material and adverse effect on our business.We also receive and maintain certainpersonal information about our guests through our customer loyalty programs,as well as by making creditor debit cards sales,which may be breached due to the actions of outside parties,employee error,malfeasance,or a combination of these or otherwise.If any actual or perceived breach of our securityoccurs,our guests confidence in the effectiveness of our security measures could be harmed and we maylose guests and suffer financial losses due to such events or in connection with remediation efforts,investigation costs and system protection measures,any of which could harm our reputation and materiallyand adversely affect our business and results of operations.The improper collection,transfer,use or disclosure of data could harm our reputation and have a material adverseeffect on our financial condition and results of operations.Our business collects,transfers and processes certain personal and business data.We face risks inherentto the collection,transfer,use and disclosure of data,especially personal data.In particular,we face anumber of challenges relating to data security and privacy,including but not limited to:protecting the data in and hosted on our system,including against attacks on our system by outsideparties,data leakage or fraudulent behavior or improper use by our employees or business partners;23TABLE OF CONTENTS addressing concerns,challenges,negative publicity and litigation related to data security and privacy,collection,transfer,use and actual or perceived sharing,safety,security and other factors;complying with applicable laws and regulations relating to the collection,use,storage,transfer,disclosure and security of personal data,including requests from data subjects and compliancerequirements in accordance with applicable laws and regulations.Data protection and privacy laws,regulations and standards are constantly being reviewed and updatedto ensure that the standard of protection afforded is kept abreast with technological developments andadvancements in this digital era.For example,in Singapore,the Personal Data Protection Act 2012 governsthe collection,use and disclosure of personal data by organizations in a manner that recognizes both theright of individuals to protect their personal data and the need for organizations to collect,use or disclosepersonal data for purposes that a reasonable person would consider appropriate in particular circumstances.To this end,the Personal Data Protection(Amendment)Act 2020 took a general shift away from consent-centricity and sought to provide individuals with greater autonomy to control their personal data.Otheramendments also included updating rules relating to digital marketing(to cover new communicationsplatforms and applications)and introducing new provisions such as mandatory data breach notifications andoffences relating to egregious mishandling of personal data,which have already come into effect sinceFebruary 1,2021.The increased financial penalties for data breaches by organizations introduced in thisamendment is also set to take effect sometime from October 1,2022.In lieu of the above,it is thus essentialthat our internal data protection policy,training materials and guidelines are similarly reviewed and updatedin a timely manner to ensure that they remain in compliance and meet the standards required under therelevant data protection rules and regulations.Any failure,breach or lapse of our data policies may expose us to liability and/or regulatory actions,and may attract negative publicity from media outlets,privacy advocates,our competitors or others,resulting in a material adverse effect on our financial condition and results of operations.Our insurance policies may not cover the risks relating to our business and operations.Currently,we maintain insurance policies that we believe are customary for businesses of our size andtype and in line with the industry practice.We do not maintain insurance policies against all risks associatedwith the catering industry,either because we believe it is commercially unfeasible to do so,or the risk isminimal,or because the insurers have carved certain risks out of their standard policies.These risks include,without limitation,events such as the loss of business arising from increased competition and loss ofreputation,among others.If an incident occurs,in relation to which we have inadequate insurance coverage,our business,financial position and operating results could be materially and adversely affected.We may not be able to adequately protect our proprietary know-how or intellectual property,including our recipes,which,in turn,could harm the value of our brand and adversely affect our business.Our proprietary know-how,recipes,trade secrets and other intellectual property,including our namesand logos are important to our business.We use confidentiality and non-compete agreements with keymanagement and operating personnel and other parties that may have access to our proprietary know-how,recipes and trade secrets.We also take other precautionary measures to protect our intellectual properties.However,we cannot assure you that these measures are adequate and effective in preventing others fromindependently developing or otherwise obtaining access to our proprietary know-how,recipes and tradesecrets.As a result,the appeal of our restaurants could be reduced,and our business and results ofoperations could be adversely affected.We cannot assure you that we can prevent third parties from infringing upon our intellectual propertyrights.We may,from time to time,be required to institute litigation,arbitration or other proceedings toenforce our intellectual property rights,which could be time-consuming and expensive to resolve and woulddivert our managements time and attention regardless of its outcome,materially and adversely affecting ourbusiness,financial conditions and results of operations.On the other hand,we may face claims of infringement that could interfere with the use of ourproprietary know-how,recipes or trade secrets.Defending against such claims may be costly and,if we are 24TABLE OF CONTENTS unsuccessful,we may be prohibited from continuing to use such proprietary information in the future or beforced to pay damages,royalties or other fees for using such proprietary information,any of which couldnegatively affect our sales,profitability and prospects.In addition,certain of our intellectual properties are licensed from Sichuan Haidilao Catering Co.,Ltd.(“Sichuan Haidilao”).We cannot guarantee that Sichuan Haidilao will not breach the trademark licenseagreement,due to the changes in the factors beyond our control,including local laws or governmentregulations or that the trademark license agreement will not be terminated for other reasons.We believe thatour brand and trademarks are important to our business.If a third-party successfully challenges SichuanHaidilao ownership of,or our right to use,the“Haidilao”and related trademarks,our business,financialconditions and results of operations will be materially and adversely affected.We may fail to be in compliance with regulatory requirements or obtain related licenses required by relevantauthorities.In accordance with the relevant laws and regulations in jurisdictions in which we operate,we arerequired to maintain various approvals,licenses and permits to operate our restaurant business,includingfood operation license,environmental protection assessment,fire safety verification and fire safetyinspection.These approvals,licenses and permits are obtained upon satisfactory compliance with,amongstother things,the applicable food hygiene and safety,environmental protection,fire safety and liquorlicensing laws and regulations.Going forward,if we fail to obtain all of the necessary licenses,permits and approvals,we may besubject to fines,confiscation of the gains derived from the related restaurants or the suspension ofoperations of the restaurants,which could materially and adversely affect our business and results ofoperations.We may also experience adverse publicity arising from such non-compliance with governmentregulations that negatively impacts our brand.We may experience difficulties or failures in obtaining thenecessary approvals,licenses and permits for new restaurants.If we fail to obtain the material licenses,ourrestaurant opening,and expansion plan may be delayed.In addition,there can be no assurance that we willbe able to obtain,renew and/or convert all of the approvals,licenses and permits required for our existingbusiness operations upon expiration in a timely manner or at all.If we cannot obtain and/or maintain alllicenses

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  • 旷世联盟(OCP)美股IPO上市招股说明书(333页).pdf

    F-1 1 ea0202446-01.htm REGISTRATION STATEMENTAs Filed with the U.S.SecuritiesandExchangeCommissiononMarch29,2024.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORMF-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_Huge Amount Group Limited(Exact name of registrant as specified in its charter)_Cayman Islands 7311 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)Unit 6021126 Jimei BeidadaoSoftware Park PhaseIII,Torch High-tech Industrial Development ZoneXiamen,FujianThe Peoples Republic of China 361000 86-13023912579(Address,including zip code,and telephone number,including area code,ofregistrants principal executive offices)_Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168800-221-0102(Name,address,including zip code,and telephone number,including area code,ofagent for service)_With a Copy to:Ying Li,Esq.John Nossiff,Esq.Hunter Taubman Fischer&Li LLC950 Third Avenue,19th FloorNewYork,NY10022 1212-530-2206 William S.Rosenstadt,Esq.Mengyi“Jason”Ye,Esq.Yarona L.Yieh,Esq.Ortoli Rosenstadt LLP366 Madison Avenue,3rd FloorNewYork,NY10017 1212-588-0022_Approximate date of commencement of proposed sale to the public:Promptly after theeffective date of this registration statement.If any of the securities being registered on this Formare to be offered on a delayed or continuousbasis pursuant to Rule415 under the Securities Actof1933 check the following box.If this Form is filed to register additional securities for an offering pursuant toRule462(b)under the Securities Act,please check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the sameoffering.If this Formis a post-effective amendment filed pursuant to Rule462(c)under the SecuritiesAct,check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offeringIf this Formis a post-effective amendment filed pursuant to Rule462(d)under the SecuritiesAct,check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offeringIndicate by check mark whether the registrant is an emerging growth company as defined in Rule405of the Securities Actof1933Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act _The term“new or revised financial accounting standard”refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April5,2012.The Registrant hereby amends this registration statement on such date or dates as maybe necessary to delay its effective date until the Registrant shall file a furtheramendment which specifically states that this registration statement shall thereafterbecome effective in accordance with Section8(a)of the Securities Act,or until theregistration statement shall become effective on such date as the U.S.Securities andExchange Commission,acting pursuant to such Section8(a),may determine.Table of ContentsThe information in this prospectus is not complete and may be changed.We may notsell the securities until the registration statement filed with the U.S.Securitiesand Exchange Commission is effective.This prospectus is not an offer to sell thesesecurities and it is not soliciting any offer to buy these securities in anyjurisdiction where such offer or sale is not permitted.SUBJECT TO COMPLETIONPRELIMINARY PROSPECTUS DATED MARCH 29,2024 Ordinary SharesHuge Amount Group LimitedThis is an initial public offering of our ordinary shares,par value$1.00 per share(“Ordinary Shares”).Prior to this offering,there has been no public market for ourOrdinary Shares.We expect the initial public offering price to be in the range of$4.00 to$6.00 per Ordinary Share.The offering is being made on a“firm commitment”basis by the underwriters.See“Underwriting.”We plan to apply to list our OrdinaryShares on the Nasdaq Capital Market(“Nasdaq”)and have reserved the symbol“OCP”for purposes of listing our Ordinary Shares on Nasdaq.At this time,Nasdaq has notyet approved our application to list our Ordinary Shares.The closing of thisoffering is conditioned upon Nasdaqs final approval of our listing application,andthere is no guarantee or assurance that our Ordinary Shares will be approved forlisting on Nasdaq.Investing in our Ordinary Shares involves a high degree of risk,includingthe risk of losing your entire investment.See“Risk Factors”beginningon page 18 to read about factors you should consider before buying ourOrdinary Shares.Unless otherwise stated,as used in this prospectus,the terms“we,”“us,”“our,”“Huge Amount,”“our Company,”and the“Company”refer to Huge AmountGroup Limited,a Cayman Islands exempted company;“KSLM International”or“HongKong subsidiary”refers to KSLM International Group Limited,a company formed underthe laws of Hong Kong,which is wholly owned by Huge Amount;“WFOE”refers toXiamen Jiujiuzi Technology Co.,Ltd.,a PRC corporation and wholly owned subsidiaryof KSLM International;“Xiamen Kuangshi”refers to Xiamen Kuangshi Alliance NetworkTechnology Co.,Ltd.,a limited liability company organized under the laws of thePRC,which is wholly owned by WFOE;“Xiamen Fun”refers to Xiamen Fun NetworkTechnology Co.,Ltd.,a PRC corporation and wholly owned subsidiary of XiamenKuangshi;“Hainan Gongjuren”refers to Hainan Gongjuren Network Technology Co.,Ltd.,a PRC corporation and wholly owned subsidiary of Xiamen Kuangshi;“XiamenGanqilai”refers to Xiamen Ganqilai Technology Co.,Ltd.,a PRC corporation andwholly owned subsidiary of Xiamen Kuangshi;“Shenzhen Miaojuhuiliang”refers toShenzhen Miaojuhuiliang Network Technology Co.,Ltd.,a PRC corporation and whollyowned subsidiary of Xiamen Kuangshi;“Xiamen Weisuli”refers to Xiamen WeisuliNetwork Technology Co.,Ltd.,a PRC corporation and wholly owned subsidiary of XiamenKuangshi;“Xiamen Xinqianhui”refers to Xiamen Xinqianhui Network Technology Co.,Ltd.(1);“Xiamen Qingxiangxing”refers to Xiamen Qingxiangxing Network TechnologyCo.,Ltd.,a PRC corporation and wholly owned subsidiary of Xiamen Kuangshi;“XiamenZhousha”refers to Xiamen Zhousha Network Technology Co.,Ltd.,a PRC corporationand wholly owned subsidiary of Xiamen Kuangshi;“Xiamen Wannianfeng”refers toXiamen Wannianfeng Network Technology Co.,Ltd.,a PRC corporation and wholly ownedsubsidiary of Xiamen Kuangshi;“Xiamen Kenini”refers to Xiamen Kenini NetworkTechnology Co.,Ltd.,a PRC corporation and wholly owned subsidiary of XiamenKuangshi;“Xiamen Qiqian”refers to Xiamen Qiqian Network Technology Co.,Ltd.,aPRC corporation and wholly owned subsidiary of Xiamen Kuangshi;“Xiamen Liuliulin”refers to Xiamen Liuliulin Network Technology Co.,Ltd.,a PRC corporation and whollyowned subsidiary of Xiamen Kuangshi;“Xiamen Nanuke”refers to Xiamen Nanuke NetworkTechnology Co.,Ltd.,a PRC corporation and wholly owned subsidiary of XiamenKuangshi;and“PRC operating entities”refers to all our operating entities in thePRC,namely WFOE,Xiamen Kuangshi,Xiamen Fun,Hainan Gongjuren,Xiamen Ganqilai,Shenzhen Miaojuhuiliang,Xiamen Weisuli,Xiamen Xinqianhui(2),Xiamen Qingxiangxing,Xiamen Zhousha,Xiamen Wannianfeng,Xiamen Kenini,Xiamen Qiqian,Xiamen Liuliulin,and Xiamen Nanuke.Xiamen Zhousha,Xiamen Wannianfeng,Xiamen Kenini,Xiamen Qiqian,Xiamen Liuliulin,and Xiamen Nanuke are recently established and do not have anybusiness operations as of the date of this prospectus._(1)On March 30,2022,Xiamen Xinqianhui was incorporated in PRC as awholly owned subsidiary of Xiamen Kuangshi.On March 12,2024,the company sold XiamenXinqianhui,its wholly owned subsidiary,to an unrelated third party for approximately$2,055,000,which approximated the net book value of the subsidiary on the companys books.The$2,055,000 sale price will be paid to the company in installments over the next threemonths.Consequently,Xiamen Xinqianhui is no longer a subsidiary of Xiamen Kuangshi.Table of Contents(2)Xiamen Xinqianhui is included in the definition of“PRC operatingentities”only for the period from March 30,2022 to March 11,2024.Investors are cautioned that you are purchasing equity interests in aCayman Islands holding company with operations conducted in mainland Chinaby its subsidiaries.We are a holding company incorporated in the Cayman Islands with no materialoperations of our own and not a Chinese operating company.As a result,we conductall of our operations through the PRC operating entities established in the PRC.TheOrdinary Shares offered in this prospectus are shares of the Cayman Islands holdingcompany instead of shares of the PRC operating entities in the PRC.Holders of ourOrdinary Shares do not directly own any equity interests in the PRC operatingentities,but will instead own shares of a Cayman Islands holding company.Chineseregulatory authorities could disallow our corporate structure,which would likelyresult in a material change in our operations and/or a material change in the valueof the securities we are registering for sale,including that it could cause thevalue of such securities to significantly decline or become worthless.See“RiskFactors Risks Related to Doing Business in the PRC Chinese regulatoryauthorities could disallow our holding company structure,which may result in amaterial change in our operations and/or a material change in the value of thesecurities we are registering for sale,including that it could cause the value ofsuch securities to significantly decline or become worthless.”We are subject to certain legal and operational risks associated with having all ofour operations in Peoples Republic of China(the“PRC”or“China”),and suchrisks could cause the value of our securities to significantly decline or becomeworthless.Changes in Chinas economic,political,or social conditions orgovernment policies may effect operations of our PRC operating entities,significantdepreciation of the value of the Ordinary Shares,or a complete hindrance to ourability to offer,or continue to offer,our securities to investors.Recently,thePRC regulatory authority adopted a series of regulatory actions and issued statementsto regulate business operations in China,including cracking down on illegalactivities in the securities market,adopting new measures to extend the scope ofcybersecurity reviews,and expanding efforts in anti-monopoly enforcement.As of thedate of this prospectus,as confirmed by our PRC counsel,AllBright Law Offices(Fuzhou)(“AllBright”),neither we nor any of our PRC operating entities has beeninvolved in any investigations on cybersecurity review initiated by any PRCregulatory authority,nor has any of them received any inquiry,notice,or sanction.The Cybersecurity Review Measures became effective on February 15,2022.Asconfirmed by our PRC counsel,AllBright,we are not subject to cybersecurity reviewwith the Cyberspace Administration of China,or CAC,since we currently do not haveover one million users personal information and we do not anticipate that we willbe collecting over one million users personal information or data that affects ormay affect national security in the foreseeable future,which we understand mightotherwise subject us to the Cybersecurity Review Measures;we also do not expect tobe subject to network data security review by the CAC if the Draft Regulations on theNetwork Data Security Administration(Draft for Comments)(the“SecurityAdministration Draft”)are enacted as proposed for the aforementioned reasons.See“Risk Factors Risks Related to Doing Business in the PRC The CAC hasincreased oversight over data security,particularly for companies with substantialChina operations seeking to list on a foreign stock exchange.”Recent statements by the PRC regulatory authority have indicated an intent to imposemore oversight and supervision over offerings conducted overseas and/or foreigninvestment in China-based issuers.On February 17,2023,the China SecuritiesRegulatory Commission(the“CSRC”),promulgated the Trial Administrative Measures ofOverseas Securities Offering and Listing by Domestic Companies(the“TrialAdministrative Measures”),which came into force on March31,2023.On the samedate,the CSRC circulated Supporting Guidance Rules No.1 through No.5,Notes on theTrial Administrative Measures,Notice on Administration Arrangements for the Filingof Overseas Listings by Domestic Enterprises(the“Notice”)and relevant CSRCAnswers to Reporter Questions,or collectively,the Guidance Rules and Notice,onCSRCs official website.The Trial Administrative Measures refine the regulatorysystem by subjecting both direct and indirect overseas offering and listingactivities to the CSRC filing-based administration.The Trial AdministrativeMeasures,together with the Guidance Rules and Notice,impose requirements for theoverseas securities offering and listing by domestic enterprises,and clarified andemphasized several aspects,which include,but are not limited to:(i)comprehensivedetermination of the“indirect overseas offering and listing by PRC domesticcompanies”in compliance with the principle of“substance over form”and,particularly,an issuer will be required to go through the filing procedures underthe Trial Administrative Measures if the following criteria are met at the same time:a)50%or more of the issuers operating revenue,total profit,total assets or netassets as documented in its audited consolidated financial statements for the mostrecent accounting year is accounted for or by PRC domestic companies,and b)the mainparts of the issuers business activities are conducted in mainland China,or itsmain places of business are located in mainland China,or the senior managers incharge of its business operations and management are mostly Chinese citizens ordomiciled in mainland China;(ii)exemptions from immediate filing requirements forissuers that have already been listed overseas,prior to the date of implementationof the Trial Administrative Measures,or meet the following circumstances at the sametime:a)whose application for indirect overseas offering and listing has beenapproved by the overseas regulators or overseas stock exchanges(for example,theeffectiveness of a registration statement for offering and listing in the U.S.hasbeen obtained),and b)are not required to re-perform the regulatory procedures withthe relevant overseas regulator or overseas stock exchanges,and c)whose overseasoffering or listing shall be completed before September30,2023,but such issuersshall still be subject to filing procedures if they conduct Table of Contentsrefinancing or any other filing matters;(iii)a negative list of types of issuersbanned from listing or offering overseas,such as issuers under investigation forcrimes or major violations of the law,or whose overseas offering and listing mayendanger national security,or whose controlling shareholders have been recentlyconvicted of bribery and corruption;(iv)issuers compliance with foreigninvestment,network security,data security,and other national security laws,regulations and relevant provisions;(v)issuers filing and reporting obligations,such as obligation to file with the CSRC after it submits an application for initialpublic offering to competent overseas regulators,and obligation to file with theCSRC after it completes subsequent offerings in the same overseas market and toreport to the CSRC on material events including change of control or voluntary ormandatory delisting of the issuer;and(vi)the CSRCs authority to fine bothissuers and their relevant shareholders for failure to comply with the TrialAdministrative Measures,including failure to comply with the filing procedures orfiling with materials on false,misleading statements or material omissions.Specifically,pursuant to the Trial Administrative Measures,we are required to filewith the CSRC within threebusiness days after submitting the application documentsfor offering and listing in the U.S.We submitted initial filing documents to theCSRC on December 19,2023,as is required by the Trial Administrative Measures.Thisoffering is contingent upon completion of the CSRC filing and getting the notice offiling for overseas issuance and listing from the CSRC,which we received on February7,2024.As advised by our PRC counsel,AllBright,according to the relevant PRC lawsand regulations as of the date of this registration statement,our offering will bedeemed as an indirect overseas listing by a domestic company by the CSRC,and that wemust fulfill the filing procedure with the CSRC in accordance with the TrialAdministrative Measures.We have obtained the notice of filing for overseas issuanceand listing from the CSRC on February 7,2024.See“RiskFactorsRisks Relatedto Doing Business in the PRCIn addition to the required filing procedures of theCSRC pursuant to the Trial Measures,approvals,filings,or other procedures of theCSRC or other PRC regulatory authorities may be required in connection with thisoffering under PRC laws,regulations,and rules.”As of the date of this prospectus,except for the notice of filing for overseasissuance and listing from the CSRC,neither we nor our PRC operating entities havereceived any other inquiry,notice,warning,or sanctions regarding our plannedoverseas listing from the CSRC or any other PRC regulatory authority.The StandingCommittee of the National Peoples Congress(the“SCNPC”)or PRC regulatoryauthorities may in the future promulgate new laws,regulations,or implement newrules that require us,or our subsidiaries to obtain regulatory approval fromChinese authorities before listing in the U.S.,apart from the filing with the CSRCper the requirements of the Trial Administrative Measures.If we do not receive ormaintain the approval,or erroneously conclude that such approval is not required,orapplicable laws,regulations,or interpretations change such that we are required toobtain approval in the future,apart from the filing with the CSRC per therequirements of the Trial Administrative Measures,we may be subject to aninvestigation by competent regulators,fines or penalties,or an order prohibiting usfrom conducting an offering,and these risks could result in a material adversechange in our operations and the value of our Ordinary Shares,limit our ability tooffer or continue to offer securities to investors,or cause such securities tosignificantly decline in value or become worthless.The same legal and operational risks associated with operations in China also applyto operations in Hong Kong.Hong Kong was established as a special administrativeregion of the PRC in accordance with Article 31 of the Constitution of the PRC.TheBasic Law of the Hong Kong Special Administrative Region of the PRC(the“BasicLaw”)was adopted and promulgated on April 4,1990 and became effective on July 1,1997,when the PRC resumed the exercise of sovereignty over Hong Kong.Pursuant tothe Basic Law,Hong Kong is authorized by the National Peoples Congress of the PRCto exercise a high degree of autonomy and enjoy executive,legislative,andindependent judicial power,under the principle of“one country,two systems,”andthe PRC laws and regulations shall not be applied in Hong Kong except for thoselisted in Annex III of the Basic Law(which is confined to laws relating to nationaldefense,foreign affairs,and other matters that are not within the scope ofautonomy).However,there is no assurance that there will not be any changes in theeconomic,political,and legal environment in Hong Kong in the future.Due to theuncertainty of the PRC legal system and changes in laws,regulations,or policies,the Basic Law may be revised in the future,and thus,we and our subsidiaries mayface the same legal and operational risks associated with operating in the PRC.Ifthere is a significant change to current political arrangements between mainlandChina and Hong Kong,or if the applicable laws,regulations,or interpretationschange,our Hong Kong subsidiaryKSLM Internationalmay become subject toPRC laws or authorities.As a result,our Hong Kong subsidiary could incur materialcosts to ensure compliance,be subject to fines,and we may experience devaluation ofour securities or be subject to delisting,no longer be able to conduct offerings toforeign investors,and our Hong Kong subsidiary may no longer be permitted tocontinue its current business operations.The main legislation in Hong Kongconcerning data security is the Personal Data(Privacy)Ordinance(Cap.486 of theLaws of Hong Kong)(the“PDPO”),which regulates the collection,usage,storage,andtransfer of personal data and imposes a statutory duty on data users to comply withthe six data protection principles contained therein.As of the date of thisprospectus,as advised by Bird&Bird LLP,our Hong Kong legal counsel,we believethat our Hong Kong subsidiary,KSLM International,has complied with the applicablelaws and requirements in respect of data security in Hong Kong.However,the laws oncybersecurity and data privacy are constantly evolving and can be subject to varyinginterpretations,resulting in uncertainties about the scope of our responsibilitiesin that regard.Failure to comply with the cybersecurity and data privacyrequirements in a timely manner,or at all,may subject us or our Hong Kongsubsidiary to consequences,including government enforcement actions andinvestigations,fines,penalties,and suspension or disruption of our Hong Kongsubsidiarys operations.In addition,the Competition Ordinance(Cap.619 of theLaws of Hong Kong)prohibits and deters undertakings in all sectors from adoptinganti-competitive conduct which has the object or Table of Contentseffect of preventing,restricting,or distorting competition in Hong Kong.Itprovides for general prohibitions in three major areas of anti-competitive conductdescribed as the first conduct rule,the second conduct rule,and the merger rule.Asof the date of this prospectus,we and our Hong Kong subsidiary have complied withall three areas of anti-competition laws and requirements in Hong Kong.As confirmedby our Hong Kong counsel,Bird&Bird LLP,neither the data security nor antimonopolylaws and regulations in Hong Kong restrict our ability to accept foreign investmentor impose limitations on our ability to list on any U.S.stock exchange.See“RiskFactors Risks Relating to Doing Business in the PRCOur Hong Kong subsidiary,KSLM International,is subject to various evolving Hong Kong laws and regulationsregarding data security or antimonopoly,which could subject them to governmentenforcement actions and investigations,fines,penalties,and suspension ordisruption of their operations.”In addition,our Ordinary Shares may be prohibited from trading on a nationalexchange under the Holding Foreign Companies Accountable Act(the“HFCA Act”),ifthe Public Company Accounting Oversight Board(United States)(the“PCAOB”)isunable to inspect our auditors for three consecutiveyears beginning in 2022.OnDecember16,2021,the PCAOB issued a report on its determinations that it is unableto inspect or investigate completely PCAOB-registered public accounting firmsheadquartered in mainland China and in HongKong,because of positions taken by PRCauthorities in those jurisdictions.Our auditor,Onestop Assurance PAC,isheadquartered in Singapore,and has been inspected by the PCAOB on a regular basis,with the last inspection in 2022.The PCAOB currently has access to inspect theworking papers of our auditor and our auditor is not subject to the determinationsannounced by the PCAOB on December16,2021.If trading in our Ordinary Shares isprohibited under the HFCA Act in the future because the PCAOB determines that itcannot inspect or fully investigate our auditor at such future time,Nasdaq maydetermine to delist our Ordinary Shares and trading in our Ordinary Shares could beprohibited.On August26,2022,the CSRC,the Ministry of Finance of the PRC(the“MOF”),and the PCAOB signed a Statement of Protocol(the“Protocol”),governinginspections and investigations of accounting firms based in mainland China andHongKong,taking the first step toward opening access for the PCAOB to inspect andinvestigate registered public accounting firms headquartered in mainland China andHongKong.Pursuant to the fact sheet with respect to the Protocol disclosed by theU.S.Securities and Exchange Commission(the“SEC”),the PCAOB shall haveindependent discretion to select any issuer audits for inspection or investigationand has the unfettered ability to transfer information to the SEC.On December15,2022,the PCAOB Board determined that the PCAOB was able to secure complete access toinspect and investigate registered public accounting firms headquartered in mainlandChina and HongKong and voted to vacate its previous determinations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate the PCAOBsaccess in the future,the PCAOB Board will consider the need to issue a newdetermination.On June22,2021,the U.S.Senate passed the Accelerating Holding Foreign CompaniesAccountable Act,and on December 29,2022,legislation entitled“ConsolidatedAppropriations Act,2023”(the“Consolidated Appropriations Act”)was signed intolaw by President Biden,which contained,among other things,an identical provisionto the Accelerating Holding Foreign Companies Accountable Act and amended the HFCAAct by requiring the SEC to prohibit an issuers securities from trading on anyU.S.stock exchanges if its auditor is not subject to PCAOB inspections for twoconsecutiveyears instead of three,thus reducing the time period for triggering thedelisting of our Company and the prohibition of trading in our securities if thePCAOB is unable to inspect our accounting firm at such future time.See“RiskFactorsRisks Relating to Doing Business in the PRCA recent joint statementby the SEC and the PCAOB,proposed rule changes submitted by Nasdaq,and the HoldingForeign Companies Accountable Act all call for additional and more stringent criteriato be applied to emerging market companies upon assessing the qualification of theirauditors,especially the non-U.S.auditors who are not inspected by the PCAOB.Thesedevelopments could add uncertainties to our offering.”As of the date of this prospectus,none of our subsidiaries have made any dividendsor distributions to our Company and our Company has not made any dividends ordistributions to our shareholders.We intend to keep any future earnings to financethe expansion of our business,and we do not anticipate that any cash dividends willbe paid in the foreseeable future.If we determine to pay dividends on any of ourOrdinary Shares in the future,as a holding company,we will be dependent on receiptof funds from our HongKong subsidiary,KSLM International.KSLM International willrely on payments made from WFOE,which will in turn rely on payments made from XiamenKuangshi as dividends.However,as the PRC government imposes control over currencyconversion,it has the authority to conduct exchange transfer reviews,which mayimpose certain limitations on the ability to transfer cash between our Company,oursubsidiaries,and our investors,primarily as follows:(i)we may be restricted frominjecting capital or providing loans to the PRC operating entities,which mayadversely affect the operations of our PRC operating entities;(ii)our PRCoperating entities may be restricted from paying dividends to us;and(iii)if weare unable to obtain dividends from our PRC operating entities,it may adverselyimpact any dividends distribution to investors.See“Risk FactorsRisks Relatingto Doing Business in the PRCPRC regulation of loans to,and direct investmentsin,PRC entities by offshore holding companies may delay or prevent us from makingloans or additional capital contributions to our PRC operating entities and therebyprevent us from funding our business,”“Risk FactorsRisks Relating to DoingBusiness in the PRCWe may rely on dividends and other distributions on equitypaid by our PRC operating entities to fund any cash and financing requirements we Table of Contentsmay have,and any limitation on the ability of our PRC operating entities to makepayments to us could have a material and adverse effect on our ability to conduct ourbusiness,”and“Risk Factors Risks Relating to Doing Business in thePRCConversion of RMB to and from other currency may be subject to governmentalcontrol in China.”Further,to the extent cash or assets in the business are in thePRC/HongKong or a PRC/HongKong entity,the funds or assets may not be available tofund operations or for other use outside of the PRC/HongKong due to interventionsin or the imposition of restrictions and/or limitations on the ability of our Companyor our subsidiaries by the PRC government to transfer cash or assets.There is noassurance the PRC government will not intervene in or impose restrictions on theability of our Company or our subsidiaries to transfer cash or assets.See“Prospectus Summary Dividends or Distributions Made to Our Company and U.S.Investors and Tax Consequences,”and“Risk Factors Risks Relating to DoingBusiness in the PRCTo the extent cash or assets in the business are in thePRC/Hong Kong or a PRC/Hong Kong entity,the funds or assets may not be available tofund operations or for other use outside of the PRC/Hong Kong,due to interventionsin or the imposition of restrictions and limitations on the ability of our Company orour subsidiaries by the PRC government to transfer cash or assets.”As of the date of this prospectus,no cash transfer or transfer of other assets hasoccurred between our Company and our subsidiaries.We do not have a cash managementpolicy in place.See“Prospectus SummaryAsset Transfers Between Our Company andOur Subsidiaries,”“Prospectus SummaryDividends or Distributions Made to OurCompany and U.S.Investors and Tax Consequences,”and our audited consolidatedfinancial statements for the fiscalyears ended June30,2023 and 2022 in sections“Consolidated Balance Sheets as of June 30,2022 and 2023,”“ConsolidatedStatements of Operations and Comprehensive Income(Loss)for the Years Ended June 30,2022 and 2023,”“Consolidated Statements of Changes in Shareholders Equity for theYears Ended June 30,2022 and 2023,”and“Consolidated Statements of Cash Flows forthe Years Ended June 30,2022 and 2023.”We are an“emerging growth company”as defined under the federal securities laws andwill be subject to reduced public company reporting requirements.Please read thedisclosures beginning on page13 of this prospectus for more information.Per Share TotalWithoutOver-AllotmentOption Total WithFullOver-AllotmentOptionInitial public offering price$Underwriters discounts(1)$Proceeds to our Company before expenses$_(1)We have agreed to pay Univest Securities,LLC,the representative on behalf of theunderwriters(the“Representative”),an underwriting discount equal to seven percent(7%)per share.The fees do not include the Representatives warrants or expense reimbursementprovisions described below.We have agreed to grant to the Representative a 45-day option topurchase up to fifteen percent(15%)of the aggregate number of Ordinary Shares sold in theoffering.See“Underwriting”for more information regarding our arrangements with theunderwriters.(2)In addition to the underwriting discounts listed above,we have also agreed to issue to theRepresentative and its affiliates or employees warrants,for a nominal consideration ofUS$0.01 per warrant,to purchase a number of Ordinary Shares equal to five percent(5%)of thetotal number of Ordinary Shares sold in this offering,including any shares issued uponexercise of the underwriters over-allotment option.The Representatives warrants will havean exercise price per share equal to 110%of the public offering price per share in thisoffering and may be exercised on a cashless basis.The Representatives warrants areexercisable commencing following the date of commencement of sales of the public offering andwill be exercisable until such warrants expire twoyears after such date.The registrationstatement of which this prospectus is a part also covers the Representatives Warrants andthe Ordinary Shares issuable upon the exercise thereof.See“Underwriting”for additionalinformation regarding total underwriter compensation.The underwriters expect to deliver the Ordinary Shares against payment inU.S.dollars in NewYork,NY on or about,2024.Neither the U.S.Securities and Exchange Commission nor any statesecurities commission nor any other regulatory body has approved ordisapproved of these securities or determined if this prospectus istruthful or complete.Any representation to the contrary is a criminaloffense.Prospectus dated,2024 Table of ContentsTABLE OF CONTENTS PagePROSPECTUS SUMMARY 1RISK FACTORS 18DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 47ENFORCEABILITY OF CIVIL LIABILITIES 48USE OF PROCEEDS 49DIVIDEND POLICY 50CAPITALIZATION 52DILUTION 53CORPORATE HISTORY AND STRUCTURE 54MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 56INDUSTRY 66BUSINESS 69REGULATIONS 90MANAGEMENT 105PRINCIPAL SHAREHOLDERS 110RELATED PARTY TRANSACTIONS 112DESCRIPTION OF SHARE CAPITAL 113SHARES ELIGIBLE FOR FUTURE SALE 132MATERIAL INCOME TAX CONSIDERATION 134UNDERWRITING 141EXPENSES RELATING TO THIS OFFERING 148LEGAL MATTERS 149EXPERTS 149WHERE YOU CAN FIND ADDITIONAL INFORMATION 149INDEX TO FINANCIAL STATEMENTS F-1iTable of ContentsABOUT THIS PROSPECTUSWe and the underwriters have not authorized anyone to provide any information or tomake any representations other than those contained in this prospectus or in any freewriting prospectuses prepared by us or on our behalf or to which we have referredyou.We take no responsibility for and can provide no assurance as to the reliabilityof,any other information that others may give you.This prospectus is an offer tosell only the Ordinary Shares offered hereby,but only under circumstances and injurisdictions where it is lawful to do so.We are not making an offer to sell thesesecurities in any jurisdiction where the offer or sale is not permitted or where theperson making the offer or sale is not qualified to do so or to any person to whom itis not permitted to make such offer or sale.For the avoidance of doubt,no offer orinvitation to subscribe for Ordinary Shares is made to the public in the CaymanIslands.The information contained in this prospectus is current only as of the dateon the front cover of the prospectus.Our business,financial condition,results ofoperations,and prospects may have changed since that date.Neither we nor the underwriters have taken any action to permit a public offering ofthe Ordinary Shares outside the United States or to permit the possession ordistribution of this prospectus or any filed free-writing prospectus outside theUnitedStates.Persons outside the UnitedStates who come into possession of thisprospectus or any filed free writing prospectus must inform themselves about,andobserve any restrictions relating to,the offering of the Ordinary Shares and thedistribution of this prospectus or any filed free-writing prospectus outside theUnitedStates.CONVENTIONS THAT APPLY TO THIS PROSPECTUSUnless otherwise indicated or the context requires otherwise,references in thisprospectus to:“China”or the“PRC”are to the Peoples Republic of China;“HongKong”are to the HongKong Special Administrative Region of thePeoples Republic of China;“Renminbi”or“RMB”are to the legal currency of China;“shares,”“Shares,”or“Ordinary Shares”are to the ordinary shares ofHuge Amount,par value$1.00 per share;and“U.S.dollars,”“$,”or“dollars”are to the legal currency of theUnitedStates.Unless the context indicates otherwise,all information in this prospectus assumes noexercise by the underwriters of their over-allotment option.Our business is conducted by the PRC operating entities using RMB.Our consolidatedfinancial statements are presented in U.S.dollars.In this prospectus,we refer toassets,obligations,commitments,and liabilities in our consolidated financialstatements in U.S.dollars.These dollar references are based on the exchange rateof RMB to U.S.dollars,determined as of a specific date or for a specific period.Changes in the exchange rate will affect the amount of our obligations and the valueof our assets in terms of U.S.dollars which may result in an increase or decreasein the amount of our obligations(expressed in dollars)and the value of our assets,including accounts receivable(expressed in dollars).iiTable of ContentsPROSPECTUS SUMMARYThe following summary is qualified in its entirety by,and should be read inconjunction with,the more detailed information and financial statements includedelsewhere in this prospectus.In addition to this summary,we urge you to read theentire prospectus carefully,especially the risks of investing in our OrdinaryShares,discussed under“Risk Factors,”before deciding whether to buy ourOrdinary Shares.Our Corporate StructureWe are a holding company incorporated in the Cayman Islands and not a Chineseoperating company.As a result,we conduct all of our operations through the PRCoperating entities.The Ordinary Shares offered in this prospectus are shares ofthe Cayman Islands holding company instead of shares of the PRC operating entitiesin the PRC.Holders of our Ordinary Shares do not directly own any equity interestsin the PRC operating entities,but will instead own shares of a Cayman Islandsholding company.The following diagram illustrates our corporate structure as of the date of thisprospectus and upon the completion of this offering,based on a proposed number of Ordinary Shares,assuming no exercise of the underwriters over-allotmentoption.For more details on our corporate history,please refer to“CorporateHistory and Structure.”_(1)Represents 29,280Ordinary Shares indirectly held by Mingjie Huang,the 100neficialowner of Cdwaas Group Ltd,as of the date of this prospectus.(2)Represents 9,020Ordinary Shares indirectly held by Zhaopeng Ci,the 100neficial ownerof Accel Partners Group Ltd,as of the date of this prospectus.(3)Represents an aggregate of 11,700 Ordinary Shares held by 6 shareholders,each one ofwhich holds less than 5%of our Ordinary Shares,as of the date of this prospectus.We are subject to certain legal and operational risks associated with the businessoperations of the PRC operating entities based in China,which could cause thevalue of our securities to significantly decline or become worthless.These risksmay result in material adverse changes in the operations of the PRC operatingentities,significant depreciation of the value of our Ordinary Shares,or acomplete hindrance of our ability to offer,or continue to offer,our securities toinvestors.1Table of ContentsRecently,the PRC government adopted a series of regulatory actions and issuedstatements to regulate business operations in China,including cracking down onillegal activities in the securities market,adopting new measures to extend thescope of cybersecurity reviews,and expanding the efforts in anti-monopolyenforcement.As of the date of this prospectus,neither we nor any of oursubsidiaries have been involved in any investigations on cybersecurity reviewinitiated by any PRC regulatory authority,nor has any of them received anyinquiry,notice,or sanction related to cybersecurity review under theCybersecurity Review Measures.On December28,2021,13 governmental departments of the PRC,including the CAC,issued the Cybersecurity Review Measures,which became effective on February15,2022.As confirmed by our PRC counsel,AllBright,we are not subject tocybersecurity review or network data security review by the CAC under theCybersecurity Review Measures or if the Security Administration Draft is enacted asproposed,because neither WFOE nor any of the PRC operating entities is a CIIO oronline platform operator with personal information of more than one million users.See“Risk FactorsRisks Relating to Doing Business in the PRCThe CAC hasincreased oversight over data security,particularly for companies with substantialChina operations seeking to list on a foreign stock exchange.”On February17,2023,the CSRC promulgated the Trial Administrative Measures andfive supporting guidelines,which came into effect on March31,2023.Pursuant tothe Trial Administrative Measures,we are required to make a filing with the CSRCwithin three workingdays following the submission of an initial public offering orlisting application.For the filing with the CSRS,we need to submit relevantmaterials that contain a filing report and a legal opinion,and provide truthful,accurate and complete information on the shareholders,among other things.See“Risk FactorsRisks Relating to Doing Business in the PRCIn addition tothe required filing procedures of the CSRC pursuant to the Trial Measures,approvals,filings,or other procedures of the CSRC or other PRC regulatoryauthorities may be required in connection with this offering under PRC laws,regulations,and rules.”As of the date of this prospectus,except for the noticeof filing for overseas issuance and listing from the CSRC,neither we nor oursubsidiaries have received any other inquiry,notice,warning,or sanctionsregarding our overseas listing from the CSRC or any other PRC governmentalauthorities.The same legal and operational risks associated with operations in China also applyto operations in Hong Kong.Hong Kong was established as a special administrativeregion of the PRC in accordance with Article 31 of the Constitution of the PRC.TheBasic Law was adopted and promulgated on April 4,1990 and became effective on July1,1997,when the PRC resumed the exercise of sovereignty over Hong Kong.Pursuantto the Basic Law,Hong Kong is authorized by the National Peoples Congress of thePRC to exercise a high degree of autonomy and enjoy executive,legislative,andindependent judicial power,under the principle of“one country,two systems,”andthe PRC laws and regulations shall not be applied in Hong Kong except for thoselisted in Annex III of the Basic Law(which is confined to laws relating tonational defense,foreign affairs,and other matters that are not within the scopeof autonomy).However,there is no assurance that there will not be any changes inthe economic,political,and legal environment in Hong Kong in the future.Due tothe uncertainty of the PRC legal system and changes in laws,regulations,orpolicies,the Basic Law may be revised in the future,and thus,we and oursubsidiaries may face the same legal and operational risks associated withoperating in the PRC.If there is a significant change to current politicalarrangements between mainland China and Hong Kong,or if the applicable laws,regulations,or interpretations change,our Hong Kong subsidiaries may becomesubject to PRC laws or authorities.As a result,our Hong Kong subsidiary couldincur material costs to ensure compliance,be subject to fines,and we mayexperience devaluation of our securities or be subject to delisting,no longer beable to conduct offerings to foreign investors,and our Hong Kong subsidiary may nolonger be permitted to continue their current business operations.The mainlegislation in Hong Kong concerning data security is the PDPO,which regulates thecollection,usage,storage,and transfer of personal data and imposes a statutoryduty on data users to comply with the six data protection principles containedtherein.As of the date of this prospectus,as advised by Bird&Bird LLP,our HongKong legal counsel,we believe that our Hong Kong subsidiary has complied with theapplicable laws and requirements in respect of data security in Hong Kong.However,the laws on cybersecurity and data privacy are constantly evolving and can besubject to varying interpretations,resulting in uncertainties about the scope ofour responsibilities in that regard.Failure to comply with the cybersecurity anddata privacy requirements in a timely manner,or at all,may subject us or our HongKong subsidiary to consequences,including,but not limited to,governmentenforcement actions and investigations,fines,penalties,and suspension ordisruption of our Hong Kong subsidiarys operations.In addition,the CompetitionOrdinance(Cap.619 of the Laws of Hong Kong)prohibits and deters undertakings inall sectors from adopting anti-competitive conduct which has the object or effectof preventing,restricting,or distorting competition in Hong Kong.It provides forgeneral prohibitions in three major areas of anti-competitive conduct described asthe first conduct rule,the second conduct rule,and the2Table of Contentsmerger rule.As of the date of this prospectus,we and our Hong Kong subsidiaryhave complied with all three areas of anti-competition laws and requirements inHong Kong.As confirmed by our Hong Kong counsel,Bird&Bird LLP,neither the datasecurity nor antimonopoly laws and regulations in Hong Kong restrict our ability toaccept foreign investment or impose limitations on our ability to list on any U.S.stock exchange.See“Risk Factors Risks Relating to Doing Business in the PRC Our Hong Kong subsidiary,KSLM International,is subject to various evolving HongKong laws and regulations regarding data security or antimonopoly,which couldsubject them to government enforcement actions and investigations,fines,penalties,and suspension or disruption of their operations.”In addition,our Ordinary Shares may be prohibited from trading on a nationalexchange under the HFCA Act if the PCAOB is unable to inspect our auditors forthree consecutive years beginning in 2022.On June 22,2021,the U.S.Senatepassed the Accelerating Holding Foreign Companies Accountable Act,and onDecember 29,2022,the Consolidated Appropriations Act was signed into law byPresident Biden,which contained,among other things,an identical provision toAccelerating Holding Foreign Companies Accountable Act,which reduces the number ofconsecutive non-inspectionyears required for triggering the prohibitions under theHFCA Act from threeyears to two.On December16,2021,the PCAOB issued a report on its determinations that it isunable to inspect or investigate completely PCAOB-registered public accountingfirms headquartered in mainland China and in HongKong,because of positions takenby PRC authorities in those jurisdictions.Our auditor,Onestop Assurance PAC,isheadquartered in Singapore,and has been inspected by the PCAOB on a regular basis,with the last inspection in 2022.The PCAOB currently has access to inspect theworking papers of our auditor and our auditor is not subject to the determinationsannounced by the PCAOB on December16,2021.If trading in our Ordinary Shares is prohibited under the HFCA Act in the futurebecause the PCAOB determines that it cannot inspect or fully investigate ourauditor at such future time,Nasdaq may determine to delist our Ordinary Shares.OnAugust26,2022,the CSRC,the MOF,and the PCAOB signed the Protocol,governinginspections and investigations of accounting firms based in mainland China andHongKong,taking the first step toward opening access for the PCAOB to inspect andinvestigate registered public accounting firms headquartered in mainland China andHongKong.Pursuant to the fact sheet with respect to the Protocol disclosed by theSEC,the PCAOB shall have independent discretion to select any issuer audits forinspection or investigation and has the unfettered ability to transfer informationto the SEC.On December15,2022,the PCAOB Board determined that the PCAOB wasable to secure complete access to inspect and investigate registered publicaccounting firms headquartered in mainland China and HongKong and voted to vacateits previous determinations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate thePCAOBs access in the future,the PCAOB Board will consider the need to issue a newdetermination.See“Risk Factors Risks Relating to Doing Business in thePRCA recent joint statement by the SEC and the PCAOB,proposed rule changessubmitted by Nasdaq,and the Holding Foreign Companies Accountable Act all call foradditional and more stringent criteria to be applied to emerging market companiesupon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.These developments could adduncertainties to our offering.”Business OverviewWe are a holding company incorporated in the Cayman Islands and not a Chineseoperating company.As a holding company with no material operation of our own,weconduct our operations through the PRC operating entities in China.The PRC operating entities serve as mobile advertising service providers in China.Their mobile advertising services provide tailored mobile advertising serviceswhich cover a wide spectrum including the creation of mobile advertising plans,placement of ads on media platforms,monitoring of ad performance data andoptimization of ad placement strategies.Besides their mobile advertising services,the PRC operating entities also provide advertising agent service to their clients.The PRC operating entities provide customer-tailored solutions to facilitateadvertisers to establish and execute their mobile advertising plan.The PRCoperating entities are dedicated to offering advertiser clients precise andstreamlined promotional advertising services within the mobile advertising sector,while ensuring stringent management of marketing products and channels.Thisapproach not only enhances the efficacy of ads but also improves the return oninvestment(“ROI”)for their advertiser clients.ROI is defined as the advertiserclients total revenue directed and generated by ad placement,divided by theclients cost of ad placement.3Table of ContentsThe PRC operating entities craft tailored advertising campaigns to direct each adto its relevant target audience.By executing thorough analyses of the clientsproducts,peer products,and end consumer demand,the PRC operating entities haveestablished detailed customer and user portraits.These portraits are developedbased on numerous factors such as geographical location,operating system,networkprovider,network type,demographics,content preference,interests,and keywordpreferences.Using mainstream media resources such as short-video platforms,socialmedia platforms,news streams,and search engines,ads are strategically placed onappropriate channels to optimize the outcome and reach its target audience.Since Xiamen Kuangshi launched its mobile advertising business in 2020,the PRCoperating entities have served approximately 280 advertisers.The operationalparadigm of PRC operating entities is predicated upon proffering tailored mobileadvertising solutions.They have distinguished themselves in the conceptualizationand dissemination of mobile advertisements via their network of media resources,primarily consisting of authorized third-party agents of mainstream mediaplatforms.Their partnership with these media agents enables the PRC operatingentities to procure ads slots which are subsequently employed to disseminate ads,meticulously crafted to resonate with their advertiser clients specifications.For the fiscal years ended June 30,2023 and 2022,we had a revenue of$157.22 million and$36.96 million,respectively,and a net income of$4.46 million and$1.26 million,respectively.Among our revenue sources,therevenue generated from mobile media placement contributed 99.21%and 99.79%of ourrevenue for the fiscal year ended June30,2023 and 2022,respectively.Revenuesgenerated from advertising agent services contributed 0.79%and 0.21%,respectively.All our PRC operating entities engage in similar business operations,including mobile media placement services and advertising agent services.Competitive StrengthsWe believe that the following strengths contribute to the PRC operating entitiessuccess and differentiate it from its competitors:Highly experienced team;Media resourcesstrategic and diverse media connections;Tailored services comprehensive marketing strategies tailored tocustomer requirements,coupled with in-depth analytical expertise;Use of effective marketing technique;andComprehensive industry insight.Growth StrategiesWe intend to grow the PRC operating entities business using the following keystrategies:Strengthening relationships with media platforms and expanding mediaresource networks;Expansion into international media markets;andDiving into live-streaming cross-border e-commerce in Southeast Asia.Corporate InformationOur principal executive office is located at Unit 602,1126 Jimei Beidadao,Software Park Phase III,Torch High-tech Industrial Development Zone,Xiamen,Fujian,the Peoples Republic of China and our phone number is 86-13023912579.Ourregistered office in the Cayman Islands is located at the Third Floor,CenturyYard,Cricket Square,P.O.Box 902,Grand Cayman,KY1-1103,Cayman Islands,and thephone number of our registered office is 1(345)743-1700.We maintain a corporatewebsite at http:/ information contained in,oraccessible from,our website or any other website does not constitute a part ofthis prospectus.Our agent for service of process in the UnitedStates is CogencyGlobal Inc.,located at 122 East 42nd Street,18th Floor,New York,NY 10168.4Table of ContentsSummary of Risk FactorsInvesting in our Ordinary Shares involves significant risks.You should carefullyconsider all of the information in this prospectus before making an investment inour Ordinary Shares.Below please find a summary of the principal risks we face,organized under relevant headings.These risks are discussed more fully in thesection titled“Risk Factors.”Risks Relating to Doing Business in the PRC(for a more detailed discussion,see“Risk Factors Risks Relating to Doing Business in the PRC”beginningonpage18 of this prospectus)Our business is conducted in mainland China through our PRC operating entities,andtherefore,we face risks relating to doing business in mainland China in general,including,but not limited to,the following:in addition to the required filing procedures of the CSRC pursuant to theTrial Measures,approvals,filings,or other procedures of the CSRC orother PRC regulatory authorities may be required in connection with thisoffering under PRC laws,regulations,and rules(see“RiskFactorsRisks Related to Doing Business in the PRCIn addition tothe required filing procedures of the CSRC pursuant to the Trial Measures,approvals,filings,or other procedures of the CSRC or other PRCregulatory authorities may be required in connection with this offeringunder PRC laws,regulations,and rules”onpage18 of this prospectus);CAC has increased oversight over data security,particularly for companieswith substantial China operations seeking to list on a foreign stockexchange(see“Risk FactorsRisks Related to Doing Business in thePRCCAC has increased oversight over data security,particularly forcompanies with substantial China operations seeking to list on a foreignstock exchange”onpage19 of this prospectus);we may be influenced by changes in the political and economic policies ofthe PRC government(see“Risk FactorsRisks Related to Doing Businessin the PRC We may be influenced by changes in the political andeconomic policies of the PRC government”onpage20 of this prospectus);updates with respect to the enforcement of laws,and changes in laws andregulations in China could affect us(see“Risk FactorsRisks Relatedto Doing Business in the PRCUpdates with respect to the enforcementof laws,and changes in laws and regulations in China could affect us”onpage20 of this prospectus);recent negative publicity surrounding China-based companies listed in theUnited States may negatively impact the trading price of our OrdinaryShares(see“Risk Factors Risks Related to Doing Business in thePRCRecent negative publicity surrounding China-based companies listedin the United States may negatively impact the trading price of ourOrdinary Shares”onpage20 of this prospectus);a recent joint statement by the SEC and the PCAOB,proposed rule changessubmitted by Nasdaq,and the Holding Foreign Companies Accountable Act allcall for additional and more stringent criteria to be applied to emergingmarket companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by thePCAOB.These developments could add uncertainties to our offering(see“Risk Factors Risks Related to Doing Business in the PRC Arecent joint statement by the SEC and the PCAOB,proposed rule changessubmitted by Nasdaq,and the Holding Foreign Companies Accountable Act allcall for additional and more stringent criteria to be applied to emergingmarket companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by thePCAOB.These developments could add uncertainties to our offering”onpage 20 of this prospectus);to the extent cash or assets in the business are in the PRC/Hong Kong or aPRC/Hong Kong entity,the funds or assets may not be available to fundoperations or for other use outside of the PRC/Hong Kong,due tointerventions in or the imposition of restrictions and limitations on theability of our Company or our subsidiaries by the PRC government totransfer cash or assets(see“Risk Factors Risks Related to DoingBusiness in the PRC To the extent cash or assets in the business are inthe PRC/Hong Kong or a PRC/Hong Kong entity,the funds or assets may notbe available to fund operations or for other use outside of the PRC/HongKong,due to interventions in or the imposition of restrictions andlimitations on the ability of our Company or our subsidiaries by the PRCgovernment to transfer cash or assets”on page 22 of this prospectus);5Table of ContentsPRC regulation of loans to,and direct investments in,PRC entities byoffshore holding companies may delay or prevent us from making loans oradditional capital contributions to our PRC operating entities and therebyprevent us from funding our business(see“Risk FactorsRisks Relatedto Doing Business in the PRCPRC regulation of loans to,and directinvestments in,PRC entities by offshore holding companies may delay orprevent us from making loans or additional capital contributions to ourPRC operating entities and thereby prevent us from funding our business”onpage23 of this prospectus);the enforcement of the PRC Labor Contract Law and other labor-relatedregulations in the PRC may affect the PRC operating entities businessand results of operations(see“Risk FactorsRisks Related to DoingBusiness in the PRCThe enforcement of the PRC Labor Contract Law andother labor-related regulations in the PRC may affect the PRC operatingentities business and results of operations”on page 23 of thisprospectus);we may rely on dividends and other distributions on equity paid by our PRCoperating entities to fund any cash and financing requirements we mayhave,and any limitation on the ability of our PRC operating entities tomake payments to us could have a material and adverse effect on ourability to conduct our business(see“Risk FactorsRisks Related toDoing Business in the PRC We may rely on dividends and otherdistributions on equity paid by our PRC operating entities to fund anycash and financing requirements we may have,and any limitation on theability of our PRC operating entities to make payments to us could have amaterial and adverse effect on our ability to conduct our business”onpage24 of this prospectus);we may be deemed to be a PRC resident enterprise under the EnterpriseIncome Tax Law,and be subject to PRC taxation on our worldwide income,which may increase our income tax expenses and decrease our profitability(see“Risk FactorsRisks Related to Doing Business in the PRCWemay be deemed to be a PRC resident enterprise under the Enterprise IncomeTax Law,and be subject to PRC taxation on our worldwide income,which mayincrease our income tax expenses and decrease our profitability”onpage24 of this prospectus);andwe may experience increased costs in the PRC with respect to indirecttransfer of equity interests in our PRC operating entities(see“RiskFactors Risks Related to Doing Business in the PRC We mayexperience increased costs in the PRC with respect to indirect transfer ofequity interests in our PRC operating entities”on page 25 of thisprospectus);conversion of RMB to and from other currency should be subject to relevantregulation in China(see“Risk Factors Risks Related to DoingBusiness in the PRC Conversion of RMB to and from other currencyshould be subject to relevant regulations in China”onpage25 of thisprospectus);PRC regulations relating to the establishment of offshore special purposecompanies by PRC residents may affect our PRC operating entities(see“Risk FactorsRisks Related to Doing Business in the PRCPRCregulations relating to the establishment of offshore special purposecompanies by PRC residents may affect our PRC operating entities”onpage25 of this prospectus);PRC laws and regulations establish procedures for some acquisitions of PRCcompanies by foreign investors(see“Risk FactorsRisks Related toDoing Business in the PRC PRC laws and regulations establishprocedures for some acquisitions of PRC companies by foreign investors”onpage26 of this prospectus);we may be exposed to liabilities under the Foreign Corrupt Practices Actand Chinese anti-corruption laws(see“Risk FactorsRisks Related toDoing Business in the PRCWe may be exposed to liabilities under theForeign Corrupt Practices Act and Chinese anti-corruption laws”onpage26 of this prospectus);fluctuations in exchange rates could result in foreign currency exchangelosses(see“Risk Factors Risks Related to Doing Business in thePRCFluctuations in exchange rates could result in foreign currencyexchange losses”onpage26 of this prospectus);6Table of Contentsthe PRC operating entity,Xiamen Xinqianhui,leases office from a thirdparty,and there is no assurance that the PRC operating entity will beable to renew the leases or find suitable alternative premises upon theexpiration of the relevant lease terms(see“Risk Factors RisksRelated to Doing Business in the PRCThe PRC operating entity,XiamenXinqianhui,leases office from a third party,and there is no assurancethat the PRC operating entity will be able to renew the leases or findsuitable alternative premises upon the expiration of the relevant leaseterms”onpage27 of this prospectus);the custodians or authorized users of our controlling non-tangible assets,including chops and seals,may fail to fulfil their responsibilities,ormisappropriate or misuse these assets(see“Risk Factors RisksRelated to Doing Business in the PRC The custodians or authorizedusers of our controlling non-tangible assets,including chops and seals,may fail to fulfil their responsibilities,or misappropriate or misusethese assets”onpage27 of this prospectus);our PRC operating entities business may be materially and adverselyaffected if the PRC operating entities declares bankruptcy or becomessubject to a dissolution or liquidation proceeding(see“RiskFactors Risks Related to Doing Business in the PRC Our PRCoperating entities business may be materially and adversely affected ifthe PRC operating entities declares bankruptcy or becomes subject to adissolution or liquidation proceeding”onpage27 of this prospectus);if the PRC operating entities are not in compliance with the relevant PRCtax laws and regulations,our financial condition and results ofoperations may be negatively affected(see“Risk Factors RisksRelated to Doing Business in the PRCIf the PRC operating entities arenot in compliance with the relevant PRC tax laws and regulations,ourfinancial condition and results of operations may be negatively affected”onpage27 of this prospectus);our Hong Kong subsidiary,KSLM International,is subject to variousevolving Hong Kong laws and regulations regarding data security andantimonopoly,which could be subject to government enforcement actions andinvestigations,fines,penalties,and suspension or disruption of itsoperations(see“Risk Factors Risks Related to Doing Business in thePRC Our Hong Kong subsidiary,KSLM International,is subject to variousevolving Hong Kong laws and regulations regarding data security andantimonopoly,which could be subject to government enforcement actions andinvestigations,fines,penalties,and suspension or disruption of itsoperations”on page 28 of this prospectus).Risks Relating to Our Business and Industry(for a more detailed discussion,see“Risk Factors Risks Relating to Our Business and Industry”beginningonpage28 of this prospectus)Risks and uncertainties related to the PRC operating entities business include,but are not limited to,the following:if advertisers stop purchasing mobile advertising service from the PRCoperating entities or decrease the amount they are willing to spend onmarketing campaigns and promotional activities,or if the PRC operatingentities are unable to establish and maintain new relationships withadvertisers,our business,financial condition,and results of operationscould be materially adversely affected.See“Risk Factors RisksRelating to Our Business and IndustryIf advertisers stop purchasingmobile advertising service from the PRC operating entities or decrease theamount they are willing to spend on marketing campaigns and promotionalactivities,or if the PRC operating entities are unable to establish andmaintain new relationships with advertisers,our business,financialcondition,and results of operations could be materially adverselyaffected”onpage 28 of this prospectus;if the PRC operating entities fail to maintain their relationships withmedia partners,our business,results of operations,financial conditionand business prospects would be materially and adversely affected.See“Risk FactorsRisks Relating to Our Business and IndustryIf thePRC operating entities fail to maintain their relationships with mediapartners,our business,results of operations,financial condition andbusiness prospects would be materially and adversely affected”onpage29 of this prospectus;7Table of Contentsas the PRC operating entities continue to strive for business growth,theymay continue to experience net cash outflow from operating activities,andwe cannot assure you that the PRC operating entities can generatesufficient net cash inflows from operating activities to grow theirbusiness.See“Risk Factors Risks Relating to Our Business andIndustryAs the PRC operating entities continue to strive for businessgrowth,they may continue to experience net cash outflow from operatingactivities,and we cannot assure you that the PRC operating entities cangenerate sufficient net cash inflows from operating activities to growtheir business”onpage30 of this prospectus;the limited operating history of the PRC operating entities in the rapidlyevolving mobile advertising industry makes it difficult to accuratelyforecast their future operating results and evaluate their businessprospects.See“Risk Factors Risks Relating to Our Business andIndustryThe limited operating history of the PRC operating entitiesin the rapidly evolving mobile advertising industry makes it difficult toaccurately forecast their future operating results and evaluate theirbusiness prospects”onpage30 of this prospectus;we have highly volatile operating revenue,anticipate increases in ouroperating expenses in the future,and may not achieve or sustainprofitability on a consistent basis.If we cannot achieve and sustainprofitability,our business,financial condition,and operating resultsmay be adversely affected.See“Risk FactorsRisks Relating to OurBusiness and Industry We have highly volatile operating revenue,anticipate increases in our operating expenses in the future,and may notachieve or sustain profitability on a consistent basis.If we cannotachieve and sustain profitability,our business,financial condition,andoperating results may be adversely affected”on page 31 of thisprospectus;a resurgence of the COVID-19 pandemic in China may have a material adverseeffect on the PRC operating entities business.See“RiskFactorsRisks Relating to Our Business and IndustryA resurgenceof the COVID-19 pandemic in China may have a material adverse effect onthe PRC operating entities business”onpage36 of this prospectus;the PRC operating entities business is geographically concentrated,which subjects us to greater risks from changes in local or regionalconditions.See“Risk Factors Risks Relating to Our Business andIndustry The PRC operating entities business is geographicallyconcentrated,which subjects us to greater risks from changes in local orregional conditions”onpage36 of this prospectus;the Companys plan to invest in research and development(“R&D”)of anad placement order data management platform and artificial intelligenceprecise placement system,may fail to result in a satisfactory return,orany return.See“Risk Factors Risks Relating to Our Business andIndustry The Companys plan to invest in research and development(“R&D”)of an ad placement order data management platform and artificialintelligence precise placement system,may fail to result in asatisfactory return,or any return”onpage40 of this prospectus.Risks Relating to this Offering and the Trading Market(for a more detaileddiscussion,see“Risk FactorsRisks Relating to this Offering and the TradingMarket”beginning onpage40 of this prospectus)In addition to the risks described above,we are subject to general risks anduncertainties relating to this offering and the trading market,including,but notlimited to,the following:there has been no public market for our Ordinary Shares prior to thisoffering,and you may not be able to resell our Ordinary Shares at orabove the price you pay for them,or at all.See“Risk FactorsRisksRelating to this Offering and the Trading MarketThere has been nopublic market for our Ordinary Shares prior to this offering,and you maynot be able to resell our Ordinary Shares at or above the price you payfor them,or at all”onpage40 of this prospectus;the initial public offering price for our Ordinary Shares may not beindicative of prices that will prevail in the trading market and suchmarket prices may be volatile.See“Risk FactorsRisks Relating tothis Offering and the Trading MarketThe initial public offering pricefor our Ordinary Shares may not be indicative of prices that will prevailin the trading market and such market prices may be volatile”onpage40of this prospectus;8Table of Contentsyou will experience immediate and substantial dilution in the net tangiblebook value of Ordinary Shares purchased.See“Risk Factors RisksRelating to this Offering and the Trading MarketYou will experienceimmediate and substantial dilution in the net tangible book value ofOrdinary Shares purchased”onpage40 of this prospectus;if we fail to implement and maintain an effective system of internalcontrols or fail to remediate the material weaknesses in our internalcontrol over financial reporting that have been identified,we may fail tomeet our reporting obligations or be unable to accurately report ourresults of operations or prevent fraud,and investor confidence and themarket price of our Ordinary Shares may be materially and adverselyaffected.See“Risk FactorsRisks Relating to this Offering and theTrading Market If we fail to implement and maintain an effectivesystem of internal controls or fail to remediate the material weaknessesin our internal control over financial reporting that have beenidentified,we may fail to meet our reporting obligations or be unable toaccurately report our results of operations or prevent fraud,and investorconfidence and the market price of our Ordinary Shares may be materiallyand adversely affected”onpage41 of this prospectus;we will incur a substantial increase in costs as a result of being apublic company.See“Risk FactorsRisks Relating to this Offering andthe Trading MarketWe will incur a substantial increase in costs as aresult of being a public company”onpage41 of this prospectus;substantial future sales of our Ordinary Shares or the anticipation ofsuch sales of our Ordinary Shares in the public market could cause theprice of our Ordinary Shares to decline.See“Risk Factors RisksRelating to this Offering and the Trading MarketSubstantial futuresales of our Ordinary Shares or the anticipation of such sales of ourOrdinary Shares in the public market could cause the price of our OrdinaryShares to decline”onpage42 of this prospectus;we do not intend to pay dividends for the foreseeable future.See“RiskFactorsRisks Relating to this Offering and the Trading MarketWedo not intend to pay dividends for the foreseeable future”onpage42 ofthis prospectus;if securities or industry analysts do not publish research or reportsabout our business,or if they publish a negative report regarding ourOrdinary Shares or our business,the price of our Ordinary Shares andtrading volume could decline.See“Risk Factors Risks Relating tothis Offering and the Trading Market If securities or industryanalysts do not publish research or reports about our business,or if theypublish a negative report regarding our Ordinary Shares or our business,the price of our Ordinary Shares and trading volume could decline”onpage42 of this prospectus;the market price of our Ordinary Shares may be volatile or may declineregardless of our operating performance,and you may not be able to resellyour shares at or above the initial public offering price.See“RiskFactorsRisks Relating to this Offering and the TradingMarketThe market price of our Ordinary Shares may be volatile or maydecline regardless of our operating performance,and you may not be ableto resell your shares at or above the initial public offering price”onpage42 of this prospectus;the price of our Ordinary Shares could be subject to immediate andsubstantial volatility.See“Risk Factors Risks Relating to thisOffering and the Trading MarketThe price of our Ordinary Shares couldbe subject to immediate and substantial volatility”onpage43 of thisprospectus;our management has broad discretion to determine how to use the fundsraised in the offering and may use them in ways that may not enhance ourresults of operations or the price of our Ordinary Shares.See“RiskFactorsRisks Relating to this Offering and the TradingMarketOur management has broad discretion to determine how to use thefunds raised in the offering and may use them in ways that may not enhanceour results of operations or the price of our Ordinary Shares”onpage43 of this prospectus;9Table of Contentsif we cease to qualify as a foreign private issuer,we would be requiredto comply fully with the reporting requirements of the Exchange Actapplicable to U.S.domestic issuers,and we would incur significantadditional legal,accounting and other expenses that we would not incur asa foreign private issuer.See“Risk FactorsRisks Relating to thisOffering and the Trading MarketIf we cease to qualify as a foreignprivate issuer,we would be required to comply fully with the reportingrequirements of the ExchangeAct applicable to U.S.domestic issuers,andwe would incur significant additional legal,accounting and other expensesthat we would not incur as a foreign private issuer”onpage43 of thisprospectus;because we are a foreign private issuer and may take advantage ofexemptions from certain Nasdaq corporate governance standards applicableto U.S.issuers,you will have less protection than you would have if wewere a domestic issuer.See“Risk Factors Risks Relating to thisOffering and the Trading Market Because we are a foreign privateissuer and may take advantage of exemptions from certain Nasdaq corporategovernance standards applicable to U.S.issuers,you may have lessprotection than you would have if we were a domestic issuer”onpage44of this prospectus;andif we cannot continue to satisfy the listing requirements and otherrulesof Nasdaq,our securities would be delisted,which would negativelyimpact the price of our securities and your ability to sell them.See“Risk Factors Risks Relating to this Offering and the TradingMarketIf we cannot continue to satisfy the listing requirements andother rules of Nasdaq,our securities would be delisted,which wouldnegatively impact the price of our securities and your ability to sellthem”onpage44 of this prospectus.COVID-19 ImpactThe COVID-19 pandemic resurgence in 2022 affected the PRC operating entitiesbusiness operations in the following manner.From the middle of 2022 to December2022,the economy in China slowed down whenlarge-scale COVID-19 resurgences happened in multiple metropolitan areas in Chinaand restrictive measures were widely taken.Several types of COVID-19 variants haveemerged in different parts of the world,as well as China.Restrictions andtemporary lockdowns,such as office closures and traffic restriction,were re-imposed in certain cities in China to combat the outbreaks of COVID-19.Suchlockdowns led to lower domestic consumptions and disrupted the PRC operatingentities business operations as well.Since December 2022,many of therestrictive policies previously adopted by the Chinese government at various levelsto control the spread of COVID-19 have been revoked or replaced with more flexiblemeasures.As a result,Internet users have more chances to purchase after watchingthe online advertisements.We believe this has incentivized our advertisercustomers to invest more of their budget in placing online advertisements.Whencomparing the fiscal year ended June30,2022 to the fiscal year ended June30,2023,the average revenue per customer increased slightly from USD0.6million toUSD0.7 million,representing a 13.1%increase.In addition,the number ofadvertiser customers that the PRC operating entities served has increased from 63customers during the fiscal year ended June30,2022,to 237 customers during thefiscal year ended June30,2023,representing a 276.2%increase.As a result,ourrevenues generated from online marketing and digital advertising services haveincreased by approximately 325.4%from the fiscal year ended June30,2022 to thefiscal year ended June30,2023.However,any resurgence of the COVID-19 pandemiccould negatively affect the execution of customer contracts and the collection ofcustomer payments.The extent of any future impact of the COVID-19 pandemic on thePRC operating entities business is still uncertain and cannot be predicted as ofthe date of this prospectus.Any potential impact to our operating results willdepend,to a large extent,on future developments and new information that mayemerge regarding the duration and severity of any resurgence of the COVID-19pandemic and the actions taken by government authorities to contain the spread ofany such resurgence,almost all of which are beyond our control.Permissions or Approval Required from the PRC Authorities for OurOperating and OfferingAccording to the Circular of the General Office of the State Council on the FullImplementation of the List of Administrative Licensing Items(No.2 2022 of theGeneral Office of the State Council)and its attachment,the List of AdministrativeLicensing Items Set by Laws,Administrative Regulations,and Decisions of the StateCouncil(2022 Edition),as of the date of this prospectus,as confirmed byAllBright,our PRC legal counsel,each of our PRC operating entities has obtained avalid business license,which is a permit issued by Market Supervision andAdministration that allows companies to conduct specific businesses within thegovernments geographical jurisdiction.Except for business licenses,no otherapprovals,permits,licenses,registrations or filings from PRC authorities neededto engage10Table of Contentsin our businesses currently conducted in mainland China.As of the date of thisprospectus,neither we,nor any one of the PRC operating entities(including theWFOE),or KSLM International(1)are subject to approval requirements from theCSRC,the CAC,or any other entity to approve our operations,and(2)have beendenied such permissions by any PRC authorities.We cannot assure you that PRC operating entities will always be able tosuccessfully update or renew the business licenses or other permissions or approvalrequirements required for the relevant business in a timely manner or that theselicenses are sufficient to conduct all of the PRC operating entities futurebusiness.Changes to existing or future laws and regulations relating to thebusiness of the PRC operating subsidiaries or our industry,imposition of legalrestrictions by PRC regulatory authorities,or if we or the PRC operating entities(i)do not receive or maintain business licenses or other permissions or approvalrequirements,including permissions or approvals to both operate our business andto offer the securities being registered to foreign investors,(ii)erroneouslyconclude that such business licenses or other permissions or approval requirementsare not required,or(iii)applicable laws,regulations,or interpretations changeand the PRC operating entities are required to obtain such business licenses in thefuture,then and in each such case,the PRC operating entities operations could beadversely affected,directly or indirectly;our ability to offer,or continue tooffer,securities to investors would be potentially hindered;and the value of oursecurities might significantly decline or become worthless.On February17,2023,the CSRC promulgated the Trial Administrative Measures,whichcame into force on March31,2023.On the same date,the CSRC circulated SupportingGuidance Rules No.1 through No.5,Notes on the Trial Administrative Measures,Notice on Administration Arrangements for the Filing of Overseas Listings byDomestic Enterprises(the“Notice”)and relevant CSRC Answers to ReporterQuestions,or collectively,the Guidance Rules and Notice,on CSRCs officialwebsite.The Trial Administrative Measures refine the regulatory system bysubjecting both direct and indirect overseas offering and listing activities to theCSRC filing-based administration.The Trial Administrative Measures,together withthe Guidance Rules and Notice impose requirements for the overseas securitiesoffering and listing by domestic enterprises,and clarified and emphasized severalaspects,which include,but are not limited to:(i)comprehensive determination ofthe“indirect overseas offering and listing by PRC domestic companies”incompliance with the principle of“substance over form”and particularly,an issuerwill be required to go through the filing procedures under the Trial AdministrativeMeasures if the following criteria are met at the same time:a)50%or more of theissuers operating revenue,total profit,total assets or net assets as documentedin its audited consolidated financial statements for the most recent accountingyear is accounted for by PRC domestic companies,and b)the main parts of theissuers business activities are conducted in mainland China,or its main places ofbusiness are located in mainland China,or the senior managers in charge of itsbusiness operation and management are mostly Chinese citizens or domiciled inmainland China;(ii)exemptions from immediate filing requirements for issuers thathave already been listed overseas,prior to the date of implementation of the TrialAdministrative Measures,or meet the following circumstances at the same time:a)whose application for indirect overseas offering and listing has been approved bythe overseas regulators or overseas stock exchanges(for example,the effectivenessof a registration statement for offering and listing in the U.S.has beenobtained),and b)are not required to re-perform the regulatory procedures with therelevant overseas regulator or overseas stock exchanges,and c)whose overseasoffering or listing shall be completed before September30,2023,but such issuersshall still be subject to filing procedures if they conduct refinancing or anyother filing matters;(iii)a negative list of types of issuers banned from listingor offering overseas,such as issuers under investigation for crimes or majorviolations of the law,or whose overseas offering and listing may endanger nationalsecurity,or whose controlling shareholders have been recently convicted of briberyand corruption;(iv)issuers compliance with foreign investment,networksecurity,data security,and other national security laws,regulations and relevantprovisions;(v)issuers filing and reporting obligations,such as obligation tofile with the CSRC after it submits an application for initial public offering tocompetent overseas regulators,and obligation to file with the CSRC after itcompletes subsequent offerings in the same overseas market and to report to theCSRC on material events including change of control or voluntary or mandatorydelisting of the issuer;and(vi)the CSRCs authority to fine both issuers andtheir relevant shareholders for failure to comply with the Trial AdministrativeMeasures,including failure to comply with the filing procedures or filing withmaterials on false,misleading statements or material omissions.Specifically,pursuant to the Trial Administrative Measures,we are required to file with theCSRC within three business days after submitting the application documents foroffering and listing in the U.S.We submitted initial filing documents to the CSRCon December 19,2023,as is required by the Trial Administrative Measures.Asadvised by our PRC counsel,AllBright,according to the relevant PRC laws andregulations as of the date of this registration statement,our offering will bedeemed as an indirect overseas listing by a domestic company by the CSRC,and thatwe must fulfill the filing procedure with the CSRC in accordance with the11Table of ContentsTrial Administrative Measures.We have obtained the notice of filing for overseasissuance and listing from the CSRC on February 7,2024.This offering is contingentupon completion of the CSRC filing and getting the notice of filing for overseasissuance and listing from the CSRC,which we received February 7,2024.Except forthe CSRC filing procedure,no other approvals,permits,licenses,registrations orfilings from PRC authorities needed for us or any of our subsidiaries to offer thesecurities being registered to foreign investors.As of the date of thisprospectus,neither we,nor any of the PRC operating entities,or KSLMInternational(1)are subject to approval requirements from the CSRC,the CAC,orany other entity to approve our operations,and(2)have been denied suchpermissions by any PRC authorities.See“Risk FactorsRisks Related to DoingBusiness in the PRCIn addition to the required filing procedures of the CSRCpursuant to the Trial Measures,approvals,filings,or other procedures of the CSRCor other PRC regulatory authorities may be required in connection with thisoffering under PRC laws,regulations,and rules.”Notwithstanding the foregoing,as of the date of this prospectus,as confirmed byAllBright,our PRC legal counsel,neither we nor any of the PRC operating entitieshave received any inquiry,notice,warning,sanction,or any regulatory objectionto this offering from the CSRC,the CAC,or any other PRC authorities that havejurisdiction over our PRC subsidiaries operations.Asset Transfers Between Our Company and Our SubsidiariesAs of the date of this prospectus,no cash transfer or transfer of other assets hasoccurred between our Company and our subsidiaries.We do not have a cash managementpolicy in place.Dividends or Distributions Made to Our Company and U.S.Investors andTax ConsequencesAs of the date of this prospectus,none of our subsidiaries have made any dividendsor distributions to our Company and our Company has not made any dividends ordistributions to our shareholders.We intend to keep any future earnings to financethe expansion of our business,and we do not anticipate that any cash dividendswill be paid in the foreseeable future.Subject to the passive foreign investmentcompany(“PFIC”)rules,the gross amount of distributions we make to investorswith respect to our Ordinary Shares(including the amount of any taxes withheldtherefrom)will be taxable as a dividend,to the extent that the distribution ispaid out of our current or accumulated earnings and profits,as determined underU.S.federal income tax principles.Under the Cayman Islands law,a Cayman Islands company may pay a dividend on itsshares out of either profit or share premium amount,provided that in nocircumstances may a dividend be paid if this would result in the company beingunable to pay its debts as they fall due in the ordinary course of business.If we determine to pay dividends on any of our Ordinary Shares in the future,as aholding company,we will be dependent on receipt of funds from our Hong Kongsubsidiary,KSLM International.However,as the PRC government imposes control overcurrency conversion,it has the authority to conduct exchange transfer reviews,which may impose certain limitations on our ability to transfer cash between ourCompany,our subsidiaries,and our investors,primarily as follows:(i)we arerestricted from injecting capital or providing loans to our PRC operating entities,which may adversely affect the operations of our PRC operating entities;(ii)ourPRC operating entities may be restricted from paying dividends to us;and(iii)ifwe are unable to obtain dividends from our PRC operating entities,it may adverselyimpact any dividends distribution to investors.See“Summary of Risk Factors,”“Risk FactorsRisks Relating to Doing Business in the PRCPRC regulationof loans to,and direct investments in,PRC entities by offshore holding companiesmay delay or prevent us from making loans or additional capital contributions toour PRC operating entities and thereby prevent us from funding our business,”“Risk FactorsRisks Relating to Doing Business in the PRCWe may rely ondividends and other distributions on equity paid by our PRC operating entities tofund any cash and financing requirements we may have,and any limitation on theability of our PRC operating entities to make payments to us could have a materialand adverse effect on our ability to conduct our business,”and“RiskFactorsRisks Relating to Doing Business in the PRCConversion of RMB toand from other currency should be subject to relevant regulations in China.”Further,to the extent cash or assets in the business are in the PRC/HongKong or aPRC/HongKong entity,the funds or assets may not be available to fund operationsor for other use outside of the PRC/Hong Kong due to interventions in or theimposition of restrictions and limitations on the ability of our Company or oursubsidiaries by the PRC government to transfer cash or assets.There is noassurance the PRC government will not intervene in or impose restrictions on theability of our Company or our subsidiaries to transfer cash or assets.12Table of ContentsCurrent PRC regulations permit WFOE to pay dividends to KSLM International only outof its accumulated profits,if any,determined in accordance with Chineseaccounting standards and regulations.The PRC government also imposes controls onthe conversion of RMB into foreign currencies and the remittance of currencies outof the PRC.For instance,the Circular on Promoting the Reform of Foreign ExchangeManagement and Improving Authenticity and Compliance Review,or“SAFE Circular 3,”issued on January26,2017,provides that banks shall,when dealing with dividendremittance transactions from a domestic enterprise to its offshore shareholders ofmore than$50,000,review the relevant board resolutions,original tax filing form,and audited financial statements of such domestic enterprise based on the principleof genuine transaction.Furthermore,if the PRC operating entities incur debt ontheir own in the future,the instruments governing the debt may restrict theirability to pay dividends or make other payments.If we or our PRC operatingentities are unable to receive all of the revenue from its operations,we may beunable to pay dividends on our Ordinary Shares.Cash dividends,if any,on our Ordinary Shares will be paid in U.S.dollars.KSLMInternational may be considered a non-resident enterprise for tax purposes,so thatany dividends WFOE pays to KSLM International may be regarded as China-sourcedincome and as a result may be subject to PRC withholding tax at a rate of up to10%.See“Material Income Tax Consideration Peoples Republic of ChinaEnterprise Taxation.”In order for us to pay dividends to our shareholders,we will rely on receipt offunds from our Hong Kong subsidiary,KSLM International,as dividends from ourHong Kong subsidiary.KSLM International will rely on payments made from WFOE,which will in turn rely on payments made from Xiamen Kuangshi.Pursuant to the Arrangement between Mainland China and the Hong Kong SpecialAdministrative Region for the Avoidance of Double Taxation and Tax Evasion onIncome(the“Double Tax Avoidance Arrangement”),the 10%withholding tax rate maybe lowered to 5%if a HongKong resident enterprise owns no less than 25%of a PRCproject.The 5%withholding tax rate,however,does not automatically apply andcertain requirements must be satisfied,including without limitation that(a)theHong Kong project must be the beneficial owner of the relevant dividends;and(b)the HongKong project must directly hold no less than 25%share ownership inthe PRC project during the 12 consecutive months preceding its receipt of thedividends.In current practice,a HongKong project must obtain a tax residentcertificate from the Hong Kong tax authority to apply for the 5%lower PRCwithholding tax rate.As the HongKong tax authority will issue such a tax residentcertificate on a case-by-case basis,we cannot assure you that we will be able toobtain the tax resident certificate from the relevant HongKong tax authority andenjoy the preferential withholding tax rate of 5%under the Double TaxationArrangement with respect to any dividends paid by WFOE to their immediate holdingcompany,KSLM International.As of the date of this prospectus,we have not appliedfor the tax resident certificate from the relevant HongKong tax authority.KSLMInternational intends to apply for the tax resident certificate if and when WFOEplans to declare and pay dividends to KSLM International.See“RiskFactorsRisks Relating to Doing Business in the PRCWe may be deemed to bea PRC resident enterprise under the Enterprise Income Tax Law,and be subject toPRC taxation on our worldwide income,which may significantly increase our incometax expenses and materially decrease our profitability.”Implications of Being an“Emerging Growth Company”As a company with less than$1.235billion in revenue during our last fiscal year,we qualify as an“emerging growth company”as defined in the Jumpstart OurBusiness Startups Actof2012,or the“JOBS Act.”An“emerging growth company”may take advantage of reduced reporting requirements that are otherwise applicableto larger public companies.In particular,as an emerging growth company,we:may present only two years of audited financial statements and onlytwoyears of related Managements Discussion and Analysis of FinancialCondition and Results of Operations;are not required to provide a detailed narrative disclosure discussing ourcompensation principles,objectives and elements and analyzing how thoseelements fit with our principles and objectives,which is commonlyreferred to as“compensation discussion and analysis”;are not required to obtain an attestation and report from our auditors onour managements assessment of our internal control over financialreporting pursuant to the Sarbanes-Oxley Actof2002;13Table of Contentsare not required to obtain a non-binding advisory vote from ourshareholders on executive compensation or golden parachute arrangements(commonly referred to as the“say-on-pay,”“say-on frequency,”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisionsrequiring a pay-for-performance graph and CEO pay ratio disclosure;are eligible to claim longer phase-in periods for the adoption of new orrevised financial accounting standards under 107 of the JOBS Act;andwill not be required to conduct an evaluation of our internal control overfinancial reporting until our second annual report on Form20-F followingthe effectiveness of our initial public offering.We intend to take advantage of the above-described reduced reporting requirementsand exemptions,including the longer phase-in periods for the adoption of new orrevised financial accounting standards under 107 of the JOBS Act until we nolonger meet the definition of an emerging growth company.Our election to use thephase-in periods may make it difficult to compare our financial statements to thoseof non-emerging growth companies and other emerging growth companies that haveopted out of the phase-in periods under 107 of the JOBS Act.The JOBS Act provides that we would cease to be an“emerging growth company”atthe end of the fiscal year in which the fifth anniversary of our initial sale ofcommon equity pursuant to a registration statement declared effective under theSecurities Act occurred,if we have more than$1.235billion in annual revenue,have more than$700million in market value of our Ordinary Shares held by non-affiliates,or issue more than$1billion in principal amount of non-convertibledebt over a three-year period.Foreign Private Issuer StatusWe are a foreign private issuer within the meaning of the rules under theSecurities ExchangeActof1934,as amended(the“ExchangeAct”).As such,weare exempt from certain provisions applicable to United States domestic publiccompanies.For example:we are not required to provide as many Exchange Act reports,or asfrequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our homecountrys requirements,which are less rigorous than the rulesthat applyto domestic public companies;we are not required to provide the same level of disclosure on certainissues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventingissuers from making selective disclosures of material information;we are not required to comply with the sections of the Exchange Actregulating the solicitation of proxies,consents,or authorizations inrespect of a security registered under the ExchangeAct;andwe are not required to comply with Section 16 of the Exchange Actrequiring insiders to file public reports of their share ownership andtrading activities and establishing insider liability for profits realizedfrom any“short-swing”trading transaction.Implications of Being a Controlled CompanyControlled companies are exempt from the majority of independent directorrequirements.Controlled companies are subject to an exemption from Nasdaqstandards requiring that the board of a listed company consist of a majority ofindependent directors within one year of the listing date.Public companies that qualify as a“Controlled Company”with securities listed onthe Nasdaq must comply with the exchanges continued listing standards to maintaintheir listings.Nasdaq has adopted qualitative listing standards.Companies that donot comply with these corporate governance requirements may lose their listingstatus.Under the14Table of ContentsNasdaq rules,a“controlled company”is a company with more than 50%of its votingpower held by a single person,entity or group.Under Nasdaq rules,a controlledcompany is exempt from certain corporate governance requirements including:the requirement that a majority of the board of directors consist ofindependent directors;the requirement that a listed company have a nominating and governancecommittee that is composed entirely of independent directors with awritten charter addressing the committees purpose and responsibilities;the requirement that a listed company have a compensation committee thatis composed entirely of independent directors with a written charteraddressing the committees purpose and responsibilities;andthe requirement for an annual performance evaluation of the nominating andgovernance committee and compensation committee.Controll

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  • 福兴集团(FFFZ)美股IPO上市招股说明书(204页).pdf

    F-1 1 fuxing_f1.htm FORM F-1As filed with the U.S.Securities and Exchange Commission on April 2,2024.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Fuxing China Group Limited(Exact name of registrant as specified in its charter)Bermuda 3990 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)Hangbian Industry AreaLonghu Town,Jinjiang CityFujian Province 362241The Peoples Republic of China 86-595-85287788(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168(212)947-7200(Name,address,including zip code,and telephone number,including area code,of agent for service)With a Copy to:Ying Li,Esq.Lisa Forcht,Esq.Hunter Taubman Fischer&Li LLC950 Third Avenue,19th FloorNew York,NY 10022212-530-2206 Benjamin Tan,Esq.Sichenzia Ross Ference LLP1185 Avenue of the Americas,31st FloorNew York,NY 10036Tel:(212)930-9700 Approximate date of commencement of proposed sale to the public:Promptly after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 checkthe following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check the following box and list theSecurities 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(c)under the Securities Act,check the following box and list the Securities Act registrationstatement 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 following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to usethe extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file afurther amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)of the Securities Actof 1933,as amended,or until the registration statement shall become effective on such date as the Securities and Exchange Commission,acting pursuant to suchSection 8(a),may determine.The information in this prospectus is not complete and may be changed.We may not sell the securities until the registration statement filed with the U.S.Securities andExchange Commission is effective.This prospectus is not an offer to sell these securities and it is not soliciting any offer to buy these securities in any jurisdiction wheresuch offer or sale is not permitted.SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED APRIL 2,2024 2,000,000 Ordinary Shares Fuxing China Group Limited This is an initial public offering of ordinary shares of Fuxing China Group Limited,a holding company incorporated in Bermuda.We are offering a total of 2,000,000ordinary shares,par value Singapore dollars(“SGD”)$5.00 per share(“Ordinary Shares”),on a firm commitment basis.Our Ordinary Shares are listed on the Mainboard ofthe Singapore Exchange Securities Trading Limited(the“SGX-ST”).On 2024,the last reported sale price of our Ordinary Shares on the SGX-ST was SGD(U.S.dollar(“US$”)per Ordinary Share.Prior to the completion of this offering,there has been no public market for our Ordinary Shares in the U.S.We expect the initialpublic offering price to be in the range of US$4.00 to US$4.50 per Ordinary Share.We have reserved the symbol“FFFZ”for purposes of listing our Ordinary Shares on theNasdaq Capital Market(“Nasdaq”)and plan to apply to list our Ordinary Shares on Nasdaq.It is a condition to the closing of this offering that the Ordinary Shares qualifyfor listing on Nasdaq.If Nasdaq does not approve our listing application,this initial public offering will be terminated.Investing in our Ordinary Shares involves a high degree of risk,including the risk of losing your entire investment.See“Risk Factors”beginning on page 21 toread about factors you should consider before buying our Ordinary Shares.Unless otherwise stated,as used in this prospectus,the terms“we,”“us,”“our,”“Fuxing China”and the“Company”refer to Fuxing China Group Limited,an exemptedcompany incorporated under the laws of Bermuda;the term“our operating subsidiaries”refer to our wholly-owned subsidiary incorporated in Hong Kong,Fook HingGroup Trading Company Limited,and our indirectly wholly-owned subsidiaries organized in mainland China,including Jinjiang Fulong Zipper and Weaving Co.,Ltd.,Jinjiang Fookhing Zipper Co.,Ltd.,Jinjiang Fuxing Dress Co.,Ltd.,Jinjiang Fuxin Electroplating Co.,Ltd.,Jinjiang Jianxin Weaving Co.,Ltd.,Xiamen XinfuxingIndustrial Co.,Ltd.and Xiamen Xinfuxing Property Management Co.,Ltd;the term“Fuxing Group”or“our Group”refers to Fuxing China and our subsidiaries,collectively.Investors are cautioned that you are purchasing equity interests in a Bermuda holding company with operations conducted in mainland China and Hong Kong byits subsidiaries.We are an exempted company incorporated in Bermuda and not a Chinese or Hong Kong operating company.As a holding company,we conduct our operations through oursubsidiaries located in mainland China and Hong Kong.The Ordinary Shares offered in this offering are equity interests of the offshore holding company and are not equityinterests of our operating subsidiaries located in mainland China and Hong Kong.Therefore,you will not directly hold any equity interests in our mainland China based orHong Kong-based operating subsidiaries.i We are subject to certain legal and operational risks associated with having the majority of our operations in mainland China and Hong Kong.PRC laws and regulationsgoverning the current business operations of our operating subsidiaries are sometimes vague and uncertain,and as a result,these risks may result in material changes in theoperations of our subsidiaries,significant depreciation of the value of our Ordinary Shares,or a complete hindrance of our ability to offer,or continue to offer,our securitiesto investors.Recently,the PRC regulatory authority adopted a series of regulatory actions and issued statements to regulate business operations in China with little advancenotice,including cracking down on illegal activities in the securities market,enhancing supervision over mainland China-based companies listed overseas using variableinterest entity,or VIE,structures,adopting new measures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.On July 6,2021,the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued an announcement to crack down onillegal activities in the securities market and promote the high-quality development of the capital market,which,among other things,requires the relevant governmentalauthorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,to enhance supervision over mainland China-based companies listed overseas,and to establish and improve the system of extraterritorial application of the PRC securities laws.We directly or indirectly hold 100%of the equity interests in the operatingsubsidiaries in mainland China,and we do not currently use a VIE structure.As of the date of this prospectus,neither we nor our operating subsidiaries have been involvedin any investigations on cybersecurity review initiated by any PRC regulatory authority,nor has any of them received any inquiry,notice,or sanction.The CybersecurityReview Measures became effective on February 15,2022.As confirmed by our PRC counsel,Fujian Yimao Law Firm,we are not subject to cybersecurity review with theCyberspace Administration of China,or CAC,since we currently do not have over one million users personal information and we do not anticipate that we will becollecting over one million users personal information or data that affects or may affect national security in the foreseeable future,which we understand might otherwisesubject us to the Cybersecurity Review Measures;we also do not expect to be subject to network data security review by the CAC if the Draft Regulations on the NetworkData Security Administration(Draft for Comments)(the“Security Administration Draft”)are enacted as proposed for the aforementioned reasons.See“Risk Factors-RisksRelating to Doing Business in China-Recent greater oversight by the CAC over data security,particularly for companies seeking to list on a foreign exchange,couldadversely impact our business and our offering.”Recent statements by the PRC regulatory authority have indicated an intent to impose more oversight and supervision over offerings conducted overseas and/or foreigninvestment in China-based issuers.On February 17,2023,the China Securities Regulatory Commission(the“CSRC”),promulgated the Trial Administrative Measures ofOverseas Securities Offering and Listing by Domestic Companies(the“Trial Administrative Measures”),which came into force on March 31,2023.On the same date,theCSRC circulated Supporting Guidance Rules No.1 through No.5,Notes on the Trial Administrative Measures,Notice on Administration Arrangements for the Filing ofOverseas Listings by Domestic Enterprises(the“Notice”)and relevant CSRC Answers to Reporter Questions,or collectively,the Guidance Rules and Notice,on CSRCsofficial website.The Trial Administrative Measures refine the regulatory system by subjecting both direct and indirect overseas offering and listing activities to the CSRCfiling-based administration.The Trial Administrative Measures,together with the Guidance Rules and Notice,impose requirements for the overseas securities offering andlisting by domestic enterprises,and clarified and emphasized several aspects,which include,but are not limited to:(i)comprehensive determination of the“indirect overseasoffering and listing by PRC domestic companies”in compliance with the principle of“substance over form”and,particularly,an issuer will be required to go through thefiling procedures under the Trial Administrative Measures if the following criteria are met at the same time:a)50%or more of the issuers operating revenue,total profit,total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year is accounted for by PRC domestic companies,and b)the main parts of the issuers business activities are conducted in mainland China,or its main places of business are located in mainland China,or the senior managersin charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China;(ii)exemptions from immediate filing requirements forissuers that have already been listed overseas,prior to the date of implementation of the Trial Administrative Measures,or meet the following circumstances at the sametime:a)whose application for indirect overseas offering and listing has been approved by the overseas regulators or overseas stock exchanges(for example,the effectivenessof a registration statement for offering and listing in the U.S.has been obtained),and b)are not required to re-perform the regulatory procedures with the relevant overseasregulator or overseas stock exchanges,and c)whose overseas offering or listing shall be completed before September 30,2023,but such issuers shall still be subject to filingprocedures if they conduct refinancings or any other filing matters;(iii)a negative list of types of issuers banned from listing or offering overseas,such as issuers underinvestigation for crimes or major violations of the law,or whose overseas offering and listing may endanger national security,or whose controlling shareholders have beenrecently convicted of bribery and corruption;(iv)issuers compliance with foreign investment,network security,data security,and other national security laws,regulationsand relevant provisions;(v)issuers filing and reporting obligations,such as an obligation to file with the CSRC after it submits an application for initial public offering tocompetent overseas regulators,and an obligation to file with the CSRC after it completes subsequent offerings in the same overseas market and to report to the CSRC onmaterial events including change of control or voluntary or mandatory delisting of the issuer;and(vi)the CSRCs authority to fine both issuers and their relevantshareholders for failure to comply with the Trial Administrative Measures,including failure to comply with the filing procedures or filing with materials on false,misleadingstatements or material omissions.Specifically,pursuant to the Trial Administrative Measures,we are required to file with the CSRC within three business days aftersubmitting the application documents for offering and listing in the U.S.,unless we can obtain the exemptions referenced in clause(ii)above.As the Trial AdministrativeMeasures are newly-issued,the interpretation and implementation on its enforcement will be released or adjusted from time to time.Therefore,we cannot assure you that wewill be able to complete the filings for this offering and any future offerings and fully comply with the relevant new rules on a timely basis,if at all.The closing of thisoffering is contingent upon our receipt of CSRC approval under the Trial Administrative Measures.On October 7,2023,we submitted the filing report and related materialsto the CSRC in accordance with the requirements of the Trial Administrative Measures,and,as of the date of this prospectus,such filing remains under review by the CSRC.See“Risk Factors-Risks Relating to Doing Business in China-We are required to fulfill the Trial Administrative Measures filing procedures and report relevant informationto the CSRC;and we cannot assure you that we will be able to complete the filings for this offering and any future offerings and fully comply with the relevant new rules ona timely basis,if at all.”ii As of the date of this prospectus,we and our operating subsidiaries have not received any inquiry,notice,warning,or sanctions regarding our planned overseas listing fromthe CSRC or any other PRC regulatory authorities.Since these statements and regulatory actions are newly published,it is highly uncertain what the potential impact suchmodified or new laws and regulations will have on the daily business operations of our subsidiaries,our ability to accept foreign investments,and our listing on an U.S.exchange.The Standing Committee of the National Peoples Congress(the“SCNPC”)or PRC regulatory authorities may in the future promulgate new laws,regulations,orimplementing new rules that require us,or our subsidiaries to obtain regulatory approval from Chinese authorities before listing in the U.S.,apart from the filing with theCSRC per the requirements of the Trial Administrative Measures.If we do not receive or maintain the approval,or inadvertently conclude that such approval is not required,or applicable laws,regulations,or interpretations change such that we are required to obtain approval in the future,apart from the filing with the CSRC per the requirementsof the Trial Administrative Measures,we may be subject to an investigation by competent regulators,fines or penalties,or an order prohibiting us from conducting anoffering,and these risks could result in a material adverse change in our operations and the value of our Ordinary Shares,limit our ability to offer or continue to offersecurities to investors,or cause such securities to significantly decline or be worthless.In addition,our Ordinary Shares may be prohibited to trade on a national exchange or over-the-counter under the Holding Foreign Companies Accountable Act if the PublicCompany Accounting Oversight Board(United States)(the“PCAOB”)is unable to inspect our auditors for three consecutive years beginning in 2021.Our auditor,OnestopAssurance PAC,is an independent registered public accounting firm with the PCAOB,and as an auditor of publicly traded companies in the U.S.,is subject to laws in theU.S.,pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards.The PCAOB currently has access toinspect the working papers of our auditor and our auditor is not subject to the determinations announced by the PCAOB on December 16,2021,which determinations werevacated on December 15,2022.On June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act,and on December 29,2022,legislation entitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)was signed into law by President Biden,which contained,amongother things,an identical provision to Accelerating Holding Foreign Companies Accountable Act and amended the Holding Foreign Companies Accountable Act byrequiring the U.S.Securities and Exchange Commission(the“SEC”)to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor is not subject toPCAOB inspections for two consecutive years instead of three.If trading in our Ordinary Shares is prohibited under the Holding Foreign Companies Accountable Act in thefuture because the PCAOB determines that it cannot inspect or fully investigate our auditor,Onestop Assurance PAC,at such future time,Nasdaq may determine to delistour Ordinary Shares.On August 26,2022,the PCAOB signed a Statement of Protocol(the“SOP”)Agreement with the CSRC and Chinas Ministry of Finance.The SOP,together with two protocol agreements governing inspections and investigations(together,the“SOP Agreements”),establishes a specific,accountable framework to makepossible complete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong,as required under U.S.law.On December 15,2022,the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainlandChina and Hong Kong completely in 2022.The PCAOB vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completelyregistered public accounting firms headquartered in mainland China and Hong Kong.However,whether the PCAOB will continue to be able to satisfactorily conductinspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors outof our,and our auditors control.The PCAOB is continuing to demand complete access in mainland China and Hong Kong moving forward.The PCAOB has indicated thatit will act immediately to consider the need to issue new determinations with the Holding Foreign Companies Accountable Act if needed.If the PCAOB in the future againdetermines that it is unable to inspect and investigate completely auditors in mainland China and Hong Kong,the companies audited by those auditors would be subject to atrading prohibition on U.S.markets pursuant to the Holding Foreign Companies Accountable Act and the Consolidated Appropriations Act.See“Risk Factors-RisksRelating to Doing Business in China-Recent joint statement by the SEC and the PCAOB proposed rule changes submitted by Nasdaq,and the Holding Foreign CompaniesAccountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors,especiallythe non-U.S.auditors who are not inspected by the PCAOB.These developments could add uncertainties to our offering.”iii We are an“emerging growth company”as defined under the federal securities laws and will be subject to reduced public company reporting requirements.Please read thedisclosures beginning on page 17 of this prospectus for more information.Following the completion of this offering,our director,chairman of the board of directors and largest shareholder,Mr.Qingliang Hong,will beneficially own approximately52.43%of the aggregate voting power of our issued and outstanding Ordinary Shares,assuming no exercise of the underwriters over-allotment option,or approximately51.62%,assuming full exercise of the underwriters over-allotment option.As such,we will be deemed a“controlled company”under Nasdaq Listing Rule 5615(c).However,even if we are deemed a“controlled company,”we do not intend to avail ourselves of the corporate governance exemptions afforded to a“controlled company”under the Nasdaq Listing Rules.See“Risk Factors”and“Management-Controlled Company.”Between the date of incorporation of our holding company in 2006 through to the date of this prospectus,Fuxing China has distributed dividends to its shareholders orinvestors between 2008 and 2011,totaling approximately RMB122.66 million.Since 2012 through to the date of this prospectus,we have not received any dividends ordistributions from our subsidiaries,nor have we paid any dividends or distributions to our shareholders or U.S.investors.We intend to keep any future earnings to financethe expansion of our business,and we do not anticipate that any cash dividends will be paid in the foreseeable future.If we determine to pay dividends on any of ourOrdinary Shares in the future,as a holding company with no material operations of our own,we will be dependent upon the receipt of funds from Jade Star or Fuxing HK.Inorder for us to pay dividends to our shareholders,we will rely on payments made from our PRC subsidiaries to Jade Star or Fuxing HK,and then the distribution of suchpayments to Fuxing China.PRC regulations currently permit payment of dividends of a PRC company only out of accumulated distributable after-tax profits as determinedin accordance with its articles of association and the accounting standards and regulations in China.In addition,dividends distributed from our PRC subsidiaries to us aresubject to PRC taxes,such as withholding tax.For cash transfers and transfers of other assets among our holding company and our subsidiaries between the date ofincorporation of our holding company in 2006 through to the date of this prospectus,see“Prospectus Summary-Transfers of Cash to and from Our Subsidiaries”on page 14of this prospectus.Except as described above,there have been no other transfers,dividends or distributions made by or among our holding company and our subsidiaries,orto investors as of the date of this prospectus.PerOrdinaryShare Total WithoutOver-AllotmentOption Total WithOver-AllotmentOption Initial public offering price US$US$US$Underwriters discounts(1)US$US$US$Proceeds to our Company before expenses(2)US$US$US$(1)See“Underwriting”in this prospectus for more information regarding our arrangements with the underwriters.(2)We expect our total cash expenses for this offering(including cash expenses payable to the underwriters for their accountable out-of-pocket expenses)to beapproximately US$,exclusive of the above discounts.In addition,we will pay additional items of value in connection with this offering that are viewed by theFinancial Industry Regulatory Authority,or FINRA,as underwriting compensation.These payments will further reduce proceeds available to us before expenses.See“Underwriting.”This offering is being conducted on a firm commitment basis.The underwriters are obligated to take and pay for all of the Ordinary Shares if any such Ordinary Shares aretaken.We have granted the underwriters an option for a period of 45 days after the closing of this offering to purchase up to 15%of the total number of the Ordinary Sharesto be offered by us pursuant to this offering(excluding Ordinary Shares subject to this option),solely for the purpose of covering over-allotments,at the public offering priceless the underwriting discounts.If the underwriters exercise the option in full,the total underwriting discounts payable will be US$based on an assumed offering price ofUS$per Ordinary Share,and the total gross proceeds to us,before underwriting discounts and expenses,will be US$.The underwriters expect to deliver the Ordinary Shares against payment as set forth under“Underwriting,”on or about,2024.Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.Prospectus dated,2024.iv TABLE OF CONTENTS Page PROSPECTUS SUMMARY 5 RISK FACTORS 21 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 51 ENFORCEABILITY OF CIVIL LIABILITIES 51 USE OF PROCEEDS 52 DIVIDEND POLICY 53 CAPITALIZATION 54 DILUTION 55 CORPORATE HISTORY AND STRUCTURE 57 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 58 INDUSTRY 77 BUSINESS 87 REGULATIONS 107 MANAGEMENT 119 PRINCIPAL SHAREHOLDERS 118 RELATED PARTY TRANSACTIONS 119 DESCRIPTION OF SHARE CAPITAL 125 SHARES ELIGIBLE FOR FUTURE SALE 133 MATERIAL INCOME TAX CONSIDERATION 134 UNDERWRITING 141 EXPENSES RELATING TO THIS OFFERING 144 LEGAL MATTERS 145 EXPERTS 145 WHERE YOU CAN FIND ADDITIONAL INFORMATION 145 INDEX TO FINANCIAL STATEMENTS F-1 2Table of Contents About this Prospectus We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any freewriting prospectuses prepared by us or on our behalf or to which we have referred you.We take no responsibility for,and can provide no assurance as to the reliability of,any other information that others may give you.This prospectus is an offer to sell only the Ordinary Shares offered hereby,but only under circumstances and in jurisdictionswhere it is lawful to do so.We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offeror sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale.For the avoidance of doubt,no offer or invitation to subscribe forOrdinary Shares is made to the public in Bermuda.The information contained in this prospectus is current only as of the date on the front cover of the prospectus.Ourbusiness,financial condition,results of operations,and prospects may have changed since that date.Conventions that Apply to this Prospectus Unless otherwise indicated or the context requires otherwise,references in this prospectus to:“China”or the“PRC”are to the Peoples Republic of China;“Fook Hing Trading”are to Fook Hing Group Trading Company Limited,a company with limited liability incorporated in Hong Kong;“Fookhing Zipper”are to Jinjiang Fookhing Zipper Co.,Ltd.,a company with limited liability organized in the PRC;“Fulong Zipper”are to Jinjiang Fulong Zipper and Weaving Co.,Ltd.,a company with limited liability organized in the PRC;“Fuxin Electroplating”are to Jinjiang Fuxin Electroplating Co.,Ltd.,a company with limited liability organized in the PRC;“Fuxing Dress”are to Jinjiang Fuxing Dress Co.,Ltd.,a company with limited liability organized in the PRC;3Table of Contents “Fuxing Group”or“our Group”are to Fuxing China(as defined below)and our subsidiaries,collectively;“Fuxing HK”are to Fuxing China Group Limited(HK),a company with limited liability incorporated in Hong Kong;“HK$”or“HKD”are to the legal currency of Hong Kong;“Jade Star”are to Jade Star Group Holdings Limited,a company incorporated in the British Virgin Islands;“Jianxin Weaving”are to Jinjiang Jianxin Weaving Co.,Ltd.,a company with limited liability organized in the PRC;“our operating subsidiaries”are to Fulong Zipper,Fookhing Zipper,Fuxing Dress,Fuxing Electroplating,Jianxin Weaving,Xiamen Industrial(defined below)and Xiamen Property(defined below),our wholly-owned subsidiaries organized in the PRC,and Fook Hing Trading,our wholly owned subsidiaryincorporated in Hong Kong.“PRC subsidiaries”are to our subsidiaries formed in mainland China,including Fulong Zipper,Fookhing Zipper,Fuxing Dress,Fuxing Electroplating,JianxinWeaving,Xiamen Industrial(defined below)and Xiamen Property(defined below);“shares,”“Shares,”or“Ordinary Shares”are to the ordinary shares of Fuxing China,par value SGD5.00 per share;“Singapore dollars,”“SGD”and“S$”are to the legal currency of Singapore;“U.S.dollars,”“USD,”and“US$,”are to the legal currency of the United States;“we,”“us,”“our,”“Fuxing China,”or the“Company”are to Fuxing China Group Limited,an exempted company limited by shares incorporated in Bermuda;“Xiamen Industrial”are to Xiamen Xinfuxing Industrial Co.,Ltd.,a company with limited liability organized in the PRC;and “Xiamen Property”are to Xiamen Xinfuxing Property Management Co.,Ltd.,a company with limited liability organized in the PRC.Unless the context indicates otherwise,all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.Our business is conducted by our operating subsidiaries in China using Renminbi(“RMB”)and in Hong Kong using Hong Kong Dollar(“HKD”).Our consolidatedfinancial statements are presented in U.S.dollars.In this prospectus,we refer to assets,obligations,commitments,and liabilities in our consolidated financial statements inU.S.dollars.These dollar references are based on the exchange rate of RMB or HKD to U.S.dollars,determined as of a specific date or for a specific period.Changes in theexchange rate will affect the amount of our obligations and the value of our assets in terms of U.S.dollars which may result in an increase or decrease in the amount of ourobligations(expressed in dollars)and the value of our assets,including accounts receivable(expressed in dollars).With respect to amounts not recorded in our consolidatedfinancial statements included elsewhere in this prospectus,the conversion of Singapore dollars into U.S.dollars is based on 0.75;the conversion of RMB to U.S.dollars isbased on 0.15;the conversion of HKD to U.S.dollars is based on 0.13.Unless the context indicates otherwise,all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.4Table of Contents PROSPECTUS SUMMARY The following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed information and financial statements included elsewhere inthis prospectus.In addition to this summary,we urge you to read the entire prospectus carefully,especially the risks of investing in our Ordinary Shares,discussed under“Risk Factors,”before deciding whether to buy our Ordinary Shares.Overview Through our operating subsidiaries in mainland China and Hong Kong,we are principally engaged in the production and sale of zipper sliders and zipper chains,trading oftextile raw and auxiliary materials used in zipper production,and provision of zipper processing services in mainland China and Hong Kong.Since our establishment in1993,Fuxing Group has built up a credible track record and market reputation with a diversified customer base of over 1,600 customers in China,including many renownedbrands such as Anta,Septwolves,LiNing,361,Samsonite and Northpole China.We aim to become one of the leading zipper product manufacturers and to achieverecognition as a market leader for our brand name,quality of products and research and development(“R&D”)capabilities.Our zipper products consist mainly of zipper sliders and zipper chains and are widely used in apparel(including sportswear),shoes,camping equipment,bags,such ashandbags,briefcases,luggage and laptop bags,and upholstery furnishings,such as bedding and sofa covers.Our products are sold mainly to China local manufacturers ofapparel and footwear products,camping equipment,bags,manufacturers of upholstery furnishings,as well as other zipper manufacturers which further process or assembleour zipper products in order to customize these according to their customers needs.Some of the zipper products which we sell are manufactured under our“3F”brandname.In addition,we sell to trading companies which export our zipper products to overseas markets,including Australia,European countries,such as Russia,Turkey,Spain,Italy,Poland,Belgium,Greece,Slovenia and Lithuania,and Asian countries,such as South Korea,Thailand,Vietnam and Indonesia.Our operating subsidiary,Fook Hing Trading in Hong Kong,is primarily engaged in the trading of textile raw and auxiliary materials,including rubber thread,nylon fabricand nylon yarn.Our operating subsidiaries,Fulong Zipper,Fuxin Electroplating and Jianxin Weaving,provide zipper processing services,including color dyeing of fabric tapes for zippers,electroplating services for zipper sliders and manufacturing and sales of dyed yarn.Our manufacturing facilities are located in Jinjiang City,Fujian Province.Our manufacturing operations are highly integrated,and we have an extensive range of machineryand equipment at our manufacturing premises.Building on our technical knowledge and our manufacturing expertise,we are able to integrate our operations and business tocater to our customers needs.We have the ability to manufacture the entire zipper product from mold-making for the production of our zipper sliders to the manufacturingof fabric tape for zipper chains.Our range of manufacturing machinery also enables us to produce our zipper chains and zipper sliders using a wide range of materials,colors,and sizes in accordance with our customers requirements.Most of our raw materials are mainly procured from our suppliers located in Fujian Province.We accord high priority to quality control during the production processes of our products.Our subsidiary,Fookhing Zipper,was awarded the GB/T 19001-2016/ISO9001:2015 Quality Management System Certificate,valid through September 2025,by the World Standards for Certification Center Inc.(“WSF”)(北京世标认证中心有限公司),a third-party certification body headquartered in China.Fookhing Zipper was also awarded the GB/T 45001-2020/ISO 45001:2018 Occupational Health and SafetyManagement System Certificate and GB/T 24001-2016/ISO 14001:2015 Environmental Management System Certificate by the WSF,both valid through September 2025.Fookhing Zipper also holds the GRS Certificate(GRS 4.0),valid through May 2024,evidencing that our products passed the Global Recycled Standard 4.0,issued byIntertek,a multinational assurance,inspection,product testing and certification company headquartered in London,England.Fookhing Zipper is authorized to use the label“STANDARD 100 by OEKO-TEX”,valid through September 2024,on our zipper products,which is one of the worlds best-known labels for textiles tested for harmfulsubstances,issued by the International Association for Research and Testing in the Field of Textile and Leather Ecology,headquartered in Zurich,Switzerland.All our zipperproducts are manufactured in accordance with the PRC zipper industry standards as set by China National Light Industry Council.To ensure continual innovation in product quality and improved efficiency,we place strong emphasis on product and technical R&D.We have a R&D team comprised of 19members.Our R&D team leader,Mr.Yanming Luo,has 20 years of industry experience and was the inventor of 33 valid patents related to zipper design as of November2023.Please see“Business-Research and Product development.”5Table of Contents We generate revenue primarily from three sources,(i)production and sale of zippers,including zipper chains and zipper sliders(the“Zipper Segment”),(ii)trading of textileraw and auxiliary materials(the“Trading Segment”),and(iii)zipper processing services(the“Processing Segment”).Our total revenue decreased from approximately US$65.7 million for the six months ended September 30,2022 to approximately US$54.1 million for the six months endedSeptember 30,2023.Our net income decreased from approximately US$4.4 million for the six months ended September 30,2022 to approximately US$1.1 million for thesix months ended September 30,2023.The revenue derived from the Zipper Segment accounted for 58.7%and 53.9%of our total revenue for the six months endedSeptember 30,2022 and 2023,respectively.The revenue derived from the Trading Segment accounted for 34.2%and 38.9%of our total revenue for the six months endedSeptember 30,2022 and 2023,respectively.The revenue derived from the Processing Segment accounted for 7.1%and 7.3%of our total revenue for the six months endedSeptember 30,2022 and 2023,respectively.Our total revenue decreased from approximately US$123 million in the fiscal year ended March 31,2022 to approximately US$120 million in the fiscal year ended March31,2023.Our net income decreased from approximately US$4 million in the fiscal year ended March 31,2022 to approximately US$1.6 million in the fiscal year endedMarch 31,2023.The revenue derived from the Zipper Segment accounted for 61%and 56%of our total revenue for fiscal years ended March 31,2022 and 2023,respectively.The revenue derived from the Trading Segment accounted for 33%and 39%of our total revenue for the fiscal years ended March,2022 and 2023,respectively.The revenue derived from the Processing Segment accounted for 11%and 10%of our total revenue for the fiscal years ended March 31,2022 and 2023,respectively.Competitive Strengths We believe that the following competitive strengths have contributed to our operating subsidiaries success and differentiated them from their competitors:we believe that we are one of the few vertically-integrated players in the PRC zipper industry;we have an established track record and reputation;we are one of the largest zipper manufacturers in the PRC;we place great emphasis on the quality of our products,as well as product and technical R&D;we employ semi-automated production processes that allow us to be efficient and maintain our high quality standards and control our production costs;and we have an experienced and capable management team.Growth Strategies We intend to implement the following strategies to grow our business:pursue strategic investment and acquisition opportunities;improve our brand awareness;expand customer base;increase R&D efforts and expand our production capacity;and recruit top talent.6Table of Contents Our Challenges Our operating subsidiaries face risks and uncertainties in realizing our business objectives and executing our strategies,including those relating to:our ability to retain our current customers and attract new customers;our ability to expand our product and service offerings;our ability to generate and maintain sufficient net cash inflows from operating activities;our ability to compete effectively against our competitors;our ability to improve our products and services to keep up with the rapidly changing demands,preferences,trends,and technologies in the zippermanufacturing industry;our ability to comply with the relevant laws and regulations in China;and our ability to protect our intellectual property and proprietary rights.Summary of Risk Factors Investing in our Ordinary Shares involves significant risks.You should carefully consider all of the information in this prospectus before making an investment in ourOrdinary Shares.Below please find a summary of the principal risks we face,organized under relevant headings.These risks are discussed more fully in the section titled“Risk Factors.”Risks Relating to Doing Business in China(for a more detailed discussion,see“Risk Factors-Risks Relating to Doing Business in China”beginning on page 21 of thisprospectus)Our business is conducted in mainland China and Hong Kong through our operating subsidiaries,and therefore,we face risks and uncertainties relating to doing business inmainland China and Hong Kong in general,including,but not limited to,the following:recent joint statement by the SEC and the PCAOB proposed rule changes submitted by Nasdaq,and the Holding Foreign Companies Accountable Act all callfor additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.These developments could add uncertainties to our offering(see“Risk Factors-Risks Relating to DoingBusiness in China-Recent joint statement by the SEC and the PCAOB proposed rule changes submitted by Nasdaq,and the Holding Foreign CompaniesAccountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of theirauditors,especially the non-U.S.auditors who are not inspected by the PCAOB.These developments could add uncertainties to our offering”on page 21 ofthis prospectus);U.S.regulatory bodies may be limited in their ability to conduct investigations or inspections of the operations of our operating subsidiaries in China(see“Risk Factors-Risks Relating to Doing Business in China-U.S.regulatory bodies may be limited in their ability to conduct investigations or inspections of theoperations of our operating subsidiaries in China”on page 22 of this prospectus);7Table of Contents recent greater oversight by the CAC over data security,particularly for companies seeking to list on a foreign exchange,could adversely impact our businessand our offering(see“Risk Factors-Risks Relating to Doing Business in China-Recent greater oversight by the CAC over data security,particularly forcompanies seeking to list on a foreign exchange,could adversely impact our business and our offering”on page 24 of this prospectus);you may be bound by the PRC Civil Procedure Law in effecting service of legal process,enforcing foreign judgments,or bringing actions in China against usor our management named in the prospectus based on PRC laws(see“Risk Factors-Risks Relating to Doing Business in China-You may be bound by the PRCCivil Procedure Law in effecting service of legal process,enforcing foreign judgments,or bringing actions in China against us or our management named inthe prospectus based on PRC laws”on page 25 of this prospectus);our operating subsidiaries in China have not made adequate social insurance and housing provident fund contributions for all employees as required by PRCregulations,which may subject us to penalties(see“Risk Factors-Risks Relating to Doing Business in China-Our operating subsidiaries in China have notmade adequate social insurance and housing provident fund contributions for all employees as required by PRC regulations,which may subject us to penalties”on page 26 of this prospectus);PRC regulations relating to offshore investment activities by PRC residents may limit our PRC subsidiaries ability to increase their registered capital ordistribute profits to us,or otherwise expose us or our PRC resident shareholders to liabilities or penalties(see“Risk Factors-Risks Relating to Doing Businessin China-PRC regulations relating to offshore investment activities by PRC residents may limit our PRC subsidiaries ability to increase their registered capitalor distribute profits to us,or otherwise expose us or our PRC resident shareholders to liabilities or penalties”on page 26 of this prospectus);8Table of Contents our PRC subsidiaries are subject to restrictions on paying dividends or making other payments to us,which may have a material adverse effect on our ability toconduct our business(see“Risk Factors-Risks Relating to Doing Business in China-Our PRC subsidiaries are subject to restrictions on paying dividends ormaking other payments to us,which may have a material adverse effect on our ability to conduct our business”on page 30 of this prospectus);under the EIT Law,our operating subsidiaries in China are subject to withholding tax liabilities,and dividends payable by our operating subsidiaries in Chinato our Hong Kong subsidiary may not qualify to enjoy certain treaty benefits(see“Risk Factors-Risks Relating to Doing Business in China-Under the EITLaw,our operating subsidiaries in China are subject to withholding tax liabilities,and dividends payable by our operating subsidiaries in China to our HongKong subsidiary may not qualify to enjoy certain treaty benefits”on page 31 of this prospectus);if we become directly subject to the scrutiny,criticism,and negative publicity involving U.S.-listed Chinese companies,we may have to expend significantresources to investigate and resolve the matter which could harm our operating subsidiaries business operations,our Ordinary Shares price,and our reputation(see“Risk Factors-Risks Relating to Doing Business in China-If we become directly subject to the scrutiny,criticism,and negative publicity involving U.S.-listed Chinese companies,we may have to expend significant resources to investigate and resolve the matter which could harm our operating subsidiariesbusiness operations,our Ordinary Shares price,and our reputation”on page 32 of this prospectus);interpretation and enforcement of PRC laws and regulations and changes in policies,rules,and regulations in China,may affect the legal protection availableto you and us,and may affect our ability to operate profitably(see“Risk Factors-Risks Relating to Doing Business in China-Interpretation and enforcement ofPRC laws and regulations and changes in policies,rules,and regulations in China,affect the legal protection available to you and us,and may affect our abilityto operate profitably”on page 32 of this prospectus);the Chinese regulatory authorities may exert influence over the manner in which we must conduct our business,which could result in a certain change in ouroperations,affect our ability to offer or continue to offer securities to investors,and affect the value of our Ordinary Shares(see“Risk Factors-Risks Relatingto Doing Business in China-The Chinese regulatory authorities may exert influence over the manner in which we must conduct our business,which couldresult in a certain change in our operations,affect our ability to offer or continue to offer securities to investors,and affect the value of our Ordinary Shares”onpage 32 of this prospectus);and we are required to fulfill the Trial Administrative Measures filing procedures and report relevant information to the CSRC;and we cannot assure you that wewill be able to complete the filings for this offering and any future offerings and fully comply with the relevant new rules on a timely basis,if at all(see“RiskFactors-Risks Relating to Doing Business in China-We are required to fulfill the Trial Administrative Measures filing procedures and report relevantinformation to the CSRC;and we cannot assure you that we will be able to complete the filings for this offering and any future offerings and fully comply withthe relevant new rules on a timely basis,if at all”on page 32 of this prospectus).9Table of Contents Risks Related to Our Business(for a more detailed discussion,see“Risk Factors-Risks Related to Our Business”beginning on page 35 of this prospectus)Risks and uncertainties related to our business include,but are not limited to,the following:we face increasing competition from other manufacturers(see“Risk Factors-Risks Related to Our Business-We face increasing competition from othermanufacturers”on page 35 of this prospectus);we generally do not enter into long-term contracts with our customers(see“Risk Factors-Risks Related to Our Business-We generally do not enter into long-term contracts with our customers”on page 35 of this prospectus);we are dependent on the PRC market(see“Risk Factors-Risks Related to Our Business-We are dependent on the PRC market”on page 36 of this prospectus);we are subject to fluctuations in the prices of principal components and raw materials(see“Risk Factors-Risks Related to Our Business-We are subject tofluctuations in the prices of principal components and raw materials”on page 36 of this prospectus);we are exposed to credit risks of our customers.Defaults or delays in payment by customers will adversely affect our financial position and profitability(see“Risk Factors-Risks Related to Our Business-We are exposed to credit risks of our customers.Defaults or delays in payment by customers will adversely affectour financial position and profitability”on page 37 of this prospectus);and our financial condition,results of operations,and cash flows for 2021 have been adversely affected by COVID-19(see“Risk Factors-Risks Related to OurBusiness-Our financial condition,results of operations,and cash flows for 2021 have been adversely affected by COVID-19”on page 40 of this prospectus).10Table of Contents Risks Relating to this Offering and the Trading Market(for a more detailed discussion,see“Risk Factors-Risks Relating to this Offering and the Trading Market”beginning on page 40 of this prospectus)In addition to the risks described above,we are subject to general risks and uncertainties relating to this offering and the trading market,including,but not limited to,thefollowing:there has been no public market for our Ordinary Shares in the U.S.prior to the completion of this offering,and you may not be able to resell our OrdinaryShares at or above the price you pay for them,or at all(see“Risk Factors-Risks Relating to this Offering and the Trading Market-There has been no publicmarket for our Ordinary Shares in the U.S.prior to the completion of this offering,and you may not be able to resell our Ordinary Shares at or above the priceyou pay for them,or at all”on page 40 of this prospectus);you will experience immediate and substantial dilution in the net tangible book value of Ordinary Shares purchased(see“Risk Factors-Risks Relating to thisOffering and the Trading Market-You will experience immediate and substantial dilution in the net tangible book value of Ordinary Shares purchased”onpage 44 of this prospectus);our management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may not enhance our results ofoperations or the price of our Ordinary Shares(see“Risk Factors-Risks Relating to this Offering and the Trading Market-Our management has broad discretionto determine how to use the funds raised in the offering and may use them in ways that may not enhance our results of operations or the price of our OrdinaryShares”on page 49 of this prospectus);and the price of our Ordinary Shares could be subject to rapid and substantial volatility(see“Risk Factors-Risks Relating to this Offering and the Trading Market-The price of our Ordinary Shares could be subject to rapid and substantial volatility”on page 52 of this prospectus).Permission Required from PRC Authorities According to the Circular of the General Office of the State Council on the Full Implementation of the List of Administrative Licensing Items(No.2 2022 of the GeneralOffice of the State Council)and its attachment,the List of Administrative Licensing Items Set by Laws,Administrative Regulations,and Decisions of the State Council(2022 Edition),as of the date of this prospectus,our PRC subsidiaries have obtained and currently maintain the approvals,permits,licenses,registrations or filings fromPRC authorities needed to engage in the businesses currently conducted in mainland China.Such permits,licenses,registrations and permissions(the“GovernmentalPermits”)include,but are not limited to,the following:1.Business License,which is a permit issued by Market Supervision and Administration that allows companies to conduct specific businesses within thegovernments geographical jurisdiction;2.Pollutant Discharge Permit,which is a permit issued by Administration of Ecology and Environment in the PRC that allows companies to dischargepollutants in accordance with regulations;and 3.Receipt of Pollution Discharge Registration for Fixed Pollution Sources,which is a receipt issued by the National Pollution Discharge PermitManagement Information Platform that allows companies with little production and little impact on the environment to discharge small amounts ofpollutants but not yet required to apply for a Pollutant Discharge Permit in accordance with regulations.Please refer to“Business-Licenses,Awards and Certificates”for a detailed discussion of the licenses that our operating subsidiaries have obtained as of the date of thisprospectus.We cannot assure you that our PRC subsidiaries will always be able to successfully update or renew the Governmental Permits required for the relevant businessin a timely manner or that these licenses or permits are sufficient to conduct all of our PRC subsidiaries present or future business.The PRC subsidiaries operations couldbe adversely affected,directly or indirectly;our ability to offer,or continue to offer,securities to investors would be potentially eliminated;and the value of our securitiesmight significantly decline,by existing or future laws and regulations relating to the business of the subsidiaries and the PRC subsidiaries or our industry,or by legalrestrictions by PRC regulatory authority,if we or our PRC subsidiaries(i)do not receive or maintain such Governmental Permits,(ii)inadvertently conclude that suchGovernmental Permits are not required,(iii)applicable laws,regulations,or interpretations change and the PRC subsidiaries are required to obtain such GovernmentalPermits in the future.11Table of Contents On February 17,2023,the CSRC,promulgated the Trial Administrative Measures,which came into force on March 31,2023.On the same date,the CSRC circulated theNotice and relevant CSRC Answers to Reporter Questions,or collectively,the Guidance Rules and Notice,on CSRCs official website.The Trial Administrative Measuresrefine the regulatory system by subjecting both direct and indirect overseas offering and listing activities to the CSRC filing-based administration.The Trial AdministrativeMeasures,together with the Guidance Rules and Notice impose requirements for the overseas securities offering and listing by domestic enterprises,and clarified andemphasized several aspects,which include,but are not limited to:(i)comprehensive determination of the“indirect overseas offering and listing by PRC domesticcompanies”in compliance with the principle of“substance over form”and particularly,an issuer will be required to go through the filing procedures under the TrialAdministrative Measures if the following criteria are met at the same time:a)50%or more of the issuers operating revenue,total profit,total assets or net assets asdocumented in its audited consolidated financial statements for the most recent accounting year is accounted for by PRC domestic companies,and b)the main parts of theissuers business activities are conducted in mainland China,or its main places of business are located in mainland China,or the senior managers in charge of its businessoperation and management are mostly Chinese citizens or domiciled in mainland China;(ii)exemptions from immediate filing requirements for issuers that have alreadybeen listed overseas,prior to the date of implementation of the Trial Administrative Measures,or meet the following circumstances at the same time:a)whose applicationfor indirect overseas offering and listing has been approved by the overseas regulators or overseas stock exchanges(for example,the effectiveness of a registration statementfor offering and listing in the U.S.has been obtained),and b)are not required to re-perform the regulatory procedures with the relevant overseas regulator or overseas stockexchanges,and c)whose overseas offering or listing shall be completed before September 30,2023,but such issuers shall still be subject to filing procedures if they conductrefinancings or any other filing matters;(iii)a negative list of types of issuers banned from listing or offering overseas,such as issuers under investigation for crimes ormajor violations of the law,or whose overseas offering and listing may endanger national security,or whose controlling shareholders have been recently convicted of briberyand corruption;(iv)issuers compliance with foreign investment,network security,data security,and other national security laws,regulations and relevant provisions;(v)issuers filing and reporting obligations,such as an obligation to file with the CSRC after an issuer submits an application for initial public offering to competent overseasregulators,and an obligation to file with the CSRC after an issuer completes subsequent offerings in the same overseas market and to report to the CSRC on material eventsincluding change of control or voluntary or mandatory delisting of the issuer;and(vi)the CSRCs authority to fine both issuers and their relevant shareholders for failure tocomply with the Trial Administrative Measures,including failure to comply with the filing procedures or filing with materials on false,misleading statements or materialomissions.Specifically,pursuant to the Trial Administrative Measures,we are required to file with the CSRC within three business days after submitting the applicationdocuments for offering and listing in the U.S.,unless we can obtain the exemptions referenced in clause(ii)above.As the Trial Administrative Measures are newly-issued,the interpretation and implementation on its enforcement will be released or adjusted from time to time.Therefore,we cannot assure you that we will be able to complete thefilings for this offering and any future offerings and fully comply with the relevant new rules on a timely basis,if at all.The closing of this offering is contingent upon ourreceipt of CSRC approval under the Trial Administrative Measures.On October 7,2023,we submitted the filing report and related materials to the CSRC in accordancewith the requirements of the Trial Administrative Measures,and,as of the date of this prospectus,such filing remains under review by the CSRC.See“Risk Factors-RisksRelating to Doing Business in China-We are required to fulfill the Trial Administrative Measures filing procedures and report relevant information to the CSRC;and wecannot assure you that we will be able to complete the filings for this offering and any future offerings and fully comply with the relevant new rules on a timely basis,if atall.”Transfers of Cash to and from Our Subsidiaries We currently have not maintained any cash management policies that dictate the purpose,amount and procedures for cash transfers between the Company,our subsidiaries,or investors.Rather,the funds can be transferred in accordance with the applicable PRC laws and regulations.To the extent cash or assets in the business is in the PRC orHong Kong or a PRC or Hong Kong entity,the funds or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due to theimposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC regulatory authority to transfer cash or assets.12Table of Contents Under existing PRC foreign exchange regulations,payment of current account items,such as profit distributions and trade and service-related foreign exchange transactions,can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange,or the SAFE,by complying with certain proceduralrequirements.Therefore,our PRC subsidiaries are able to pay dividends in foreign currencies to us without prior approval from SAFE,subject to the condition that theremittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulations,such as the overseas investment registrations byour shareholders or the ultimate shareholders of our corporate shareholders who are PRC residents.See“Risk Factors-Risks Relating to Doing Business in China-PRCregulations relating to offshore investment activities by PRC residents may limit our PRC subsidiaries ability to increase their registered capital or distribute profits to us,orotherwise expose us or our PRC resident shareholders to liabilities or penalties.”Approval from,or registration with,appropriate government authorities is,however,required where the RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreigncurrencies.The PRC regulatory authority may also at its discretion restrict access in the future to foreign currencies for current account transactions.Current PRCregulations permit our PRC subsidiaries to pay dividends to the Company only out of their accumulated profits,if any,determined in accordance with Chinese accountingstandards and regulations.As of the date of this prospectus,there are no restrictions or limitations imposed by the Hong Kong government on the transfer of capital within,into and out of Hong Kong(including funds from Hong Kong to mainland China),except for transfer of funds involving money laundering and criminal activities.FuxingChina has been designated by the Bermuda Monetary Authority as a non-resident for Bermuda exchange control purposes.This designation allows us to engage intransactions in currencies other than the Bermuda dollar,and,as of the date of this prospectus,there are no restrictions in Bermuda on our ability to transfer funds(other thanfunds denominated in Bermuda dollars)in and out of Bermuda or to pay dividends in any foreign currency to United States residents who are holders of our OrdinaryShares.See“Risk Factors-Risks Related to Doing Business in China-Our PRC subsidiaries are subject to restrictions on paying dividends or making other payments to us,which may have a material adverse effect on our ability to conduct our business,”“Risk Factors-Risks Related to Doing Business in China-To the extent cash or assets inthe business is in the PRC or Hong Kong or a PRC or Hong Kong entity,the funds or assets may not be available to fund operations or for other use outside of the PRC orHong Kong due to the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC regulatory authority to transfer cash or assets,”and“RiskFactors-Risks Related to Doing Business in China-We rely on dividends and other distributions on equity paid by our operating subsidiaries to fund any cash andfinancing requirements we may have,and any limitation on the ability of our operating subsidiaries to make payments to us could have a material adverse effect on ourability to conduct our business.”As a holding company,we may rely on dividends and other distributions on equity paid by our subsidiaries,including those based in mainland China,for our cash andfinancing requirements.If any of our PRC subsidiaries incurs debt on its own behalf in the future,the instruments governing such debt may restrict its ability to paydividends to us.Fuxing China is permitted under the laws of Bermuda to provide funding to our subsidiaries incorporated in the British Virgin Islands and Hong Kongthrough loans or capital contributions as our board of directors may determine from time to time.Our subsidiaries are permitted under the respective laws of the BritishVirgin Islands and Hong Kong to provide funding to Fuxing China through dividend distribution without restrictions on the amount of the funds.There are no restrictions bythe British Virgin Islands and Hong Kong governments on dividend distributions from Hong Kong to the British Virgin Islands and the British Virgin Islands to Bermuda.The PRC has currency and capital transfer regulations that require us to comply with certain requirements for the movement of capital.The Company is able to transfer cash(U.S.Dollars)to its PRC subsidiaries through an investment(by increasing the Companys registered capital in a PRC subsidiary).The Companys subsidiaries within Chinacan transfer funds to each other when necessary through current lending.The transfer of funds among companies is subject to the Provisions on Private Lending Cases,thelatest revision of which was implemented on January 1,2021,which regulates the financing activities between natural persons,legal persons and unincorporatedorganizations.As advised by our PRC counsel,Fujian Yimao Law Firm,the Provisions on Private Lending Cases does not prohibit using cash generated from one subsidiaryto fund another subsidiarys operations.We have not been notified of any other restriction which could limit our PRC subsidiaries ability to transfer cash between PRCsubsidiaries.The Companys business is primarily conducted through its subsidiaries.The Company is a holding company and its material assets consist solely of theownership interests held in its PRC subsidiaries.The Company relies on dividends paid by its subsidiaries for its working capital and cash needs,including the fundsnecessary:(i)to pay dividends or cash distributions to its shareholders,(ii)to service any debt obligations and(iii)to pay operating expenses.As a result of PRC laws andregulations(noted below)that require annual appropriations of 10%of after-tax income to be set aside in a general reserve fund prior to payment of dividends,theCompanys PRC subsidiaries are restricted in that respect,as well as in others respects noted below,in their ability to transfer a portion of their net assets to the Company asa dividend.13Table of Contents With respect to transferring cash from the Company to its subsidiaries,increasing the Companys registered capital in a PRC subsidiary requires the filing with the localadministration for market regulation,while a shareholder loan requires a filing with the SAFE or its local bureau.Aside from the declaration to the SAFE,there is norestriction or limitation on such cash transfer or earnings distribution.With respect to the payment of dividends,we note the following:1.PRC regulations currently permit the payment of dividends only out of accumulated profits,as determined in accordance with accounting standards andPRC regulations(an in-depth description of the PRC regulations is set forth below);2.Our PRC subsidiaries are required to set aside,at a minimum,10%of their net income after taxes,based on PRC accounting standards,each year asstatutory surplus reserves until the cumulative amount of such reserves reaches 50%of their registered capital;3.Such reserves may not be distributed as cash dividends;4.The incurrence of debt,specifically the instruments governing such debt,may restrict a subsidiarys ability to pay shareholder dividends or make othercash distributions;and 5.When the bank handles the repatriation of profits worth more than US$50,000 for a domestic institution,it shall check board resolutions regardingprofit distributions,the original version of tax filing records and audited financial statements in accordance with the principle of genuine transactions,and before remittance of profits,domestic entities should first hold income to account for previous years losses.If,for the reasons noted above,our subsidiaries are unable to pay shareholder dividends and/or make other cash payments to the Company when needed,the Companysability to conduct operations,make investments,engage in acquisitions,or undertake other activities requiring working capital may be materially and adversely affected.However,our operations and business,including investment and/or acquisitions by our subsidiaries within China,will not be affected as long as the capital is not transferredin or out of the PRC.The PRC regulatory authority may continue to strengthen its capital supervisions and our PRC subsidiaries dividends and other distributions may besubject to adjustment in the future.Between the date of incorporation of our holding company in 2006 through to the date of this prospectus,Fuxing China had distributed dividends to its shareholders orinvestors between 2008 and 2011,totaling approximately RMB122.66 million.Since 2012 through to the date of this prospectus,we have not received any dividends ordistributions from our subsidiaries,nor have we paid any dividends or distributions to our shareholders or U.S.investors.We intend to keep any future earnings to financethe expansion of our business,and we do not anticipate that any cash dividends will be paid in the foreseeable future.If we determine to pay dividends on any of ourOrdinary Shares in the future,as a holding company,we will be dependent upon the receipt of funds from our operating subsidiaries in mainland China and Hong Kong.Wedo not anticipate any difficulties or limitations on our ability to transfer cash between our subsidiaries.Between the date of incorporation of our holding company in 2006through to the date of this prospectus,cash transfers and transfers of other assets among our holding Company and our subsidiaries are as follows:in 2007,Fuxing China transferred SGD86,500,000 to its subsidiary Jade Star to increase the capital of its subsidiaries in mainland China and fund acquisitionsof other entities;in 2009,Fuxing China transferred SGD3,500,000 to its subsidiary Jade Star for the same purpose above;in 2010,our subsidiary Jade Star transferred SGD80,000 to Fuxing China to pay agency fees;in 2011,Fuxing China transferred EUR1,810,530 and HKD1,600,000,respectively,to its subsidiary Jade Star to increase the capital of its subsidiaries inmainland China.During the same year,Jade Star transferred HKD51,012,000 to Fuxing China;in 2012,Jade Star transferred USD2,950,000 to Fuxing China and Fuxing China transferred USD2,940,000 to Jade Star;in 2016,Jade Star transferred SGD29,990 to Fuxing China to pay agency fees;in 2017,Jade Star transferred HKD229,648 to Fuxing China and Fuxing China transferred HKD50,000 to Jade Star;and for each year between 2017 and 2023,our subsidiary Fook Hing Trading transferred the following amounts to Fuxing China:HKD4,500,000,HKD4,424,055,HKD4,000,000,HKD4,500,000,HKD5,000,000,HKD6,500,000 and HKD5,600,000,respectively.The funds were used to pay agency fees.Except as described above,there have been no other transfers,dividends or distributions made by or among our holding company and our subsidiaries,or to investors as ofthe date of this prospectus.14Table of Contents Corporate Information Our Ordinary Shares have been listed on the Mainboard of SGX-ST since September 2007.Our principal executive office is located at Hangbian Industry Area,LonghuTown,Jinjiang City,Fujian Province,the PRC,and our phone number is 86-595-85287788.Our registered office in Bermuda is at Clarendon House,2 Church Street,Hamilton HM11,Bermuda,and the phone number of our registered office is 1-441-295-5950.We maintain a corporate website at .The informationcontained in,or accessible from,our website or any other website does not constitute a part of this prospectus.Our agent for service of process in the United States isCogency Global Inc.,located at 122 East 42nd Street,18th Floor,New York,NY 10168.Corporate Structure We are a holding company incorporated in Bermuda.As a holding company with no material operations of our own,we conduct our operations through our operatingsubsidiaries in mainland China and Hong Kong.Our Ordinary Shares offered in this offering are equity interests in our offshore holding company incorporated in Bermudaand not equity interests in our operating subsidiaries in mainland China and Hong Kong.Therefore,you will not directly hold any equity interests in our operatingsubsidiaries that are all located in mainland China and Hong Kong.We were incorporated on October 2,2006 as an exempted company limited by shares in Bermuda.The following diagram illustrates our corporate structure upon completion of our initial public offering(“IPO”)based on 17,205,438 Ordinary Shares issued and outstandingas of February 29,2024(excludes 277,720 treasury shares)and 2,000,000 Ordinary Shares to be offered in this IPO,assuming no exercise of the underwriters over-allotment option.For more details on our corporate history,please refer to“Corporate History and Structure.”For details of each shareholders ownership,please refer to the beneficial ownership table in the section captioned“Principal Shareholders.”15Table of Contents Risks Related to Our Corporate Structure We are subject to certain legal and operational risks associated with having the majority of our operations in China.PRC laws and regulations governing the current businessoperations of our PRC and Hong Kong subsidiaries are sometimes vague and uncertain,and as a result these risks may result in material changes in the operations of ouroperating subsidiaries,significant depreciation of the value of our Ordinary Shares,or a complete hindrance of our ability to offer,or continue to offer,our securities toinvestors.Recently,the PRC regulatory authority adopted a series of regulatory actions and issued statements to regulate business operations in China with little advancenotice,including cracking down on illegal activities in the securities market,adopting new measures to extend the scope of cybersecurity reviews,and expanding the effortsin anti-monopoly enforcement.As of the date of this prospectus,we and our operating subsidiaries in mainland China and Hong Kong have not been involved in anyinvestigations on cybersecurity review initiated by any PRC regulatory authority,nor has any of them received any inquiry,notice,or sanction.As confirmed by our PRCcounsel,we are not subject to cybersecurity review with the CAC,if the draft Measures for Cybersecurity Censorship become effective as they are published,since wecurrently do not have over one million users personal information and do not anticipate that we will be collecting over one million users personal information in theforeseeable future,which we understand might otherwise subject us to the draft Measures for Cybersecurity Censorship.See“Risk Factors-Risks Relating to Doing Businessin China-Recent greater oversight by the CAC over data security,particularly for companies seeking to list on a foreign exchange,could adversely impact our business andour offering.”According to our PRC counsel,apart from the filing with the CSRC per the requirements of the Trial Administrative Measures,no other relevant laws orregulations in the PRC explicitly require us to seek approval from the CSRC for our overseas listing plan.As of the date of this prospectus,we and our operating subsidiariesin mainland China and Hong Kong have not received any inquiry,notice,warning,or sanctions regarding our planned overseas listing from the CSRC or any other PRCregulatory authority.Since these statements and regulatory actions are newly-published,it is highly uncertain what the potential impact such modified or new laws andregulations will have on the daily business operations of our operating subsidiaries,our ability to accept foreign investments,and our listing on an U.S.exchange.TheSCNPC or PRC regulatory authorities may,in the future,promulgate new laws,regulations,or implementing new rules that require us,or our subsidiaries to obtainregulatory approval from Chinese authorities before listing in the U.S.,apart from the filing with the CSRC per the requirements of the Trial Administrative Measures.If wedo not receive or maintain the approval,or inadvertently conclude that such approval is not required,or applicable laws,regulations,or interpretations change such that weare required to obtain approval in the future,we may be subject to an investigation by competent regulators,fines or penalties,or an order prohibiting us from conducting anoffering,and these risks could result in a material adverse change in our operating subsidiaries operations and the value of our Ordinary Shares,limit our ability to offer orcontinue to offer securities to investors,or cause such securities to significantly decline or be worthless.In addition,our Ordinary Shares may be prohibited to trade on a national exchange or over-the-counter under the Holding Foreign Companies Accountable Act if thePCAOB is unable to inspect our auditors for three consecutive years beginning in 2021.Our auditor,Onestop Assurance PAC,is an independent registered public accountingfirm with the PCAOB,and as an auditor of publicly traded companies in the U.S.,is subject to laws in the U.S.,pursuant to which the PCAOB conducts regular inspectionsto assess its compliance with the applicable professional standards.The PCAOB currently has access to inspect the working papers of our auditor and our auditor is notsubject to the determinations announced by the PCAOB on December 16,2021,which determinations were vacated on December 15,2022.On June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act,and on December 29,2022,the Consolidated Appropriations Act was signed into law byPresident Biden,which contained,among other things,an identical provision to Accelerating Holding Foreign Companies Accountable Act and amended the HoldingForeign Companies Accountable Act by requiring the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOBinspections for two consecutive years instead of three.If trading in our Ordinary Shares is prohibited under the Holding Foreign Companies Accountable Act in the futurebecause the PCAOB determines that it cannot inspect or fully investigate our auditor,Onestop Assurance PAC,at such future time,Nasdaq may determine to delist ourOrdinary Shares.On August 26,2022,the PCAOB signed SOP Agreements with the CSRC and Chinas Ministry of Finance.The SOP Agreements established a specific,accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong,as required underU.S.law.On December 15,2022,the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firmsheadquartered in mainland China and Hong Kong completely in 2022.The PCAOB vacated its previous 2021 determinations that the PCAOB was unable to inspect orinvestigate completely registered public accounting firms headquartered in mainland China and Hong Kong.However,whether the PCAOB will continue to be able tosatisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on anumber of factors out of our,and our auditors control.The PCAOB is continuing to demand complete access in mainland China and Hong Kong moving forward.ThePCAOB has indicated that it will act immediately to consider the need to issue new determinations with the Holding Foreign Companies Accountable Act if needed.If thePCAOB in the future again determines that it is unable to inspect and investigate completely auditors in mainland China and Hong Kong,then the companies audited bythose auditors would be subject to a trading prohibition on U.S.markets pursuant to the Holding Foreign Companies Accountable Act and the Consolidated AppropriationsAct.See“Risk Factors-Risks Relating to Doing Business in China-Recent joint statement by the SEC and the PCAOB proposed rule changes submitted by Nasdaq,and theHolding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualificationof their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.These developments could add uncertainties to our offering.”16Table of Contents Impact of COVID-19 on Our Operating Subsidiaries Operations and Our Financial Performance In December 2019,COVID-19 was first identified and on March 11,2020,the World Health Organization declared COVID-19 a pandemic-the first pandemic caused by acoronavirus.The pandemic resulted in the implementation of significant governmental measures,intended to control the spread of the virus.The COVID-19 pandemic has adversely affected our Groups business operations.Specifically,significant governmental measures implemented by the PRC regulatoryauthority,caused disruptions in transportation of raw materials as well as disruptions in distribution and delivery of our products to customers in 2020 and 2021,which led toa decrease in orders.However,our Group recorded improvements in sales and gross profit in fiscal year 2022,compared to fiscal year 2021.This was mainly attributable tothe fact that our Group has been constantly automating its manufacturing process progressively to mitigate the cost pressure arising from the increased production costs.OurGroup has also improved the quality of its zippers through the automation process,which would eventually translate to higher margin sales orders from new customersegment.In addition,our Group has been endeavoring to manage its operating costs and is monitoring its receivables and collections closely.In December 2022,the uncertainty and risk associated with Chinas COVID-19 policies and restrictions were significantly mitigated.The PRC regulatory authority unveileda series of new COVID-19-related policies to loosen its zero-COVID-19 policy,uplifted the COVID-19 prevention and control measures and provided a clear timetable tore-open the border.As of the date of this prospectus,our operating subsidiaries are operating normally without any disruption in production and operations.Although the COVID-19 pandemic seems to have been under relative control in China since May 2020,a resurgence could negatively affect the execution of customercontracts and the collection of customer payments,and the continued uncertainties associated with COVID-19 may cause the Companys revenue and cash flows tounderperform in the next 12 months.Because of the significant uncertainties surrounding the COVID-19 pandemic or the spread of new variants,we cannot reasonablyestimate the extent of the business disruption and the related financial impact at this time.Implications of Our Being an“Emerging Growth Company”As a company with less than US$1.235 billion in revenue during our last fiscal year,we qualify as an“emerging growth company”as defined in the Jumpstart Our BusinessStartups Act of 2012,or the“JOBS Act.”An“emerging growth company”may take advantage of reduced reporting requirements that are otherwise applicable to largerpublic companies.In particular,as an emerging growth company,we:may present only two years of audited financial statements and only two years of related Managements Discussion and Analysis of Financial Condition andResults of Operations,or“MD&A;”are not required to provide a detailed narrative disclosure discussing our compensation principles,objectives and elements and analyzing how those elementsfit with our principles and objectives,which is commonly referred to as“compensation discussion and analysis”;17Table of Contents are not required to obtain an attestation and report from our auditors on our managements assessment of our internal control over financial reporting pursuantto the Sarbanes-Oxley Act of 2002;are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements(commonlyreferred to as the“say-on-pay,”“say-on frequency”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act;and will not be required to conduct an evaluation of our internal control over financial reporting until our second annual report on Form 20-F following theeffectiveness of our initial public offering.We intend to take advantage of all of these reduced reporting requirements and exemptions,including the longer phase-in periods for the adoption of new or revisedfinancial accounting standards under 107 of the JOBS Act.Our election to use the phase-in periods may make it difficult to compare our financial statements to those ofnon-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under 107 of the JOBS Act.Under the JOBS Act,we may take advantage of the above-described reduced reporting requirements and exemptions until we no longer meet the definition of an emerginggrowth company.The JOBS Act provides that we would cease to be an“emerging growth company”at the end of the fiscal year in which the fifth anniversary of our initialsale of common equity pursuant to a registration statement declared effective under the Securities Act occurred,if we have more than US$1.235 billion in annual revenues,have more than US$700 million in market value of our Ordinary Shares held by non-affiliates,or issue more than US$1 billion in principal amount of non-convertible debtover a three-year period.Foreign Private Issuer Status We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934,as amended(the“Exchange Act”).As such,we are exempt fromcertain provisions applicable to United States domestic public companies.For example:we are not required to provide as many Exchange Act reports,or as frequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our home country requirements,which are less rigorous than the rules that apply to domesticpublic companies;we are not required to provide the same level of disclosure on certain issues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents,or authorizations in respect of a securityregistered under the Exchange Act;and we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities andestablishing insider liability for profits realized from any“short-swing”trading transaction.18Table of Contents Controlled Company Upon completion of this offering,our director,chairman of the board of directors and largest shareholder,Mr.Qingliang Hong,will beneficially own approximately 52.43%of the aggregate voting power of our issued and outstanding Ordinary Shares,assuming no exercise of the over-allotment option,or 51.62%,assuming full exercise of theover-allotment option.As a result,we will be deemed a“controlled company”for the purpose of the Nasdaq listing rules.As a controlled company,we are permitted to electto rely on certain exemptions from the obligations to comply with certain corporate governance requirements,including the requirements that:a majority of our board of directors consist of independent directors;our director nominees be selected or recommended solely by independent directors;and we have a nominating committee and a remuneration committee that are composed entirely of independent directors with a written charter addressing thepurposes and responsibilities of the committees.Although we do not intend to rely on the controlled company exemptions under the Nasdaq listing rules even if we are a controlled company,we could elect to rely on theseexemptions in the future,and if so,you would not have the same protection afforded to shareholders of companies that are subject to all of the corporate governancerequirements of Nasdaq.THE OFFERING Ordinary Shares offered by us 2,000,000 Ordinary Shares Price per Ordinary Share We currently estimate that the initial public offering price will be in the range of US$4.00 to US$4.50 perOrdinary Share.Ordinary Shares issued and outstanding prior tocompletion of this offering 17,205,438(1)Ordinary Shares Ordinary Shares issued and outstanding immediatelyafter this offering 19,205,438 Ordinary Shares,assuming no exercise of the underwriters over-allotment option and excluding120,000 Ordinary Shares underlying the Representatives Warrants 19,505,438 Ordinary Shares,assuming full exercise of the underwriters over-allotment option and excluding138,000 Ordinary Shares underlying the Representatives Warrants Listing We have applied to have our Ordinary Shares listed on the Nasdaq Capital Market.Nasdaq Capital Market symbol“FFFZ”19Table of Contents Use of proceeds We intend to use the proceeds from this offering to build a new factory,upgrade our manufacturing machines,invest in R&D,and fund our working capital and other general corporate purposes.See“Use of Proceeds”onpage 52 for more information.Lock-up We,our officers,directors and the holders of 5%or greater of our Ordinary Shares have agreed,for a period ofsix months from the date on which the trading of our Ordinary Shares commences,without the prior writtenconsent of the representative of the underwriters,that they shall not,directly or indirectly,(i)offer,pledge,assign,encumber,announce the intention to sell,sell,contract to sell,sell any option or contract to purchase,purchase any option or contract to sell,grant any option,right or warrant to purchase,or otherwise transfer ordispose of,any Ordinary Shares or any securities convertible into or exercisable or exchangeable for OrdinaryShares,owned either of record or beneficially by any signatory of the lock-up agreement on the date of theprospectus or thereafter acquired;(ii)enter into any swap or other agreement that transfers,in whole or in part,any of the economic consequences of ownership of the Ordinary Shares or any securities convertible into orexercisable or exchangeable for Ordinary Shares,whether any such transaction described in clauses(i)or(ii)above is to be settled by delivery of Ordinary Shares or such other securities,in cash or otherwise,or publiclyannounce an intention to do any of the foregoing;and(iii)make any demand for or exercise any right withrespect to,the registration of any Ordinary Shares or any security convertible into or exercisable orexchangeable for Ordinary Shares.Risk factors The Ordinary Shares offered hereby involve a high degree of risk.You should read“Risk Factors,”beginning onpage 21 for a discussion of factors to consider before deciding to invest in our Ordinary Shares.Payment and settlement The underwriters expect to deliver the Ordinary Shares against payment therefore through the facilities of TheDepository Trust Company on,2024.(1)Excludes 277,720 Ordinary Shares held by the Company as treasury shares.20Table of Contents RISK FACTORS An investment in our Ordinary Shares involves a high degree of risk.Before deciding whether to invest in our Ordinary Shares,you should consider carefully the risksdescribed below,together with all of the other information set forth in this prospectus,including the section titled“Managements Discussion and Analysis of FinancialCondition and Results of Operations”and our consolidated financial statements and related notes.If any of these risks actually occurs,our business,financial condition,results of operations or cash flow could be materially and adversely affected,which could cause the trading price of our Ordinary Shares to decline,resulting in a loss of allor part of your investment.The risks described below and discussed in other parts of this prospectus are not the only ones that we face.Additional risks not presently knownto us or that we currently deem immaterial may also affect our business.You should only consider investing in our Ordinary Shares if you can bear the risk of loss of yourentire investment.Risks Relating to Doing Business in China Recent joint statement by the SEC and the PCAOB proposed rule changes submitted by Nasdaq,and the Holding Foreign Companies Accountable Act all call foradditional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors,especially the non-U.S.auditorswho are not inspected by the PCAOB.These developments could add uncertainties to our offering.On April 21,2020,SEC Chairman Jay Clayton and PCAOB Chairman William D.Duhnke III,along with other senior SEC staff,released a joint statement highlighting therisks associated with investing in companies based in or that have substantial operations in emerging markets,including China.The joint statement emphasized the risksassociated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.On May 18,2020,Nasdaq filed three proposals with the SEC to(i)apply a minimum offering size requirement for companies primarily operating in a“Restrictive Market,”(ii)adopt a new requirement relating to the qualification of management or the board of directors for Restrictive Market companies,and(iii)apply additional and morestringent criteria to an applicant or listed company based on the qualifications of the companys auditor.On May 20,2020,the U.S.Senate passed the Holding Foreign Companies Accountable Act requiring a foreign company to certify it is not owned or controlled by a foreigngovernment if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection.If the PCAOB is unable toinspect the companys auditors for three consecutive years,the issuers securities are prohibited to trade on a national exchange.On December 2,2020,the U.S.House ofRepresentatives approved the Holding Foreign Companies Accountable Act.On December 18,2020,the Holding Foreign Companies Accountable Act was signed into law.On March 24,2021,the SEC announced the adoption of interim final amendments to implement the submission and disclosure requirements of the Holding ForeignCompanies Accountable Act.In the announcement,the SEC clarifies that before any issuer will have to comply with the interim final amendments,the SEC must implementa process for identifying covered issuers.The announcement also states that the SEC staff is actively assessing how best to implement the other requirements of the HoldingForeign Companies Accountable Act,including the identification process and the trading prohibition requirements.On September 22,2021,the PCAOB adopted a final rule implementing the Holding Foreign Companies Accountable Act,which provides a framework for the PCAOB touse when determining,as contemplated under the Holding Foreign Companies Accountable Act,whether the board of directors of a company is unable to inspect orinvestigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.On June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act,and on December 29,2022,the Consolidated Appropriations Actwas signed into law by President Biden,which contained,among other things,an identical provision to Accelerating Holding Foreign Companies Accountable Act andamended the Holding Foreign Companies Accountable Act by requiring the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor isnot subject to PCAOB inspections for two consecutive years instead of three.21Table of Contents Our auditor,Onestop Assurance PAC,the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus,as an auditor ofcompanies that are traded publicly in the United States and a firm registered with the PCAOB,is subject to laws in the United States pursuant to which the PCAOB conductsregular inspections to assess its compliance with the applicable professional standards.Our auditor is headquartered in Singapore,and is currently subject to inspection bythe PCAOB on a regular basis.On August 26,2022,the PCAOB signed SOP Agreements with the CSRC and Chinas Ministry of Finance.The SOP Agreements establisheda specific,accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong,asrequired under U.S.law.On December 15,2022,the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered publicaccounting firms headquartered in mainland China and Hong Kong completely in 2022.The PCAOB vacated its previous 2021 determinations that the PCAOB was unableto inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong.However,whether the PCAOB will continue to beable to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty anddepends on a number of factors out of our,and our auditors control.The PCAOB is continuing to demand complete access in mainland China and Hong Kong movingforward.The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the Holding Foreign Companies Accountable Act,ifneeded.If the PCAOB in the future again determines that it is unable to inspect and investigate completely auditors in mainland China and Hong Kong,then the companiesaudited by those auditors would be subject to a trading prohibition on U.S.markets pursuant to the Holding Foreign Companies Accountable Act and the ConsolidatedAppropriations Act.However,the recent developments would add uncertainties to our offering and we cannot assure you whether the national securities exchange we applyto for listing or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditors audit procedures and qualitycontrol procedures,adequacy of personnel and training,or sufficiency of resources,geographic reach,or experience as it relates to our audit.Furthermore,the AcceleratingHolding Foreign Companies Accountable Act,which requires the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor is not subjectto PCAOB inspections for two consecutive years,may result in the delisting of our Company in the future if the PCAOB is unable to inspect our accounting firm at suchfuture time.U.S.regulatory bodies may be limited in their ability to conduct investigations or inspections of the operations of our operating subsidiaries in China.The SEC,the U.S.Department of Justice and other U.S.authorities may also have difficulties in bringing and enforcing actions against us or our directors or executiveofficers in the PRC.The SEC has stated that there are significant legal and other obstacles to obtaining information needed for investigations or litigation in China.Chinahas recently adopted a revised securities law that became effective on March 1,2020,Article 177 of which provides,among other things,that no overseas securitiesregulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC.Accordingly,without governmental approval in China,no entity or individual in China may provide documents and information relating to securities business activities to overseas regulators when it is under direct investigationor evidence discovery conducted by overseas regulators,which could present significant legal and other obstacles to obtaining inf

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wei**n_... 升级为标准VIP wei**n_... 升级为标准VIP

139**53... 升级为高级VIP wei**n_... 升级为标准VIP

wei**n_... 升级为标准VIP 188**75... 升级为标准VIP

wei**n_... 升级为至尊VIP 185**12... 升级为标准VIP

mi**c 升级为至尊VIP z** 升级为至尊VIP

bla**12... 升级为至尊VIP bla**12... 升级为标准VIP

191**37... 升级为至尊VIP wei**n_... 升级为至尊VIP

181**63... 升级为至尊VIP wei**n_... 升级为标准VIP

wei**n_... 升级为至尊VIP wei**n_... 升级为至尊VIP

ROS**LL 升级为标准VIP 138**15... 升级为至尊VIP

wei**n_... 升级为标准VIP 138**35... 升级为至尊VIP

156**19... 升级为至尊VIP 156**02... 升级为至尊VIP

177**17... 升级为标准VIP wei**n_... 升级为标准VIP

187**23... 升级为高级VIP 139**79... 升级为至尊VIP

wei**n_... 升级为标准VIP 173**43... 升级为高级VIP

wei**n_... 升级为标准VIP 风**... 升级为至尊VIP

188**96... 升级为高级VIP 138**87... 升级为标准VIP

摇**... 升级为高级VIP wei**n_... 升级为至尊VIP

wei**n_... 升级为高级VIP wei**n_... 升级为高级VIP

137**24... 升级为至尊VIP wei**n_... 升级为高级VIP

wei**n_... 升级为高级VIP wei**n_... 升级为至尊VIP

wei**n_... 升级为高级VIP wei**n_... 升级为标准VIP

wei**n_... 升级为标准VIP wei**n_... 升级为至尊VIP

wei**n_... 升级为标准VIP wei**n_... 升级为至尊VIP

158**10... 升级为标准VIP 186**81... 升级为高级VIP

wei**n_... 升级为至尊VIP 131**84... 升级为高级VIP

wei**n_... 升级为高级VIP wei**n_... 升级为高级VIP

郭** 升级为至尊VIP wei**n_... 升级为高级VIP

wei**n_... 升级为高级VIP wei**n_... 升级为标准VIP

彭**... 升级为高级VIP wei**n_... 升级为至尊VIP

137**80... 升级为至尊VIP wei**n_... 升级为高级VIP

173**26... 升级为高级VIP 186**02... 升级为至尊VIP

138**63... 升级为标准VIP 微**... 升级为标准VIP

wei**n_... 升级为至尊VIP 何**... 升级为至尊VIP

wei**n_... 升级为高级VIP 吴**... 升级为至尊VIP

木**c 升级为至尊VIP 微**... 升级为标准VIP

wei**n_... 升级为至尊VIP 微**... 升级为至尊VIP

大**... 升级为高级VIP wei**n_... 升级为至尊VIP

wei**n_... 升级为至尊VIP 136**87... 升级为标准VIP

wei**n_... 升级为高级VIP wei**n_... 升级为至尊VIP

wei**n_... 升级为高级VIP 137**85... 升级为标准VIP

wei**n_... 升级为高级VIP wei**n_... 升级为至尊VIP

135**81... 升级为至尊VIP wei**n_... 升级为高级VIP

137**39... 升级为高级VIP 185**26... 升级为至尊VIP

wei**n_... 升级为高级VIP jxf**yz 升级为至尊VIP

wei**n_... 升级为标准VIP wei**n_... 升级为标准VIP

wei**n_... 升级为标准VIP wei**n_... 升级为至尊VIP

185**63... 升级为至尊VIP 152**78... 升级为标准VIP

wei**n_... 升级为至尊VIP 182**56... 升级为至尊VIP

185**34... 升级为至尊VIP 185**34... 升级为标准VIP