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1、2022/12/13https:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htmhttps:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htm1/243F-1/A 1 ea165867-f1a5_libanginter.htm AMENDMENT NO.5 TO FORM F-1As filed with the U.S.Securitie
2、s and Exchange Commission on September 16,2022Registration No. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 AMENDMENT NO.5 TO FORM F-1 REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Li Bang International Corporation Inc.(Exact name of Registrant as specified i
3、n its charter)Not Applicable(Translation of Registrants Name into English)Cayman Islands 7370 Not Applicable(State or other jurisdiction of incorporation or organization)(Primary Standard Industrial Classification Code Number)(I.R.S.Employer Identification Number)No.190 Xizhang Road,Gushan Town,Jian
4、gyin City,Jiangsu ProvincePeoples Republic of China+86 (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(800)221-0102(Name,address,including zip code,and tel
5、ephone number,including area code,of agent for service)Copies to:William S.Rosenstadt,Esq.Jason(Mengyi)Ye,Esq.Yarona L.Yieh,Esq.Ortoli Rosenstadt LLP366 Madison AvenueNew York,NY 10017Tel.:212-588-0022Fax:212-826-9307 Ross David Carmel,Esq.Carmel,Milazzo&Feil LLP55 W 39th St 18th floorNew York,NY 10
6、018Tel.:212-658-0458Fax:646-838-1314 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of thisRegistration Statement.If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 u
7、nderthe Securities Act,check the following box.2022/12/13https:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htmhttps:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htm2/243 If this Form is filed to register additional se
8、curities for an offering pursuant to Rule 462(b)under the Securities Act,checkthe following box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under
9、 the Securities Act,check the following boxand 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(d)under the Securities Act,check the following boxand list
10、the Securities 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 Actof 1933.Emerging growth company If an emerging growth company
11、 that prepares its financial statements in accordance with U.S.GAAP,indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The Regis
12、trant hereby amends this registration statement on such date or dates as may be necessary to delay its effective dateuntil the registrant shall file a further amendment which specifically states that this registration statement shall thereafterbecome effective in accordance with Section 8(a)of the S
13、ecurities Act of 1933 or until the registration statement shall becomeeffective on such date as the Commission,acting pursuant to said Section 8(a),may determine.2022/12/13https:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htmhttps:/www.sec.gov/Archives/edgar
14、/data/1896425/0006393/ea165867-f1a5_libanginter.htm3/243 The information in this preliminary prospectus is not complete and may be changed.We may not sell these securities until theregistration statement filed with the Securities and Exchange Commission is effective.This preliminary prosp
15、ectus is not anoffer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is notpermitted.PRELIMINARY PROSPECTUSSUBJECT TO COMPLETION,DATED SEPTEMBER 16,2022 5,000,000 Ordinary Shares Li Bang International Corporation Inc.This is an i
16、nitial public offering of 5,000,000 ordinary shares of Li Bang International Corporation Inc.(“we”,“ourCompany”,“Li Bang”,or the“Company”),a Cayman Islands exempted company.Prior to this offering,there has been no publicmarket for our ordinary shares,par value$0.0001.We anticipate the initial public
17、 offering price to be between US$4.00 andUS$6.00 per share.This offering is contingent upon us listing our ordinary shares on Nasdaq or another national exchange.There isno guarantee or assurance that our ordinary shares will be approved for listing on the Nasdaq Capital Market or another nationalex
18、change.We will apply to list our ordinary shares on the Nasdaq Capital Market under the symbol“LBGJ”.We cannot assure you thatour application will be approved;however,if it is not approved,we will not complete this offering.Investors are cautioned that you are not buying shares of a China-based oper
19、ating company but instead are buyingshares of a Cayman Islands holding company issuer that operates through its subsidiaries.Li Bang International Corporation Inc.is a Cayman Islands holding company that conducts all of its operations and operatesits business in the Peoples Republic of China,or the
20、PRC,through its PRC subsidiaries,in particular,Suzhou Deji KitchenEngineering Co.,Limited(“Suzhou Deji”),Wuxi Li Bang Kitchen Appliance Co.,Limited(“Wuxi Li Bang”),and Li Bang KitchenAppliance Co.,Limited(“Li Bang Kitchen Appliance”)(collectively the“Operating Subsidiaries”,or the“PRC Subsidiaries”)
21、.Investors in our ordinary shares should be aware that they are not permitted to directly hold equity interests in the Chinese operatingentities.Investors can only purchase equity solely in Li Bang International Corporation Inc.,our Cayman Islands holding company,which indirectly owns majority equit
22、y interests in the PRC subsidiaries.Our ordinary shares offered in this offering are shares of ourCayman Islands holding company instead of shares of our subsidiaries in China.Because of our corporate structure,we as well as the investors are subject to unique risks due to uncertainty of theinterpre
23、tation and the application of the PRC laws and regulations,including but not limited to limitation on foreign ownership ofinternet technology companies,and regulatory review of oversea listings of PRC companies through a holding company.We are alsosubject to the risks of uncertainty about any future
24、 actions of the PRC government in this regard.We may also be subject to sanctionsimposed by PRC regulatory agencies including the Chinese Securities Regulatory Commission(“CSRC”)if we fail to comply withtheir rules and regulations.The Chinese regulatory authorities could disallow our operating struc
25、ture in the future,and this wouldlikely result in a material change in our financial performance,our results of operations,our actual operations in China,and/or thevalue of our ordinary shares,which could cause the value of such securities to significantly decline or become worthless.For adescriptio
26、n of relevant PRC-related risks to this offering,see“Risk Factors-Risks Related to Doing Business in China”and“RiskFactors-Risks Related to Our Ordinary Shares and This Offering.”2022/12/13https:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htmhttps:/www.sec.g
27、ov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htm4/243 We face various legal and operational risks and uncertainties related to being based in and having all of ouroperations in China.The PRC government has significant authority to exert influence on the ability of a Ch
28、ina-basedcompany,such as us,to conduct its business,accept foreign investments,or list on U.S.or other foreign exchanges.Recently,the PRC government adopted a series of regulatory actions and issued statements to regulate business operations in Chinawith little advance notice,including cracking down
29、 on illegal activities in the securities market,adopting new measures toextend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.As confirmed by our PRCcounsel,Jiangsu Junjin Law Firm,we will not be subject to cybersecurity review with the Cyberspace Administr
30、ation ofChina,or the“CAC,”after the Cybersecurity Review Measures became effective on February 15,2022,since we currently donot have over one million users personal information and do not anticipate that we will be collecting over one million userspersonal information in the foreseeable future,which
31、 we understand might otherwise subject us to the Cybersecurity ReviewMeasures;we are also not subject to network data security review by the CAC if the Draft Regulations on the Network DataSecurity Administration are enacted as proposed,given that:(i)using our products and services does not require
32、users toprovide any personal information;(ii)we do not possess any personal information of users in our business operation;(iii)wedo not collect data or operate crucial network facilities and information systems that affect or may affect national security orpublic interest and we do not anticipate t
33、hat we will be collecting over one million users personal information or data thataffects or may affect national security in the foreseeable future,which we understand might otherwise subject us to theSecurity Administration Draft.As advised by our PRC counsel,Jiangsu Junjin Law Firm,no relevant law
34、s or regulations inthe PRC explicitly require us to seek approval from the China Securities Regulatory Commission for our overseas listingplan.As of the date of this prospectus,we and our PRC subsidiaries have not received any inquiry,notice,warning,orsanctions regarding our planned overseas listing
35、 from the China Securities Regulatory Commission or any other PRCgovernmental authorities.However,since these statements and regulatory actions by the PRC government are newlypublished and official guidance and related implementation rules have not been issued,it is highly uncertain how soonlegislat
36、ive or administrative regulation making bodies will respond and what existing or new laws or regulations or detailedimplementations and interpretations will be modified or promulgated,if any,and the potential impact such modified or newlaws and regulations will have on our daily business operation,t
37、he ability to accept foreign investments and list on an U.S.orother foreign exchange.The Standing Committee of the National Peoples Congress,or the SCNPC,or other PRC regulatoryauthorities may in the future promulgate laws,regulations or implementing rules that require our company or any of oursubsi
38、diaries to obtain regulatory approval from Chinese authorities before offering in the U.S.In other words,although theCompany is currently not required to obtain permission from any of the PRC federal or local government to obtain suchpermission and has not received any denial to list on the U.S.exch
39、ange,our operations could be adversely affected,directly orindirectly;our ability to offer,or continue to offer,securities to investors would be potentially hindered and the value of oursecurities might significantly decline or be worthless,by existing or future laws and regulations relating to its
40、business orindustry or by intervene or interruption by PRC governmental authorities,if we or our subsidiaries(i)do not receive ormaintain such permissions or approvals,(ii)inadvertently conclude that such permissions or approvals are not required,(iii)applicable laws,regulations,or interpretations c
41、hange and we are required to obtain such permissions or approvals in thefuture,or(iv)any intervention or interruption by PRC governmental with little advance notice.See“Risk Factors-RisksRelated to Doing Business in China”and“Risk Factors-Risks Related to Our Ordinary Shares and This Offering.”As a
42、holding company,we may rely on dividends and other distributions on equity paid by our subsidiaries,including thosebased in the PRC,for our cash and financing requirements.If any of our PRC subsidiaries incurs debt on its own behalf in the future,the instruments governing such debt may restrict thei
43、r ability to pay dividends to us.Li Bang International Corporation Inc.ispermitted under the laws of Cayman Islands to provide funding to its subsidiaries in Hong Kong and PRC through loans or capitalcontributions without restrictions on the amount of the funds.Our subsidiary in Hong Kong is also pe
44、rmitted under the laws of HongKong SAR to provide funding to Li Bang International Corporation Inc.through dividend distributions without restrictions on theamount of the funds.Current PRC regulations permit Li Bang WOFE to pay dividends to the Company only out of their accumulatedprofits,if any,det
45、ermined in accordance with Chinese accounting standards and regulations.On or about June 8,2022,the Companymade dividend payments of RMB6 million(approximately$941,073)to the shareholders of the Company.As of the date of thisprospectus,except for the previously mentioned dividend payments in June 20
46、22,neither the Company nor its subsidiaries have madeother transfers,dividends,or distributions to investors and no investors have made transfers,dividends,or distributions to theCompany or its subsidiaries.We do not expect to pay any cash dividends in the foreseeable future.Also,as of the date of t
47、hisprospectus,we do not anticipate any difficulties or limitations on our ability to transfer cash between subsidiaries.We have notinstalled any cash management policies that dictate the amount of such funds and how such funds are transferred.See“ProspectusSummary-Transfers of Cash to and from Our S
48、ubsidiaries”on page 15 and“Consolidated Financial Statement”starting from pageF-1.2022/12/13https:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htmhttps:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htm5/243 Pursuant to
49、the Holding Foreign Companies Accountable Act,or the HFCAA,if the Public Company Accounting OversightBoard,or the PCAOB,is unable to inspect an issuers auditors for three consecutive years,the issuers securities are prohibited totrade on a U.S.stock exchange.The PCAOB issued a Determination Report o
50、n December 16,2021 which found that the PCAOB isunable to inspect or investigate completely registered public accounting firms headquartered in:(1)mainland China of the PeoplesRepublic of China because of a position taken by one or more authorities in mainland China;and(2)Hong Kong,a SpecialAdminist
51、rative Region and dependency of the PRC,because of a position taken by one or more authorities in Hong Kong.Furthermore,the PCAOBs report identified the specific registered public accounting firms which are subject to these determinations.On June 22,2021,United States Senate has passed the Accelerat
52、ing Holding Foreign Companies Accountable Act,which,if enacted,would decrease the number of“non-inspection years”from three years to two years,and thus,would reduce the time before oursecurities may be prohibited from trading or delisted if the PCAOB determines that it cannot inspect or investigate
53、completely ourauditor.On August 26,2022,the PCAOB announced that it had signed a Statement of Protocol(the“SOP”)with the ChinaSecurities Regulatory Commission and the Ministry of Finance of China.The SOP,together with two protocol agreements governinginspections and investigations(together,the“SOP A
54、greement”),establishes a specific,accountable framework to make possiblecomplete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong,as required underU.S.law.The SOP Agreement remains unpublished and is subject to further explanation and implementation.Pu
55、rsuant to the factsheet with respect to the SOP Agreement disclosed by the SEC,the PCAOB shall have sole discretion to select any audit firms forinspection or investigation and the PCAOB inspectors and investigators shall have a right to see all audit documentation withoutredaction.According to the
56、PCAOB,its December 2021 determinations under the HFCAA remain in effect.The PCAOB is requiredto reassess these determinations by the end of 2022.Under the PCAOBs rules,a reassessment of a determination under the HFCAAmay result in the PCAOB reaffirming,modifying or vacating the determination.However
57、,if the PCAOB continues to be prohibitedfrom conducting complete inspections and investigations of PCAOB-registered public accounting firms in mainland China and HongKong,the PCAOB is likely to determine by the end of 2022 that positions taken by authorities in the PRC obstructed its ability toinspe
58、ct and investigate registered public accounting firms in mainland China and Hong Kong completely,then the companies auditedby those registered public accounting firms would be subject to a trading prohibition on U.S.markets pursuant to the HFCAA.As of the date of the prospectus,Wei,Wei&Co.,LLP,our a
59、uditor,is not subject to the determinations as to the inability toinspect or investigate registered firms completely announced by the PCAOB on December 16,2021.Wei,Wei&Co.,LLP is based inthe U.S.and registered with PCAOB and subject to PCAOB inspection,however,recent developments with respect to aud
60、its ofChina-based companies,create uncertainty about the ability of our auditors,to fully cooperate with the PCAOBs request for auditworkpapers without the approval of the Chinese authorities.In the event it is later determined that the PCAOB is unable to inspect orinvestigate completely the Company
61、s auditors because of a position taken by an authority in a foreign jurisdiction,then such lack ofinspection could cause trading in the Companys securities to be prohibited under the HFCAA,and ultimately result in adetermination by a securities exchange to delist the Companys securities.The delistin
62、g of our ordinary shares,or the threat of theirbeing delisted,may materially and adversely affect the value of your investment,even making it worthless.See“Risk Factors Risks Related to Doing Business in China The recent joint statement by the SEC and PCAOB,proposed rule changes submitted byNasdaq,a
63、nd the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied toemerging market companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspectedby the PCAOB.These developments could add uncertainti
64、es to our offering”on page 38.We are an“Emerging Growth Company”under applicable U.S.federal securities laws and are eligible for reduced publiccompany reporting requirements.Please read“Implications of Being an Emerging Growth Company”beginning on page 13 of thisprospectus for more information.We a
65、re,and will continue to be,a“controlled company”within the meaning of the Nasdaq Stock Market Rules,due to thefact that Maple Huang Holdings Limited,a BVI company 100%controlled by Mr.Huang Feng,the Chairman of our Board ofdirectors and our Chief Executive Officer,owns ordinary shares representing a
66、pproximately 75.3%of the total voting power of ourissued and outstanding ordinary shares.In addition,as a“controlled company,”as defined under the Nasdaq Stock Market Rules,weare permitted to elect to rely on certain exemptions from corporate governance rules.We do not plan to rely on these exemptio
67、ns,butwe may elect to do so after we complete this offering.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 20 to read about factors you should consider before buying our ordinary shares.Neither th
68、e Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus.Any representation to the contrary is a criminaloffense.2022/12/13https:/www.sec.gov/Archives/edgar/data/1896425/00012139
69、0022056393/ea165867-f1a5_libanginter.htmhttps:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htm6/243 PerOrdinaryShare Total(2)Initial public offering price(1)$5.00$25,000,000 Underwriting discounts(3)$0.35$1,750,000 Proceeds to us,before expenses$4.65$23,250,0
70、00 (1)(2)Initial public offering price per share is assumed as US$5.00,which is the midpoint of the range set forth on the cover page ofthis prospectus.Assumes no exercise of the underwriters over-allotment option.(3)Does not include a non-accountable expense allowance equal to 1%of the gross procee
71、ds received by us in this offering,payableto Univest Securities,LLC(“Univest”or“Underwriter”or the“Representative”),the representative of the underwriters.Underwriters will receive compensation,in addition to the underwriting discounts and non-accountable expense allowance,as setforth in the section
72、 entitled“Underwriting”beginning on page 126,including warrants,or the representatives warrants,in anamount equal to 5%of the aggregate number of ordinary shares sold by us in this offering,including any shares issued pursuantto the exercise of the underwriters over-allotment option.For a descriptio
73、n of other terms of the representatives warrants and adescription of the other compensation to be received by the underwriters,see“Underwriting”.This offering is being conducted on a firm commitment basis.The underwriters are obligated to take and pay for all of theshares offered pursuant to this of
74、fering if any such shares are taken by the underwriters.We have granted the underwriters an option,exercisable in whole or in part,to purchase up to 750,000 additional ordinary shares from us at the initial public offering price,lessunderwriting discounts,within 45 days from the date on which this r
75、egistration statement is declared effective by the Securities andExchange Commission to cover over-allotments,if any.If the underwriters exercise the option in full,the total underwriting discountspayable will be$2,012,500,and the total proceeds to us,before expenses,will be$26,737,500.If we complet
76、e this offering,net proceeds will be delivered to us on the closing date.We plan to use the proceeds in oursubsidiaries in China,however,we will not be able to use such proceeds until we complete certain remittance procedures in China.See the section titled“Use of Proceeds”beginning on page 48 for a
77、dditional information regarding the remittance procedures.The underwriters expect to deliver the ordinary shares against payment as set forth under“Underwriting”,on orabout,2022.Univest Securities,LLC The date of this prospectus is ,2022.2022/12/13https:/www.sec.gov/Archives/edgar/data/1896425/00012
78、93/ea165867-f1a5_libanginter.htmhttps:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htm7/243 TABLE OF CONTENTS PagePROSPECTUS SUMMARY 1 RISK FACTORS 20 SPECIAL NOTES REGARDING FORWARD-LOOKING STATEMENTS 47 USE OF PROCEEDS 48 DIVIDEND POLICY 49 CAPIT
79、ALIZATION 50 DILUTION 51 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 53 BUSINESS 69 REGULATIONS 86 MANAGEMENT 95 EXECUTIVE COMPENSATION 99 RELATED PARTY TRANSACTIONS 100 PRINCIPAL SHAREHOLDERS 102 DESCRIPTION OF SHARE CAPITAL 103 SHARES ELIGIBLE FOR FUTURE SAL
80、E 116 TAXATION 118 ENFORCEABILITY OF CIVIL LIABILITIES 124 UNDERWRITING 126 EXPENSES RELATING TO THIS OFFERING 129 LEGAL MATTERS 129 EXPERTS 129 WHERE YOU CAN FIND ADDITIONAL INFORMATION 129 INDEX TO FINANCIAL STATEMENTS F-1 i2022/12/13https:/www.sec.gov/Archives/edgar/data/1896425/000639
81、3/ea165867-f1a5_libanginter.htmhttps:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htm8/243 You should rely only on the information contained in this prospectus or in any related free writing prospectus.We have notauthorized anyone to provide you with informat
82、ion different from that contained in this prospectus or in any related free writingprospectus.We are offering to sell,and seeking offers to buy the ordinary shares,only in jurisdictions where offers and sales arepermitted.The information contained in this prospectus is accurate only as of the date o
83、f this prospectus,regardless of the time ofdelivery of this prospectus or any sale of the ordinary shares.Neither we nor any of the underwriters have taken any action to permit a public offering of the ordinary shares outside theUnited States or to permit the possession or distribution of this prosp
84、ectus or any filed free writing prospectus outside the UnitedStates.Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus mustinform themselves about and observe any restrictions relating to the offering of the ordinary shares and the dist
85、ribution of theprospectus or any filed free writing prospectus outside the United States.We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability and a majority ofour outstanding securities are owned by non-U.S.residents.Under the rules of the U.S.Securi
86、ties and Exchange Commission,or theSEC,we currently qualify for treatment as a“foreign private issuer.”As a foreign private issuer,we will not be required to fileperiodic reports and financial statements with the Securities and Exchange Commission,or the SEC,as frequently or as promptly asdomestic r
87、egistrants whose securities are registered under the Securities Exchange Act of 1934,as amended,or the Exchange Act.Until ,2022(the 25th day after the date of this prospectus),all dealers that buy,sell,or trade ordinaryshares,whether or not participating in this offering,may be required to deliver a
88、 prospectus.This is in addition to theobligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments orsubscriptions.ii2022/12/13https:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htmhttps:/www.sec.gov/Ar
89、chives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htm9/243 PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in this prospectus.This summary is notcomplete and does not contain all of the information you should consider in making your i
90、nvestment decision.You should read theentire prospectus carefully before making an investment in our ordinary shares.You should carefully consider,among other things,our consolidated financial statements and the related notes and the sections entitled“Risk Factors”and“ManagementsDiscussion and Analy
91、sis of Financial Condition and Results of Operations”included elsewhere in this prospectus.Prospectus Conventions Unless otherwise indicated or the context requires otherwise,references in this prospectus to:“China”or the“PRC”refer to the Peoples Republic of China;“HKD”refers to the official currenc
92、y of Hong Kong;“Li Bang International”refers to Li Bang International Corporation Inc.,a Cayman Islands exempted company limited byshares;“Li Bang HK”refers to Li Bang International Hong Kong Holdings Limited,a Hong Kong limited company,which is awholly-owned subsidiary of Li Bang International;“Li
93、Bang WFOE”,“WFOE”,or“Li Bang Intelligent Technology”refer to Jiangsu Li Bang Intelligent Technology Co.,Limited,a wholly foreign-owned enterprise in the PRC and a wholly owned subsidiary of Li Bang HK;“Li Bang Kitchen Appliance”refers to Li Bang Kitchen Appliance Co.,Limited,a limited liability comp
94、any organizedunder the laws of the PRC and a wholly-owned subsidiary of Li Bang WFOE;“Suzhou Deji”refers to Suzhou Deji Kitchen Engineering Co.,Limited a limited liability company organized under thelaws of the PRC and a wholly-owned subsidiary of Li Bang WFOE;“Wuxi Li Bang”refers to Wuxi Li Bang Ki
95、tchen Appliance Co.,Limited,a limited liability company organized under thelaws of the PRC and a wholly-owned subsidiary of Li Bang WFOE;“Yangzhou Bangshijie”refers to Yangzhou Bangshijie Kitchen Appliance Co.,Ltd,a limited liability company organizedunder the laws of the PRC and a subsidiary of Li
96、Bang Kitchen Appliance;“Nanjing Bangshijie”refers to Nanjing Bangshijie Kitchen Appliance Co.,Ltd,a limited liability company organizedunder the laws of the PRC and a subsidiary of Li Bang Kitchen Appliance;“Operating Subsidiaries”refers to Li Bang WFOE,Suzhou Deji,Wuxi Li Bang,and Li Bang Kitchen A
97、ppliance and itssubsidiaries;“RMB”refers to Renminbi,or the legal currency of the PRC;“U.S.dollars,”“$,”and“USD”refer to the legal currency of the United States;“We,”“us,”“our Company,”“Company,”“our,”or“Li Bang International”refers to Li Bang International CorporationInc.,the holding company.Refere
98、nces to“Operating Subsidiaries”or“PRC subsidiaries”refer to the Li BangInternationals subsidiaries established under the laws of the Peoples Republic of China.References to“Group”are to LiBang International and its consolidated Subsidiaries collectively.12022/12/13https:/www.sec.gov/Archives/edgar/d
99、ata/1896425/0006393/ea165867-f1a5_libanginter.htmhttps:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htm10/243 This prospectus contains translations of certain RMB amounts into U.S.dollar amounts at specified rates solely for theconvenience of the U
100、S reporting.The relevant exchange rates are listed below:December 31,June 30,Six months endedDecember 31,2021 2021 2021 2020 Foreign currency Balance Sheet Balance Sheet Profit/Loss Profit/Loss RMB:1USD 6.3757 6.4601 6.4323 6.7729 June 30,For the years endedJune 30,2021 2020 2021 2020 Foreign curren
101、cy Balance Sheet Balance Sheet Profit/Loss Profit/Loss RMB:1USD 6.4601 7.0795 6.6273 7.0198 For the sake of clarity,this prospectus using the Chinese naming convention of last name followed by first name for theChinese individuals.For example,the name of our Chief Executive Officer will be presented
102、 as“Huang Feng.”We have relied on statistics provided by a variety of publicly available sources regarding Chinas expectations of growth.We did not,directly or indirectly,sponsor or participate in the publication of such materials,and these materials are notincorporated in this prospectus other than
103、 to the extent specifically cited in this prospectus.We have sought to provide currentinformation in this prospectus and believe that the statistics provided in this prospectus remain up-to-date and reliable,and thesematerials are not incorporated in this prospectus other than to the extent specific
104、ally cited in this prospectus.Except whereotherwise stated,all ordinary share accounts provided herein are on a pre-share-increase basis.Overview Li Bang International Corporation Inc.(“Li Bang International”,“the Company”,“we”,“us”,“our”and similar terms)was incorporated in the Cayman Islands on Ju
105、ly 8,2021.We conduct all of our operations in China through our OperatingSubsidiaries in China.The main business of our Operating Subsidiaries is to design,develop,produce and sell stainless steelcommercial kitchen equipment in China under our own“Libang”brand.Additionally,our Operating Subsidiaries
106、 providecustomers with comprehensive services,from commercial kitchen design in the early stage to equipment installation and after-salesmaintenance.Our production plant in China is more than 10,000 square meters.We use modern production facilities and state-of-the-artprocedures.Furthermore,as a new
107、 technology enterprise in Jiangsu Province,we fall within the scope of advanced technologyenterprises that benefit from key national support for residential companies that employ continuous R&D activities andtransformational technical achievements to form core independent intellectual property right
108、s.On this basis,we carry out ourbusiness activities within the PRC and enjoy the advantage of a 15%preferential corporate income tax rate for companies that havebeen registered for more than one year.Our Company approaches technology R&D as the keystone principle to obtain newnational invention pate
109、nts,utility model patents,and for passing a number of system certifications.We have earned a greatreputation in the industry by having our products featured in the Government Energy-Saving Equipment Catalog.The future ofR&D in the manufacturing sector of commercial kitchen appliance equipment will t
110、rend toward automation,scale,serviceintegration,intelligence,energy conservation,and environmental protection,and we expect our market prospects will be broader.Our Operating Subsidiaries mainly undertake projects of middle-and high-end customer groups by bidding on contracts.Our customer base consi
111、sts of international hotels,companies,public institutions,educational institutions,hospitals,and otherfacilities.Our Operating Subsidiaries provide customized design solutions for different types of customer groups.In addition,ourOperating Subsidiaries have the qualification certificate of professio
112、nal engineering construction and installation so that ourOperating Subsidiaries can provide independent installation services.Our Operating Subsidiaries sell products and provide services under our own“Li Bang”brand,and our income comesfrom these sales,of which installation and after-sales services
113、do not separately generate revenue.Our Operating Subsidiaries haveestablished sustainable business relationships with clients in Shanghai,Jiangsu and Zhejiang by setting up branches andsubsidiaries to provide after-sales services for local projects.In addition,Our Operating Subsidiaries are also act
114、ively building oursales network and client base in Shenzhen and Beijing,the sixth and second largest cities in China,respectively.At the same time,Our Operating Subsidiaries always pay special attention to the extension of services after the deliveryof commercial kitchen equipment with our existing
115、clients.Our Operating Subsidiaries vigorously promote our after-sales servicemodule,providing technical consultation,training and guidance,post-sale upgrades,and other comprehensive supporting servicesto increase customer loyalty.The reputation we foster by doing so is conducive to enlarging our cli
116、ent base through gaining newcustomers.2022/12/13https:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htmhttps:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htm11/243Our Operating Subsidiaries are committed to making innov
117、ative and high-quality kitchen appliance products,and ourOperating Subsidiaries are striving to become a first-class commercial kitchen appliance manufacturer in China.Our goal is todevelop into a household name brand synonymous with the products we manufacture.22022/12/13https:/www.sec.gov/Archives
118、/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htmhttps:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htm12/243 Company Structure The following chart shows our corporate structure as of the date of this prospectus,including our majority-owned
119、subsidiaries:Li Bang International was incorporated on July 8,2021 under the laws of the Cayman Islands.As of the date of thisprospectus,the authorized share capital of the Company is US$50,000 divided into 500,000,000 ordinary shares,par valueUS$0.0001 each,of which 17,000,000 ordinary shares are i
120、ssued and outstanding.The Company is a holding company and iscurrently not actively engaging in any business.The registered office of the Company is at the offices of Harneys Fiduciary(Cayman)Limited,4th Floor,Harbour Place,103 South Church Street,P.O.Box 10240,Grand Cayman KY1-1002,CaymanIsland.Our
121、 Subsidiaries Li Bang HK was incorporated on July 26,2021 under the laws of Hong Kong.Li Bang HK is a wholly owned subsidiaryof Li Bang International.It is a holding company and is not actively engaged in any business.Li Bang Intelligent Technology or Li Bang WFOE was incorporated on August 18,2021
122、under the laws of the PRC.LiBang WFOE is a wholly owned subsidiary of Li Bang HK and is not actively engaged in any business.Suzhou Deji was incorporated on April 8,2010 under the laws of the PRC.Suzhou Deji is a wholly owned subsidiary ofLi Bang WFOE and is one of our operating entities.32022/12/13
123、https:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htmhttps:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htm13/243 Wuxi Li Bang was incorporated on May 18,2007 under the laws of the PRC.Wuxi Li Bang is a wholly owned s
124、ubsidiaryof Li Bang WFOE and is one of our operating entities.Li Bang Kitchen Appliance was incorporated on March 22,2019 under the laws of the PRC.Li Bang Kitchen Applianceis a wholly owned subsidiary of Li Bang WFOE and is one of our operating entities.Yangzhou Bangshijie was incorporated on Decem
125、ber 2,2019 under the laws of the PRC.Yangzhou Bangshijie is amajority owned subsidiary of Li Bang Kitchen Appliance and is one of our operating entities.Nanjing Bangshijie was incorporated on November 25,2015 under the laws of the PRC.Nanjing Bangshijie is a majorityowned subsidiary of Li Bang Kitch
126、en Appliance and is one of our operating entities.Our Products and Services Our Operating Subsidiaries independently research,develop and produce stainless commercial kitchen appliances thatincludes complete sets of kitchen equipment,cooking machinery,food machinery,hotel supplies,kitchen accessorie
127、s,and so on.At the same time,our Operating Subsidiaries provide comprehensive services from early-stage design of commercial kitchenappliances to equipment installation and after-sales maintenance.Our products Our Operating Subsidiaries offer a range of commercial kitchen accessories covering steami
128、ng,cooking,baking,frying,disinfection,conditioning,refrigeration,and so on,in 13 series with more than 80 varieties,as well as stainless steel kitchenequipment,cooking and food preparation instruments,hotel supplies,and kitchen appliance accessories of more than 300 varieties.These products are used
129、 by a wide variety of customers such as governments,businesses,and public institutions.Additionally,ourOperating Subsidiaries customize special products according to any customers project needs.Our main products are categorizedas follows:Cookers Our cookers include stoves,stir-fry stoves,steaming ca
130、binets,and soup pots which are used in all kinds of commercialkitchens.Our products are certified by China Quality Certification Center CQC for energy efficiency,environmental protection andsafety,and meet all food contact standards.Our energy-saving steam cabinets and energy-saving gas steam rice b
131、oxes werecertified as high-tech products by the Jiangsu Provincial Department of Science and Technology in 2017 and 2016,respectively.At present,our core products under production are:Intelligent stoves made of stainless-steel board that can be applied in large catering enterprises,the food processi
132、ngindustry,and canteens of various scales.They are equipped with intelligent controllers and displays.With soft keyignition(to turn on by clicking on the display button to select fire,the cooking process can be controlled by the systemautomatically after parameters are set)and a multi-position magne
133、tic switch that controls the import of fire and fan andproportional valve,full and stable combustion can be ensured,and the requirements proposed by the national qualitysupervision and inspection center on product thermal efficiency can be met.Our electromagnetic stoves have beenequipped with high-p
134、ower core sets with fault alarm functions.Furthermore,fan operation,gas leakage,ignition,andmain-board temperature can be displayed in real time on the display.Intelligent pressure cookers and intelligent soup cookers widely used in catering,food processing and other fields.Whendesigning these produ
135、cts,our R&D team pays attention to the pressure sensor,touch screen,liquid level probe,safetyvalve,and other intelligent components.Our products have one-button releasing and reset functions,with no need formanual operation.In addition,users can set the cooking time and firepower with the touch scre
136、en,which can improveproduct safety,environmental performance,and convenience of operation for catering industry users.42022/12/13https:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htmhttps:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f
137、1a5_libanginter.htm14/243 Fume Emission and Fresh Air Supply Pipe Systems Fume emission and fresh air supply pipe systems include a fume purifier,fume hood,gas collection hood,and otherproducts.Our oil smoke purification all-in-one equipment obtained the CEP certification of China environmental prot
138、ectionproducts in 2020 and is in line with the technical requirements of the catering industry for equipment.The fume hood,purificationsystem,and ventilation system are integrated into one piece of equipment to deliver such system functions as fume filtration withnegative pressure,particle absorptio
139、n,and fume discharge,to solve the fume problem in kitchens and clean the kitchenenvironment.Our products are suitable for all kinds of commercial kitchens of various scales with such advantages as a flexiblestructure,energy efficiency,efficient purification,simple maintenance,and so on,and conform t
140、o the national industry standardsfor fume purification.Other Products Another core product is the waste processor.Integrated with a crushing system,transmission system,dehydration system,and detection system,and equipped with a shell and frame made of food grade stainless steel.This product is suita
141、ble for all kindsof canteen kitchens for crushing and dewatering kitchen waste.The advantages of this product are the centrifugal grinder,thevacuum flexible suction and drainage pump,the drum centrifugal dehydration,the detection system,and other functions that areindependently developed by our Comp
142、any.Connected to the oil and water separator,our product can also effectively alleviate theenvironmental problems caused by large amounts of kitchen waste.Other core products include dining vans,stainless steel grease traps,kitchen waste processors,and plate recycling lines.Manufacturing Process Pro
143、duction Our Operating Subsidiaries have a production base of more than 10,000 square meters in Jiangyin with modernproduction facilities and mature and scientific operation procedures.Our Operating Subsidiaries have adopted a production model of determining production based on sales and keepingappro
144、priate inventory;that is,our Operating Subsidiaries make production plans and purchase raw materials and supporting partsaccording to customer needs,and carry out production according to the Companys internal control and planning process.Ourcommerce department is responsible for contact with custome
145、rs.After obtaining the bid-winning notice,our OperatingSubsidiaries send the quote and drawings to our design department.The design department makes 3D autocad drawings accordingto the above-mentioned bid-winning documents,and the purchasing department obtains the relevant information needed topurch
146、ase parts and equipment.The production department then makes the production plan according to the delivery date,quantity,model,and other requirements and the supply department makes the necessary purchases accordingly.Finally,the productiondepartment organizes and arranges for the production and fin
147、ishes the production within the planned period.The warranty period of our products is 1 to 5 years,depending on the contracts signed with our customers.Our OperatingSubsidiaries accept product returns and exchange requests if the design size is not consistent with the on-site size or some smallequip
148、ment specifications and models need to be changed.Due to our strict product quality control process,there have been noquality disputes,claims,or lawsuits caused by quality problems.Research&Development After years of development,our Operating Subsidiaries have accumulated a technical know-how for pr
149、oducts such asstoves,stockpots,and waste processors.Our Operating Subsidiaries are highly skilled at efficiently transferring technologicalachievements from one area to another and integrating them into the industrial production of our products.The independentprogramming capacity of our R&D team has
150、 allowed us to develop a cloud-based remote monitoring and operating system.Thesystem can be connected with a smartphone app and show users the equipment conditions in real time.Our intelligent systemprovides our advantage over domestic competitors in that our intelligent stoves monitor gas leakage,
151、stove fire,fan running,andfailure conditions,and allow users to proactively address issues before they become problems.While at a base level,users can turntheir soup pots and pressure cookers on or off through their phones,large volume users can remotely monitor gas leakage andinternal pressure,moni
152、tor fume emissions remotely with our Fume Purification machines,and remotely operate our wasteprocessors whiling seeing waste volume and the dehydration process in real time.52022/12/13https:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htmhttps:/www.sec.gov/A
153、rchives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htm15/243 Our services Design and Installation Our Operating Subsidiaries are dedicated to providing top-line commercial kitchen appliances for governments,enterprises,public institutions,schools,hospitals and hotels.During the
154、planning process for kitchen design and construction,ourOperating Subsidiaries customize personalized solutions for each individual kitchen according to factors such as catering use andbusiness scope,cuisine and diet structure,construction scale,investment status,property leasing status,building str
155、ucture,environmental protection,energy conservation and emissions reduction,working process,use efficiency,kitchen equipmentselection,food hygiene,epidemic prevention,and production-related laws and regulations.In the early stages of a project,our Operating Subsidiaries will conduct a demand analysi
156、s to learn about the type ofproject and the customers investment intentions and operation and managerial requirements.Using the materials provided by thecustomer and their kitchen standards,our Operating Subsidiaries will take into consideration cultural aspects of local food anddiscuss with the cus
157、tomer the demands and processes for the kitchen facility and related equipment,and,through this,provide acomplete kitchen concept design.According to the audit and the framework determined for the kitchen,our Operating Subsidiarieswill consider energy conservation and emission reduction requirements
158、 for design optimization,provide a technical process andequipment configuration plan for each kitchen function room,and assist customers in passing their inspections in accordance withthe requirements of local health,epidemic prevention,and environmental protection departments.After the customer rev
159、iews and approves the preliminary design,our Operating Subsidiaries will create a detailedmechanical and electrical graphic design.In this process,our Operating Subsidiaries create and provide a full range of kitchendrawings.Next,after the customer reviews and approves the detailed design,our Operat
160、ing Subsidiaries will purchase materialsaccording to the requirements for kitchen equipment in the documents and prepare for the installation of energy-saving itemsaccording to the construction and design drawings.Upon the completion of their kitchens physical construction,our OperatingSubsidiaries
161、install the equipment according to agreed-upon plan.Finally,our Operating Subsidiaries test all of the equipment theyinstalled and provide written reports to the customer and organize the relevant operational training to ensure that the customer canmaster the basic operation and use of the equipment
162、.After-sales Services We follow the business principle of“satisfying clients”and the service idea of“meeting customers rights and interests”to provide professional and excellent after-sales services for both existing.Our professional after-sales service team can provideon-site installation and maint
163、enance services within 72 hours.According to the contracts,the customers do not have options topurchase this service separately,and this promised warranty does not provide the customers with a service in addition to theassurance that the product complies with agreed-upon specifications.The after-sal
164、es services are not considered a performanceobligation and are accounted for as an assurance warranty.Customers do not need to pay for these services separately.Our serviceability has reached the five-star level of the domestic trade standard of“Commodity After-Sales Service Evaluation System.”Given
165、 the fact that commercial kitchen appliances are susceptible to natural wear and tear,Our Operating Subsidiaries havepresently established branch offices and subsidiaries in Nanjing,Suzhou,Shanghai,Yangzhou for after-sales services.Movingforward,Our Operating Subsidiaries plan to establish an indepe
166、ndent after-sales maintenance department specializing in ourindustry to build a complete after-sales service system.Our Operating Subsidiaries have always been committed to creatingadvanced and perfected commercial kitchen products with a strict quality control system and an excellent after-sales se
167、rvice systemand will continue to do so in the future.Sales and Marketing Our Operating Subsidiaries sell commercial kitchen equipment products in China under our own brand“Libang,”and ourOperating Subsidiaries undertake projects for medium-and high-end customers mainly by bidding on contracts to pro
168、vide ourservices and sell our products.Our Operating Subsidiaries obtain information about commercial kitchen projects through referrals from national andlocal design institutes and professional companies.Our Operating Subsidiaries follow local government bidding announcementsand participate in bidd
169、ing under our own name through national public trading and procurement platforms and websites.Inaddition,large companies and international hotels browse the official procurement platform and select and invite companies withhigh winning rates to bid.Upon winning a contract through bidding,our Operati
170、ng Subsidiaries sign procurement contracts withthem according to the corresponding bidding process and provide them with a one-stop-shop supporting commercial kitchenproducts and services.Our Operating Subsidiaries have established business relationships with more than 120 organizations nationwide,a
171、nd ourcustomer base includes international hotels,enterprises and institutions,educational institutions,and hospitals.Presently,ourclientele includes Duke University Kunshan,Hehai University,Yancheng Marriott Hotel,Shanghai Songjiang Hilton Hotel,andthe Shanghai Cancer Hospital.2022/12/13https:/www.
172、sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htmhttps:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htm16/24362022/12/13https:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htmhttps:/ww
173、w.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htm17/243 Our Competitive Advantages Advanced R&D and Design Capabilities.Our Operating Subsidiaries have currently been granted 60 patents,including 2invention patents,49 utility model patents,and 9 design patents.Th
174、e core team of our R&D department currently consistsof three professionals who are in charge of project design,mechanical engineering,and electromechanical engineering,respectively.Strict Quality Control.Our Operating Subsidiaries pay great attention to the control of product quality and haveestabli
175、shed a comprehensive quality management system to strictly manage the purchase of raw materials and theproduction processes.High Brand Recognition in the Industry and Commitment to Differentiated Services.Our Operating Subsidiaries haveregistered a series of trademarks and created the independent br
176、and of“Libang”through years of hard work in the field ofcommercial kitchen equipment.Our Operating Subsidiaries provide our customers with individual design solutions andour diverse manufacturing technologies and equipment enable us to produce specialized and customized productsaccording to their pr
177、oject needs.High-Quality After-sales Maintenance and Market Development.Given the fact that commercial kitchen equipment issusceptible to wear-and-tear,Our Operating Subsidiaries have assigned dedicated personnel to be responsible formaintaining after-sales services in different regional markets.Hig
178、hly Experienced and Visionary Management Team.Our core management team has decades of experience in thestainless-steel material industry and the machinery and equipment sales industry and is mainly responsible for strategicplanning of new projects,daily operations,and sales of the Companys various p
179、roducts and services.Our Growth Strategy Optimizing the Existing Product Portfolio.Our Operating Subsidiaries will continue to introduce professional technicalpersonnel and advanced processing equipment to further develop intelligent and high-quality products independently.Providing Quality Products
180、 and Customer Services.Our focus on product manufacturing processes,quality controltesting,and product development helps us to provide our customers with high-quality products that meet their individualneeds.Our Operating Subsidiaries focus on rigorous product quality audits through our supplier eva
181、luation system andproduction management system.Expanding Leading Market Position.Our management team is focusing on growing our market share and improving ourfinancial performance.We believe this can be achieved in several ways:(1)continuing to research,develop and make,new products;(2)increasing cu
182、stomer coverage in different regional markets by setting up subsidiaries and branches;(3)expanding our business scope.Increasing the Support of Existing Sales Channels.Our Operating Subsidiaries continue to acquire customers withmedium and high-end needs,actively participate in government bidding pr
183、ojects,undertake large projects for star hotels,real estate companies,and listed enterprises,and strive to deepen cooperation with large state-owned enterprises in EPC,or Engineering Procurement Construction,projects in order to develop larger national and overseas markets.Impact of COVID-19 The ong
184、oing outbreak of a novel strain of coronavirus(“COVID-19”)has resulted in quarantines,travel restrictions,andthe temporary closure of stores and business facilities globally for the past year.In March 2020,the World Health Organizationdeclared COVID-19 as a pandemic.Given the rapidly expanding natur
185、e of the COVID-19 pandemic,and because substantially allof our business operations and our workforce are concentrated in China,we believe there is a risk that our business,results ofoperations,and financial condition will be adversely affected.Potential impact to our results of operations will also
186、depend onfuture developments and new information that may emerge regarding the duration and severity of COVID-19 and the actions takenby government authorities and other entities to contain COVID-19 or mitigate its impact,almost all of which are beyond ourcontrol.72022/12/13https:/www.sec.gov/Archiv
187、es/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htmhttps:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htm18/243 The impact of COVID-19 on our business,financial conditions,and operating results includes,but is not limited to thefollowing:On
188、 February 20,2020,companies resumed work.However,due to the quarantine policy,some workers of ours wereunable to return to the working sites on time.Our Operating Subsidiaries delayed deliveries of the products in some cities,such as Suzhou,Shanghai,and Hangzhou.However,the delays are not likely to
189、affect revenue in the foreseeable future.As of the date of this prospectus,the timefor delay delivery is about one month.Since Shanghai is still suffering from regional outbreaks of coronavirus diseases as of May 2022,progress ofgovernmental procurements has been delayed,which causes the delaying of
190、 our original timeline to complete projects.Also,project constructions are delayed because it may take time to receive local authorities approvals for the deliveriesof equipment which we need for our projects under temporary COVID policies in Suzhou.Because of the uncertainty surrounding the COVID-1
191、9 outbreak,business disruption and its related financial impactrelated to the outbreak of and response to COVID-19 cannot be reasonably estimated at this time.We believe that our current cashand cash equivalents and our anticipated cash flows from operations will be sufficient to meet our anticipate
192、d working capitalrequirements and capital expenditures for the next 12 months.We may,however,need additional capital in the future to fund ourcontinuing operations.The issuance and sale of additional equity would result in further dilution to our shareholders.Theincurrence of indebtedness would resu
193、lt in increased fixed obligations and could result in operating covenants that would restrictour operations.In addition,the COVID-19 outbreak was declared to be a pandemic by the World Health Organization on March10,2020.Actions taken around the world to help mitigate the spread of COVID-19 include
194、restrictions on travel,and quarantinesin certain areas,and forced closures for certain types of public places and businesses.As of the date of this prospectus and duringthe six months ended December 31,2021,and the year ended June 30,2021,COVID-19 has continued to have an impact on theCompanys opera
195、tions.As there are still regional outbreaks of coronavirus diseases in 2022(such as Beijing and Shanghai),movement in China is still limited.Officials in Jiangsu Province are gradually easing restrictions in several cities as of May 9,2022.However,lockdown measures will continue in closed and contro
196、l areas with reported COVID-19 cases.Some cities likeSuzhou require residents to present a negative COVID-19 test result to enter public venues and take public transport.Officials haveimplemented stay-home and traffic control measures in some areas;one person per household may leave to purchase esse
197、ntialitems once every three days.Also,it could impact economies and financial markets,resulting in an economic downturn that couldimpact our ability to raise capital or slow down potential business opportunities.There are still uncertainties of COVID-19s futureimpact,and the extent of the impact wil
198、l depend on a number of factors,including the duration and severity of the pandemic;andthe macroeconomic impact of government measures to contain the spread of COVID-19 and related government stimulusmeasures.We cannot assure you that financing will be available in amounts or on terms acceptable to
199、us,if at all.Summary of Risk Factors An investment in our ordinary shares is subject to a number of risks,including risks related to our business and industry,risks related to our corporate structure,risks related to doing business in China,and risks related to our ordinary shares in thisoffering.Yo
200、u should carefully consider all of the information in this prospectus before making an investment in our ordinaryshares.The following list summarizes some,but not all,of these risks.Please read the information in the section entitled“RiskFactors”,beginning on page 20,for a more thorough description
201、of these and other risks.Risks Related to Our Business and Industry Risks and uncertainties related to our business and Industry,beginning on page 20 of this prospectus,include but are notlimited to the following:Our business is highly dependent on our brand strength and reputation,and if we fail to
202、 maintain and enhance our brandand reputation,consumer recognition of and trust in our products could be materially and adversely affected;Changes in the availability,quality,and cost of key raw materials,transportation,and other necessary supplies or servicescould have a material adverse effect on
203、our business,financial condition,and results of operations;Our business is dependent on certain major customers and changes or difficulties in our relationships with our majorcustomers may harm our business and financial results;We face intense competition,and if we fail to compete effectively,we ma
204、y lose market share,and our results,prospects,and results of operations may be materially and adversely affected;Our efforts and investments in product development may not always produce the expected result;Our production may be subject to disruptions and delays;2022/12/13https:/www.sec.gov/Archives
205、/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htmhttps:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htm19/243We are exposed to risks associated with the storage of the products we sell;Failure to maintain optimal inventory levels may increa
206、se the cost of holding inventory or cause us to lose sales.82022/12/13https:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htmhttps:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htm20/243 Risks Related to Our Corporate St
207、ructure Risks and uncertainties related to our corporate structure,beginning on page 27 of this prospectus,include but are not limitedto the following:We rely on dividends and other distributions on equity paid by the Operating Subsidiaries to fund any cash and financingrequirements we may have,and
208、any limitation on the ability of the Operating Subsidiaries to make payments to us couldhave a material adverse effect on our ability to conduct our business.Risks Related to Doing Business in China Risks and uncertainties related to doing business in China,beginning on page 28 of this prospectus,in
209、clude but are not limitedto the following:Changes in Chinas economic,political or social conditions or government policies could have a material adverse effecton our business and results of operations.Uncertainties with respect to the PRC legal system,including uncertainties regarding the enforcemen
210、t of laws,and suddenor unexpected changes in laws and regulations in China with little advance notice could adversely affect us and limit thelegal protections available to you and us.PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmentalcontro
211、l of currency conversion may delay or prevent us from using the proceeds of this offering to make loans oradditional capital contributions to our PRC subsidiaries,which could materially and adversely affect our liquidity and ourability to fund and expand our business.The Chinese government exerts su
212、bstantial influence over the manner in which we must conduct our business activities,which could result in a material change in our operations and/or the value of our ordinary shares.The Chinesegovernment may intervene or influence our operations at any time,which could result in a material change i
213、n ouroperations and the value of our ordinary shares.Additionally,government and regulatory interference could significantlylimit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of suchsecurities to significantly decline or be worthless.The
214、approval of the China Securities Regulatory Commission may be required in connection with this offering,and,ifrequired,we cannot predict whether we will be able to obtain such approval.Uncertainties exist with respect to the interpretation and implementation of the enacted Foreign Investment Law and
215、 howit may impact the viability of our current corporate structure,corporate governance and business operations.We rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financingrequirements we may have,and any limitation on the ability of our PRC subs
216、idiaries to make payments to us could have amaterial adverse effect on our ability to conduct our business.Fluctuations in exchange rates could have a material adverse effect on our results of operations and the price of ourordinary shares.We must remit the offering proceeds to our Operating Subsidi
217、aries in the PRC before they may be used to benefit ourbusiness,and this process may take a number of months.The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinesecompanies by foreign investors,which could make it more difficult for us to pursue
218、 growth through acquisitions in China.Some of our shareholders are not in compliance with the PRCs regulations relating to offshore investment activities byPRC residents,and as a result,the shareholders may be subject to penalties if we are not able to remediate the non-compliance.The recent joint s
219、tatement by the SEC and PCAOB,proposed rule changes submitted by Nasdaq,and the Holding ForeignCompanies Accountable Act(HFCAA”)all call for additional and more stringent criteria to be applied to emergingmarket companies upon assessing the qualification of their auditors,especially the non-U.S.audi
220、tors who are notinspected by the PCAOB.These developments could add uncertainties to our offering.92022/12/13https:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htmhttps:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htm2
221、1/243 Trading in our securities may be prohibited under the HFCAA and as a result an exchange may determine to delist oursecurities if it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of aposition taken by an authority in a foreign jurisdiction
222、.It is unclear whether we will be subject to the oversight of the CAC and how such oversight may impact us.Our businesscould be interrupted or we could be subject to liabilities which may materially and adversely affect the results of ouroperations and the value of your investment.Risks Related to O
223、ur Ordinary Shares and This Offering Risks and uncertainties related to our ordinary shares and this offering,beginning on page 42 of this prospectus,include butare not limited to the following:There has been no public market for our ordinary shares prior to this offering,and you may not be able to
224、resell ourordinary shares at or above the price you paid,or at all.The trading price of the ordinary shares is likely to be volatile,which could result in substantial losses to investors.We currently do not expect to pay dividends in the foreseeable future after this offering and you must rely on pr
225、iceappreciation of our ordinary shares for return on your investment.As a“controlled company”under the rules of the Nasdaq Capital Market,we may choose to exempt our Company fromcertain corporate governance requirements that could have an adverse effect on our public shareholders.We are an emerging
226、growth company within the meaning of the Securities Act and may take advantage of certain reducedreporting requirements.Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable toU.S.issuers,you will have less protection than you would have
227、 if we were a domestic issuer.See the“Risk Factors”section,beginning on page 20,and other information included in this prospectus for adiscussion of these and other risks and uncertainties that we face.Holding Foreign Companies Accountable Act U.S.laws and regulations,including the Holding Foreign C
228、ompanies Accountable Act,or HFCAA,may restrict oreliminate our ability to complete a business combination with certain companies,particularly those acquisition candidates withsubstantial operations in China.On March 24,2021,the SEC adopted interim final rules relating to the implementation of certai
229、n disclosure anddocumentation requirements of the HFCAA.An identified issuer will be required to comply with these rules if the SEC identifies itas having a“non-inspection”year under a process to be subsequently established by the SEC.In June 2021,the Senate passed theAccelerating Holding Foreign Co
230、mpanies Accountable Act,which,if signed into law,would reduce the time period for thedelisting of foreign companies under the HFCAA to two consecutive years instead of three years.If our auditor cannot beinspected by the Public Company Accounting Oversight Board,or the PCAOB,for two consecutive year
231、s,the trading of oursecurities on any U.S.national securities exchanges,as well as any over-the-counter trading in the U.S.,will be prohibited.OnSeptember 22,2021,the PCAOB adopted a final rule implementing the HFCAA,which provides a framework for the PCAOB touse when determining,as contemplated und
232、er the HFCAA,whether the PCAOB is unable to inspect or investigate completelyregistered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in thatjurisdiction.On December 2,2021,the SEC issued amendments to finalize rules implementing the
233、 submission and disclosurerequirements in the HFCAA,which became effective on January 10,2022.The rules apply to registrants that the SEC identifies ashaving filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreignjurisdiction and that PC
234、AOB is unable to inspect or investigate completely because of a position taken by an authority in foreignjurisdictions.On December 16,2021,the PCAOB issued a report on its determinations that it is unable to inspect or investigatecompletely PCAOB-registered public accounting firms headquartered in m
235、ainland China and in Hong Kong,because of positionstaken by PRC authorities in those jurisdictions.On August 26,2022,the PCAOB announced that it had signed a Statement of Protocol(the“SOP”)with the ChinaSecurities Regulatory Commission and the Ministry of Finance of China.The SOP,together with two p
236、rotocol agreementsgoverning inspections and investigations(together,the“SOP Agreement”),establishes a specific,accountable framework to makepossible complete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong,asrequired under U.S.law.The SOP Agreement re
237、mains unpublished and is subject to further explanation andimplementation.Pursuant to the fact sheet with respect to the SOP Agreement disclosed by the SEC,the PCAOB shall have solediscretion to select any audit firms for inspection or investigation and the PCAOB inspectors and investigators shall h
238、ave a right tosee all audit documentation without redaction.According to the PCAOB,its December 2021 determinations under the HFCAA2022/12/13https:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htmhttps:/www.sec.gov/Archives/edgar/data/1896425/000639
239、3/ea165867-f1a5_libanginter.htm22/243remain in effect.The PCAOB is required to reassess these determinations by the end of 2022.Under the PCAOBs rules,areassessment of a determination under the HFCAA may result in the PCAOB reaffirming,modifying or vacating thedetermination.However,if the PCAOB cont
240、inues to be prohibited from conducting complete inspections and investigations ofPCAOB-registered public accounting firms in mainland China and Hong Kong,the PCAOB is likely to determine by the end of2022 that positions taken by authorities in the PRC obstructed its ability to inspect and investigat
241、e registered public accountingfirms in mainland China and Hong Kong completely,then the companies audited by those registered public accounting firmswould be subject to a trading prohibition on U.S.markets pursuant to the HFCAA.102022/12/13https:/www.sec.gov/Archives/edgar/data/1896425/0001213900220
242、56393/ea165867-f1a5_libanginter.htmhttps:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htm23/243 As of the date of the prospectus,Wei,Wei&Co.,LLP,our auditor,is not subject to the determinations as to inability toinspect or investigate registered firms complet
243、ely announced by the PCAOB on December 16,2021.However,these recent developments would add uncertainties to our offering,and we cannot assure you whether Nasdaqor regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditorsaudit
244、procedures and quality control procedures,adequacy of personnel and training,or sufficiency of resources,geographic reachor experience as it relates to the audit of our financial statements.See“Risk Factors Risks Related to Doing Business in China The recent joint statement by the SEC and PCAOB,prop
245、osed rule changes submitted by Nasdaq,and the Holding ForeignCompanies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies uponassessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.T
246、hesedevelopments could add uncertainties to our offering”on page 38 and“Trading in our securities may be prohibited under theHFCAA and as a result an exchange may determine to delist our securities if it is later determined that the PCAOB is unable toinspect or investigate completely our auditor bec
247、ause of a position taken by an authority in a foreign jurisdiction”on page 39.Regulatory Permission We and our Operating Subsidiaries currently have received all material permissions and approvals required for ouroperations in compliance with the relevant PRC laws and regulations in the PRC,includin
248、g the business licenses of our OperatingSubsidiaries and other permissions related to our business.The business license is a permit issued by Market Supervision and Administration that allows the company to conductspecific business within the governments geographical jurisdiction.Each of our PRC sub
249、sidiaries has received its business license.Wuxi Li Bang obtained National Industrial Product Production License(Gas Stoves)issued by the State General Administration ofthe Peoples Republic of China for Quality Supervision and Inspection and Quarantine,Gas Burner Installation and MaintenanceQualific
250、ation Certificate issued by Wuxi Municipal and Landscape Bureau,and Construction Mechanical and ElectricalInstallation Engineering Professional Contractor Level 3 Certificate issued by Wuxi Administrative Examination and ApprovalBureau.Li Bang Kitchen Appliance obtained National Industrial Product P
251、roduction License(Electric Heating Food ProcessingEquipment)issued by Jiangsu Provincial Administration for Market Regulation,Work Safety License(Building Construction)issued by Department of Housing and Urban-Rural Development of Jiangsu Province,Sanitary License for Disinfection ProductManufacture
252、rs issued by Jiangsu Provincial Health Commission,Gas Burner Installation and Maintenance Qualification Certificateissued by Wuxi Municipal and Landscape Bureau,and Construction Mechanical and Electrical Installation EngineeringProfessional Contractor Level 3 Certificate issued by Wuxi Administrativ
253、e Examination and Approval Bureau.Suzhou Dejiobtained Gas Burner Installation and Maintenance Qualification Certificate issued by Suzhou Administrative Examination andApproval Bureau.Yangzhou Bangshijie obtained Gas Burner Installation and Maintenance Qualification Certificate issued byYangzhou Hous
254、ing and Urban-Rural Development Bureau.Nanjing Bangshijie obtained Gas Burner Installation and MaintenanceQualification Certificate issued by Nanjing Urban and Rural Construction Committee.As of the date of this prospectus,except for the business licenses and the permissions mentioned here,Li BangIn
255、ternational Corporation Inc.and our Operating Subsidiaries are not required to obtain any other permissions or approvals fromany Chinese authorities to operate the business.However,applicable laws and regulations may be tightened,and new laws orregulations may be introduced to impose additional gove
256、rnment approval,license,and permit requirements.If we or oursubsidiaries fail to obtain and maintain such approvals,licenses,or permits required for our business,inadvertently conclude thatsuch approval is not required,or respond to changes in the regulatory environment,we or our subsidiaries could
257、be subject toliabilities,penalties,and operational disruption,which may materially and adversely affect our business,operating results,financialcondition and the value of our ordinary shares,significantly limit or completely hinder our ability to offer or continue to offersecurities to investors,or
258、cause such securities to significantly decline in value or become worthless.We are currently not required to obtain approval from Chinese authorities to list on U.S.exchanges,however,if oursubsidiaries or the holding company were required to obtain approval in the future and were denied permission f
259、rom Chineseauthorities to list on U.S.exchanges,we will not be able to continue listing on a U.S.exchange,which would materially affect theinterest of the investors.It is uncertain when and whether the Company will be required to obtain permission from the PRCgovernment to list on U.S.exchanges in t
260、he future,and when such permission is obtained,whether it will be rescinded.Althoughthe Company is currently not required to obtain permission from any of the PRC federal or local government to list on U.S.exchanges and has not received any denial to list on a U.S.exchange,our operations could be ad
261、versely affected,directly orindirectly,by existing or future laws and regulations relating to its business or industry.If we are subsequently advised by anyChinese authorities that permission for this offering and/or listing on the Nasdaq Stock Market was required,we may not be able toobtain such pe
262、rmission in a timely manner,if at all.If this risk occurs,our ability to offer securities to investors could besignificantly limited or completely hindered and the securities currently being offered may substantially decline in value or becomeworthless.For more detailed information,see“Risk Factors
263、Risks Related to Doing Business in China The approval of theChina Securities Regulatory Commission may be required in connection with this offering,and,if required,we cannot predictwhether we will be able to obtain such approval.”112022/12/13https:/www.sec.gov/Archives/edgar/data/1896425/00012139002
264、2056393/ea165867-f1a5_libanginter.htmhttps:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htm24/243 On August 8,2006,six PRC regulatory agencies jointly adopted the Regulations on Mergers and Acquisitions ofDomestic Enterprises by Foreign Investors,or the M&A R
265、ules,which came into effect on September 8,2006 and were amendedon June 22,2009.The M&A Rules requires that an offshore special purpose vehicle formed for overseas listing purposes andcontrolled directly or indirectly by PRC Citizens shall obtain the approval of the China Securities Regulatory Commi
266、ssion prior tooverseas listing and trading of such special purpose vehicles securities on an overseas stock exchange.Based on our understandingof the Chinese laws and regulations in effect at the time of this prospectus,we will not be required to submit an application to theCSRC for its approval of
267、this offering and the listing and trading of ordinary shares on the Nasdaq under the M&A Rules.However,there remains some uncertainty as to how the M&A Rules will be interpreted or implemented,and the opinions of ourPRC counsel summarized above are subject to any new laws,rules and regulations or de
268、tailed implementations and interpretationsin any form relating to the M&A Rules.We cannot assure you that relevant Chinese government agencies,including the CSRC,would reach the same conclusion.Recently,the General Office of the Central Committee of the Communist Party of China and the General Offic
269、e of theState Council jointly issued the Opinions on Strictly Cracking Down on Illegal Securities Activities,which were made available tothe public on July 6,2021.The Opinions on Strictly Cracking Down on Illegal Securities Activities emphasized the need tostrengthen the administration over illegal
270、securities activities,and the need to strengthen the supervision over overseas listings byChinese companies.Pursuant to the Opinions,Chinese regulators are required to accelerate rulemaking related to the overseasissuance and listing of securities,and update the existing laws and regulations related
271、 to data security,cross-border data flow,andmanagement of confidential information.Numerous regulations,guidelines and other measures are expected to be adopted underthe umbrella of or in addition to the Cybersecurity Law and Data Security Law.As of the date of this prospectus,no officialguidance or
272、 related implementation rules have been issued.As a result,the Opinions on Strictly Cracking Down on IllegalSecurities Activities remain unclear on how they will be interpreted,amended and implemented by the relevant PRC governmentalauthorities.On December 24,2021,the CSRC,together with other releva
273、nt government authorities in China issued the Provisions ofthe State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies(Draft forComments),and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies(Draft forComments)
274、(“Draft Overseas Listing Regulations”).The Draft Overseas Listing Regulations requires that a PRC domesticenterprise seeking to issue and list its shares overseas(“Overseas Issuance and Listing”)shall complete the filing procedures of andsubmit the relevant information to CSRC.The Overseas Issuance
275、and Listing includes direct and indirect issuance and listing.Where an enterprise whose principal business activities are conducted in PRC seeks to issue and list its shares in the name of anoverseas enterprise(“Overseas Issuer”)on the basis of the equity,assets,income or other similar rights and in
276、terests of the relevantPRC domestic enterprise,such activities shall be deemed an indirect overseas issuance and listing(“Indirect Overseas Issuance andListing”)under the Draft Overseas Listing Regulations.Therefore,the proposed offering would be deemed an Indirect OverseasIssuance and Listing under
277、 the Draft Overseas Listing Regulations.As such,the Company would be required to complete the filingprocedures of and submit the relevant information to CSRC after the Draft Overseas Listing Regulations become effective.On December 28,2021,the CAC and other relevant PRC governmental authorities join
278、tly promulgated the CybersecurityReview Measures(the“new Cybersecurity Review Measures”)which took effect on February 15,2022 and replaced the originalCybersecurity Review Measures.Pursuant to the new Cybersecurity Review Measures,if critical information infrastructureoperators purchase network prod
279、ucts and services,or network platform operators conduct data processing activities that affect ormay affect national security,they will be subject to cybersecurity review.A network platform operator holding more than onemillion users/users individual information also shall be subject to cybersecurit
280、y review before listing abroad.The cybersecurityreview will evaluate,among others,the risk of critical information infrastructure,core data,important data,or a large amount ofpersonal information being influenced,controlled or maliciously used by foreign governments and risk of network data security
281、after going public overseas.122022/12/13https:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htmhttps:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htm25/243 As confirmed by our PRC counsel,Jiangsu Junjin Law Firm,we will
282、 not be subject to cybersecurity review with theCyberspace Administration of China,or the“CAC,”after the Cybersecurity Review Measures became effective on February 15,2022,since we currently do not have over one million users personal information and do not anticipate that we will be collectingover
283、one million users personal information in the foreseeable future,which we understand might otherwise subject us to theCybersecurity Review Measures;we are also not subject to network data security review by the CAC if the Draft Regulations onthe Network Data Security Administration are enacted as pr
284、oposed,given that:(i)using our products and services does not requireusers to provide any personal information;(ii)we do not possess any personal information of users in our business operation;(iii)we do not collect data or operate crucial network facilities and information systems that affect or ma
285、y affect national security orpublic interest and we do not anticipate that we will be collecting over one million users personal information or data that affectsor may affect national security in the foreseeable future,which we understand might otherwise subject us to the SecurityAdministration Draf
286、t.As advised by our PRC counsel,Jiangsu Junjin Law Firm,no relevant laws or regulations in the PRC explicitly require usto seek approval from the China Securities Regulatory Commission for our overseas listing plan.As of the date of this prospectus,we and our PRC subsidiaries have not received any i
287、nquiry,notice,warning,or sanctions regarding our planned overseas listingfrom the China Securities Regulatory Commission or any other PRC governmental authorities.However,since these statementsand regulatory actions by the PRC government are newly published and official guidance and related implemen
288、tation rules havenot been issued,it is highly uncertain how soon legislative or administrative regulation making bodies will respond and whatexisting or new laws or regulations or detailed implementations and interpretations will be modified or promulgated,if any,and thepotential impact such modifie
289、d or new laws and regulations will have on our daily business operation,the ability to accept foreigninvestments and list on an U.S.or other foreign exchange.The Standing Committee of the National Peoples Congress,or theSCNPC,or other PRC regulatory authorities may in the future promulgate laws,regu
290、lations or implementing rules that require ourcompany or any of our subsidiaries to obtain regulatory approval from Chinese authorities before offering in the U.S.In otherwords,although the Company is currently not required to obtain permission from any of the PRC federal or local government toobtai
291、n such permission and has not received any denial to list on the U.S.exchange,our operations could be adversely affected,directly or indirectly;our ability to offer,or continue to offer,securities to investors would be potentially hindered and the value ofour securities might significantly decline o
292、r be worthless,by existing or future laws and regulations relating to its business orindustry or by intervene or interruption by PRC governmental authorities,if we or our subsidiaries(i)do not receive or maintainsuch permissions or approvals,(ii)inadvertently conclude that such permissions or approv
293、als are not required,(iii)applicable laws,regulations,or interpretations change and we are required to obtain such permissions or approvals in the future,or(iv)anyintervention or interruption by PRC governmental with little advance notice.For more details,see“Risk Factors Risks Related toDoing Busin
294、ess in China It is unclear whether we will be subject to the oversight of the CAC and how such oversight may impactus.Our business could be interrupted,or we could be subject to liabilities which may materially and adversely affect the results ofour operation and the value of your investment.Implica
295、tions of Being an Emerging Growth Company We qualify as an“emerging growth company”as defined in the Jumpstart Our Business Startups Act of 2012,or theJOBS Act.An emerging growth company may take advantage of specified reduced reporting and other requirements that areotherwise applicable generally t
296、o public companies.These provisions include,but are not limited to:the ability to include only two years of audited financial statements and only two years of related managementsdiscussion and analysis of financial condition and results of operations disclosure;an exemption from the auditor attestat
297、ion requirement in the assessment of our internal control over financial reportingpursuant to the Sarbanes-Oxley Act of 2002.reduced disclosure obligations regarding executive compensation in our periodic reports,proxy statements andregistration statements;and a delay in adopting new or revised acco
298、unting standards that have different effective dates for public and privatecompanies until those standards apply to private companies.We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of whichthis prospectus is a part and may elect to ta
299、ke advantage of other reduced reporting requirements in future filings.As a result,theinformation that we provide to our stockholders may be different than you might receive from other public reporting companies inwhich you hold equity interests.We may take advantage of these provisions for up to fi
300、ve years or such earlier time that we are no longer an emerginggrowth company.We would cease to be an emerging growth company if we have more than$1.07 billion in annual revenue,havemore than$700 million in market value of our ordinary shares held by non-affiliates or issue more than$1 billion of no
301、n-convertible debt over a three-year period.2022/12/13https:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htmhttps:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htm26/243132022/12/13https:/www.sec.gov/Archives/edgar/data
302、/1896425/0006393/ea165867-f1a5_libanginter.htmhttps:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htm27/243 Implication of Being a Foreign Private Issuer We are a foreign private issuer within the meaning of the rules under the Securities Exchange A
303、ct of 1934,as amended(the“Exchange Act”).As such,we are exempt from certain provisions applicable to United States domestic public companies.Forexample: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
304、comply solely with our home country requirements,which are less rigorous thanthe rules that apply to domestic public 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 preventi
305、ng issuers from making selective disclosures ofmaterial information;we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents orauthorizations in respect of a security registered under the Exchange Act;and we are not required to comply with S
306、ection 16 of the Exchange Act requiring insiders to file public reports of their shareownership and trading activities and establishing insider liability for profits realized from any“short-swing”tradingtransaction.We have taken advantage of certain reduced reporting and other requirements in this p
307、rospectus.Accordingly,theinformation contained herein may be different than the information you receive from other public companies in which you holdequity securities.We may take advantage of these exemptions until such time as we are no longer a foreign private issuer.We would ceaseto be a foreign
308、private issuer at such time as more than 50%of our outstanding voting securities are held by U.S.residents and anyof the following three circumstances applies:(1)the majority of our executive officers or directors are U.S.citizens or residents,(2)more than 50%of our assets are located in the United
309、States or(3)our business is administered principally in the United States.Implication of Being a Controlled Company We are and will continue,following this offering,to be a“controlled company”within the meaning of the Nasdaq StockMarket Rules and,as a result,may rely on exemptions from certain corpo
310、rate governance requirements that provide protection toshareholders of other companies.We are,and will remain,a“controlled company”as defined under the Nasdaq Stock Market Rules,as our Chief ExecutiveOfficer and Chairman of the Board,Mr.Huang Feng,through his wholly-owned BVI company,Maple Huang Hol
311、dings Limited,owns more than 50%of the voting rights represented by our issued and outstanding ordinary shares.For so long as we are acontrolled company under that definition,we are permitted to elect to rely,and may rely,on certain exemptions from corporategovernance rules,including:an exemption fr
312、om the rule that a majority of our board of directors must be independent directors;an exemption from the rule that the compensation of our chief executive officer must be determined or recommendedsolely by independent directors;and An exemption from the rule that our director nominees must be selec
313、ted or recommended solely by independent directors.As a result,you will not have the same protection afforded to shareholders of companies that are subject to thesecorporate governance requirements.Although we do not intend to rely on the“controlled company”exemption under the Nasdaq listing rules,w
314、e could electto rely on this exemption after we complete this offering.If we elected to rely on the“controlled company”exemption,a majorityof the members of our board of directors might not be independent directors and our nominating and corporate governance andcompensation committees might not cons
315、ist entirely of independent directors after we complete this offering.(See“Risk Factors Risks Related to Our Ordinary Shares and This Offering As a“controlled company”under the rules of the Nasdaq CapitalMarket,we may choose to exempt our Company from certain corporate governance requirements that c
316、ould have an adverse effecton our public shareholders.”)142022/12/13https:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htmhttps:/www.sec.gov/Archives/edgar/data/1896425/0006393/ea165867-f1a5_libanginter.htm28/243 Additionally,pursuant to Nasdaqs ph
317、ase-in rules for newly listed companies,we have one year from the date on whichwe are first listed on Nasdaq to comply fully with the Nasdaq listing standards.We do not plan to rely on the phase-in rules fornewly listed companies and will comply fully with the Nasdaq listing standards at the time of
318、 listing.Transfers of Cash to and from Our Subsidiaries As a holding company,Li Bang International may rely on dividends and other distributions on equity paid by itssubsidiaries,including those based in the PRC,for our cash and financing requirements.If any of our PRC subsidiaries incurs debton its
319、 own behalf in the future,the instruments governing such debt may restrict their ability to pay dividends to us.Li BangInternational is permitted under the laws of the Cayman Islands to provide funding to our subsidiary incorporated in Hong Kongthrough loans or capital contributions without restrict
320、ions on the amount of the funds.Our subsidiary in Hong Kong is permittedunder the respective laws of Hong Kong to provide funding to Li Bang International through dividend distributions withoutrestrictions on the amount of the funds.There are no restrictions on dividends transfers from Hong Kong to
321、the Cayman Islands.Current PRC regulations permit our WFOE to pay dividends to the Company only out of its accumulated profits,if any,determined in accordance with Chinese accounting standards and regulations.The PRC has currency and capital transfer regulations that require us to comply with certai
322、n requirements for themovement of capital.The Company is able to transfer cash(US Dollars)to its PRC subsidiaries through an investment(byincreasing the Companys registered capital in a PRC subsidiary).The Companys subsidiaries within China can transfer funds toeach other when necessary through the
323、way of current lending.The transfer of funds among companies are subject to theProvisions of the Supreme Peoples Court on Several Issues Concerning the Application of Law in the Trial of Private LendingCases(2020 Revision,the“Provisions on Private Lending Cases”),which was implemented on August 20,2
324、020 to regulate thefinancing activities between natural persons,legal persons and unincorporated organizations.As advised by our PRC counsel,Jiangsu Junjin Law Firm,the Provisions on Private Lending Cases does not prohibit using cash generated from one subsidiary tofund another subsidiarys operation
325、s.We have not been notified of any other restriction which could limit our PRC subsidiariesability to transfer cash between subsidiaries.On or about June 8,2022,the Company made dividend payments of RMB6 million(approximately$941,073)to the shareholders of the Company.As of the date of this prospect
326、us,except for the previouslymentioned dividend payments in June 2022,neither the Company nor its subsidiaries have made other transfers,dividends,ordistributions to investors and no investors have made transfers,dividends,or distributions to the Company or its subsidiaries.TheCompanys business is pr
327、imarily conducted through its subsidiaries.The Company is a holding company,and its material assetsconsist solely of the ownership interests held in its PRC subsidiaries.The Company will be dependent on dividends paid by itssubsidiaries for its working capital and cash needs,including the funds nece
328、ssary:(i)to pay dividends or cash distributions to itsshareholders,(ii)to service any debt obligations,and(iii)to pay operating expenses.As a result of PRC laws and regulations(noted below)that require annual appropriations of 10%of after-tax income to be set aside in a general reserve fund prior to
329、payment of dividends,the Companys PRC subsidiaries are restricted in that respect,as well as in other respects noted below,intheir ability to transfer a portion of their net assets to the Company as a dividend.With respect to transferring cash from the Company to its subsidiaries,increasing the Comp
330、anys registered capital in aPRC subsidiary requires the filing with the local commerce department,while a shareholder loan requires a filing with the StateAdministration of Foreign Exchange or its local bureau.Aside from the declaration to the State Administration of ForeignExchange,there is no rest
331、riction or limitations 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 inaccordance with PRC accounting standards and PRC regulation
332、s(an in-depth description of the PRC regulations isset forth below);2.Our PRC subsidiaries are required to set aside,at a minimum,10%of their net income after taxes,based on PRCaccounting standards,each year as statutory surplus reserves until the cumulative amount of such reserves reaches50%of thei
333、r registered capital;3.Such reserves may not be distributed as cash dividends;4.Our PRC subsidiaries may also allocate a portion of their after-tax profits to fund their staff welfare and bonus funds;except in the event of a liquidation,these funds may also not be distributed to shareholders;the Company does notparticipate in a Common Welfare Fund;and 5.The incurrence of debt,specifically the inst