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1、2022/12/13https:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htm1/229F-1/A 1 ea169862-f1a5_yipointer.htm AMENDMENT NO.5 TO FORM F-1As filed with the U.S.Securities and
2、Exchange Commission on December 9,2022Registration No. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 AMENDMENT NO.5 TO FORM F-1 REGISTRATION STATEMENTUNDER THE SECURITIES ACT OF 1933 Yi Po International Holdings Limited(Exact Name of Registrant as Specified in its Cha
3、rter)Not Applicable(Translation of Registrants name into English)Cayman Islands 7500 N/A(State or Other Jurisdiction ofIncorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)Room 402-404,Sembcorp International Water CenterNo.33,Jiangxin
4、zhou Keji Road,Jianye District,Nanjing City,Jiangsu Province Peoples Republic of China+86-4008280910(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,ad
5、dress,including zip code,and telephone number,including area code,of agent for service)Copies to:William S.Rosenstadt,Esq.Mengyi“Jason”Ye,Esq.Ortoli Rosenstadt LLP366 Madison Avenue,3rd FloorNew York,NY 10017T:212-588-0022Benjamin A.Tan,Esq.Sichenzia Ross Ference LLP1185 Avenue of the Americas,31st
6、FloorNew York,NY 10036T:212-930-9700 Approximate date of commencement of proposed sale to the public:As soon as practicable after effectiveness of this registrationstatement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
7、 under theSecurities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the followingbox and list the Securities Act registration statement number of the earlier effective registration stat
8、ement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462I under the Securities Act,check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-ef
9、fective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company a
10、s defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or rev
11、ised financial accounting standardsprovided pursuant to Section 7(a)(2)(B)of the Securities Act.2022/12/13https:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htm2/229 Th
12、e term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to itsAccounting Standards Codification after April 5,2012.The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effec
13、tive dateuntil the registrant shall file a further amendment which specifically states that this registration statement shall thereafter becomeeffective in accordance with Section 8(a)of the Securities Act of 1933 or until this registration statement shall become effective onsuch date as the Commiss
14、ion,acting pursuant to said Section 8(a),may determine.2022/12/13https:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htm3/229 The information in this prospectus is not c
15、omplete and may be changed.We will not sell these securities until the registration statementfiled with the Securities and Exchange Commission is effective.This prospectus is not an offer to sell these securities and it is notsoliciting an offer to buy these securities in any state where the offer o
16、r sale is not permitted.PRELIMINARY PROSPECTUSSUBJECT TO COMPLETION,DATED DECEMBER 9,2022 Yi Po International Holdings Limited 4,000,000 Ordinary Shares This is an initial public offering of ordinary shares,par value US$0.00015625 per share,which we refer to as the“Ordinary Shares.”Weanticipate the
17、initial public offering price will be US$5.00 per share.Prior to this offering,there has been no public market for our Ordinary Shares.We plan to apply to list our Ordinary Shares on the NasdaqCapital Market under the symbol“YBZN”.This offering is contingent upon us listing our Ordinary Shares on th
18、e Nasdaq Capital Marketor another national exchange.There can be no assurance that we will be successful in listing our Ordinary Shares on the Nasdaq CapitalMarket.Weiming Jin,our Chairman of the Board of Directors and Chief Executive Officer,is currently the beneficial owner of 87%of our issuedand
19、outstanding Ordinary Shares,of which 100%are directly held by Ausen International Investment Holdings Co.,Limited,a BritishVirgin Islands company,which is 100%owned by Mr.Jin.Upon the closing of this offering,our directors and officers will ownapproximately 62%of our issued and outstanding Ordinary
20、Shares.We currently meet the definition of a“controlled company”under thecorporate governance standards for Nasdaq listed companies and for so long as we remain a controlled company under this definition,weare eligible to utilize certain exemptions from the corporate governance requirements of the N
21、asdaq Stock Market.Mr.Jin will have theability to determine all matters requiring approval by stockholders.For more information,see“Risk Factors Risks Relating to thisOffering We will hold in the aggregate 62%of the voting power of our capital stock following the completion of this offering,preventi
22、ng you and other stockholders from influencing significant decisions,including the election of directors,amendments to ourorganizational documents and any merger,consolidation,sale of all or substantially all of our assets,or other major corporate transactionrequiring shareholder approval.”Investors
23、 are cautioned that you are not buying shares of a China-based operating company but instead are buying shares of aCayman Islands holding company with operations conducted by our subsidiaries based in China and that this structure involvesunique risks to investors.This is an offering of the Ordinary
24、 Shares of the Cayman Islands holding company.We conduct our business through the PRCsubsidiaries.You will not and may never have direct ownership in the operating entity based in China.After the restructure thatdissolved the VIE structure,Yi Po International Holdings Limited now controls and receiv
25、es the economic benefits of the PRCsubsidiaries business operation,if any,through equity ownership.We do not use a Variable Interest Entity(“VIE”)structure.Yi Po International Holdings Limited(“Yi Po Holdings”)is a Cayman Islands holding company and is not a Chinese operating company.As a holding co
26、mpany with no material operations of its own,it conducts all of its operations and operates its business in China throughits PRC subsidiaries,in particular,Nanjing Dingxu Xinhui Technology Co.Ltd.(“Yi Po WFOE”)and its subsidiary,Jiangsu Easy ParkingIntelligent Technology Co.,Ltd.(“Jiangsu Easy Parki
27、ng”).Because of our corporate structure as a Cayman Islands holding company withoperations conducted by our PRC subsidiaries,it involves unique risks to investors.Furthermore,Chinese regulatory authorities couldchange the rules and regulations regarding foreign ownership in the industry in which the
28、 company operates,which would likely result ina material change in our operations and/or a material change in the value of the securities we are registering for sale,including that itcould cause the value of such securities to significantly decline or become worthless.Investors in our Ordinary Share
29、s should be awarethat they do not directly hold equity interests in the Chinese operating entities,but rather are purchasing equity solely in Yi Po Holdings,our Cayman Islands holding company,which indirectly owns 100%equity interests in the PRC subsidiaries.Our Ordinary Shares offeredin this offeri
30、ng are shares of our Cayman Islands holding company instead of shares of our subsidiaries in China.See“Risk Factors Risks Related to Doing Business in China The Chinese government exerts substantial influence over the manner in which we mustconduct our business activities.We are currently not requir
31、ed to obtain approval from Chinese authorities to list on U.S exchanges,however,if our subsidiaries or the holding company were required to obtain approval in the future and were denied permission fromChinese authorities to list on U.S.exchanges,we will not be able to continue listing on U.S.exchang
32、e,which would materially affect theinterest of the investors”on page 29.2022/12/13https:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htm4/229 Investing in our Ordinary
33、Shares involves a high degree of risk.Before buying any Ordinary Shares,you should carefully read thediscussion of material risks of investing in our Ordinary Shares in“Risk Factors”beginning on page 16 of this prospectus.In particular,as substantially all of our operations are conducted through the
34、 PRC subsidiaries,we are subject to certain legal andoperational risks associated with our operations in China,including that changes in the legal,political and economic policies of theChinese government,the relations between China and the United States,or Chinese or United States regulations may ma
35、terially andadversely affect our business,financial condition and results of operations.PRC laws and regulations governing our current businessoperations are sometimes vague and uncertain,and therefore,these risks could result in a material change in our operations and/or thevalue of our ordinary sh
36、ares or could significantly limit or completely hinder our ability to offer or continue to offer securities to investorsand cause the value of our Ordinary Shares to significantly decline or be worthless.Recently,the PRC government initiated a series ofregulatory actions and statements to regulate b
37、usiness operations in China with little advance notice,including cracking down on illegalactivities in the securities market,enhancing supervision over China-based companies listed overseas using variable interest entitystructure,adopting new measures to extend the scope of cybersecurity reviews,and
38、 expanding the efforts in anti-monopoly enforcement.On December 28,2021,the Cyberspace Administration of China(the“CAC”),together with 12 other governmental departments of thePRC,jointly promulgated the Cybersecurity Review Measures,which became effective on February 15,2022.The Cybersecurity Review
39、Measures requires that an online platform operator which possesses the personal information of at least one million users must apply for acybersecurity review by the CAC if it intends to be listed in foreign countries.As confirmed by our PRC counsel,Guantao Law Firm,since we are not an online platfo
40、rm operator that possesses over one million users personal information,we are not subject to thecybersecurity review with the CAC under the Cybersecurity Review Measures,and for the same reason,we will not be subject to thenetwork data security review by the CAC if the Draft Regulations on the Netwo
41、rk Data Security Administration(Draft for Comments)(the“Security Administration Draft”)are enacted as proposed.See“Risk Factors Risks Related to Doing Business in China TheChinese government exerts substantial influence over the manner in which we must conduct our business activities.We are currentl
42、y notrequired to obtain approval from Chinese authorities to list on U.S exchanges,however,if our subsidiaries or the holding company wererequired to obtain approval in the future and were denied permission from Chinese authorities to list on U.S.exchanges,we will not beable to continue listing on U
43、.S.exchange,which would materially affect the interest of the investors”on page 29.As of the date of this prospectus,as advised by our PRC counsel,Guantao Law Firm,no relevant laws or regulations in the PRC explicitlyrequire us to seek approval from the China Securities Regulatory Commission,or the
44、CSRC,or any other PRC governmental authoritiesfor our overseas listing plan,nor has our Cayman Islands holding company,any of our subsidiaries received any inquiry,notice,warningor sanctions regarding our planned overseas listing from the CSRC or any other PRC governmental authorities.However,since
45、thesestatements and regulatory actions by the PRC government are newly published and official guidance and related implementation ruleshave not been issued,it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existingor new laws or regulations
46、or detailed implementations and interpretations will be modified or promulgated,if any,and the potentialimpact such modified or new laws and regulations will have on our daily business operation,the ability to accept foreign investments andlist on an U.S.or other foreign exchange.The Standing Commit
47、tee of the National Peoples Congress,or the SCNPC,or other PRCregulatory authorities may in the future promulgate laws,regulations or implementing rules that requires our company or any of oursubsidiaries to obtain regulatory approval from Chinese authorities before listing in the U.S.In other words
48、,although the Company iscurrently not required to obtain permission from any of the PRC central(or national)or local government to obtain such permission andhas not received any denial to list on the U.S.exchange,our operations could be adversely affected,directly or indirectly;our ability tooffer,o
49、r continue to offer,securities to investors would be potentially hindered and the value of our securities might significantly declineor be worthless,by existing or future laws and regulations relating to its business or industry or by intervene or interruption by PRCgovernmental authorities,if we or
50、 our subsidiaries(i)do not receive or maintain such permissions or approvals,(ii)inadvertently concludethat such permissions or approvals are not required,(iii)applicable laws,regulations,or interpretations change and we are required toobtain such permissions or approvals in the future,or(iv)any int
51、ervention or interruption by PRC governmental with little advance notice.See“Risk Factors Risks Related to Doing Business in China”beginning on page 22 and“Risks Related to this Offering,”beginningon page 37 of this prospectus for a discussion of these legal and operational risks and information tha
52、t should be considered before makinga decision to purchase our Ordinary Shares.In addition,since 2021,the Chinese government has strengthened its anti-monopoly supervision,mainly in three aspects:(1)establishingthe National Anti-Monopoly Bureau;(2)revising and promulgating anti-monopoly laws and reg
53、ulations,including:the Anti-MonopolyLaw(the amendment to the PRC Anti-Monopoly Law issued on June 24,2022 and will be effective from August 1,2022),the anti-monopoly guidelines for various industries,and the detailed Rules for the Implementation of the Fair Competition Review System;and(3)expanding
54、the anti-monopoly law enforcement targeting Internet companies and large enterprises.As of the date of this prospectus,theChinese governments recent statements and regulatory actions related to anti-monopoly concerns have not impacted our ability to conductbusiness,accept foreign investments,or list
55、 on a U.S.or other foreign exchange because neither the Company nor its PRC subsidiariesengage in monopolistic behaviors that are subject to these statements or regulatory actions.2022/12/13https:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htmhttps:/www.sec.go
56、v/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htm5/229 Pursuant to the Holding Foreign Companies Accountable Act,or the HFCAA,if the Public Company Accounting Oversight Board,or thePCAOB,is unable to inspect an issuers auditors for three consecutive years,the issuers secur
57、ities are prohibited to trade on a U.S.stockexchange.The PCAOB issued a Determination Report on December 16,2021 which found that the PCAOB is unable to inspect orinvestigate completely registered public accounting firms headquartered in:(1)mainland China of the Peoples Republic of China becauseof a
58、 position taken by one or more authorities in mainland China;and(2)Hong Kong,a Special Administrative Region and dependency ofthe PRC,because of a position taken by one or more authorities in Hong Kong.Furthermore,the PCAOBs report identified the specificregistered public accounting firms which are
59、subject to these determinations.On June 22,2021,United States Senate has passed theAccelerating Holding Foreign Companies Accountable Act,which,if enacted,would decrease the number of“non-inspection years”fromthree years to two years,and thus,would reduce the time before our securities may be prohib
60、ited from trading or delisted if the PCAOBdetermines that it cannot inspect or investigate completely our auditor.On August 26,2022,the PCAOB announced that it had signed aStatement of Protocol(the“SOP”)with the China Securities Regulatory Commission and the Ministry of Finance of China.The SOP,toge
61、ther with two protocol agreements governing inspections and investigations(together,the“SOP Agreement”),establishes a specific,accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland Chinaand Hong Kong,as required under U.S.law.The
62、 SOP Agreement remains unpublished and is subject to further explanation andimplementation.In other words,the SOP Agreement is just the first step toward opening access for the PCAOB to inspect and investigateregistered public accounting firms headquartered in mainland China and Hong Kong.Pursuant t
63、o the fact sheet with respect to the SOPAgreement disclosed by the SEC,the PCAOB shall have sole discretion to select any audit firms for inspection or investigation and thePCAOB inspectors and investigators shall have a right to see all audit documentation without redaction.According to the PCAOB,i
64、tsDecember 2021 determinations under the HFCAA remain in effect.The PCAOB is required to reassess these determinations by the end of2022.Under the PCAOBs rules,a reassessment of a determination under the HFCAA may result in the PCAOB reaffirming,modifyingor vacating the determination.However,if the
65、PCAOB continues to be prohibited from conducting complete inspections andinvestigations of PCAOB-registered public accounting firms in mainland China and Hong Kong,the PCAOB is likely to determine by theend of 2022 that positions taken by authorities in the PRC obstructed its ability to inspect and
66、investigate registered public accountingfirms in mainland China and Hong Kong completely,then the companies audited by those registered public accounting firms would besubject to a trading prohibition on U.S.markets pursuant to the HFCAA.As of the date of the prospectus,WWC,P.C.,our auditor,is not s
67、ubject to the determinations as to inability to inspect or investigatecompletely as announced by the PCAOB on December 16,2021.The Companys auditor is based in the U.S.and is registered withPCAOB and subject to PCAOB inspection.Recently developments with respect to audits of China-based companies,cr
68、eate uncertaintyabout the ability of WWC,P.C.to fully cooperate with the PCAOBs request for audit workpapers without the approval of the Chineseauthorities.In the event it is later determined that the PCAOB is unable to inspect or investigate completely the Companys auditorbecause of a position take
69、n by an authority in a foreign jurisdiction,then such lack of inspection could cause trading in the Companyssecurities to be prohibited under the HFCAA,and ultimately result in a determination by a securities exchange to delist the Companyssecurities.See“Risk Factors Risks Related to Doing Business
70、in China The recent joint statement by the SEC and PCAOB,proposed rule changes submitted by Nasdaq,and the Holding Foreign Companies Accountable Act all call for additional and morestringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors,especi
71、ally the non-U.S.auditors who are not inspected by the PCAOB.These developments could add uncertainties to our offering”on page 34.We currently have not maintained any cash management policies that dictate the purpose,amount and procedure of cash transfers betweenthe Company,our subsidiaries,or inve
72、stors.Rather,the funds can be transferred in accordance with the applicable PRC laws andregulations.To the extent cash or assets in the business is in the PRC or Hong Kong or a PRC or Hong Kong entity,the funds or assetsmay not be available to fund operations or for other use outside of the PRC or H
73、ong Kong due to interventions in or the imposition ofrestrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets.See“Risk Factors-Risks Related to Doing Business in China-To the extent cash or assets in the business is in the PRC or Hong Kon
74、g or a PRC or HongKong entity,the funds or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due tointerventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfercash or assets
75、.”Under existing PRC foreign exchange regulations,payment of current account items,such as profit distributions and trade and service-related foreign exchange transactions,can be made in foreign currencies without prior approval from the State Administration of ForeignExchange,or the SAFE,by complyi
76、ng with certain procedural requirements.Therefore,our PRC subsidiaries are able to pay dividends inforeign currencies to us without prior approval from SAFE,subject to the condition that the remittance of such dividends outside of thePRC complies with certain procedures under PRC foreign exchange re
77、gulations,such as the overseas investment registrations by ourshareholders or the ultimate shareholders of our corporate shareholders who are PRC residents.Approval from,or registration with,appropriate government authorities is,however,required where the RMB is to be converted into foreign currency
78、 and remitted out ofChina to pay capital expenses such as the repayment of loans denominated in foreign currencies.The PRC government may also at itsdiscretion restrict access in the future to foreign currencies for current account transactions.Current PRC regulations permit our PRCsubsidiaries to p
79、ay dividends to the Company only out of their accumulated profits,if any,determined in accordance with Chineseaccounting standards and regulations.As of the date of this prospectus,there are no restrictions or limitations imposed by the Hong Konggovernment on the transfer of capital within,into and
80、out of Hong Kong(including funds from Hong Kong to the PRC),except fortransfer of funds involving money laundering and criminal activities.Cayman Islands law prescribes that a company may only paydividends out of its profits.Other than that,there is no restrictions on Yi Po Holdings ability to trans
81、fer cash to investors.See“ProspectusSummary Transfers of Cash to and from Our Subsidiaries,”“Prospectus Summary Summary of Risk Factors,”and“Risk Factors-Risks Related to Doing Business in China-To the extent cash or assets in the business is in the PRC or Hong Kong or a PRC or HongKong entity,the f
82、unds or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due to2022/12/13https:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipoint
83、er.htm6/229interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfercash or assets,”“Risk Factors-Risks Related to Doing Business in China-We are a holding company and we rely on our subsidiaries forfunding dividend
84、payments,which are subject to restrictions under PRC laws,”and“Risk Factors-Risks Related to Doing Business inChina-Our PRC subsidiaries are subject to restrictions on paying dividends or making other payments to us,which may have a materialadverse effect on our ability to conduct our business.”2022
85、/12/13https:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htm7/229 As a holding company,we may rely on dividends and other distributions on equity paid by our subsidiari
86、es,including those based in thePRC,for our cash and financing requirements.If any of our PRC subsidiaries incurs debt on its own behalf in the future,the instrumentsgoverning such debt may restrict their ability to pay dividends to us.Yi Po Holdings is permitted under the laws of the Cayman Islands
87、toprovide funding to our subsidiaries incorporated in Hong Kong through loans or capital contributions without restrictions on the amount ofthe funds.Our subsidiaries are permitted under the respective laws of Hong Kong to provide funding to Yi Po Holdings through dividenddistribution without restri
88、ctions on the amount of the funds.There are no restrictions on dividend transfers from HK to the CaymanIslands.Current PRC regulations permit Yi Po WFOE to pay dividends to the Company only out of its accumulated profits,if any,determined in accordance with Chinese accounting standards and regulatio
89、ns.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 Lending Cases(2020 Second Revision,the“Provisions on Private Lending Cases”),which was implemented on January 1,2021 to regul
90、ate the financingactivities between natural persons,legal persons and unincorporated organizations.As advised by our PRC counsel,Guantao Law Firm,the Provisions on Private Lending Cases does not prohibit using cash generated from one subsidiary to fund another subsidiarysoperations.We have not been
91、notified of any other restriction which could limit our PRC subsidiaries ability to transfer cash betweenPRC subsidiaries.As of the date of this prospectus,neither the Company nor its subsidiaries have made transfers,dividends,ordistributions to investors and no investors have made transfers,dividen
92、ds,or distributions to the Company or its subsidiaries.As of thedate of this prospectus,no dividends,distributions or transfers has been made between Yi Po Holdings and any of its subsidiaries.We donot expect to pay any cash dividends in the foreseeable future.Also,as of the date of this prospectus,
93、no cash generated from onesubsidiary is used to fund another subsidiarys operations and we do not anticipate any difficulties or limitations on our ability to transfercash between subsidiaries.See“Prospectus Summary Transfers of Cash to and from Our Subsidiaries,”on page 4,“ProspectusSummary Summary
94、 of Financial Position and Cash Flows of Yi Po Holdings”on page 14,and“Consolidated Financial Statements”starting from page F-1.We are an“Emerging Growth Company”under applicable U.S.federal securities laws and are eligible for reduced public companyreporting requirements.Please read“Implications of
95、 Our Being an Emerging Growth Company”beginning on page 11 of this prospectusfor more information.Investing in our Ordinary Shares involves a high degree of risk,including the risk of losing your entire investment.See“RiskFactors”beginning on page 16 to read about factors you should consider before
96、buying our Ordinary Shares.Per Ordinary Share Total(4)Initial public offering price(1)$5.00$20,000,000 Underwriting discounts(2)$0.35$1,400,000 Proceeds to us,before expenses(3)$4.65$18,600,000 (1)Initial public offering price per share is assumed as US$5.00 per share.(2)We have agreed to pay the un
97、derwriter a discount equal to(i)7%of the gross proceeds of the offering for investors introduced to usby the underwriter and(ii)7%of the gross proceeds for investors sourced by the Company.This table assumes all investors areintroduced to us by the underwriter.Additionally,we have agreed to pay to t
98、he underwriter a discount equal to one-half percent(1/2%)of the gross proceeds of the offering as non-accountable expenses.We have agreed to issue to the underwriter,on the applicableclosing date of this offering,warrants(the“Underwriters Warrants”)in an amount equal to 7%of the aggregate number of
99、OrdinaryShares sold by us in this offering.For a description of other terms of the Underwriters Warrants and a description of the othercompensation to be received by the underwriters,see“Underwriting.”(3)Excludes fees and expenses payable to the underwriters.The total amount of underwriters expenses
100、 related to this offering is set forthin the section entitled“Expenses Relating to This Offering”(4)Assumes that the underwriters do not exercise any portion of their over-allotment option.Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory bod
101、y has approvedor disapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is acriminal offense.This offering is being conducted on a firm commitment basis.The underwriters are obligated to take and pay for all of the shares if anysuc
102、h shares are taken.We have granted the underwriters an option,exercisable one or more times in whole or in part,to purchase up toadditional Ordinary Shares from us at the initial public offering price,less underwriting discounts,within 45 days from the closing of thisoffering to cover over-allotment
103、s,if any.If the underwriters exercise the option in full,the total underwriting discounts payable will beUS$1,400,000,and the total proceeds to us,before expenses,will be US$18,600,000.The underwriters expect to deliver the ordinary shares against payment as set forth under“Underwriting,”on or about
104、 ,2022.2022/12/13https:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htm8/229 The date of this prospectus is ,2022 2022/12/13https:/www.sec.gov/Archives/edgar/data/18855
105、14/0008833/ea169862-f1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htm9/229 TABLE OF CONTENTS DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTSivPROSPECTUS SUMMARY1THE OFFERING13RISK FACTORS16USE OF PROCEEDS42DIVIDEND POLICY43CAPI
106、TALIZATION44DILUTION45MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS46BUSINESS60REGULATION73MANAGEMENT85PRINCIPAL SHAREHOLDERS91RELATED PARTY TRANSACTIONS92DESCRIPTION OF SHARE CAPITAL95SHARES ELIGIBLE FOR FUTURE SALE104TAXATION105UNDERWRITING111ENFORCEABILITY O
107、F CIVIL LIABILITIES114EXPENSES RELATING TO THIS OFFERING116LEGAL MATTERS117EXPERTS118WHERE YOU CAN FIND ADDITIONAL INFORMATION119INDEX TO FINANCIAL STATEMENTSF-1 i2022/12/13https:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/
108、data/1885514/0008833/ea169862-f1a5_yipointer.htm10/229 Neither we nor any of the underwriters have authorized anyone to provide you with any information or to make any representations otherthan as contained in this prospectus or in any free writing prospectuses we have prepared.Neither we
109、 nor the underwriters takeresponsibility for,and provide no assurance about the reliability of,any information that others may give you.This prospectus is an offerto sell only the securities offered hereby,but only under circumstances and in jurisdictions where it is lawful to do so.The informationc
110、ontained in this prospectus is accurate only as of the date of this prospectus,regardless of the time of delivery of this prospectus or anysale of the securities.Our business,financial condition,results of operations and prospects may have changed since that date.No action is being taken in any juri
111、sdiction outside the U.S.to permit a public offering of our securities or possession or distribution ofthis prospectus in any such jurisdiction.Persons who come into possession of this prospectus in jurisdictions outside the U.S.are requiredto inform themselves about and to observe any restrictions
112、about this offering and the distribution of this prospectus applicable to thosejurisdictions.ii2022/12/13https:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htm11/229 Co
113、nventions Which Apply to this Prospectus Unless we indicate otherwise,all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.Unless otherwise stated,as used in this prospectus,the terms“Yi Po Holdings,”“we,”“us,”“our Company,”and the“Company”refer t
114、oYi Po International Holdings Limited,an exempted company with limited liability incorporated under the laws of Cayman Islands;theterms the“PRC subsidiaries”and the“operating subsidiaries”refer to Nanjing Dingxu Xinhui Technology Co.Ltd.,or Yi Po WFOE andits subsidiary,Jiangsu Easy Parking Intellige
115、nt Technology Co.,Ltd.or Jiangsu Easy Parking,entities organized under the laws of thePRC.“China”or“PRC”refers to the Peoples Republic of China,excluding,for the purpose of this prospectus only,Taiwan region,Hong Kong,and Macau;“HK$”,“HKD”,or“Hong Kong dollars”refers to the legal currency of Hong Ko
116、ng;“Jiangsu Easy Parking”refers to Jiangsu Easy Parking Intelligent Technology Co.,Ltd.,a wholly foreign-owned companyorganized under the laws of the PRC and a wholly-owned subsidiary of Yi Po WFOE;“Ordinary Shares”refers to the Companys ordinary shares,par value US$0.00015625 per share;“SEC”refers
117、to the United States Securities and Exchange Commission;“US$”,“USD”,“$”,or“U.S.dollars”refers to the legal currency of the United States;“Yi Po Holdings”refers to Yi Po International Holdings Limited,a Cayman Islands exempted company;“Yi Po HK”refers to Guangyan Hong Kong Group Co.,Limited,a Hong Ko
118、ng company and a wholly-owned subsidiary of YiPo Holdings;“Yi Po WFOE”refers to Nanjing Dingxu Xinhui Technology Co.Ltd.,a wholly foreign-owned company organized under thelaws of the PRC and a wholly-owned subsidiary of Yi Po HK;This prospectus contains translations of certain RMB amounts into U.S.d
119、ollar amounts at specified rates solely for the convenience of thereader.All reference to“U.S.dollars”,“USD”,“US$”or“$”are to United States dollars.The relevant exchange rates are listed below:As ofJune 30,2022 2021 Period-end RMB:US$1 exchange rate 6.6994 6.4586 Period-end HKD:US$1 exchange rate 7.
120、84739 7.7661 Period-average RMB:US$1 exchange rate 6.4984 6.4721 Period-average HKD:US$1 exchange rate 7.83079 7.7615 As ofDecember 31,2021 2020 Period-end RMB:US$1 exchange rate 6.3551 6,5249 Period-end HKD:US$1 exchange rate 7.7973 7.7530 Period-average RMB:US$1 exchange rate 6.3703 6.8976 Period-
121、average HKD:US$1 exchange rate 7.7991 7.7562 We amended our Memorandum and Articles of Association in order to effect a 1-for-32 reverse stock split of our Ordinary Shares.Unless otherwise indicated,all information in this prospectus has been adjusted to give effect to the 1-for-32 reverse stock spl
122、it ofour Ordinary Shares effected on July 9,2022.iii2022/12/13https:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htm12/229 DISCLOSURE REGARDING FORWARD-LOOKING STATEMEN
123、TS This prospectus contains forward-looking statements that reflect our current expectations and views of future events,all of which aresubject to risks and uncertainties.Forward-looking statements give our current expectations or forecasts of future events.You can identifythese statements by the fa
124、ct that they do not relate strictly to historical or current facts.You can find many(but not all)of these statementsby the use of words such as“approximates,”“believes,”“hopes,”“expects,”“anticipates,”“estimates,”“projects,”“intends,”“plans,”“will,”“would,”“should,”“could,”“may”or other similar expr
125、essions in this prospectus.These statements are likely to address ourgrowth strategy,financial results and product and development programs.You must carefully consider any such statements and shouldunderstand that many factors could cause actual results to differ from our forward-looking statements.
126、These factors may includeinaccurate assumptions and a broad variety of other risks and uncertainties,including some that are known and some that are not.Noforward-looking statement can be guaranteed and actual future results may vary materially.Factors that could cause actual results to differfrom t
127、hose discussed in the forward-looking statements include,but are not limited to:our goals and strategies;our future business development,financial condition and results of operations;introduction of new product and service offerings;expected changes in our revenues,costs or expenditures;our expectat
128、ions regarding the demand for and market acceptance of our products and services;expected growth of our customers,including consolidated account customers;competition in our industry;government policies and regulations relating to our industry;and uncertainty about the spread of the COVID-19 virus a
129、nd the impact it may have on the Companys operations,the demand for theCompanys products and services,and economic activity in general;and We describe certain material risks,uncertainties,and assumptions that could affect our business,including our financial condition andresults of operations,under“
130、Risk Factors.”We base our forward-looking statements on our managements beliefs and assumptions basedon information available to our management at the time the statements are made.We caution you that actual outcomes and results may,and are likely to,differ materially from what is expressed,implied o
131、r forecast by our forward-looking statements.Accordingly,you shouldbe careful about relying on any forward-looking statements.Except as required under the federal securities laws,we do not have anyintention or obligation to update publicly any forward-looking statements after the distribution of thi
132、s prospectus,whether as a result ofnew information,future events,changes in assumptions,or otherwise.iv2022/12/13https:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htm1
133、3/229 PROSPECTUS SUMMARY The following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed information andfinancial statements included elsewhere in this prospectus.In addition to this summary,we urge you to read the entire prospectuscarefully,especially
134、the risks of investing in our Ordinary Shares,discussed under“Risk Factors,”before deciding whether to buy ourOrdinary Shares.Investors should note that Yi Po Holdings,our ultimate Cayman Islands holding company,does not directly own any substantiveoperations in the PRC and our businesses in the PRC
135、 described in this prospectus are operated through Jiangsu Easy Parking,our subsidiary in China.Overview Yi Po Holdings is a holding company that was incorporated under the laws of the Cayman Islands on March 19,2020.As a holdingcompany with no material operations of our own,we conduct our operation
136、s in China through our subsidiary,Jiangsu Easy Parking.YiPo Holdings,through Jiangsu Easy Parking,provides intelligent parking management systems and intelligent parking lot gate productsin the PRC.We,through our PRC operating subsidiaries,entered into the intelligent parking industry in 2018.At pre
137、sent,we have installed ourintelligent parking management system in approximately 81 parking lots across 21 cities in China,including 9 parking lots self-operated by us.Our intelligent parking management system is widely-used in the self-operated parking lots business and the cooperatively operatedpa
138、rking lots business,which is an electronic network system with automatic vehicle login,entrance and exit authentication,monitoring,and charging management functionalities.We launched a national network parking platform that provides vehicle owners with diverseservices such as parking space search,na
139、vigation guidance,touchless payment,membership discounts,and owners car search,toprovide convenient parking experiences to vehicle owners.We also provide intelligent parking lot gate products,which combine ourintelligent parking software system with electromechanical products(i.e.ordinary parking lo
140、t gate).Our vehicle access efficiency ismanifested by the intelligent management system installed in the parking lot gate products,which save and store information such asrecords of vehicles entrance and exit,time of entrance and exit.We have a broad marketing network in China,and have established c
141、ooperative relationships with 39 regional dealers who providemarketing and promotion services nationwide.The extensive dealer licensing channels reduce our overall operating costs.The dealersfacilitate the cooperation between us and our partners to in the operation and management of parking lots and
142、 parking spaces.Thedealers also promote and publicize our intelligent parking management system and our national network parking platform.With the rapid development of urbanization in China and the improvement of resident awareness of safety precautions,the demand forintelligent parking management s
143、ystem products in commercial and residential buildings has increased.This translates into a hugemarket for the intelligent parking lots.Based on our grasp of the market and investment in the intelligent parking industry,Jiangsu EasyParking was awarded the honors of“Chinas most influential brand in t
144、he intelligent parking industry in 2020”and“Chinas mostvaluable intelligent parking platform for investment and cooperation in 2020”by China Brand Influence Evaluation Committee,a well-recognized organization in China.As we gradually deepen our understanding of different vertical industries such as
145、the transportation industry,property managementindustry,and urban planning industry,our goal is to combine the digital and intelligent development needs of each vertical industry todevelop and provide more comprehensive intelligent parking solutions.We believe that our intelligent parking management
146、 system willenhance the sustainability of our business.We also plan to collaborate with the merchants on our national network parking platform,which may lead to more business cooperation opportunities.Our revenues consist of(i)dealer licensing fee;(ii)parking management system fee;(iii)parking space
147、 rental fee;and(iv)other relatedrevenue.Our net revenues were$2,452,883 for the six months ended June 30,2022 as compared to$2,795,500 for the same period in2021,an decrease of$342,617 or 12.26%.Our net revenues were$5,277,517 for the year ended December 31,2021 as compared to$2,786,853 for the same
148、 period in 2020,an increase of$2,490,664,or 89.37%.Our net income decreased by$215,672 or 24.50%,to$664,767 for the six months ended June 30,2022,from$880,439 for the sixmonths ended June 30,2021.Our net income increased by$1,468,382 or 305.77%,to$1,948,612 for the year ended December 31,2021,from$4
149、80,230 for the year ended December 31,2020.Impact of COVID-19 The ongoing outbreak of a novel strain of coronavirus(“COVID-19”)has resulted in quarantines,travel restrictions,and the temporaryclosure of stores and business facilities globally for the past year.In March 2020,the World Health Organiza
150、tion declared COVID-19as a pandemic.Given the rapidly expanding nature of the COVID-19 pandemic,and because substantially all of our business operationsand our workforce are concentrated in China,we believe there is a risk that our business,results of operations,and financial conditionwill be advers
151、ely affected.Potential impact to our results of operations will also depend on future developments and new information2022/12/13https:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5
152、_yipointer.htm14/229that may emerge regarding the duration and severity of COVID-19 and the actions taken by government authorities and other entities tocontain COVID-19 or mitigate its impact,almost all of which are beyond our control.The impact of COVID-19 on our business,financial conditions and
153、operating results includes,but is not limited to the following:According to the requirements of relevant Chinese regulatory authorities,from the end of January 2020 to March 2020,ouremployees and dealers were temporarily prohibited from going out in accordance with Nanjing local government policies.
154、Ourbusiness reopened in April 2020.In the first half of 2020,we suspended all on-site marketing and advertising activities.We transferred these activities onlineduring the pandemic.As of June 2020,we have resumed on-site marketing and advertising activities.12022/12/13https:/www.sec.gov/Archives/edg
155、ar/data/1885514/0008833/ea169862-f1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htm15/229 Our business performance was negatively affected in the first half of 2020.However,due to the effective control of thepandemic in China in
156、 the second half of 2020,business performance has rebounded.In addition,we have also received interestfrom investors who are interested in the smart parking industry and want to join us as dealers.As of the date of this prospectus,there are still regional outbreaks of coronavirus diseases in 2022(su
157、ch as Beijing and Shanghai)andmovements in China are still limited.Lockdown measures will continue in closed and control areas with reported COVID-19 cases.Some cities require residents to present a negative COVID-19 test result to enter public venues and take public transport.Though theserecent reg
158、ional outbreaks did not impact Companys operations,the situation could impact economies and financial markets,resultingin an economic downturn that could impact our ability to raise capital or slow down potential business opportunities.There are stilluncertainties of COVID-19s future impact,and the
159、extent of the impact will depend on a number of factors,including the duration andseverity of the pandemic;and the macroeconomic impact of government measures to contain the spread of COVID-19 and relatedgovernment stimulus measures.We cannot assure you that financing will be available in amounts or
160、 on terms acceptable to us,if at all.Because of the uncertainty surrounding the COVID-19 outbreak,business disruption and its related financial impact related to theoutbreak of and response to COVID-19 cannot be reasonably estimated at this time.We believe that our current cash and cashequivalents a
161、nd our anticipated cash flows from operations will be sufficient to meet our anticipated working capital requirements andcapital expenditures for the next 12 months.We may,however,need additional capital in the future to fund our continuing operations.The issuance and sale of additional equity would
162、 result in further dilution to our shareholders.The incurrence of indebtedness wouldresult in increased fixed obligations and could result in operating covenants that would restrict our operations.Our Competitive Strengths We believe that the following competitive strengths contribute to our success
163、 and differentiate us from our competitors:Integrated national network parking platform:With an integrated national network parking platform and through thecoordination and combination of different functional systems,we provide a city-level intelligent parking full-process services,in which the info
164、rmation of parking lot management,operation,maintenance,and charging is transmitted digitally andelectronically through the national network parking platform.It can quickly meet the increasingly diversified,complex andpersonalized needs of customers with lower operating costs in the market competiti
165、on.Convenient payment services:If the vehicle owner uses the parking lot,the owner can pay the parking fee by scanning the QRcode of the parking lot or through our national network parking platform.Our system is quickly connected to mobile paymentoptions,including WeChat,Alipay,UnionPay,and ETC.Mark
166、eting network advantages:Our dealers in 21 cities have established cooperative relationships with us and are responsiblefor providing nationwide marketing and promotion services.The dealers provide promotion and publicity,facilitate us andpotential partners,i.e.parking lots owners,to reach cooperati
167、on in the operation of parking lots through installing ourintelligent parking management system and parking lot gates and using our national network parking platform.Our Growth Strategies Our business model and competitive strengths provide us with multiple avenues for growth.We intend to execute th
168、e following keystrategies:We actively participate in the digitalization and intellectualization of parking lot management and focus on thedevelopment of intelligent parking solutions:We believe that our ability to provide one-stop parking solutions for vehicleowners enables us to take full advantage
169、 of the opportunities from the digital industrialization of the parking lot management.Intelligent parking solutions are expected to become our core business and play an increasingly important role in our business.We plan to extend the application of our intelligent parking solutions to more industr
170、ies and sectors,including intelligent citiesand intelligent communities.We develop online technology platforms and marketing channels:We continue to improve and optimize our nationalnetwork parking platform,which provides vehicle owners with functions such as parking space search,navigation guidance
171、,touchless payment,membership discounts,and owners car search.Such parking platform strives to meet the diverse needs ofvehicle owners and provides them with digital parking information and convenient parking experiences.We reduce the overall operation costs:Considering the intense competition in th
172、e intelligent parking industry and theCOVID-19 outbreak,we intend to reduce our overall costs through dealer licensing to strengthen our short-term cash flow.The dealers facilitate us and potential partners to achieve operation and management cooperation of parking lot and parkingspace,and promote a
173、nd publicize our intelligent parking management system and our national network parking platform.22022/12/13https:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htm16/229
174、 Corporate Structure Yi Po Holdings is a holding company incorporated in the Cayman Islands.As a holding company with no material operations,Yi PoHoldings conduct its operations in China through its PRC subsidiaries.After the restructure that dissolved the VIE structure,Yi PoHoldings now controls an
175、d receives the economic benefits of the PRC subsidiaries business operation,if any,through equityownership.We do not use a VIE structure.The following diagram illustrates our corporate structure as of the date of this prospectus.For more detail on our corporate history,please refer to“Business Corpo
176、rate Structure”beginning on page 61 of this prospectus.Our Subsidiaries and Business Functions Yi Po Holdings is a Cayman Islands exempted company incorporated on March 19,2020.We are a holding company incorporated inthe Cayman Islands and not a Chinese operating company.As a holding company with no
177、 material operations of our own,we conductour business in China through our PRC subsidiaries.Yi Po HK was incorporated on April 28,2020 under the law of Hong Kong SAR.Yi Po HK is our wholly-owned subsidiary and iscurrently not engaging in any active business and merely acting as a holding company.Yi
178、 Po WFOE was incorporated on March 16,2021 under the laws of the Peoples Republic of China.It is a wholly-owned subsidiary ofYi Po HK and a wholly foreign-owned entity under the PRC laws.Jiangsu Easy Parking was incorporated on August 22,2018 under the laws of the Peoples Republic of China.Its regis
179、tered businessscope includes intelligent technology,smart parking technology research and development,computer software development,technicalservices and consulting,parking lot management service,etc.Jiangsu Easy Parking is our operating company.32022/12/13https:/www.sec.gov/Archives/edgar/data/1885
180、514/0008833/ea169862-f1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htm17/229 The Restructure On August 24,2021,Yi Po WFOE entered into a series of VIE agreements(the“VIE Agreements”)with Jiangsu Easy Parking and allthe sharehol
181、ders of Jiangsu Easy Parking,which established the VIE structure.As a result of the VIE Agreements,Yi Po WFOE wasregarded as the primary beneficiary of Jiangsu Easy Parking,and we treated Jiangsu Easy Parking as the variable interest entities underU.S.GAAP for accounting purposes.We have consolidate
182、d the financial results of Jiangsu Easy Parking and its subsidiaries in ourconsolidated financial statements in accordance with the U.S.GAAP.On February 19,2022,Yi Po WFOE,Jiangsu Easy Parking and shareholders of Jiangsu Easy Parking signed a termination agreementof the VIE Agreements.The VIE struct
183、ure was dissolved.On February 23,2022,a shareholder of Jiangsu Easy Parking transferred part of his shares to a non-Chinese individual.As a result,Jiangsu Easy Parking transformed from a Chinese domestic enterprise to a foreign-invested joint venture.On March 4,2022 and March 9,2022,Yi Po WFOE enter
184、ed into equity transfer agreements with each shareholder of Jiangsu EasyParking to purchase all the equity interest in Jiangsu Easy Parking.The restructure was completed on June 1,2022.As a result,JiangsuEasy Parking became a wholly owned subsidiary of Yi Po WFOE.Jiangsu Easy Parking was a foreign-i
185、nvested joint venture at the timeof the acquisition of its 100%equity interests by Yi Po WFOE,our PRC counsel,Guantao Law Firm,is of the opinion that theestablishment of Yi Po WFOE and the abovementioned acquisition of Jiangsu Easy Parking by Yi Po WFOE were not subject to theM&A Rules and no approv
186、als from CSRC or MOFCOM under the M&A Rules are required.However,our PRC counsel furtheradvises that there is uncertainty as to how the M&A Rules will be interpreted or implemented.Transfers of Cash to and from Our Subsidiaries We currently have not maintained any cash management policies that dicta
187、te the purpose,amount and procedure of cash transfersbetween the Company,our subsidiaries,or investors.Rather,the funds can be transferred in accordance with the applicable PRC lawsand regulations.To the extent cash or assets in the business is in the PRC or Hong Kong or a PRC or Hong Kong entity,th
188、e funds orassets may not be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or theimposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets.Under existing PRC foreign exch
189、ange regulations,payment of current account items,such as profit distributions and trade and service-related foreign exchange transactions,can be made in foreign currencies without prior approval from the State Administration ofForeign Exchange,or the SAFE,by complying with certain procedural requir
190、ements.Therefore,our PRC subsidiaries are able to paydividends in foreign currencies to us without prior approval from SAFE,subject to the condition that the remittance of such dividendsoutside of the PRC complies with certain procedures under PRC foreign exchange regulations,such as the overseas in
191、vestmentregistrations by our shareholders or the ultimate shareholders of our corporate shareholders who are PRC residents.Approval from,orregistration with,appropriate government authorities is,however,required where the RMB is to be converted into foreign currency andremitted out of China to pay c
192、apital expenses such as the repayment of loans denominated in foreign currencies.The PRC governmentmay also at its discretion restrict access in the future to foreign currencies for current account transactions.Current PRC regulationspermit our PRC subsidiaries to pay dividends to the Company only o
193、ut of their accumulated profits,if any,determined in accordancewith Chinese accounting standards and regulations.As of the date of this prospectus,there are no restrictions or limitations imposed bythe Hong Kong government on the transfer of capital within,into and out of Hong Kong(including funds f
194、rom Hong Kong to thePRC),except for transfer of funds involving money laundering and criminal activities.Cayman Islands law prescribes that a companymay only pay dividends out of its profits.Other than that,there is no restrictions on Yi Po Holdings ability to transfer cash to investors.See“Risk Fac
195、tors-Risks Related to Doing Business in China-To the extent cash or assets in the business is in the PRC or Hong Kongor a PRC or Hong Kong entity,the funds or assets may not be available to fund operations or for other use outside of the PRC or HongKong due to interventions in or the imposition of r
196、estrictions and limitations on the ability of us or our subsidiaries by the PRCgovernment to transfer cash or assets,”“Risk Factors-Risks Related to Doing Business in China-We rely on dividends and otherdistributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements
197、we may have,and any limitation onthe ability of our PRC subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business,”and“Risk Factors-Risks Related to Doing Business in China-Our PRC subsidiaries are subject to restrictions on paying dividends orma
198、king other payments to us,which may have a material adverse effect on our ability to conduct our business.”42022/12/13https:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer
199、.htm18/229 As a holding company,we may rely on dividends and other distributions on equity paid by our subsidiaries,including those based inthe PRC,for our cash and financing requirements.If any of our PRC subsidiaries incurs debt on its own behalf in the future,theinstruments governing such debt ma
200、y restrict their ability to pay dividends to us.Yi Po Holdings is permitted under the laws of theCayman Islands to provide funding to our subsidiaries incorporated in Hong Kong through loans or capital contributions withoutrestrictions on the amount of the funds.Our subsidiaries are permitted under
201、the respective laws of Hong Kong to provide funding to YiPo Holdings through dividend distribution without restrictions on the amount of the funds.There are no restrictions on dividendstransfers from HK the Cayman Islands.Current PRC regulations permit our WFOE to pay dividends to the Company only o
202、ut of itsaccumulated 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 certain requirements for the movement of capital.The Company is able to transfer cash(US Dollars)to its
203、PRC subsidiaries through an investment(by increasing the Companysregistered capital in a PRC subsidiary).The Companys subsidiaries within China can transfer funds to each other when necessarythrough the way of current lending.The transfer of funds among companies are subject to the Provisions on Pri
204、vate Lending Cases,which was implemented on August 20,2020 to regulate the financing activities between natural persons,legal persons andunincorporated organizations.As advised by our PRC counsel,Guantao Law Firm,the Provisions on Private Lending Cases does notprohibit using cash generated from one
205、subsidiary to fund another subsidiarys operations.We have not been notified of any otherrestriction which could limit our PRC subsidiaries ability to transfer cash between PRC subsidiaries.The Companys subsidiaries inthe PRC have not transferred any earnings or cash to the Company to date.As of the
206、date of this prospectus,there has not been anyassets or cash transfer between the holding company and its subsidiaries.As of the date of this prospectus,there has not been anydividends or distributions made to US investors.The Companys business is primarily conducted through its subsidiaries.TheComp
207、any is a holding company and its material assets consist solely of the ownership interests held in its PRC subsidiaries.TheCompany relies on dividends paid by its subsidiaries for its working capital and cash needs,including the funds necessary:(i)to paydividends or cash distributions to its shareho
208、lders,(ii)to service any debt obligations and(iii)to pay operating expenses.As a result ofPRC laws and regulations(noted below)that require annual appropriations of 10%of after-tax income to be set aside in a generalreserve fund prior to payment of dividends,the Companys PRC subsidiaries are restric
209、ted in that respect,as well as in others respectsnoted below,in their 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 Companys registered capital in a PRC subsidiaryrequires the filin
210、g of the local commerce department,while a shareholder loan requires a filing with the State Administration of ForeignExchange or its local bureau.Aside from the declaration to the State Administration of Foreign Exchange,there is no restriction orlimitations on such cash transfer or earnings distri
211、bution.With respect to the payment of dividends,we note the following:1.PRC regulations currently permit the payment of dividends only out of accumulated profits,as determined in accordance withaccounting standards and PRC regulations(an in-depth description of the PRC regulations is set forth below
212、);2.Our PRC subsidiaries are required to set aside,at a minimum,10%of their net income after taxes,based on PRC accountingstandards,each year as statutory surplus reserves until the cumulative amount of such reserves reaches 50%of their registeredcapital;3.Such reserves may not be distributed as cas
213、h dividends;4.Our PRC subsidiaries may also allocate a portion of their after-tax profits to fund their staff welfare and bonus funds;except inthe event of a liquidation,these funds may also not be distributed to shareholders;the Company does not participate in aCommon Welfare Fund;and 5.The incurre
214、nce of debt,specifically the instruments governing such debt,may restrict a subsidiarys ability to pay stockholderdividends or make other cash distributions.If,for the reasons noted above,our subsidiaries are unable to pay shareholder dividends and/or make other cash payments to theCompany when need
215、ed,the Companys ability to conduct operations,make investments,engage in acquisitions,or undertake otheractivities requiring working capital may be materially and adversely affected.However,our operations and business,includinginvestment and/or acquisitions by our subsidiaries within China,will not
216、be affected as long as the capital is not transferred in or out ofthe PRC.As of the date of this prospectus,the Company or its subsidiaries have made no transfers,dividends,or distributions to investors and noinvestors have made transfers,dividends,or distributions to the Company or its subsidiaries
217、.As of the date of this prospectus,no dividends,distributions or transfers has been made between Yi Po Holdings and any of itssubsidiaries.For the foreseeable future,the Company intends to use the earnings for research and development,to develop newproducts and to expand its production capacity.As a
218、 result,we do not expect to pay any cash dividends in the foreseeable future.Also,as of the date of this prospectus,no cash generated from one subsidiary is used to fund another subsidiarys operations and we do notanticipate any difficulties or limitations on our ability to transfer cash between sub
219、sidiaries.2022/12/13https:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htm19/229 52022/12/13https:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f
220、1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htm20/229 Regulatory Permissions Our subsidiaries have obtained all requisite permissions and approvals required for our operations in compliance with the relevant lawsand regulations in the PR
221、C.As of the date of this prospectus,the only permission required for operations are the business licenses ofthe PRC subsidiaries.The business license in PRC is a permit issued by Market Supervision and Administration that allows thecompany to conduct specific business within the governments geograph
222、ical jurisdiction.As of the date of this prospectus,we and ourPRC subsidiaries have received from PRC authorities all requisite licenses,permissions or approvals needed to engage in the businessescurrently conducted in China,and no permission or approval has been denied.The following table provides
223、details on the licenses andpermissions held by our PRC subsidiaries.Approval Recipient Issuing body IssuingDate Validity Regions The Scope of Conduct AllowedBusinessLicense Yi PoWFOE MarketSupervision andAdministrationof JiangningDistrict,NanjingCity March 16,2021 Unlimited Room 501,Building12,Ideal
224、 Mingyuan,No.88 Gaotang Road,Moling Street,Jiangning District,Nanjing City General items:computer system services;data processing services;consulting andplanning services;network technologyservices;animation and game development;translation services;industrial designservices;internet sales(except fo
225、r sales ofgoods that require licensing)(except forprojects subject to approval by law,toindependently carry out business activitiesaccording to the law with the businesslicense)BusinessLicense JiangsuEasyParking MarketSupervision andAdministrationof JianyeDistrict,NanjingCity June 10,2022 Unlimited
226、Room 402-404,Building 1,No.33Keji Road,JianyeDistrict,Nanjing City Research and development of intelligenttechnology and intelligent parkingequipment;computer software and hardwareresearch and development,technicalconsultation,technical services;parking lotmanagement services;intelligent garageconst
227、ruction engineering design andconstruction;sales and installation ofintelligent parking equipment;propertymanagement.(For projects subject toapproval according to law,such businessactivities can only be carried out afterapproval by relevant authorities)General items:operation of electric vehiclechar
228、ging infrastructure;sales of chargingpiles;centralized fast charging stations(except for projects subject to approval bylaw,to independently carry out businessactivities according to the law with thebusiness license)The PRC subsidiaries do not need specific licenses for our parking lot management bu
229、siness.However,applicable laws and regulationsmay be tightened,and new laws or regulations may be introduced to impose additional government approval,license and permitrequirements.If we inadvertently conclude that such approval is not required,fail to obtain and maintain such approvals,licenses orp
230、ermits required for our business or respond to changes in the regulatory environment,we could be subject to liabilities,penalties andoperational disruption,which may materially and adversely affect our business,operating results,financial condition and the value ofour ordinary shares,significantly l
231、imit or completely hinder our ability to offer or continue to offer securities to investors,or cause suchsecurities to significantly decline in value or become worthless.As of the date of this prospectus,none of our Company or subsidiaries has applied for,received or been denied approval from anyChi
232、nese authorities to list on the Nasdaq Stock Market,nor has our Company or our subsidiaries received any inquiry,notice,warningor sanctions regarding our planned overseas listing from the China Securities Regulatory Commission,or the CSRC,or any other PRCgovernmental authorities.We believe that we a
233、nd our subsidiaries are not required to obtain permission from Chinese authorities toissue these securities to foreign investors based on the PRC laws,regulations and rules currently in effect.However,if we aresubsequently advised by any Chinese authorities that permission for this offering and/or l
234、isting on the Nasdaq Stock Market wasrequired,we may not be able to obtain such permission in a timely manner,if at all.If this risk occurs,our ability to offer securities toinvestors could be significantly limited or completely hindered and the securities currently being offered may substantially d
235、ecline invalue and be worthless.2022/12/13https:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htm21/229On August 8,2006,six PRC regulatory agencies jointly adopted the R
236、egulations on Mergers and Acquisitions of Domestic Enterprisesby Foreign Investors,or the M&A Rules,which came into effect on September 8,2006 and were amended on June 22,2009.The M&ARules requires that an offshore special purpose vehicle formed for overseas listing purposes and controlled directly
237、or indirectly by thePRC Citizens shall obtain the approval of the CSRC prior to overseas listing and trading of such special purpose vehicles securities onan overseas stock exchange.Based on our understanding of the Chinese laws and regulations in effect at the time of this prospectus,wewill not be
238、required to submit an application to the CSRC for its approval of this offering and the listing and trading of our OrdinaryShares on the Nasdaq under the M&A Rules.However,there remains some uncertainty as to how the M&A Rules will be interpreted orimplemented,and the opinions of our PRC counsel sum
239、marized above are subject to any new laws,rules and regulations or detailedimplementations and interpretations in any form relating to the M&A Rules.We cannot assure you that relevant Chinese governmentagencies,including the CSRC,would reach the same conclusion.62022/12/13https:/www.sec.gov/Archives
240、/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htm22/229 Recently,the General Office of the Central Committee of the Communist Party of China and the General Office of the State Counciljointl
241、y issued the Opinions on Strictly Cracking Down on Illegal Securities Activities,which were made available to the public on July6,2021.The Opinions on Strictly Cracking Down on Illegal Securities Activities emphasized the need to strengthen the administrationover illegal securities activities,and th
242、e need to strengthen the supervision over overseas listings by Chinese companies.Effectivemeasures,such as promoting the construction of relevant regulatory systems will be taken to deal with the risks and incidents of China-based overseas listed companies,and cybersecurity and data privacy protecti
243、on requirements and similar matters.It is still uncertainhow PRC governmental authorities will regulate overseas listing in general and whether we are required to obtain any specificregulatory approvals.Furthermore,if the CSRC or other regulatory agencies later promulgate new rules or explanations r
244、equiring thatwe obtain their approvals for this offering and any follow-on offering,we may be unable to obtain such approvals which couldsignificantly limit or completely hinder our ability to offer or continue to offer securities to our investors.On December 24,2021,the CSRC,together with other rel
245、evant government authorities in China issued the Provisions of the StateCouncil on the Administration of Overseas Securities Offering and Listing by Domestic Companies(Draft for Comments),and theMeasures for the Filing of Overseas Securities Offering and Listing by Domestic Companies(Draft for Comme
246、nts)(“Draft OverseasListing Regulations”).The Draft Overseas Listing Regulations requires that a PRC domestic enterprise seeking to issue and list itsshares overseas(“Overseas Issuance and Listing”)shall complete the filing procedures of and submit the relevant information to CSRC.The Overseas Issua
247、nce and Listing includes direct and indirect issuance and listing.Where an enterprise whose principal businessactivities are conducted in PRC seeks to issue and list its shares in the name of an overseas enterprise(“Overseas Issuer”)on the basisof the equity,assets,income or other similar rights and
248、 interests of the relevant PRC domestic enterprise,such activities shall bedeemed an indirect overseas issuance and listing(“Indirect Overseas Issuance and Listing”)under the Draft Overseas ListingRegulations.Therefore,the proposed offering would be deemed an Indirect Overseas Issuance and Listing u
249、nder the Draft OverseasListing Regulations.As such,the Company would be required to complete the filing procedures of and submit the relevant informationto CSRC after the Draft Overseas Listing Regulations become effective.On December 28,2021,the Cyberspace Administration of China jointly with the r
250、elevant authorities formally published Measures forCybersecurity Review(2021)which will take effect on February 15,2022 and replace the former Measures for Cybersecurity Review(2020).Measures for Cybersecurity Review(2021)stipulates that operators of critical information infrastructure purchasing ne
251、tworkproducts and services,and online platform operator(together with the operators of critical information infrastructure,the“Operators”)carrying out data processing activities that affect or may affect national security,shall conduct a cybersecurity review,any onlineplatform operator who controls
252、more than one million users personal information must go through a cybersecurity review by thecybersecurity review office if it seeks to be listed in a foreign country.Since we are not an Operator,nor do we control more than onemillion users personal information,we would not be required to apply for
253、 a cybersecurity review under the Measures for CybersecurityReview(2021).Our PRC counsel,Guantao Law Firm,has advised us that,based on its understanding of the current PRC laws and regulations,we willnot be required to obtain the aforesaid approval of the listing and trading of our ordinary shares o
254、n Nasdaq in the context of thisoffering because we did not establish our PRC subsidiaries by merger with or acquisition of PRC domestic companies using equities asconsideration as defined in the M&A Rules.However,there remains some uncertainty as to how the M&A Rules will be interpreted or implement
255、ed in the context of an overseasoffering and the opinions summarized above are subject to any new laws,rules and regulations or detailed implementations andinterpretations in any form relating to the M&A Rules.We cannot assure you that relevant PRC government agencies,including theCSRC,would reach t
256、he same conclusion as our PRC counsel does,and hence we may face regulatory actions or other sanctions fromthe CSRC or other PRC regulatory agencies.These regulatory agencies may impose fines and penalties on our operations in China,limit our operating privileges in China,delay or restrict the repat
257、riation of the proceeds from this offering into China,restrict or prohibitthe payments or remittance of dividends by our PRC subsidiaries,or take other actions that could have a material adverse effect on ourbusiness,financial condition,results of operations,reputation and prospects,as well as the t
258、rading price of the shares.It is uncertainwhen and whether the Company will be required to obtain permission from the PRC government to list on U.S.exchanges in the future,and even when such permission is obtained,whether it will be denied or rescinded.The PRC government may intervene or influence o
259、ur operations at any time,which could result in a material change in our operations.For example,the PRC government has recently published new policies that significantly affected certain industries such as theeducation and internet industries,and we cannot rule out the possibility that it will in th
260、e future release regulations or policies regardingany industry that could adversely affect the business,financial condition and results of operations of our company.Recently,the PRCgovernment initiated a series of regulatory actions and statements to regulate business operations in China with little
261、 advance notice,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companies listedoverseas using variable interest entity structure,adopting new measures to extend the scope of cybersecurity reviews,and expandingthe efforts in anti-monopoly
262、 enforcement.As confirmed by our PRC counsel,Guantao Law Firm,we currently are not subject tocybersecurity review with the CAC,to conduct business operations in China,given that:(i)we do not possess a large amount ofpersonal information in our business operations;and(ii)data processed in our busines
263、s does not have a bearing on national security andthus may not be classified as core or important data by the authorities.In addition,as confirmed by our PRC counsel,we are not subjectto merger control review by Chinas anti-monopoly enforcement agency due to the level of our revenues which provided
264、from us andaudited by our auditor WWC,P.C.,and the fact that we currently do not expect to propose or implement any acquisition of control of,or decisive influence over,any company with revenues within China of more than RMB 400 million.2022/12/13https:/www.sec.gov/Archives/edgar/data/1885514/000121
265、390022078833/ea169862-f1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htm23/22972022/12/13https:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/data/1885514/0001213900
266、22078833/ea169862-f1a5_yipointer.htm24/229 Although we are currently not required to obtain permission from any of the PRC governmental agencies to obtain such permission andhas not received any denial to list on the U.S.exchange or conduct our daily business operation,it is highly uncertain how soo
267、nlegislative 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 new laws andregulations will have on our daily business op
268、eration,the ability to accept foreign investments and list our securities on an U.S.or otherforeign exchange.For more detailed information,see“Risk Factors Risks Relating to Doing Business in China The approval of theChina Securities Regulatory Commission may be required in connection with this offe
269、ring,and,if required,we cannot predict whetherwe will be able to obtain such approval.”and“We may become subject to a variety of laws and regulations in the PRC regardingprivacy,data security,cybersecurity,and data protection.We may be liable for improper use or appropriation of personal information
270、provided by our customers.”Risk Factors Summary Investing in our Ordinary Shares involves a high degree of risk.Below is a summary of material factors that make an investment in ourOrdinary Shares speculative or risky.Importantly,this summary does not address all of the risks that we face.Please ref
271、er to theinformation contained in and incorporated by reference under the heading“Risk Factors”of this prospectus for additional discussion ofthe risks summarized in this risk factor summary as well as other risks that we face.These risks include,but are not limited to,thefollowing:Risks Relating to
272、 Our Business and Industry Risks and uncertainties relating to our business and industry,beginning on page 16 of this prospectus,include but not limited to thefollowing:We have a limited operating history in a competitive and rapidly evolving industry;it may be difficult to evaluate ourprospects,and
273、 we may not be able to effectively manage our growth.See“Risk Factors Risks Relating to Our Business andIndustry We have a limited operating history in a competitive and rapidly evolving industry;it may be difficult to evaluateour prospects,and we may not be able to effectively manage our growth”on
274、page 16.If the market for our products develop more slowly than we expect,our operating results would be adversely affected.See“Risk Factors Risks Relating to Our Business and Industry If the market for our products develop more slowly than weexpect,our operating results would be adversely affected”
275、on page 16.If we are not able to continue to innovate or if we fail to adapt to changes in our industry,our business,financial condition andresults of operations would be materially and adversely affected.See“Risk Factors Risks Relating to Our Business andIndustry If we are not able to continue to i
276、nnovate or if we fail to adapt to changes in our industry,our business,financialcondition and results of operations would be materially and adversely affected”on page 16.Our results of operations may be affected by the number of vehicle ownership in China.See“Risk Factors Risks Relating toOur Busine
277、ss and Industry Our results of operations may be affected by the number of vehicle ownership in China”on page16.Our licensing agreements obligate us to make future commissions to the dealers,and if we do not have the funds necessary tomake such payments,our business and operations may be affected.Se
278、e“Risk Factors Risks Relating to Our Business andIndustry Our licensing agreements obligate us to make future commissions to the dealers,and if we do not have the fundsnecessary to make such payments,our business and operations may be affected”on page 17.Our business is substantially dependent on ou
279、r collaboration with our major suppliers.Changes or difficulties in ourrelationships with our suppliers may harm our business and financial results.See“Risk Factors Risks Relating to OurBusiness and Industry Our business is substantially dependent on our collaboration with our major suppliers.Change
280、s ordifficulties in our relationships with our suppliers may harm our business and financial results”on page 17.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.See“Risk Factors R
281、isks Relating to Our Business and Industry 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”on page 17.If we fail to protect our intellectual property rights,it could harm our bus
282、iness and competitive position.See“Risk Factors Risks Relating to Our Business and Industry If we fail to protect our intellectual property rights,it could harm our businessand competitive position”on page 18.If we fail to promote and maintain our brand in an effective and cost-efficient way,our bus
283、iness and results of operations maybe harmed.See“Risk Factors Risks Relating to Our Business and Industry If we fail to promote and maintain our brand inan effective and cost-efficient way,our business and results of operations may be harmed”on page 18.2022/12/13https:/www.sec.gov/Archives/edgar/dat
284、a/1885514/0008833/ea169862-f1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htm25/22982022/12/13https:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/data/18
285、85514/0008833/ea169862-f1a5_yipointer.htm26/229 Risks Relating to Our Corporate Structure Risks and uncertainties relating to our corporate structure,beginning on page 21 of this prospectus,include but not limited to thefollowing:Our PRC subsidiaries are subject to restrictions on paying
286、dividends or making other payments to us,which may have amaterial adverse effect on our ability to conduct our business.See“Risk Factors Risks Relating to Our Corporate Structure Our PRC subsidiaries are subject to restrictions on paying dividends or making other payments to us,which may have amater
287、ial adverse effect on our ability to conduct our business”on page 28.Risks Relating to Doing Business in the PRC Risks and uncertainties relating to doing business in PRC,beginning on page 22 of this prospectus,include but not limited to thefollowing:Uncertainties with respect to the PRC legal syste
288、m,including uncertainties regarding the enforcement of laws,and sudden orunexpected changes in laws and regulations in China with little advance notice could adversely affect us and limit the legalprotections available to you and us.See“Risk Factors Risks Relating to Doing Business in the PRC Uncert
289、ainties withrespect to the PRC legal system,including uncertainties regarding the enforcement of laws,and sudden or unexpected changesin laws and regulations in China with little advance notice could adversely affect us and limit the legal protections available toyou and us”on page 31.The PRC govern
290、ment may intervene or influence our operations at any time,or may exert more control over offeringsconducted overseas and foreign investment in China-based issuers,which could result in a material change in our operationsand the value of our Ordinary Shares.See“Risk Factors Risks Relating to Doing B
291、usiness in the PRC The Chinesegovernment exerts substantial influence over the manner in which we must conduct our business activities.We are currentlynot required to obtain approval from Chinese authorities to list on U.S exchanges,however,if our subsidiaries or the holdingcompany were required to
292、obtain approval in the future and were denied permission from Chinese authorities to list on U.S.exchanges,we will not be able to continue listing on U.S.exchange,which would materially affect the interest of the investors”on page 29.Any actions by the PRC government to exert more oversight and cont
293、rol over offerings that are conducted overseas andforeign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offersecurities to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.See“Risk Fac
294、tors Risks Relating to Doing Business in the PRC The Chinese government exerts substantial influence over the manner in whichwe must conduct our business activities.We are currently not required to obtain approval from Chinese authorities to list onU.S exchanges,however,if our subsidiaries or the ho
295、lding company were required to obtain approval in the future and weredenied permission from Chinese authorities to list on U.S.exchanges,we will not be able to continue listing on U.S.exchange,which would materially affect the interest of the investors”on page 29.Uncertainties with respect to the PR
296、C legal system,including uncertainties regarding the enforcement of laws,and sudden orunexpected changes in laws and regulations in China with little advance notice could adversely affect us and limit the legalprotections available to you and us.See“Risk Factors Risks Relating to Doing Business in t
297、he PRC Uncertainties withrespect to the PRC legal system,including uncertainties regarding the enforcement of laws,and sudden or unexpected changesin laws and regulations in China with little advance notice could adversely affect us and limit the legal protections available toyou and us”on page 31.C
298、hanges in Chinas economic,political,or social conditions or government policies could have a material adverse effect onour business and operations.See“Risk Factors Risks Relating to Doing Business in the PRC Changes in Chinas economic,political,or social conditions or government policies could have
299、a material adverse effect on our business and operations”onpage 25.The Chinese government exerts substantial influence over the manner in which we must conduct our business activities.Weare currently not required to obtain approval from Chinese authorities to list on U.S exchanges,however,if our sub
300、sidiaries orthe holding company were required to obtain approval in the future and were denied permission from Chinese authorities tolist on U.S.exchanges,we will not be able to continue listing on U.S.exchange,which would materially affect the interest ofthe investors.See“Risk Factors Risks Relatin
301、g to Doing Business in the PRC The Chinese government exerts substantialinfluence over the manner in which we must conduct our business activities.We are currently not required to obtain approvalfrom Chinese authorities to list on U.S exchanges,however,if our subsidiaries or the holding company were
302、 required to obtainapproval in the future and were denied permission from Chinese authorities to list on U.S.exchanges,we will not be able tocontinue listing on U.S.exchange,which would materially affect the interest of the investors”on page 29.Recent joint statements by the SEC and the Public Compa
303、ny Accounting Oversight Board(United States),or the“PCAOB,”proposed rule changes submitted by Nasdaq,and an act passed by the U.S.Senate all call for additional and more stringentcriteria to be applied to emerging market companies upon assessing the qualification of their auditors,especially the non
304、-U.S.2022/12/13https:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htm27/229auditors who are not inspected by the PCAOB.These developments could add uncertainties to our
305、 offering.See“Risk Factors Risks Relating to Doing Business in the PRC Recent joint statements by the SEC and the Public Company AccountingOversight Board(United States),or the“PCAOB,”proposed rule changes submitted by Nasdaq,and an act passed by theU.S.Senate all call for additional and more string
306、ent criteria to be applied to emerging market companies upon assessing thequalification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.These developmentscould add uncertainties to our offering”on page 34.We may become subject to a variety of laws and regulations
307、 in the PRC regarding privacy,data security,cybersecurity,anddata protection.We may be liable for improper use or appropriation of personal information provided by our customers.See“Risk Factors Risks Relating to Doing Business in the PRC We may become subject to a variety of laws and regulations in
308、the PRC regarding privacy,data security,cybersecurity,and data protection.We may be liable for improper use orappropriation of personal information provided by our customers”on page 32.92022/12/13https:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htmhttps:/www.
309、sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htm28/229 The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companiesby foreign investors,which could make it more difficult for us to pursue growth through acqu
310、isitions in China.See“RiskFactors Risks Relating to Doing Business in the PRC The M&A Rules and certain other PRC regulations establishcomplex procedures for some acquisitions of Chinese companies by foreign investors,which could make it more difficult forus to pursue growth through acquisitions in
311、China”on page 36.The 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.See“Risk Factors Risks Relating to DoingBusiness in the PRC The approval of the China Securiti
312、es Regulatory Commission may be required in connection with thisoffering,and,if required,we cannot predict whether we will be able to obtain such approval”on page 36.To the extent cash or assets in the business is in the PRC or Hong Kong or a PRC or Hong Kong entity,the funds or assetsmay not be ava
313、ilable to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or theimposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash orassets.See“Risk Factors Risks Relating to Doing Business in the PRC To
314、 the extent cash or assets in the business is in thePRC or Hong Kong or a PRC or Hong Kong entity,the funds or assets may not be available to fund operations or for otheruse outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability ofus
315、or our subsidiaries by the PRC government to transfer cash or assets”on page 28.Risks Relating to this Offering Risks and uncertainties relating to this offering,beginning on page 36 of this prospectus,include but not limited to the following:The initial public offering price for our Ordinary Shares
316、 may not be indicative of prices that will prevail in the trading marketand such market prices may be volatile.See“Risk Factors Risks Relating to this Offering The initial public offering pricefor our Ordinary Shares may not be indicative of prices that will prevail in the trading market and such ma
317、rket prices may bevolatile”on page 37.We may experience extreme stock price volatility,including any stock-run up,unrelated to our actual or expected operatingperformance,financial condition or prospects,making it difficult for prospective investors to assess the rapidly changingvalue of our Ordinar
318、y Shares.See“Risk Factors Risks Relating to this Offering We may experience extreme stock pricevolatility,including any stock-run up,unrelated to our actual or expected operating performance,financial condition orprospects,making it difficult for prospective investors to assess the rapidly changing
319、value of our Ordinary Shares”on page37.If you purchase our Ordinary Shares in this offering,you will incur immediate and substantial dilution in the book value ofyour shares.See“Risk Factors Risks Relating to this Offering If you purchase our Ordinary Shares in this offering,youwill incur immediate
320、and substantial dilution in the book value of your shares”on page 39.We have not paid dividends to our shareholders and do not expect to pay dividends in the forseeable future.See“Risk Factors Risks Relating to this Offering We have not paid dividends to our shareholders and do not expect to pay div
321、idends in theforseeable future”on page 38.Holding Foreign Company Accountable Act U.S.laws and regulations,including the Holding Foreign Companies Accountable Act,or HFCAA,may restrict or eliminate ourability to complete a business combination with certain companies,particularly those acquisition ca
322、ndidates with substantial operationsin China.On March 24,2021,the SEC adopted interim final rules relating to the implementation of certain disclosure and documentationrequirements of the HFCAA.An identified issuer will be required to comply with these rules if the SEC identifies it as having a“non-
323、inspection”year under a process to be subsequently established by the SEC.In June 2021,the Senate passed the Accelerating HoldingForeign Companies Accountable Act,which,if signed into law,would reduce the time period for the delisting of foreign companiesunder the HFCAA to two consecutive years inst
324、ead of three years.If our auditor cannot be inspected by the Public CompanyAccounting Oversight Board,or the PCAOB,for two consecutive years,the trading of our securities on any U.S.national securitiesexchanges,as well as any over-the-counter trading in the U.S.,will be prohibited.On September 22,20
325、21,the PCAOB adopted a finalrule implementing the HFCAA,which provides a framework for the PCAOB to use when determining,as contemplated under theHFCAA,whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreignjurisdiction because of a po
326、sition taken by one or more authorities in that jurisdiction.On December 2,2021,the SEC issuedamendments to finalize rules implementing the submission and disclosure requirements in the HFCAA.The rules apply to registrantsthat the SEC identifies as having filed an annual report with an audit report
327、issued by a registered public accounting firm that is locatedin a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority inforeign jurisdictions.On December 16,2021,the PCAOB issued a report on its determinations that it is unab
328、le to inspect or investigatecompletely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong,because of positions takenby PRC authorities in those jurisdictions.On August 26,2022,the PCAOB announced that it had signed a Statement of Protocol(the“SOP”)with the Chin
329、a Securities Regulatory Commission and the Ministry of Finance of China.The SOP,together with two protocolagreements governing inspections and investigations(together,the“SOP Agreement”),establishes a specific,accountable framework2022/12/13https:/www.sec.gov/Archives/edgar/data/1885514/000121390022
330、078833/ea169862-f1a5_yipointer.htmhttps:/www.sec.gov/Archives/edgar/data/1885514/0008833/ea169862-f1a5_yipointer.htm29/229to make possible 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 r
331、emains unpublished and is subject to further explanation and implementation.In otherwords,the SOP Agreement is just the first step toward opening access for the PCAOB to inspect and investigate registered publicaccounting firms headquartered in mainland China and Hong Kong.Pursuant to the fact sheet
332、 with respect to the SOP Agreementdisclosed by the SEC,the PCAOB shall have sole discretion to select any audit firms for inspection or investigation and the PCAOBinspectors and investigators shall have a right to see all audit documentation without redaction.According to the PCAOB,itsDecember 2021
333、determinations under the HFCAA remain in effect.The PCAOB is required to reassess these determinations by theend of 2022.Under the PCAOBs rules,a reassessment of a determination under the HFCAA may result in the PCAOB reaffirming,modifying or vacating the determination.However,if the PCAOB continues to be prohibited from conducting complete inspectionsand investigations of PCAOB-registered public