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1、2022/12/13https:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htm1/64F-1 1 f1.htm As filed with the U.S.Securities and Exchange Commission on ,2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.
2、20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Mao Shi Jade Jewelry International Investment Ltd.(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)United Kingdom 5944 Not Applicable(State or other jurisdiction of(Pr
3、imary Standard Industrial(I.R.S.Employerincorporation or organization)Classification Code Number)Identification Number)Floor 6,Liancheng Union Building,1005 Chunfeng RoadLuohu District,Shenzhen,Guangdong Peoples Republic of China 518001+44 7467700761(Address,including zip code,and telephone number,i
4、ncluding area code,of Registrants principal executive offices)CO13,Floor 85,Ping An Financial Center,5033 Yitian RoadFutian District,Shenzhen,Guangdong Peoples Republic of China 518000Shenzhen Tuoyuan Investment Development Co.(Name,address,including zip code,including area code,of agent for service
5、)Copies to:Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this Registration Statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securitie
6、s Act of 1933,check thefollowing box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the
7、 same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amen
8、dment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated
9、 filer,a non-accelerated filer,a smaller reporting company,or an emerginggrowth company.See the definitions of“large accelerated filer,”“accelerated filer”,“smaller reporting company”and“emerging growth company”in Rule 12b-2 of theExchange Act.(Check one):Large accelerated filerAccelerated filerNon-
10、accelerated filerSmaller reporting company Emerging growth companyIf an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised finan
11、cial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.x 12022/12/13https:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htm2/64 As filed with the U.S.Securities and Exchange Commi
12、ssion on ,2022 CALCULATION OF REGISTRATION FEETitle of each class of securities to beregistered Amount to beregistered Proposed maximumoffering price pershare Proposedmaximumaggregateoffering price Amount ofregistrationfee(1)Common Stock,par value$0.0001 per share (1)Estimated solely for the purpose
13、 of calculating the registration fee in accordance with Rule 457(a)under the Securities Act.The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a furtheramendment which specifically states that
14、 this registration statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act,as amended,or until the registration statement shall become effective on such date as the Securities and Exchange Commission,acting pursuant to said Section 8(a)may determine.22022/12/
15、13https:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htm3/64 As filed with the U.S.Securities and Exchange Commission on ,2022 PRELIMINARY PROSPECTUSOrdinary SharesMao Shi Jade Jewelry International Investment
16、Ltd.Shares of Common Stock We are offering ordinary shares.This is the initial public offering of ordinary shares of Mao Shi Jade Jewelry International Investment Ltd.The offering price of ourordinary shares in this offering is expected to be$5.00 per share.Prior to this offering,there has been no p
17、ublic market for our ordinary shares.We have applied to list our ordinary shares on the Nasdaq Capital Market under the symbol“MSFC”.There is no assurance that such application will be approved,andif our application is not approved,this offering may not be completed.Investing in our ordinary shares
18、involves a high degree of risk.Before buying any shares,you should carefully read the discussion of material risks of investingin our ordinary shares in“Risk Factors”.We are an“emerging growth company”as defined under the federal securities laws and,as such,will be subject to reduced public company
19、reporting requirements.See“Prospectus SummaryImplications of Being an Emerging Growth Company”for additional information.Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracyor adequacy of this prospec
20、tus.Any representation to the contrary is a criminal offense.Mao Shi Jade Jewelry International Investment Ltd.(“MSFC”)is not an operating company but a holding company incorporated in United Kingdom with operationsprimarily conducted by its subsidiaries established in the Peoples Republic of China(
21、“PRC”or“China”).Shares of common stock offered in this offering are shares ofour United Kingdom holding company,instead of shares of our PRC subsidiaries.While shareholders of MSFC indirectly hold equity interests in our Chinese operatingsubsidiaries,they may never directly hold such interests in ou
22、r operating companies and may never receive a dividend distribution or other economic benefits fromowning shares of MSFC.As of the date of this prospectus,neither us nor any of our subsidiaries has been required to obtain permission from the government of China totrade our shares on the NASDAQ Capit
23、al Market.We face various legal and operational risks and uncertainties relating to our operations in China.These risks,together with uncertainties in Chinas legal system and theinterpretation and enforcement of Chinese laws,regulations,and policies,could hinder our ability to offer or continue to o
24、ffer our securities,result in a material adverseeffect on our business operations,and damage our reputation,which could cause our shares to significantly decline in value or become worthless.The Chinesegovernment may intervene or influence the operations of our PRC subsidiaries at any time and may e
25、xert more control over offerings conducted overseas and/or foreigninvestment in China-based issuers,which could result in a material change in the operations of our PRC subsidiaries and/or the value of our common stock.Any actionsby the Chinese government to exert more oversight and control over off
26、erings that are conducted overseas and/or foreign investment in China-based issuers couldsignificantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or beworthless.Recently,the PRC governme
27、nt adopted a series of laws,regulatory measures and issued statements to regulate business operations in China,includingcracking down on illegal activities in the securities market,adopting new measures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforceme
28、nt.The Cyberspace Administration of China(“CAC”)has opened cybersecurity probes into several U.S.-listed technology companies focusing onanti-monopoly regulation,and how companies collect,store,process and transfer data,among other things.If we are subject to such a probe or are required to complywi
29、th the stringent requirements of the new regulations,our ability to conduct our business or list on a U.S.stock exchange may be restricted.As of the date of thisprospectus,we and our subsidiaries have not been involved in any investigations on cybersecurity review initiated by any Chinese regulatory
30、 authority,nor has any ofthem received any inquiry,notice or sanction.There are currently no relevant laws or regulations in China that prohibit companies whose subsidiaries or entity interestsare within China from listing on overseas stock exchanges.However,since these statements and regulatory act
31、ions are newly published,official guidance and relatedimplementation rules have not been issued.It is highly uncertain what the potential impact such modified or new policies and regulations will have on our daily businessoperation,the ability to accept foreign investments and our ability to continu
32、e trading on a U.S.securities marketplace or stock exchange.32022/12/13https:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htm4/64 As filed with the U.S.Securities and Exchange Commission on ,2022We anticipate t
33、hat following the completion of this offering,our President and Chief Executive Officer,Zhenglin Mao,and our director,Lifen Yang and Yu Mao,willbeneficially own an aggregate 75%our outstanding shares of common stock after our offerings.We may be deemed to be a“controlled company”under the NASDAQMark
34、etplace Rules 5615(c).Furthermore,we intend to take advantage of the corporate governance exemption for controlled companies provided by the NASDAQmarket rules.PER SHARETOTALInitial public offering price$Underwriting discounts and commissions(1)$Proceeds,before expenses,to us$(1)Does not include acc
35、ountable and non-accountable expense allowance payable to underwriters.Please see the section of this prospectus entitled“Underwriting”foradditional information regarding underwriter compensation.We expect our total cash expenses for this offering(including cash expenses payable to our underwriters
36、for their out-of-pocket expenses)to be approximately$,exclusive of the above commissions.In addition,we will pay additional items of value in connection with this offering that are viewed by the Financial IndustryRegulatory Authority,or FINRA,as underwriting compensation.These payments will further
37、reduce proceeds available to us before expenses.See“Underwriting.”Neither we nor any of the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectusor in any free writing prospectuses we have prepared.Neither we nor a
38、ny of the underwriters take responsibility for,and can provide no assurance as to the reliability of,any other information that others may give you.This prospectus is an offer to sell only the shares offered hereby,but only under circumstances and in jurisdictionswhere it is lawful to do so.The info
39、rmation contained in this prospectus is current only as of its date,regardless of the time of delivery of this prospectus or of any saleof our common stock.For investors outside the United States:Neither we nor any of the underwriters have done anything that would permit this offering or possession
40、or distribution of thisprospectus in any jurisdiction where action for that purpose is required,other than in the United States.Persons outside the United States who come into possession ofthis prospectus must inform themselves about,and observe any restrictions relating to,the offering of the share
41、s of our common stock and the distribution of thisprospectus outside the United States.PROSPECTUS SUMMARY The following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed information and financial statements appearingelsewhere in this prospectus.In addit
42、ion to this summary,we urge you to read the entire prospectus carefully,especially the risks of investing in our Ordinary Sharesdiscussed under“Risk Factors,”before deciding whether to buy our Ordinary Shares.42022/12/13https:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htmhttps:/w
43、ww.sec.gov/Archives/edgar/data/1949656/0000005/f1.htm5/64 As filed with the U.S.Securities and Exchange Commission on ,2022Our Mission Mao Shi Jade Jewelry International Investment Ltd.specializes in high-end jade development,production,sales,jade jewelry industry chain digitalization,tec
44、hnology,innovation and upgrading as the core,focus on creating master jade jewelry consumer-oriented artwork trading-based online and offline combination of digital industryplatform.In addition,the company attaches great importance to advancing with the times,progressing with the technological era,p
45、lanning the integration of big data based on thethree major stages of design,manufacturing and sales,establishing a set of perfect talent training programs,departmental growth programs,developing intuitive andperfect industry promotion rules in line with the industrys real data,in order to build a j
46、ade jewelry consumer artwork production system corresponding to the talentshaping industry chain,and thus promote industrial upgrading,and Promote the upgrade of the social pursuit of art form,promote the art core and the meaning of theexistence of artwork upgrade.The company will be based on the in
47、novative concept of global high-end jadeite jewelry service+high-tech+financial capital,integrating high-end jadeite jewelrysupply chain production,sales team,supply chain finance,design and development,jewelry culture,high-end talent cultivation and many other sectors,we willempower the jadeite jew
48、elry industry to be more technological,digital,so that jadeite Carrying the cultural mission to promote the global high-end jadeite jewelryindustry as the development goal,is committed to build the worlds first high-end jadeite jewelry think tank.Our Business The main business of the company:the des
49、ign,production and sales of jadeite jewelry.Mao Shi Jade Jewelry International Investment Ltd.specializes in high-end jadedevelopment,production,sales,jade jewelry industry chain digitalization,technology,innovation and upgrading as the core,focusing on creating master jade jewelryconsumer-oriented
50、artwork trading-based online and offline combination of digital industry platform.1)The raw material market of jadeite Raw material mining(through the import link to domestic circulation);Jadeite expert group to identify the color and quality of jadeite;Myanmar public market,the second domestic publ
51、ic market;Docking jewelry design end,big data against the fit with the design of the map for screening.2)Jadeite jewelry design The designer gets the inspiration by selecting the symbolic meaning and story;Design drawing creation,confirm the required jadeite raw material type and size;When there are
52、 particularly good raw materials in the database,also according to the specific analysis of jadeite jade design more suitable for the special raw materialsdesign drawings;Combine the design with the product needs of high-end customers;Put the design into a large database for professional classificat
53、ion.3)Jadeite jewelry making The forger matches the design and jadeite raw materials according to the big database;According to professional experience,use professional instruments and tools to polish,process,forge and detail the raw materials;Checking the design,comparing the fit,doing quality cont
54、rol and testing,and recording the processing process and results into the big database.52022/12/13https:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htm6/64 As filed with the U.S.Securities and Exchange Commiss
55、ion on ,20224)Jade jewelry sales and circulation Combine with big data analysis for jadeite pricing;A third-party quality inspection agency intervenes to carry out quality inspection and supervision;Delivered to 1000 Maos jade stores chain terminals for sales;Sales through Maos jade online mall;Prom
56、ote sales through new media platforms such as TikTok;Sales through various exhibitions and other channels;Promote and sell through private customization mode.Industry background 1)Industry chain description Definition of jade industry:Generally speaking,it is the general term for the organizational
57、structure system of units or individuals engaged in the production andservice of jade related properties.Deep cognitive jade industry definition,to predict and guide the jade industry prospects,guide the direction of industry investment isessential.China is a large country of jadeite production,has
58、a relatively complete layout of the industry chain,jadeite industry scale ranks first in the world.The development ofthe jadeite industry has driven the development of the jadeite industry,Chinas jadeite industry has a large scale,has formed a more complete industrial chain layout.Chinas jadeite ind
59、ustry chain involved in the main body constantly enriched,the industrial ecology gradually robust.Through the analysis of jade industry chain,westudy the upstream and downstream users,services and services of the industry chain.Through content introduction,data statistics,event analysis,summary over
60、viewand other text to describe the industry.The upstream market players of the industry chain are the suppliers of the jadeite industry,and the large enterprises in theupstream of the industry chain have a strong say in the midstream.Competition in the jadeite industry is fierce,industry concentrati
61、on is not high,the industrys leadingenterprises have a strong voice both upstream and downstream.The downstream of the industry chain includes the jadeite industry products consumption place andconsumption terminal,consumption place mainly for distributors at all levels,retail stores and e-commerce
62、platform.Affected by the relevant policies,jadeite industry market size compound annual growth rate will be slightly reduced,but people have a continuous demand for jadeiteindustry,and companies continue to adjust business to cope with the new market environment,the next five years the industry mark
63、et size will still grow steadily,isexpected to compound annual growth rate of about 7.5%.Jadeite industry market analysis:rapid market growth,broad development prospects,rapid development to promote the jadeite industry market size.The current marketjade industry products have been up to hundreds of
64、 kinds,the industry competition is very fierce.2020,Chinas jade industry assets totaled 370.5 billion RMB,anincrease of 7.5%.The main business income 186.8 billion RMB;total profits amounted to 23.6 billion RMB.In recent years,in jadeite sales revenue,total profits,thesize of Chinas jade industry as
65、 a whole shows an upward trend.With the depth of industrial restructuring,domestic medium and high-end jadeite equipmentdevelopment faster,jadeite industry as a whole is running steadily.62022/12/13https:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htmhttps:/www.sec.gov/Archives/ed
66、gar/data/1949656/0000005/f1.htm7/64 As filed with the U.S.Securities and Exchange Commission on ,2022Jade industry development to good demand for pull and policy to promote Chinas jade industry market size to achieve sustained expansion,the future development ofthe industry continues to b
67、e good.Intelligent is the inevitable trend of the future development of the jadeite industry,is also an important feature of the development ofthe jadeite industry in recent years.Intelligent manufacturing-related technologies in the field continue to be vigorously promoted development.Digitalizatio
68、n can notonly improve the production efficiency of jade enterprises,increase its profitability,but also improve the level of information technology and integrated applications,toachieve the purpose of reduce staff,increase efficiency,improve quality and safety.High-end with the jade industry restruc
69、turing,transformation and upgradingprocess to accelerate the replacement of higher technology,stability and reliability of product demand will continue to stimulate the jade enterprises to improve the high-end manufacturing and high-end supply capabilities,prompting the development of jade enterpris
70、es to high-end direction.Product diversification diversification strategyrefers to the enterprise in order to occupy the market more and develop new markets,or to avoid the risk of operating a single business and selectively enter the newbusiness areas of the strategy.2)Industry data In 2010,Chinas
71、jewelry sales were 270 billion RMB.In 2011,Chinas jewelry sales of 380 billion RMB.In 2012,Chinas jewelry sales were 279.5 billion RMB.In 2013 Chinas jewelry sales 295.9 billion RMB.In 2014,Chinas jewelry sales 492 billion RMB.In 2015 Chinas jewelry sales 520 billion RMB.Due to the rise of the live
72、industry.In 2016,Chinas jewelry sales 665.4 billion RMB.In 2017,Chinas jewelry sales 677 billion RMB.In 2018,Chinas jewelry sales 696.5 billion RMB.In 2019,Chinas jewelry sales of 707.2 billion RMB.In 2020,due to the development of industry norms:Chinas jewelry sales 610 billion RMB.The above data i
73、ncludes gold jewelry sales data.In 2021 Chinas jewelry industry market recovery growth,jadeite products sales accounted for 13.9%of the jewelry industry.Among them,2021 Chinas jadeite onlinetransaction size of 250 billion yuan,an increase of 8.7%.From the jadeite market consumption,of which 2021 Chi
74、nas female jadeite market consumption accounted for72%.Chinas jadeite imports mostly,including Chinas imports of jadeite by other processing in 2021 amounted to 20762,204 carats,up 53.1%year-on-year;exports of jadeiteby other processing amounted to 358,034 carats,up 68%year-on-year.According to Chin
75、a Customs data,Chinas imports of jadeite by other processing amounted to US$1022147262 in 2021;exports of jadeite by other processing amountedto US$64368,down 93.6%year-on-year.The most imported jadeite by other processing in China in 2021 is 12,883,441 carats from Myanmar;the most exported jadeite
76、by other processing in China is 203,526carats from Hong Kong,China.The above data is from China Jewelry Associations China Jadeite Industry Consumption White Paper.72022/12/13https:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1949656/000194
77、965622000005/f1.htm8/64 As filed with the U.S.Securities and Exchange Commission on ,20223)Industry points The jade industry lacks a unified standard of recognition,jade can not be standardized definition,whether it is the pricing of jade or a process from raw materials todesign to process,there is
78、no a unified industry standard,which is not only the jade market,it is a common problem of all jewelry market.In addition,jadeite is difficult to realize,the industry has too many substandard,fake phenomenon,resulting in the lack of consumer confidence to buy,thus greatlyincreasing the cost of sales
79、,from consumers to the industry business,whether it is the raw material side,or the production and processing side,the design side,the salesside,are in urgent need of a more convincing industry standards out.And Maos jade,just to solve this pain point,through the establishment of rigorous,programmed
80、,reliable database,from each link of each process labor participants,tothe difficulty of obtaining raw materials,the preciousness of raw materials,everything can be gradually integrated in the huge database a set of more persuasivestandards,and has enough data to support,enough to lead the entire in
81、dustry.4)The main consumer of the product or service Jade industry covers a large scale of the population,services and service users account for a high proportion,the market size is huge,market sales are tight,service usagesurge,compound growth rate is oddly high,the market size and demand is very l
82、arge.Jade market demand crowd size of 150 million people or more,low price jadeiteproducts more and more consumer body tends to young fashion crowd.High-end jadeite and collection value increases,the main customers are high net worth people,entrepreneurs and private large customers.5)The main reason
83、 why consumers buy the product or service With the improvement of jadeite jewelry design art and life quality,peoples pursuit of quality of life is also getting higher and higher,jadeite artwork diversity andpersonalization has become a part of the public necessary to repair jewelry and quality of l
84、ife.High-end customers not only value the aesthetic role of jadeite and theembodiment of high-quality high-grade life,but also value the value of jadeite appreciation and collection of value-added space.(6)The companys current position in the industry and the target position The company currently ha
85、s a senior and authoritative team of expert consultants and high-end design team,has a perfect and sufficient jadeite jewelry supply chainsystem,equipped with a professional operation elite team,has the experience of digital operation and the basic platform,and join hands with the upstream anddownst
86、ream of the industry chain to form the jadeite alliance,and is currently in the industry with absolute comprehensive advantages and superb operationalcapabilities in the leading position.The companys future goal is to build a high-end jadeite jewelry industry chain platform with digitalization,techn
87、ology and innovation as the core,and to become theleading brand enterprise in the international ecosphere of jadeite industry.82022/12/13https:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htm9/64 As filed with
88、the U.S.Securities and Exchange Commission on ,20226)Industry forecast(next three years)A/Industry facing reshuffle:Due to the huge impact of the new crown epidemic on the economy,all industries are facing reshuffle of resources,so the jade industryalso entered the reshuffle period.Downstream enterp
89、rises lack of core technology.Investment and financing is mainly focused on the mainstream resource-basedenterprises and comprehensive operational capacity of the jade industry.B/standardization trend integration:jade industry standardization and customization boundaries are broken,the future tends
90、to integrate.Standardization plus micro-customization of the product strategy,effective balance between the operational level of enterprises and consumer demand level contradictions let consumers haveenough certainty,but also have enough flexibility.C/industry platform function transformation:jade i
91、ndustry big data application makes the actual operation and construction empowerment way deep involvement,making the platform from a simple flow supply entrance into the tool supply,technology supply,worker supply mode.D/focus on user experience:Chinas consumer upgrade forced the jade industry to im
92、prove the quality of service,user demand from access to company informationand docking with the company smoothly transformed into a more experience-oriented focus on the actual results,to meet user needs,to provide personalized customizedservices,become the new direction of development of the jade i
93、ndustry.Industry in the process of products and services,with perfect content production,channel construction,commercialization of landing and other levels of collaboration.Further industry synergy and integration in the future is conducive to improving the competitiveness of the industry and promot
94、ing the continued positive developmentof the line.7)Market forecast Affected by the relevant policies,jade industry market size compound annual growth rate will be slightly reduced,but people have continuous demand for jade industry,and companies continue to adjust business to respond to the new mar
95、ket environment,the next five years the industry market size will still grow steadily,is expected tocompound annual growth rate of about 7.5%.Rapid market growth,broad development prospects,rapid development to promote the jade industry market size.Thecurrent market jade industry products have been
96、up to hundreds of kinds,the industry competition is very fierce.2020,Chinas jade industry assets totaled 370.5 billionyuan,an increase of 7.5%.The main business income 186.8 billion yuan;total profits amounted to 23.6 billion yuan.In recent years,in jadeite sales revenue,totalprofits,the size of Chi
97、nas jade industry as a whole shows an upward trend.With the depth of industrial restructuring,domestic medium and high-end jadeite equipmentdevelopment faster,jadeite industry as a whole is running steadily.In the future development of the market,jade industry will gradually usher in the opportunity
98、 forrapid growth.The company will expand Maos jade jewelry store chain of a thousand stores,based on the traditional cultural roots and rich jade jewelry artwork project,relying on themaster art resources of Maos jade platform,the main product cost-effective consumer artwork route,so that the master
99、 jade jewelry artwork into thousands ofhouseholds.The platform will create a domestic innovative OSO super supply chain digital technology system,through high-tech technology,rich jadeite jewelry cultural industryresources,new media marketing platform,private ordering and empowerment business circle
100、,capital tools and other forms of channels for online and offline promotion,to reach the famous enterprises,capital,supply chain,banks,high-end private large customers,members and other mutual diversion,cross-border empowerment jadeiteculture,consensus jadeite standards,enhance the value of jadeite
101、culture and accelerate the circulation of jadeite.92022/12/13https:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htm10/64 As filed with the U.S.Securities and Exchange Commission on ,2022HONG KONG MAOS JEWELRY I
102、NVESTMENT GROUP LIMITED is a Chinese jadeite jade jewelry and decorations,artwork manufacturers,processors,wholesalers,retailers,and at the same time is Chinas jadeite jade culture connotation enrichment,is the promotion of jadeite culture upgrade art marketing company,both physical products,but als
103、o comes with the cultural connotation of cultural products,the company will be culture and jadeite jade bundle,so as to achieve the art ofThe company bundles culture and jadeite jade,thus realizing the art of physical display,and the cultural value of the material to realize.The company has the core
104、 resources of the whole industry chain,based on art design digitalization,product processing digitalization,scene trading digitalization,for theindustry professional exhibition,forum sharing,resource matching,cooperation platform,digital trading full range of services,to create the whole industry ch
105、ain of jadejewelry ecosystem.Our Challenge 1)Our history is limited Mao Shi Jade Jewelry International Investment Ltd.was established in Hong Kong on November 9,2011,as a jewelry company that has not operated for decades orcenturies,we still have a big gap compared to many companies with a long hist
106、ory and rich resources,and our current achievements certainly correspond to our growthyears have been a lot of achievements,but we still need to work hard to those who have more years of accumulation.We still need to work hard to be on par withcompanies with more years of experience.2)The competitio
107、n in the industry is relatively fierce We not only have to compete with the main jadeite companies,we can say that all jewelry industry companies are our competitors,including CHOW TAI FOOK,TSL,Chow Sang Sang,LUKFOOK JEWELLERY,3DG Jewellery,KING FOOK HOLDINGS LIMITED,KING LUK FOOK JEWELLERY,justgold
108、,MaBelle,DiamondLink and other strong players,which is both a challenge and an opportunity for us,the industry More competitors represent the maturity of the industry,but alsorepresents the correctness of our chosen track,we are confident to face such challenges.3)Retention of management personnel O
109、ur success depends to a large extent on the efforts and capabilities of our senior management and key personnel.Competition for qualified executives and keypersonnel is intense.Although we maintain non-competition and non-disclosure covenants with many of our key personnel and we have employment agr
110、eements withkey personnel,all of our employees are at-will employees.The loss of the services of one or more key employees,or the inability to hire,train and retain other keypersonnel,could delay the development and sale of our products and disrupt our business and affect our ability to execute our
111、business plan.4)War,terrorism or other unknown and unexpected events Involvement in war or other military operations or acts of terrorism could cause significant disruptions to global commerce.If such disruption results in(i)delays orcancellations of customer orders,(ii)a general decrease in consume
112、r spending,(iii)our inability to effectively market and distribute our products,or(iv)our inability toaccess capital markets,our business,results of operations,financial condition and prospects could be materially and adversely affected.We cannot predict whetherinvolvement in a war or other military
113、 action would result in any long-term business disruption or whether such involvement or response would have any long-termmaterial adverse effect on our business,results of operations,financial condition or prospects.102022/12/13https:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.ht
114、mhttps:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htm11/64 As filed with the U.S.Securities and Exchange Commission on ,2022(5)The use of social media and influencers may have a material adverse effect on our reputation We sell through Maos Jade online mall;we promote sales throu
115、gh new media platforms such as TikTok;we sell through various display exhibitions and other channels;we promote sales through the private custom model.Each sales channel corresponds to each channel of consumers,which also means that we will be subject to thecommon supervision of all our consumer gro
116、ups,need to strictly control the quality and products to prevent the emergence of bad reviews of us,and at the same time toprevent the malicious smear from the water army of peers,need us to have better public relations handling as well as response means.5)Corporate Social Responsibility Many factor
117、s affect our reputation and brand value,including stakeholder perceptions and the industries in which we do business.Our business faces increasing scrutinyrelated to environmental,social and governance activities,and our reputation and brand value could be damaged if we fail to act responsibly or co
118、mply with regulatoryrequirements in many areas(such as safety and security,environmental management and sustainability,supply chain management,climate change,diversity,humanrights,philanthropy and support for local communities).6)Keeping up with the times in production and sales processes Our produc
119、tion methods should face the challenges of the new era,whether it is the instruments used for processing,the software used by our designers for design,oreven the adoption of intelligent voice services on the sales side as needed,all our processes should follow the progress of the times and make chan
120、ges to keep up withthe pace of the times,for this reason we do not hesitate to spend resources on researching relevant technologies and products,as well as exploring channels with relevantTo do so,we spend resources on researching relevant technologies and products,as well as exploring channels with
121、 relevant products to achieve a more stableproduction line and sales chain,so as to keep up with the development of the times.7)The management process should be more modern As our enterprise is getting bigger and bigger,we are constantly exploring the optimization of the management mode in the proce
122、ss of growth,not only a transition andrealization from offline management to online management,but also in order to further our goal,our platform will also use the big data of each process we haveaccumulated to train our employees,so that they can make progress in the process of being managed,realiz
123、e their personal value and In order to further our goals,ourplatform will also use the big data we have accumulated for each process to train our employees,so that they can improve in the process of being managed,achieve theirpersonal values and goals,and make our company more efficient.Company hist
124、ory and structure Mao Shi Jade Jewelry International Investment Ltd.was established in Hong Kong on November 9,2011.The company has now set up more than 20 jadeite jewelryalliance partners in 9 important cities in China,including Hong Kong,Taiwan,Macau,Shanghai,Beijing,Kunming,Suzhou,Hangzhou,Wuxi,e
125、tc.It has alsoestablished innovative digital intelligence supply chain(service center)bases in Shenzhen,Jieyang,Sihui,Ruili,etc.,and has formed a professional advisory group withmore than 100 domestic and foreign jewelry and jade experts and professors to provide the companys development think-tank
126、services.112022/12/13https:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htm12/64 As filed with the U.S.Securities and Exchange Commission on ,2022Implications of Being an Emerging Growth Company As a company wi
127、th less than US$1.07 billion in revenue for our last fiscal year,we qualify as an“emerging growth company”pursuant to the Jumpstart Our BusinessStartups Act of 2012,or the JOBS Act.An emerging growth company may take advantage of specified reduced reporting and other requirements compared to those t
128、hatare otherwise applicable generally to public companies.These provisions include,but are not limited to:Being permitted to present only two years of audited financial statements and only two years of related Managements Discussion and Analysis of Financial Conditionand Results of Operations in our
129、 SEC filings;Not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;Reduced disclosure obligations regarding executive compensation in periodic reports,proxy statements and registration statements;andExemptions from the requirements of holding
130、 a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments notpreviously approved.The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that apriva
131、te company is otherwise required to comply with such new or revised accounting standards.We have elected to use the extended transition period under the JOBSAct.Accordingly,our financial statements may not be comparable to the financial statements of public companies that comply with such new or rev
132、ised accountingstandards.We will remain an emerging growth company until the earliest of(a)the last day of the fiscal year during which we have total annual gross revenues of at leastUS$1.07 billion;(b)the last day of our fiscal year following the fifth anniversary of the completion of this offering
133、;(c)the date on which we have,during the precedingthree-year period,issued more than US$1.0 billion in non-convertible debt;or(d)the date on which we are deemed to be a“large accelerated filer”under the SecuritiesExchange Act of 1934,as amended,or the Exchange Act,which would occur as of the end of
134、our fiscal year if the market value of our Ordinary Shares that are held bynon-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter.Once we cease to be an emerging growthcompany,we will not be entitled to the exemptions provided in the JO
135、BS Act discussed above.The Offerings Issuer Mao Shi Jade Jewelry International Investment Ltd.Securities Being Offered Ordinary Shares(or Ordinary Shares if the underwriters exercise their over-allotmentoption in full),par value US$0.0001 per share,on a firm commitment basis Offering Price We expect
136、 that the initial public offering price will be between US$10.00 per Ordinary Share.122022/12/13https:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htm13/64 As filed with the U.S.Securities and Exchange Commissi
137、on on ,2022Ordinary Shares Outstanding ImmediatelyBefore This Offering Ordinary Shares Ordinary Shares Outstanding ImmediatelyAfter This Offering Ordinary Shares(or Ordinary Shares if the underwriters exercise their option topurchase additional Ordinary Shares in full).Voting Rights Each Ordinary Sh
138、are is entitled to one vote.Ordinary Shares are not convertible.Option to Purchase Additional OrdinaryShares We have granted to the underwriters an option,exercisable within 60 days from the effective date of thisprospectus,to purchase up to an additional Ordinary Shares.Use of Proceeds We plan to u
139、se the net proceeds we receive from this offering for(i)R&D and patent application of jadeiteseries products(ii)Jointly build the jadeite alliance public base(iii)Big data center exhibition,partialproduct processing and sales expansion site construction(iv)Technical system upgrade of themall(v)Merge
140、r and acquisition of jadeite gem mine.See“Use of Proceeds”for additional information.Proposed Nasdaq Trading Symbol and Listing We plan to apply to list our Ordinary Shares on the Nasdaq Capital Market under the symbol“MSFC”This offering is contingent upon us listing our Ordinary Shares on Nasdaq Ca
141、pital Market or anothernational exchange.No assurance can be given that such listing will be approved or that a liquid tradingmarket will develop for our Ordinary Shares.Lock-up Our directors,executive officers,and shareholder who own 5%or more of the outstanding OrdinaryShares intended agreed with
142、the underwriters not to offer for sale,issue,sell,contract to sell,pledge orotherwise dispose of any of our Ordinary Shares or securities convertible into Ordinary Shares for aperiod of 6 months commencing on the date of this prospectus.The Company is also prohibited fromconducting offerings during
143、this period and from re-pricing or changing the terms of existing options andwarrants.See“Underwriting”for additional information.Transfer Agent Risk factors See“Risk Factors”for a discussion of risks you should carefully consider before investing in our OrdinaryShares.Implications of Being a Foreig
144、n Private IssuerWe are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934,as amended(the“Exchange Act”).As such,we are exemptfrom certain provisions applicable to United States domestic public companies.For example:We are not required to provide as man
145、y Exchange Act reports,or as frequently,as a domestic public company;132022/12/13https:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htm14/64 As filed with the U.S.Securities and Exchange Commission on ,2022For
146、interim reporting,we are permitted to comply solely with our home country requirements,which are less rigorous than the rules that apply to domestic publiccompanies;We are not required to provide the same level of disclosure on certain issues,such as executive compensation;We are exempt from provisi
147、ons of Regulation FD aimed at preventing issuers from making selective disclosures of material information;We are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents,or authorizations in respect of a security registeredunder the Exchange Act;a
148、ndWe are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities andestablishing insider liability for profits realized from any“short-swing”trading transaction.Implications of Being a Controlled Company Con
149、trolled companies are exempt from the majority of independent director requirements.Controlled companies are subject to an exemption from Nasdaq standardsrequiring that the board of a listed company consist of a majority of independent directors within one year of the listing date.Public Companies t
150、hat qualify as a“Controlled Company”with securities listed on the Nasdaq Stock Market(Nasdaq),must comply with the exchanges continuedlisting standards to maintain their listings.Nasdaq has adopted qualitative listing standards.Companies that do not comply with these corporate governancerequirements
151、 may lose their listing status.Under the Nasdaq rules,a“controlled company”is a company with more than 50%of its voting power held by a singleperson,entity or group.Under Nasdaq rules,a controlled company is exempt from certain corporate governance requirements including:The requirement that a major
152、ity of the board of directors consist of independent directors;The requirement that a listed company have a nominating and governance committee that is composed entirely of independent directors with a written charter addressingthe committees purpose and responsibilities;The requirement that a liste
153、d company have a compensation committee that is composed entirely of independent directors with a written charter addressing thecommittees purpose and responsibilities;andThe requirement for an annual performance evaluation of the nominating and governance committee and compensation committee.Contro
154、lled companies must still comply with the exchanges other corporate governance standards.These include having an audit committee and the special meetings ofindependent or non-management directors.Upon the completion of this offering,our Controlling Shareholder will beneficially own of our total issu
155、ed and outstanding Ordinary Shares,representing%of the totalvoting power,assuming that the underwriters do not exercise their over-allotment option,or of our total issued and outstanding Ordinary Shares,representing%of thetotal voting power,assuming that the over-allotment option is exercised in ful
156、l.As a result,we will be a“controlled company”as defined under Nasdaq Listing Rule5615(c)because our Controlling Shareholder will hold more than 50%of the voting power for the election of directors.As a“controlled company,”we are permitted toelect not to comply with certain corporate governance requ
157、irements.We do not plan to rely on these exemptions,but we may elect to do so after we complete thisoffering.142022/12/13https:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htm15/64 As filed with the U.S.Securit
158、ies and Exchange Commission on ,2022Our Pre-IPO Prior to the IPO,we will raise an additional RMB 200,000,000 in Pre-IPO capital at a valuation of RMB 1,000,000,000,which will result in a total valuation of RMB1,200,000,000.The Pre-IPO funds raised will be used to strengthen the companys anti-risk ca
159、pability and improve its international competitiveness.Corporate Information Our principal executive offices are located at Floor 6,Liancheng Union Building,1005 Chunfeng Road,Luohu District,Shenzhen,Guangdong,Peoples Republic ofChina 518001.EXCHANGE RATE INFORMATION Our business is primarily conduc
160、ted in China,and the financial records of our subsidiaries in China are maintained in RMB,their functional currency.However,we usethe U.S.dollar as our reporting and functional currency;therefore,reports made to shareholders will include current period amounts translated into U.S.dollars using theth
161、en-current exchange rates,for the convenience of the readers.Our consolidated financial statements will be translated into U.S.dollars in accordance with ASC Topic830,“Foreign Currency Matters.”The financial information is first prepared in RMB and then is translated into U.S.dollars at period-end e
162、xchange rates as to assets andliabilities and average exchange rates as to statements of income.Equity accounts are translated at their historical exchange rates when the equity transactions occurred.Translation adjustments resulting from this process are included in accumulated other comprehensive
163、loss.Transaction gains and losses that arise from exchange ratefluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.We make no representation that any RMB or U.S.dollar amounts could have been,or could be,conv
164、erted into U.S.dollars or RMB,as the case may be,at any particularrate,or at all.The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchangeand through restrictions on foreign trade.With respect to amounts not
165、 recorded in our consolidated financial statements included elsewhere in this prospectus,unless otherwise stated,all translations from RMBto U.S.dollars were made at RMB 6.3726 to$1.00,the noon buying rate on December 30,2021,as set forth in the H.10 statistical release of the Board of Governors oft
166、he Federal Reserve System.OFFERINGSBelow is a summary of the terms of the offering:Issuer Mao Shi Jade Jewelry International Investment Ltd.Securities Being Offered Ordinary Shares(or Ordinary Shares if the underwriters exercise their over-allotment option infull),par value US$0.0001 per share,on a
167、firm commitment basis Offering Price We expect that the initial public offering price will be US$5.00 per Ordinary Share.Ordinary Shares Outstanding ImmediatelyBefore This Offering Ordinary Shares 152022/12/13https:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htmhttps:/www.sec.gov/
168、Archives/edgar/data/1949656/0000005/f1.htm16/64 As filed with the U.S.Securities and Exchange Commission on ,2022Ordinary Shares Outstanding ImmediatelyAfter This Offering Ordinary Shares(or Ordinary Shares if the underwriters exercise their option to purchaseadditional Ordinary Shares in
169、 full).Voting Rights Each Ordinary Share is entitled to one vote.Ordinary Shares are not convertible.Use of Proceeds We plan to use the net proceeds we receive from this offering for(i)R&D and patent application of jadeite seriesproducts(ii)Jointly build the jadeite alliance public base(iii)Big data
170、 center exhibition,partial productprocessing and sales expansion site construction(iv)Technical system upgrade of the mall(v)Merger andacquisition of jadeite gem mine.See“Use of Proceeds”for additional information.Proposed Nasdaq Trading Symbol and Listing We plan to apply to list our Ordinary Share
171、s on the Nasdaq Capital Market under the symbol“MSFC”Thisoffering is contingent upon us listing our Ordinary Shares on Nasdaq Capital Market or another nationalexchange.No assurance can be given that such listing will be approved or that a liquid trading market willdevelop for our Ordinary Shares.Lo
172、ck-up Our directors,executive officers,and shareholder who own 5%or more of the outstanding Ordinary Sharesintended agreed with the underwriters not to offer for sale,issue,sell,contract to sell,pledge or otherwisedispose of any of our Ordinary Shares or securities convertible into Ordinary Shares f
173、or a period of 6months commencing on the date of this prospectus.The Company is also prohibited from conducting offeringsduring this period and from re-pricing or changing the terms of existing options and warrants.See“Underwriting”for additional information.Transfer Agent Risk factors See“Risk Fact
174、ors”for a discussion of risks you should carefully consider before investing in our OrdinaryShares.RISK FACTORS Investing in our common stock is highly risky.Before making an investment decision,you should consider and carefully read all of the risks and uncertainties describedbelow,and other inform
175、ation contained in this prospectus,including our consolidated financial statements and relevant instructions appearing elsewhere in thisprospectus.The risks described below are not the only risks that we face.Any of the following risks,or additional risks and uncertainties that we do not currently k
176、nowof,or that we currently consider unimportant,may have a material adverse impact on our business,financial position,or operating performance.In this case,the tradingprice of our common stock may fall,and you may lose some or all of your original investment.Risk associated with our business and ind
177、ustry We have developed rapidly in recent years,and we have limited operating experience under the current scale of operation.If we cannot effectively manage our growth,our brand,corporate culture and financial performance may be affected.162022/12/13https:/www.sec.gov/Archives/edgar/data/1949656/00
178、00005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htm17/64 As filed with the U.S.Securities and Exchange Commission on ,2022We have grown rapidly over the past few years,and our recent growth rate and financial performance should not be seen as indicators of
179、 our future performance.Inorder to effectively manage and leverage our growth,we must continue to expand our sales and marketing,focus on innovative product and website development,andupgrade our management information systems.Our continued growth is and may strain our existing resources in the past
180、 and in the future,and we may encounterongoing operational difficulties in managing our operations in numerous jurisdictions,including difficulties in recruiting,training,and managing a fragmented andgrowing staff base.Failure to expand and sustain our corporate culture through growth may undermine
181、our future success,including our ability to retain and recruitpeople and to effectively focus on and pursue our corporate goals.The design-oriented,well-sourced premium jewelry industry is growing rapidly and may not grow as we expect.Even if our net sales continue to grow,our future netsales growth
182、 rate is likely to decline by a variety of factors,including macroeconomic factors,changes in supply and supply chains,changes in consumer preferences,increased competition,and the maturity of our business.Therefore,you should not rely on our net sales growth rate in any previous period as an indica
183、tor of our futureperformance.The overall growth in our net sales will depend on many factors,including our ability to:Effectively price our products and services so that we can attract new customers and expand our relationships with existing customers;Accurately forecast our net sales and plan our o
184、perating expenses;Successfully compete with other companies that currently or future may enter our competitive markets and respond to the developments of these competitors,such aspricing changes and the launch of new products and services;Comply with existing and new laws and regulations applicable
185、to our business;Successfully expand existing markets and into new markets,including new regions and categories;Successfully launch new products and enhance our products and services and their capabilities,including responding to new trends or competitive dynamics or customerneeds or preferences;Succ
186、essfully identify and acquire or invest in a business,product,or technology that we believe can complement or expand our business;Avoid interruption or interruption in the distribution of our products and services;Natural or laboratory-bred jade supply may lead to a decline in jade prices;Provide cu
187、stomers with high-quality support to meet their needs;Hire,integrate,and retain talented sales,customer service,and other personnel;Effectively manage the growth of our business,personnel,and operations,including the opening of new showrooms;Effectively manage the costs related to our business and o
188、perations;Maintain and enhance our reputation and brand value.Given the limited history of operating our business on a current scale,it is difficult to assess our current business and future prospects,including our ability to plan andsimulate future growth.Our limited operating experience on this sc
189、ale,combined with the rapidly evolving nature of the markets where we sell products and services,the enormous uncertainty about how these markets evolve,and other economic factors beyond our control,reduces our ability to accurately predict quarterly or annualrevenue.Failure to effectively manage ou
190、r future growth may adversely affect our business,financial position and operating performance.Increasing costs,delivery times,supply shortages and supply changes in Emerald,other gemstones and precious metals may disrupt our business and adversely affectour operations,financial position and perform
191、ance.Meeting customer needs depends in part on our ability to obtain timely and adequate material delivery for our products and services.The materials used to manufactureour products and services come from a limited number of suppliers who are expected to adhere to our strict supplier code of conduc
192、t and compliance requirements.Furthermore,our natural emerald is particularly constrained by these operators following internationally recognized labour,trade and environmental standards.Similarly,our fine jewelry such as gold and silver is made of precious metals.Limited market supply poses a chall
193、enge to the sources of recycled precious metals,andwe have no long-term arrangements with most material suppliers,and supply chain disruptions,such as because the COVID-19 pandemic may affect the availability andcost of precious metals,jadeite,and other materials used in our products.Therefore,we fa
194、ce the risk of shortsupply of these materials and long length of delivery,andour suppliers disdown or modifying the materials used in our products.172022/12/13https:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.
195、htm18/64 As filed with the U.S.Securities and Exchange Commission on ,2022In addition,the long delivery times associated with certain materials may hinder or exclude rapid changes in design,quantity,and delivery schedule.Our ability to meetdemand growth has been and may in the future be affected by
196、our dependence on material availability.We may encounter supply shortages in the past and future,and thepredictability of the availability of these materials may be limited.If the supply of these materials is short or interrupted,we may not be able to develop alternativesources in a timely or cost-e
197、ffective manner.Developing alternative sources of supply for these materials can be time-consuming,difficult,and costly,and we may notbe able to purchase them on our acceptable terms,or not at all,which may undermine our ability to complete our orders in a timely manner.Any interruption or delay int
198、he supply of these parts or materials or the inability to obtain these materials from other sources at a reasonable time will compromise our ability to deliver products toour customers in a timely manner.Moreover,the volatile economic situation may make it more likely that our suppliers and logistic
199、s suppliers will fail to deliver supplies promptly or at all,and there is noguarantee that we can find alternative suppliers of comparable quality in time at an acceptable price.Furthermore,international supply chains may be affected by eventsbeyond our control,and may limit our ability to purchase
200、supplies or finished products and services in a timely manner.Imports and exports involve more risks,becausesince at least early 2018,the U.S.and several foreign leaders have increased their rhetoric about imposing tariffs on foreign imports of certain materials,being in somecases accompanied by leg
201、islative or administrative action.Some of the materials used to manufacture our products are sourced internationally.The COVID-19pandemic,which we have seen,and may continue to see,increased congestion or new import and export restrictions implemented in the ports on which our businessrelies.In some
202、 cases,we have had to run our supply chain at increased costs to ensure alternative modes of transport(such as air transport)or the use of alternativeroutes.These tariffs have an impact on our material costs,and have the potential for a greater impact,depending on the outcome of the current trade ne
203、gotiations.Ourmaterial cost increase may have a significant impact on our gross margin.Loss to significant suppliers,increased material costs or delays or interruption in materialdelivery may adversely affect our ability to generate future net sales and earnings and adversely affect our business,fin
204、ancial position and operating performance.If we fail to convert our existing customers into repeat customers or acquire new customers in a cost-effective way,our business,financial position,andoperating performance will be compromised.The growth of our business depends on our ability to continue to
205、grow by cost-effectively transforming existing customers into repeat customers and adding newcustomers.While we believe that many of our customers come from word of mouth and other non-paid referrals,we expect to continue to spend resources and launchmarketing campaigns to capture more customers,all
206、 of which could affect our overall profitability.If we fail to continue to expand or retain our customers,our net salesgrowth may be slower than expected or lower.Making the market open to e-commerce and omni-channel premium jewelry purchases is critical to our continued customer retention and growt
207、h.Historically,consumers have been slower to buy fine jewelry online,as compared to e-commerce products in other industries,such as consumer electronics and clothing.Turning theconsumer in-store experience into an online platform for premium jewelry is difficult because jewelry is often a well-thoug
208、ht-out high-value purchase that consumerslike to see and touch with themselves before purchasing.Changing traditional premium jewelry retail habits is difficult,and our business and operations may becompromised if consumers and retailers do not accept the transition to e-commerce and the all-channel
209、 premium jewelry retail experience we expect.Moreover,even ifmore and more consumers start buying premium jewelry online,we may encounter problems such as increased customer attrition rates if we fail to meet their changingneeds in time and predict or respond to market trends and new technologies.A
210、negative impact on our business and operating performance.182022/12/13https:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htm19/64 As filed with the U.S.Securities and Exchange Commission on ,2022Our ability to
211、attract new customers and increase net sales to existing customers also largely depends heavily on our ability to improve and improve existing productsand launch new products and services in a timely manner.We must also be able to identify and initiate trends,and promptly anticipate and respond to c
212、hangingconsumer demand.The success of new products and services depends on several factors,including timely rollout and completion,adequate demand,and cost-effectiveness.We are building and improving machine learning models and other technical capabilities to drive both the improved customer experie
213、nce and ouroperational efficiency,such as virtual fitting,virtual appointments with jewelry experts,optimized payment processing and customer service,and automated key supportworkflows.While we expect these technologies to improve our business and operational performance,including inventory forecast
214、ing and customer traffic forecastingand management,any defects or failures in such technologies can lead to our service disruption or delays,which could damage our business.Our number of customers may decline or fluctuate substantially due to many factors,including:Not satisfied with the quality,pri
215、cing,or changes of our products and services;The quality of our products and services,consumer appeal and price;Strong competition in the high-end jewelry retail industry,including the ability of certain competitors to offer lower prices without imposing a sales tax;Negative publicity related to our
216、 brand;Our business model lacks market recognition,especially in new areas where we seek to expand;orUnpredictability of the impact of the COVID-19 pandemic or future disease outbreaks or similar public health problems.Furthermore,our ability to attract and retain customers may be adversely affected
217、 if we fail to provide quality support or help solve problems.If the number of ourcustomers falls or fluctuates due to any of these or other reasons,our business will be affected.The COVID-19 pandemic has been and may continue to have a significant adverse impact on our business.The COVID-19 pandemi
218、c and the travel restrictions,quarantine,other and related public health measures and actions taken by the government and the private sectorhave adversely impacted globally.The economy,the financial markets,and the overall environment of our business,and the extent to which it may continue to affect
219、 our future operating performance andoverall financial performance,remain uncertain.Even after the pandemic fades,the pandemic could persist indefinitely.Our showrooms began closed to the public in March 2020 due to the pandemic and well the government and health authorities recommendations.We began
220、 reopeningour showrooms to the public in May 2020,and by the end of June 2020,we have completed the reopening of all of our showrooms.While we hope to be able tocontinue operations during the pandemic,our operations were and are still subject by local or regional public health orders,including tempo
221、rary closures with mandatorygovernment closures,that could affect our showrooms or other operations.Social distancing agreements,government-imposed occupancy restrictions,and generalconsumer behavior due to COVID-19 may continue to negatively affect showroom traffic,which may negatively affect our s
222、howroom sales.This negative impact can beexacerbated during rush hour periods such as the holiday shopping season.Furthermore,while we implement strict safety procedures in the reopened showrooms,thereis no guarantee that such procedures will be effective or deemed effective,and that any disease rel
223、ated to our showrooms or alleged virus related,whether accurate ornot,may negatively affect our reputation,operating results,and/or financial condition.The COVID-19 pandemic has also disrupted the companys global supply chainand could lead to additional operational disruptions,including increased pr
224、oduction and distribution costs and extended fulfillment times.For example,we face in 2020a government shutdown production capacity problems with producing a sufficient quantity of certain products,and disruptions in jewelry manufacturing and diamondand gem procurement,which could continue in 2022 a
225、nd beyond due to the pandemic.192022/12/13https:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htm20/64 As filed with the U.S.Securities and Exchange Commission on ,2022COVID-19 and the relevant Government respon
226、ses have had,and may continue to negatively affect,our financial position,business and operating performance becauseof some or all of the following events or circumstances:Limited showroom capacity,including limited in-store appointments;we and our third party suppliers,contract manufacturers,logist
227、ics suppliers and other businesspartners due to illness or reluctance to the workplace or stay-home regulations;Longer waiting times and delays in response to customer support queries and requests;Our inability to meet consumer needs and delay delivery to customers,which can also lead to damaged rep
228、utation and customer relationships;Due to long delivery lead and delivery arrangements,post-purchase order cancellation rates or consumer claims and litigation rates increase;Improve the return rate;Inventory shortages are due to difficult to accurately predict increased demand,longer delivery times
229、 and/or material shortages,work restrictions related to COVID-19,import and export conditions such as port congestion,and local government orders;Interruption in our product manufacturing(including procurement of key materials),transportation and delivery;for example,in some cases,our business partn
230、ers havetemporarily closed certain manufacturing facilities in a short time,especially in India,in response to COVID-19,which causes a longer performance time;We are unable to manage our business efficiently due to sick key employees,inefficient work from home,and the inability to travel to our show
231、rooms and distributioncenters;Operational disruption of our third-party suppliers,which may affect our ability to purchase materials at effective prices and in sufficient quantities;Leading to a significant increase in employee healthcare and welfare costs.The scope and duration of the pandemic,incl
232、uding the current resurgence in the United States and other parts of the world and the future,the speed of governmentderegulation or possible additional action to contain the virus,the impact on our customers and suppliers,the speed and extent of market recovery from the pandemicdamage,and the impac
233、t on our business will depend on future developments that are highly uncertain and not confidently predictable.Changes in economic conditionsand the measures taken by the Federal government and the Fed to respond to COVID-19 are likely that the pandemic could lead to higher inflation rates than weex
234、pected,which in turn could lead to increased costs of our products and services and other operating costs.Furthermore,COVID-19 may also exacerbate the manyother risks described here,if it has broader adverse effects on our operations and global economic conditions.While we believe that the long-term
235、 fundamentals of our business are robust and expect our operating results in the coming fiscal years to begin to reflect more normaloperating environments,the current economic and public health environment creates a high degree of uncertainty.Therefore,we will continue to watch this global healthcri
236、sis closely and will regularly and continuously reevaluate our strategy and operational structure as the situation evolves.For more details on the potential impact ofthe COVID-19 pandemic and related economic disruptions and the actual operational and financial impact we have experienced so far,see
237、Management Discussion andAnalysis of the Financial Position and Results of Operations.202022/12/13https:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htm21/64 As filed with the U.S.Securities and Exchange Commis
238、sion on ,2022The premium jewelry retail industry is highly competitive,and if we fail to compete successfully,our business may be adversely affected.We operate in a highly competitive industry.Our main competitors include global jewelry retailers and brands,department stores and independent stores,m
239、any of whichhave online businesses.In addition,other retail categories and forms of spending,such as electronics and tourism,are also competing for consumer discretionaryspending,especially during the holiday gift-giving season.The price of fine jewelry relative to other products will also affect co
240、nsumers consumption habits of finejewelry.Many of our competitors have more financial and operational resources,a longer operational history,higher brand awareness,and a wider geographic distribution thanus.Therefore,they may be able to conduct extensive and long-term price promotions or otherwise o
241、ffer competitive prices,which may adversely affect our business.They may also spend more money on advertising than we do.We may be at a major disadvantage compared to large competitors with larger economies of scale.If ourcosts are higher than our competitors,the pricing of our products and services
242、 may not be so attractive,thus inhibiting the sales or profitability of our products andservices.Our competitors may expand to the markets we currently operate and we are still vulnerable to the marketing capabilities and high level of recognition of thecustomers of these larger competitors and the
243、risk that these competitors or others may attract our customer base.Some of our competitors are vertically integrated andare also engaged in the manufacturing and distribution of responsible fine jewelry.These competitors can advantageously use this structure to better compete with us,and certain ve
244、rtically integrated organizations with significant market forces may use it to make it harder to compete.We purchase some of our products from rivalaffiliate suppliers.Furthermore,this combination of operations if any of our competitors are to compound these risks.Some of our competitors are vertica
245、lly integratedand are also engaged in the manufacturing and distribution of responsible fine jewelry.These competitors can advantageously use this structure to better compete withus,and certain vertically integrated organizations with significant market forces may use it to make it harder to compete
246、.We purchase some of our products from rivalaffiliate suppliers.Furthermore,this combination of operations if any of our competitors are to compound these risks.Some of our competitors are vertically integratedand are also engaged in the manufacturing and distribution of responsible fine jewelry.The
247、se competitors can advantageously use this structure to better compete withus,and certain vertically integrated organizations with significant market forces may use it to make it harder to compete.We purchase some of our products from rivalaffiliate suppliers.Furthermore,this combination of operatio
248、ns if any of our competitors are to compound these risks.We purchase some of our products from rivalaffiliate suppliers.Furthermore,this combination of operations if any of our competitors are to compound these risks.We purchase some of our products from rivalaffiliate suppliers.Furthermore,this com
249、bination of operations if any of our competitors are to compound these risks.We may not be able to continue successfully competing with existing or future competitors.Our inability to effectively respond to competitive pressures,improvedperformance from competitors,and changes in the retail market m
250、ay lead to lower market share and have a significant adverse impact on our business,financialposition,and operating performance.If we fail to successfully manage inventory balances and inventory reductions,our profitability and cash flow may be negatively impacted.Efficient inventory management is a
251、 key component of our business success and profitability.Our inventory management requires us to maintain the best combination ofproducts to meet customer needs.To succeed,we keep inventory low,while still maintaining adequate inventory levels in in-store and virtual environments to meetcustomer nee
252、ds,while not allowing these levels to increase to the extent that the cost of holding goods excessively affects our financial performance.We must maintainadequate inventory levels to ensure competitive delivery times to address the risk of outdated inventory due to changing customer demand,commodity
253、 pricefluctuations,changes in our product,product transfers,or the life cycle of our products.For example,due to government closures in response to COVID-19,we facecapacity problems when producing sufficient quantities of certain products in 2020,which may continue in 2022 and beyond.If our purchase
254、 and distribution decisionsdo not accurately predict overall or store-specific customer trends or consumption levels,or if we improperly price our products,we may have to take unexpected pricereductions and discounts to dispose of outdated or excess inventory or record potential write-downs related
255、to the value of an outdated or excess inventory.Conversely,if we underestimate the future demand for a particular product or do not respond quickly enough to supplement our best performing products,we may experienceinventory shortages of such products,which may cause unfinished orders,reduced net sa
256、les,and customer dissatisfaction.212022/12/13https:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htm22/64 As filed with the U.S.Securities and Exchange Commission on ,2022Maintaining adequate inventory requires
257、high attention and monitoring of market trends,local markets,the development of suppliers,and our distribution network,andwe are not sure if our inventory management will be effective.We are at risk of inventory loss or theft,and we may encounter higher inventory reduction rates orincreased security
258、 costs to combat inventory theft.Furthermore,any casualty or interruption to the facilities of us or third party suppliers may damage or destroy ourinventory located there.As we expand our business,it can be even harder to effectively manage our inventory.If we fail to successfully manage our invent
259、ory balances,it may have a significant adverse impact on our business,financial position and operating performance.If we fail to sustain and enhance our brand,our ability to attract or expand our customer base may be compromised,and our business,financial position,andoperating performance may be aff
260、ected.Maintaining and enhancing our reputation as a true,socially conscious,inclusive,and innovative company is essential to attracting and expanding our relationship withour customers.The successful promotion of our brand and the market awareness of our products and services will depend on many fac
261、tors,including our marketingefforts,the ability to continue to develop our products and services,and the ability to successfully differentiate between our products and the customer experience.Ourcompetitors.We expect to invest significant resources to promote and maintain our brand,but there is no g
262、uarantee that our brand development strategy will increase ourbrand awareness or lead to increased sales.The strength of our brand largely depends on our ability to deliver quality products,services and customer experience.Brandpromotion campaigns may not increase net sales,and even by doing so,the
263、increased net sales may not offset our expenses incurred in promoting and maintaining ourbrand and reputation.To protect our brand,we also spend significant resources to register and defend our trademarks,and to prevent others from using the same orbasically similar trademarks.Despite these efforts,
264、we may not always succeed in protecting our trademarks,and we may suffer from brand dilution,reputation loss,orother damage.If we work hard we also spend a lot of resources to register and defend our trademarks and prevent others from using the same or substantially similartrademarks.Despite these e
265、fforts,we may not always succeed in protecting our trademarks,and we may suffer from brand dilution,reputation loss,or other damage.Ifwe work hard we also spend a lot of resources to register and defend our trademarks and prevent others from using the same or substantially similar trademarks.Despite
266、 these efforts,we may not always succeed in protecting our trademarks,and we may suffer from brand dilution,reputation loss,or other damage.The results ofour operations and our ability to attract and attract customers,partners and employees may be adversely affected by failing to promote and maintai
267、n our brand in a cost-effective manner.Adverse advocacy of our brand or products,including perceived quality and security,customer service,or privacy practices,whether authentic or not,may also damageour reputation and reduce confidence and popularity in our products and services.Furthermore,negativ
268、e publicity associated with our major brands or associated withour third party suppliers,including any reputation issues arising from their failure to comply with applicable laws,including environmental law,may damage ourreputation,even if the publicity is not directly relevant to us.We may also adv
269、ersely affect our brand or reputation if industry organizations find that we do not meet,orno longer meet,our standards or membership standards.If we fail to successfully maintain,protect,and enhance our brand or maintain customer loyalty,or if we fail totry to maintain,protect,and enhance our brand
270、,we may not attract or increase customer engagement,and our business,financial position,and operating performancemay be affected.222022/12/13https:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htm23/64 As filed
271、with the U.S.Securities and Exchange Commission on ,2022Our marketing efforts to help develop our business may be ineffective,and failure to effectively develop and expand our sales and marketing capabilities maydamage our ability to increase our customer base and achieve a wider market acceptance a
272、ccept our ecomichannel shopping approach of fine jewelry.Increasing awareness of our products and services is important for our ability to develop our business,and the cost of attracting new customers can be high.Ourmarketing efforts include traditional media and online advertising,as well as third-
273、party social media platforms like Facebook,Twitter and Instagram,as marketingtools.As traditional advertising,online,and social media platforms continue to grow rapidly or become more competitive,we must continue to maintain our presence onthese platforms and build a presence on new or emerging popu
274、lar social media as well as advertising and marketing platforms.Many customers target our platform through Internet search engines(such as Google and Facebook)and advertising on social networking sites and online streamingservices.If our rankings are less visible or for any reason fail to appear in
275、the search results,visits to our site may drop significantly,and we may not be able to replacethis traffic.Search engines modify their algorithms from time to time to try to optimize their search results.If the search engines we use for algorithm lists modify theiralgorithms,we may appear less promi
276、nent or not present at all in the search results,which could cause less traffic to our site that we may not be able to replace.Inaddition,if the cost of search engine marketing services such as Google AdWords increases,we may generate additional marketing expenses,we may need to allocatemost of the
277、marketing spending to the channel,or we may be forced to try to replace it with another channel(if any,may not be available at a reasonable price),and ourbusiness,financial situation,business performance may be adversely affected.In addition,social media platforms,search engines,and video streaming
278、services maychange their advertising policies from time to time.Any changes to these policies that delay or prevent us from advertising through these channels could cause lesstraffic to our web sites and sales.If we fail to use these marketing tools cost-effectively,if we fail to promote our product
279、s and services effectively,or if our marketingcampaign draws negative media attention,our business,financial position,and operating performance may be affected.In addition,regulatory changes may limit the ability of search engines and social media platforms(including but not limited to Google and Fa
280、cebook)to collect datafrom users and participate in targeted ads,thus reducing their efficient ability to spread our ads to our goals.For example,but not limited to,Facebook,Google,andAmazon,including how user data generates net sales and what steps are taken to protect the data.If the costs of adve
281、rtising on the search engines and social mediaplatforms increase,we may generate additional marketing expenses or be required to allocate most of our marketing expenses to other channels,and our business andoperating performance may be adversely affected.Our ability to expand our marketing work larg
282、ely depends largely on our ability to expand our sales and marketing organizations.We plan to continue to expand oursales force in the United States and Canada,and may further expand internationally in the future.We also plan to devote significant resources to our sales and marketingprograms.All the
283、se efforts require significant financial and other resources,including channels and locations where we have limited experience to date.If we are unableto hire,nurture,integrate,and retain talented and effective sales people,or if our new and existing sales staff fail to achieve the expected level of
284、 productivity,we maynot be able to achieve the expected net sales growth for some time in a reasonable manner.Our e-commerce and omni-channel business face different risks,and our failure to successfully manage these risks may negatively affect our profitability.As e-commerce and omnichannel retaile
285、rs,we often encounter the risks and difficulties that Internet companies often encounter.The successful operation of our businessand our ability to provide an active shopping experience to generate orders and drive subsequent access depend on the efficient and uninterrupted operation of our orderrec
286、eiving and fulfillment operations.The risks associated with our e-commerce and omni-channel business include:232022/12/13https:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htm24/64 As filed with the U.S.Securit
287、ies and Exchange Commission on ,2022Uncertainty related to our website,including changes in the required technical interface,website downtime and other technical failures,costs and technical problemswhen we upgrade the website software,insufficient system capacity,computer viruses,human errors,secur
288、ity vulnerabilities,legal claims related to our websiteoperations and e-commerce performance;Internet service disruption or power outages;Relying on third parties to acquire computer hardware and software,and to deliver goods to our customers;Rapid technological change;Credit card or debit card frau
289、d and other payment processing-related issues;Changes in the applicable federal,state,and international regulations;Responsibility for online content;Cyber security and data privacy issues and regulation;andNatural disasters or bad weather conditions.In addition,we must keep up with competitive tech
290、nology trends,including the use of new or improved technologies,creative user interfaces,virtual and augmentedreality,and other e-commerce marketing tools,such as paid search and mobile apps(apps),which may increase our costs and may not increase sales or attractcustomers.Our competitors,some of whi
291、ch have more resources than ours,may also be able to benefit the technology from the changes in e-commerce,which couldhurt our competitive position.If we cannot truly and accurately understand product availability when our customers are ready to purchase,we can perform their ordersquickly and effect
292、ively to provide a convenient and consistent experience to our customers,whether the final sales channels or effectively manage our online sales,ourcompetitiveness,and our business performance may be adversely affected.SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forwar
293、d-looking statements that involve substantial risks and uncertainties.In some cases,you can identify forward-looking statements by thewords“may,”“might,”“will,”“could,”“would,”“should,”“expect,”“intend,”“plan,”“objective,”“anticipate,”“believe,”“estimate,”“predict,”“potential,”“continue”and“ongoing,
294、”or the negative of these terms,or other comparable terminology intended to identify statements about the future.These statements involve known andunknown risks,uncertainties and other important factors that may cause our actual results,levels of activity,performance or achievements to be materially
295、 different fromthe information expressed or implied by these forward-looking statements.The forward-looking statements and opinions contained in this prospectus are based uponinformation available to us as of the date of this prospectus and,while we believe such information forms a reasonable basis
296、for such statements,such information maybe limited or incomplete,and our statements should not be read to indicate that we have conducted an exhaustive inquiry into,or review of,all potentially availablerelevant information.Forward-looking statements include statements about:Our future financial per
297、formance,including our expectations regarding our revenue,cost of revenue,operating expenses,including capital expenditures related to asset-intensive offerings,our ability to determine reserves and our ability to achieve and maintain future profitability;Our ability to develop and market new produc
298、ts;The continued market acceptance of our products;The sufficiency of our cash,cash equivalents and investments to meet our liquidity needs;Our ability to manage operations-related risk;Our expectations and management of future growth;242022/12/13https:/www.sec.gov/Archives/edgar/data/1949656/000194
299、965622000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htm25/64 As filed with the U.S.Securities and Exchange Commission on ,2022Our expectations concerning relationships with third parties;The impact of COVID-19 on the Company;Our ability to maintain,protect and enh
300、ance our intellectual property;Our ability to successfully acquire and integrate companies and assets;The increased expenses associated with being a public company;Exposure to product liability and defect claims;Protection of our intellectual property rights;Changes in the laws that affect our opera
301、tions;Inflation and fluctuations in foreign currency exchange rates;Our ability to obtain all necessary government;Certifications,approvals,and/or licenses to conduct our business;Continued development of a public trading market for our securities;The cost of complying with current and future govern
302、mental regulations and the impact of any changes in the regulations on our operations;Managing our growth effectively;Fluctuations in operating results;Dependence on our senior management and key employees;andOther factors set forth under“Risk Factors”.We caution you that the foregoing list may not
303、contain all of the forward-looking statements made in this prospectus.You should not rely upon forward-looking statements as predictions of future events.We have based the forward-looking statements contained in this prospectusprimarily on our current expectations and projections about future events
304、 and trends that we believe may affect our business,financial condition,results of operationsand prospects.The outcome of the events described in these forward-looking statements is subject to risks,uncertainties and other factors,including those described inthe section titled“Risk Factors”and elsew
305、here in this prospectus.Moreover,we operate in a very competitive and rapidly changing environment.New risks anduncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statementscontained in this pro
306、spectus.We cannot assure you that the results,events and circumstances reflected in the forward-looking statements will be achieved or occur,andactual results,events or circumstances could differ materially from those described in the forward-looking statements.Neither we nor any other person assume
307、s responsibility for the accuracy and completeness of any of these forward-looking statements.Moreover,the forward-lookingstatements made in this prospectus relate only to events as of the date on which the statements are made.We undertake no obligation to update any forward-lookingstatements made i
308、n this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipatedevents,except as required by law.We may not actually achieve the plans,intentions or expectations disclosed in our forward-looking statements and you
309、 should notplace undue reliance on our forward-looking statements.Our forward-looking statements do not reflect the potential impact of any future acquisitions,mergers,dispositions,joint ventures or investments we may make.In addition,statements that“we believe”and similar statements reflect our bel
310、iefs and opinions on the relevant subject.These statements are based upon informationavailable to us as of the date of this prospectus,and while we believe such information forms a reasonable basis for such statements,such information may be limited orincomplete,and our statements should not be read
311、 to indicate that we have conducted an exhaustive inquiry into,or review of,all potentially available relevantinformation.These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.252022/12/13https:/www.sec.gov/Archives/edgar/data/1949656/00019496
312、5622000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htm26/64 As filed with the U.S.Securities and Exchange Commission on ,2022USE OF PROCEEDS We estimate that we will receive net proceeds from this offering of approximately$million after deducting estimated underwri
313、ting discounts and commissions and theestimated offering expenses payable by us and based upon an assumed initial offering price of$5.00 per ordinary share(excluding any exercise of the underwritersover-allotment option).A$increase(decrease)in the assumed initial public offering price of$5.00 per sh
314、are would increase(decrease)the net proceeds to us from this offering byapproximately$million,after deducting the estimated underwriting discounts and commissions and estimated aggregate offering expenses payable by us and assumingno change to the number of ordinary share offered by us as set forth
315、on the cover page of this prospectus,provided,however,that in no case would we decrease theinitial public offering price to less than$4.00 per share.Description of UseEstimated Amount of Net Proceeds(US$)PercentageR&D and patent application of jadeite series products 15%Jointly build the jadeite all
316、iance public base 10%Big data center exhibition,partial product processing and sales expansion site construction 8.5%Technical system upgrade of the mall 3%Merger and acquisition of jadeite gem mine 63.5%The foregoing represents our current intentions based upon our present plans and business condit
317、ions to use and allocate the net proceeds of this offering.Ourmanagement,however,will have some flexibility and discretion to apply the net proceeds of this offering.If an unforeseen event occurs or business conditions change,we may use the proceeds of this offering differently than as described in
318、this prospectus.To the extent that the net proceeds we receive from this offering are notimminently used for the above purposes,we intend to invest in short-term,interest-bearing bank deposits or debt instruments.The net proceeds from this offering must be remitted to China before we will be able to
319、 use the funds to grow our business.The procedure to remit funds may takeseveral months after completion of this offering,and we will be unable to use the offering proceeds in China until remittance is completed.See“Risk Factors”forfurther information.DIVIDEND POLICY We have never declared or paid a
320、ny cash dividends on our common stock,and we do not currently intend to pay any cash dividends on our common stock in theforeseeable future.We currently intend to retain all available funds and any future earnings to support operations and to finance the growth and development of our business.Any fu
321、ture determination to pay dividends will be made at the discretion of our board of directors,subject to applicable laws,and will depend upon,among otherfactors,our results of operations,financial condition,contractual restrictions,and capital requirements.262022/12/13https:/www.sec.gov/Archives/edga
322、r/data/1949656/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htm27/64 As filed with the U.S.Securities and Exchange Commission on ,2022From time to time,we may also enter into other loan or credit agreements or similar borrowing arrangements that may f
323、urther restrict our ability to declare or paydividends on our common stock.Our board of directors will have sole discretion in making any future determination to pay dividends,subject to applicable laws,takinginto account,among other factors,our results of operations,financial condition,contractual
324、restrictions,and capital requirements.CAPITALIZATION The following table sets forth our capitalization as of Dec 31,2021 as follows:On an actual basis;andOn an adjusted basis to reflect the sale of ordinary shares in this offering,at an assumed initial public offering price of$per share,after deduct
325、ing the underwritingdiscounts and commissions and estimated offering expenses payable by us.The adjustments reflected below are subject to change and are based upon available information and certain assumptions that we believe are reasonable.Totalshareholders equity and total capitalization followin
326、g the completion of this offering are subject to adjustment based on the actual initial public offering price and otherterms of this offering determined at pricing.You should read this capitalization table in conjunction with“Use of Proceeds,”“Summary Consolidated Financial andOperating Data,”“Manag
327、ements Discussion and Analysis of Financial Condition and Results of Operations”and the consolidated financial statements and the relatednotes appearing elsewhere in this prospectus.As of December 31,2021 Actual Pro Forma AsAdjustedShort term bank loans Shareholders Equity:Ordinary shares,US$0.0001
328、par value per share Additional paid-in capital(2)Subscription receivable Statutory reserve Retained earnings Accumulated other comprehensive loss Total shareholders equity Total capitalization 272022/12/13https:/www.sec.gov/Archives/edgar/data/1949656/0000005/f1.htmhttps:/www.sec.gov/Arch
329、ives/edgar/data/1949656/0000005/f1.htm28/64 As filed with the U.S.Securities and Exchange Commission on ,2022(1)Gives effect to the sale of Ordinary Shares in this offering at an assumed initial public offering price of$per share and reflects theapplication of the proceeds after deducting
330、 the underwriting discounts,non-accountable expense allowance and our estimated offering expenses.(2)Pro forma adjusted additional paid in capital reflects the net proceeds we expect to receive,after deducting underwriting discounts and non-accountable expenseallowance,and other expenses.We expect t
331、o receive net proceeds of approximately$($offering,less underwriting discounts of$,non-accountable expense allowance of$,accountable expenses of$and offering expenses of$).Each$1.00 increase(decrease)in the assumed initial public offering price of$5.00 per Ordinary Share would increase(decrease)the
332、pro forma as adjusted amount oftotal capitalization by$million,assuming that the number of Ordinary Shares offered by us,as set forth on the cover page of this prospectus,remains the same,and afterdeducting underwriting discounts,non-accountable expense allowance and estimated offering expenses paya
333、ble by us.An increase(decrease)of one million in thenumber of Ordinary Shares offered by us,as set forth on the cover page of this prospectus,would increase(decrease)the pro forma as adjusted amount of totalcapitalization by$million,assuming no change in the assumed initial public offering price per Ordinary Share as set forth on the cover page of this prospectus.DILUTION If you invest in our Ordi