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1、2022/12/13https:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htmhttps:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htm1/271F-1/A 1 ff12022a2_agiiplusinc.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange C
2、ommission on December 8,2022.Registration No.UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_AMENDMENT NO.2TOFORM F-1REGISTRATION STATEMENTUnderThe Securities Act of 1933_AGIIPLUS INC.(Exact name of Registrant as specified in its charter)_Not Applicable(Translation of R
3、egistrants name into English)Cayman Islands 7380 Not Applicable(State or other jurisdiction of incorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.Employer Identification Number)5th Floor,Distrii Center,Silver Court No.218 Xizang South Road,Huangpu District,Sh
4、anghai 200021Peoples Republic of ChinaTel:+86(21)2250-2249(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)_Puglisi&Associates850 Library Avenue,Suite 204Newark,Delaware 19711+1(302)738-6680(Name,address,including zip code,and telephone
5、number,including area code,of agent for service)_Copies to:Ying Li,Esq.Guillaume de Sampigny,Esq.Hunter Taubman Fischer&Li LLC 48 Wall Street,Suite 1100New York,NY 10005(212)530-2210 Fang Liu,Esq.VCL Law LLP1945 Old Gallows Road,Suite 630Vienna,VA 22182(703)919-7285_Approximate date of commencement
6、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 orcontinuous basis pursuant to Rule 415 under the Securities Act of 1933,or the Securities Act,checkthe
7、following box.If this Form is filed to register additional securities for an offering pursuant toRule 462(b)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering.If this Form is
8、a post-effective amendment filed pursuant to Rule 462(c)under the SecuritiesAct,check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462
9、(d)under the SecuritiesAct,check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined inRule 405 of the Securities Act of
10、 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance withU.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pu
11、rsuant toSection 7(a)(2)(B)of the Securities Act._ The term“new or revised financial accounting standard”refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.The Registrant hereby amends this registration statement on such
12、 date or dates asmay be necessary to delay its effective date until the Registrant shall file afurther amendment which specifically states that this registration statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act,asamended,or until the registration statem
13、ent shall become effective on such date asthe U.S.Securities and Exchange Commission,acting pursuant to said Section 8(a)maydetermine.2022/12/13https:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htmhttps:/www.sec.gov/Archives/edgar/data/1932470/0008408
14、/ff12022a2_agiiplusinc.htm2/271Table of ContentsThe information in this preliminary prospectus is not complete and may be changed.These securities may not be sold until the registration statement filed with theUnited States Securities and Exchange Commission is effective.This preliminaryprospectus i
15、s not an offer to sell nor does it seek an offer to buy these securitiesin any jurisdiction where the offer or sale is not permitted.SUBJECT TO COMPLETION,DATED DECEMBER 8,2022PRELIMINARY PROSPECTUS 8,700,000 Class A Ordinary SharesAGIIPLUS INC.This is an initial public offering of our Class A ordin
16、ary shares.We are offering on a firmcommitment basis our Class A ordinary shares,par value US$0.0001 per share.Prior to this offering,there has been no public market for our Class A ordinary shares.We expect the initial publicoffering price to be in the range of US$4.00 to US$5.00 per Class A ordina
17、ry share.We have reservedthe symbol“AGII”for purposes of listing our Class A ordinary shares on the Nasdaq Stock Market.At this time,the Nasdaq Stock Market has not yet approved our application to list our Class Aordinary shares.The closing of this offering is conditioned upon Nasdaqs final approval
18、 of ourlisting application,and there is no guarantee or assurance that our Class A ordinary shares will beapproved for listing on the Nasdaq Stock Market.Investing in our Class A ordinary shares involves a high degree of risk,including the risk of losing your entire investment.See“Risk Factors”begin
19、ning onpage 22 to read about factors you should consider before buying our Class A ordinaryshares.Our issued and outstanding share capital after this offering will consist of Class A ordinaryshares and Class B ordinary shares.Holders of Class A ordinary shares and Class B ordinary shareshave the sam
20、e rights except for voting,transfer and conversion rights.Each Class A ordinary shareis entitled to one vote,and each Class B ordinary share is entitled to fifteen votes and will beconvertible into one Class A ordinary share.Class A ordinary shares will not be convertible intoClass B ordinary shares
21、 under any circumstances.Upon the completion of this offering,we will be a“controlled company”as defined under the Nasdaq Listing Rules because Dr.Jing Hu,our founder,chief executive officer,and chairman of the board of directors,will hold,directly and indirectly,more than 50%of the voting power.We
22、are an“emerging growth company”as defined under applicable U.S.securities laws and areeligible for reduced public company reporting requirements.Please read the disclosures beginning onpage 14 of this prospectus for more information.AgiiPlus Inc.,or AgiiPlus,is not an operating company but a Cayman
23、Islands holding companywith operations conducted by its subsidiaries,including subsidiaries in China.Investors in oursecurities are not purchasing equity interests in AgiiPlus operating entities in China but insteadare purchasing equity interests in a Cayman Islands holding company.From August 16,20
24、21 to May 20,2022,AgiiPlus Inc.operated a portion of its business through contractual arrangements with avariable interest entity,or VIE,and the VIEs subsidiaries in China.The VIE structure was usedto replicate foreign investment in Chinese-based companies where Chinese law prohibits or restrictsdir
25、ect foreign investment in the operating companies.On May 20,2022,Tangtangjia BusinessConsulting Co.,Ltd.(“Tangtangjia Business Consulting”),a PRC subsidiary of AgiiPlus Inc.,terminated the contractual arrangements with Shanghai Tangtangjia Information Technology Co.,Ltd.,or the VIE,and AgiiPlus Inc.
26、unwound its VIE structure.After this transaction,the financialresults of the VIE and Shanghai Zhiban Internet of Things Technology Co.,Ltd.,or Shanghai Zhiban,a subsidiary of the VIE,are no longer consolidated into AgiiPlus consolidated financialstatements.During the period when the VIE arrangements
27、 were effective,Shanghai Zhiban held theInternet Content Provider License for the Maxoffice website and maintained the website,whereasAgiiPlus,through its subsidiaries,provided office leasing and enterprise services under the brand“Tangtang”through the Maxoffice website.After the unwinding of AgiiPl
28、us VIE arrangements,Shanghai Zhiban continues to maintain the Maxoffice website and hold its Internet Content ProviderLicense.On May 20,2022,Shanghai Huiying Real Estate Agency Co.,Ltd.(“Shanghai Huiying”),aPRC subsidiary of AgiiPlus,entered into a business cooperation agreement with Shanghai Zhiban
29、,pursuant to which Shanghai Zhiban agreed to provide website operations and maintenance services forthe Maxoffice website to Shanghai Huiying as a third-party service provider,and authorize AgiiPlusto advertise its services under Tangtang through publishing posts on the Maxoffice website.Underthe br
30、and“Tangtang,”AgiiPlus subsidiaries offer flexible workspaces leasing and enterpriseservices through digital platforms,including the Maxoffice website.In consideration,ShanghaiHuiying agreed to pay services fees actually incurred by Shanghai Zhiban on a monthly basis.Shanghai Huiying receives inform
31、ation about users and other website information in ShanghaiZhibans operations,including the operations of the Maxoffice website,and such information isshared with AgiiPlus and used in the operations of AgiiPlus.From June 2022 to September 2022,themonthly service fees paid by Shanghai Huiying to Shan
32、ghai Zhiban was approximately RMB300,000(US$47,077),and AgiiPlus expects the monthly service fees to remain relatively stable for theforeseeable future.(Prospectus cover continued from next page.)Per Share TotalInitial public offering price US$US$Underwriting discounts(1)US$US$Proceeds,before expens
33、es,to us(2)US$US$_(1)See“Underwriting”in this prospectus for more information regarding our arrangements withthe underwriter.(2)We expect our total cash expenses for this offering(including cash expenses payable to ourunderwriter for its out-of-pocket expenses)to be approximately US$865,810,exclusiv
34、e of theabove discounts.In addition,we will pay additional items of value in connection with this2022/12/13https:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htmhttps:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htm3/271offeri
35、ng that are viewed by the Financial Industry Regulatory Authority,or FINRA,asunderwriting compensation.These payments will further reduce proceeds available to us beforeexpenses.See“Underwriting.”This offering is being conducted on a firm commitment basis.The underwriter is obligated totake and pay
36、for all of the Class A ordinary shares if any such shares are taken.We have grantedthe underwriter an option for a period of 45 days after the closing of this offering to purchase upto 15%of the total number of the Class A ordinary shares to be offered by us pursuant to thisoffering(excluding Class
37、A ordinary shares subject to this option),solely for the purpose ofcovering over-allotments,at the public offering price less the underwriting discounts.If theunderwriter exercises the option in full and assuming that investors introduced by the underwriterwill purchase 100%of the shares offered her
38、eby,the total underwriting discounts payable will beUS$3,376,687.5 based on an assumed offering price of US$4.50 per Class A ordinary share,and thetotal gross proceeds to us,before underwriting discounts and expenses,will be US$45,022,500.The underwriter expects to deliver the Class A ordinary share
39、s against payment as set forthunder“Underwriting,”on or about ,2022.Neither the U.S.Securities and Exchange Commission nor any state securitiescommission nor any other regulatory body has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete.Anyrepresent
40、ation to the contrary is a criminal offense.US Tiger Securities,Inc.Prospectus dated ,2022.2022/12/13https:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htmhttps:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htm4/271Table of Con
41、tents(Prospectus cover continued from preceding page.)The business operations of AgiiPlus subsidiaries comprise of three main components,(i)workspace leasing services and ancillary enterprise services under the brand“Distrii,”(ii)spacedesign,construction and decoration solutions under the brand“Spac
42、ii,”and(iii)brokerage andenterprise services under the brand“Tangtang.”The Business Cooperation Agreement and theMaxoffice website relate to the business operations of AgiiPlus subsidiaries under the brand“Tangtang.”For the years ended December 31,2019,2020 and 2021 and the six months ended June 30,
43、2022,business operations under the brand“Tangtang”generated approximately 0.57%,2.07%,6.01%and 5.45%of AgiiPlus net revenue,respectively.As such,AgiiPlus believes that the vast majorityof its operations could be conducted without the Business Cooperation Agreement and it is notmaterially dependent u
44、pon information about users and other website information in ShanghaiZhibans and Maxoffices operations.Pursuant to the terms of the Business Cooperation Agreement,AgiiPlus may terminate the Business Cooperation Agreement upon notice to Shanghai Zhiban and doesnot need consent from either Shanghai Zh
45、iban or Maxoffice if AgiiPlus seeks to transition to anotherthird-party website services provider.After AgiiPlus unwound the VIE structure on May 20,2022,the financial results of the VIE andShanghai Zhiban are no longer consolidated into AgiiPlus consolidated financial statements.Duringthe fiscal ye
46、ars ended December 31,2019,2020 and 2021 and the six months ended June 30,2022,theVIE and Shanghai Zhiban generated approximately 0.57%,2.07%,6.01%and 0%of AgiiPlus netrevenue,respectively.As of the date of this prospectus,none of our employees or oursubsidiaries employees are also employees of the
47、VIE or Shanghai Zhiban,including Mr.Yong Ni.Asused in this prospectus,“VIE”refers to Shanghai Tangtangjia Information Technology Co.,Ltd,orTangtangjia Information Technology,and its subsidiaries,as the context requires.As used in thisprospectus,“We”or“AgiiPlus”refers to AgiiPlus Inc.,and,when descri
48、bing AgiiPlusconsolidated financial information for the six months ended June 30,2022 and the fiscal years endedDecember 31,2021,2020 and 2019,also includes AgiiPlus VIE and the VIEs subsidiaries in China.For details on AgiiPlus corporate structure,see“Corporate History and Structure.”AgiiPlus PRC s
49、ubsidiaries face various legal and operational risks and uncertainties relatedto doing business in China.AgiiPlus business operations are conducted in China through itssubsidiaries.From August 16,2021 to May 20,2022,AgiiPlus Inc.operated a portion of its businessthrough the VIE and the VIEs subsidia
50、ries in China.AgiiPlus VIE and the VIEs subsidiariesgenerated approximately 0.57%,2.07%,6.01%and 0%of AgiiPlus net revenue for the fiscal yearsended December 31,2019,2020 and 2021 and the six months ended June 30,2022,respectively.Approximately 0.14%,0.29%,0.31%and 0%of AgiiPlus assets were held by
51、AgiiPlus VIE and theVIEs subsidiaries for the fiscal years ended December 31,2019,2020 and 2021 and the six monthsended June 30,2022,respectively.As such,AgiiPlus PRC subsidiaries are subject to complex andevolving PRC laws and regulations.For instance,AgiiPlus PRC subsidiaries face risks associated
52、with regulatory approvals on offshore offerings,anti-monopoly regulatory actions,and oversight oncybersecurity and data privacy,as well as the ability for the Public Company Accounting OversightBoard(United States)(“PCAOB”)to inspect AgiiPlus auditors,which may impact the ability ofAgiiPlus subsidia
53、ries to conduct certain businesses,accept foreign investors,or list on aUnited States or foreign exchange after this public offering.These risks could result in a materialadverse change in AgiiPlus business operations and affect the value of our Class A ordinaryshares,significantly limit or hinder o
54、ur ability to offer or continue to offer securities toinvestors,or cause such securities to significantly decline in value or become worthless.For adetailed description of risks related to doing business in China,see“Risk Factors Risk FactorsRelating to Doing Business in China”in this prospectus.Agi
55、iPlus also may face risks relating to any lack of PCAOB inspection on its auditor,whichmay cause its securities to be delisted from a U.S.stock exchange or prohibited from being tradedover-the-counter in the future under the Holding Foreign Companies Accountable Act,if the PCAOB hasdetermined it is
56、unable to investigate AgiiPlus auditor completely for three consecutive yearsbeginning in 2021.The delisting or the cessation of trading of AgiiPlus securities,or the threatof their being delisted or prohibited from being traded,may materially and adversely affect thevalue of your investment.On June
57、 22,2021,the U.S.Senate passed the Accelerating Holding ForeignCompanies Accountable Act,which,if passed by the U.S.House of Representatives and signed intolaw,would reduce the period of time for foreign companies to comply with PCAOB audits to twoconsecutive years,instead of three,thus reducing the
58、 time period before our securities may beprohibited from trading or delisted.On December 16,2021,the PCAOB issued a report to notify theSEC of its determinations that it is unable to inspect or investigate completely registered publicaccounting firms headquartered in China and Hong Kong,respectively
59、,and identified the registeredpublic accounting firms in China and Hong Kong that are subject to such determinations.AgiiPlusauditor is headquartered in Houston,Texas and has been inspected by the PCAOB on a regular basisand is therefore not subject to the determinations announced by the PCAOB on De
60、cember 16,2021.However the audit work was carried out by AgiiPlus auditor with the collaboration of its China-based office,the audit working papers of AgiiPlus financial statements were located in China.OnAugust 26,2022,the China Securities Regulatory Commission(the“CSRC”),the Ministry of Financeof
61、the PRC(the“MOF”),and the PCAOB signed a Statement of Protocol(the“Protocol”),governinginspections and investigations of audit firms based in China and Hong Kong.Pursuant to the factsheet with respect to the Protocol disclosed by the SEC,the PCAOB shall have independent discretionto select any issue
62、r audits for inspection or investigation and has the unfettered ability totransfer information to the SEC.However,uncertainties still exist as to whether and how this newProtocol will be implemented and when the PCAOB reassesses its determinations by the end of 2022,itcould determine that it is stil
63、l unable to inspect and investigate completely audit firms based inChina and Hong Kong.In such event,the audit working papers of AgiiPlus financial statements maynot be inspected or investigated completely by the PCAOB without the approval of the PRCauthorities.See“Risk Factors Risk Factors Relating
64、 to AgiiPlus Business and Industry.”The cash flows between AgiiPlus and its subsidiaries,and between AgiiPlus VIE and theVIEs subsidiaries during the period when the VIE arrangements were effective,included thefollowing:(1)Shanghai Zhiban,a subsidiary of the VIE,received capital contribution from Sh
65、anghaiShuban Technology Co.,Ltd.,a subsidiary of AgiiPlus,in the amount of RMB2.8 million(US$0.42 million),RMB2.2 million(US$0.33 million)for the years ended December 31,2019 and 2020,respectively when Shanghai Zhiban was a wholly-owned subsidiary of Shanghai Shuban Technology Co.,Ltd.when these tra
66、nsfers were made.In September 2021,Shanghai Shuban Technology Co.,Ltd.transferred 100%of the equity interests in Shanghai Zhiban to the VIE.From September 2021 to thetermination of the VIE arrangements in May 2022,AgiiPlus and its subsidiaries did not make anycapital contributions to the VIE and its
67、 subsidiaries;(2)the subsidiaries of AgiiPlus VIEreceived cash from AgiiPlus subsidiaries in the amount of US$0,RMB7.5 million(US$1.12 million),RMB8.3 million(US$1.25 million),and RMB2 million(US$0.30 million)for the years endedDecember 31,2019,2020 and 2021,and in the period from January 1,2022 to
68、the termination of theVIE arrangements on May 20,2022,respectively,as intercompany loans;and(3)Shanghai FubanEnterprise Service Co.,Ltd.,a subsidiary of AgiiPlus,received cash in the amount of RMB14.4million(US$2.1 million)from Shanghai Zhiban in the period from January 1,2022 to the terminationof t
69、he VIE arrangements on May 20,2022.If needed,AgiiPlus Inc.can transfer cash to its PRC2022/12/13https:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htmhttps:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htm5/271subsidiaries thro
70、ugh loans and/or capital contributions,and AgiiPlus PRC subsidiaries cantransfer cash to AgiiPlus Inc.through issuing dividends or other distributions.Cash transfers fromour Cayman Islands holding company are subject to applicable PRC laws and regulations on loans anddirect investment.For details,se
71、e“Risk Factors Risk Factors Relating to Doing Business inChina PRC regulation of loans to and direct investment in PRC entities by offshore holdingcompanies and governmental control of currency conversion may delay us from using the proceeds ofthis public offering to make loans or additional capital
72、 contributions to AgiiPlus PRCsubsidiaries,which could materially and adversely affect AgiiPlus liquidity and AgiiPlusability to fund and expand AgiiPlus business”and“Use of Proceeds.”In addition,current PRCregulations permit our PRC subsidiaries to pay dividends to their respective shareholders onl
73、y outof their accumulated profits,if any,determined in accordance with PRC accounting standards andregulations.For details,see“Risk Factors Risk Factors Relating to Doing Business inChina AgiiPlus may rely on dividends and other distributions on equity paid by AgiiPlus PRCsubsidiaries to fund any ca
74、sh and financing requirements AgiiPlus may have,and any limitation onthe ability of AgiiPlus PRC subsidiaries to make payments to AgiiPlus could have a material andadverse effect on AgiiPlus ability to conduct its business.”AgiiPlus has not declared or paid dividends in the past,nor have any dividen
75、ds ordistributions been made by a subsidiary or the VIE to AgiiPlus.We do not intend to distributedividends after our listing on Nasdaq,but we do not have a fixed dividend policy.Our board ofdirectors has complete discretion on whether to distribute dividends,subject to applicable laws.Wedo not inte
76、nd to distribute earnings,and as of the date of this prospectus,no distribution orsettlement under the VIE agreements have been made,and no distribution has been made toU.S.investors.For details,see“Prospectus Summary Cash Transfers and Dividend Distribution.”For selected consolidated financial data
77、 of AgiiPlus,its subsidiaries,the VIE and the VIEssubsidiaries for the six months ended June 30,2022 and the fiscal years ended December 31,2021 and2020,and consolidated balance sheet data as of June 30,2022,December 31,2021 and 2020,pleasesee“Prospectus Summary Condensed Consolidating Schedule”on p
78、ages 17 through 18 of thisprospectus.For consolidated financial statements of AgiiPlus its subsidiaries,the VIE and theVIEs subsidiaries for the same periods,see pages F-2 to F-35 of this prospectus.See“RiskFactors Risk Factors Relating to Our Class A Ordinary Shares and This Offering We currently d
79、onot expect to pay dividends in the foreseeable future after this offering and you must rely on priceappreciation of our Class A ordinary shares for return on your investment.”Subject to certaincontractual,legal and regulatory restrictions,cash and capital contributions may be transferredamong our C
80、ayman Islands holding company and our subsidiaries.2022/12/13https:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htmhttps:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htm6/271Table of ContentsTABLE OF CONTENTS PagePROSPECTUS SU
81、MMARY 1RISK FACTORS 22SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 64USE OF PROCEEDS 66DIVIDEND POLICY 67CAPITALIZATION 68DILUTION 70ENFORCEABILITY OF CIVIL LIABILITIES 71CORPORATE HISTORY AND STRUCTURE 73MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS 76AGII
82、PLUS MARKET OPPORTUNITIES 97BUSINESS 103REGULATION 126MANAGEMENT 141PRINCIPAL SHAREHOLDERS 149RELATED PARTY TRANSACTIONS 152DESCRIPTION OF SHARE CAPITAL 165SHARES ELIGIBLE FOR FUTURE SALE 174TAXATION 176UNDERWRITING 184EXPENSES RELATING TO THIS OFFERING 188LEGAL MATTERS 189EXPERTS 189WHERE YOU CAN F
83、IND ADDITIONAL INFORMATION 189INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1You should rely on the information contained in this prospectus or in any relatedfree writing prospectus.We have not authorized anyone to provide you withinformation different from that contained in this prospectus or in any
84、 related freewriting prospectus.We are offering to sell,and seeking offers to buy the Class Aordinary shares,only in jurisdictions where offers and sales are permitted.Theinformation contained in this prospectus is accurate only as of the date of thisprospectus,regardless of the time of delivery of
85、this prospectus or of any sale ofthe Class A ordinary shares.Neither we nor the underwriter has taken any action to permit a public offeringof the Class A ordinary shares outside the United States or to permit the possessionor distribution of this prospectus or any filed free-writing prospectus outs
86、ide theUnited States.Persons outside the United States who come into possession of thisprospectus or any filed free writing prospectus must inform themselves about andobserve any restrictions relating to the offering of the Class A ordinary shares andthe distribution of this prospectus or any filed
87、free-writing prospectus outside theUnited States.Until ,2022(the 25th day after the date of this prospectus),alldealers that buy,sell or trade Class A ordinary shares,whether or notparticipating in this offering,may be required to deliver a prospectus.This is in addition to the dealers obligation to
88、 deliver a prospectuswhen acting as underwriters and with respect to their unsold allotments orsubscriptions.i2022/12/13https:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htmhttps:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.h
89、tm7/271Table of ContentsPROSPECTUS SUMMARYThe following summary is qualified in its entirety by,and should be read inconjunction with,the more detailed information and financial statements appearingelsewhere in this prospectus.In addition to this summary,we urge you to read theentire prospectus care
90、fully,especially the risks of investing in our Class Aordinary shares discussed under“Risk Factors,”before deciding whether to investour Class A ordinary shares.This prospectus contains information from an industryreport which we commissioned Frost&Sullivan(Beijing)Inc.,Shanghai Branch Co.(“Frost&Su
91、llivan”),a third-party independent research firm,to prepare.Werefer to this report as the Frost&Sullivan Report.About AgiiPlusAgiiPlus vision is to build the future of work and to connect businesses withtechnology,data,services,workspaces,and more.Through its subsidiaries,AgiiPlus is,according to th
92、e Frost&SullivanReport,one of the fastest-growing work solutions providers with a one-stopsolution capability in China and Singapore.By leveraging its proprietarytechnologies,AgiiPlus,through its subsidiaries,offers transformative integratedworking solutions to its customers,including brokerage and
93、enterprise services,customizable workspace renovations with smart building solutions,and high-qualityflexible workspaces with plug-in software and on-demand services.AgiiPlus has established an innovative business model called“SaaS Space&Software As A Solution,”which combines“Software As A Service”,
94、or SaaS,and“Space As A Service.”This business model relies on proprietary technology,SaaS-based systems,and high-quality physical workspaces to provide customers withintegrated work solutions for optimal work efficiency.Market OpportunityHistory has always been driven by social evolution and technol
95、ogicalinnovation,which also stimulates the progress in how businesses conduct theiroperations.The fourth industrial revolution,driven by new technologies such asInternet of Things,big data,5G,robotics and artificial intelligence,as well asthose sectors of an economy that produce or intensively use i
96、nnovative or newtechnologies(the“New Economy”)and the industries derived from these emergingtechnologies,are swiftly taking over the global economy.Companies adapt to fierce competition and rapidly evolving market demands byadjusting their business models to seize new business opportunities and to o
97、ptimizeperformance.By doing so,these companies are actively embracing industry changesand agilely transforming their organizational structure and management.Thesecompanies are also highly flexible with more advanced technological attributes,primarily focusing on developing their core businesses.They
98、 are willing tooutsource non-core business demands to third-parties,thus creating a surgingmarket demand for one-stop solutions that can dynamically meet ever-changingdemands and organizational structure over their business life cycles.According to the Frost&Sullivan Report,China has experienced dra
99、maticurbanization in the past three decades with the urbanization rate increasing fromapproximately 56.1%in 2015 to approximately 63.9%in 2020.In 2020,the number ofChinese cities with over one million in population reached 93,compared to 13 inNorth America and 38 in Europe.Urbanization has led to si
100、gnificant increase inurban population and white-collar workers in China.According to the Frost&Sullivan Report,urbanization rate in China is estimated to continue increasing inthe upcoming years and reach 70.0%in 2025.We believe that the increasingurbanization rate will maintain the vibrancy in citi
101、es and bring more opportunitiesto AgiiPlus in the work solution industry.OverviewAgiiPlus,through its subsidiaries,has created an integrated platformconnecting onsite workspaces and digital services through technology.Through itssubsidiaries,AgiiPlus offers office leasing and enterprise services und
102、er thebrand“Tangtang,”and,through its subsidiaries,AgiiPlus maintains Distrii app,the proprietary official app for workspace members,offering AgiiPlus workspacemembers a seamless experience beyond physical spaces with easy access to enterpriseservices offered by AgiiPlus subsidiaries.As of June 30,2
103、022,AgiiPlussubsidiaries had 38,807 enterprise customers and 377,108 digitally registeredmembers.12022/12/13https:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htmhttps:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htm8/271Table
104、 of ContentsFounded in 2016,AgiiPlus has established a network of workspaces in China andSingapore through its subsidiaries.Through Shanghai Distrii Technology DevelopmentCo.,Ltd.,a PRC subsidiary,AgiiPlus offers enterprise customers flexible andcost-effective space solutions in centrally located bu
105、siness districts in tier-oneand new tier-one cities in China and Singapore.As of June 30,2022,through itssubsidiaries,AgiiPlus maintained a network of 65 Distrii workspaces that coveredseven different cities,namely Shanghai,Beijing,Nanjing,Suzhou,Jinan andXiongan in China,and Singapore,with a total
106、managed area of about 259,654square meters(approximately 2.8 million square feet)and approximately 45,607workstations in total.In addition,AgiiPlus asset-light model offers design,build,management,andoperating services to landlords who bear the costs in building and launching newspaces.This asset-li
107、ght model allows AgiiPlus subsidiaries to economicallyexpand and scale up while enabling landlords to turn their spaces into revenue-generating properties backed by professional services offered by AgiiPlussubsidiaries and AgiiPlus brand image.As of June 30,2022,through itssubsidiaries,AgiiPlus had
108、six workspaces under the asset-light model,with a totalmanaged area of about 15,065 square meters(approximately 162,000 square feet)andapproximately 2,868 workstations available for members.With the support of a self-developed asset management system,communitymanagers in Distrii workspaces carry out
109、 daily operational work and provideservices to members in accordance with AgiiPlus internal Standard OperatingProcedure,or SOP.As of December 31,2021,the occupancy rate for all operatingDistrii workspaces was 82%,as compared to the industry average of 66%according toFrost and Sullivan.As of June 30,
110、2022,the occupancy rate for mature Distriiworkspaces,or workspaces that have been operating for more than one year sincethey were opened,achieved 80%,and the occupancy rate for all operating Distriiworkspaces was 75%.AgiiPlus subsidiaries,on their own and through qualified business partners,provide
111、a full range of enterprise services including administration support,finance,legal,and human resources related services,to their members.AgiiPlusreceives revenue by charging members for such enterprise services.In addition to its Distrii workspaces and related enterprise services,throughits subsidia
112、ries,AgiiPlus also provides a full suite of work solutions includingspace renovation and smart building solutions to a wider group of customers.Forinstance,through its Spacii team,AgiiPlus offers landlords one-stop solutions foroffice design,build and renovation projects.Furthermore,through itssubsi
113、diaries,AgiiPlus developed its proprietary smart building management systemadopting cutting-edge technologies including artificial intelligence,Internet ofThings and cloud technology,featuring user recognition,QR code scanning,visitorregistration and authorization,and smart elevators,which help enha
114、nce theefficiency and security of a workspace.Through its subsidiaries,AgiiPlus alsooffers real estate project consulting services,which we call Project Managerservices,including space design,market research,and construction,to real estateinvestors,and space maintenance services to landlords,which w
115、e call BuildingManager services.AgiiPlus total revenue increased by 29%from RMB356.7 million in 2020 toRMB459.2 million(US$68.6 million)in 2021,and further from RMB200.5 million inthe six months ended June 30,2021 to RMB256.9 million(US$38.4 million)in the sixmonths ended June 30,2022.The total numb
116、er of Distrii workspaces increased from48 as of December 31,2020 to 61 as of December 31,2021,and further to 65 as ofJune 30,2022.The growth of the work solution industry in China has beeninterrupted by the lockdowns and restrictive policies adopted in response to theCOVID-19 pandemic,especially in
117、2022.The occupancy rate of Distriis matureworkspaces was 87%as of December 31,2020,and 85%as of December 31,2021,butsubsequently dropped to 80%as of June 30,2022,and further to 75%as of September30,2022,due to the increasing COVID-19 cases and stricter restrictive policies inChina in 2022.The interm
118、ittent lockdowns and restrictive policies have not onlynegatively impacted the demand from customers in the short term,but also delayedthe refurbishment process for new workspaces due to strict COVID restrictionsimposed by the government.At the same time,the period it takes for us to leasenew worksp
119、aces to customers becomes longer on average,due to a softer customerdemand caused by the COVID-19 restrictions over businesses and the highly uncertaineconomic outlook.To address these challenges and uncertainties,AgiiPlus hasadopted active measures to mitigate the negative impact on its business op
120、erationsand financial condition,and cost saving is an important measure to sustain itsoperations.AgiiPlus cut approximately 18%of its headcount between April 30,2022and September 30,2022,in order to reduce fixed operating costs.Despite thisheadcount reduction,the number of key working team members a
121、nd management staffremained stable to ensure normal daily operations.On the revenue side,AgiiPlusstrategically focused on sales and occupancy rates.For existing customers,AgiiPlus offered discounted rates to encourage customers to renew their leases aswell as purchase additional enterprise services.
122、The discounts and attractiveoffers effectively helped stabilize the operations when the lockdown was lifted inJune 2022,with an approximate 74%lease renewal rate for Distrii workspaces inShanghai in June 2022.For new customers,AgiiPlus enhanced their marketingactivities through multiple channels,inc
123、reased commission rates to brokers,andoffered22022/12/13https:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htmhttps:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htm9/271Table of Contentsattractive rates and more flexible leasi
124、ng terms to bring in new customers.Atenant referral program was launched as well to offer incentives to existingcustomers who introduced friends and contacts to purchase AgiiPlus products andservices.The pandemic also made it harder to collect timely rents from bothexisting and new customers.AgiiPlu
125、s offered special discounts to customers willingto pay six months to one years rent upfront;these measures helped maintainAgiiPlus operating cash flow.However,in the 3rd quarter of 2022,the Chinesegovernment imposed more restrictions and tightened controls over travels andbusiness activities,which a
126、dded further pressure and uncertainty of AgiiPlusoverall business.See“Risk Factors Risk Factors Relating to AgiiPlus Businessand Industry AgiiPlus business has been and may continue to be adverselyaffected by the COVID-19 pandemic.”The following diagram illustrates the business model of AgiiPlussubs
127、idiaries:Competitive Strengths AgiiPlus operating subsidiaries are one of the fastest-growing worksolutions providers with a one-stop solution capability in China andSingapore,and AgiiPlus believes that its subsidiaries are well-positionedto grow their business and strengthen their market position a
128、s the worksolution industry in China and Singapore continues to expand.AgiiPlusintends to fund the business operations and expansion of its subsidiariesusing the proceeds from this offering.The short operating history ofAgiiPlus subsidiaries may not serve as an adequate basis for evaluatingAgiiPlus
129、prospects and future operating results.AgiiPlus subsidiarieshave encountered,and may continue to encounter,risks,challenges anduncertainties frequently experienced by companies at an early stage,andany failure to successfully address these risks,challenges anduncertainties may result in materially a
130、dverse impact on AgiiPlusbusiness,financial condition and results of operations;AgiiPlus operating subsidiaries have built an integrated platform systemconsisting of CHIPS system,an artificial intelligence-powered integratedbuilding management system and Distrii app,the proprietary official appfor w
131、orkspace members,and have been continuously investing in technologyto further improve these platforms,which we believe will furtherstrengthen their competitive advantage,enhance brand recognition,andattract more customers and business partners.AgiiPlus subsidiaries relyon its technology and digital
132、platforms for their business operations,andAgiiPlus expects its need for capital and other resources to increasesignificantly as it continues to invest in the upgrade of the existinginfrastructure and technology systems and the development of newtechnology and systems with greater efficiency and fea
133、tures that enableAgiiPlus subsidiaries to better serve the needs of their customers;AgiiPlus operating subsidiaries offer a wide range of workspacesolutions,including flexible workstations designed for freelancers andmicroenterprises,standard fully-furnished workspaces designed for SMEs,and customiz
134、able workspaces for large enterprises,and are committed tocontinue diversifying their offerings of enterprise services and othervalue-added services to their customers through cooperating with morebusiness partners and third-party service providers to bring even morevalue to their customers.The comp
135、rehensive flexible workspace solutionsAgiiPlus offers through its subsidiaries,on the other hand,32022/12/13https:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htmhttps:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htm10/271Tabl
136、e of Contentsalso present certain business risks and challenges for AgiiPlus and itssubsidiaries.Any failure to retain existing customers,bring newcustomers in adequate numbers,or otherwise maintain the occupancy ratesfor Distrii workspaces may materially and adversely affect the business ofAgiiPlus
137、 subsidiaries and AgiiPlus results of operations;AgiiPlus operating subsidiaries one-stop flexible workspace solutiontransforms old commercial properties into flexible workspaces throughcustomizable and smart office design,transformation and renovationservices offered by Spacii,with the help of big
138、data,Internet of Things,artificial intelligence and cutting-edge technologies to manage propertieswith lower material costs and labor costs as compared to the traditionalmanagement model,and increase management efficiency and profitability ofa property;and AgiiPlus operating subsidiaries have a visi
139、onary,innovative,andexperienced senior management team.Growth Strategies Expand business operations to additional geographic areas and furtherstrengthen the network of Distrii workspaces;Invest further in technology development to continuously improve thedigital platforms of AgiiPlus subsidiaries an
140、d enhance the operationalefficiency of Distrii workspaces;Expand the service offerings of the operating subsidiaries by leveragingthese entities technology infrastructure and workspace network;and Explore mergers and acquisition opportunities,including acquiring localflexible workspace brands with a
141、 strong regional presence,to strengthenits industry position and expand geographic coverage.AgiiPlus Company StructureAgiiPlus conducts its operations in China through its PRC subsidiaries.FromAugust 16,2021 to May 20,2022,AgiiPlus conducted a certain portion of itsoperations through the VIE and the
142、 VIEs subsidiaries.On May 20,2022,Tangtangjia Business Consulting terminated its VIE arrangements with the VIE andthe VIEs shareholders,and AgiiPlus unwound its VIE structure.After thistransaction,AgiiPlus no longer operates under a VIE structure and the financialresults of the VIE and Shanghai Zhib
143、an are no longer consolidated into AgiiPlusconsolidated financial statements.The use of the VIE structure was to comply with applicable PRC laws andregulations that prohibit or restrict foreign investment of companies involved ininternet content provider services,including value-added telecommunicat
144、ionsservices in China.AgiiPlus unwound the VIE structure in order to simplify itscorporate structure and be better prepared for its listing in the U.S.During theperiod when the VIE arrangements were effective,Shanghai Zhiban,a subsidiary ofthe VIE,held the Internet Content Provider License for the M
145、axoffice website andmaintained the website,whereas AgiiPlus,through its subsidiaries,provided officeleasing and enterprise services under the brand“Tangtang”through the Maxofficewebsite.After the unwinding of AgiiPlus VIE arrangements,Shanghai Zhibancontinues to maintain the Maxoffice website and ho
146、ld its Internet Content ProviderLicense.On May 20,2022,Shanghai Huiying,a PRC subsidiary of AgiiPlus,enteredinto a business cooperation agreement(the“Business Cooperation Agreement”)withShanghai Zhiban,pursuant to which Shanghai Zhiban agreed to provide websiteoperations and maintenance services for
147、 the Maxoffice website to Shanghai Huiyingas a third-party service provider,and authorize Shanghai Huiying to advertise itsservices under Tangtang through publishing posts on the Maxoffice website,inconsideration for which Shanghai Huiying agreed to pay Shanghai Zhiban servicesfees actually incurred
148、 by Shanghai Zhiban on a monthly basis.Shanghai Huiyingreceives information about users and other website information in ShanghaiZhibans operations,including the operations of the Maxoffice website,and suchinformation is shared with AgiiPlus and used in the operations of AgiiPlus.FromJune 2022 to Se
149、ptember 2022,the monthly service fees paid by Shanghai Huiying toShanghai Zhiban was approximately RMB300,000(US$44,789),and AgiiPlus expects themonthly service fees to remain relatively stable for the foreseeable future.Theinitial term of the Business Cooperation Agreement lasts for two years,and t
150、heagreement shall be automatically renewed for additional one-year terms unlesstimely objected by either party within five days prior to the expiration of theagreement.Under the brand“Tangtang,”AgiiPlus subsidiaries offer flexibleworkspaces leasing and enterprise services through digital platforms,i
151、ncluding theMaxoffice website.42022/12/13https:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htmhttps:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htm11/271Table of ContentsThe business operations of AgiiPlus subsidiaries compr
152、ise of three maincomponents,(i)workspace leasing services and ancillary enterprise services underthe brand“Distrii,”(ii)space design,construction and decoration solutionsunder the brand“Spacii,”and(iii)brokerage and enterprise services under thebrand“Tangtang.”The Business Cooperation Agreement and
153、the Maxoffice websiterelate to the business operations of AgiiPlus subsidiaries under the brand“Tangtang.”For the years ended December 31,2019,2020 and 2021 and the sixmonths ended June 30,2022,business operations under the brand“Tangtang”generated approximately 0.57%,2.07%,6.01%and 5.45%of AgiiPlus
154、 net revenue,respectively.As such,AgiiPlus believes that the vast majority of its operationscould be conducted without the Business Cooperation Agreement and it is notmaterially dependent upon information about users and other website information inShanghai Zhibans and Maxoffices operations.Pursuant
155、 to the terms of theBusiness Cooperation Agreement,AgiiPlus may terminate the Business CooperationAgreement upon notice to Shanghai Zhiban and does not need consent from eitherShanghai Zhiban or Maxoffice if AgiiPlus seeks to transition to another third-partywebsite services provider.After AgiiPlus
156、unwound the VIE corporate structure on May 20,2022,thefinancial results of the VIE and Shanghai Zhiban are no longer consolidated intoAgiiPlus consolidated financial statements.During the fiscal years endedDecember 31,2019,2020 and 2021 and the six months ended June 30,2022,the VIEand Shanghai Zhiba
157、n generated approximately 0%,0%,0.67%and 0%of AgiiPlus netrevenue,respectively.As of the date of this prospectus,none of our employees orour subsidiaries employees are also employees of the VIE or Shanghai Zhiban,including Mr.Yong Ni.As advised by our PRC counsel Han Kun Law Offices,as of the date o
158、f thisprospectus,the operations of AgiiPluss PRC subsidiaries are not subject to theforeign investment restrictions or prohibitions set forth in the“negative list”currently issued by the State Council and foreign investors are allowed to hold100%equity interests of AgiiPlus PRC subsidiaries.Therefor
159、e,we believe that asof the date of this prospectus,the operations of AgiiPlus PRC subsidiaries arenot restricted or limited by PRC laws and regulations for foreign investment.Whilethe current corporate structure is not a VIE structure and AgiiPlus has nointention to rely on a VIE structure in the PR
160、C in the future,if in the future thePRC laws and regulations were to change,and the PRC regulatory authorities were todisallow the VIE structure retroactively,it may result in an adverse change in ouroperations,and AgiiPlus Class A ordinary shares may decline significantly invalue.For details,see“Ri
161、sk Factors Risk Factors Relating to Doing Business inChina Substantial uncertainties exist with respect to the interpretation andimplementation of newly enacted PRC Foreign Investment Law and its ImplementationRules and how they may impact the viability of AgiiPlus current corporatestructure,corpora
162、te governance,and operations.”in this prospectus.AgiiPlus was regarded as the primary beneficiary of Tangtangjia InformationTechnology and its subsidiaries during the period when the VIE arrangements wereeffective.AgiiPlus treated them as its consolidated affiliated entities underU.S.GAAP,and has co
163、nsolidated the financial results of these entities in itsconsolidated financial statements in accordance with U.S.GAAP.The VIE and itssubsidiaries generated approximately 0.57%,2.07%,6.01%and 0%of AgiiPlus netrevenue for the fiscal years ended December 31,2019,2020 and 2021 and the sixmonths ended J
164、une 30,2022,respectively.Approximately 0.14%,0.29%,0.31%and 0%of AgiiPlus assets were held by AgiiPlus VIE and the VIEs subsidiaries for thefiscal years ended December 31,2019,2020 and 2021 and the six months ended June30,2022,respectively.After the unwinding of the VIE structure,assets held bythe V
165、IE and Shanghai Zhiban are no longer consolidated in AgiiPlus financialstatements.Under our dual-class capital structure,our shares are divided into Class A andClass B ordinary shares.Except for voting rights(each Class A ordinary shareshall entitle the holder thereof to one vote on all matters subj
166、ect to vote atgeneral meetings while each Class B ordinary share shall entitle the holder thereofto fifteen(15)votes on all matters subject to vote at general meetings)andconversion rights(each Class B ordinary share is convertible into one Class Aordinary share at any time by the holder thereof but
167、 Class A ordinary shares arenot convertible into Class B ordinary shares under any circumstances),Class A andClass B ordinary shares rank pari passu with one another and have the same rights,preferences,privileges,and restrictions.Although Class B ordinary shares havesuper voting power,any rights at
168、tached to Class A ordinary shares can only bevaried,modified or abrogated with the consent in writing of the holders of amajority of the issued Class A ordinary shares,or with the sanction of an OrdinaryResolution passed at a general meeting of the holders of Class A ordinary shares.Upon the complet
169、ion of this offering,the Class B shareholders will have theability to control matters requiring shareholder approval,including the electionof directors,amendment of organizational documents,and approval of majorcorporate transactions,such as a change in control,merger,consolidation,or saleof assets.
170、The capital structure and/or disparate voting rights may have anti-takeover effects preventing a change in control transaction that shareholders mightconsider in their best interest.Upon any sale,transfer,assignment or dispositionof Class B ordinary shares by a holder thereof to any person or entity
171、 which is notan affiliate of such holder,or upon a change of beneficial ownership of any ClassB ordinary shares as a result of52022/12/13https:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htmhttps:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff1202
172、2a2_agiiplusinc.htm12/271Table of Contentswhich any person who is not an affiliate of the registered holders of such ordinaryshares becomes a beneficial owner of such ordinary shares,such Class B ordinaryshare shall be automatically and immediately converted into an equal number ofClass A ordinary s
173、hares.Investors in AgiiPlus Class A ordinary shares are not purchasing equityinterest in AgiiPlus operating entities in China but instead are purchasingequity interest in a holding company incorporated in the Cayman Islands.The chartbelow summarizes AgiiPlus corporate structure and identifies its pr
174、incipalsubsidiaries as of the date of this prospectus._(1)Prior to February 2022,Shanghai Huiying Real Estate Agency Co.,Ltd.was a subsidiary ofShanghai Zhiban.In February 2022,through restructuring,Shanghai Huiying Real EstateAgency Co.,Ltd.became a subsidiary of Tangtangjia Business Consulting.(2)
175、Prior to February 2022,Shanghai Fuban Enterprise Service Co.,Ltd.was a subsidiary ofShanghai Zhiban.In February 2022,through restructuring,Shanghai Fuban Enterprise ServiceCo.,Ltd.became a subsidiary of Tangtangjia Business Consulting.Recent Regulatory DevelopmentsOn December 28,2021,13 government a
176、gencies,including the CyberspaceAdministration of China(“CAC”),the National Development and Reform Commission ofthe PRC(the“NDRC”),and the CSRC,jointly promulgated the Measures forCybersecurity Review,or the Cybersecurity Review Measures,which came into effecton February 15,2022 and replaced the ori
177、ginal Measures for Cybersecurity Reviewpromulgated on April 13,2020.The Cybersecurity Review Measures stipulate that ifan internet platform operator holding personal information of over one millionusers and intends to be listed in a foreign country,it must apply to theCybersecurity Review Office hou
178、sed in the CAC for cybersecurity review.Inaddition,the relevant governmental authorities in the PRC may initiatecybersecurity review if such governmental authorities determine that an operatorscyber products or services or data processing affect or may affect nationalsecurity.On November 14,2021,the
179、 CAC released the Regulations on the NetworkData Security(Draft for Comments)and accepted public comments until December 13,2021.The draft regulations provided that data processors refer to individuals ororganizations that autonomously determine the purpose and the manner of processingdata.If a data
180、 processor that processes personal data of more than one millionusers would like to list overseas,it shall apply for a cybersecurity reviewaccording to the draft regulations.Besides,data processors that are listedoverseas shall carry out an annual data security assessment and comply with therelevant
181、 reporting obligations.AgiiPlus currently does not hold personal information of over one millionusers,and therefore,AgiiPlus believes that it is not required to apply forcybersecurity review.However,AgiiPlus cannot rule out the possibility that thegovernment agencies may initiate cybersecurity revie
182、w on AgiiPlus at theirdiscretion.See“Risk Factors Risk Factors Relating to Doing Business inChina AgiiPlus subsidiaries may be liable for improper use or appropriation ofpersonal information provided by customers of these entities and any failure tocomply with PRC laws and regulations over data secu
183、rity could result in materiallyadverse impact on AgiiPlus business and results of operations.”On July 6,2021,the relevant PRC governmental authorities made public the“Opinions on Strictly Cracking Down Illegal Securities Activities in Accordancewith the Law.”These opinions emphasized the need to str
184、engthen the regulation ofillegal securities activities and the supervision of overseas listings by China-based companies and62022/12/13https:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htmhttps:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a
185、2_agiiplusinc.htm13/271Table of Contentsproposed to take effective measures,such as promoting the construction of relevantregulatory systems to deal with the risks and incidents faced by China-basedoverseas-listed companies.As these opinions are recently issued,official guidanceand related implement
186、ation rules have not been issued yet and the interpretation ofthese opinions remains unclear at this stage.In addition,on December 24,2021,the CSRC promulgated the Administrative Provisions of the State Council Regardingthe Overseas Issuance and Listing of Securities by Domestic Enterprises(Draft fo
187、rComments)and the Measures for the Overseas Issuance of Securities and ListingRecord-Filings by Domestic Enterprises(Draft for Comments),collectively,theDraft Overseas Listing Rules,which require a PRC domestic enterprise which intendsto complete a direct or indirect overseas issuance and listing of
188、 securities tocomplete the filing procedures with the CSRC within three working days after itsubmits its listing application,within three working days after it completes itsissuance of securities,and under certain other circumstances.In addition,anoverseas offering and listing of securities is prohi
189、bited under any of thefollowing circumstances:(i)if the intended securities offering and listing isprohibited under specific clauses in national laws and regulations and relevantprovisions;(ii)if the intended securities offering and listing in overseas marketmay constitute a threat to or endanger na
190、tional security as reviewed and determinedby competent authorities under the State Council in accordance with applicablelaws;(iii)if there are material ownership disputes over the equity,major assets,and core technology,etc.,of the issuer;(iv)if,in the past three years,thedomestic enterprise or its
191、controlling shareholders and actual controllers havecommitted corruption,bribery,embezzlement,misappropriation of property,or othercriminal offenses disruptive to the order of the socialist market economy,or arecurrently under judicial investigations for suspicion of criminal offenses or underinvest
192、igations for suspicion of major violations;(v)if,in the past three years,the directors,supervisors,or senior executives of the enterprise seeking overseasoffering and listing have been subject to administrative punishments for severeviolations,or are currently under judicial investigations for suspi
193、cion ofcriminal offenses or under investigations for suspicion of major violations;and(vi)under other circumstances as prescribed by the State Council.As of the date of this prospectus,the Draft Overseas Listing Rules werereleased for public comment only,and their implementation provisions andantici
194、pated adoption or effective date remain substantially uncertain and may besubject to change.See“Risk Factors Risk Factors Relating to Doing Business inChina The approval and/or other requirements of the CSRC or other PRCgovernmental authorities are not required in connection with this transaction un
195、derPRC rules,regulations or policies,and,if required,AgiiPlus cannot predictwhether or how soon it will be able to obtain such approval.”As of the date ofthis prospectus,AgiiPlus has not received any inquiry,notice,warning,orsanctions regarding offshore offering from the CSRC or any other PRC govern
196、mentalauthorities.Personal information collected by Shanghai Zhiban and shared with AgiiPlus andused in the operations of AgiiPlus is also likely to be deemed to be held byAgiiPlus under PRC laws and regulations.As of the date of this prospectus,AgiiPlus holds much less than one million users person
197、al information.Even ifpersonal information collected by Shanghai Zhiban and shared with AgiiPlus and usedin the operations of AgiiPlus is deemed to be held by AgiiPlus,the total number ofpersonal information held by AgiiPlus does not reach the threshold of one million,and the number of users whose p
198、ersonal information is held by AgiiPlus is stillunlikely to reach the threshold of one million within the upcoming two years.Theexisting PRC law and regulations does not explicitly require online platformoperators that have the personal information of more than one million users afterlisting to appl
199、y for cybersecurity review.However,the relevant governmentalauthorities in the PRC may initiate cybersecurity review if such governmentalauthorities determine that an operators cyber products or services or dataprocessing affect or may affect national security.As of the date of thisprospectus,AgiiPl
200、us has not been considered as an“operator of criticalinformation infrastructure”by competent authority,nor has AgiiPlus been informedby any PRC governmental authority of any requirement that AgiiPlus files for acybersecurity review.In addition,as of the date of this prospectus,the DraftOverseas List
201、ing Rules had been released for public comments only and the finalversion and effective date of such regulations are subject to change withsubstantial uncertainty.Based on the foregoing and the advice of our PRC counselHan Kun Law Offices,AgiiPlus believes that each of AgiiPlus and AgiiPlus PRCsubsi
202、diaries is currently not required to obtain any permission or approval fromthe CSRC or CAC for AgiiPlus to issue securities to foreign investors.As of thedate of this prospectus,none of AgiiPlus and its subsidiaries has received anynotice,warning or sanctions regarding our planned overseas listing f
203、rom the CSRCor any other PRC governmental authorities.However,there is no guarantee that thiswill continue to be the case in the future in relation to any future offerings ofAgiiPlus or the continued listing of AgiiPlus Class A ordinary shares on aU.S.securities exchange,or even in the event such pe
204、rmission or approval isrequired and obtained,it will not be subsequently revoked or rescinded.IfAgiiPlus does not receive or maintain the approvals,or we inadvertently concludethat such approvals are not required,or applicable laws,regulations,orinterpretations change such that AgiiPlus is required
205、to obtain approval in thefuture,AgiiPlus may be subject to an investigation by competent regulators,finesor penalties,or an order prohibiting AgiiPlus from72022/12/13https:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htmhttps:/www.sec.gov/Archives/edgar/data/1932
206、470/0008408/ff12022a2_agiiplusinc.htm14/271Table of Contentsconducting an offering,and these risks could result in a material adverse changein AgiiPlus operations and the value of AgiiPlus Class A ordinary shares,significantly limit or completely hinder AgiiPlus ability to offer or contin
207、ue tooffer securities to investors,or cause such securities to significantly decline invalue or become worthless.AgiiPlus has been closely monitoring the development inthe regulatory landscape in China,particularly regarding the requirement ofapprovals,including on a retrospective basis,from the CSR
208、C,the CAC or other PRCauthorities with respect to this offering or other procedures that may be imposedon AgiiPlus.The permissions and approvals AgiiPlus and its subsidiaries are required toobtain from Chinese authorities to operate its business include,but are notlimited to,business license,fire pr
209、evention as-built acceptance check and filingfor Distrii workspaces,Construction Enterprise Qualification Certificate,filingfor Real Estate Agent,and food operation license.Some of AgiiPlus subsidiarieshave not obtained certain approvals,licenses and permits that may be required forsome aspects of t
210、heir business operations.For details,see“Risk Factors RiskFactors Relating to Doing Business in China Any lack of requisite approvals,licenses or permits applicable to the business of AgiiPlus subsidiaries maymaterially adversely affect these entities business,financial condition andresults of opera
211、tions.”Cash Transfers and Dividend DistributionAgiiPlus conducts its business operations in China through its PRCsubsidiaries.If needed,AgiiPlus Inc.can transfer cash to its PRC subsidiariesthrough loans and/or capital contributions,and AgiiPlus PRC subsidiaries cantransfer cash to AgiiPlus Inc.thro
212、ugh issuing dividends or other distributions.During the period when the VIE arrangements were effective,the Company and itssubsidiaries were not able to make direct capital contributions to the VIE and theVIEs subsidiaries.However,the Company and its subsidiaries may transfer cash tothe VIE and/or t
213、he VIEs subsidiaries by loans or by making payments to the VIEand/or the VIEs subsidiaries as inter-group transactions.The cash flows between AgiiPlus and its subsidiaries,and between AgiiPlusVIE and the VIEs subsidiaries during the period when the VIE arrangements wereeffective,included the followi
214、ng:(1)Shanghai Zhiban Internet of ThingsTechnology Co.,Ltd.,or Shanghai Zhiban,a subsidiary of the VIE,received capitalcontribution from Shanghai Shuban Technology Co.,Ltd.,a subsidiary of AgiiPlus,in the amount of RMB2.8 million(US$0.42 million),RMB2.2 million(US$0.33 million)for the years ended De
215、cember 31,2019 and 2020,respectively when Shanghai Zhibanwas a wholly-owned subsidiary of Shanghai Shuban Technology Co.,Ltd.when thesetransfers were made.In September 2021,Shanghai Shuban Technology Co.,Ltd.transferred 100%of the equity interests in Shanghai Zhiban to the VIE.FromSeptember 2021 to
216、the termination of the VIE arrangements in May 2022,AgiiPlus andits subsidiaries did not make any capital contributions to the VIE and itssubsidiaries;(2)the subsidiaries of AgiiPlus VIE received cash from AgiiPlussubsidiaries in the amount of US$0,RMB7.5 million(US$1.12 million),RMB8.4 million(US$1
217、.25 million),and RMB2 million(US$0.30 million)for the yearsended December 31,2019,2020 and 2021 and in the period from January 1,2022 tothe termination of the VIE arrangements on May 20,2022,respectively,asintercompany loans;and(3)Shanghai Fuban Enterprise Service Co.,Ltd.,asubsidiary of AgiiPlus,re
218、ceived cash in the amount of RMB14.4 million(US$2.1million)from Shanghai Zhiban in the period from January 1,2022 to the terminationof the VIE arrangements on May 20,2022.Current PRC regulations permit AgiiPlus PRC subsidiaries to pay dividends totheir respective shareholders only out of their accum
219、ulated profits,if any,determined in accordance with PRC accounting standards and regulations.A PRCentity is required to set aside 10%of its after-tax profits to fund a statutoryreserve until such reserve reaches 50%of its registered capital if it distributesits after-tax profits for the current fina
220、ncial year.For details,see“RiskFactors Risk Factors Relating to Doing Business in China AgiiPlus may rely ondividends and other distributions on equity paid by AgiiPlus PRC subsidiaries tofund any cash and financing requirements AgiiPlus may have,and any limitation onthe ability of AgiiPlus PRC subs
221、idiaries to make payments to AgiiPlus could havea material and adverse effect on AgiiPlus ability to conduct its business.”Inaddition,cash transfers from AgiiPlus are subject to applicable PRC laws andregulations on loans and direct investment.For details,see“Risk Factors RiskFactors Relating to Doi
222、ng Business in China PRC regulation of loans to anddirect investment in PRC entities by offshore holding companies and governmentalcontrol of currency conversion may delay us from using the proceeds of this publicoffering to make loans or additional capital contributions to AgiiPlus PRCsubsidiaries,
223、which could materially and adversely affect AgiiPlus liquidity andAgiiPlus ability to fund and expand AgiiPlus business.”In addition,the PRC government imposes controls on the convertibility of theRenminbi into foreign currencies and,in certain cases,the remittance of currencyout of China.AgiiPlus r
224、eceives a significant portion of its revenues in Renminbi.Under AgiiPlus current corporate structure,AgiiPlus may rely on dividendpayments from AgiiPlus82022/12/13https:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htmhttps:/www.sec.gov/Archives/edgar/data/1932470
225、/0008408/ff12022a2_agiiplusinc.htm15/271Table of ContentsPRC subsidiaries to fund any cash and financing requirements it may have.Underexisting PRC foreign exchange regulations,payments of current account items,including profit distributions,interest payments and trade and service-related
226、foreign exchange transactions,can be made in foreign currencies without priorapproval of State Administration of Foreign Exchange,or SAFE,by complying withcertain procedural requirements.However,approval from or registration withappropriate government authorities is required where Renminbi is to be
227、convertedinto foreign currency and remitted out of China to pay capital expenses such as therepayment of loans denominated in foreign currencies.As a result,AgiiPlus needsto obtain SAFE approval to use cash generated from the operations of AgiiPlus PRCsubsidiaries to pay off their respective debt in
228、 a currency other than Renminbiowed to entities outside China,or to make other capital expenditure paymentsoutside China in a currency other than Renminbi.If the foreign exchange controlsystem prevents AgiiPlus from obtaining sufficient foreign currencies to satisfyAgiiPlus foreign currency demands,
229、AgiiPlus may not be able to pay dividends inforeign currencies to its shareholders,including holders of AgiiPlus Class Aordinary shares.See“Risk Factors Risk Factors Relating to Doing Business inChina Governmental control of currency conversion may limit AgiiPlus ability toutilize its revenues effec
230、tively and affect the value of your investment.”AgiiPlus has not declared or paid dividends in the past,nor have any dividendsor distributions been made by a subsidiary or the VIE to AgiiPlus.AgiiPlus doesnot intend to distribute dividends after this public offering,but AgiiPlus doesnot have a fixed
231、 dividend policy,and whether or not AgiiPlus actually distributesdividends at all is at the discretion of its board of directors.AgiiPlus boardof directors has complete discretion on whether to distribute dividends,subject toapplicable laws.AgiiPlus does not intend to distribute earnings,and as of t
232、hedate of this prospectus,no settlement under the VIE contractual arrangements hasbeen made,and no distribution has been made to U.S.investors.U.S.investors willnot be subject to Cayman Islands,PRC,or Singapore taxation on dividenddistributions,and no withholding will be required on the payment of d
233、ividends ordistributions to them,while they may be subject to U.S.federal income tax forreceiving dividends,to the extent that the distribution is paid out of AgiiPluscurrent or accumulated earnings and profits,as determined under U.S.federalincome tax principles.See“Taxation Material U.S.Federal In
234、come TaxConsequences.”For restrictions and limitations on our ability to distribute earnings toAgiiPlus and investors,SAFE Circular 19 launched a nationwide reform of theadministration of the settlement of the foreign exchange capitals of foreigninvested enterprises under PRC law,or FIEs,and allows
235、FIEs to settle theirforeign exchange capital at their discretion,but continues to prohibit FIEs fromusing the Renminbi fund converted from their foreign exchange capital forexpenditure beyond their business scopes,providing entrusted loans or repayingloans between nonfinancial enterprises.The SAFE i
236、ssued the Circular on Reformingand Regulating Policies on the Control over Foreign Exchange Settlement of CapitalAccounts,or SAFE Circular 16,effective in June 2016.Pursuant to SAFE Circular16,enterprises registered in China may also convert their foreign debts fromforeign currency to Renminbi on a
237、self-discretionary basis.SAFE Circular 16provides an integrated standard for conversion of foreign exchange under capitalaccount items(including but not limited to foreign currency capital and foreigndebts)on a self-discretionary basis which applies to all enterprises registered inChina.SAFE Circula
238、r 16 reiterates the principle that Renminbi converted fromforeign currency-denominated capital of a company may not be directly or indirectlyused for purposes beyond its business scope or prohibited by PRC laws orregulations,while such converted Renminbi shall not be provided as loans to itsnon-affi
239、liated entities.As this circular is relatively new,there remainsuncertainty as to its interpretation and application and any other future foreignexchange related rules.Violations of these Circulars could result in severemonetary or other penalties.SAFE Circular 19 and SAFE Circular 16 maysignificant
240、ly limit AgiiPlus ability to use Renminbi converted from the proceedsto be received from this public offering or to invest in or acquire any other PRCcompanies through AgiiPlus PRC subsidiaries,which may adversely affect AgiiPlusbusiness,financial condition and results of operations.See“Risk Factors
241、 RiskFactors Relating to Doing Business in China PRC regulation of loans to anddirect investment in PRC entities by offshore holding companies and governmentalcontrol of currency conversion may delay us from using the proceeds of this publicoffering to make loans or additional capital contributions
242、to AgiiPlus PRCsubsidiaries,which could materially and adversely affect AgiiPlus liquidity andAgiiPlus ability to fund and expand AgiiPlus business.”Recent DevelopmentChange in Authorized Share Capital and Share IssuanceOn October 28,2022,the shareholders and board of directors of AgiiPlusadopted un
243、animous resolutions to re-designate 20,540,990 ordinary shares of a parvalue of US$0.0001 each of AgiiPlus as(a)9,522,661 series Pre-A convertibleredeemable participating preferred shares of par value US$0.0001 each,(b)6,960,705 series A92022/12/13https:/www.sec.gov/Archives/edgar/data/1932470/00012
244、08/ff12022a2_agiiplusinc.htmhttps:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htm16/271Table of Contentsconvertible redeemable participating preferred shares of par value US$0.0001 eachand(c)4,057,624 series A+convertible redeemable participating pref
245、erred sharesof par value US$0.0001 each series A preferred shares of a par value of US$0.0001each.Following such re-designation and as of the date of this prospectus,theauthorized share capital of AgiiPlus is US$50,000.00 divided into 500,000,000shares of par value US$0.0001 each,including(i)447,469
246、,927ordinary shares of parvalue US$0.0001 each,(ii)24,352,580 series Pre-A convertible redeemableparticipating preferred shares of par value US$0.0001 each,(iii)17,800,814 seriesA convertible redeemable participating preferred shares of par value US$0.0001each,and(iv)10,376,679 series A+convertible
247、redeemable participating preferredshares of par value US$0.0001 each.On October 28,2022,we issued(i)6,621,520 ordinary shares to J.distriiHoldings Limited,(ii)608,503 ordinary shares to Kitedge Holdings limited,(iii)591,814 ordinary shares to Royhon Holdings Limited,(iv)591,814 ordinary shares toLan
248、ded Holdings Limited,(v)424,932 ordinary shares to Mark Chen Holdings Limited,(vi)239,507 ordinary shares to United Mission Holdings Limited,(vii)146,794ordinary shares to Maxoffice Holdings Limited,(viii)46,356 ordinary shares to TANWee Kiat,and(ix)2,088,212 ordinary shares to Ningbo Nayun Limited.
249、On October 28,2022,we issued(i)4,882,655 Series Pre-A convertibleredeemable participating preferred shares to H World Holdings Singapore Pte.Ltd.and(ii)4,640,006 Series Pre-A convertible redeemable participating preferredshares to City Connected Communities Pte.Ltd.On October 28,2022,we issued(i)3,3
250、41,138 Series A convertible redeemableparticipating preferred shares to King Inspiration Limited,(ii)2,227,426 Series Aconvertible redeemable participating preferred shares to Junzi Holdings Limited,and(iii)1,392,141 Series A convertible redeemable participating preferred sharesto City Connected Com
251、munities Pte.Ltd.On October 28,2022,we issued(i)3,182,499 Series A+convertible redeemableparticipating preferred shares to City Connected Communities Pte.Ltd.and(ii)875,125 Series A+convertible redeemable participating preferred shares to KingInspiration Limited.As approved thorough a set of unanimo
252、us shareholder resolutions dated October28,2022,the issuance of ordinary shares and preferred shares on October 28,2022shall be deemed as equivalent to a 1:1.6421 share subdivision,and the economicrights of our ordinary shares and preferred shares held by each shareholder priorto and after the share
253、 issuance shall remain unchanged,which rights include,butare not limited to,dividend,liquidation,conversion,and redemption rights.Summary of Risk FactorsAn investment in our Class A ordinary shares is subject to a number of risks,including risks relating to the business and industry of the operating
254、subsidiaries,risks relating to doing business in China and risk relating to ourClass A ordinary shares in this offering.You should carefully consider all theinformation in this prospectus before making an investment in the Class A ordinaryshares.The following list summarizes some,but not all,of thes
255、e risks.Pleaseread the information in the section entitled“Risk Factors”for a more thoroughdescription of these and other risks.Below please find a summary of the principal risks,organized under relevantheadings:Risk Factors Relating to AgiiPlus Business and IndustryAgiiPlus subsidiaries are subject
256、 to risks and uncertainties related to itsbusiness and industry,including,but not limited to,the following.For moredetailed discussion of these risks,see“Risk Factors Risk Factors Relating toAgiiPlus Business and Industry”from pages 22 to 39.The limited operating history of AgiiPlus subsidiaries may
257、 not beindicative of their future growth and makes it difficult to predict theirfuture prospects,business and financial performance.AgiiPlus subsidiaries may not be able to retain existing customers,especially those who enter into short-term contracts with them,orcontinue to attract new customers in
258、 sufficient numbers or at sufficientrates to sustain or grow their business.The rapid growth of AgiiPlus subsidiaries leads to increasing risks anduncertainties.If these entities are unable to manage their growtheffectively,their business and results of operations may be materiallyand adversely affe
259、cted.102022/12/13https:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htmhttps:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htm17/271Table of Contents AgiiPlus has a history of net losses and it may not achieve profitabilityin t
260、he future.AgiiPlus financial condition and operational results are affected by theoccupancy rates of Distrii workspaces.AgiiPlus faces vigorous competition.If,through its subsidiaries,AgiiPlus is not able to compete effectively with others,AgiiPlusbusiness,financial conditions and results of operati
261、ons may be materiallyand adversely affected.AgiiPlus Class A ordinary shares may be delisted and prohibited frombeing traded under the Holding Foreign Companies Accountable Act if thePCAOB is unable to inspect its auditors.The delisting and the cessationof trading of AgiiPlus Class A ordinary shares
262、,or the treat of theirbeing delisted and prohibited from being traded,may materially andadversely affect the value of your investment.Additionally,any inabilityof the PCAOB to conduct inspections deprives our investors with thebenefits of such inspections.On December 16,2021,the PCAOB issued areport
263、 to notify the SEC its determinations that it is unable to inspector investigate completely registered public accounting firms headquarteredin China and Hong Kong,respectively,and identifies the registered publicaccounting firms in China and Hong Kong that are subject to suchdeterminations.AgiiPlus
264、auditor is headquartered in Houston,Texas andhas been inspected by the PCAOB on a regular basis,and it is thereforenot subject to the determinations announced by the PCAOB on December 16,2021.However,since the audit work was carried out by AgiiPlus auditorwith the collaboration of its China-based of
265、fice,the audit working papersof AgiiPlus financial statements were located in China.On August 26,2022,the CSRC,the MOF,and the PCAOB signed the Protocol,governinginspections and investigations of audit firms based in China and HongKong.Pursuant to the fact sheet with respect to the Protocol disclose
266、d bythe SEC,the PCAOB shall have independent discretion to select any issueraudits for inspection or investigation and has the unfettered ability totransfer information to the SEC.However,uncertainties still exist as towhether and how this new Protocol will be implemented and when the PCAOBreassesse
267、s its determinations by the end of 2022,it could determine thatit is still unable to inspect and investigate completely audit firms basedin China and Hong Kong.In such event,the audit working papers ofAgiiPlus financial statements may not be inspected or investigatedcompletely by the PCAOB without t
268、he approval of the PRC authorities.See“Risk Factors Risk Factors Relating to AgiiPlus Business andIndustry AgiiPlus Class A ordinary shares may be delisted andprohibited from being traded under the Holding Foreign CompaniesAccountable Act if the PCAOB is unable to inspect its auditors.Thedelisting a
269、nd the cessation of trading of AgiiPlus Class A ordinaryshares,or the treat of their being delisted and prohibited from beingtraded,may materially and adversely affect the value of your investment.Additionally,any inability of the PCAOB to conduct inspections deprivesour investors with the benefits
270、of such inspections.”Risk Factors Relating to Doing Business in ChinaAgiiPlus PRC subsidiaries are subject to risks and uncertainties relating todoing business in China,including the following.For a more detailed discussion,see“Risk Factors Risk Factors Relating to Doing Business in China”from pages
271、40 to 54.Changes in Chinas economic,political or social conditions or governmentpolicies could have a material adverse effect on the business andoperations of AgiiPlus subsidiaries.Uncertainties with respect to the PRC legal system,regulations andenforcement policies could adversely affect AgiiPlus
272、and its PRCsubsidiaries.The enforcement of laws and rules and regulations in Chinamay change quickly with little advance notice,which could hinderAgiiPlus ability to offer or continue to offer the securities,result ina material adverse change to the business operations of AgiiPlussubsidiaries,and da
273、mage AgiiPlus reputation.In such event,AgiiPlusfinancial condition and results of operations may be materially andadversely affected,and AgiiPlus securities may significantly decline invalue or become worthless.See“Risk Factors Risk Factors Relating toDoing Business in China Uncertainties with respe
274、ct to the PRC legalsystem,regulations and enforcement policies could adversely affectAgiiPlus.”AgiiPlus believes that as of the date of this prospectus,the approvaland/or other requirements of the CSRC or other PRC governmentalauthorities,including but not limited to filing procedure set out in theA
275、dministrative Provisions of the State Council Regarding the OverseasIssuance and Listing of Securities by112022/12/13https:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htmhttps:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htm1
276、8/271Table of ContentsDomestic Enterprises(Draft for Comments)and the Measures for theOverseas Issuance of Securities and Listing Record-Filings by DomesticEnterprises(Draft for Comments),are not required in connection with thistransaction under PRC rules,regulations or policies;however,in theevent
277、that such approvals and/or other requirements of the CSRC or otherPRC governmental authorities are required,AgiiPlus cannot predict whetheror how soon it will be able to obtain such approval.Any failure to obtainor delay in obtaining the requisite governmental approval for any suchtransaction,or a r
278、escission of such approval,would subject AgiiPlus tosanctions imposed by the relevant PRC regulatory authority.See“RiskFactors Risk Factors Relating to Doing Business in China Theapproval and/or other requirements of the CSRC or other PRC governmentalauthorities may be required in connection with th
279、is transaction under PRCrules,regulations or policies,and,if required,AgiiPlus cannot predictwhether or how soon it will be able to obtain such approval.”The Chinese government exerts substantial influence over the manner inwhich AgiiPlus subsidiaries must conduct their business activities.Ifthe Chi
280、nese government significantly regulates these entities businessoperations in the future and they are not able to substantially complywith such regulations,these entities business operations may bematerially adversely affected and the value of AgiiPlus Class A ordinaryshares may significantly decreas
281、e.See“Risk Factors Risk FactorsRelating to Doing Business in China The Chinese government exertssubstantial influence over the manner in which AgiiPlus subsidiariesmust conduct their business activities.If the Chinese governmentsignificantly regulates these entities business operations in the future
282、and they are not able to substantially comply with such regulations,theseentities business operations may be materially adversely affected andthe value of AgiiPlus Class A ordinary shares may significantlydecrease.”Substantial uncertainties exist with respect to the interpretation andimplementation
283、of newly enacted PRC Foreign Investment Law and itsImplementation Rules and how they may impact the viability of AgiiPluscurrent corporate structure,corporate governance,and operations.See“Risk Factors Risk Factors Relating to Doing Business inChina Substantial uncertainties exist with respect to th
284、einterpretation and implementation of newly enacted PRC Foreign InvestmentLaw and its Implementation Rules and how they may impact the viability ofAgiiPlus current corporate structure,corporate governance,andoperations.”AgiiPlus may rely on dividends and other distributions on equity paid byAgiiPlus
285、 PRC subsidiaries to fund any cash and financing requirementsAgiiPlus may have,and any limitation on the ability of AgiiPlus PRCsubsidiaries to make payments to AgiiPlus could have a material andadverse effect on AgiiPlus ability to conduct its business.See“RiskFactors Risk Factors Relating to Doing
286、 Business in China AgiiPlusmay rely on dividends and other distributions on equity paid by AgiiPlusPRC subsidiaries to fund any cash and financing requirements AgiiPlus mayhave,and any limitation on the ability of AgiiPlus PRC subsidiaries tomake payments to AgiiPlus could have a material and advers
287、e effect onAgiiPlus ability to conduct its business.”PRC regulation of loans to and direct investment in PRC entities byoffshore holding companies and governmental control of currency conversionmay delay us from using the proceeds of this public offering to make loansor additional capital contributi
288、ons to AgiiPlus PRC subsidiaries,whichcould materially and adversely affect AgiiPlus liquidity and AgiiPlusability to fund and expand AgiiPlus business.See“Risk Factors RiskFactors Relating to Doing Business in China PRC regulation of loans toand direct investment in PRC entities by offshore holding
289、 companies andgovernmental control of currency conversion may delay us from using theproceeds of this public offering to make loans or additional capitalcontributions to AgiiPlus PRC subsidiaries,which could materially andadversely affect AgiiPlus liquidity and AgiiPlus ability to fund andexpand Agi
290、iPlus business.”Risk Factors Relating to AgiiPlus Ordinary Shares and this Offering AgiiPlus dual-class share structure with different voting rights mayadversely affect the value and liquidity of the ordinary shares,and willlimit a shareholders ability to influence corporate matters and coulddiscour
291、age others from pursuing any change of control transactions thatholders of our Class A ordinary shares may view as beneficial.122022/12/13https:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htmhttps:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff120
292、22a2_agiiplusinc.htm19/271Table of Contents If AgiiPlus ceases to qualify as a foreign private issuer,it would berequired to comply fully with the reporting requirements of theExchange Act applicable to U.S.domestic issuers,and it would incursignificant additional legal,accounting and other expenses
293、 that it wouldnot incur as a foreign private issuer.Because AgiiPlus is a foreign private issuer and is exempt from certainNasdaq corporate governance standards applicable to U.S.issuers,you willhave less protection than you would have if it were a domestic issuer.We also face other challenges,risks
294、 and uncertainties that may materiallyadversely affect the operating subsidiaries business,and our financialcondition,results of operations and prospects.You should consider the risksdiscussed in“Risk Factors”and elsewhere in this prospectus before investing inour Class A ordinary shares.We face ris
295、ks arising from the legal system in China,including risks anduncertainties regarding the enforcement of laws and that rules and regulations inChina can change quickly with little advance notice.In addition,the Chinesegovernment may intervene or influence the operating subsidiaries operations atany t
296、ime,or may exert more control over offerings conducted overseas and/orforeign investment in China based issuers,which could result in a material changein the operating subsidiaries operations and/or the value of our Class A ordinaryshares.Any actions by the Chinese government to exert more oversight
297、 and controlover offerings that are conducted overseas and/or foreign investment in China-basedissuers could significantly limit or complete hinder our ability to offer orcontinue to offer our securities to investors and cause the value of suchsecurities to significantly decline or be worthless.See“
298、Risk Factors RisksRelating to Doing Business in the China The Chinese government exertssubstantial influence over the manner in which the PRC subsidiaries must conducttheir business activities and may intervene or influence their operations at anytime,which could result in a material change in their
299、 operations and the value ofour Class A ordinary shares.”In addition,trading in our securities may be prohibited under the HoldingForeign Companies Accountable Act,or the HFCAA,if the U.S.Public CompanyAccounting Oversight Board,or the PCAOB,determines that it cannot inspect theworkpapers prepared b
300、y our auditor,and that as a result an exchange may determineto delist our securities.On June 22,2021,the U.S.Senate passed the AcceleratingHolding Foreign Companies Accountable Act,which,if passed by the U.S.House ofRepresentatives and signed into law,would reduce the number of consecutive non-inspe
301、ction years required for triggering the prohibitions under the Holding ForeignCompanies Accountable Act from three years to two.On December 16,2021,the PCAOBissued a report on its determination that it is unable to inspect or investigatecompletely PCAOB-registered public accounting firms headquarter
302、ed in China and inHong Kong because of positions taken by PRC and Hong Kong authorities in thosejurisdictions.Our auditor,the independent registered public accounting firm that issues theaudit report included elsewhere in this prospectus,as an auditor of companies thatare traded publicly in the U.S.
303、and a firm registered with the PCAOB,is subject tolaws in the U.S.,pursuant to which the PCAOB conducts regular inspections toassess its compliance with the applicable professional standards.Our auditor isheadquartered in Houston,Texas and has been inspected by the PCAOB on a regularbasis.As such,ou
304、r auditor is not subject to the determination announced by thePCAOB on December 16,2021.On August 26,2022,the CSRC,the MOF,and the PCAOB signed the Protocol,governing inspections and investigations of audit firms based in China and HongKong.Pursuant to the fact sheet with respect to the Protocol dis
305、closed by the SEC,the PCAOB shall have independent discretion to select any issuer audits forinspection or investigation and has the unfettered ability to transfer informationto the SEC.However,uncertainties still exist as to whether and how this newProtocol will be implemented and when the PCAOB re
306、assesses its determinations bythe end of 2022,it could determine that it is still unable to inspect andinvestigate completely audit firms based in China and Hong Kong.In such event,theaudit working papers of AgiiPlus financial statements,which are located inChina,may not be inspected or investigated
307、 completely by the PCAOB without theapproval of the PRC authorities.See“Risk Factors Risks Relating to AgiiPlusBusiness and Industry Recent joint statement by the SEC and the PCAOB proposedrule changes submitted by Nasdaq,and the Holding Foreign Companies Accountable Actpassed by the US Senate,all c
308、all for additional and more stringent criteria to beapplied to emerging market companies upon assessing the qualification of theirauditors,especially the non-U.S.auditors who are not inspected by thePCAOB.These developments could add uncertainties to our offering.”132022/12/13https:/www.sec.gov/Arch
309、ives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htmhttps:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htm20/271Table of ContentsImplications of Being an Emerging Growth CompanyAs a company with less than US$1.235 billion in revenue during our las
310、t fiscalyear,we qualify as an“emerging growth company”as defined in the Jumpstart OurBusiness Startups Act of 2012,as amended,or the JOBS Act.As long as we remain anemerging growth company,we may rely on exemptions from some of the reportingrequirements applicable to public companies that are not em
311、erging growth companies.In particular,as an emerging growth company,we:may present only two years of audited financial statements and onlytwo years of related Managements Discussion and Analysis of FinancialCondition and Results of Operations,or“MD&A”in this registrationstatement on Form F-1 for our
312、 initial public offering of Class A ordinaryshares;are not required to provide a detailed narrative disclosure discussing ourcompensation principles,objectives and elements and analyzing how thoseelements fit with our principles and objectives,which is commonlyreferred to as“compensation discussion
313、and analysis”;are not required to obtain an attestation and report from our auditors onour managements assessment of our internal control over financialreporting pursuant to the Sarbanes-Oxley Act of 2002;are not required to obtain a non-binding advisory vote from ourshareholders on executive compen
314、sation or golden parachute arrangements(commonly referred to as the“say-on-pay,”“say-on frequency”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisionsrequiring a pay-for-performance graph and chief executive officer payratio disclosure;are eligible
315、to claim longer phase-in periods for the adoption of new orrevised financial accounting standards under 107 of the JOBS Act;and will not be required to conduct an evaluation of our internal control overfinancial reporting until our second annual report on Form 20-F followingthe effectiveness of our
316、initial public offering.We intend to take advantage of all of these reduced reporting requirements andexemptions,including the longer phase-in periods for the adoption of new orrevised financial accounting standards under 107 of the JOBS Act.Our election touse the phase-in periods may make it diffic
317、ult to compare our financial statementsto those of non-emerging growth companies and other emerging growth companies thathave opted out of the phase-in periods under 107 of the JOBS Act.Under the JOBS Act,we may take advantage of the above-described reducedreporting requirements and exemptions until
318、 we no longer meet the definition of anemerging growth company.We will remain an emerging growth company until theearliest of(a)the last day of the fiscal year during which we have total annualgross revenues of at least US$1.235 billion;(b)the last day of our fiscal yearfollowing the fifth anniversa
319、ry of the completion of this offering;(c)the date onwhich we have,during the preceding three-year period,issued more thanUS$1.0 billion in non-convertible debt;or(d)the date on which we are deemed tobe a“large accelerated filer”under the United States SecuritiesExchange Act of 1934,as amended,or the
320、 Exchange Act,which would occur if themarket value of our Class A ordinary shares that are held by non-affiliates exceedsUS$700 million as of the last business day of our most recently completed secondfiscal quarter.Once we cease to be an emerging growth company,we will not beentitled to the exempti
321、ons provided in the JOBS Act discussed above.Implications of Being a Controlled CompanyUpon the completion of this offering,Dr.Jing Hu,our founder,chief executiveofficer and chairman of the board of directors,will beneficially own 32.18%of ourtotal issued and outstanding ordinary shares,representing
322、 87.68%of the totalvoting power,assuming that the underwriter of this offering does not exercise itsoption to purchase additional Class A ordinary shares,or 31.72%of our totalissued and outstanding ordinary shares,representing 87.45%of the total votingpower,assuming that the option is exercised in f
323、ull.As a result,we will be a“controlled company”as defined under the Nasdaq Listing Rules because Dr.Jing Huwill hold more than 50%of the voting power for the election of directors.As a“controlled company,”we are permitted to elect not to comply with certaincorporate governance requirements.Currentl
324、y,we do not expect to rely on theexemption from the corporate governance requirements under Nasdaq Listing Rules.142022/12/13https:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplusinc.htmhttps:/www.sec.gov/Archives/edgar/data/1932470/0008408/ff12022a2_agiiplus
325、inc.htm21/271Table of ContentsFor any matter required to be passed by an ordinary resolution,it has to bepassed by a simple majority of votes casted by the shareholders of the Company.Aslong as the total Class B ordinary shares account for at least 6.25%of our totalissued and outstanding shares,whic
326、h equals to approximately 5,645,621 sharesimmediately after the completion of this offering,assuming the underwriter doesnot exercise its option to purchase additional Class A ordinary shares,these ClassB ordinary shares will give the holders voting rights of at least 50%.For any matter required to
327、be passed by a special resolution,it has to bepassed by two-thirds or of the votes casted by the shareholders of the Company.Aslong as the total Class B ordinary shares account for at least 11.77%of our totalissued and outstanding shares,which equals to approximately 10,631,833 sharesimmediately aft
328、er the completion of this offering,assuming the underwriter doesnot exercise its option to purchase additional Class A ordinary shares,these ClassB ordinary shares will give the holders voting rights of at least 66.68%.Foreign Private Issuer StatusWe are a foreign private issuer within the meaning o
329、f the rules under theSecurities Exchange Act of 1934,as amended(the“Exchange Act”).As such,we areexempt from certain provisions applicable to United States domestic publiccompanies.For example:we are not required to provide as many Exchange Act reports,or asfrequently,as a domestic public company;fo
330、r interim reporting,we are permitted to comply solely with our homecountry requirements,which are less rigorous than the rules that apply todomestic public companies;we are not required to provide the same level of disclosure on certainissues,such as executive compensation;we are exempt from provisi
331、ons of Regulation FD aimed at preventing issuersfrom making selective disclosures of material information;we are not required to comply with the sections of the Exchange Actregulating the solicitation of proxies,consents,or authorizations inrespect of a security registered under the Exchange Act;and
332、 we are not required to comply with Section 16 of the Exchange Actrequiring insiders to file public reports of their share ownership andtrading activities and establishing insider liability for profits realizedfrom any“short-swing”trading transaction.Conventions that Apply to this ProspectusUnless w
333、e indicate otherwise,references in this prospectus to:“AgiiPlus”,“the Company”,or“we”are to AgiiPlus Inc.,a CaymanIslands holding company,and,when describing AgiiPlus consolidatedfinancial information for the six months ended June 30,2022 and thefiscal years ended December 31,2021,2020 and 2019,also includesAgiiPlus subsidiaries,the VIE and the VIEs subsidiaries in China;“app”are to mobile app;“CA