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1、2022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm1/233F-1/A 1 ff12022a10_ubxtech.htm REGISTRATION STATEMENTAs filed with the Securities and Exchange Commission on
2、November 18,2022Registration No.SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549_Amendment No.10 toFORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_U-BX Technology Ltd.(Exact name of Registrant as specified in its charter)Not Applicable_Cayman Islands 7370 Not Applicable
3、(State or otherjurisdiction of incorporation ororganization)(Primary StandardIndustrial Classification Code Number)(I.R.S.Employer Identification Number)Zhongguan Science and Technology ParkNo.1 Linkong Er Road,Shunyi District,BeijingPeoples Republic of China+86 10 0651-20297(Address,including zip c
4、ode,and telephone number,including area code,ofRegistrants principal executive offices)_Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168+1(800)221-0102(Name,address,including zip code,and telephone number,including area code,ofagent for service)_Copies to:William S.Rosenstadt,Esq.
5、Mengyi“Jason”Ye,Esq.Yarona L.Yieh,Esq.Ortoli Rosenstadt LLP 366 Madison Avenue New York,NY 10017 T:212-588-0022 Benjamin A.Tan,Esq.Sichenzia Ross Ference LLP1185 6TH AvenueNew York,NY 10036T:212-930-9700_Approximate date of commencement of proposed sale to public:As soon as practicableafter the effe
6、ctive date of this Registration Statement.If any securities being registered on this Form are to be offered on a delayed or continuousbasis pursuant to Rule 415 under the Securities Act,check the following box.If this Form is filed to register additional securities for an offering pursuant toRule 46
7、2(b)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the SecuritiesAct,check the following box a
8、nd 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(d)under the SecuritiesAct,check the following box and list the Securities Act registration statement num
9、ber 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 1933.Emerging growth company If an emerging growth company that prepares its financial statements in acc
10、ordance withU.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition2022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm2/233p
11、eriod for complying with any new or revised financial accounting standards provided pursuant toSection 7(a)(2)(B)of the Securities Act.The Registrant hereby amends this registration statement on such date or dates asmay be necessary to delay its effective date until the registrant shall file afurthe
12、r amendment which specifically states that this registration statement shallthereafter become effective in accordance with Section 8(a)of the SecuritiesAct of 1933 or until the registration statement shall become effective on such dateas the Commission,acting pursuant to said Section 8(a),may determ
13、ine.2022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm3/233Table of ContentsThe information in this preliminary prospectus is not complete and may be changed.Wemay
14、not sell these securities until the registration statement filed with theSecurities and Exchange Commission is effective.This preliminary prospectus is notan offer to sell these securities and we are not soliciting offers to buy thesesecurities in any state where the offer or sale is not permitted.P
15、RELIMINARY PROSPECTUS(Subject to Completion)Dated November 18,2022.5,000,000 Ordinary SharesU-BX Technology Ltd._This is an initial public offering of our ordinary shares,par value$0.0001(the“ordinaryshares”).Prior to this offering,there has been no public market for our ordinary shares.Weexpect the
16、 offering price to be$5.00 per ordinary share(the“Offering Price”).We have appliedto list our ordinary shares on the Nasdaq Capital Market under the symbol“UBXG”.This offering iscontingent upon us listing our ordinary shares on Nasdaq.At this time,Nasdaq has not yet approvedour application to list o
17、ur ordinary shares.There is no guarantee or assurance that our ordinaryshares will be approved for listing on the Nasdaq Capital Market.We will not consummate and closethis offering if the listing application is denied.U-BX Technology Ltd.,or U-BX,was incorporated in the Cayman Islands.As a holding
18、companywith no material operations of our own,we conduct our operations in China through Youjiayoubao(Beijing)Technology Limited,or U-BX China,and its subsidiaries based in China.U-BX is a holdingcompany with no material operations of its own.We currently conduct our operations primarilythrough the
19、PRC Operating Entities.Investors will not and may never directly hold equity interestsin the PRC Operating Entities.After the dissolution of the VIE structure,U-BX now controls andreceives the economic benefits of U-BX China and its subsidiaries business operation,if any,through equity ownership.Any
20、 references to“U-BX”are to U-BX Technology Ltd.,the ultimateholding company and any references to“we”,“us”,“our Company,”“the Company,”or“our”are to U-BX Technology Ltd.(“U-BX”)and its subsidiaries.U-BX China and its subsidiaries,Jiangsu Jingmo Technology Co.,Ltd.,Jiangsu Youjiayouche Technology Co.
21、,Ltd.and RudongyoujiaSmart Technology Co.,Ltd.conduct business operations,and there is no business or productdivision/concentration among all the subsidiaries.This is an offering of the ordinary shares of U-BX,the Cayman Islands holdingcompany.We conduct our business through Youjiayoubao(Beijing)Tec
22、hnology Co.,Limited,or U-BX China,and its subsidiaries,Jiangsu Jingmo Technology Co.,Ltd.,Jiangsu Youjiayouche Technology Co.,Ltd.and Rudongyoujia Smart Technology Co.,Ltd.You will not and may never have direct ownership in the operating entities based inChina.After the dissolution of the VIE struct
23、ure,U-BX now controls and receives theeconomic benefits of U-BX China and its subsidiaries business operation,if any,through equity ownership.We are subject to certain legal and operational risks associated with havingsubstantially all business operations in China,including changes in the legal,poli
24、tical and economic policies of the Chinese government,the relations betweenChina and the United States,or Chinese or United States regulations may materiallyand adversely affect our business,financial condition,results of operations and themarket price of the ordinary shares.Any such changes could s
25、ignificantly limit orcompletely hinder our ability to offer or continue to offer securities to investorand could cause the value of offered securities to significantly decline or becomeworthless.PRC laws and regulations governing our current business operations aresometimes vague and uncertain.Recen
26、tly,the PRC government initiated a series ofregulatory actions and statements to regulate business operations in China withlittle advance notice,including cracking down on illegal activities in thesecurities market,adopting new measures to extend the scope of cybersecurityreviews,and expanding the e
27、fforts in anti-monopoly enforcement.Since thesestatements and regulatory actions are new,it is highly uncertain how soonlegislative or administrative regulation making bodies will respond and what existingor new laws or regulations or detailed implementations and interpretations will bemodified or p
28、romulgated,if any,and the potential impact such modified or new lawsand regulations will have on the daily business operation of U-BX China and itssubsidiaries and U-BXs ability to accept foreign investments and list on an U.S.orother foreign exchange.These risks may cause significant depreciation o
29、f the valueof our ordinary shares,or a complete hinderance of our ability to offer or continueto offer our securities to investors.See“Risk Factors Risks Related to DoingBusiness in China”beginning on page 24.2022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxt
30、ech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm4/233Our ordinary shares may be prohibited from trading on a national exchange underthe Holding Foreign Companies Accountable Act(the“HFCA Act”)if the Public CompanyAccounting Oversight Board(the“PCAOB”)is
31、 unable to inspect our auditors for threeconsecutive years beginning in 2021.On June 22,2021,the U.S.Senate passed theAccelerating Holding Foreign Companies Accountable Act,which,if passed by the U.S.House of Representatives and signed into law,would reduce the period of time forforeign companies to
32、 comply with PCAOB audits to two consecutive years instead ofthree,thus reducing the time period for triggering the prohibition on trading.On December 2,2021,the U.S.Securities and Exchange Commission(“SEC”)adopted final amendments to its rules implementing the HFCA ACT.The rules apply toregistrants
33、 the SEC identifies as having filed an annual report with an audit reportissued by a registered public accounting firm that is located in a foreignjurisdiction and that the PCAOB is unable to inspect or investigate(Commission-Identified Issuers)and require Commission-Identified Issuers identified by
34、 the SECto submit documentation and make disclosures required under the HFCA ACT.Inaddition,the final amendments also establish procedures the SEC will follow in(i)determining whether a registrant is a“Commission-Identified Issuer”and(ii)prohibiting the trading on U.S.securities exchanges and in the
35、 over-the-countermarket of securities of a“Commission-Identified Issuer”under the HFCA ACT.Thefinal amendments are effective on January 10,2022.The SEC will begin to identifyand list Commission-Identified Issuers on its website shortly after registrants beginfiling their annual reports for 2021.Purs
36、uant to the HFCA ACT,the PCAOB issued aDetermination Report on December 16,2021,which found that the PCAOB is unable toinspect or investigate completely registered public accounting firms headquartered inmainland China or Hong Kong,a Special Administrative Region of the PRC,because of aposition take
37、n by one or more authorities in the PRC or Hong Kong.In addition,thePCAOBs report identified the specific registered public accounting firms which aresubject to these determinations.On August 26,2022,the PCAOB announced that it hadsigned a Statement of Protocol(the“SOP”)with the China Securities Reg
38、ulatoryCommission and the Ministry of Finance of China.The SOP,together with two protocolagreements governing inspections and investigations(together,the“SOP Agreement”),establishes a specific,accountable framework to make possible complete inspectionsand investigations by the PCAOB of audit firms b
39、ased in mainland China and Hong Kong,as required under U.S.law.The SOP Agreement remains unpublished and is subject tofurther explanation and implementation.Pursuant to the fact sheet with respect tothe SOP Agreement disclosed by the SEC,the PCAOB shall have sole discretion toselect any audit firms
40、for inspection or investigation and the PCAOB inspectors andinvestigators shall have a right to see all audit documentation without redaction.According to the PCAOB,its December 2021 determinations under the HFCA Act remain ineffect.The PCAOB is required to reassess these determinations by the end o
41、f 2022.Under the PCAOBs rules,a reassessment of a determination under the HFCA Act mayresult in the PCAOB reaffirming,modifying or vacating the determination.However,ifthe PCAOB continues to be prohibited from conducting complete inspections andinvestigations of PCAOB-registered public accounting fi
42、rms in mainland China and HongKong,the PCAOB is likely to determine by the end of 2022 that positions taken byauthorities in the PRC obstructed its ability to inspect and investigate registeredpublic accounting firms in mainland China and Hong Kong completely,then thecompanies audited by those regis
43、tered public accounting firms would be subject to atrading prohibition on U.S.markets pursuant to the HFCA Act.2022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm5/2
44、33Table of ContentsOur auditor,Wei,Wei&Co.,LLP,is headquartered in New York,NY and has beeninspected by the PCAOB on a regular basis,with the last inspection completed inAugust 2020,and it is not subject to the determinations announced by the PCAOB onDecember 16,2021.However,according to Article 177
45、 of the PRC Securities Law,orArticle 177,which became effective in March 2020,the securities regulatoryauthority of the State Council may establish a regulatory cooperation mechanism withsecurities regulatory authorities of another country or region for the implementationof cross-border supervision
46、and administration.Article 177 further provides thatoverseas securities regulatory authorities shall not engage in activities pertainingto investigations or evidence collection directly conducted within the territories ofthe PRC,and that no Chinese entities or individuals shall provide documents and
47、information in connection with securities business activities to any organizationsand/or persons aboard without the prior consent of the securities regulatoryauthority of the State Council and the competent departments of the State Council.If our ordinary shares are prohibited from being traded on a
48、 national securitiesexchange or over-the counter under the HFCA ACT in the future because the PCAOBdetermines that it cannot inspect or fully investigate our auditor,which has apresence in China,at such future time,Nasdaq may determine to delist our ordinaryshares.If our ordinary shares are unable t
49、o be listed on another securities exchangeby then,such a delisting would substantially impair your ability to sell or purchaseour ordinary shares when you wish to do so,and the risk and uncertainty associatedwith a potential delisting would have a negative impact on the price of our ordinaryshares.S
50、ee“Risk Factors Risks Related to Doing Business in the PeoplesRepublic of China Our ordinary shares may be prohibited from being traded on anational exchange under the Holding Foreign Companies Accountable Act(the“HFCAAct”),if the Public Company Accounting Oversight Board(the“PCAOB”)is unable toinsp
51、ect our auditors for three consecutive years beginning in 2021.The delisting ofour ordinary shares,or the threat of their being delisted,may materially andadversely affect the value of your investment”on page 39 of this prospectus.As a holding company,U-BX may rely on dividends and other distributio
52、ns on equity paid by oursubsidiaries for our cash and financing requirements.If any of our subsidiaries incurs debt on itsown behalf in the future,the instruments governing such debt may restrict their ability to paydividends to us.As of the date of this prospectus,our Company,our subsidiaries have
53、notdistributed any earnings,nor do they have any plan to distribute earnings in the foreseeablefuture.As of the date of this prospectus,no dividends or other transfers have been made.U-BX andits subsidiaries have not distributed any earnings or settled any amounts owed under the previousVIE Agreemen
54、ts,nor does U-BX and its subsidiaries have any plan to distribute earnings or settleamounts in the foreseeable future.In the future,cash proceeds raised from overseas financingactivities,including this offering,may be transferred by us to our subsidiaries via capitalcontribution or shareholder loans
55、,as the case may be.As of the date of this prospectus,there havebeen three occurrences of cash transfers between the holding company and its subsidiaries.OnAugust 3,2021,the holding company transferred$40 to U-BX HK;on August 5,2021,the holdingcompany transferred$1,000 to U-BX HK;on August 6,2021,U-
56、BX HK transferred$500 to the WFOE.Allthree cash transfers were for the purpose of testing if the recipients bank accounts worknormally.There has been no dividends or distributions between the holding company,its subsidiariesor to investors.As of the date of this prospectus amendment,cash transfers a
57、nd/or transfers of other assetsbetween our Company and our subsidiaries were as follows:No.Transfer From Transfer To Amount($)Date Purpose1 U-BX U-BX HK 40 August 3,2021 Transfer to test if the recipients bankaccount works normally2 U-BX HK U-BX HK 1,000 August 5,2021 Transfer to test if the recipie
58、nts bankaccount works normally3 U-BX HK U-BX WFOE 500 August 6,2021 Transfer to test if the recipients bankaccount works normallyThe holding company has limited operations and operation expenses.The holding company paysfor its operating expenses from funds received from its investors for purchasing
59、its ordinaryshares.See“Prospectus Summary Transfers of Cash to and from Our Subsidiaries”beginning onpage 4,and“Corporate History and Structure Transfers of Cash to and from Our Subsidiaries”beginning on page 63.Our PRC subsidiaries ability to distribute dividends is based upon theirdistributable ea
60、rnings.Current PRC regulations permit our PRC subsidiaries to pay dividends totheir respective shareholders only out of their accumulated profits,if any,as determined inaccordance with PRC accounting standards and regulations.In addition,under PRC law,each of ourPRC subsidiaries is required to set a
61、side at least 10%of its after-tax profits each year,if any,to fund certain statutory reserve funds until such reserve funds reach 50%of its registeredcapital.These reserves are not distributable as cash dividends.If any of our Chinese subsidiariesincurs debt on its own behalf in the future,the instr
62、uments governing such debt may restrict itsability to pay dividends to U-BX.To date,there have not been any such dividends or otherdistributions from our Chinese subsidiaries to our subsidiary located outside of China.In addition,as of the date of this prospectus,none of our subsidiaries have issued
63、 any dividends ordistributions to U-BX or its shareholders.Furthermore,as of the date of this prospectus,neitherU-BX nor any of its subsidiaries have paid dividends or made distributions to their shareholders.U-BX is permitted under PRC laws and regulations as an offshore holding company to provide
64、funding toits PRC subsidiaries in China through shareholder loans or capital contributions,subject to2022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm6/233satisfac
65、tion of applicable government registration,approval and filing requirements.According tothe relevant PRC regulations on foreign-invested enterprises in China,there are no quantity limitson U-BXs ability to make capital contributions to its PRC subsidiaries.However,our PRCsubsidiaries may not procure
66、 loans which exceed the difference between their respective registeredcapital and total investment amount as recorded in the Foreign Investment Comprehensive ManagementInformation System.In the future,cash proceeds raised from overseas financing activities,including this offering,may continue to be
67、transferred by U-BX to the PRC subsidiaries via capitalcontribution or shareholder loans,as the case may be.We intend to retain most,if not all,of ouravailable funds and any future earnings after this offering to the development and growth of ourbusiness in China.We do not expect to pay dividends in
68、 the foreseeable future.Our managementmonitors the cash position of each entity within our organization regularly and prepare budgets on amonthly basis to ensure each entity has the necessary funds to fulfill its obligation for theforeseeable future and to ensure adequate liquidity.In the event that
69、 there is a need for cash or apotential liquidity issue,it will be reported to our Chief Financial Officer and subject toapproval by our board of directors,we will enter into an intercompany loan for the subsidiary.See“Prospectus Summary Transfers of Cash to and from Our Subsidiaries”beginning on pa
70、ge 4 and“Corporate History and Structure Transfers of Cash to and from Our Subsidiaries”beginning onpage 63.Investing in the ordinary shares involves risks.See“Risk Factors”beginningon page 22.Price to Public UnderwritingDiscountsandCommissions1 Proceeds toUsPer ordinary share(1)US$US$US$Total US$US
71、$US$_(1)Initial public offering price per share is assumed at US$5.00.(2)We have agreed to pay Boustead Securities LLC(the“Underwriter”)a discount equal to 7%ofthe gross proceeds of this offering.For a description of other compensation to be received bythe Underwriter,see“Underwriting”beginning on p
72、age 128.Neither the United States Securities and Exchange Commission nor any other regulatory body hasapproved or disapproved of these securities,or determined if this prospectus is truthful orcomplete.Any representation to the contrary is a criminal offense.The Underwriter expects to deliver the or
73、dinary shares against payment in U.S.dollars topurchasers on or about ,2022.Book-Running ManagerProspectus dated ,2022.2022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtec
74、h.htm7/233Table of ContentsTABLE OF CONTENTS PageProspectus Summary 1Risk Factors 22Special Note Regarding Forward-Looking Statements 55Use of Proceeds 56Dividend Policy 57Capitalization 58Dilution 59Enforceability of Civil Liabilities 60Corporate History and Structure 62Managements Discussion and A
75、nalysis of Financial Condition and Results ofOperations 65Industry 75Business 80Regulation 90Management 101Related Party Transactions 106Principal Shareholders 107Description of Share Capital 108Shares Eligible for Future Sale 120Taxation 122Underwriting 128Expenses Related to this Offering 134Legal
76、 Matters 135Experts 135Where You Can Find Additional Information 135Index to the Consolidated Financial Statements F-1You should rely only on the information contained in this prospectus or in anyrelated free writing prospectus.We have not authorized anyone to provide you withinformation different f
77、rom that contained in this prospectus or in any related freewriting prospectus.We are offering to sell,and seeking offers to buy the ordinaryshares,only in jurisdictions where offers and sales are permitted.The informationcontained in this prospectus is accurate only as of the date of this prospectu
78、s,regardless of the time of delivery of this prospectus or any sale of the ordinaryshares.Neither we nor the Underwriter has taken any action to permit a public offeringof the ordinary shares outside the United States or to permit the possession ordistribution of this prospectus or any filed free wr
79、iting prospectus outside 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 ordinary shares and thedistribution of the prospectus o
80、r any filed free writing prospectus outside theUnited States.Until ,2022(the 25th day after the date of this prospectus),alldealers that buy,sell or trade ordinary shares,whether or notparticipating in this offering,may be required to deliver a prospectus.This is in addition to the obligation of dea
81、lers to deliver a prospectuswhen acting as underwriters and with respect to their unsold allotments orsubscriptions.i2022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.
82、htm8/233Table of ContentsPROSPECTUS SUMMARYThis summary highlights information contained in greater detail elsewhere inthis prospectus.This summary is not complete and does not contain all of theinformation you should consider in making your investment decision.You should readthe entire prospectus c
83、arefully before making an investment in our ordinary shares.You should carefully consider,among other things,our consolidated financialstatements and the related notes and the sections entitled“Risk Factors”and“Managements Discussion and Analysis of Financial Condition and Results ofOperations”inclu
84、ded elsewhere in this prospectus.Prospectus ConventionsUnless otherwise indicated or the context requires otherwise,references inthis prospectus to:“China”or the“PRC”are to the Peoples Republic of China,excludingTaiwan,for the purposes of this prospectus only;“Jiangsu Jingmo”is to Jiangsu Jingmo Tec
85、hnology Co.,Ltd.,a PRCcompany and a wholly owned subsidiary of U-BX China(as defined below);“Jiangsu YJYC”is to Jiangsu YJYC Technology Co.,Ltd.,a PRC companyand a wholly owned subsidiary of U-BX China(as defined below);“Lianghua Technology”or“WFOE”is to Beijing Lianghua Technology Co.,Limited,a who
86、lly foreign-owned enterprise in the PRC and a wholly-ownedsubsidiary of U-BX HK;“Ordinary shares”refer to the ordinary shares of the Company,par valueUS$0.0001 per share;“PRC Operating Entities”is to U-BX China(as defined below)and itssubsidiaries,Jiangsu Jingmo,Jiangsu YJYC and RDYJ(as defined belo
87、w);“RDYJ”is to Rudongyoujia Smart Technology Co.,Ltd.,a PRC company anda wholly owned subsidiary of U-BX China(as defined below);“U-BX China”is to Youjiayoubao(Beijing)Technology Co.,Limited(alsoknown as Youjiayoubao Technology Co.,Ltd.in China),a PRC company thatis wholly owned by Lianghua Technolo
88、gy;“U-BX”is to U-BX Technology Ltd.,a Cayman Islands exempted companylimited by shares;“U-BX HK”is to Snailinsur Group Limited,a Hong Kong limited company,which is a wholly-owned subsidiary of U-BX;and “we,”“us,”“our Company,”“the Company,”or“our”are to U-BXand all its subsidiaries.This prospectus c
89、ontains translations of certain RMB amounts into U.S.dollaramounts at specified rates solely for the convenience of the US reporting.Therelevant exchange rates are listed below:Forthe Year Ended June 30,2022 For the Year Ended June 30,2021Period Ended RMB:USD exchange rate 6.7114 6.4601Period Averag
90、e RMB:USD exchange rate 6.4571 6.6273For the sake of clarity,this prospectus follows the English naming conventionof first name followed by last name,regardless of whether an individuals name isChinese or English.For example,the name of our Chief Executive Officer will bepresented as“Jian Chen,”even
91、 though,in Chinese,Mr.Chens name is presentedas“Chen Jian.”We have relied on statistics provided by a variety of publicly availablesources regarding Chinas expectations of growth.We did not,directly orindirectly,sponsor or participate in the publication of such materials,and thesematerials are not i
92、ncorporated in this prospectus other than to the extentspecifically cited in this prospectus.We have sought to provide currentinformation in this prospectus and believe that the statistics provided in this2022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.
93、htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm9/23312022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm10/233Table of Co
94、ntentsprospectus remain up-to-date and reliable,and these materials are not incorporatedin this prospectus other than to the extent specifically cited in this prospectus.Except where otherwise stated,all ordinary share accounts provided herein are on apre-share-increase basis.OverviewU-BX was incorp
95、orated on June 30,2021 in the Cayman Islands.U-BX does nothave material operations of its own.We conduct business through the PRC OperatingEntities.Since U-BX Chinas establishment in 2018,the PRC Operating Entitieshave focused on providing value-added services using artificial intelligence-driventec
96、hnology to businesses within the insurance industry,including insurancecarriers and brokers.All of our revenue was and will continue to be derived frommainland China,and none of our revenue was derived from Hong Kong or Macau.Our PRC Operating Entities business primarily consists of providing thefol
97、lowing three services/products:i)digital promotion services,ii)riskassessment services,and iii)value-added bundled benefits.U-BX China helps itsinstitutional clients obtain visibility on various social media platforms andgenerate its revenue based on consumers clicks,views or its clients promotionti
98、me through those channels.U-BX China also developed a unique algorithm and namedit the“Magic Mirror”to calculate payout risks for insurance carriers tounderwrite auto insurance coverage.Utilizing the proprietary algorithmic model,U-BX China is able to generate individualized risk reports based on th
99、e vehiclebrand,model,travel area,and vehicle age.In turn,U-BX China is able to generaterevenue based on the number of assessment reports provided to the insurancecarriers.Lastly,to help major insurance carriers or brokers attract theircustomers,U-BX China sells bundled benefits,including car wash,ma
100、intenance plansor parking notifications,to these carriers,which they may then pass onto theircustomers for either low or no cost.In addition to servicing institutional customers,U-BX China provides up-to-date insurance-related information to individual consumers through its mini-application embedded
101、 in other social media platforms.The information is providedto educate consumers and insurance brokers about the insurance industry,thushelping us build a stronger brand image with the general public.At present,U-BX Chinas client base consists of more than 300 city-levelproperty and auto insurance c
102、arriers nationwide,in addition to approximately200,000 insurance brokers that use its products and services to conduct business ona daily basis.Some of its clients include large corporations such as the PeoplesInsurance Company of China,Dajia Property Insurance Co.,Ltd.,China PacificProperty Insuran
103、ce Co.,Ltd.,China Life Property Insurance Co.,Ltd.,YongchengProperty Insurance Co.,Ltd.,Huatai Insurance Brokers Co.,Ltd.With the futuredigitization of the insurance industry,we expect to have a broader reach withinthe overall insurance industry,as U-BX Chinas business focuses on providinginsurance
104、technology solutions to insurance carriers interested in applyingartificial intelligence technology and online traffic promotion method in theiroperation.We believe the future digitization of the insurance industry will createmore interest among insurance carriers in using the technology and promoti
105、onchannels U-BX China offers.Corporate history and structureU-BX is a holding company with no operations of its own.We conduct ouroperations in China primarily through the PRC Operating Entities.The ordinaryshares offered in this prospectus are those of U-BX.22022/12/13https:/www.sec.gov/Archives/ed
106、gar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm11/233Table of ContentsThe following figure shows our corporate structure as of the date of thisprospectus,including our main subsidiaries and consolidate
107、d affiliated entities:U-BX was incorporated on June 30,2021 in the Cayman Islands.It is a holdingcompany and is not actively engaged in any business as of the date of thisprospectus.Under its amended and restated memorandum of association,U-BX isauthorized to issue 500,000,000 ordinary shares,par va
108、lue$0.0001 per ordinaryshare.There are currently 24,000,000 issued and outstanding ordinary shares,ofwhich 35.01%and 8.81%are held by Superego Pulse Limited and Columbus InformationConsulting L.P.,respectively.U-BXs registered office is at Harneys Fiduciary(Cayman)Limited and its registered office i
109、s at 4th Floor,Harbour Place,103 SouthChurch Street,P.O.Box 10240,Grand Cayman,KY1-1002,Cayman Islands.U-BX HK was incorporated on July 14,2021 under the laws of Hong Kong.U-BX HKis a Hong Kong limited company and a wholly-owned subsidiary of U-BX.U-BX HK is aholding company and does not have any op
110、erations.Lianghua Technology was incorporated on July 23,2021 under the laws of thePeoples Republic of China.Lianghua Technology is a wholly-foreign ownedenterprise,a limited liability company,and a wholly-owned subsidiary of U-BX HK.Lianghua Technology is a holding company and does not have any ope
111、rations.U-BX China was incorporated on March 27,2018 under the laws of the PeoplesRepublic of China.U-BX China is a limited liability company.In August 2021,Lianghua Technology entered into a series of contractual agreements,including theEquity Pledge Agreement,Exclusive Call Option Agreement,Shareh
112、olders VotingRights Proxy Agreement,Business Cooperation Agreement and Consultation andServices Agreement by and among Lianghua Technology,U-BX China and theshareholders of U-BX China.(the“VIE Agreements”)with U-BX China and all theshareholders of U-BX China that established the VIE structure.On Feb
113、ruary 20,2022,with approval of Lianghua Technology and approval of the board of directorsof U-BX China,U-BX China issued 2.99%equity interest in U-BX China to a third-party investor.The issuance was completed on February 28,2022.On February 28,2022,Lianghua Technology exercised its call option under
114、 the Exclusive Call OptionAgreements dated August 16,2021 with certain shareholders of U-BX China andentered into equity transfer agreements with all the shareholders of U-BX China topurchase all the equity interest in U-BX China.On March 3,2022,LianghuaTechnology entered into a termination agreemen
115、t with U-BX China that terminated theBusiness Cooperation Agreement and Consultation and Services Agreement,LianghuaTechnology also entered into termination agreements with each shareholder of U-BXChina to terminate the Equity Pledge Agreement,Exclusive Call Option Agreement andShareholders Voting R
116、ights Proxy Agreement.The restructure was completed onMarch 3,2022.As a result,U-BX China became a wholly owned subsidiary of LianghuaTechnology and the VIE structure was dissolved.32022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/A
117、rchives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm12/233Table of ContentsJiangsu Jingmo was incorporated on July 9,2020 under the laws of the PeoplesRepublic of China.Jiangsu Jingmo is a limited liability company and a wholly-ownedsubsidiary of U-BX China.Jiangsu YJYC was incorpora
118、ted on June 29,2020 under the laws of the PeoplesRepublic of China.Jiangsu YJYC is a limited liability company and a wholly-ownedsubsidiary of U-BX China.RDYJ was incorporated on July 27,2018 under the laws of the Peoples Republicof China.RDYJ is a limited liability company and a wholly-owned subsid
119、iary of U-BXChina.Jiangsu Youchehubao Technology Co.,Ltd.(“Jiangsu YCHB”)was incorporated onAugust 21,2020 under the laws of the Peoples Republic of China and was dissolvedon March 1,2022.Jiangsu YCHB was a limited liability company and a wholly-ownedsubsidiary of U-BX China.Jiangsu YCHB has never h
120、ad any assets or operations.The RestructuringPrior to the restructuring completed in March 2022,Lianghua Technology enteredinto a series of VIE Agreements with U-BX China and the shareholders of U-BX China,which established the VIE structure.As a result of the VIE Agreements,Lianghua Technology was
121、regarded as theprimary beneficiary of U-BX China,and we treated U-BX China and its subsidiariesas variable interest entities under U.S.GAAP for accounting purposes.We haveconsolidated the financial results of U-BX China and its subsidiaries in ourconsolidated financial statements in accordance with
122、U.S.GAAP.In February 2022,the board of directors of the Company decided to dissolve theVIE structure.On February 20,2022,with approval of Lianghua Technology andapproval of the board of directors of U-BX China,U-BX China issued a 2.99%equityinterest in U-BX China to a third-party investor.The issuan
123、ce was completed onFebruary 28,2022.On February 28,2022,Lianghua Technology exercised its calloption under the Exclusive Call Option Agreements dated August 16,2021 withcertain shareholders of U-BX China and entered into equity transfer agreements withall the shareholders of U-BX China to purchase a
124、ll the equity interest in U-BXChina.On March 3,2022,Lianghua Technology entered into a termination agreementwith U-BX China that terminated the Business Cooperation Agreement and Consultationand Services Agreement,Lianghua Technology also entered into each shareholder ofU-BX China to terminate the E
125、quity Pledge Agreement,Exclusive Call OptionAgreement and Shareholders Voting Rights Proxy Agreement.The restructuring wascompleted on March 3,2022.As a result,U-BX China became a wholly ownedsubsidiary of Lianghua Technology and the VIE structure is dissolved.The VIEAgreements were terminated.Holdi
126、ng Company StructureU-BX is a holding company with no material operations of its own.We currentlyconduct our operations primarily through the PRC Operating Entities.Investors willnot and may never directly hold equity interests in the PRC Operating Entities.After the dissolution of the VIE structure
127、,U-BX now controls and receives theeconomic benefits of U-BX China and its subsidiaries business operations,if any,through equity ownership.Transfers of Cash to and from our subsidiariesOur management monitors the cash position of each entity within ourorganization regularly and prepare budgets on a
128、 monthly basis to ensure each entityhas the necessary funds to fulfill its obligation for the foreseeable future and toensure adequate liquidity.In the event that there is a need for cash or apotential liquidity issue,it will be reported to our Chief Financial Officer andsubject to approval by our b
129、oard of directors,we will enter into an intercompanyloan for the subsidiary.U-BX is permitted under the laws of the Cayman Islands to provide funding to U-BX HK through loans or capital contributions without restrictions on the amount ofthe funds.U-BX HK is permitted under the respective laws of Hon
130、g Kong to providefunding to WFOE through dividend distribution without restrictions on the amount ofthe funds.There are no restrictions on dividend payments from Hong Kong to theCayman Islands.To transfer cash from U-BX HK to WFOE,U-BX HK can increase its registeredcapital in WFOE,which requires a f
131、iling with the local commerce department,orthrough a shareholder loan,which requires a filing with the State Administration2022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ub
132、xtech.htm13/233of Foreign Exchange or its local bureau.Aside from the declaration to the StateAdministration of Foreign Exchange,there is no restriction or limitations on suchcash transfer or earnings distribution.42022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a1
133、0_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm14/233Table of ContentsTo make loans to U-BX HK,WFOE or the PRC Operating Entities,according toMatters relating to the Macro-prudential Management of Comprehensive Cross-borderFinancing,or PBOC Circu
134、lar 9 promulgated by the Peoples Bank of China,the totalcross-border financing of a company shall be calculated using a risk-weightedapproach and shall not exceed an upper limit.The upper limit shall be calculatedas capital or assets(for enterprises,net assets shall apply)multiplied by across-border
135、 financing leverage ratio and multiplied by a macro-prudentialregulation parameter.The macro-prudential regulation parameter is currently 1,which may be adjusted by the Peoples Bank of China and the State Administrationof Foreign Exchange in the future,and the cross-border financing leverage ratio i
136、s2 for enterprises.Therefore,the upper limit of the loans that a PRC company canborrow from foreign companies shall be calculated at 2 times the borrowers netassets.When WFOE and U-BX China jointly apply for borrowing foreign debt,theupper limit of borrowing shall be 2 times of the net assets in the
137、 consolidatedfinancial statement,and U-BX China shall make a commitment to refrain fromborrowing foreign debt in their own respective names.U-BX may rely on dividends paid by its subsidiaries for its working capital andcash needs,including the funds necessary to pay dividends to its shareholders.IfU
138、-BXs subsidiaries incur debt on their own behalf in the future,the instrumentsgoverning their debt may restrict their ability to pay dividends to U-BX.As a result of PRC laws and regulations(noted below)that require annualappropriations of 10%of after-tax income to be set aside in a general reserve
139、fundprior to payment of dividends,WFOE is restricted in that respect,as well as inother respects noted below,in their ability to transfer a portion of their netassets to U-BX HK as a dividend.We note the following:1.PRC regulations currently permit the payment of dividends only out ofaccumulated pro
140、fits,as determined in accordance with PRC accountingstandards and regulations;2.WFOE is required to set aside,at a minimum,10%of their net income aftertaxes,based on PRC accounting standards,each year as statutory surplusreserves until the cumulative amount of such reserves reaches 50%of theirregist
141、ered capital;3.Such reserves may not be distributed as cash dividends;4.WFOE may also allocate a portion of their after-tax profits to fund theirstaff welfare and bonus funds;except in the event of a liquidation,thesefunds may also not be distributed to shareholders;the Company does notparticipate i
142、n a Common Welfare Fund;and5.The incurrence of debt,specifically the instruments governing such debt,may restrict a subsidiarys ability to pay stockholder dividends or makeother cash distributions.As of the date of this prospectus,U-BX and its subsidiaries have notdistributed any earnings or settled
143、 any amounts owed under the previous VIEAgreements,nor does U-BX and its subsidiaries have any plan to distribute earningsor settle amounts in the foreseeable future.During the fiscal year ended June 30,2022,U-BX transferred a total of$1,040 to U-BX HK and U-BX HK transferred$500 tothe WFOE.The cash
144、 transfers were to test the newly opened bank accounts.Duringthe fiscal year ended June 30,2021,there was no cash transfers between theholding company and its subsidiaries.During the fiscal year ended June 30,2022and 2021,there have been no dividends or distributions between the holdingcompany,its s
145、ubsidiaries or to investors.As of the date of this prospectus,cash transfers and/or transfers of otherassets between our Company and our subsidiaries were as follows:No.Transfer From Transfer To Amount($)Purpose1 U-BX U-BX HK 1,040 Transfer to test if the recipients bankaccount works normally2 U-BX
146、HK U-BX WFOE 500 Transfer to test if the recipients bankaccount works normallySee“Corporate History and Structure Transfers of Cash to and from OurSubsidiaries”Dividend Policy2022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives
147、/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm15/233We anticipate that we will retain any earnings to support operations and tofinance the growth and development of our business after the Companys initialpublic offering.Therefore,we do not expect to pay cash dividends in theforeseeabl
148、e future.Any future determination relating to our dividend policy willbe made at the52022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm16/233Table of Contentsdiscre
149、tion of our board of directors and will depend on a number of factors,including future earnings,capital requirements,financial conditions and futureprospects and other factors the board of directors may deem relevant.As of thedate of this prospectus,we have not paid any dividends or distributions to
150、 ourshareholders.Our Services and ProductsWe,through the PRC Operating Entities,provide value-added services andproducts to insurance carriers,so they can better serve their consumers.Throughthe digital promotion services,risk assessment services and value-added bundledbenefits we provide to insuran
151、ce carriers,we facilitate the business operationsand marketing for our insurance carrier clients.In the future,we plan to includeretail consumers in our client base.Digital Promotion ServicesWe help our institutional clients obtain visibility on various social mediaplatforms and generate our revenue
152、 based on consumers clicks,views or ourclients promotion time through those channels.Through the promotional channels,clients can promote brand awareness and their products and services.Using internetpublic domain traffic and private domain traffic,our promotion services havereached a large number o
153、f insurance buyers and connected them with multipleinsurance carriers,optimizing insurance advertising efficiency in a cost-efficientway.We use the services and platforms offered by third parties to obtain traffic oncertain platforms including online content-based platforms(e.g.Tik-Tok,Kuaishou,etc.
154、)and offline scene marketing platforms.In a typical scenario,we insert thehyperlink of our promotion materials on the website with high traffic,and peoplebrowsing the website content will likely click on our hyperlink and read thepromotion.Based on our clients specification about the promotion conte
155、nt,theexpected frequency of clicks and views,our operation staff tracks the workprogress and ensure the clients standards have been met at the end of eachpromotion cycle.Our technology team monitors the traffic and analyzes the resultsof each promotion and produces a traffic report for the clients.T
156、he clients areable to track the number of clicks and views.We also use popular social mediaplatforms as marketing channels.Currently,the largest social media we use isWeChat.As agreed in the promotion agreements we have with our clients,we receivecommissions from our clients based on the number of u
157、ser clicks and theinstitutional clients promotion time on the promotional channels.At thebeginning of each month,our clients set the monthly promotion budget and agreewith us on the exact promotion orders and promotion content.Our team subsequentlyworks on details of their promotion needs of that sp
158、ecific month.We send theservice invoice to our clients in the second half of each month after we receivethe confirmation of each months promotion effect from our clients.Our clientstypically pay at the end of each month.If a delay arises from an audit by a clientof a report,payment will arrive at th
159、e beginning of the next month.To date,wehave not had any issue collecting clients payments.Risk Assessment ServicesWe have developed a unique algorithm and named it the“Magic Mirror”tocalculate payout risks for insurance carriers to underwrite auto insurancecoverage.Utilizing our proprietary algorit
160、hmic model,we are able to generateindividualized risk reports based on the vehicle brand,model,travel area,andvehicle age.In turn,we are able to generate revenue based on the number ofassessment reports we provide to the insurance carriers.Equipped with acalculating formula for insurance carriers to
161、 assess the insurance risk attached toindividual vehicles and utilizing artificial intelligence(“AI”)and opticalcharacter recognition technology,Magic Mirror takes in vehicle information,andproduces a detailed individual risk assessment report for each vehicle,includingthe chances a certain vehicle
162、will be involved in an accident or suffer damage,thechances certain insurance claims will be brought for the vehicle,and an estimateof insurance settlement amounts under different auto insurance coverage types.Forexample,suppose the vehicle is a Ford SUV that has been used for 3 years in HebeiProvin
163、ce,China,Magic Mirror may conclude the risk of a shattered window is 35%and the average settlement is RMB 990(US$154).The development of Magic Mirror is based on various sources of information andtechnology,including the insurance types and rates from major insurance carriers,the public data on Auto
164、home Inc.s website,the public data of China Automobile2022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm17/233Industry Association and the prices of common vehicle
165、accessories and TensorFlowPython technology.TensorFlow Python is a free and open-source software library formachine learning and artificial intelligence created and released by Google.It canbe used to create deep learning models directly.Magic Mirror utilizes TensorFlowPython technologys machine lea
166、rning feature that can extrapolate the patterns62022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm18/233Table of Contentsbetween vehicle types and the entailed risk
167、s from vehicle information such asvehicle accessories,past claim settlement information and the auto insurance type.It strengthens Magic Mirrors calculating formula and risk assessment function.We are not aware of any products with similar functions in the market and webelieve our Magic Mirror has u
168、nique competitive advantages.In the most recentfinancial year,we have accumulated 50 Magic Mirror users and the annual revenuegenerated by this product has exceeded US$22 million.Insurance companies purchase this product from us to get a better understandingof the risks entailed with each individual
169、 vehicle they plan to insure.Thisproduct is especially popular among insurance carriers when insurance carriers arein greater need for predictability in making insurance decisions.Based on thevehicles information,including the vehicle type,functions,brand model,new carpurchase price,frame number,eng
170、ine number,seat number,displacement,power,vehicle age,and insurance type,etc.,we build our customers predictive modelswith multi-dimensional,multi-features and the accuracy of the risk assessmentresults in a visual form as below:_*The Xgboost model curve demonstrates the accuracy of Magic Mirrors pr
171、edictions.The dashedline shows any random prediction with a 50%accuracy rate,whereas the solid line shows theaccuracy of Magic Mirror,which is about 77.26%.Magic Mirror obtains all vehicle information from our clients,the autoinsurance carriers.We regularly update the Magic Mirror system based on th
172、einformation processed within the system,strengthening the efficiency of the AIcalculation method,so that the product could continue to provide more accuratereports to our clients.Value-added Bundled BenefitsWe sell value-added bundled benefits to insurance carriers.These benefitscomprise regular se
173、rvice codes,which carriers provide to their clients as part ofthe latters service package,as well as vehicle moving notification servicecodes.Upon presenting the code,vehicle owners are able to use a series of vehiclemaintenance services such as car washing,car maintenance,driver services andvehicle
174、 moving notification services.We regularly assess the pricing of theservices afforded by our service codes and update our service provider partnerpool,so that we can consistently offer good services at competitive prices to ourclients.Currently,our strategy still focuses on attracting more users byc
175、ompetitively pricing our service codes.Our vehicle moving notification service isa highly innovative design which allows the vehicle owners to receive instantnotification no matter where they are or where the vehicles are parked,if for anyreason their vehicles need to be moved to a different spot to
176、 make way for publicconvenience or another vehicle owners convenience.Vehicle owners possessing thevehicle moving notification code can place the code on their vehicles and receivephone notification without revealing their contact information if their vehicleneeds to be moved for public convenience.
177、72022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm19/233Table of ContentsThe suppliers of our regular service codes are auto maintenance service codeproviders who
178、have the capacity to consolidate vehicle maintenance serviceproviders all over China.We procure pre-packaged vehicle maintenance packages at arelatively low price from those suppliers,and then resell the code to our client,auto insurance carriers.Benefiting from our broad network with vehicle mainte
179、nanceservice providers,we have been able to obtain high-quality vehicle maintenanceservice packages at competitive prices,therefore maintaining a profit margin forthe Company,and a competitive advantage over our competitors.We create thevehicle moving notification service codes on our own and sell t
180、hem to the insurancecarriers directly.The vehicle maintenance service market in China is largely divided by region.There are relatively few vehicle service companies that offer nationally availablevehicle maintenance service,and those who offer such service scale are mainlylocated in first tier citi
181、es.The service codes we sell to insurance carriersafford vehicle owners maintenance services all over the country.We believe thisfeature makes our service codes more attractive to both insurance carriers whopurchase our codes and vehicle owners who use the service attached to the codes.Free Informat
182、ion on Website and Mini-programsWe maintain a free informational mini program within WeChat called“Wowobaodian”.This product mainly serves as an insurance brokers professionaldevelopment tool.Our editorial team regularly authors and posts articles aboutcutting-edge insurance industry trends,insuranc
183、e-related knowledge and most recentinsurance policies within this mini program.The materials are in the form ofarticles,pictures and videos.Equipped with the ability to mine WeChat Momentscontacts and efficiently reach prospective insurance buyers,this product has seena rapidly expanding customer ba
184、se since its launch.Prospective users can access the mini program by searching“Wowobaodian”miniprogram through WeChat,or clicking on the“Wowobaodian”card link shared by otherusers.Using Wowobaodian does not require user registration and is free of charge.This mini program has attracted a large numbe
185、r of insurance brokers that benefitfrom learning from our materials and sharing them with family and friends toachieve broader exposure to their prospective clients.On the other hand,having alarge group of active insurance brokers on our mini program increases our leverageduring the negotiation with
186、 our institutional clients and thus eases ourcommunication process with those clients.Our mini program is highly specialized in the vehicle insurance industry.We donot believe there is currently any other service provider who operates a similarinformational platform that focuses on auto insurance in
187、dustry.Therefore,webelieve our mini program has a competitive advantage and is a pioneer of theinformation platform related to the auto insurance industry.Our Customers and SuppliersOur customers are well-known insurance carriers and insurance intermediaries inChina.At present,we have established re
188、lationships with more than 300 city-levelproperty and casualty insurance carriers across the country,including thePeoples Insurance Company of China,Dajia Property Insurance Co.,Ltd.,ChinaPacific Property Insurance Co.,Ltd.,China Life Property Insurance Co.,Ltd.,Yongcheng Property Insurance Co.,Ltd.
189、,and Huatai Insurance Brokers Co.,Ltd.,etc.No customer individually represents greater than 10.0%of total revenues of theCompany for the fiscal years ended June 30,2022 and 2021.For each of the years ended June 30,2022 and 2021,our five largest customersaccounted for 27.4%and 25.1%of our total reven
190、ue,respectively.As of June 30,2022,one customer accounted for 55.9%of the total balance of accounts receivable.As of June 30,2021,three customers accounted for 22.5%,16.8%and 14.8%of thetotal balance of accounts receivable.Currently,our suppliers mainly consist of internet technology companies inChi
191、na.Our suppliers are divided into four categories:1)Promotion trafficsuppliers;2)Vehicle maintenance service code providers;3)Technology developmentsuppliers;and 4)Information operators.The promotion traffic suppliers representthe majority of our suppliers based on the cost of our suppliers.Among th
192、epromotion traffic suppliers,we use both online content platforms and offline scenemarketing platforms.We constantly adjust our supplier pool to optimize ourprocurement cost.2022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/
193、edgar/data/1888525/0003914/ff12022a10_ubxtech.htm20/23382022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm21/233Table of ContentsOur top four suppliers r
194、epresent 58%of our total supply volume,for the yearending June 30,2022.They are Xinchangtai Business Service(Fujian)Ltd.,HunanHefubao Information Consulting Co.,Ltd.,Hunan Zhongxiang Information TechnologyLtd.and Jinzhaixin Zhongbao Information Technology Co.,Ltd.For the year endedJune 30,2022,three
195、 suppliers accounted for 20.7%,17.8%and 11.8%of theCompanys total purchases.No suppliers individually represent greater than 10.0%of total accounts payable of the Company as of June 30,2022.For the year endedJune 30,2021,four suppliers accounted for 35.4%,21.7%,14.6%and 14.0%of theCompanys total pur
196、chases.As of June 30,2021,three suppliers accounted for51.2%,27.9%and 19.4%of the total balance of accounts payable.We enter supply contracts with our suppliers.A typical supplier agreementlasts for one year with the automatic option to extend by another year absenteither partys objection.Both parti
197、es have the right to terminate the agreementupon notifying the other party in advance.The supplier provides business supportand information consultation services and charges us service fees and managementfeed either monthly or on an agreed-upon date.Both parties bear responsibilitiesto keep the busi
198、ness information confidential.The supplier agreements are governedby the laws of PRC.We will diversify our pool of suppliers as we develop our business to reducethe risk of our dependence on our major suppliers.Sales and MarketingCurrently,through U-BX China and its subsidiaries,our marketing team c
199、onductspromotions offline by reaching out to auto insurance carriers by region.We plan touse the proceeds from this offering to promote our business through both onlinesocial media platforms and offline advertisement agencies.By promoting our brand and services,we aim to attract more individual clie
200、ntswe can promote directly without going through third party traffic suppliers.Forinstitutional clients,we will build a capable and resourceful sales team and sendthe team to communicate with our potential institutional clients.For individualclients,who are mostly insurance brokers,we will use both
201、online and offlinescene marketing,where we will partner with automakers,auto distributors andonline social media platforms.Our Growth StrategyEnhance our Digital Promotion ServiceCurrently,we are still at an early stage in our digital promotion services.Weplan to enhance our marketing team and hire
202、more well-connected marketing managersin the industry,who will help us reach more institutional clients that areinterested in using our promotion services.We plan to also diversify our internet marketing channels to reach morepotential users by expanding our current promotion channels from online on
203、ly toonline and offline.To build the offline channels,we plan to cooperate withvehicle manufactures and sellers.To expand online channels,we plan to partnerwith popular social platforms including Tik-Tok,Weibo,Baidu and Kuaishou topromote our clients insurance products.We anticipate that our promoti
204、oninvestment will at least double in size in the near future,and the width andintensity of our promotion channels will be strengthened.Improving the Content Quality of WowobaodianWe plan to further upgrade Wowobaodian by enriching its contents and functionsin order to grow our user base,and continue
205、 to diversify and optimize our productcontent to enhance the user experience.Currently,the content we create onWowobaodian are mainly in the form of articles and pictures.To better adapt to theuser needs,we will add more video-based content to educate Wowobaodian users.Forexample,we will design tuto
206、rial videos catering to insurance brokers to help thembuild their professional images.This video series will likely become the first setof paid content we create for our Wowobaodian users.Meanwhile,we plan to make the user experience on Wowobaodian more fun andeasier to share.For example,currently w
207、e are testing an interactive product onWowobaodian that will change the traditional one-way information input modecommonly seen on similar mini programs.This interactive product allows individualusers to produce92022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_u
208、bxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm22/2332022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm23/233Tabl
209、e of Contentsand share original content on our mini program so that our users will have theopportunity to adopt dual roles as readers and producers.During the testing stage,we will keep the uploading access open to all users,and then our quality controlteam will review the uploaded materials and sel
210、ect qualified materials to post onthe program.In the long term,we anticipate discovering users with high qualityoutput and further engaging with them.Strengthen our Partnership with Insurance Carriers and Insurance IntermediariesWe will continue to strengthen our existing service scope and introduce
211、 newhigh-quality services to create more value for our institutional customers.We planto extend our outreach to downstream insurance carriers to strengthen pricing andcustomization of insurance products.Our priority is to recruit more talent in theinsurance actuarial field in order to perfect the AI
212、 calculation within the MagicMirror system,so we can better serve our institutional clients by providing a moreaccurate pricing formula for their business.Currently,we assist our clients with the insurance claim risk assessment usingthe Magic Mirror formula.In the future,we plan to expand our curren
213、t businessscale and move our focus toward insurance service marketing and apply ourtechnology service in that field.Increasing our Technological CapabilitiesWe will continue to develop our AI and big data capabilities,including ourcore technical capabilities,data processing technology and machine le
214、arningalgorithms in order to strengthen the data mining and analysis capabilities ofMagic Mirror.We plan to enhance our ability to provide solutions that cater to theneeds of customers to help customers better achieve marketing promotion andconsumer monetization capabilities.We will keep updating th
215、e core technologies ofthe Magic Mirror to satisfy our customers needs.Currently,we have 9 employees on our research and development team.Some ofthe employees used to serve as technology specialists for renowned internettechnology companies,and some possess multiple years of insurance productdevelopm
216、ent experience in the insurance industry.We will keep investing inexpanding our research and development team.In the year to come,we plan to doublethe size of our research and development team.Meanwhile,we will familiarize ourteam with the most cutting-edge technology services in the market,such as
217、voicerecognition,facial recognition,and AI interaction,and incorporate them in ourservices.The cost of our research and development team currently represents 70%ofour total staff cost.Expand the Service ScopeWe plan to expand our current service scope into the life insurance and healthinsurance indu
218、stry.We will reach out to prospective institutional clients in thehealth insurance industry as well as discover individual clients,aiming to coverthe whole spectrum of the health insurance market.Our first step is to recruitmore well-connected and knowledgeable staff with extensive experience in the
219、 healthinsurance industry for our promotion services and Wowobaodian mini program,so thatwe can keep up the quality of our output to users of Wowobaodian and reachinstitutional clients in the health industry field.In the future,we plan toestablish a separate department focusing on health insurance c
220、lients.According to our research,short-term health insurance is comparable toproperty insurance in terms of the insurance sales tactics,insuranceinstitutions marketing efforts and development stage,and insurance buyerspurchasing habits.We plan to take advantage of our current vehicle insuranceexpert
221、ise and expand directly in the short-term health insurance field.Long termhealth insurance requires more complicated management and the business operatesvery differently from vehicle insurance.It operates on various long term insurancecontracts that involve more difficult decisions in terms of purch
222、ase price andcoverage.Our initial strategy will include conducting more industry research andfocusing on knowledge output.Gradually we will come up with a business model thatis profitable and sustainable.Develop Overseas MarketsWe plan to expand our technology to conduct business in Southeast Asia a
223、ndother international markets,and provide overseas customers with online growthstrategies.We believe that our advanced technology,products and content,andoperating model make us competitive in many overseas markets as well as domestic2022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/000121390
224、022073914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm24/233markets.Southeast Asia market has great potential evidenced by fast industrygrowth.We anticipate that our experience in building our business operations inChina will be great
225、ly helpful to our business expansion in Southeast Asia.102022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm25/233Table of ContentsCurrently,we are recruiting new gr
226、aduates who are familiar with the variousSoutheast Asian languages and business cultures to build an international businessdevelopment team.This team will contact local insurance institutions initially andfamiliarize themselves with local insurance regulations.Our plan is to initiateour operations i
227、n Vietnam and Indonesia next year and we anticipate achievingprofitability in those regions in two years.Competitive AdvantagesThrough our PRC Operating Entities,we are committed to optimizing matchinginternet platform advertising strategies with insurance customers through the useof the internet,AI
228、 tools and big data.We believe we are one of the pioneers inthe insurance technology industry that mainly serves auto insurance carriers.Ourmajor competitors are mainly involved in helping insurance carriers acquire moreclients or with insurance carriers policy issuing process,whereas we rely oninte
229、rnet technology and online traffic promotions.Our goal is to become thelargest business platform serving both insurance brokers and insurance carriers,helping insurance carriers transform their promotion means from traditional offlinechannels to online channels.We believe that we have some competiti
230、ve advantages,which will enable us tomaintain and further improve our industry market position in the national market.Our competitive advantages include:Experienced and Visionary Management TeamOur management team has extensive experience in the insurance industry and theinternet industry.For exampl
231、e,our COO,Mingfei Liu served as the vice presidentof Fanhua Brokerage,the largest insurance brokerage company in Asia,and thesenior director of Gome Financial Insurance.He has developed multiple insuranceproducts such as mobile phone broken screen insurance.Our CEO,Jian Chen used towork at Chinas fi
232、rst-tier Internet companies,including Q and AutohomeInc.,where he was responsible for product and operations management.Mr.Chenbuilt the vehicle owner service department at Autohome Inc.and built a vehicleowner service platform with more than 100 million registered users.Our managers have sharp busi
233、ness judgment,execution power and a keen eye onthe future development trends of the industry.We have also cultivated a corporateculture that inspires insurance consumers to appreciate and understand all aspectsof insurance products.We believe this culture is the foundation of innovativebusiness mode
234、ls for our industry.Market Promotion AdvantageWe analyze user needs,behaviors,patterns and preferences to develop data-driven personalized content and service ranges.We have an accurate match betweenthe insurance company clients and the insurance buyers and often successfully matchthe two groups bas
235、ed on each others unique needs.In terms of marketing and promotion,we collect and study website user browsingbehavior,browsing scenes and other data to achieve precise docking.We strive tomatch advertising strategies with insurance customers,improve marketingefficiency,and reduce the cost of marketi
236、ng and promotion.We have designedmultiple approaches for our market promotion business through website dataanalysis,including website visitation time span and visitor clicks tracking.Technical AdvantagesWe have an advanced position in terms of our technology teams qualification,the depth of our use
237、of technology as well as our research and developmentinvestment.We use AI and big data as the technical foundation and pursue a user-oriented strategy.Our deep industry knowledge in algorithms and marketing insightsprovide us with substantial AI capabilities.We have developed and are constantlyoptim
238、izing the AI-based Magic Mirror,which effectively collects user behaviorinformation and analyzes a large amount of data from multiple sources throughoutour entire content generation system.In additional to the Magic Mirror system,we will come up with more digitalproducts that serve our institutional
239、 clients.For example,with our own AIalgorithm,we can accurately predict the future probability of compensation and therough amount of compensation for vehicles.As a result,we can help insurancecarriers provide precise risk control measures to reduce the insurance companysoperating risks and business
240、 losses.2022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm26/233112022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm
241、https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm27/233Table of ContentsHigh Quality Content on WowobaodianOur editorial team consists of experienced staff with years of experience inthe insurance industry.The team has up-to-date knowledge and caters to ourread
242、ers needs timely.Our authors are professionals that have experience inrunning sizable platforms and internet technology companies,such as Q,M,JD.com and Autohome Inc.We have high standards in our recruitment and aim to build a diverse and multi-talented team that is able to generate up-to-date indus
243、try materials in multipleforms,including articles,audios and videos.Meanwhile,we are careful inproviding insights about most recent industry policies.Given that regulations ofthe insurance industry in China are strict and intricate,our editorial team alsooffers detailed policy analysis and apply the
244、ir professional experience andknowledge in our articles.Summary of Risk FactorsAn investment in our ordinary shares is subject to a number of risks,includingrisks related to our business and industry,risks related to our corporatestructure,risks related to doing business in China and risks related t
245、o ourordinary shares being offered in this offering.You should carefully consider allof the information in this prospectus before making an investment in our ordinaryshares.The following list summarizes some,but not all,of these risks.Pleaseread the information in the section entitled“Risk Factors”f
246、or a more thoroughdescription of these and other risks.Risks Related to Our Corporate Structure(beginning on page 22 of thisprospectus)Some of our shareholders are not in compliance with the PRCs regulationsrelating to offshore investment activities by PRC residents,and as aresult,the shareholders m
247、ay be subject to penalties if we are not able toremediate their non-compliance.Our current corporate structure and business operations may besubstantially affected by the newly enacted Foreign Investment Law.Risks Related to Doing Business in China(beginning on page 24 of thisprospectus)PRC regulati
248、ons relating to investments in offshore companies by PRCresidents may subject our PRC-resident beneficial owners or our PRCsubsidiaries to liability or penalties,limit our ability to injectcapital into our PRC subsidiaries or limit our PRC subsidiaries abilityto increase their registered capital or
249、distribute profits.Substantial uncertainties exist with respect to the interpretation andimplementation of the PRC Foreign Investment Law and how it may impact theviability of our current corporate structure,corporate governance andbusiness operations.The Chinese government exerts substantial influe
250、nce over the manner inwhich we must conduct our business activities.We are currently notrequired to obtain approval from Chinese authorities to list on U.Sexchanges,however,if we were required to obtain approval in the futureand were denied permission from Chinese authorities to list onU.S.exchanges
251、,we will not be able to continue listing on U.S.exchangesand the value of our ordinary shares may significantly decline or beworthless,which would materially affect the interest of the investors.U-BX is a holding company and will rely on dividends paid by oursubsidiaries for our cash needs.Any limit
252、ation on the ability of oursubsidiaries to make dividend payments to us,or any tax implications ofmaking dividend payments to us,could limit our ability to pay our parentcompanys expenses or pay dividends to holders of our ordinary shares.Uncertainties with respect to the PRC legal system,includingu
253、ncertainties regarding the enforcement of laws,and sudden or unexpectedchanges in laws and regulations in China could adversely affect us andlimit the legal protections available to you and us.We may become subject to a variety of laws and regulations in the PRCregarding privacy,data security,cybers
254、ecurity,and data protection.Wemay be liable for improper use or appropriation of personal informationprovided by our customers.2022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a1
255、0_ubxtech.htm28/233122022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm29/233Table of Contents You may experience difficulties in effecting service of legal process
256、,enforcing foreign judgments or bringing actions in China against us or ourmanagement named in the prospectus based on foreign laws.We face uncertainties with respect to indirect transfers of equityinterests in PRC resident enterprises by their non-PRC holding companies.The M&A Rules and certain oth
257、er PRC regulations may make it more difficultfor us to pursue growth through acquisitions.PRC regulations relating to offshore investment activities by PRCresidents may limit our PRC subsidiaries ability to change theirregistered capital or distribute profits to us or otherwise expose us orour PRC r
258、esident beneficial owners to liability and penalties under PRClaws.Our failure to fully comply with PRC labor-related laws may expose us topotential penalties.Our ordinary shares may be prohibited from being traded on a nationalexchange under the Holding Foreign Companies Accountable Act(the“HFCAAct
259、”),if the Public Company Accounting Oversight Board(the“PCAOB”)isunable to inspect our auditors for three consecutive years beginning in2021.The delisting of our ordinary shares,or the threat of their beingdelisted,may materially and adversely affect the value of yourinvestment.Our contractual arran
260、gements were governed by PRC law.Accordingly,thesecontracts would be interpreted in accordance with PRC law,and anydisputes would be resolved in accordance with PRC legal procedures,whichmay not protect you as much as those of other jurisdictions,such as theUnited States.Risks Related to Our Busines
261、s and Industry(beginning on page 42 of thisprospectus)Our limited operating history and evolving business model make itdifficult to evaluate our business and future prospects and the risks andchallenges we may encounter.Our revenues and future growth depend on the development of the automotiveindust
262、ry in the PRC,the outlook for which is subject to numerousuncertainties,including Chinas policies,laws,and regulations.We have a history of net losses and negative cash flows from operatingactivities,which may continue in the future.If we are unable to retain and attract customers,or if we lose oure
263、xisting customer base due to our inability to gain market acceptance forour services,our business and results of operations may be materially andnegatively affected.Regulatory actions,legal proceedings and customer complaints against uscould harm our reputation and have a material adverse effect on
264、ourbusiness,results of operations,financial condition and prospects.We may face disruption to our technology systems and resultinginterruptions in the availability of our services.We may fail to make necessary or desirable strategic alliances,acquisitions or investments,and we may not be able to ach
265、ieve thebenefits we expect from the alliances,acquisition or investments we make.A small number of customers account for a large portion of our revenues.If we are unable to maintain the relationship with these major clients orengage with more clients,our business may be materially and adverselyaffec
266、ted.Risks Related to Our Ordinary Shares and this Offering(beginning on page49 of this prospectus)There has been no public market for our shares or ordinary shares prior tothis offering,and you may not be able to resell our ordinary shares at orabove the price you paid,or at all.The trading price of
267、 the ordinary shares is likely to be volatile,whichcould result in substantial losses to investors.Substantial future sales or perceived potential sales of our ordinaryshares in the public market could cause the price of our ordinary shares2022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/000
268、3914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm30/233to decline.You may experience dilution of your holdings due to inability toparticipate in rights offerings.132022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/00
269、03914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm31/233Table of Contents We are an emerging growth company within the meaning of the Securities Actand may take advantage of certain reduced reporting requirements.There can
270、be no assurance that we will not be a passive foreign investmentcompany,or PFIC,for U.S.federal income tax purposes for any taxableyear,which could result in adverse U.S.federal income tax consequencesto U.S.holders of the ordinary shares.Holding Foreign Companies Accountable Act(the“HFCA ACT”)Our o
271、rdinary shares may be prohibited from trading on a national exchange underthe HFCA ACT if the Public Company Accounting Oversight Board(the“PCAOB”)isunable to inspect our auditors for three consecutive years beginning in 2021.OnJune 22,2021,the U.S.Senate passed the Accelerating Holding Foreign Comp
272、aniesAccountable Act,which,if passed by the U.S.House of Representatives and signedinto law,would reduce the period of time for foreign companies to comply withPCAOB audits to two consecutive years instead of three,thus reducing the timeperiod for triggering the prohibition on trading.On December 2,
273、2021,the U.S.Securities and Exchange Commission(“SEC”)adopted final amendments to its rulesimplementing the HFCA ACT.The rules apply to registrants the SEC identifies ashaving filed an annual report with an audit report issued by a registered publicaccounting firm that is located in a foreign jurisd
274、iction and that the PCAOB isunable to inspect or investigate(Commission-Identified Issuers)and requireCommission-Identified Issuers identified by the SEC to submit documentation andmake disclosures required under the HFCA ACT.In addition,the final amendmentsalso establish procedures the SEC will fol
275、low in(i)determining whether aregistrant is a“Commission-Identified Issuer”and(ii)prohibiting the trading onU.S.securities exchanges and in the over-the-counter market of securities of a“Commission-Identified Issuer”under the HFCA ACT.The final amendments areeffective on January 10,2022.The SEC will
276、 begin to identify and list Commission-Identified Issuers on its website shortly after registrants begin filing theirannual reports for 2021.Pursuant to the HFCA ACT,the PCAOB issued a DeterminationReport on December 16,2021,which found that the PCAOB is unable to inspect orinvestigate completely re
277、gistered public accounting firms headquartered in mainlandChina or Hong Kong,a Special Administrative Region of the PRC,because of aposition taken by one or more authorities in the PRC or Hong Kong.In addition,thePCAOBs report identified the specific registered public accounting firms whichare subje
278、ct to these determinations.On August 26,2022,the PCAOB announced thatit had signed a Statement of Protocol(the“SOP”)with the China SecuritiesRegulatory Commission and the Ministry of Finance of China.The SOP,together withtwo protocol agreements governing inspections and investigations(together,the“S
279、OP Agreement”),establishes a specific,accountable framework to make possiblecomplete inspections and investigations by the PCAOB of audit firms based inmainland China and Hong Kong,as required under U.S.law.The SOP Agreement remainsunpublished and is subject to further explanation and implementation
280、.Pursuant tothe fact sheet with respect to the SOP Agreement disclosed by the SEC,the PCAOBshall have sole discretion to select any audit firms for inspection orinvestigation and the PCAOB inspectors and investigators shall have a right to seeall audit documentation without redaction.According to th
281、e PCAOB,its December2021 determinations under the HFCA Act remain in effect.The PCAOB is required toreassess these determinations by the end of 2022.Under the PCAOBs rules,areassessment of a determination under the HFCA Act may result in the PCAOBreaffirming,modifying or vacating the determination.H
282、owever,if the PCAOBcontinues to be prohibited from conducting complete inspections and investigationsof PCAOB-registered public accounting firms in mainland China and Hong Kong,thePCAOB is likely to determine by the end of 2022 that positions taken by authoritiesin the PRC obstructed its ability to
283、inspect and investigate registered publicaccounting firms in mainland China and Hong Kong completely,then the companiesaudited by those registered public accounting firms would be subject to a tradingprohibition on U.S.markets pursuant to the HFCA Act.Our auditor,Wei,Wei&Co.,LLP,is headquartered in
284、New York,NY and has beeninspected by the PCAOB on a regular basis,with the last inspection completed inAugust 2020,and it is not subject to the determinations announced by the PCAOB onDecember 16,2021.However,according to Article 177 of the PRC SecuritiesLaw,or Article 177,which became effective in
285、March 2020,the securitiesregulatory authority of the State Council may establish a regulatorycooperation mechanism with securities regulatory authorities of anothercountry or region for the implementation of cross-border supervision andadministration.Article 177 further provides that overseas securi
286、tiesregulatory authorities shall not engage in activities pertaining toinvestigations or2022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm32/233142022/12/13https:/w
287、ww.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm33/233Table of Contentsevidence collection directly conducted within the territories of the PRC,and that no Chinese entities or indi
288、viduals shall provide documents andinformation in connection with securities business activities to anyorganizations and/or persons aboard without the prior consent of thesecurities regulatory authority of the State Council and the competentdepartments of the State Council.If our ordinary shares are
289、 prohibitedfrom being traded on a national securities exchange or over-the counterunder the HFCA Act under the HFCA ACT in the future because the PCAOBdetermines that it cannot inspect or fully investigate our auditor,whichhas a presence in China,at such future time,Nasdaq may determine todelist our
290、 ordinary shares.See“Risk Factors Risks Related to DoingBusiness in the Peoples Republic of China Our ordinary shares may be prohibitedfrom being traded on a national exchange under the Holding Foreign CompaniesAccountable Act(the“HFCA Act”),if the Public Company Accounting Oversight Board(the“PCAOB
291、”)is unable to inspect our auditors for three consecutive yearsbeginning in 2021.The delisting of our ordinary shares,or the threat of theirbeing delisted,may materially and adversely affect the value of your investment.”on page 39 of this prospectus.PRC Limitations on Overseas ListingThe Regulation
292、s on Mergers and Acquisitions of Domestic Companies by ForeignInvestors,or the M&A Rules,adopted by six PRC regulatory agencies requires anoverseas special purpose vehicle formed for listing purposes through acquisitionsof PRC domestic companies and controlled by PRC companies or individuals to obta
293、inthe approval of the China Securities Regulatory Commission,or the CSRC,prior tothe listing and trading of such special purpose vehicles securities on anoverseas stock exchange.On December 24,2021,the CSRC released the Administrative Provisions of theState Council Regarding the Overseas Issuance an
294、d Listing of Securities by DomesticEnterprises(Draft for Comments)(the“Draft Administrative Provisions”)and theMeasures for the Overseas Issuance of Securities and Listing Record-Filings byDomestic Enterprises(Draft for Comments)(the“Draft Filing Measures,”collectively with the Draft Administrative
295、Provisions,the“Draft Rules RegardingOverseas Listing”),both of which have a comment period that expires on January23,2022.The Draft Rules Regarding Overseas Listing lay out the filing regulationarrangement for both direct and indirect overseas listing,and clarify thedetermination criteria for indire
296、ct overseas listing in overseas markets.Amongother things,if a domestic enterprise intends to indirectly offer and listsecurities in an overseas market,the record-filing obligation is with a majoroperating entity incorporated in the PRC and such filing obligation shall becompleted within three worki
297、ng days after the overseas listing application issubmitted.The required filing materials for an initial public offering and listingshall include but not limited to:regulatory opinions,record-filing,approval andother documents issued by competent regulatory authorities of relevant industries(if appli
298、cable);and security assessment opinion issued by relevant regulatoryauthorities(if applicable).If the CSRC or other regulatory agencies later promulgate new rules orexplanations requiring that we obtain their approvals for this offering and anyfollow-on offering,we may be unable to obtain such appro
299、vals and we may facesanctions by the CSRC or other PRC regulatory agencies for failure to seek suchapprovals which could significantly limit or completely hinder our ability to offeror continue to offer securities to our investors and the securities currently beingoffered may substantially decline i
300、n value and be worthless.We believe the CSRCs approval is not required for the offering and trading ofour ordinary shares on Nasdaq in the context of this offering,given that:(i)ourPRC subsidiaries were incorporated by means of direct investment rather than bymerger or acquisition of equity interest
301、 or assets of a PRC domestic company ownedby PRC companies or individuals as defined under the M&A Rules that are ourbeneficial owners;(ii)the CSRC currently has not issued any definitive rule orinterpretation concerning whether offerings like ours under this prospectus aresubject to the M&A Rules;a
302、nd(iii)no provision in the M&A Rules clearlyclassifies contractual arrangements as a type of transaction subject to the M&ARules.As of the date of this prospectus,no relevant laws or regulations in thePRC explicitly require us to seek approval from the CSRC or any other PRCgovernmental authorities f
303、or this offering,nor has our company or any of oursubsidiaries received any inquiry,notice,warning or sanctions regarding ourplanned offering from the CSRC or any other PRC governmental authorities.However,since these statements and regulatory actions by the PRC government are newlypublished and off
304、icial guidance and related implementation rules have not beenissued,there remain some uncertainties as to how the rules will be interpreted or2022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0001213900220
305、73914/ff12022a10_ubxtech.htm34/233implemented in the context of an overseas offering and the potential impact suchmodified or new laws and regulations will have on the daily business operation ofthe PRC Operating Entities.We cannot assure152022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/000
306、3914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm35/233Table of Contentsyou that relevant PRC government agencies,including the CSRC,would reach the sameconclusion as we do.The PRC regulatory authorities may in the future p
307、romulgatelaws,regulations or implementing rules that requires our company or oursubsidiaries to obtain regulatory approval from Chinese authorities before listingin the U.S.If it is determined that CSRC approval is required for this offering,we may face sanctions by the CSRC or other PRC regulatory
308、agencies for failure toseek CSRC approval for this offering.As of the date of this prospectus,the Draft Rules Regarding Overseas Listingshave not been promulgated,and we are not required to obtain permission or approvalfrom the government of China for any offering pursuant to this prospectus.Whileth
309、e final version of the Draft Rules Regarding Overseas Listings are expected to beadopted in 2022,we believe that we will be required to comply with the filingrequirements or procedures set forth in the Draft Rules Regarding Overseas Listingsand that none of the situations that would clearly prohibit
310、 overseas offering andlisting applies to us.In reaching this conclusion,we are relying on the advice ofour PRC counsel,Jiangsu Junjin Law Firm,which has advised us that neither theholding company,nor our subsidiaries are currently required to obtain approvalfrom Chinese authorities,including the CSR
311、C,or the CAC,to list on U.S exchangesor issue securities to foreign investors.It should be noted however,that there is uncertainty in relying on such adviceof counsel in connection with draft legislation as the final version may bematerially different and/or that the implementing regulations have ye
312、t to bepromulgated.We cannot assure you that we will be able to get the clearance offiling procedures under the Draft Rules Regarding Overseas List on a timely basis,or at all.Any failure of us to fully comply with new regulatory requirements maysignificantly limit or completely hinder our ability t
313、o continue to offer ourordinary shares,cause significant disruption to our business operations,andseverely damage our reputation,which could materially and adversely affect ourfinancial condition and results of operations and cause our ordinary shares tosignificantly decline in value or become worth
314、less.For more detailed information,see“Risk Factors Risks Related to DoingBusiness in China The approval of the China Securities Regulatory Commission maybe required in connection with this offering,and,if required,we cannot predictwhether we will be able to obtain such approval.”on page 35 of this
315、prospectus.Recent Regulatory Development in PRCOn November 7,2016,the Standing Committee of the PRC National PeoplesCongress issued the Cyber Security Law of the PRC,or Cyber Security Law,whichbecame effective on June 1,2017.On June 10,2021,the Standing Committee of the NPC promulgated the PRC DataS
316、ecurity Law,which became effective on September 1,2021.The Data Security Lawsets forth the data security protection obligations for entities and individualshandling personal data,including that no entity or individual may acquire suchdata by stealing or other illegal means,and the collection and use
317、 of such datashould not exceed the necessary limits.On July 10,2021,the Cyberspace Administration of China,or the CAC,issued arevised draft of the Measures for Cybersecurity Review for public comments,whichpropose to authorize the relevant government authorities to conduct cybersecurityreview on a r
318、ange of activities that affect or may affect national security,including listings in foreign countries by companies that possess the personal dataof more than one million users.On January 4,2022,thirteen PRC regulatoryagencies,namely,the CAC,the NDRC,the Ministry of Industry and InformationTechnolog
319、y,the Ministry of Public Security,the Ministry of State Security,theMinistry of Finance,MOFCOM,SAMR,CSRC,the Peoples Bank of China,the NationalRadio and Television Administration,National Administration of State SecretsProtection and the National Cryptography Administration,jointly adopted andpublis
320、hed the Measures for Cybersecurity Review(2021),which became effective onFebruary 15,2022.The Measures for Cybersecurity Review(2021)required that,among others,in addition to“operator of critical information infrastructure”any“operator of network platform”holding personal information of more than on
321、emillion users which seeks to list in a foreign stock exchange should also besubject to cybersecurity review.In addition,on November 14,2021,the CAC released the Regulations on NetworkData Security(draft for public comments),or the draft Regulations on Network DataSecurity,and will accept public com
322、ments until December 13,2021.According to thedraft Regulations on Network Data Security,if a data processor that processes2022/12/13https:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubx
323、tech.htm36/233personal data of more than one million users intends to list overseas,it shallapply for a cybersecurity review.In addition,data processors that processimportant data or are listed overseas shall carry out an annual data security162022/12/13https:/www.sec.gov/Archives/edgar/data/1888525
324、/0003914/ff12022a10_ubxtech.htmhttps:/www.sec.gov/Archives/edgar/data/1888525/0003914/ff12022a10_ubxtech.htm37/233Table of Contentsassessment on their own or by engaging a data security services institution,andthe data security assessment report for the prior year should be sub
325、mitted to thelocal cyberspace affairs administration department before January 31 of each year.Currently,the draft Regulations on Network Data Security has been released forpublic comment only,and its implementation provisions and anticipated adoption oreffective date remains substantially uncertain
326、 and may be subject to change.We donot know what regulations will be adopted or how such regulations will affect usand our listing on Nasdaq.In the event that the CAC determines that we are subjectto these regulations,we may be required to delist from Nasdaq and we may besubject to fines and penalti
327、es.We do not expect to be subject to the cybersecurity review by the CAC for thisoffering,given that:(i)using our products and services does not require users toprovide any personal information;(ii)we do not possess any personal informationof users in our business operations;and(iii)data processed i
328、n our business doesnot have a bearing on national security and thus may not be classified as core orimportant data by the authorities.Our WeChat mini program is used only to provideinsurance-related news and information,and does not have access to any personalinformation of the program users or the
329、public.However,if the draft Regulationson Network Data Security is adopted into law and we become listed on Nasdaq,ourPRC Operating Entities likely will be required to perform annual data securityassessment either by itself or retaining a third-party data security serviceprovider and submit such dat
330、a security assessment report to the local agency everyyear.Neither the CAC nor any other PRC regulatory agency or administration hascontacted the Company in connection with the our PRC Operating Entitiesoperations.The Company is currently not required to obtain regulatory approvalfrom the CAC nor an
331、y other PRC authorities for the PRC Operating Entitiesoperations.However,there remains uncertainty as to how the Measures forCybersecurity Review(2021)will be interpreted or implemented and whether the PRCregulatory agencies,including the CAC,may adopt new laws,regulations,rules,ordetailed implement
332、ation and interpretation related to the Measures forCybersecurity Review(2021).We cannot assure you that PRC regulatory agencies,including the CAC,would take the same view as we do,and there is no assurancethat we can fully or timely comply with such laws.In the event that the applicablelaws,regulat
333、ions,or interpretations change such that we are subject to anymandatory cybersecurity review and other specific actions required by the CAC,wecannot guarantee whether we can complete the registration process in a timelymanner,or at all.Given such uncertainty,we may be further required to suspendour relevant business,shut down our website,or face other penalties,which couldmaterially and adversely