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1、2022/12/13https:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htm1/224F-1/A 1 ea157437-f1a11_ostintech.htm AMENDMENT NO.11 TO FORM F-1As filed with the Securities and
2、Exchange Commission on March 29,2022.Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Amendment No.11toFORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ostin Technology Group Co.,Ltd.(Exact name of Registrant as specified in its charter)
3、Not Applicable(Translation of Registrants name into English)Cayman Islands 3679 Not Applicable(State or other jurisdiction of incorporation or organization)(Primary Standard Industrial Classification Code Number)(I.R.S.Employer Identification number)Building 2,101/2011 Kechuang RoadQixia District,Na
4、njingJiangsu Province,China 210046Tel:+86(25)58595234(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Puglisi&Associates 850 Library Avenue,Suite 204 Newark,DE 19711 Tel:(302)738-6680(Name,address,including zip code,and telephone number,
5、including area code,of agent for service)Copies of all communications,including communicationssent to agent for service,should be sent to:David Selengut,Esq.Louis Taubman,Esq.Wei Wang,Esq.Hunter Taubman Fischer&Li LLCEllenoff Grossman&Schole LLP48 Wall Street,Suite 11001345 Avenue of the Americas,11
6、th FloorNew York,NY 10005New York,NY 10105Tel:212-530-2206 Tel:(212)370-1300 Fax:(212)370-7889 Approximate date of commencement of proposed sale to the public:As soon as practicable after this registration statementbecomes effective.If any of the securities being registered on this Form are to be of
7、fered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please checkthe following box and list the Securities Act regist
8、ration statement number of the earlier effective registration statement for the2022/12/13https:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htm2/224same offering.If t
9、his Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuan
10、t to Rule 462(d)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Se
11、curities Act of1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandar
12、ds provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April 5,2012.The Registrant hereby amends this registration stat
13、ement on such date or dates as may be necessary to delay its effectivedate until the Registrant shall file a further amendment which specifically states that this registration statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until
14、theregistration statement shall become effective on such date as the Commission,acting pursuant to said Section 8(a),maydetermine.2022/12/13https:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005945/
15、ea157437-f1a11_ostintech.htm3/224 The information in this preliminary prospectus is not complete and may be changed.We may not sell these securities untilthe registration statement filed with the Securities and Exchange Commission is effective.This preliminary prospectus isnot an offer to sell these
16、 securities and we are not soliciting offers to buy these securities in any jurisdiction where the offeror sale is not permitted.PRELIMINARY PROSPECTUSSUBJECT TO COMPLETION,DATED MARCH 29,2022 3,375,000 Ordinary Shares Ostin Technology Group Co.,Ltd.This is the initial public offering of ordinary sh
17、ares of Ostin Technology Group Co.,Ltd.,a Cayman Islands exemptedholding company substantially all of its operations in China.Throughout this prospectus,unless the context indicates otherwise,references to“Ostin”refer to Ostin Technology Group Co.,Ltd.,a holding company and references to“we,”the“Com
18、pany”or“our company”are to Ostin and/or its consolidated subsidiaries.We are offering 3,375,000 ordinary shares,par value$0.0001 per share.We expect the initial public offering price of theshares to be$4.00 per share.Prior to this offering,there has been no public market for our ordinary shares.We h
19、ave applied tohave our ordinary shares listed on the Nasdaq Capital Market(or Nasdaq)under the symbol“OST.”We cannot guarantee that wewill be successful in listing our ordinary shares on the Nasdaq;however,we will not complete this offering unless we are so listed.We are both an“emerging growth comp
20、any”and a“foreign private issuer”as defined under the U.S.federal securitieslaws and,as such,may elect to comply with certain reduced public company reporting requirements for this and future filings.See“Prospectus SummaryImplications of Being an Emerging Growth Company”and“Prospectus SummaryImplica
21、tions of Beinga Foreign Private Issuer.”Investing in our ordinary shares involves significant risks.The risks could result in a material change in the valueof the securities we are registering for sale or could significantly limit or completely hinder our ability to offer or continueto offer securit
22、ies to investors.Our ordinary shares offered in this prospectus are shares of our Cayman Islands holdingcompany,which has no material operations of its own and conducts substantially all of its operations through the operatingentities established in the Peoples Republic of China,or the PRC,primarily
23、 Jiangsu Austin Optronics Technology Co.,Ltd.(“Jiangsu Austin”),our majority owned subsidiary and its subsidiaries.Jiangsu Austin used to be partially controlledthrough a series of contractual arrangements(the“VIE Arrangements”)due to transfer limitation on certain shares ofJiangsu Austin owned by i
24、ts prior shareholders who were its directors,supervisors and senior management members.Effective on February 16,2022,we terminated the VIE Arrangements and completely unwound the VIE structure,as aresult of which we hold 97.85%of the issued and outstanding shares of Jiangsu Austin.For a description
25、of our corporatestructure and related changes,see“Corporate Structure”beginning on page 49.In addition,as we conduct substantially all of our operations in China,we are subject to legal and operational risksassociated with having substantially all of our operations in China,including risks related t
26、o the legal,political andeconomic policies of the Chinese government,the relations between China and the United States,or Chinese or UnitedStates regulations,which risks could result in a material change in our operations and/or cause the value of our ordinaryshares to significantly decline or becom
27、e worthless and affect our ability to offer or continue to offer securities to investors.Recently,the PRC government initiated a series of regulatory actions and made a number of public statements on theregulation of business operations in China with little advance notice,including cracking down on
28、illegal activities in thesecurities market,enhancing supervision over China-based companies listed overseas,adopting new measures to extend thescope of cybersecurity reviews,and expanding efforts in anti-monopoly enforcement.As advised by our PRC counsel,King&Wood Mallesons,as of the date of this pr
29、ospectus,we are not directly subject to these regulatory actions or statements,aswe have not implemented any monopolistic behavior and our business does not involve the collection of user data,implicatecybersecurity,or involve any other type of restricted industry.As further advised by our PRC couns
30、el,as of the date of thisprospectus,no effective laws or regulations in the PRC explicitly require us to seek approval from the China SecuritiesRegulatory Commission(the“CSRC”)or any other PRC governmental authorities for our overseas listing plan,nor hasour company or any of our subsidiaries receiv
31、ed any inquiry,notice,warning or sanctions regarding our planned overseaslisting from the CSRC or any other PRC governmental authorities.However,since these statements and regulatory actionsby the PRC government are newly published and official guidance and related implementation rules have not been
32、 issued,2022/12/13https:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htm4/224it is highly uncertain what the potential impact such modified or new laws and regulation
33、s will have on our daily businessoperation,the ability to accept foreign investments and list on an U.S.exchange.The Standing Committee of the NationalPeoples Congress(the“SCNPC”)or other PRC regulatory authorities may in the future promulgate laws,regulations orimplementing rules that requires our
34、company,or any of our subsidiaries to obtain regulatory approval from Chineseauthorities before listing in the U.S.See“Risk Factors”beginning on page 14 for a discussion of these legal and operationalrisks and other information that should be considered before making a decision to purchase our ordin
35、ary shares.2022/12/13https:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htm5/224 Furthermore,as more stringent criteria have been imposed by the SEC and the Public Co
36、mpany AccountingOversight Board(the“PCAOB”)recently,our securities may be prohibited from trading if our auditor cannot be fullyinspected.On December 16,2021,the PCAOB issued its determination that the PCAOB is unable to inspect or investigatecompletely PCAOB-registered public accounting firms headq
37、uartered in mainland China and in Hong Kong,because ofpositions taken by PRC authorities in those jurisdictions,and the PCAOB included in the report of its determination a listof the accounting firms that are headquartered in the PRC or Hong Kong.This list does not include our auditor,TPSThayer,LLC.
38、While our auditor is based in the U.S.and is registered with PCAOB and subject to PCAOB inspection,inthe event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of aposition taken by an authority in a foreign jurisdiction,then such lack of inspe
39、ction could cause our securities to be delistedfrom the stock exchange.See“Risk Factors Risks Related to Doing Business in China Our ordinary shares may be delistedunder the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors.The delisting of ourordinary shares,o
40、r the threat of their being delisted,may materially and adversely affect the value of your investment.Furthermore,on June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act,which,ifenacted,would amend the HFCA Act and require the SEC to prohibit an issuers secur
41、ities from trading on any U.S.stockexchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three”on page 25.As a holding company,we may rely on dividends and other distributions on equity paid by our PRC subsidiariesfor our cash and financing requirements.If
42、 any of our PRC subsidiaries incurs debt on its own behalf in the future,theinstruments governing such debt may restrict their ability to pay dividends to us.However,none of our subsidiaries hasmade any dividends or other distributions to our holding company as of the date of this prospectus.In the
43、future,cashproceeds raised from overseas financing activities,including this offering,may be transferred by us to our PRCsubsidiaries via capital contribution or shareholder loans,as the case may be.As of the date of this prospectus,we have notmade any no dividend or distributions to U.S.investors.A
44、s of the date of this prospectus,there were no cash flows between our Cayman Islands holding company and oursubsidiaries.Funds are transferred among our PRC subsidiaries for working capital purposes,primarily between JiangsuAustin,our main operating subsidiary,and its subsidiaries.The transfer of fu
45、nds among companies are subject to theProvisions of the Supreme Peoples Court on Several Issues Concerning the Application of Law in the Trial of PrivateLending Cases(2020 Revision,the“Provisions on Private Lending Cases”),which was implemented on August 20,2020 toregulate the financing activities b
46、etween natural persons,legal persons and unincorporated organizations.As advised byour PRC counsel,King&Wood Mallesons,the Provisions on Private Lending Cases does not prohibit using cash generatedfrom one subsidiary to fund another subsidiarys operations.We have not been notified of any other restr
47、iction whichcould limit our PRC subsidiaries ability to transfer cash between subsidiaries.In addition,our majority owned subsidiary,Jiangsu Austin,has maintained cash management policies which dictate the purpose,amount and procedure of cashtransfers between Jiangsu Austin and its PRC subsidiaries.
48、Jiangsu Austin conducts regular review and management of allits subsidiaries cash transfers and reports to its Risk Management Department and board of directors.Per Share Total Public offering price$4.00$13,500,000 Underwriting fee and commissions(1)(2)$0.28$945,000 Proceeds to us,before expenses$3.
49、72$12,555,000 (1)Represents underwriting discount and commissions equal to 7.0%per share(or$0.28 per share).(2)Does not include a non-accountable expense allowance equal to 1.0%of the gross proceeds of this offering,payable to theunderwriters,or the reimbursement of certain expenses of the underwrit
50、ers.For a description of the other terms ofcompensation to be received by the underwriters,see“Underwriting.”We have granted a 45-day option to the representatives of the underwriters to purchase up to an additional 506,250ordinary shares,solely to cover over-allotments,if any.Neither the U.S.Securi
51、ties and Exchange Commission(the“SEC”)nor any other regulatory body has approved ordisapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contraryis a criminal offense.The underwriters expect to deliver the ordinary shares to purchasers aga
52、inst payment therefor on,2022.2022/12/13https:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htm6/224 The date of this prospectus is,2022.2022/12/13https:/www.sec.gov/A
53、rchives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htm7/224 TABLE OF CONTENTS PAGEABOUT THIS PROSPECTUS ii PROSPECTUS SUMMARY 1 RISK FACTORS 14 CAUTIONARY NOTE REGARDING FORWARD-LOOKING
54、STATEMENTS 42 USE OF PROCEEDS 43 DIVIDEND POLICY 44 CAPITALIZATION 45 DILUTION 46 ENFORCEABILITY OF CIVIL LIABILITIES 47 CORPORATE HISTORY AND STRUCTURE 48 SELECTED CONSOLIDATED FINANCIAL DATA 52 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 53 OUR BUSINESS 66 R
55、EGULATION 80 MANAGEMENT 91 PRINCIPAL SHAREHOLDERS 96 RELATED PARTY TRANSACTIONS 97 DESCRIPTION OF SHARE CAPITAL 98 SHARES ELIGIBLE FOR FUTURE SALE 108 TAXATION 109 UNDERWRITING 115 EXPENSES OF THIS OFFERING 124 LEGAL MATTERS 124 EXPERTS 124 WHERE YOU CAN FIND ADDITIONAL INFORMATION 124 INDEX TO CONS
56、OLIDATED FINANCIAL STATEMENTS F-2 You should rely only on the information contained in this prospectus.We have not,and the underwriters have not,authorized anyone to provide you with different information.If anyone provides you with different or inconsistent information,you should not rely on it.We
57、are not,and the underwriters are not,making an offer to sell securities in any jurisdiction where theoffer or sale is not permitted.You should not assume that the information contained in this prospectus is accurate as of any dateother than the date on the front of this prospectus.2022/12/13https:/w
58、ww.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htm8/224 For investors outside of the United States of America(the“United States”or the“U.S.”):Neither we nor the underwrit
59、ershave done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction,other thanthe United States,where action for that purpose is required.Persons outside of the United States who come into possession of thisprospectus must inform themselves abou
60、t,and observe any restrictions relating to,the offering of our Shares and the distribution ofthis prospectus outside of the United States.i2022/12/13https:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0001213900
61、22015945/ea157437-f1a11_ostintech.htm9/224 ABOUT THIS PROSPECTUS Unless otherwise indicated,in this prospectus,the following terms shall have the meaning set out below:“AIO”All-in-one computer“AMOLED”Active-matrix organic light emitting diode,is an organic light emitting diode display technology“Chi
62、na”or“PRC”The Peoples Republic of China,excluding Taiwan and the special administrative regions of HongKong and Macau“Code”The United States Internal Revenue Code of 1986,as amended“Exchange Act”Securities Exchange Act of 1934,as amended“Jiangsu Austin”Our majority owned subsidiary,which is a compan
63、y limited by shares incorporated in China“LED”Light emitting diode,a light emitting display technology“Nasdaq”Nasdaq Stock Market LLC“Nanjing Aosa”or“WFOE”Nanjing Aosa Technology Development Co.,Ltd.,our wholly owned subsidiary,which is alimited liability company formed in China“OLED”Organic light e
64、mitting diode,a light emitting display technology“ordinary shares”Our ordinary shares,par value$0.0001 per share“Ostin”Ostin Technology Group Co.,Ltd.,a Cayman Islands exempted company“our company,”the“Company,”“us”or“we”Ostin Technology Group Co.,Ltd.and/or its consolidated subsidiaries,unless the
65、context suggestsotherwise“PCAOB”Public Company Accounting Oversight Board“polarizer”Polarizing film,a composite optical film used in LCD/OLED/AMOLED displays“RMB”or“Renminbi”Legal currency of China“PDP”Plasma display panel,a type of flat panel display that uses small cells containing plasma“PFIC”A p
66、assive foreign investment company“SEC”The United States Securities and Exchange Commission“Shanghai Inabata”Shanghai Inabata Trading Co.,Ltd.,a wholly owned subsidiary of Inabata&Co.,Ltd.“Securities Act”The Securities Act of 1933,as amended“TFT-LCD”Thin-film transistor liquid crystal display,a displ
67、ay technology“US$,”“U.S.dollars,”“$,”and“dollars”Legal currency of the United States“VIE”Variable interest entity whose financial statements were included in our consolidated financialstatements as a result of a series of agreements based upon which,under U.S.GAAP(as definedbelow),we were considered
68、 the primary beneficiary of Jiangsu Austin for accounting purposesbefore Jiangsu Austin became our majority owned subsidiary.Our reporting and functional currency is the Renminbi.Solely for the convenience of the reader,this prospectus containstranslations of some RMB amounts into U.S.dollars,at spe
69、cified rates.Except as otherwise stated in this prospectus,alltranslations from RMB to U.S.dollars are made at RMB6.4434 to US$1.00,the rate published by the Federal Reserve Board onDecember 31,2021.No representation is made that the RMB amounts referred to in this prospectus could have been or coul
70、d beconverted into U.S.dollars at such rate.Our fiscal year end is September 30.References to a particular“fiscal year”are to our fiscal year ended September 30 ofthat calendar year.Our audited consolidated financial statements have been prepared in accordance with the generally acceptedaccounting p
71、rinciples in the United States(the“U.S.GAAP”).Except where indicated or where the context otherwise requires,all information in this prospectus assumes no exercise bythe underwriters of their over-allotment option.We obtained the industry,market and competitive position data in this prospectus from
72、our own internal estimates,surveys,and research as well as from publicly available information,industry and general publications and research,surveys andstudies conducted by third parties,including,but not limited to,CINNO Research.None of the independent industry publicationsused in this prospectus
73、 were prepared on our behalf.Industry publications,research,surveys,studies and forecasts generally statethat the information they contain has been obtained from sources believed to be reliable,but that the accuracy and completeness ofsuch information is not guaranteed.Forecasts and other forward-lo
74、oking information obtained from these sources are subject to thesame qualifications and uncertainties as the other forward-looking statements in this prospectus,and to risks due to a variety offactors,including those described under“Risk Factors.”These and other factors could cause results to differ
75、 materially from thoseexpressed in these forecasts and other forward-looking information.2022/12/13https:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htm10/224We have
76、 proprietary rights to trademarks used in this prospectus that are important to our business,many of which areregistered under applicable intellectual property laws.Solely for convenience,the trademarks,service marks and trade namesreferred to in this prospectus are without the,and other similar sym
77、bols,but such references are not intended to indicate,inany way,that we will not assert,to the fullest extent under applicable law,our rights or the rights of the applicable licensors tothese trademarks,service marks and trade names.This prospectus contains additional trademarks,service marks and tr
78、ade names of others.All trademarks,service marksand trade names appearing in this prospectus are,to our knowledge,the property of their respective owners.We do not intend ouruse or display of other companies trademarks,service marks or trade names to imply a relationship with,or endorsement orsponso
79、rship of us by,any other person.ii2022/12/13https:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htm11/224 PROSPECTUS SUMMARY Investors are cautioned that you buying sh
80、ares of a Cayman Islands holding company without no operation of its ownthat holds 97.85%of the shares of a China-based operating company.This summary highlights certain information contained elsewhere in this prospectus.You should read the entire prospectuscarefully,including our financial statemen
81、ts and related notes and the risks described under“Risk Factors.”Our actual resultsand future events may differ significantly based upon a number of factors.The reader should not put undue reliance on theforward-looking statements in this document,which speak only as of the date on the cover of this
82、 prospectus.Overview We are a holding company incorporated in the Cayman Islands.As a holding company with no material operations ofour own,we conduct substantially all of our operations through our operating entities established in the PRC,primarily JiangsuAustin Optronics Technology Co.,Ltd.(“Jian
83、gsu Austin”),our majority owned subsidiary and its subsidiaries.We are a supplier of display modules and polarizers in China.We design,develop and manufacture TFT-LCD modulesin a wide range of sizes and customized size according to the specifications of our customers.Our display modules are mainlyus
84、ed in consumer electronics,outdoor LCD displays and automotive displays.We also manufacture polarizers used in the TFT-LCD display modules and are in the process of developing polarizers for the OLED display panel.We were formed in 2010 by a group of individuals with industry expertise and have been
85、 operating our business,primarily through Jiangsu Austin and its subsidiaries.We currently operate four manufacturing facilities in China with anaggregate of 54,665 square meters-two are located in Jiangsu Province for the manufacture of display modules,one inChengdu,Sichuan Province for the manufac
86、ture of TFT-LCD polarizers and one in Luzhou,Sichuan Province,for manufactureof display modules primarily to be used in devices in the education sector.We seek to build our market position based on our close collaborative customer relationships and a focus ondevelopment of high-end display products
87、and new display materials.Our customers include many of the leading manufacturersof computers,automotive electronics and LCD displays in China and worldwide.We have also successfully introduced ourpolarizers to many companies in China and have witnessed a significant growth in revenue since we comme
88、nced the productionand sales of polarizers in 2019.Our dedication to technology and innovation has helped us win the high new-tech enterprise designation in JiangsuProvince,China,which entitles Jiangsu Austin,our main operating entity in China,to a preferential tax rate of 15%andnumerous other recog
89、nitions,including but not limited to,Jiangsu Provincial Credit Enterprise and Key Optoelectronic ProductLaboratory,which are endorsements to our credit and research and development capabilities.During the fiscal years ended September 30,2021 and 2020,our revenues were$167,744,801 and$140,073,917,res
90、pectively,and net income was$3,295,507 and$2,831,286,respectively.Our Strengths We believe that the following strengths contribute to our growth and differentiate us from our competitors:Our optimized production capacities;Strong research and development capabilities;Strengthened market position;Lon
91、g-standing customer relationships;and Experienced management team.Our Strategies We intend to grow our business using the following key strategies:Expand our collaboration with our end-brand clients;Increase our research and development efforts for new products;and2022/12/13https:/www.sec.gov/Archiv
92、es/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htm12/224 Upgrade our production lines.Our Corporate History and Structure We are a Cayman Islands exempted company structured as a holding
93、company and conduct our operations in Chinathrough Jiangsu Austin and its subsidiaries.We first started our business through Jiangsu Austin,which was formed inDecember 2010.12022/12/13https:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Arc
94、hives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htm13/224 With the growth of our business and in order to facilitate international capital investment in us,we started areorganization as described below involving new offshore and onshore entities in the fourth quarter of 2019 and
95、 completed it inthe first half of 2020.On September 26,2019,Ostin Technology Group Co.,Ltd.was incorporated under the laws of the Cayman Islands asan exempted company.Further,Ostin Technology Holdings Limited and Ostin Technology Limited,were established in theBritish Virgin Islands in October 2019
96、and in Hong Kong in October 2019,respectively,as intermediate holding companies.In March 2020,Nanjing Aosa was formed as a limited liability company in China and became a wholly ownedsubsidiary of Ostin Technology Limited in June 2020.Beijing Suhongyuanda Science and Technology Co.,Ltd.(“SuhongYuand
97、a”)was formed as a limited liability company in September 2019 in China and became a wholly owned subsidiary ofNanjing Aosa in May 2020,holding 9.97%of the shares of Jiangsu Austin.In June 2020,Nanjing Aosa entered into the VIE Arrangements with shareholders of Jiangsu Austin who weredirectors,super
98、visors or senior management members of Jiangsu Austin,and other shareholders(excluding Suhong Yuanda andcollectively,the“VIE Shareholders”)holding an aggregate of 87.88%of the shares of Jiangsu Austin,which,along with ourcompanys direct ownership of 9.97%of Jiangsu Austin,enables us to obtain contro
99、l over Jiangsu Austin through Nanjing Aosa.As a result of the VIE Arrangements,before Jiangsu Austin became our majority owned subsidiary as described below,we wereregarded as the primary beneficiary of Jiangsu Austin for accounting purposes,and we treated Jiangsu Austin and itssubsidiaries as our c
100、onsolidated affiliated entities under U.S.GAAP for the fiscal years ended September 30,2021 and 2020.Weconsolidated the financial results of Jiangsu Austin and its subsidiaries in our financial statements in accordance with U.S.GAAP for the same periods.In April 2021,Nanjing Aosa and Jiangsu Austin
101、unwound part of the VIE Arrangements with the minority shareholdersof Jiangsu Austin who were not directors,supervisors or senior management members of Austin(the“non-management VIEShareholders”)and whose shares of Jiangsu Austin were no longer subject to the limitations as a result of Jiangsu Austi
102、nsvoluntary delisting from the NEEQ,through exercise of an exclusive option to purchase an aggregate of 17,869,615 shares ofJiangsu Austin from the non-management VIE Shareholders as well as certain VIE Shareholders who were directors,supervisors or senior management members of Jiangsu Austin.As a r
103、esult,our company,through Nanjing Aosa,held anaggregate of 57.88%of the shares of Jiangsu Austin directly with the remaining 39.97%controlled through the VIEArrangements.The remaining 2.15%of the shares of Jiangsu Austin are currently owned by two individual shareholdersincluding Tao Ling,our Chief
104、Executive Officer and Chairman of the Board who holds 1.54%of the shares.In August 2021,certain directors,supervisors and members of senior management team of Jiangsu Austin,who werealso shareholders of Jiangsu Austin holding an aggregate of 39.97%of its outstanding shares,resigned all their positio
105、ns withJiangsu Austin and entered into shares transfer agreements,pursuant to which,they agreed to transfer an aggregate of 39.97%ofshares of Jiangsu Austin after six months following the registration of their resignation with relevant government authorities,which resulted in Nanjing Aosa,our WFOE,h
106、olding an aggregate of 97.85%of the shares of Jiangsu Austin following thecompletion of the share transfers.In February 2022,we fully terminated the VIE Arrangements and completed the reorganization of our corporatestructure,as a result of which we currently hold 97.85%of the issued and outstanding
107、shares of Jiangsu Austin.For more details regarding our corporate structure and related changes,see“Corporate History and Structure.”Jiangsu Austin and its subsidiaries contributed to 100%of our consolidated revenue and accounted for 100%of ourconsolidated total assets and liabilities for the fiscal
108、 years ended September 30,2021 and 2020 and there was no reconciliationperformed between the financial position,cash flows and results of operations of Jiangsu Austin and us.The following financialinformation of Jiangsu Austin and its subsidiaries was included in the consolidated financial statement
109、s.For more information,see our consolidated financial statements and related notes from page F-1 to page F-32 that appear in this prospectus.As of September 30,2021 2020 Total Assets$75,966,481$62,929,137 Total Liabilities$60,764,626$51,666,227 Fiscal Years Ended September 30,2021 2020 2022/12/13htt
110、ps:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htm14/224Revenue$167,744,801$140,073,917 Net profit$3,295,507$2,831,286 Fiscal Years Ended September 30,2021 2020 Net
111、cash provided by(used in)operating activities$(17,664,259)$7,724,681 Net cash used in investing activities (5,197,913)(5,176,956)Net cash provided by financing activities 18,564,120 210,464 Effect of foreign currency translations (379,135)133,202 Net increase(decrease)in cash and cash equivalents$(4
112、,677,187)$2,891,392 22022/12/13https:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htm15/224 We are not operating in an industry that prohibits or limits foreign inves
113、tment.As a result,as advised by our PRCcounsel,King&Wood Mallesons,other than those requisite for a domestic company in China to engage in the businessessimilar to ours,we are not required to obtain any permission from Chinese authorities,including the CSRC,CyberspaceAdministration of China or any o
114、ther governmental agency that is required to approve our operations.However,if we do notreceive or maintain the approvals,or we inadvertently conclude that such approvals are not required,or applicable laws,regulations,or interpretations change such that we are required to obtain approval in the fut
115、ure,we may be subject toinvestigations by competent regulators,fines or penalties,ordered to suspend our relevant operations and rectify any non-compliance,prohibited from engaging in relevant business or conducting any offering,and these risks could result in a materialadverse change in our operati
116、ons,significantly limit or completely hinder our ability to offer or continue to offer securities toinvestors,or cause such securities to significantly decline in value or become worthless.As of the date of this prospectus,we and our PRC subsidiaries have received from PRC authorities all requisitel
117、icenses,permissions or approvals needed to engage in the businesses currently conducted in China,and no permission orapproval has been denied.Such licenses and permissions include Business License,Record Registration Form for Foreign TradeBusiness Operators,Application Letter for the Registration of
118、 Entry-Exit Inspection and Quarantine Report by Proxy,Certificateof Safety Production Standardization and Certificate of the Customs of the Peoples Republic of China on Registration of ACustoms Declaration Entity.The following table provides details on the licenses and permissions held by our PRC su
119、bsidiaries.Company License/PermissionIssuing AuthorityValidity Jiangsu Austin OptronicsTechnology Co.,Ltd.Business LicenseJiangsu ProvincialAdministration for MarketRegulationLong-termCertificate of the Customs ofthe Peoples Republic ofChina on Registration of ACustoms Declaration EntityJinling Cust
120、oms,PeoplesRepublic of ChinaLong-termRecord Registration Formfor Foreign Trade BusinessOperatorsEligible local foreign tradeauthorities appointed by theMinistry of CommerceLong-term Application Letter for theRegistration of Entry-ExitInspection and QuarantineReport by ProxyJiangsu Entry-ExitInspecti
121、on and QuarantineBureauLong-termSichuan Ausheet ElectronicMaterials Co.,Ltd.Business LicenseShuangliu DistrictAdministrative ApprovalBureau,Chengdu CityLong-termCertificate of the Customs ofthe Peoples Republic ofChina on Registration of ACustoms Declaration EntityChengdu Customs,PeoplesRepublic of
122、ChinaLong-termRecord Registration Formfor Foreign Trade BusinessOperatorsEligible local foreign tradeauthorities appointed by theMinistry of CommerceLong-termApplication Letter for theRegistration of Entry-ExitInspection and QuarantineReport by ProxySichuan Entry-ExitInspection and QuarantineBureauL
123、ong-termCertificate of SafetyProduction StandardizationChengdu Bureau ofEmergency ManagementUntil July 4,2024Nanjing Aoting TechnologyDevelopment Co.,Ltd.Business LicenseNanjing MunicipalAdministration for MarketSupervisionUntil May 12,2045Certificate of SafetyProduction StandardizationEmergency Man
124、agementBureau of Nanjing JiangbeiNew Area ManagementCommitteeUntil November 2023 32022/12/13https:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htm16/224 Luzhou Aozhi
125、OptronicsTechnology Co.,Ltd.Business LicenseMarket Supervision Bureauof Naxi District,LuzhouCityLong-termRecord Registration Formfor Foreign Trade BusinessOperatorsEligible local foreign tradeauthorities appointed by theMinistry of CommerceLong-termJiangsu Huiyin OptronicsCo.,Ltd.Business LicenseNan
126、jing MunicipalAdministration for Industryand CommerceUntil May 1,2043Nanjing ZhanchengPhotoelectron Co.,Ltd.Business LicenseMarket Supervision Bureauof Xuanwu District,NanjingCityUntil December 14,2031Austin OptronicsTechnology Co.,Ltd.Business LicenseThe Companies Registry(Hong Kong)Long-termNanjin
127、g Aosa TechnologyDevelopment Co.,Ltd.Business LicenseNanjing MunicipalAdministration for MarketSupervisionLong-termBeijing SuhongyuandaScience and Technology Co.,Ltd.Business LicenseBeijing MunicipalAdministration for MarketSupervisionLong-term As advised by our PRC counsel,King&Wood Mallesons,neith
128、er we nor any of our subsidiaries is currently requiredto obtain regulatory approval from Chinese authorities before listing in the U.S.under any existing PRC law,regulations orrules,including from the CSRC,the Cyberspace Administration of China,or any other relevant Chinese regulatory agencies that
129、is required to approve Jiangsu Austins operations.However,the PRC government may take actions to exert more oversight andcontrol over offerings by China based issuers conducted overseas and/or foreign investment in such companies,which couldsignificantly limit or completely hinder our ability to off
130、er or continue to offer securities to investors outside China and causethe value of our securities to significantly decline or become worthless.See“Risk Factors Risks Related to Doing Business inChina Any requirement to obtain prior approval under the M&A Rules and/or any other regulations promulgat
131、ed by relevantPRC regulatory agencies in the future could delay this offering and failure to obtain any such approvals,if required,could havea material adverse effect on our business,operating results and reputation as well as the trading price of our ordinary shares,and could also create uncertaint
132、ies for this offering and affect our ability to offer or continue to offer securities to investorsoutside China”on page 18.As advised by our PRC counsel,King&Wood Mallesons,as of the date of this prospectus,we are not required toobtain any permission from any PRC governmental authorities to offer se
133、curities to foreign investors.We have been closelymonitoring regulatory developments in China regarding any necessary approvals from the CSRC or other PRC governmentalauthorities required for overseas listings,including this offering.As of the date of this prospectus,we have not received anyinquiry,
134、notice,warning,sanctions or regulatory objection to this offering from the CSRC or other PRC governmentalauthorities.However,there remains significant uncertainty as to the enactment,interpretation and implementation of regulatoryrequirements related to overseas securities offerings and other capita
135、l markets activities.If it is determined in the future that theapproval of the CSRC,The Cyberspace Administration of China or any other regulatory authority is required for this offering,we may face sanctions by the CSRC,the Cyberspace Administration of China or other PRC regulatory agencies.Thesere
136、gulatory agencies may impose fines and penalties on our operations in China,limit our ability to pay dividends outside ofChina,limit our operations in China,delay or restrict the repatriation of the proceeds from this offering into China or take otheractions that could have a material adverse effect
137、 on our business,financial condition,results of operations and prospects,as wellas the trading price of our securities.The CSRC,the Cyberspace Administration of China or other PRC regulatory agencies alsomay take actions requiring us,or making it advisable for us,to halt this offering before settlem
138、ent and delivery of our ordinaryshares.Consequently,if you engage in market trading or other activities in anticipation of and prior to settlement and delivery,you do so at the risk that settlement and delivery may not occur.In addition,if the CSRC,the Cyberspace Administration ofChina or other regu
139、latory PRC agencies later promulgate new rules requiring that we obtain their approvals for this offering,wemay be unable to obtain a waiver of such approval requirements,if and when procedures are established to obtain such a waiver.Any uncertainties and/or negative publicity regarding such an appr
140、oval requirement could have a material adverse effect on thetrading price of our securities.See“Risk Factors Risks Related to Doing Business in China The PRC government exertssubstantial influence over the manner in which we conduct our business activities.The PRC government may also intervene orinf
141、luence our operations and this offering at any time,which could result in a material change in our operations and ourordinary shares could decline in value or become worthless”on page 16.42022/12/13https:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/w
142、ww.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htm17/224 The chart below summarizes our corporate structure as of the date of this prospectus:Dividends and Other Distributions We are a holding company with no material operations of our own and do not generate any
143、revenue.We currentlyconduct substantially all of our operations through Jiangsu Austin,our majority owned subsidiary and its subsidiaries.We arepermitted under PRC laws and regulations to provide funding to PRC subsidiaries only through loans or capital contributions,and only if we satisfy the appli
144、cable government registration and approval requirements.See“Risk FactorsRisks Related toDoing Business in China PRC regulation of loans to and direct investment in PRC entities by offshore holding companies andgovernmental control of currency conversion may delay us from using the proceeds of this o
145、ffering to make loans or additionalcapital contributions to our PRC subsidiaries,which could materially and adversely affect our liquidity and our ability to fundand expand our business”on page 22.Under our current corporate structure,we rely on dividend payments from our PRC subsidiaries to fund an
146、y cash andfinancing requirements we may have,including the funds necessary to pay dividends and other cash distributions to ourshareholders or to service any debt we may incur.Our subsidiaries in the PRC generate and retain cash generated from operatingactivities and re-invest it in our business.If
147、any of our PRC subsidiaries incurs debt on its own behalf in the future,theinstruments governing such debt may restrict their ability to pay dividends to us.As of the date of this prospectus,there were nocash flows between our Cayman Islands holding company and our subsidiaries.52022/12/13https:/www
148、.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htm18/224 Funds are transferred among our PRC subsidiaries for working capital purposes,primarily between Jiangsu Austin,ourm
149、ain operating subsidiary and its subsidiaries.The following table provides a summary of the distributions and working capitalfunds transferred between Jiangsu Austin and its subsidiaries:Fiscal Years Ended September 30,2021 2020 Cash transferred to its subsidiaries from Jiangsu Austin$-$659,634 Cash
150、 transferred to Jiangsu Austin from its subsidiaries$7,640,965$-The transfer of funds among companies are subject to the Provisions of the Supreme Peoples Court on Several IssuesConcerning the Application of Law in the Trial of Private Lending Cases(2020 Revision,the“Provisions on Private LendingCas
151、es”),which was implemented on August 20,2020 to regulate the financing activities between natural persons,legal personsand unincorporated organizations.The Provisions on Private Lending Cases set forth that private lending contracts will beupheld as invalid under the circumstance that(i)the lender s
152、windles loans from financial institutions for relending;(ii)thelender relends the funds obtained by means of a loan from another profit-making legal person,raising funds from its employees,illegally taking deposits from the public;(iii)the lender who has not obtained the lending qualification accord
153、ing to the lawlends money to any unspecified object of the society for the purpose of making profits;(iv)the lender lends funds to a borrowerwhen the lender knows or should have known that the borrower intended to use the borrowed funds for illegal or criminalpurposes;(v)the lending is violations of
154、 public orders or good morals;or(vi)the lending is in violations of mandatoryprovisions of laws or administrative regulations.As advised by our PRC counsel,King&Wood Mallesons,the Provisions onPrivate Lending Cases does not prohibit using cash generated from one subsidiary to fund another subsidiary
155、s operations.Wehave not been notified of any other restriction which could limit our PRC subsidiaries ability to transfer cash betweensubsidiaries.See“Regulation Regulations Relating to Private Lending.”Our majority owned subsidiary,Jiangsu Austin,has maintained cash management policies which dictat
156、e the purpose,amount and procedure of cash transfers between Jiangsu Austin and its subsidiaries.Cash transferred to Jiangsu Austinssubsidiaries of less than RMB5 million(US$0.78 million)must be reported to and reviewed by Jiangsu Austins financialdepartment and the relevant PRC subsidiarys chief ex
157、ecutive officer,and must be approved by the Chief Financial Officer andChairman of Jiangsu Austin.Cash transfer in excess of RMB5 million(US$0.78 million)but less than RMB20 million(US$3.10 million),and less than 50%of Jiangsu Austins consolidated total assets must be approved by the board of direct
158、ors ofJiangsu Austin.Cash transfer in excess of RMB20 million(US$3.10 million),or more than 50%of Jiangsu Austinsconsolidated total assets must be approved by shareholders of Jiangsu Austin.Jiangsu Austin conducts regular review andmanagement of all its subsidiaries cash transfers and reports to its
159、 Risk Management Department and board of directors.Our PRC subsidiaries are permitted to pay dividends only out of their retained earnings.However,each of our PRCsubsidiaries is required to set aside at least 10%of its after-tax profits each year,after making up for previous yearsaccumulated losses,
160、if any,to fund certain statutory reserves,until the aggregate amount of such funds reaches 50%of itsregistered capital.This portion of our PRC subsidiaries respective net assets are prohibited from being distributed to theirshareholders as dividends.See“Regulation-Regulations on Dividend Distributio
161、ns”.However,none of our subsidiaries hasmade any dividends or other distributions to our holding company or any U.S.investors as of the date of this prospectus.Seealso“Risk Factors Risks Related to Doing Business in China-We rely to a significant extent on dividends and otherdistributions on equity
162、paid by our subsidiaries to fund offshore cash and financing requirements and any limitation on theability of our PRC subsidiaries to make remittance to pay dividends to us could limit our ability to access cash generated by theoperations of those entities”on page 23.62022/12/13https:/www.sec.gov/Ar
163、chives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htm19/224 As of the date of this prospectus,none of our subsidiaries have ever issued any dividends or made other distributions tous or
164、their respective holding companies nor have we or any of our subsidiaries ever paid dividends or made other distributionsto U.S.investors.We intend to retain all of our available funds and any future earnings after this offering and cash proceedsfrom overseas financing activities,including this offe
165、ring,to fund the development and growth of our business.As a result,wedo not expect to pay any cash dividends in the foreseeable future.In addition,the PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and,incertain cases,the remittance of currency out of
166、China.If the foreign exchange control system prevents us from obtainingsufficient foreign currencies to satisfy our foreign currency demands,we may not be able to transfer cash out of China,and paydividends in foreign currencies to our shareholders.There can be no assurance that the PRC government w
167、ill not intervene orimpose restrictions on our ability to transfer or distribute cash within our organization or to foreign investors,which could resultin an inability or prohibition on making transfers or distributions outside of China and may adversely affect our business,financial condition and r
168、esults of operations.See“Risk Factors Risks Related to Doing Business in China-Restrictions oncurrency exchange may limit our ability to utilize our revenues effectively”on page 24.A 10%PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises.Any gainreal
169、ized on the transfer of ordinary shares by such investors is also subject to PRC tax at a current rate of 10%which in the caseof dividends will be withheld at source if such gain is regarded as income derived from sources within the PRC.See also“RiskFactors Risks Related to Doing Business in China-D
170、ividends payable to our foreign investors and gains on the sale of ourordinary shares by our foreign investors may be subject to PRC tax”on page 23.Summary of Risks Affecting Our Company Our business is subject to multiple risks and uncertainties,as more fully described in“Risk Factors”and elsewhere
171、 inthis prospectus.We urge you to read“Risk Factors”and this prospectus in full.Our principal risks may be summarized asfollows:Risks Related to Doing Business in China We are also subject to risks and uncertainties relating to doing business in China in general,including,but are notlimited to,the f
172、ollowing:Changes in the political and economic policies of the PRC government or in relations between China and theUnited States may materially and adversely affect our business,financial condition and results of operations andmay result in our inability to sustain our growth and expansion strategie
173、s.See“Risk Factors Risks Related toDoing Business in China Changes in the political and economic policies of the PRC government or in relationsbetween China and the United States may materially and adversely affect our business,financial condition andresults of operations and may result in our inabi
174、lity to sustain our growth and expansion strategies”on page 14;There are uncertainties regarding the interpretation and enforcement of PRC laws,rules and regulations.See“RiskFactors Risks Related to Doing Business in China There are uncertainties regarding the interpretation andenforcement of PRC la
175、ws,rules and regulations”on page 14;The Chinese government exerts substantial influence over the manner in which we conduct our business activities.The PRC government may also intervene or influence our operations and this offering at any time,which couldresult in a material change in our operations
176、 and our ordinary shares could decline in value or become worthless.See“Risk Factors Risks Related to Doing Business in China The PRC government exerts substantialinfluence over the manner in which we conduct our business activities.The PRC government may also interveneor influence our operations an
177、d this offering at any time,which could result in a material change in ouroperations and our ordinary shares could decline in value or become worthless”on page 16;On December 24,2021,the CSRC released the Administrative Provisions of the State Council Regarding theOverseas Issuance and Listing of Se
178、curities by Domestic Enterprises(Draft for Comments)(the“DraftAdministrative Provisions”)and the Measures for the Overseas Issuance of Securities and Listing Record-Filingsby Domestic Enterprises(Draft for Comments)(the“Draft Filing Measures,”collectively with the DraftAdministrative Provisions,the“
179、Draft Rules Regarding Overseas Listing”).The Draft Rules Regarding OverseasListing lay out the filing regulation arrangement for both direct and indirect overseas listing,and clarify thedetermination criteria for indirect overseas listing in overseas markets.Among other things,if a domesticenterpris
180、e intends to indirectly offer and list securities in an overseas market,the record-filing obligation is with amajor operating entity incorporated in the PRC and such filing obligation shall be completed within three workingdays after the overseas listing application is submitted.The required filing
181、materials for an initial public offering2022/12/13https:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htm20/224and listing shall include but not limited to:regulatory
182、opinions,record-filing,approval and other documents issuedby competent regulatory authorities of relevant industries(if applicable);and security assessment opinion issuedby relevant regulatory authorities(if applicable).The Draft Rules Regarding Overseas Listing,if enacted,maysubject us to additiona
183、l compliance requirement in the future.Any failure of us to fully comply with newregulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer ourordinary shares,cause significant disruption to our business operations,and severely damage our reputatio
184、n,whichwould materially and adversely affect our financial condition and results of operations and cause our ordinaryshares to significantly decline in value or become worthless.See“Risk Factors Risks Related to Doing Businessin China The CSRC has released for public consultation the draft rules for
185、 China-based companies seeking toconduct initial public offerings in foreign markets.While such rules have not yet gone into effect,the Chinesegovernment may exert more oversight and control over offerings that are conducted overseas and foreigninvestment in China-based issuers,which could significa
186、ntly limit or completely hinder our ability to offer orcontinue to offer our ordinary shares to investors and could cause the value of our ordinary shares to significantlydecline or become worthless”on page 17;72022/12/13https:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a1
187、1_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htm21/224 You may experience difficulties in effecting service of legal process,enforcing foreign judgments or bringingactions in China against us or our management named in the prospectus based
188、 on foreign laws.See“Risk Factors Risks Related to Doing Business in China You may experience difficulties in effecting service of legalprocess,enforcing foreign judgments or bringing actions in China against us or our management named in theprospectus based on foreign laws”on page 17;PRC regulation
189、 of loans to and direct investment in PRC entities by offshore holding companies and governmentalcontrol of currency conversion may delay us from using the proceeds of this offering to make loans or additionalcapital contributions to our PRC subsidiaries,which could materially and adversely affect o
190、ur liquidity and ourability to fund and expand our business.See“Risk Factors Risks Related to Doing Business in China PRCregulation of loans to and direct investment in PRC entities by offshore holding companies and governmentalcontrol of currency conversion may delay us from using the proceeds of t
191、his offering to make loans or additionalcapital contributions to our PRC subsidiaries,which could materially and adversely affect our liquidity and ourability to fund and expand our business”on page 22;We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund an
192、y cash andfinancing requirements we may have,and any limitation on the ability of our PRC subsidiaries to make paymentsto us could have a material and adverse effect on our ability to conduct our business.See“Risk Factors RisksRelated to Doing Business in China We rely to a significant extent on div
193、idends and other distributions onequity paid by our subsidiaries to fund offshore cash and financing requirements and any limitation on the abilityof our PRC subsidiaries to transfer cash out of China and/or make remittance to pay dividends to us could limitour ability to access cash generated by th
194、e operations of those entities”on page 23;and Our ordinary shares may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB isunable to inspect our auditors.The delisting of our ordinary shares,or the threat of their being delisted,maymaterially and adversely affect the value
195、of your investment.Furthermore,on June 22,2021,the U.S.Senatepassed the Accelerating Holding Foreign Companies Accountable Act,which,if enacted,would amend the HFCAAct and require the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor isnot subject to PCAOB
196、inspections for two consecutive years instead of three.On December 16,2021,the PCAOBissued its determination that the PCAOB is unable to inspect or investigate completely PCAOB-registered publicaccounting firms headquartered in mainland China and in Hong Kong,because of positions taken by PRCauthori
197、ties in those jurisdictions,and the PCAOB included in the report of its determination a list of theaccounting firms that are headquartered in the PRC or Hong Kong.This list does not include our auditor,TPSThayer,LLC.While our auditor is based in the U.S.and is registered with PCAOB and subject to PC
198、AOBinspection,in the event it is later determined that the PCAOB is unable to inspect or investigate completely ourauditor because of a position taken by an authority in a foreign jurisdiction,then such lack of inspection couldcause our securities to be delisted from the stock exchange See“Risk Fact
199、ors Risks Related to Doing Businessin China Our ordinary shares may be delisted under the Holding Foreign Companies Accountable Act if thePCAOB is unable to inspect our auditors.The delisting of our ordinary shares,or the threat of their being delisted,may materially and adversely affect the value o
200、f your investment.Furthermore,on June 22,2021,the U.S.Senatepassed the Accelerating Holding Foreign Companies Accountable Act,which,if enacted,would amend the HFCAAct and require the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor isnot subject to PCAOB i
201、nspections for two consecutive years instead of three”on page 25.82022/12/13https:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htm22/224 Risks Related to Our Business
202、 and Industry:Risks and uncertainties related to our business and industry include,but are not limited to,the following:We depend on a few major customers with whom we do not enter into long-term contracts,the loss of any ofwhich could cause a significant decline in our revenues.See“Risk Factors Ris
203、ks Related to Our Business andIndustry We depend on a few major customers with whom we do not enter into long-term contracts,the loss ofany of which could cause a significant decline in our revenues”on page 26;Our industry is cyclical,with recurring periods of capacity increases.As a result,price fl
204、uctuations in response tosupply and demand imbalances could harm our results of operations.See“Risk Factors Risks Related to OurBusiness and Industry Our industry is cyclical,with recurring periods of capacity increases.As a result,pricefluctuations in response to supply and demand imbalances could
205、harm our results of operations”on page 26;We may experience declines in the selling prices of our products irrespective of cyclical fluctuations in theindustry.See“Risk Factors Risks Related to Our Business and Industry We may experience declines in theselling prices of our products irrespective of
206、cyclical fluctuations in the industry”on page 27;Our debt may restrict our operations,and cash flows and capital resources may be insufficient to make requiredpayments on our substantial indebtedness and future indebtedness.See“Risk Factors Risks Related to OurBusiness and Industry Our debt may rest
207、rict our operations,and cash flows and capital resources may beinsufficient to make required payments on our substantial indebtedness and future indebtedness”on page 27;We depend on a key equipment supplier for manufacture of polarizers,the loss of which could hurt our business.See“Risk Factors Risk
208、s Related to Our Business and Industry We depend on a key equipment supplier formanufacture of polarizers,the loss of which could hurt our business”on page 27;We depend on the supply of raw materials and key component parts,and any adverse changes in such supply orthe costs of raw materials may adve
209、rsely affect our operations.See“Risk Factors Risks Related to Our Businessand Industry We depend on the supply of raw materials and key component parts,and any adverse changes insuch supply or the costs of raw materials may adversely affect our operations”on page 28;We may fail to obtain certificate
210、s for our new manufacturing facilities in Chengdu,China,which could have amaterial adverse impact on our operations.See“Risk Factors Risks Related to Our Business and Industry Weare in the process of obtaining certificates for our manufacturing facilities in Chengdu,China.If we fail to obtainany of
211、them,our business may be materially and adversely affected”on page 28;We are not in compliance with environmental regulations relating to constructions,which may subject us to finesand other penalties.See“Risk Factors Risks Related to Our Business and Industry We are not in compliancewith environmen
212、tal regulations relating to constructions,which may subject us to fines and other penalties”onpage 28;We operate in a highly competitive environment and we may not be able to sustain our current market position ifwe fail to compete successfully.See“Risk Factors Risks Related to Our Business and Indu
213、stry We operate ina highly competitive environment and we may not be able to sustain our current market position if we fail tocompete successfully”on page 31;Other flat panel display technologies or alternative display technologies could render our products uncompetitiveor obsolete.See“Risk Factors
214、Risks Related to Our Business and Industry Other flat panel displaytechnologies or alternative display technologies could render our products uncompetitive or obsolete”on page33;and Our financial statements contain an explanatory paragraph regarding uncertainty as our ability to raise capital andthe
215、refore cast substantial doubt about our ability to continue as a going concern.See“Risk Factors RisksRelated to Our Business and Industry Our financial statements contain an explanatory paragraph regardinguncertainty as our ability to raise capital and therefore cast substantial doubt about our abil
216、ity to continue as agoing concern”on page 34.92022/12/13https:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htm23/224 Risks Related to this Offering and Ownership of o
217、ur Ordinary Shares In addition to the risks and uncertainties described above,we are subject to risks relating to ordinary shares and thisoffering,including,but not limited to,the following:An active trading market for our ordinary shares or our ordinary shares may not develop and the trading price
218、forour ordinary shares may fluctuate significantly.See“Risk Factors Risks Related to this Offering and Ownershipof our Ordinary Shares An active trading market for our ordinary shares or our ordinary shares may notdevelop and the trading price for our ordinary shares may fluctuate significantly”on p
219、age 35;Nasdaq may apply additional and more stringent criteria for our initial and continued listing because we plan tohave a small public offering and insiders will hold a large portion of our listed securities.See“Risk Factors Risks Related to this Offering and Ownership of our Ordinary Shares Nas
220、daq may apply additional and morestringent criteria for our initial and continued listing because we plan to have a small public offering and insiderswill hold a large portion of our listed securities”on page 35;The trading price of our ordinary shares may be volatile,which could result in substanti
221、al losses to investors.See“Risk Factors Risks Related to this Offering and Ownership of our Ordinary Shares The trading price of ourordinary shares may be volatile,which could result in substantial losses to investors”on page 36;and Because the initial public offering price is substantially higher t
222、han the pro forma net tangible book value pershare,you will experience immediate and substantial dilution.See“Risk Factors Risks Related to this Offeringand Ownership of our Ordinary Shares Because the initial public offering price is substantially higher than thepro forma net tangible book value pe
223、r share,you will experience immediate and substantial dilution”on page 37.Recent Regulatory Developments in China Recently,the PRC government initiated a series of regulatory actions and made a number of public statements on theregulation of business operations in China with little advance notice,in
224、cluding cracking down on illegal activities in thesecurities market,enhancing supervision over China-based companies listed overseas,adopting new measures to extend thescope of cybersecurity reviews,and expanding efforts in anti-monopoly enforcement.102022/12/13https:/www.sec.gov/Archives/edgar/data
225、/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htm24/224 Among other things,the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors(the“M&A Rules”)and Anti-Monopoly La
226、w of the Peoples Republic of China promulgated by the SCNPC which took effect in2008(“Anti-Monopoly Law”),established additional procedures and requirements that could make merger and acquisitionactivities by foreign investors more time-consuming and complex.Such regulation requires,among other thin
227、gs,that StateAdministration for Market Regulation(“SAMR”)be notified in advance of any change-of-control transaction in which a foreigninvestor acquires control of a PRC domestic enterprise or a foreign company with substantial PRC operations,if certainthresholds under the Provisions of the State Co
228、uncil on the Standard for Declaration of Concentration of Business Operators,issued by the State Council in 2008,are triggered.Moreover,the Anti-Monopoly Law requires that transactions which involvethe national security,the examination on the national security shall also be conducted according to th
229、e relevant provisions of theState.In addition,the PRC Measures for the Security Review of Foreign Investment which took effect in January 2021 requireacquisitions by foreign investors of PRC companies engaged in military-related or certain other industries that are crucial tonational security be sub
230、ject to security review before consummation of any such acquisition.On July 6,2021,the relevant PRC government authorities made public the Opinions on Strictly Cracking Down IllegalSecurities Activities in Accordance with the Law.These opinions emphasized the need to strengthen the administration ov
231、erillegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effectivemeasures,such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies.Pursuant to t
232、he Opinions,Chinese regulators are required to accelerate rulemaking related tothe overseas issuance and listing of securities,and update the existing laws and regulations related to data security,cross-borderdata flow,and management of confidential information.Numerous regulations,guidelines and ot
233、her measures are expected to beadopted under the umbrella of or in addition to the Cybersecurity Law and Data Security Law.As of the date of this prospectus,no official guidance or related implementation rules have been issued yet and the interpretation of these opinions remainsunclear at this stage
234、.See“Risk Factors Risks Related to Doing Business in China Any requirement to obtain prior approvalunder the M&A Rules and/or any other regulations promulgated by relevant PRC regulatory agencies in the future could delaythis offering and failure to obtain any such approvals,if required,could have a
235、 material adverse effect on our business,operating results and reputation as well as the trading price of our ordinary shares,and could also create uncertainties for thisoffering and affect our ability to offer or continue to offer securities to investors outside China”on page 18.In addition,on July
236、 10,2021,the Cyberspace Administration of China issued the Measures for Cybersecurity Review(Revision Draft for Comments),or the Measures,for public comments,which propose to authorize the relevant governmentauthorities to conduct cybersecurity review on a range of activities that affect or may affe
237、ct national security,including listingsin foreign countries by companies that possess the personal data of more than one million users.On December 28,2021,theMeasures for Cybersecurity Review(2021 version)was promulgated and took effect on February 15,2022,which iterates thatany“online platform oper
238、ators”controlling personal information of more than one million users which seeks to list in a foreignstock exchange should also be subject to cybersecurity review.The Measures for Cybersecurity Review(2021 version),furtherelaborates the factors to be considered when assessing the national security
239、risks of the relevant activities,including,amongothers,(i)the risk of core data,important data or a large amount of personal information being stolen,leaked,destroyed,andillegally used or exited the country;and(ii)the risk of critical information infrastructure,core data,important data or a largeamo
240、unt of personal information being affected,controlled,or maliciously used by foreign governments after listing abroad.TheCyberspace Administration of China has said that under the proposed rules companies holding data on more than 1,000,000users must now apply for cybersecurity approval when seeking
241、 listings in other nations because of the risk that such data andpersonal information could be“affected,controlled,and maliciously exploited by foreign governments.”The cybersecurityreview will also look into the potential national security risks from overseas IPOs.On December 24,2021,the CSRC relea
242、sed the Draft Rules Regarding Overseas Listing,which had a comment periodthat expired on January 23,2022.The Draft Rules Regarding Overseas Listing lay out the filing regulation arrangement for bothdirect and indirect overseas listing,and clarify the determination criteria for indirect overseas list
243、ing in overseas markets.Among other things,if a domestic enterprise intends to indirectly offer and list securities in an overseas market,the record-filingobligation is with a major operating entity incorporated in the PRC and such filing obligation shall be completed within threeworking days after
244、the overseas listing application is submitted.The required filing materials for an initial public offering andlisting shall include but not limited to:regulatory opinions,record-filing,approval and other documents issued by competentregulatory authorities of relevant industries(if applicable);and se
245、curity assessment opinion issued by relevant regulatoryauthorities(if applicable).The Draft Rules Regarding Overseas Listing,if enacted,may subject us to additional compliance requirement in thefuture,and we cannot assure you that we will be able to get the clearance of filing procedures under the D
246、raft Rules RegardingOverseas List on a timely basis,or at all.Any failure of us to fully comply with new regulatory requirements may significantlylimit or completely hinder our ability to offer or continue to offer our ordinary shares,cause significant disruption to ourbusiness operations,and severe
247、ly damage our reputation,which would materially and adversely affect our financial conditionand results of operations and cause our ordinary shares to significantly decline in value or become worthless.2022/12/13https:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostinte
248、ch.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htm25/224As further advised by our PRC counsel,King&Wood Mallesons,as of the date of this prospectus,no effective laws orregulations in the PRC explicitly require us to seek approval from the CSRC or any
249、 other PRC governmental authorities for ouroverseas listing plan,nor has our company or any of our subsidiaries received any inquiry,notice,warning or sanctionsregarding our planned overseas listing from the CSRC or any other PRC governmental authorities.However,since thesestatements and regulatory
250、actions by the PRC government are newly published and official guidance and related implementationrules have not been issued,it is highly uncertain what the potential impact such modified or new laws and regulations will haveon our daily business operation,the ability to accept foreign investments a
251、nd list on an U.S.exchange.The SCNPC or otherPRC regulatory authorities may in the future promulgate laws,regulations or implementing rules that requires our company,orany of our subsidiaries to obtain regulatory approval from Chinese authorities before listing in the U.S.See“Risk Factors”beginning
252、on page 14 for a discussion of these legal and operational risks and other information that should be consideredbefore making a decision to purchase our ordinary shares.112022/12/13https:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archiv
253、es/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htm26/224 Implications of Being an Emerging Growth Company We had less than$1.07 billion in revenue during our last fiscal year.As a result,we qualify as an“emerging growthcompany”as defined in the Jumpstart Our Business Startups Act
254、of 2012(the“JOBS Act”),and may take advantage of reducedpublic reporting requirements.These provisions include,but are not limited to:being permitted to present only two years of audited financial statements and only two years of relatedManagements Discussion and Analysis of Financial Condition and
255、Results of Operations in our filings with theSEC;not being required to comply with the auditor attestation requirements in the assessment of our internal controlover financial reporting;reduced disclosure obligations regarding executive compensation in periodic reports,proxy statements andregistrati
256、on statements;and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation andshareholder approval of any golden parachute payments not previously approved.We may take advantage of these provisions until the last day of our fiscal year following the fifth anni
257、versary of thedate of the first sale of our ordinary shares pursuant to this offering.However,if certain events occur before the end of suchfive-year period,including if we become a“large accelerated filer,”if our annual gross revenues exceed$1.07 billion or if weissue more than$1.0 billion of non-c
258、onvertible debt in any three-year period,we will cease to be an emerging growth companybefore the end of such five-year period.Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transitionperiod provided in Section 7(a)(2)(B)of the Securities Act
259、of 1933,as amended(the“Securities Act”),for complying with newor revised accounting standards.We have elected to take advantage of this extended transition period and acknowledge suchelection is irrevocable pursuant to Section 107 of the JOBS Act.Implications of Being a Foreign Private Issuer Upon c
260、onsummation of this offering,we will report under the Exchange Act,as a non-U.S.company with“foreignprivate issuer”status.Even after we no longer qualify as an emerging growth company,so long as we qualify as a foreignprivate issuer under the Exchange Act,we will be exempt from certain provisions of
261、 the Exchange Act and the rules thereunderthat are applicable to U.S.domestic public companies,including:the rules under the Exchange Act that require U.S.domestic public companies to issue financial statementsprepared under U.S.GAAP;the sections of the Exchange Act that regulate the solicitation of
262、 proxies,consents or authorizations in respect ofany securities registered under the Exchange Act;the sections of the Exchange Act that require insiders to file public reports of their share ownership and tradingactivities and that impose liability on insiders who profit from trades made in a short
263、period of time;and the rules under the Exchange Act that require the filing with the SEC of quarterly reports on Form 10-Q,containing unaudited financial and other specified information,and current reports on Form 8-K,upon theoccurrence of specified significant events.We will file with the SEC,withi
264、n four months after the end of each fiscal year(or such other reports required by theSEC),an annual report on Form 20-F containing financial statements audited by an independent registered public accountingfirm.We may take advantage of these exemptions until such time as we are no longer a foreign p
265、rivate issuer.We wouldcease to be a foreign private issuer at such time as more than 50%of our outstanding voting securities are held by U.S.residentsand any of the following three circumstances applies:(i)the majority of our executive officers or directors are U.S.citizens orresidents,(ii)more than
266、 50%of our assets are located in the United States or(iii)our business is administered principally in theUnited States.2022/12/13https:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1
267、a11_ostintech.htm27/224Both foreign private issuers and emerging growth companies are also exempt from certain of the more extensive SECexecutive compensation disclosure rules.Therefore,if we no longer qualify as an emerging growth company but remain aforeign private issuer,we will continue to be ex
268、empt from such rules and will continue to be permitted to follow our homecountry practice as to the disclosure of such matters.Corporate Information Our principal executive offices are located at Building 2,101/201,1 Kechuang Road,Qixia District,Nanjing,JiangsuProvince,China 210046,and our telephone
269、 number is+86 25-58595234.Our website is .Informationcontained on,or available through,our website does not constitute part of,and is not deemed incorporated by reference into,thisprospectus.Our registered office in the Cayman Islands is located at the offices of Maples Corporate Services Limited,PO
270、 Box309,Ugland House,Grand Cayman,KY1-1104,Cayman Islands.Our agent for service of process in the United States is Puglisi&Associates,850 Library Avenue,Suite 204,Newark,DE 19711.122022/12/13https:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.
271、gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htm28/224 The Offering Securities being offered:3,375,000 ordinary shares on a firm commitment basis.Initial offering price:We estimate the initial public offering price for the ordinaryshares will be$4.00 per ordinary share
272、.Number of ordinary shares outstanding before the offering:10,125,000 ordinary shares.Number of ordinary shares outstanding after the offering:13,500,000 ordinary shares,assuming no exercise of theunderwriters over-allotment option,and 14,006,250 ordinaryshares,assuming full exercise of the underwri
273、ters over-allotment option.Use of proceeds:We intend to use the net proceeds of this offering for(i)expanding our manufacturing facilities for production ofOLED polarizers,(ii)potential acquisition of,or investmentin,business in the new display material field,(iii)research anddevelopment of new mate
274、rials and improvement ofmanufacturing process;and(iv)working capital and othergeneral corporate purposes.For more information on the useof proceeds,see“Use of Proceeds”on page 43.Lock-up agreements All of our directors and officers and certain shareholders haveagreed with the underwriters,subject to
275、 certain exceptions,notto sell,transfer or dispose of,directly or indirectly,any of ourordinary shares or securities convertible into or exercisable orexchangeable for our ordinary shares for a period of sixmonths from the commencement of the Companys first day oftrading on the Nasdaq Capital Market
276、.See“Shares Eligiblefor Future Sale”and“Underwriting”for more information.Proposed Nasdaq symbol:We have applied to have our ordinary shares listed on theNasdaq under the symbol“OST.”Transfer agent and registrar VStock Transfer,LLC Risk factors:Investing in our ordinary shares involves significant r
277、isks.The risks could result in a material change in the value ofthe securities we are registering for sale or couldsignificantly limit or completely hinder our ability to offeror continue to offer securities to investors.As an investoryou should be able to bear a complete loss of your investment.You
278、 should carefully consider the information set forth in the“Risk Factors”section beginning on page 14.132022/12/13https:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.h
279、tm29/224 RISK FACTORS Investing in our ordinary shares is highly speculative and involves a significant degree of risk.You should carefullyconsider the following risks,as well as other information contained in this prospectus,before making an investment in ourcompany.The risks discussed below could
280、materially and adversely affect our business,prospects,financial condition,results ofoperations,cash flows,ability to pay dividends,the trading price of our ordinary shares and ability to offer and continue to offersecurities to investors.Additional risks and uncertainties not currently known to us
281、or that we currently deem to be immaterial mayalso materially and adversely affect our business,prospects,financial condition,results of operations,cash flows and ability topay dividends,and you may lose all or part of your investment.Risks Related to Doing Business in China Changes in the political
282、 and economic policies of the PRC government or in relations between China and the United Statesmay materially and adversely affect our business,financial condition and results of operations and may result in our inabilityto sustain our growth and expansion strategies.Substantially all of our operat
283、ions are conducted in the PRC and a majority of our revenues is sourced from the PRC.Accordingly,our financial condition and results of operations are affected to a significant extent by economic,political and legaldevelopments in the PRC or changes in government relations between China and the Unit
284、ed States or other governments.There issignificant uncertainty about the future relationship between the United States and China with respect to trade policies,treaties,government regulations and tariffs.The PRC economy differs from the economies of most developed countries in many respects,includin
285、g the extent ofgovernment involvement,level of development,growth rate,control of foreign exchange and allocation of resources.Although thePRC government has implemented measures emphasizing the utilization of market forces for economic reform,the reduction ofstate ownership of productive assets,and
286、 the establishment of improved corporate governance in business enterprises,a substantialportion of productive assets in China is still owned by the government.In addition,the PRC government continues to play asignificant role in regulating industry development by imposing industrial policies.The PR
287、C government also exercises significantcontrol over Chinas economic growth by allocating resources,controlling payment of foreign currency-denominated obligations,setting monetary policy,regulating financial services and institutions and providing preferential treatment to particular industries orco
288、mpanies.While the PRC economy has experienced significant growth in the past four decades,growth has been uneven,bothgeographically and among various sectors of the economy.The PRC government has implemented various measures to encourageeconomic growth and guide the allocation of resources.Some of t
289、hese measures may benefit the overall PRC economy,but mayalso have a negative effect on us.Our financial condition and results of operation could be materially and adversely affected bygovernment control over capital investments or changes in tax regulations that are applicable to us.In addition,the
290、 PRCgovernment has implemented in the past certain measures,including interest rate increases,to control the pace of economicgrowth.These measures may cause decreased economic activity.In July 2021,the Chinese government provided new guidance on China-based companies raising capital outside of China
291、,including through VIE arrangements.In light of such developments,the SEC has imposed enhanced disclosure requirements onChina-based companies seeking to register securities with the SEC.As substantially all of our operations are based in China,anyfuture Chinese,U.S.or other rules and regulations th
292、at place restrictions on capital raising or other activities by China basedcompanies could adversely affect our business and results of operations.If the business environment in China deteriorates from theperspective of domestic or international investment,or if relations between China and the Unite
293、d States or other governmentsdeteriorate,the Chinese government may intervene with our operations and our business in China and United States,as well as themarket price of our ordinary shares,may also be adversely affected.There are uncertainties regarding the interpretation and enforcement of PRC l
294、aws,rules and regulations.Substantially all of our operations are conducted in the PRC,and are governed by PRC laws,rules and regulations.OurPRC subsidiaries are subject to laws,rules and regulations applicable to foreign investment in China.The PRC legal system is acivil law system based on written
295、 statutes.Unlike the common law system,prior court decisions may be cited for reference buthave limited precedential value.In 1979,the PRC government began to promulgate a comprehensive system of laws,rules and regulations governingeconomic matters in general.The overall effect of legislation over t
296、he past four decades has significantly enhanced the protectionsafforded to various forms of foreign investment in China.However,China has not developed a fully integrated legal system,andrecently enacted laws,rules and regulations may not sufficiently cover all aspects of economic activities in Chin
297、a or may besubject to significant degrees of interpretation by PRC regulatory agencies.In particular,because these laws,rules and regulations2022/12/13https:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/00012139
298、0022015945/ea157437-f1a11_ostintech.htm30/224are relatively new,and because of the limited number of published decisions and the nonbinding nature of such decisions,andbecause the laws,rules and regulations often give the relevant regulator significant discretion in how to enforce them,theinterpreta
299、tion and enforcement of these laws,rules and regulations involve uncertainties and can be inconsistent and unpredictable.In addition,the PRC legal system is based in part on government policies and internal rules,some of which are not published on atimely basis or at all,and which may have a retroac
300、tive effect.As a result,we may not be aware of our violation of these policiesand rules until after the occurrence of the violation.142022/12/13https:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005
301、945/ea157437-f1a11_ostintech.htm31/224 Any administrative and court proceedings in China may be protracted,resulting in substantial costs and diversion ofresources and management attention.Since PRC administrative and court authorities have significant discretion in interpreting andimplementing stat
302、utory and contractual terms,it may be more difficult to evaluate the outcome of administrative and courtproceedings and the level of legal protection we enjoy than in more developed legal systems.These uncertainties may impede ourability to enforce the contracts we have entered into and could materi
303、ally and adversely affect our business,financial condition andresults of operations.Recently,the General Office of the Central Committee of the Communist Party of China and the General Office of theState Council jointly issued the“Opinions on Severely Cracking Down on Illegal Securities Activities A
304、ccording to Law,”or theOpinions,which was made available to the public on July 6,2021.The Opinions emphasized the need to strengthen theadministration over illegal securities activities,and the need to strengthen the supervision over overseas listings by Chinesecompanies.Effective measures,such as p
305、romoting the construction of relevant regulatory systems will be taken to deal with therisks and incidents of China-concept overseas listed companies,and cybersecurity and data privacy protection requirements andsimilar matters.The Opinions remain unclear on how the law will be interpreted,amended a
306、nd implemented by the relevant PRCgovernmental authorities,but the Opinions and any related implementing rules to be enacted may subject us to compliancerequirements in the future.On July 10,2021,the Cyberspace Administration of China issued a revised draft of the Measures for CybersecurityReview fo
307、r public comments,which required that,among others,in addition to“operator of critical information infrastructure”,any“data processor”controlling personal information of no less than one million users which seeks to list in a foreign stockexchange should also be subject to cybersecurity review,and f
308、urther elaborated the factors to be considered when assessing thenational security risks of the relevant activities.On November 14,2021,the Cyberspace Administration of China released the Regulations on Network Data Security(draft for public comments)and accepted public comments until December 13,20
309、21.The draft Regulations on Network DataSecurity provide that data processors refer to individuals or organizations that autonomously determine the purpose and the mannerof processing data.If a data processor that processes personal data of more than one million users intends to list overseas,it sha
310、llapply for a cybersecurity review.In addition,data processors that process important data or are listed overseas shall carry out anannual data security assessment on their own or by engaging a data security services institution,and the data security assessmentreport for the prior year should be sub
311、mitted to the local cyberspace affairs administration department before January 31 of eachyear.On December 28,2021,the Measures for Cybersecurity Review(2021 version)was promulgated and took effect on February15,2022,which iterates that any“online platform operators”controlling personal information
312、of more than one million userswhich seeks to list in a foreign stock exchange should also be subject to cybersecurity review.As advised by our PRC counsel,King&Wood Mallesons,we are not among the“operator of critical information infrastructure”or“data processor”as mentionedabove.The Company,through
313、Jiangsu Austin and its subsidiaries,is a supplier of display modules and polarizers in China,anddesigns,develops and manufactures TFT-LCD modules,and neither the Company nor its subsidiaries is engaged in data activitiesas defined under the Personal Information Protection Law,which includes,without
314、limitation,collection,storage,use,processing,transmission,provision,publication and deletion of data.In addition,neither the Company nor its subsidiaries is an operator of any“critical information infrastructure”as defined under the PRC Cybersecurity Law and the Security Protection Measures on Criti
315、calInformation Infrastructure.However,Measures for Cybersecurity Review(2021 version)was recently adopted and the NetworkInternet Data Protection Draft Regulations(draft for comments)is in the process of being formulated and the Opinions remainunclear on how it will be interpreted,amended and implem
316、ented by the relevant PRC governmental authorities.There remains uncertainties as to when the final measures will be issued and take effect,how they will be enacted,interpreted or implemented,and whether they will affect us.If we inadvertently conclude that the Measures for CybersecurityReview(2021
317、version)do not apply to us,or applicable laws,regulations,or interpretations change and it is determined in thefuture that the Measures for Cybersecurity Review(2021 version)become applicable to us,we may be subject to review whenconducting data processing activities,and may face challenges in addre
318、ssing its requirements and make necessary changes to ourinternal policies and practices.We may incur substantial costs in complying with the Measures for Cybersecurity Review(2021version),which could result in material adverse changes in our business operations and financial position.If we are not a
319、ble tofully comply with the Measures for Cybersecurity Review(2021 version),our ability to offer or continue to offer securities toinvestors may be significantly limited or completely hindered,and our securities may significantly decline in value or becomeworthless.On December 24,2021,the CSRC relea
320、sed the Administrative Provisions of the State Council Regarding the OverseasIssuance and Listing of Securities by Domestic Enterprises(Draft for Comments)and the Measures for the Overseas Issuance ofSecurities and Listing Record-Filings by Domestic Enterprises(Draft for Comments),both of which had
321、a comment period thatexpired on January 23,2022,and if enacted,may subject us to additional compliance requirement in the future.See“-CSRC hasreleased for public consultation the draft rules for China-based companies seeking to conduct initial public offerings in foreignmarkets.While such rules have
322、 not yet gone into effect,the Chinese government may exert more oversight and control overofferings that are conducted overseas and foreign investment in China-based issuers,which could significantly limit or completely2022/12/13https:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157
323、437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htm32/224hinder our ability to offer or continue to offer our ordinary shares to investors and could cause the value of our ordinary shares tosignificantly decline or become worthless.”T
324、hus,it is still uncertain how PRC governmental authorities will regulate overseas listing in general and whether we arerequired to obtain any specific regulatory approvals.Furthermore,if the CSRC or other regulatory agencies later promulgate newrules or explanations requiring that we obtain their ap
325、provals for this offering and any follow-on offering,we may be unable toobtain such approvals which could significantly limit or completely hinder our ability to offer or continue to offer securities to ourinvestors.Furthermore,the PRC government authorities may strengthen oversight and control over
326、 offerings that are conductedoverseas and/or foreign investment in China-based issuers like us.Such actions taken by the PRC government authorities mayintervene or influence our operations at any time,which are beyond our control.Therefore,any such action may adversely affectour operations and signi
327、ficantly limit or hinder our ability to offer or continue to offer securities to you and reduce the value ofsuch securities.152022/12/13https:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea157437-f1a11_ostintech.htmhttps:/www.sec.gov/Archives/edgar/data/1803407/0005945/ea15
328、7437-f1a11_ostintech.htm33/224 Uncertainties regarding the enforcement of laws and the fact that rules and regulations in China can change quickly withlittle advance notice,along with the risk that the Chinese government may intervene or influence our operations at any time,ormay exert more control
329、over offerings conducted overseas and/or foreign investment in China-based issuers could result in amaterial change in our operations,financial performance and/or the value of our ordinary shares or impair our ability to raisemoney.The PRC government exerts substantial influence over the manner in w
330、hich we conduct our business activities.The PRCgovernment may also intervene or influence our operations and this offering at any time,which could result in a materialchange in our operations and our ordinary shares could decline in value or become worthless.We are currently not required to obtain a
331、pproval from Chinese authorities to list on U.S exchanges,however,if ourholding company or any of our PRC subsidiaries were required to obtain approval in the future and were denied permission fromChinese authorities to list on U.S.exchanges,we will not be able to continue listing on U.S.exchange,co
332、ntinue to offer securitiesto investors,or materially affect the interest of the investors and cause significantly depreciation of our price of ordinary shares.The Chinese government has exercised and continues to exercise substantial control over virtually every sector of theChinese economy through
333、regulation and state ownership.Our ability to operate in China may be harmed by changes in its lawsand regulations,including those relating to taxation,environmental regulations,land use rights,property and other matters.Thecentral or local governments of these jurisdictions may impose new,stricter regulations or interpretations of existing regulationsthat would require additional expenditures and