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1、/F-1 1 tm2231572d7_f-1.htm FORM F-1 As filed with the U.S.Securities and Exchange Commission on February 24,2023.Registration No.UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON,D.C.20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MED EIBY HOLDING CO.,LIMITED(Exact n
2、ame of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 5047 Not Applicable(State or other jurisdiction of(Primary Standard Industrial(I.R.S.Employerincorporation or organization)Classification Code Number)Identification Number)8th Flo
3、or,Yifang Building,No.315 Shuangming Avenue,Dongzhou Community,Guangming Street,Guangming District,Shenzhen,Guangdong,Peoples Republic of China,5181(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Cogency Global Inc.122 Ea
4、st 42nd Street,18th FloorNew York,NY 10168800-221-0102(Name,address,including zip code,and telephone number,including area code,of agent for service)Ying Li,Esq.Guillaume de Sampigny,Esq.Lisa Forcht,Esq.Hunter Taubman Fischer&Li LLC 950 Third Avenue,19th Floor,New York,NY 10022 212-530-2206 Benjamin
5、 Tan,Esq.Sichenzia Ross Ference LLP1185 Avenue of the Americas,31st Floor,New York,NY 10036212-930-9700 Approximate date of commencement of proposed sale to the public:as soon as practicable after the effective date of this registrationstatement.If any of the securities being registered on this Form
6、 are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933,check the following box.x If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the followingbox and list the Securities Ac
7、t registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list theSecurities Act registration statement number of the earlier effec
8、tive registration statement for the same offering./If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.I
9、ndicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company x If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if theregistrant has elect
10、ed not to use the extended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 7(a)(2)(B)of the Securities Act.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date
11、until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter becomeeffective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until the Registration Statement shall becomeeffective on such date as the Securi
12、ties and Exchange Commission,acting pursuant to such Section 8(a),may determine./The information in this preliminary prospectus is not complete and may be changed.We may not sell these securities until theregistration statement filed with the Securities and Exchange Commission is effective.This prel
13、iminary prospectus is not an offer tosell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS,DATED*,2023 4,000,000 Ordinary Shares MED EIBY HOLDING CO.,LIMITED This is an
14、initial public offering,or the“offering,”of 4,000,000 ordinary shares,par value US$0.000002 per share(each,an“OrdinaryShare,”and,collectively,the“Ordinary Shares”)of MED EIBY Holding Co.,Limited,a Cayman Islands exempted company with limitedliability whose principal place of business is in Shenzhen,
15、the Peoples Republic of China,on a firm commitment basis.Throughout this prospectus,unless the context indicates otherwise,the terms“we,”“our,”and“our Company,”only refers to MED EIBYHolding Co.,Limited,the Cayman Islands holding company,the term“the WFOE”or“our WFOE”refers to Beijing Agamemnon Tech
16、nologyService Co.,Ltd,a limited liability company organized under the laws of the Peoples Republic of China(the“PRC”),the terms“ShenzhenBestman,”or“the VIE”refers to Shenzhen Bestman Precision Instrument Co.,Ltd.,a limited liability company organized under the laws ofthe PRC,the term“Nanjing Yonglei
17、”refers to Nanjing Yonglei Medical Products Import and Export Trade Co.,Ltd.,a PRC wholly-ownedsubsidiary of the VIE,and the term“the PRC operating entities”refers to the VIE and its subsidiary,Nanjing Yonglei.Prior to this offering,there has been no public market for our Ordinary Shares.We expect t
18、hat the initial public offering price of ourOrdinary Share will be$5.00 per Ordinary Share.Currently no public market exists for the Ordinary Share.We expect to list the Ordinary Shares on the Nasdaq Capital Market(“Nasdaq”)under the symbol“BSME.”At this time,Nasdaq has notyet approved our applicati
19、on to list our Ordinary Shares.The closing of this offering is conditioned upon Nasdaqs final approval of our listingapplication,and there is no guarantee or assurance that our Ordinary Shares will be approved for listing on Nasdaq.Investing in our Ordinary Shares involves a high degree of risk,incl
20、uding the risk of losing your entire investment.See“RiskFactors”beginning on page 23 to read about factors you should consider before buying our Ordinary Shares.We are a holding company incorporated in the Cayman Islands and not a Chinese operating company.The Ordinary Sharesoffered in this offering
21、 are shares of our offshore holding company instead of shares of the VIE or its subsidiary in China.As a holdingcompany with no material operations of our own,the majority of our operations are conducted through the PRC operating entities.Due to PRC legal restrictions on foreign ownership in certain
22、 internet-related businesses we may explore and operate in the future,wedo not have any equity ownership of the VIE.We control and receive the economic benefits of the VIE and its subsidiary businessoperations through certain contractual arrangements(the“VIE Agreements”)which enable us to consolidat
23、e the financial results ofthe VIE and its subsidiary in our consolidated financial statements for accounting purposes only because we met the conditions underthe United States generally accepted accounting principles,or U.S.GAAP,to consolidate the VIE.Under U.S.GAAP,the Company is deemed to have a c
24、ontrolling financial interest in,and be the primary beneficiary of,the VIEfor accounting purposes,because pursuant to the VIE Agreements,the VIE shall pay service fees in an amount equivalent to all of itsnet income to our WFOE,while WFOE has the power to direct the activities of the VIE that can si
25、gnificantly impact the VIEseconomic performance,has the obligation to absorb the expected losses of the VIE,and has the right to receive substantially all of theeconomic benefits of the VIE.Such contractual arrangements are designed so that the operations of the VIE are solely for the benefitof WFOE
26、 and,ultimately,the Company.As such,the Company is deemed to be the primary beneficiary of the VIE for accountingpurposes and must consolidate the VIE because it met the conditions under U.S.GAAP to consolidate the VIE.The VIE structure involves unique risks to investors and the VIE Agreements have
27、not been tested in a court of law in China as ofthe date of this prospectus.Through the VIE Agreements among our WFOE,the VIE,and Shenzhen Bestmans shareholders(the“VIE Shareholders”),we are regarded as the primary beneficiary of Shenzhen Bestman and its subsidiary,Nanjing Yonglei,foraccounting purp
28、oses,and,therefore,we are able to consolidate the financial results of Shenzhen Bestman and Nanjing Yonglei in ourconsolidated financial statements in accordance with U.S.GAAP./However,the VIE structure cannot completely replicate a foreign investment in China-based companies,as the investors will n
29、ot,and may never directly,hold equity interests in the PRC operating entities.Instead,the VIE structure provides contractual exposureto foreign investment in us.The VIE Agreements may not be as effective as direct ownership in providing operational control overShenzhen Bestman and Nanjing Yonglei.Se
30、e“Risk Factors Risks Related to Our Corporate Structure If the PRC governmentdetermines that the contractual arrangements constituting part of the VIE structure do not comply with PRC regulations,or if theseregulations change or are interpreted differently in the future,we may be unable to assert ou
31、r contractual rights over the assets of the VIEand its subsidiary,and our Ordinary Shares may decline in value or become worthless.”For a description of the VIE contractualarrangements,see“Corporate History and Structure Our VIE Agreements.”As a result of our use of the VIE structure,you maynever di
32、rectly hold equity interests in the VIE and its subsidiary.Because we do not directly hold equity interests in the VIE and its subsidiary,we are subject to risks and uncertainties of theinterpretations and applications of PRC laws and regulations,including but not limited to,regulatory review of ove
33、rseas listing ofPRC companies through special purpose vehicles,and the validity and enforcement of our VIE Agreements.Further,given that PRClaws and regulations governing the validity of the VIE Agreements are uncertain and the relevant government authorities and thePRC courts have broad discretion
34、in interpreting these laws and regulations,if the PRC government authorities or the PRC courtsdeems that our contractual arrangements with the VIE do not comply with PRC regulatory restrictions on foreign investment in therelevant industries,or if these regulations or the interpretation of existing
35、regulations change or are interpreted differently in thefuture,we could be subject to severe penalties or be forced to relinquish our interests in those operations.We are also subject to therisks and uncertainties about any future actions of the PRC government in this regard that could disallow the
36、VIE structure,or deemthe VIE Structure to be illegal,either in whole or in part,which would likely result in a loss of our consolidated VIE and cause amaterial change or disruption in our operations,and the value of our Ordinary Shares may depreciate significantly or becomeworthless.The VIE Agreemen
37、ts have not been tested in a court of law in China as of the date of this prospectus.See“Risk Factors Risks Relating to Doing Business in the PRC”and“Risk FactorsRisks Related to our Corporate Structure.”All of the PRC operating entities operations are located in“mainland China,”that is,excluding th
38、e Hong Kong SpecialAdministrative Region(“Hong Kong”)and the Macau Special Administrative Region(“Macau”).As at the date of this prospectus,wedo not have any Macau subsidiary and our sole Hong Kong subsidiary,MED BESTMAN Holding Co.,Limited(“HK Bestman”),hashistorically been and will continue to be
39、designated as an investment holding company only and we do not intend it to conduct anybusiness operations through such entity.Hong Kong was established as a special administrative region of the PRC in accordance with Article 31 of the Constitution of thePRC.The Basic Law of the Hong Kong Special Ad
40、ministrative Region of the PRC(the“Basic Law”)was adopted and promulgatedon April 4,1990 and became effective on July 1,1997,when the PRC resumed the exercise of sovereignty over Hong Kong.Pursuantto the Basic Law,Hong Kong is authorized by the National Peoples Congress of the PRC to exercise a high
41、 degree of autonomy andenjoy executive,legislative,and independent judicial power,under the principle of“one country,two systems,”and the PRC laws andregulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law(which is confined to laws relatingto national defe
42、nse,foreign affairs,and other matters that are not within the scope of autonomy of Hong Kong).While the NationalPeoples Congress of the PRC has the power to amend the Basic Law,the Basic Law also expressly provides that no amendment to theBasic Law shall contravene the established basic policies of
43、the PRC regarding Hong Kong.As a result,national laws of the PRC notlisted in Annex III of the Basic Law do not apply to our Hong Kong subsidiary,HK Bestman.However,there is no assurance thatcertain PRC laws and regulations,including existing laws and regulations and those enacted or promulgated in
44、the future,will not beapplicable to HK Bestman due to change in the current political arrangements between mainland China and Hong Kong or otherunforeseeable reasons.The application of such laws and regulations may have a material adverse impact on HK Bestman,as relevantauthorities may impose fines
45、and penalties upon HK Bestman,delay or restrict the repatriation of the proceeds from this offering intomainland China and Hong Kong,and any failure by us to fully comply with any such new regulatory requirements may significantlylimit or completely hinder our ability to offer or continue to offer o
46、ur Ordinary Shares,cause significant disruption to our businessoperations,and severely damage our reputation,which would materially and adversely affect our financial condition and results ofoperations and cause our Ordinary Shares to significantly decline in value or in extreme cases,become worthle
47、ss.As of the date of this prospectus,no cash transfer nor transfer of other assets has occurred among our Company,our subsidiaries,and the consolidated VIE.As of the date of this prospectus,none of our subsidiaries or consolidated VIE have made any dividends ordistributions to our Company.As of the
48、date of this prospectus,neither we nor any of our subsidiaries have ever paid dividends ormade distributions to U.S.investors.See“Prospectus Summary Selected Condensed Consolidated Financial Schedule of Med EibyHolding Co.,Limited parent,VIE and Non-VIE.”We intend to retain most,if not all,of our av
49、ailable funds and any future earningsafter this offering to the development and growth of our business.We do not expect to pay dividends or to distribute earnings or settleamounts owed under the VIE agreements in the foreseeable future after this offering.In the future,cash proceeds raised fromovers
50、eas financing activities,including this offering,may be transferred by us to our WFOE via capital contribution or shareholderloans,as the case may be.However,any proceeds we transfer to our WFOE,either as a shareholder loan or as an increase inregistered capital,are subject to approval by,registrati
51、on with,or information reporting to,relevant governmental authorities inmainland China.Pursuant to the relevant PRC regulations on Foreign Invested Enterprises in China,capital contributions to ourmainland China subsidiary are subject to the information report with the Ministry of Commerce,or MOFCOM
52、,or its respective localbranches and registration with a local bank authorized by the State Administration of Foreign Exchange,or the SAFE.In addition,any foreign loan procured by our WFOE cannot exceed statutory limits and is required to be registered with the SAFE or its/respective local branches.
53、Any medium or long-term loan to be provided by us to the VIE must be registered with the NationalDevelopment and Reform Commission,or NDRC,and the SAFE or its local branches.Further,we are subject to governmentalcontrol of currency conversion and,in certain cases,the control of the remittance of cur
54、rency out of China.As a result,suchgovernmental control may limit our ability to utilize our revenues effectively.The approval by the SAFE is required to use cashgenerated from the operations of our mainland China subsidiary and VIE to pay off their respective debts in a currency other thanRenminbi
55、owed to entities outside China,or to make other capital expenditure payments outside mainland China in a currency otherthan Renminbi.See“Risk Factors Risks Related to Doing Business in China PRC regulation of loans to and direct investment inthe PRC operating entities by offshore holding companies a
56、nd governmental control of currency conversion may delay us from using theproceeds of this offering,to make loans or additional capital contributions to our WFOE,which could materially and adversely affect ourliquidity and our ability to fund and expand our business”and“Risk Factors Risks Related to
57、 Doing Business in China Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of yourinvestment.”/In addition,our Ordinary Shares may be prohibited from trading on a national exchange under the Holding Foreign CompaniesAccountable
58、 Act(the“HFCAA”)if the Public Company Accounting Oversight Board(United States)(the“PCAOB”)is unable to inspect ourauditors for three consecutive years beginning in 2022.Our auditor,Marcum Asia CPAs LLP,is headquartered in New York,New York,andhas been inspected by the PCAOB on a regular basis,with
59、the last inspection in 2020,and,as of the date of this prospectus,was not includedin the list of PCAOB Identified Firms in the PCAOB Determination Report issued in December 16,2021.If trading in our Ordinary Shares isprohibited under the HFCAA in the future because the PCAOB determines that it canno
60、t inspect or fully investigate our auditor at such futuretime,Nasdaq may determine to delist our Ordinary Shares and trading in our Ordinary Shares could be prohibited.On August 26,2022,ChinaSecurities Regulatory Commission,or the CSRC,the Ministry of Finance of the PRC(the“MOF”),and the PCAOB signe
61、d a Statement ofProtocol(the“Protocol”),governing inspections and investigations of audit firms based in mainland China and Hong Kong.The Protocolremains unpublished and is subject to further explanation and implementation.Pursuant to the fact sheet with respect to the Protocol disclosedby the SEC,t
62、he PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfetteredability to transfer information to the SEC.On December 15,2022,the PCAOB Board determined that the PCAOB was able to secure completeaccess to inspect and investigate registere
63、d public accounting firms headquartered in mainland China and Hong Kong and voted to vacate itsprevious determinations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate the PCAOBs access in thefuture,the PCAOB Board will consider the need to issue a new determin
64、ation.On December 29,2022,President Biden signed into law theAccelerating Holding Foreign Companies Accountable Act as a part of the legislation entitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”),amending the HFCAA and requiring the SEC to prohibit an issuers securi
65、ties from trading on any U.S.stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years.The PCAOBcontinues to demand complete access in mainland China and Hong Kong moving forward and is making plans to resume regular inspections in
66、early 2023 and beyond,as well as to continue pursuing ongoing investigations and initiating new investigations,as needed.The PCAOB hasalso indicated that it will act immediately to consider the need to issue new determinations with the HFCAA,if necessary.See“Risk Factors Risks Related to This Offeri
67、ng and the Ordinary Shares Recent joint statement by the SEC and the PCAOB,rule changes by Nasdaq,andthe HFCAA all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification oftheir auditors,especially the non-U.S.auditors who are not
68、inspected by the PCAOB.These developments could add uncertainties to ourcontinued listing or future offerings of our securities in the U.S.”Recent statements by the Chinese government have indicated an intent to exert more oversight and control over offerings that areconducted overseas and/or foreig
69、n investments in China based issuers.Any future action by the Chinese government expanding thecategories of industries and companies whose foreign securities offerings are subject to government review could significantly limit orcompletely hinder our ability to offer or continue to offer securities
70、to investors and could cause the value of such securities tosignificantly decline or be worthless.See“Risk Factors Risks Related to Doing Business in China There are uncertaintiesregarding the interpretation and enforcement of PRC laws,rules and regulations.The Chinese government may choose to exert
71、 moreoversight and control over offerings that are conducted overseas and/or foreign investment in China based issuers,such action maysignificantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of ourOrdinary Shares to significa
72、ntly decline or be worthless.”Our business is subject to various government regulations and regulatory interference in China.We may incur increased costsnecessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.Furthermore,recentstatements by the
73、 Chinese government indicating an intent to exert more oversight and control over offerings that are conductedoverseas.The Chinese government recently initiated a series of regulatory actions and made a number of public statements on theregulation of business operations in China with little advance
74、notice,including cracking down on illegal activities in the securitiesmarket,enhancing supervision over Chinese-based companies listed overseas,adopting new measures to extend the scope ofcybersecurity reviews,and expanding efforts in anti-monopoly enforcement.Pursuant to the“Opinions on Severely Cr
75、acking Downon Illegal Securities Activities According to Law,”or the Opinions,which were made available to the public on July 6,2021,the needto strengthen the administration over illegal securities activities,and the need to strengthen the supervision over overseas listings byChinese companies have
76、been emphasized.Subsequently,on December 24,2021,the CSRC released the Administrative Provisions ofthe State Council Regarding the Overseas Issuance and Listing of Securities by Domestic Enterprises(Draft for Comments)(the“Draft Administrative Provisions”)and the Measures for the Overseas Issuance o
77、f Securities and Listing Record-Filings by DomesticEnterprises(Draft for Comments)(the“Draft Filing Measures”,collectively with the Draft Administrative Provisions,the“DraftRules Regarding Overseas Listing”),which stipulate that Chinese-based companies,or the issuer,shall fulfill the filing procedur
78、esafter the issuer makes an application for initial public offering and listing in an overseas market,and certain overseas offering andlisting such as those that constitute a threat to or endanger national security,as reviewed and determined by competent authoritiesunder the State Council in accorda
79、nce with law,may be prohibited under the Draft Rules Regarding Overseas Listing.On February17,2023,with the approval of the State Council,the CSRC released the Trial Administrative Measures of Overseas Securities Offeringand Listing by Domestic Companies(the“Trial Measures”)and five supporting guide
80、lines,which will come into effect on March 31,2023.According to the Trial Measures,among other requirements,(1)domestic companies that seek to offer or list securities overseas,both directly and indirectly,should fulfill the filing procedures with the CSRC;if a domestic company fails to complete the
81、 filingprocedures,such domestic company may be subject to administrative penalties;(2)where a domestic company seeks to indirectly offerand list securities in an overseas market,the issuer shall designate a major domestic operating entity responsible for all filingprocedures with the CSRC,and such f
82、ilings shall be submitted to the CSRC within three business days after the submission of theoverseas offering and listing application.On the same day,the CSRC also held a press conference for the release of the Trial Measuresand issued the Notice on Administration for the Filing of Overseas Offering
83、 and Listing by Domestic Companies,which clarifies that(1)on or prior to the effective date of the Trial Measures,domestic companies that have already submitted valid applications for/overseas offering and listing but have not obtained approval from overseas regulatory authorities or stock exchanges
84、 may reasonablyarrange the timing for submitting their filing applications with the CSRC,and must complete the filing before the completion of theiroverseas offering and listing;(2)a six-month transition period will be granted to domestic companies which,prior to the effective dateof the Trial Measu
85、res,have already obtained the approval from overseas regulatory authorities or stock exchanges,but have notcompleted the indirect overseas listing;if domestic companies fail to complete the overseas listing within such six-month transitionperiod,they shall file with the CSRC according to the require
86、ments;and(3)the CSRC will solicit opinions from relevant regulatoryauthorities and complete the filing of the overseas listing of companies with contractual arrangements which duly meet the compliancerequirements,and support the development and growth of these companies.Furthermore,on April 2,2022,t
87、he CSRC published the Provisions on Strengthening the Management of Confidentiality andArchives Related to the draft Overseas Issuance of Securities and Overseas Listing by Domestic Companies(draft for publiccomments),or the Draft Archives Rules,which stipulate that relevant approval,filing,reportin
88、g and other regulatory procedures arerequired in relation to the disclosure,provision and transmission of materials,working papers,archives that contain relevant statesecrets or that have a sensitive impact(i.e.may be detrimental to national security or the public interest if divulged)by the domesti
89、clisting companies,securities companies and securities service institution to recipients outside the PRC such as the overseas listingregulatory authorities.In addition,on December 28,2021,the Cyberspace Administration of China published the Measures forCybersecurity Review,or Cybersecurity Review Me
90、asures,which stipulate that if an operator has personal information of over onemillion users and intends to be listed in a foreign country,it must be subject to the cybersecurity review.As advised by our PRC counsel,Han Kun Law Offices,as of the date of this prospectus,we or the PRC operating entiti
91、es are notdirectly subject to those regulatory actions or statements currently in effect,as we or the PRC operating entities have not implementedany monopolistic behaviors and our business does not involve the process of user data,implicate cybersecurity,or involve any othertypes of restricted indus
92、try.As further advised by our PRC counsel,as of the date of this prospectus,no effective laws or regulationsin the PRC explicitly require our Company,the VIE or its subsidiary to seek approvals from the CSRC or any other PRCgovernmental authorities for our overseas listing plan,however,(1)we may be
93、subject to the Trial Measures for filing procedures withthe CSRC,if we cannot obtain the approvals from SEC and Nasdaq for this offering and listing prior to March 31,2023,the effectivedate of the Trial Measures,or if we fail to complete this offering within the six-month transition period after the
94、 effective date of theTrial Measures;and(2)since these statements and regulatory actions by the PRC government are newly published and there existsuncertainty with respect to their requirements and implementation,it is highly uncertain what the potential impact such modified ornew laws and regulatio
95、ns will have on our or the PRC operating entities daily business operation,the ability to accept foreigninvestments and listing on U.S.exchanges.If we are required by the Trial Measures to submit to the CRSC and complete the filingprocedures of our offering and listing,we cannot assure you that we w
96、ill be able to complete such filings in a timely manner or even atall.Any failure by us to comply with such filing requirements under the Trial Measures may result in an order to rectify,warningsand fines against us and could materially hinder our ability to offer or continue to offer our securities
97、.The Standing Committee of the National Peoples Congress(the“SCNPC”)or other PRC regulatory authorities may in the futurepromulgate laws,regulations or implementing rules that require our Company,the VIE or its subsidiary to obtain regulatoryapproval from Chinese authorities before listing in the U.
98、S.Although as of the date of this prospectus,our Company,the VIE and itssubsidiary have not been involved in any investigations on cybersecurity review initiated by any PRC regulatory authority,nor hasany of them received any inquiry,notice or sanction in such respect,it is uncertain whether or when
99、 we might be required to obtainpermission from any PRC governmental authority to list our shares overseas,and even if such permission is obtained,whether it willbe later denied or rescinded,which could significantly limit or completely hinder our ability to offer or continue to offer our OrdinarySha
100、res to investors and could cause the value of our Ordinary Shares to significantly decline or be worthless.See“Risk Factors Risks Related to Our Corporate Structure.”We are an“emerging growth company”under applicable U.S.federal securities laws and are eligible for reduced public companyreporting re
101、quirements.See“Prospectus Summary Implications of Being an Emerging Growth Company.”Following the completion of this offering,our founder,Mr.Yong Bai,will beneficially own 8,344,500 Ordinary Shares,representing50.02%of the total voting power of our issued and outstanding share capital immediately fo
102、llowing the completing of this offering,assumingthe underwriter does not exercise its over-allotment option,or 48.29%of our total voting power if the underwriter exercises its over-allotmentoption in full.As such,we will be deemed a“controlled company”under Nasdaq listing rules 5615(c),assuming the
103、underwriter does notexercise its over-allotment option.However,even if we are deemed to be a“controlled company,”we do not intend to avail ourselves of thecorporate governance exemptions afforded to a“controlled company”under the Nasdaq listing rules.See“Risk Factors”and“Management Controlled Compan
104、y.”/This prospectus does not constitute,and there will not be,an offering of securities to the public in the Cayman Islands.Per Share Total WithoutOver-AllotmentOption Total WithOver-AllotmentOption Initial public offering price US$US$US$Underwriting discounts(1)US$US$US$Proceeds to our Company befo
105、re expenses(2)US$US$US$(1)See“Underwriting”in this prospectus for more information regarding our arrangements with Boustead Securities,LLC(the“Underwriter”).(2)We expect our total cash expenses for this offering(including cash expenses payable to the Underwriter for their out-of-pocket expenses)to b
106、e approximately$,exclusive of the above discounts.In addition,we will pay additional items of value in connection with thisoffering that are viewed by the Financial Industry Regulatory Authority,or FINRA,as underwriting compensation.These payments willfurther reduce proceeds available to us before e
107、xpenses.See“Underwriting.”The Underwriter is selling 4,000,000 Ordinary Shares(or 4,600,000 Ordinary Shares if the Underwriter exercises its over-allotment optionin full)in this Offering on a firm commitment basis.The Underwriter is obligated to take and pay for all of the Ordinary Shares if any suc
108、hOrdinary Shares are taken.We have granted the Underwriter an option for a period of 45 days after the closing of this offering to purchase upto 15%of the total number of the Ordinary Shares to be offered by us pursuant to this offering(excluding Ordinary Shares subject to thisoption),solely for the
109、 purpose of covering over-allotments,at the public offering price less the underwriting discounts.If the Underwriterexercises the option in full,the total underwriting discounts payable will be$1,610,000 and another$230,000(1%of the gross proceed fromthis offering),in addition to the out of pocket e
110、xpenses,based on an assumed offering price of$5.00 per Ordinary Share,and the total grossproceeds to us,before underwriting discounts and expenses,will be$23,000,000.We have agreed to issue to the Underwriter share purchase warrants,exercisable for a period of 5 years from the date of issuance,topur
111、chase Ordinary Shares equal to 7%of the total number of Ordinary Shares sold in this offering at a per share price equal to the publicoffering price(the“Underwriter Warrants”).The registration statement of which this prospectus is a part also covers the Underwriter Warrantsand the Ordinary Shares is
112、suable upon the exercise thereof.The Underwriter expects to deliver the Ordinary Shares against payment in U.S.dollars to purchasers on or about,2023.Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved ofthese securities or passed up
113、on the accuracy or adequacy of this prospectus.Any representation to the contrary is a criminal offense.Prospectus dated*,2023/TABLE OF CONTENTS PROSPECTUS SUMMARY2THE OFFERING22RISK FACTORS23SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS71USE OF PROCEEDS72DIVIDEND POLICY73CAPITALIZATION73DILUTIO
114、N75ENFORCEABILITY OF CIVIL LIABILITIES76CORPORATE HISTORY AND STRUCTURE78MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS80INDUSTRY91BUSINESS99REGULATION124MANAGEMENT146PRINCIPAL SHAREHOLDERS153RELATED PARTY TRANSACTIONS155DESCRIPTION OF SHARE CAPITAL157SHARES ELI
115、GIBLE FOR FUTURE SALE174TAXATION176UNDERWRITING184NOTICE TO INVESTORS187EXPENSES RELATING TO THIS OFFERING192LEGAL MATTERS193EXPERTS193WHERE YOU CAN FIND ADDITIONAL INFORMATION193INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1/About this Prospectus We and the Underwriter have not authorized anyone to
116、provide any information or to make any representations other than those containedin this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you.We take noresponsibility for,and can provide no assurance as to the reliability of,any other inform
117、ation that others may give you.This prospectus is anoffer to sell only the Ordinary Shares offered hereby,but only under circumstances and in jurisdictions where it is lawful to do so.We are notmaking an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or w
118、here the person making the offer or saleis not qualified to do so or to any person to whom it is not permitted to make such offer or sale.For the avoidance of doubt,no offer orinvitation to subscribe for Ordinary Shares is made to the public in the Cayman Islands.The information contained in this pr
119、ospectus is currentonly as of the date on the front cover of the prospectus.Our business,financial condition,results of operations,and prospects may havechanged since that date.Conventions that Apply to this Prospectus Unless otherwise indicated or the context requires otherwise,references in this p
120、rospectus to:“BVI”are to the British Virgin Islands;“China”or the“PRC”refers to the Peoples Republic of China;in this prospectus,any PRC laws,rules,regulations,statutes,notices,circulars and judicial interpretations or the like refer to those PRC laws,rules,regulations,statutes,notices,circulars and
121、 judicialinterpretations or the like currently in force,published for comments(if specifically stated)or being promulgated but have not comeinto effect(if specifically stated)and publicly available in mainland China as of the date of this prospectus;“Heketuoer BVI”are to Heketuoer Holding Co.,Limite
122、d,a BVI business company incorporated with limited liability under the lawsof the BVI on July 8,2021;“Hong Kong”are to the Hong Kong Special Administrative Region of the Peoples Republic of China;“HK Bestman”are to MED BESTMAN Holding Co.,Limited,a limited liability company incorporated in Hong Kong
123、 on July 16,2021;“HK$”and“Hong Kong dollars”are to the legal currency of Hong Kong;“mainland China”are to the Peoples Republic of China,geographically,for the purposes of this prospectus only,excluding Taiwan,the Hong Kong Special Administrative Region and the Macau Special Administrative Region;“Na
124、njing Yonglei”and“Yonglei”are to Nanjing Yonglei Medical Products Import and Export Trade Co.,Ltd.,a limited liabilitycompany incorporated in the PRC on September 29,2005;“the PRC operating entities”and“PRC operating entities”are to the VIE,Shenzhen Bestman,and its subsidiary,Nanjing Yonglei;“the VI
125、E”or“Shenzhen Bestman”are to Shenzhen Bestman Precision Instrument Co.,Ltd.,a limited liability company incorporatedin the PRC on August 3,2001;“RMB”and“Renminbi”are to the legal currency of China;“SCNPC”are to Standing Committee of the National Peoples Congress;“shares,”“Shares,”or“Ordinary Shares”
126、are to the ordinary shares of the Company,par value US$0.000002 per share;“SMEs”are to small and medium enterprises;“US$,”“$”and“U.S.dollars”are to the legal currency of the United States;“we,”“us,”“Company,”“our”or“MED EIBY Holding”are to MED EIBY Holding Co.,Limited,a Cayman Islands exemptedcompan
127、y incorporated in the Cayman Islands on June 25,2021 and its predecessor entity;and 1/“WFOE,”“our WFOE”are to Beijing Agamemnon Technology Service Co.,LTD,a limited liability company incorporated in thePRC on January 24,2022;and “Xuan Wu Holding”are to Xuan Wu Holding Co.,Limited,a BVI business comp
128、any incorporated with limited liability under thelaws of the BVI on March 29,2022.PROSPECTUS SUMMARY The following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed information and financialstatements appearing elsewhere in this prospectus.In addition t
129、o this summary,we urge you to read the entire prospectus carefully,especiallythe risks of investing in our Ordinary Shares discussed under“Risk Factors,”before deciding whether to buy our Ordinary Shares.Thisprospectus contains information from an industry report commissioned by us and prepared by F
130、rost&Sullivan(Beijing)Inc.,ShanghaiBranch Co.(Frost&Sullivan),an independent research firm,to provide information regarding our industry and market position in China.Unless otherwise indicated,all share amounts and per share amounts in this prospectus have been presented giving effect to a forwardsp
131、lit of our ordinary shares at a ratio of 500-for-1 share and additional share issuances to our existing shareholders approved by ourshareholders and board of directors on February 22,2023.Our Corporate Structure We are a holding company incorporated in the Cayman Islands and not a Chinese operating
132、company.As a holding company with nomaterial operations of our own,the majority of our operations are conducted through the PRC operating entities in mainland China pursuant tothe VIE Agreements.The VIE Agreements were entered into by and among our WFOE,the VIE,and the VIEs shareholders(together the
133、“VIE Shareholders,”and each a“VIE Shareholder”)and include the Powers of Attorney,Equity Pledge Agreement,Exclusive BusinessCooperation Agreement,Exclusive Option Agreement,and a Spousal Consent Letter.Due to PRC legal restrictions on foreign ownership incertain internet-related businesses we may ex
134、plore and operate in the future,we do not have any equity ownership of the VIE.We control andreceive the economic benefits of the VIEs business operations through the VIE Agreements,and we consolidate the VIE for accountingpurposes only because we met the conditions under U.S.GAAP to consolidate the
135、 VIE.Pursuant to the VIE Agreements,the VIE shall payservice fees in an amount equivalent to all of its net income to our WFOE,while WFOE has the power to direct the activities of the VIE thatcan significantly impact the VIEs economic performance,has the obligation to absorb the expected losses of t
136、he legal entity,and has the rightto receive substantially all of the economic benefits of the VIE.Such contractual arrangements are designed so that the operations of the VIEare solely for the benefit of WFOE and,ultimately,the Company.As such,under U.S.GAAP,the Company is deemed to have a controlli
137、ngfinancial interest in,and be the primary beneficiary of,the VIE for accounting purposes and must consolidate the VIE.However,the VIEAgreements have not been tested in a court of law and may not be effective in providing control over the VIE.We are,therefore,subject torisks due to the uncertainty o
138、f the interpretation and application of the laws and regulations of the PRC regarding the VIE and the VIEstructure.For a description of the VIE Agreements,see“Corporate History and Structure Our VIE Agreements.”See also“Risk Factors Risks Related to Our Corporate Structure.”Our Ordinary Shares in th
139、is offering are shares of our offshore holding company in the Cayman Islands instead of shares of the operatingentities.The VIE structure provides contractual exposure to foreign investment in China-based companies where Chinese law prohibits directforeign investment in the operating companies.As a
140、result,you may never directly hold equity interests in the operating entities.2/The following diagram illustrates our corporate structure,including our significant subsidiary,the VIE and its subsidiary,as of the date ofthis prospectus and upon the completion of this offering based on proposed number
141、 of 4,000,000 Ordinary Shares being offered,assuming noexercise of the over-allotment option.For more detail on our corporate history,please refer to“Corporate History and Structure.”As more stringent criteria have been imposed by the SEC and the PCAOB recently,our securities may be prohibited from
142、trading if ourauditor cannot be fully inspected.On December 16,2021,the PCAOB issued its determination that the PCAOB is unable to inspect orinvestigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong,because of positionstaken by PRC authorities i
143、n those jurisdictions,and the PCAOB included in the report of its determination a list of the accounting firms thatare headquartered in mainland China or Hong Kong.This list does not include our auditor,Marcum Asia CPAs LLP.While our auditor isbased in the U.S.and is registered with PCAOB and subjec
144、t to PCAOB inspection,in the event it is later determined that the PCAOB is unableto inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction,then such lack ofinspection could cause our securities to be delisted from the stock exchange.On Au
145、gust 26,2022,CSRC,the MOF,and the PCAOB signed aProtocol,governing inspections and investigations of audit firms based in mainland China and Hong Kong.The Protocol remains unpublishedand is subject to further explanation and implementation.Pursuant to the fact sheet with respect to the Protocol disc
146、losed by the SEC,thePCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transferinformation to the SEC.On December 15,2022,the PCAOB Board determined that the PCAOB was able to secure complete access to inspectand inve
147、stigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previousdeterminations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate the PCAOBs access in the future,thePCAOB Board will consider the need to iss
148、ue a new determination.On December 29,2022,President Biden signed into law the AcceleratingHolding Foreign Companies Accountable Act as a part of the Consolidated Appropriations Act,amending the HFCAA and requiring the SECto prohibit an issuers securities from trading on any U.S.stock exchange if it
149、s auditor is not subject to PCAOB inspections for twoconsecutive years instead of three consecutive years.The PCAOB continues to demand complete access in mainland China and Hong Kongmoving forward and is making plans to resume regular inspections in early 2023 and beyond,as well as to continue purs
150、uing ongoinginvestigations and initiating new investigations,as needed.The PCAOB has also indicated that it will act immediately to consider the need toissue new determinations with the HFCAA,if necessary.See“Risk Factors Risks Related to This Offering and the Ordinary Shares Recent joint statement
151、by the SEC and the PCAOB,rule changes by Nasdaq,and the HFCAA all call for additional and more stringent criteria/to be applied to emerging market companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are notinspected by the PCAOB.These developments could a
152、dd uncertainties to our continued listing or future offerings of our securities in the U.S.”Risks associated with our corporate structure and VIE contractual arrangements Because we do not directly hold equity interests in the VIE and its subsidiary,we are subject to risks and uncertainties of thein
153、terpretations and applications of PRC laws and regulations,including but not limited to,regulatory review of overseas listing of PRCcompanies through special purpose vehicles,and the validity and enforcement of our VIE Agreements.We are also subject to the risks anduncertainties about any future act
154、ions of the PRC government in this regard that could disallow the VIE structure,which would likely result ina material change in our operations,and the value of our Ordinary Shares may depreciate significantly or become worthless.The VIEAgreements have not been tested in a court of law in China as o
155、f the date of this prospectus.3/We are the primary beneficiary of Shenzhen Bestman and its subsidiary,Nanjing Yonglei,for accounting purposes,and,therefore,we areable to consolidate the financial results of Shenzhen Bestman and Nanjing Yonglei in our consolidated financial statements in accordance w
156、ithU.S.GAAP.The contractual arrangements may not be as effective as direct ownership in providing operational control.For instance,the VIEand the VIE Shareholders could breach their contractual arrangements with us by,among other things,failing to conduct its operations in anacceptable manner or tak
157、ing other actions that are detrimental to our interests.The VIE Shareholders may not act in the best interests of ourCompany or may not perform their obligations under these contracts.Such risks exist throughout the period in which we intend to operatecertain portions of our business through the con
158、tractual arrangements with the VIE.In the event that the VIE or the VIE Shareholders fail toperform their respective obligations under the contractual arrangements,we may have to incur substantial costs and expend additionalresources to enforce such arrangements.In addition,even if legal actions are
159、 taken to enforce such arrangements,there is uncertainty as towhether the courts of the PRC would recognize or enforce judgments of U.S.courts against us or such persons predicated upon the civilliability provisions of the securities laws of the United States or any state.See“Risk FactorsRisks Relat
160、ed to Our Corporate StructureWerely on contractual arrangements with the VIE and the VIE Shareholders for a large portion of our business operations.These arrangementsmay not be as effective as direct ownership in providing operational control.Any failure by the VIE or the VIE Shareholders to perfor
161、m theirobligations under such contractual arrangements would have a material and adverse effect on our business.”Our business is subject to various government regulations and regulatory interference in China.As of the date of this prospectus,except asdisclosed in this prospectus and except for those
162、 that would not be reasonably expected to have a material adverse effect on our businessoperation,the PRC operating entities have obtained all material permissions and approvals required by Chinese authorities for our businessoperation under the current applicable laws in effect,including(i)business
163、 licenses;(ii)PRC medical device production and operationlicenses;(iii)Class I and II medical device qualifications,including record filings for Class I products and registration certificates for Class IIproducts;(iv)internet drug information service qualification licenses;(v)foreign trade business
164、operators registrations;(vi)medical deviceadvertisement approvals;and(vii)hygiene licenses for enterprises producing disinfection products and relevant record filings for suchproducts.As advised by our PRC counsel,other than those requisite for a domestic company in China to engage in the businesses
165、 similar to oursand those related to the Trial Measures,our Company,the VIE and its subsidiary are not required to obtain any permission from Chinesegovernmental authorities,including the CSRC,Cyberspace Administration of China or any other governmental authorities that is required toapprove our cur
166、rent business operations in China based on the laws and regulations currently in effect as of the date of this prospectus.However,if our Company,the VIE and its subsidiary do not receive or maintain the approvals,or we inadvertently conclude that suchapprovals are not required,or applicable laws,reg
167、ulations,or interpretations change such that our Company,the VIE and its subsidiary arerequired to obtain approvals in the future,we may be subject to investigations by competent governmental authorities,fines or penalties,ordered to suspend our relevant operations and rectify any non-compliance,pro
168、hibited from engaging in relevant business or conducting anyoffering,and these risks could result in a material adverse change in our operations,significantly limit or completely hinder our ability to offeror continue to offer securities to investors,or cause such securities to significantly decline
169、 in value or become worthless.We may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure tocomply.Furthermore,given recent statements by the Chinese government indicating an intent to exert more oversight and control overofferin
170、gs that are conducted overseas,we cannot assure you we may receive or maintain applicable permissions,approvals with respect to thefiling procedures for our operations and to offer the securities being registered to foreign investors.As of the date of this prospectus,ourCompany,the VIE and its subsi
171、diary have not been involved in any investigations on cybersecurity review initiated by any PRC regulatoryauthority,nor has any of them received any inquiry,notice or sanction in such respect,it is uncertain whether or when we might be required toobtain permission from any PRC governmental authority
172、 to list our shares overseas,and even if such permission is obtained,whether it will belater denied or rescinded,which could significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares toinvestors and could cause the value of our Ordinary Shares to signific
173、antly decline or be worthless.See“Risk Factors Risks Related to OurCorporate Structure The SCNPC or PRC regulatory authorities may in the future promulgate laws,regulations or implementing rules thatrequire us,our subsidiaries,the VIE or its subsidiary to obtain regulatory approval from Chinese auth
174、orities before or after listing in the U.S.”and“Risk Factors Risks Related to Our Corporate Structure If the PRC government determines that the contractual arrangementsconstituting part of the VIE structure do not comply with PRC regulations,or if these regulations change or are interpreted differen
175、tly in thefuture,we may be unable to assert our contractual rights over the assets of the VIE and its subsidiary,and our Ordinary Shares may decline invalue or become worthless.”On December 24,2021,the CSRC released the Draft Administrative Provisions and the Draft Filing Measures,both of which had
176、acomment period that expired on January 23,2022.The Draft Administrative Provisions and Draft Filing Measures regulate the administrativesystem,record-filing management,and other related rules in respect of the direct or indirect overseas issuance of listed and traded securities by“domestic enterpri
177、ses”.The Draft Administrative Provisions specify that the CSRC has regulatory authority over the“overseas securitiesoffering and listing by domestic enterprises”,and requires“domestic enterprises”to complete filing procedures with the CSRC if they wish tolist overseas.On February 17,2023,the CSRC re
178、leased the Trial Measures and five supporting guidelines,which will come into effect onMarch 31,2023.According to the Trial Measures,domestic companies that seek to offer or list securities overseas,both directly and indirectly,should fulfill the filing procedures and report relevant information to
179、the CSRC;any failure to comply with such filling procedures may resultin administrative penalties,such as order to rectify,warnings,and fines.On April 2,2022,the CSRC published the Draft Archives Rules,forpublic comments.In the overseas listing activities of domestic companies,domestic companies,as
180、well as securities companies and securitiesservice institutions providing relevant securities services thereof,should establish a sound system of confidentiality and archival work,shallnot disclose state secrets,or harm the state and public interests./4/As advised by our PRC counsel,as of the date o
181、f this prospectus and based on the laws and regulations currently in effect,we are notrequired to obtain any permission from any PRC governmental authorities to offer securities to foreign investors,however,we may be subjectto the Trial Measures for filing procedures with the CSRC,if we cannot obtai
182、n the approvals from SEC and Nasdaq for this offering and listingprior to March 31,2023,the effective date of the Trial Measures,or if we fail to complete this offering within six-month transition period afterthe effective date of the Trial Measures.We have been closely monitoring regulatory develop
183、ments in China regarding any necessaryapprovals from the CSRC or other PRC governmental authorities required for overseas listings,including this offering.As of the date of thisprospectus,we have not received any inquiry,notice,warning,sanctions or regulatory objection to this offering from the CSRC
184、 or other PRCgovernmental authorities.However,there remains significant uncertainty as to the enactment,interpretation and implementation of regulatoryrequirements related to overseas securities offerings and other capital markets activities,including but not limited to the Trial Measures.Although w
185、e endeavor to comply with all the applicable laws and regulations,if the PRC operating entities(i)do not receive or maintainapplicable permissions or approvals for our operation and to offer the securities being registered to foreign investors,or(ii)inadvertentlyconclude that such permissions or app
186、rovals are not required,or applicable laws,regulations,or interpretations change and the PRC operatingentities are required to obtain permissions or approvals in the future,the PRC operating entities business operation may be materially affectedandor we may lose our consolidated VIE,which conducts t
187、he PRC operating entities manufacturing operations,holds significant assets andaccounts for significant revenues,and have to modify such structure to comply with regulatory requirements.There can be no assurance thatwe or the PRC operating entities can achieve this without material disruption to the
188、 PRC operating entities business.Therefore,it maysignificantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of suchsecurities to significantly decline or be worthless.See“Risk Factors Risks Related to Our Corporate Structure T
189、he SCNPC or PRCregulatory authorities may in the future promulgate laws,regulations or implementing rules that require us,our subsidiaries,the VIE or itssubsidiary to obtain regulatory approval from Chinese authorities before or after listing in the U.S.,”“Risk Factors Risks Related to OurCorporate
190、Structure The Opinions recently issued by the General Office of the Central Committee of the Communist Party of China and theGeneral Office of the State Council and the New Overseas Listing Rules promulgated by the CSRC may subject us to additional compliancerequirements in the future.”and“Risk Fact
191、ors Risks Related to Our Corporate Structure If the PRC government determines that thecontractual arrangements constituting part of the VIE structure do not comply with PRC regulations,or if these regulations change or areinterpreted differently in the future,we may be unable to assert our contractu
192、al rights over the assets of the VIE and its subsidiary,and ourOrdinary Shares may decline in value or become worthless.”As the Trial Measures were newly published,and the Draft Archives Rules are in the process of being formulated,it remains unclear onhow they will be interpreted,amended and implem
193、ented by CSRC and relevant PRC governmental authorities.Thus,substantial uncertaintiesexist with respect to their interpretation and implementation regarding such laws and regulations.Furthermore,if we are required to completethe filing procedures with the CSRC in connection with this offering,we ca
194、nnot assure you that we will be able to complete such filingprocedures in a timely manner,or at all,in the future.Any failure by us to comply with such filing procedures could impact our operationsmaterially and adversely,and significantly limit or completely hinder our ability to offer or continue
195、to offer securities to investors and causethe value of our securities to significantly decline or be worthless.As of the date of this prospectus,our Company,the VIE and its subsidiary have not received any inquiry,notice,warning or sanctionsregarding our planned overseas listing from the CSRC or any
196、 other PRC governmental authorities.However,it is still uncertain how thepotential impact such modified or new laws and regulations will have on the daily operations of the PRC operating entities,the ability toaccept foreign investments and list on a U.S.exchange.Our Mission Our mission is to become
197、 a world-leading medical device manufacturer and provide high-quality medical devices to protect human health.Overview The PRC operating entities are a provider and manufacturer of Class I and II medical devices.Specifically,Nanjing Yonglei exportsClass I and II medical devices and Shenzhen Bestman
198、manufactures Class I and II medical devices.Shenzhen Bestman has Class I and II medical devices qualifications,including record filings for Class I products,registration certificatesfor Class II products,and medical device production and operation licenses in mainland China.Class I,II,and III medica
199、l devices are defined by the National Medical Products Administration of China according to their risk levelsunder the Regulations on the Supervision and Administration of Medical Devices(2021 Revision),Article 6 of which sets out as follows:“Medical Devices of Class I”means the medical devices with
200、 low risks,whose safety and effectiveness can be ensured throughroutine administration.“Medical Devices of Class II”means the medical devices with moderate risks,which shall be strictly controlled and administered toensure their safety and effectiveness.5/“Medical Devices of Class III”means the medi
201、cal devices with relatively high risks,which shall be strictly controlled andadministered through special measures to ensure their safety and effectiveness.The National Medical Products Administration of the State Council,or the NMPA,is responsible for developing the classification rulesfor medical
202、devices and maintaining catalogues of classified devices.Based on information on the production,distribution and use of medicaldevices,the NMPA analyzes and evaluates the risk levels of medical devices and adjusts the classification rules and classification catalogues.The PRC operating entities have
203、 provided hospitals,pharmacies,medical equipment companies,and individual customers for over 20years with more than 567,000 Class I and Class II medical device products for domestic and international sales.Shenzhen Bestman mainly manufactures and sells Class I and II medical devices under its own br
204、ands.Specifically,Shenzhen Bestmanmainly focuses on the manufacturing,sales and distributions of its own-produced medical devices,such as fetal dopplers,fetal/maternalmonitors,ultrasonic vascular doppler detectors,vine finders,and feeding pumps,etc.Nanjing Yonglei mainly sells Class I and II medical
205、 devices manufactured by Shenzhen Bestman and other medical devices sourced fromother Chinese manufacturers to its overseas customers.Specifically,Nanjing Yonglei focuses on exporting medical devices.The PRC operating entities sell their products both domestically and internationally.Besides signifi
206、cant domestic sales in China,the PRCoperating entities export sales have expanded to more than 100 countries across the world.In 2003,Shenzhen Bestman obtained an ISO-9001certificate and,in 2005,it received an ISO-13485 certificate.As of the date of this prospectus,both the ISO-9001 and ISO-13484 ce
207、rtificatesare effective.The current effective ISO-13485 certificate will expire on September 27,2024,and the current effective ISO-9001 certificate willexpire on September 14,2024.In addition,Shenzhen Bestmans product,fetal doppler(models:BF-500B,BF-500+,and BF500+),received United States Food andDr
208、ug Administrations,or the FDAs,approvals in 2010.The most recent registration renewal was in October 2022 and will be valid throughDecember 31,2023.Our Sales Ecosystem The PRC operating entities distribution network covers major global markets.Internationally,the PRC operating entities mainly export
209、medical devices through exporting distributors.Currently,the PRC operating entities cooperate with approximately 1,646 exportingdistributors,who are responsible for distributing their products to end users across the world.Our Revenue Model The PRC operating entities generate revenues through:1)manu
210、facturing and sales of Class I and II medical devices under their ownbrands,i.e.the brands owned by Shenzhen Bestman;and 2)resales of Class I,II and III medical devices sourced from other manufacturers.For the fiscal year ended June 30,2021,the PRC operating entities recognized approximately$2,775,6
211、32 in revenues,of which ShenzhenBestmans own brand sales accounted for 32%,and the resales of sourced medical devices from other manufactures accounted for 68%.Forthe fiscal year ended June 30,2022,the PRC operating entities recognized approximately$3,386,258,in revenues,of which ShenzhenBestmans ow
212、n brand sales accounted for 31%,and the resales of sourced medical devices from other manufactures accounted for 69%.The PRC operating entities medical devices reach end users both domestically and internationally.For the fiscal year ended June 30,2021,our total sales to domestic direct end users an
213、d domestic distributor customers accounted for 19%of our revenues.For the fiscal yearended June 30,2021,our sales to overseas distributing customers accounted for 81%of our revenues.For fiscal years ended June 30,2022,our total sales to domestic direct end users and domestic distributor customers ac
214、counted for 23%of our revenues.For the fiscal year endedJune 30,2022,our sales to overseas distributing customers accounted for 77%,of our revenues.The PRC operating entities overseas distributors are mainly from Nigeria and Cameroon.For the fiscal year ended June 30,2021 revenuecontributed by distr
215、ibutors from Nigeria accounted for 28%,and revenue contributed by distributors from Cameroon accounted for 28%.Forthe fiscal year ended June 30,2022,revenue contributed by distributors from Nigeria accounted for 30%,and revenue contributed bydistributors from Cameroon accounted for 23%.The PRC opera
216、ting entities sell medical devices through their direct sales force,including ecommerce platforms,and distributors.For thefiscal year ended June 30,2021,the PRC operating entities sales through direct sale channels accounted for 2%of our revenues,and the PRCoperating entities sales through distribut
217、ors accounted for 98%of our revenues,of which domestic distributors accounted for 16%,andexporting distributors accounted for 82%of our revenues.For the fiscal year ended June 30,2022,the PRC operating entities sales throughdirect sale channels accounted for 3%,of our revenues,and the sales through
218、distributors accounted for 97%,of our revenue,of whichdomestic distributors accounted for 20%,and exporting distributors accounted for 77%,of our revenues.6/Competitive Strengths We believe that the following strengths contribute to our success and are the differentiating factors that set us apart f
219、rom our peers:Strong brand and experienced management team.Large distribution,sales,and service network for medical devices.Competitive position maintained by high quality standard systems.Close cooperation between departments.Market-driven research and development allow for continual improvement an
220、d long-term client loyalty.7/Our Growth Strategies We will continue to adhere to our business principle of providing high-quality and safe products to our consumers.We believe that ourpursuit of this goal will lead to sustainable growth driven by our capacity expansion based on market demand,enablin
221、g us to solidify ourposition in the industry,and create long-term value for shareholders and employees.We intend to pursue the following strategies:Strengthen our market position by gaining additional market share.Continue to invest in our research and development department.Strengthen our quality c
222、ontrol system and uphold our commitment to product quality.Expand our sales and distribution network.Enhance our ability to attract,incentivize and retain talented professionals.Our Securities On February 22,2023,our shareholders and board of directors approved a forward split of our outstanding ord
223、inary shares at a ratio of500-for-1 share.Unless otherwise indicated,all references to ordinary shares,options to purchase ordinary shares,share data,per share data,and related information have been retroactively adjusted,where applicable,in this prospectus to reflect the forward split of our ordina
224、ry sharesand the additional share issuances to our existing shareholders as if they had occurred at the beginning of the earlier period presented.Summary of Significant Risk Factors An investment in our Ordinary Shares is subject to a number of risks,including risks relating to the business and indu
225、stry of the PRCoperating entities,risks related to our corporate structure,risks related to doing business in China,and risks related to our Ordinary Shares andthis offering.You should carefully consider all of the information in this prospectus before making an investment in the Ordinary Shares.The
226、following list summarizes some,but not all,of these risks.Please read the information in the section titled“Risk Factors”for a more thoroughdescription of these and other risks.8/Risks Related to the Business and Industry of the PRC Operating Entities The PRC operating entities pay close attention t
227、o quality control,monitoring each step in the process from procurement to productionand from warehouse to delivery.Yet,maintaining consistent product quality depends significantly on the effectiveness of the PRCoperating entities quality control system,which in turn depends on a number of factors,in
228、cluding,but not limited to,the design ofthe PRC operating entities quality control system,employee training to ensure that the PRC operating entities employees adhere toand implement such quality control policies and procedures,and the effectiveness of monitoring any potential violation of suchquali
229、ty control policies and procedures.There can be no assurance that the PRC operating entities quality control system will alwaysprove to be effective.See“Failure to maintain the quality and safety of the PRC operating entities products could have a materialand adverse effect on our financial conditio
230、n and results of operations”of this prospectus;The quality of the PRC operating entities products is critical to the success of the PRC operating entities business,and such quality,to a large extent,depends on the effectiveness of the PRC operating entities quality control system.The PRC operating e
231、ntities havedeveloped a rigorous quality control system that enables them to monitor each stage of the production process.However,the PRCoperating entities still cannot eliminate all risks of errors,defects or failures.Failure to detect quality defects in the PRC operatingentities products could res
232、ult in patient injury,customer dissatisfaction,or other problems that could seriously harm the PRCoperating entities reputation and business,expose the PRC operating entities to liability,and adversely affect our revenues andprofitability.See“Any failure to maintain effective quality control over th
233、e PRC operating entities products and services couldmaterially adversely affect the PRC operating entities business”of this prospectus;The PRC operating entities face an inherent risk of liability claims or complaints from their customers.Although,the PRC operatingentities take those complaints and
234、claims seriously and endeavor to reduce such complaints by implementing various remedialmeasures,the PRC operating entities cannot assure you that they can successfully prevent or address all complaints as and when theyoccur.Any complaints or claims against the PRC operating entities,even if meritle
235、ss and unsuccessful,may divert managementsattention and other resources from the PRC operating entities business and adversely affect the PRC operating entities business andoperations.Customers may lose confidence in the PRC operating entities and their brand,which may adversely affect the PRCoperat
236、ing entities business and results of operations.See“We may experience significant liability claims or complaints fromcustomers,litigation,and regulatory investigations and proceedings relating to medical device safety,or adverse publicity involvingthe PRC operating entities products,which could adve
237、rsely affect our financial condition and results of operations”of thisprospectus;The PRC operating entities do not have long term contracts with their suppliers.Their suppliers can reduce the quantities of productsthey sell to the PRC operating entities,or cease selling products to the PRC operating
238、 entities.Such reductions or terminations couldhave a material adverse impact on the PRC operating entities revenues,profits and financial condition,even if the PRC operatingentities maintain an alternative suppliers list.See“The PRC operating entities do not have long term contracts with their supp
239、liersand the suppliers can reduce order quantities or terminate their sales to the PRC operating entities”of this prospectus;Currently,the PRC operating entities products are primarily produced at their factory located in Shenzhen,China.The products alsorely on the PRC operating entities suppliers t
240、o provide raw materials and components.Nevertheless,natural disasters or otherunanticipated catastrophic events,including storms,fires,explosions,earthquakes,terrorist attacks and wars,as well as changes ingovernmental planning for the land where the PRC operating entities factory or their suppliers
241、 factories are located couldsignificantly impair the PRC operating entities ability to manufacture products and operate their business.Catastrophic events couldalso destroy the inventories stored in and those suppliers factories.The occurrence of any catastrophic event could result in thetemporary o
242、r long-term closure of manufacturing facilities,and may severely disrupt the PRC operating entities business operations.See“Any disruption of the operation of the PRC operating entities or the operation of the PRC operating entities suppliers couldmaterially and adversely affect the PRC operating en
243、tities business and results of operations”of this prospectus;The PRC operating entities rely on a combination of trademark,fair trade practice,patent,copyright and trade secret protection lawsin China,as well as confidentiality procedures and contractual provisions,to protect their intellectual prop
244、erty rights.In the event thatthe PRC operating entities resort to litigation to enforce their intellectual property rights,such litigation could result in substantialcosts and a diversion of their managerial and financial resources.We can provide no assurance that the PRC operating entities willprev
245、ail in such litigation.In addition,the PRC operating entities trade secrets may be leaked or otherwise become available to,or beindependently discovered by,their competitors.Any failure in protecting or enforcing the PRC operating entities intellectualproperty rights could have a material adverse ef
246、fect on our business,financial condition and results of operations.See“The PRCoperating entities may not be able to prevent others from unauthorized use of their intellectual property,which could harm theirbusiness and competitive position”of this prospectus);Global pandemics,epidemics in China or e
247、lsewhere in the world,or fear of the spread of contagious diseases,such as Ebola virusdisease(EVD),coronavirus disease 2019(COVID-19),Middle East respiratory syndrome(MERS),severe acute respiratorysyndrome(SARS),H1N1 flu,H7N9 flu,and avian flu,as well as hurricanes,earthquakes,tsunamis,or other natu
248、ral disasters coulddisrupt the PRC operating entities business operations,reduce or restrict the PRC operating entities supply of products,incursignificant costs to protect their employees and facilities,or result in regional or global economic distress,which may materially andadversely affect the P
249、RC operating entities business,financial condition,and results of operations.Actual or threatened war,terroristactivities,political unrest,civil strife,and other geopolitical uncertainty could have a similar adverse effect on the PRC operatingentities business,financial condition,and results of oper
250、ations.See“Pandemics and epidemics,natural disasters,terrorist activities,political unrest,and other outbreaks could disrupt the PRC operating entities delivery and operations,which could materially andadversely affect their business,financial condition,and results of operations”of this prospectus;T
251、he PRC operating entities sell medical devices internationally.Although the PRC operating entities take measures to minimize risksinherent to their international sales,certain risks may have a negative effect on their profitability and operating results,impair theperformance of the PRC operating ent
252、ities foreign sales or otherwise disrupt their business.See“The PRC operating entities/international sales are subject to a variety of risks that could adversely affect their profitability and operating results”of thisprospectus;9/The medical devices the PRC operating entities manufacture and sell a
253、re closely related to human health,which is subject to strictsupervision by relevant PRC authorities.The related national government authorities have issued a series of regulatory guidelines andindustry policies to ensure the healthy development of the industry.In recent years,as China further deepe
254、ns the reform of its medicaland health system,relevant government departments have successively implemented a series of regulations and policies regardingindustry standards,bidding,price formation mechanisms,circulation systems and other related fields,which have brought wide andprofound impact on t
255、he livelihood and development of pharmaceutical companies.See“Failure to keep up with the changes indomestic industry policies or standards could have a material and adverse effect on the PRC operating entities reputation,financialcondition,and results of operations”of this prospectus);and The PRC o
256、perating entities have established and improved their internal control system against unfair business practices,to prevent,minimize andor eliminate employees and customers improper behaviors in the medical device sales transactions,includingunauthorized rebates.There can be no assurance that the PRC
257、 operating entities existing internal control system will be adequate toprevent,minimize and/or eliminate such improper transactions,that the PRC operating entities will be able to effectively implementtheir internal control polices,or that they will be able to perfect their internal control system
258、to eliminate such improper transactions.See“If the PRC operating entities employees or customers are involved in improper medical device sales transactions,it couldadversely affect the PRC operating entities reputation,financial conditions and results of operations”of this prospectus.Risks Related t
259、o Our Corporate Structure We are a Cayman Islands exempted company and our mainland China subsidiary,namely our WFOE,is a foreign-invested enterprise.We have relied,and expect to continue relying,on contractual arrangements with the VIE and the VIE Shareholders to operate ourbusiness in China.We con
260、duct our operations in the PRC mainly through the VIE and its subsidiary pursuant to the VIE Agreement.The VIE Agreements are designed so that the operations of the VIE are solely for the benefit of WFOE and ultimately,the Company.As such,under U.S.GAAP,the Company is deemed to have a controlling fi
261、nancial interest in,and be the primary beneficiary of,theVIE for accounting purposes only and must consolidate the VIE because we met the conditions under U.S.GAAP to consolidate theVIE.The VIE Agreements may not be as effective as direct ownership in providing operational control.For example,the VI
262、E and the VIEShareholders could breach their contractual arrangements with us by,among other things,failing to conduct its operations in anacceptable manner or taking other actions that are detrimental to our interests.See“We rely on contractual arrangements with the VIEand the VIE Shareholders for
263、a large portion of our business operations.These arrangements may not be as effective as directownership in providing operational control.Any failure by the VIE or the VIE Shareholders to perform their obligations under suchcontractual arrangements would have a material and adverse effect on our bus
264、iness”of this prospectus;It is uncertain whether any new PRC laws or regulations relating to VIE structures will be adopted or,if adopted,what they wouldprovide.If our corporate structure and contractual arrangements are deemed by the relevant regulators that have competent authority,to be illegal,e
265、ither in whole or in part,we may lose the consolidated VIE,which conducts our manufacturing operations,holdssignificant assets and accounts for significant revenues,and have to modify such structure to comply with regulatory requirements.However,there can be no assurance that we can achieve this wit
266、hout material disruption to our business.Furthermore,new PRC laws,rules and regulations may be introduced to impose additional requirements that may be applicable to our corporate structure andcontractual arrangements.See“If the PRC government determines that the contractual arrangements constitutin
267、g part of the VIEstructure do not comply with PRC regulations,or if these regulations change or are interpreted differently in the future,we may beunable to assert our contractual rights over the assets of the VIE and its subsidiary,and our Ordinary Shares may decline in value orbecome worthless”of
268、this prospectus;Under the applicable PRC laws and regulations,arrangements and transactions among related parties may be subject to audit orchallenge by the PRC tax authorities within ten years after the taxable year when the transactions are conducted.We could facematerial and adverse tax consequen
269、ces if the PRC tax authorities determine that the VIE contractual arrangements were not enteredinto on an arms-length basis in such a way as to result in an impermissible reduction in taxes under applicable PRC laws,rules andregulations,and adjust the income of the VIE in the form of a transfer pric
270、ing adjustment.See“Contractual arrangements in relationto the VIE may be subject to scrutiny by the PRC tax authorities and they may determine that we or the VIE owe additional taxes,which could negatively affect our financial condition and the value of your investment”of this prospectus;We are a Ca
271、yman Islands exempted company and the majority of our assets are located in mainland China.All of our currentoperations are conducted in the PRC.In addition,the majority of our officers and directors are nationals and residents of mainlandChina or Hong Kong(including Yong Bai,Huaye Bai,Yufang Li,Wei
272、 Fang,Yee Man Yung,and Yu Guo)and a majority of them arecurrently located in mainland China or Hong Kong(including Yong Bai,Huaye Bai,Yufang Li,Wei Fang,Leo Chong Yeung,YeeMan Yung,and Yu Guo;Lei Lei is currently living in Canada).The majority of the assets of these persons are located in mainlandCh
273、ina.As a result,it may be difficult or impossible for you to bring an action against us or against these individuals in the UnitedStates in the event that you believe that your rights have been infringed under the U.S.federal securities laws or otherwise.See“Certain judgments obtained against us by
274、our shareholders may not be enforceable”of this prospectus;and The Trial Measures and the Draft Archives Rules,if enacted,may subject us to additional compliance requirements in the future,andwe cannot assure you that we will be able to get the clearance of filing procedures under the Trial Measures
275、 on a timely basis,or atall.Any failure by us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability tooffer or continue to offer our Ordinary Shares,cause significant disruption to our business operations,and severely damage ourreputation,which wou
276、ld materially and adversely affect our financial condition and results of operations and cause our OrdinaryShares to significantly decline in value or become worthless.See“The Opinions recently issued by the General Office of the CentralCommittee of the Communist Party of China and the General Offic
277、e of the State Council and the New Overseas Listing Rulespromulgated by the CSRC may subject us to additional compliance requirements in the future”of this prospectus./10/Risks Related to Doing Business in China All of our operations are conducted through the PRC operating entities located in China.
278、Accordingly,our business,financialcondition,results of operations and prospects may be influenced to a significant degree by political,economic,social conditions andgovernment policies in China generally.In addition,the PRC government continues to play a significant role in regulating industrydevelo
279、pment by imposing industrial policies.Furthermore,our Company,the VIE and its subsidiary,and our investors may faceuncertainty about future actions by the government of China that could significantly affect the VIE and its subsidiarys financialperformance and operations,including the enforceability
280、of the contractual arrangements that constitute the VIE Agreements.Wecannot assure you that the PRC government will not initiate possible governmental actions or scrutiny to us,which could substantiallyaffect our operation and the value of our Ordinary Shares may depreciate quickly.See“Changes in Ch
281、inas economic,political orsocial conditions,as well as possible interventions and influences of any government policies and actions,could have a materialadverse effect on our business and operations and the value of our Ordinary Shares”of this prospectus;Substantially all of the PRC operating entiti
282、es operations are conducted in the PRC,and are governed by PRC laws,rules andregulations.The PRC legal system is a civil law system based on written statutes.Unlike the common law system,prior courtdecisions may be cited for reference but have limited precedential value.The PRC government authoritie
283、s may strengthen oversightand control over offerings that are conducted overseas and/or foreign investment in China-based issuers like us.Such actions taken bythe PRC government authorities may intervene or influence the PRC operating entities operations at any time,which are beyond ourcontrol.There
284、fore,any such action may adversely affect our or the PRC operating entities operations and could completely limit orhinder our ability to offer or continue to offer securities to you and cause the value of such securities to significantly decline or beworthless.See“There are uncertainties regarding
285、the interpretation and enforcement of PRC laws,rules and regulations.TheChinese government may choose to exert more oversight and control over offerings that are conducted overseas and/or foreigninvestment in China based issuers,such action may significantly limit or completely hinder our ability to
286、 offer or continue to offerOrdinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless”of this prospectus);As of the date of this prospectus,we and the PRC operating entities are currently not explicitly required under applicable laws andregulatio
287、ns in effect to obtain approval from Chinese authorities to list on U.S exchanges.However,if our holding company or any ofthe PRC operating entities were required to obtain approval in the future and were denied permission from Chinese authorities to liston U.S.exchanges,we will not be able to conti
288、nue listing on U.S.exchange or continue to offer securities to investors,which eventswould materially affect the interest of the investors and cause the value of our securities to significantly decline or become worthless.Furthermore,it is uncertain when and whether the PRC operating entities will b
289、e required to obtain permission from the PRCgovernment to list on U.S.exchanges in the future,and even when such permission is obtained,whether it will be denied orrescinded.Although as of the date of this prospectus,the PRC operating entities are currently not explicitly required,under applicablela
290、ws and regulations currently in effect,to obtain permission from any of the PRC federal or local government authorities and havenot received any denial to list on the U.S.exchange,the PRC operating entities operations could be adversely affected,directly orindirectly,by existing or future laws and r
291、egulations relating to their business or industry.See“The PRC government exertssubstantial influence over the manner in which the PRC operating entities conduct their business activities.The PRC governmentmay also intervene or influence the PRC operating entities operations and this offering at any
292、time,which could result in a materialchange in the PRC operating entities operations and our Ordinary Shares could decline in value or become worthless”of thisprospectus;On March 15,2019,the PRC National Peoples Congress approved the PRC Foreign Investment Law,which came into effect onJanuary 1,2020
293、 and replaced the trio of existing laws regulating foreign investment in China,namely,the Sino-foreign Equity JointVenture Enterprise Law,the Sino-foreign Cooperative Joint Venture Enterprise Law,and the Wholly Foreign-invested EnterpriseLaw,together with their implementation rules and ancillary reg
294、ulations.On December 26,2019,the PRC State Council approved theImplementation Rules of Foreign Investment Law,which came into effect on January 1,2020.The PRC Foreign Investment Law andits Implementation Rules embody an expected PRC regulatory trend to rationalize its foreign investment regulatory r
295、egime in linewith prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign anddomestic investments.However,since the PRC Foreign Investment Law is relatively new,substantial uncertainties exist with respectto its interpretation and impl
296、ementation and future actions with respect to such laws and regulations promulgated thereunder couldsignificantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of suchsecurities to significantly decline or be worthless.See“Substantia
297、l uncertainties exist with respect to the interpretation andimplementation of newly enacted PRC Foreign Investment Law and its Implementation Rules and how they may impact the viabilityof our current corporate structure,corporate governance,and operations”of this prospectus;We are a Cayman Islands h
298、olding company and we may rely on dividends and other distributions on equity from our WFOE for ourcash requirements,including the funds necessary to pay dividends and other cash distributions to our shareholders and for services ofany debt we may incur.Our WFOEs ability to distribute dividends in t
299、urn depends on the payment it receives from the VIE asservice fees pursuant to certain contractual arrangements among our WFOE,the VIE and the VIE Shareholders entered into tocomply with certain restrictions under PRC law on foreign investment.Any limitation on the ability of our WFOE to pay dividen
300、ds ormake other distributions to us could materially and adversely limit our ability to grow,make investments or acquisitions that could bebeneficial to our business,pay dividends,or otherwise fund and conduct our business.See“We may rely on dividends and otherdistributions on equity paid by our WFO
301、E to fund any cash and financing requirements we may have,and any limitation on theability of our WFOE to make payments to us and any tax we are required to pay could have a material adverse effect on our ability toconduct our business”of this prospectus;The PRC government imposes controls on the co
302、nvertibility of the Renminbi into foreign currencies and,in certain cases,theremittance of currency out of China.We receive a significant portion of our revenues in Renminbi.Under our current corporatestructure,our Cayman Islands holding company may rely on dividend payments from our mainland China
303、subsidiary to fund any cashand financing requirements we may have.Under existing PRC foreign exchange regulations,payments of current account items,/including profit distributions,interest payments and trade and service-related foreign exchange transactions,can be made in foreigncurrencies without p
304、rior approval of State Administration of Foreign Exchange,or SAFE,by complying with certain proceduralrequirements.Specifically,under the existing exchange restrictions,without prior approval of SAFE,cash generated from theoperations of our mainland China subsidiary in China may be used to pay divid
305、ends to our Company.See“Governmental control ofcurrency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment”of thisprospectus;11/Any funds we transfer to our WFOE,either as a shareholder loan or as an increase in registered capital,are subject
306、 to approval by orregistration with relevant governmental authorities in China.According to the relevant PRC regulations on Foreign InvestmentEnterprises(“FIEs”)in China,capital contributions to our mainland China subsidiary are subject to the information report with theMOFCOM or their respective lo
307、cal branches and registration with a local bank authorized by the SAFE.In addition,any foreign loanprocured by our WFOE cannot exceed statutory limits and is required to be registered with SAFE or its respective local branches.Any medium or long-term loan to be provided by us to the VIE must be regi
308、stered with the National Development and ReformCommission,or NDRC,and the SAFE or its local branches.We may not be able to complete such registrations on a timely basis,with respect to future capital contributions or foreign loans by us to our WFOE.If we fail to complete such registrations,our abili
309、ty touse the proceeds of this offering,and to capitalize our PRC operations may be negatively affected,which could adversely affect ourliquidity and our ability to fund and expand our business.See“PRC regulation of loans to and direct investment in the PRC operatingentities by offshore holding compa
310、nies and governmental control of currency conversion may delay us from using the proceeds of thisoffering,to make loans or additional capital contributions to our WFOE,which could materially and adversely affect our liquidityand our ability to fund and expand our business”of this prospectus;Among ot
311、her things,the M&A Rules adopted by six PRC regulatory agencies in 2006 and amended in 2009,established additionalprocedures and requirements that could make merger and acquisition activities by foreign investors more time consuming andcomplex.Recently,the General Office of the Central Committee of
312、the Communist Party of China and the General Office of the StateCouncil jointly issued the Opinions on Severe and Lawful Crackdown on Illegal Securities Activities,which was available to thepublic on July 6,2021.These opinions emphasized the need to strengthen the administration over illegal securit
313、ies activities and thesupervision on overseas listings by China-based companies.These opinions proposed to take effective measures,such as promotingthe construction of relevant regulatory systems,to deal with the risks and incidents facing China-based overseas-listed companies andthe demand for cybe
314、rsecurity and data privacy protection.The aforementioned policies and any related implementation rules to beenacted may subject us to additional compliance requirement in the future.See“The M&A Rules and certain other PRC regulationsestablish complex procedures for some acquisitions of Chinese compa
315、nies by foreign investors,which could make it more difficult forus to pursue growth through acquisitions in China”of this prospectus;and We are an exempted company incorporated under the laws of the Cayman Islands,we conduct all of our operations in China and themajority of our assets are located in
316、 mainland China.In addition,the majority of our current officers and directors(including YongBai,Huaye Bai,Yufang Li,Wei Fang,Yee Man Yung,and Yu Guo)are nationals and residents of mainland China or Hong Kong anda majority of them(including Yong Bai,Huaye Bai,Yufang Li,Wei Fang,Leo Chong Yeung,Yee M
317、an Yung,and Yu Guo)arecurrently located in mainland China or Hong Kong.The majority of the assets of these people are located in mainland China or HongKong.As a result,it may be difficult for you to effect service of process upon us or those persons inside China.It may also bedifficult for you to en
318、force in U.S.courts judgments obtained in U.S.courts based on the civil liability provisions of the U.S.federalsecurities laws against us and our officers and directors,as none of them currently resides in the United States or has substantialassets located in the United States.In addition,there is u
319、ncertainty as to whether the courts of the PRC would recognize or enforcejudgments of U.S.courts against us or such persons predicated upon the civil liability provisions of the securities laws of the UnitedStates or any state.See“You may experience difficulties in effecting service of legal process
320、,enforcing foreign judgments or bringingactions in China against us or our management named in the prospectus based on foreign laws”of this prospectus.Risks Related to the Ordinary Shares and This Offering Prior to the completion of this offering,our Ordinary Shares were not traded on any market.Any
321、 active,liquid and orderly tradingmarket for our Ordinary Shares may not develop or be maintained after this offering.Active,liquid and orderly trading marketsusually result in less price volatility and more efficiency in carrying out investors purchase and sale orders.The market price of ourOrdinar
322、y Shares could vary significantly as a result of a number of factors,some of which are beyond our control.In the event of adrop in the market price of our Ordinary Shares,you could lose a substantial part or all of your investment in our Ordinary Shares.The initial public offering price will be dete
323、rmined by us,based on numerous factors and may not be indicative of the market price ofour Ordinary Shares after this offering.Consequently,you may not be able to sell our Ordinary Shares at a price equal to or greaterthan the price paid by you in this offering.See“The initial public offering price
324、of our Ordinary Shares may not be indicative of themarket price of our Ordinary Shares after this offering.In addition,an active,liquid and orderly trading market for our OrdinaryShares may not develop or be maintained,and our share price may be volatile”of this prospectus;As a foreign private issue
325、r,we are not required to comply with all of the periodic disclosure and current reporting requirements of theExchange Act and therefore there may be less publicly available information about us than if we were a U.S.domestic issuer.Therefore,our shareholders may not know on a timely basis when our o
326、fficers,directors and principal shareholders purchase or sellour Ordinary Shares.See“As a foreign private issuer,we are not subject to certain U.S.securities law disclosure requirements thatapply to a domestic U.S.issuer,which may limit the information publicly available to our shareholders”of this
327、prospectus;12/We are an exempted company incorporated under the laws of the Cayman Islands.As a result,it may be difficult for investors toeffect service of process within the United States upon our directors or officers,or enforce judgments obtained in the United Statescourts against our directors
328、or officers.See“You may face difficulties in protecting your interests,and your ability to protect yourrights through U.S.courts may be limited,because we are incorporated under Cayman Islands law”of this prospectus;and Our current management team lacks experience in managing a company publicly trad
329、ed in the U.S.,interacting with public companyinvestors and complying with the increasingly complex laws pertaining to U.S.-listed public companies.Prior to the completion ofthis offering,we mainly operate our businesses as a private company in the PRC.As a result of this offering,our Company willbe
330、come subject to significant regulatory oversight and reporting obligations under the U.S.federal securities laws and the scrutiny ofsecurities analysts and investors,and our management currently has no experience in complying with such laws,regulations andobligations.See“Our management team lacks ex
331、perience in managing a U.S.-listed company and complying with laws applicable tosuch company,the failure of which may adversely affect our business,financial conditions,and results of operations”of thisprospectus).In addition,we face risks and uncertainties related to our corporate structure,includi
332、ng risks associated with our contractual relationshipwith Shenzhen Bestman,the VIE,which is based on contractual arrangements rather than equity ownership.We also face other challenges,risks and uncertainties that may materially adversely affect our business,financial condition,results ofoperations
333、and prospects.You should consider the risks discussed in“Risk Factors”and elsewhere in this prospectus before investing in ourOrdinary Shares.Our VIE Agreements We are a holding company incorporated in the Cayman Islands and not a Chinese operating company.As a holding company with nomaterial operations of our own,the majority of our operations are conducted through the PRC operating entities in C