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1、F-1 1 formf-1.htm Filed with the U.S.Securities and Exchange Commission on March 13,2023.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LOBO EV TECHNOLOGIES LTD.(Exact name of registrant as spec
2、ified in its charter)British Virgin Islands 3751 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)Gemini Mansion B 901,i Park,No.18-17 Zhenze RdXinwu District,Wuxi,JiangsuPeoples Rep
3、ublic of China,214111+86 510 88584252(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Puglisi&Associates850 Library Avenue,Suite 204Newark,Delaware 19711+1 302-738-6680(Name,address,including zip code,and telephone number,including area
4、code,of agent for service)With a Copy to:Lawrence Venick,Esq.Loeb&Loeb LLP2206-19 Jardine House1 Connaught PlaceCentral,Hong Kong SAR852-3923-1111Richard I.Anslow,Esq.Lijia Sanchez,Esq.Ellenoff Grossman&Schole LLP1345 Avenue of the AmericasNew York,New York 10105Telephone:(212)370-1300 Approximate d
5、ate of commencement of proposed sale to the public:Promptly after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of1933 check the following box.I
6、f this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check the following box andlist the Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-
7、effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering If this Form is a post-effective amendment filed pursuant to Rule 462(d)und
8、er the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering Indicate by check mark whether the registrant is an emerging growth Company as defined in Rule 405 of the Securities Act of 193
9、3 Emerging growth Company If an emerging growth Company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has electednot to use the extended transition period for complying with any new or revised financial accounting standards provided pursu
10、ant to Section 7(a)(2)(B)ofthe Securities Act The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrantshall file a further amendment which specifically states that this registration statement shall thereafter
11、become effective in accordance withSection 8(a)of the Securities Act,or until the registration statement shall become effective on such date as the Securities and ExchangeCommission,acting pursuant to such Section 8(a),may determine.The information in this prospectus is not complete and may be chang
12、ed.We may not sell the securities until the registration statement filed with theSecurities and Exchange Commission is effective.This prospectus is not an offer to sell these securities and it is not soliciting any offer to buy thesesecurities in any jurisdiction where such offer or sale is not perm
13、itted.SUBJECT TO COMPLETIONPRELIMINARY PROSPECTUS DATED MARCH 13,2023 2,200,000 Ordinary SharesLOBO EV TECHNOLOGIES LTD.This is an initial public offering of our ordinary shares,par value$0.001(“Ordinary Shares”).We are offering on a firm commitment basis our OrdinaryShares.Prior to this offering,th
14、ere has been no public market for our Ordinary Shares.We expect the initial public offering price of our Ordinary Shares tobe$4.00 per share.We intend to apply to list our Ordinary Shares on the Nasdaq Capital Market under the symbol“LOBO.”It is a condition to the closingof this offering that our Or
15、dinary Shares qualify for listing on a national securities exchange.There is no assurance that such application will be approved,and if our application is not approved,this offering may not be completed.Investing in our Ordinary Shares involves a high degree of risk,including the risk of losing your
16、 entire investment.See“Risk Factors”beginningon page 14 to read about factors you should consider before buying our Ordinary Shares.Investors are cautioned that you are not buying shares of a China-based operating company but instead are buying shares of Lobo EVTechnologies Ltd.Lobo EV Technologies
17、Ltd.is not a PRC operating company but a British Virgin Islands holding company with operationsconducted by our subsidiaries in the PRC.This structure involves unique risks to investors.The risks could result in a material change in the value of the securities we are registering for sale or could si
18、gnificantly limit or completely hinder ourability to offer or continue to offer securities to investors.Our Ordinary Shares offered in this prospectus are shares of our British Virgin Islands holdingcompany,which has no material operations of its own and conducts substantially all of its operations
19、through the operating entities established in thePeoples Republic of China,or the PRC,primarily Jiangsu LOBO Electric Vehicle Co.Ltd.(“Jiangsu LOBO”or“Jiangsu WFOE”),our wholly-ownedsubsidiary and its subsidiaries.Because all of our operations are conducted in China through our wholly-owned subsidia
20、ries,the Chinese government mayexercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time,which couldresult in a material change in our operations and/or the value of our Ordinary Shares.In addition,as we conduct substa
21、ntially all of our operations in China,we are subject to legal and operational risks associated with having substantially allof our operations in China,including risks related to the legal,political and economic policies of the Chinese government,the relations between China andthe United States,or C
22、hinese or United States regulations,which risks could result in a material change in our operations and/or cause the value of ourOrdinary Shares to significantly decline or become worthless and affect our ability to offer or continue to offer securities to investors.Recently,the PRCgovernment initia
23、ted a series of regulatory actions and made a number of public statements on the regulation of business operations in China with littleadvance notice,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companies listed overseas,adopting new m
24、easures to extend the scope of cybersecurity reviews,and expanding efforts in anti-monopoly enforcement.As advised by our PRCcounsel,DeHeng Law Offices,as of the date of this prospectus,we are not directly subject to these regulatory actions or statements,as we have notimplemented any monopolistic b
25、ehavior and our business does not involve the collection of user data,implicate cybersecurity,or involve any other type ofrestricted industry.As further advised by our PRC counsel,as of the date of this prospectus,no effective laws or regulations in the PRC explicitly requireus to seek approval from
26、 the China Securities Regulatory Commission(the“CSRC”)or any other PRC governmental authorities for our overseas listingplan,nor has our company or any of our subsidiaries received any inquiry,notice,warning or sanctions regarding our planned overseas listing from theCSRC or any other PRC government
27、al authorities.However,since these statements and regulatory actions by the PRC government are newly publishedand official guidance and related implementation rules have not been issued,it is highly uncertain what the potential impact such modified or new lawsand regulations will have on our daily b
28、usiness operation,the ability to accept foreign investments and list on an U.S.exchange.The Standing Committeeof the National Peoples Congress(the“SCNPC”)or other PRC regulatory authorities may in the future promulgate laws,regulations or implementingrules that require our company,or any of our subs
29、idiaries to obtain regulatory approval from Chinese authorities before listing in the U.S.See“RiskFactors”beginning on page 14 for a discussion of these legal and operational risks and other information that should be considered before making adecision to purchase our Ordinary Shares.Furthermore,as
30、more stringent criteria have been imposed by the SEC and the Public Company Accounting Oversight Board(the“PCAOB”)recently,oursecurities may be prohibited from trading if our auditor cannot be fully inspected.On December 16,2021,the PCAOB issued its determination that thePCAOB is unable to inspect o
31、r investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong,because of positions taken by PRC authorities in those jurisdictions,and the PCAOB included in the report of its determination a list of the accountingfirms that are headquartered in th
32、e PRC or Hong Kong.This list does not include our auditor,TPS Thayer,LLC.On August 26,2022,the CSRC,theMinistry of Finance of the PRC,and the PCAOB signed a Statement of Protocol,or the Protocol,governing inspections and investigations of audit firmsbased in China and Hong Kong.Pursuant to the Proto
33、col,the PCAOB has independent discretion to select any issuer audits for inspection or investigationand has the unfettered ability to transfer information to the SEC.However,uncertainties still exist about whether this new framework will be fullycomplied with.While our auditor is based in the U.S.an
34、d is registered with PCAOB and subject to PCAOB inspection,in the event it is later determinedthat the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction,then suchlack of inspection could cause our securities to be d
35、elisted from the Nasdaq Capital Market.See“Risk Factors Risks Related to Doing Business inChina Our Ordinary Shares may be delisted under the Holding Foreign Companies Accountable Act(“HFCA Act”)if the PCAOB is unable to inspectour auditors.The delisting of our Ordinary Shares,or the threat of their
36、 being delisted,may materially and adversely affect the value of your investment.Furthermore,on June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act(“AHFCA Act”),which,if enacted,would amend the HFCA Act and require the SEC to prohibit an issuers securities f
37、rom trading on any U.S.stock exchanges if its auditor is not subject toPCAOB inspections for two consecutive years instead of three”on page 36.On August 26,2022,the PCAOB signed an agreement with the ChinaSecurities Regulatory Commission and the Ministry of Finance of the Peoples Republic of China,a
38、llowing the PCAOB to inspect and investigateregistered public accounting firms headquartered in mainland China and Hong Kong completely,consistent with U.S.law.On December 15,2022,thePCAOB issued a Determination Report which determined that the PCAOB(1)is able to select engagements,audit areas,and p
39、otential violations to bereviewed or investigated,(2)has timely access to,and the ability to retain and use,any document or information that the PCAOB considers relevant to aninspection or investigation,and(3)is able to conduct inspections and investigations in a manner consistent with the provision
40、s of the Act and the rules ofthe PCAOB,as interpreted and applied by the PCAOB.Consequently,the PCAOB concluded that in the absence of any evidence that authorities in thePRC currently are taking any positions to impair the PCAOBs ability to execute its statutory mandate with respect to inspections
41、or investigations,theHFCA Act dictates that the PCAOB vacate the 2021 Determinations.As required by the HFCA Act,if in the future the PCAOB determines it no longercan inspect or investigate completely because of a position taken by an authority in the PRC,the PCAOB will act expeditiously to consider
42、 whether thePCAOB should issue a new determination.As a holding company,we may rely on dividends and other distributions on equity paid by our PRC subsidiaries for our cash and financing requirements.If any of our PRC subsidiaries incurs debt on its own behalf in the future,the instruments governing
43、 such debt may restrict their ability to pay dividends tous.However,none of our subsidiaries has made any dividends or other distributions to our holding company as of the date of this prospectus.In the future,cash proceeds raised from overseas financing activities,including this offering,may be tra
44、nsferred by us to our PRC subsidiaries via capital contributionor shareholder loans,as the case may be.As of the date of this prospectus,we have not paid any dividends or made any distributions to U.S.investors.As of the date of this prospectus,there were no cash flows between our British Virgin Isl
45、ands holding company and our subsidiaries.Funds are transferredamong our PRC subsidiaries for working capital purposes,primarily between Jiangsu LOBO,our main operating subsidiary,and its subsidiaries.Thetransfer of funds among companies are subject to the Provisions of the Supreme Peoples Court on
46、Several Issues Concerning the Application of Law inthe Trial of Private Lending Cases(2020 Revision,the“Provisions on Private Lending Cases”),which was implemented on August 20,2020 to regulatethe financing activities between natural persons,legal persons and unincorporated organizations.As advised
47、by our PRC counsel,DeHeng Law Offices,the Provisions on Private Lending Cases do not prohibit using cash generated from one subsidiary to fund another subsidiarys operations.We have notbeen notified of any other restriction which could limit our PRC subsidiaries ability to transfer cash between subs
48、idiaries.Jiangsu LOBO conducts regularreview and management of all its subsidiaries cash transfers and reports to its Risk Management Department and board of directors.Please see“Risk Factors”beginning on page 14 of this prospectus for additional information.We are both an“emerging growth company”an
49、d a“foreign private issuer”as defined under the U.S.federal securities laws and,as such,may elect tocomply with certain reduced public company reporting requirements for this and future filings.See“Prospectus SummaryImplications of Being anEmerging Growth Company,”“Prospectus SummaryImplications of
50、Being a Foreign Private Issuer,”“Risk Factors For as long as we are an emerginggrowth Company,we will not be required to comply with certain reporting requirements,including those relating to accounting standards and disclosureabout our executive compensation,that apply to other public companies,”an
51、d“Risk Factors We are a foreign private issuer and,as a result,will not besubject to U.S.proxy rules and will be subject to more lenient and less frequent Exchange Act reporting obligations than a U.S.issuer.”Per Share Total Initial public offering price US$US$Underwriting discounts and commissions
52、US$US$Proceeds,before expenses,to us US$US$See“Underwriting”for additional disclosure regarding underwriting compensation payable by us.The total estimated expenses related to this offering are set forth in the section entitled“Underwriting Discounts,Commissions and Expenses.”The underwriters are se
53、lling 2,200,000 Ordinary Shares(or 2,530,000 Ordinary Shares if the underwriters exercise their over-allotment option in full)inthis Offering on a firm commitment basis.An underwriting discount or spread equal to seven percent(7%)of the offering price,will also be provided to underwriters.The Regist
54、ration Statement ofwhich this prospectus is a part also covers the Ordinary Shares issuable upon the exercise thereof.For additional information regarding our arrangementwith the underwriters,please see“Underwriting”beginning on page 143.We have granted the underwriters an option,exercisable for 45
55、days following the effective date of this prospectus,to purchase up to an additional fifteenpercent(15%)of the Ordinary Shares offered in this offering on the same terms to cover over-allotments.The underwriters expect to deliver the Ordinary Shares against payment in U.S.dollars to purchasers on or
56、 about,2023.Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this prospectus.Any representation to the contrary is a criminal offense.a division of Kingswood Capital Pa
57、rtners,LLC The date of this prospectus is,2023.TABLE OF CONTENTS PagePROSPECTUS SUMMARY1 RISK FACTORS14 SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION13 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS54 ENFORCEABILITY OF CIVIL LIABILITIES55 USE OF PROCEEDS56 DIVIDEND POLICY57 CAPITALIZATION58 DILUTIO
58、N59 CORPORATE HISTORY AND STRUCTURE61 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS62 INDUSTRY81 PRC REGULATIONS89 BUSINESS97 MANAGEMENT113 PRINCIPAL SHAREHOLDERS122 RELATED PARTY TRANSACTIONS123 DESCRIPTION OF SHARE CAPITAL126 SHARES ELIGIBLE FOR FUTURE SALE13
59、4 MATERIAL INCOME TAX CONSIDERATIONS136 UNDERWRITING143 EXPENSES RELATING TO THIS OFFERING148 LEGAL MATTERS148 EXPERTS148 WHERE YOU CAN FIND ADDITIONAL INFORMATION148 INDEX TO FINANCIAL STATEMENTSF-1 About this Prospectus We and the underwriters have not authorized anyone to provide any information
60、or to make any representations other than those contained in thisprospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you.We take no responsibility for,and canprovide no assurance as to the reliability of,any other information that others may gi
61、ve you.This prospectus is an offer to sell only the Ordinary Sharesoffered hereby,but only under circumstances and in jurisdictions where it is lawful to do so.We are not making an offer to sell these securities in anyjurisdiction where the offer or sale is not permitted or where the person making t
62、he offer or sale is not qualified to do so or to any person to whom it is notpermitted to make such offer or sale.For the avoidance of doubt,no offer or invitation to subscribe for Ordinary Shares is made to the public in the BritishVirgin Islands.The information contained in this prospectus is curr
63、ent only as of the date on the front cover of the prospectus.Our business,financialcondition,results of operations,and prospects may have changed since that date.Until ,2023(25 days after the date of this prospectus),all dealers that effect transactions in these securities,whether or not participati
64、ng inthis offering,may be required to deliver a prospectus.This is in addition to the dealers obligation to deliver a prospectus when acting as anunderwriter and with respect to their unsold allotments or subscriptions.Conventions that Apply to this Prospectus Unless otherwise indicated or the conte
65、xt requires otherwise,the terms“we,”“us,”“our Company,”“our,”“the Company”and“LOBO EV”refer toLOBO EV Technologies Ltd.,a British Virgin Islands company.In addition,in this prospectus:“3C”refers to China Compulsory Certification;“Beijing LOBO”refers to Beijing LOBO Intelligent Machine Co.,Ltd.,a who
66、lly-owned subsidiary of Jiangsu LOBO;“BVI Act”refers to the BVI Business Companies Act,2004,as amended;“China”or the“PRC”refers to the Peoples Republic of China,excluding Taiwan for the purposes of this prospectus only;i “EV”or“EVs”refers to two-wheeled electric vehicles,three-wheeled electric vehic
67、les and off-highway four-wheeled electric shuttles;“e”refers to electric.All of our products are driven by electric power whether labeled“e”or not;“E-bicycle”refers to the new national standard electric two-wheeled vehicle which conforms to the Safety Technical Specification for Electric Bicycle(GB
68、17761-2018);“E-moped”refers to the electric two-wheeled vehicle which conforms to the General specifications for electric motorcycles and electric mopeds(GB/T 24158-2018);“E-motorcycle”refers to the electric two-wheeled vehicle which conforms to the General specifications for electric motorcycles an
69、d electric mopeds(GB/T 24158-2018);“Guangzhou LOBO”refers to Guangzhou LOBO Intelligent Technologies Co.Ltd.,a wholly-owned subsidiary of Jiangsu LOBO;“Jiangsu WFOE”or“Jiangsu LOBO”refers to Jiangsu LOBO Electric Vehicle Co.Ltd.,a wholly-owned subsidiary of LOBO HK;“LOBO HK”refers to LOBO Holdings L
70、td.,a wholly-owned subsidiary of LOBO EV Technologies Ltd.;“RMB”or“Chinese Yuan”refers to the legal currency of China;“shares”,“Shares”or“Ordinary Shares”refer to the Ordinary Shares of LOBO EV Technologies Ltd.,par value$0.001 per share;“Tianjin LOBO”refers to Tianjin LOBO Intelligent Robot Co.,Ltd
71、.,a wholly-owned subsidiary of Beijing LOBO;“Tianjin Bibosch”refers to Tianjin Bibosch Intelligent Technologies Co.,Ltd.,a wholly-owned subsidiary of Beijing LOBO;“U.S.dollars,”“dollars,”“USD”or“$”refers to the legal currency of the United States;and.“Wuxi Jinbang”refers to Wuxi Jinbang Electric Veh
72、icle Manufacture Co.,Ltd,an 85%-owned subsidiary of Beijing LOBO;Unless the context indicates otherwise,all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.Our business is conducted by our subsidiaries in RMB for our business in China and U.S.dol
73、lars for our export business overseas.Our consolidatedfinancial statements are presented in U.S.dollars.In this prospectus,we refer to assets,obligations,commitments,and liabilities in our consolidatedfinancial statements in U.S.dollars.These dollar references are based on the exchange rate of RMB t
74、o U.S.dollars,determined as of a specific date or fora specific period.Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of U.S.dollars which mayresult in an increase or decrease in the amount of our obligations(expressed in dollars)and the v
75、alue of our assets,including accounts receivable(expressed in dollars).ii EXCHANGE RATE INFORMATION Our business is conducted in China and all of our revenues are denominated in RMB.Capital accounts in our financial statements are translated into U.S.dollars from RMB at their historical exchange rat
76、es when the capital transactions occurred.RMB is not freely convertible into foreign currency and allforeign exchange transactions must take place through authorized institutions.No representation is made that the RMB amounts could have been,or couldbe,converted into U.S.dollars at the rates used in
77、 translation.The following table sets forth information concerning exchange rates between the RMB andthe U.S.dollar for the periods indicated.Assets and liabilities are translated at the exchange rates as of the balance sheet date and include the exchangerate information for the fiscal years ended D
78、ecember 31,2021 and 2020.For the YearEndedDecember 31,2021 For the YearEndedDecember 31,2020 Period Ended RMB:USD exchange rate 6.3726 6.5250 Period Average RMB:USD exchange rate 6.4508 6.9042 MARKET AND INDUSTRY DATA This prospectus contains data related to the EVs industry and automotive electroni
79、cs industry in China.This industry data includes projections that arebased on a number of assumptions which have been derived from industry and government sources which we believe to be reasonable.The EVs industryand automotive electronics industry may not grow at the rate projected by industry data
80、,or at all.The failure of the industries to grow as anticipated islikely to have a material adverse effect on our business and the market price of our Ordinary Shares.In addition,the rapidly changing nature of the EVindustry and the technologies in the industry subjects any projections or estimates
81、relating to the growth prospects or future condition of our industries tosignificant uncertainties.Furthermore,if any one or more of the assumptions underlying the industry data turns out to be incorrect,actual results may,andare likely to,differ from the projections based on these assumptions.TRADE
82、MARKS Our logo and some of our trademarks and tradenames are used or incorporated by reference in this prospectus.This prospectus also includes trademarks,tradenames and service marks that are the property of other organizations.Solely for convenience,trademarks,tradenames and service marks referred
83、 to inthis prospectus may appear without the,TM and SM symbols,but those references are not intended to indicate in any way that we will not assert to thefullest extent under applicable law our rights or the rights of the applicable licensor to these trademarks,tradenames and service marks.iii PROSP
84、ECTUS SUMMARY The following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed information and financial statementsincluded elsewhere in this prospectus.In addition to this summary,we urge you to read the entire prospectus carefully,especially the risks
85、of investingin our Ordinary Shares,discussed under“Risk Factors,”before deciding whether to buy our Ordinary Shares.Business Summary Overview We are an innovative electric vehicles manufacturer and seller.We design,develop,manufacture and sell e-bicycles,e-mopeds,e-tricycles,andelectric off-highway
86、four-wheeled shuttles such as golf carts and mobility scooters for the elderly and disabled persons.We also provide automobileinformation and entertainment software development and design services to customers.We do not provide in-vehicle entertainment services to end-users independently.Leveraging
87、our cutting-edge technologies in connectivity,multimedia interactive systems and artificial intelligence,we are re-defining our products in order to provide users with convenient,affordable and pleasant driving experiences.Headquartered in Wuxi,China,LOBO EV is a holding company and our operating en
88、tities include Jiangsu LOBO,Beijing LOBO,GuangzhouLOBO,Tianjin LOBO,Tianjin Bibosch and Wuxi Jinbang.We are a golden plus supplier verified by A,and also an Excellent Companycertified by China Business Credit Platform.We also obtained a certificate dated January 18,2022,issued by the Development and
89、 ReformCommissions of Gaoxin District and Xinwu District of Wuxi,certifying that Jiangsu LOBO is qualified as a pre-IPO company and the localgovernments shall provide support to the IPO of Jiangsu LOBO.Beijing LOBO(formerly Beijing Weiqi Technology Co.,Ltd.)established in August 2014 and acquired by
90、 Jiangsu LOBO in 2021,our main operatingentity manufactures and sells e-bicycles and e-tricycles in China.Wuxi Jinbang,formed in 2002 as one of the earliest companies manufacturing e-bicycles in China and acquired by Beijing LOBO in 2019,manufactures e-bicycles and e-mopeds.Tianjin LOBO,established
91、in October 2021,manufactures e-tricycles and off-highway four-wheeled electric shuttles.Tianjin Bibosch,formed in March 2022,engages in the export business ofour products.Guangzhou LOBO(formerly Guangzhou Zhong Ke Car-link Technology Co.,Ltd.),formed in May 2019,provides intelligent productsoftware
92、solutions to automotive electronics,such as multimedia interactive systems,multifunctional rear-view mirrors,and dash-cams throughcooperation with leading suppliers in the automobile industry.We amended our memorandum and articles of association in March 2023 in order to effect a reorganization of o
93、ur ordinary shares by way of a sub-division and subsequent surrender of certain of our ordinary shares.As a result of the share reorganization,there are 5,700,000 ordinary sharesoutstanding as of the date hereof.Throughout this prospectus,each reference to a number of our ordinary shares selling in
94、this offering at$4.00 pershare gives effect to the share reorganization,unless otherwise indicated.Our Mission Our mission is to provide daily commuters with safer,smarter,and more affordable e-bicycles,e-tricycles,and off-highway four-wheeled electricshuttles.Our Vision Our vision is to provide com
95、muters with affordable and high-quality EVs and become a market leader in our industry by leveraging our design andintelligent technology.Our Competitive Strengths We believe that the following strengths contribute to our success and differentiate us from our competitors:Accumulated industry resourc
96、es and experienced management team User-centered product design philosophy Innovative marketing strategy 1 Our Challenges Currently,we are facing the following major challenges:The ongoing effects of the COVID-19 pandemic in China and Chinas zero-Covid policy may have a material adverse effect on ou
97、r business,including our ability to manage the supply chain and manage day-to-day service and product delivery.Major key players in this industry have raised sufficient funds to increase their manufacturing capacity and to increase the investments insales channel development and talent recruitment a
98、fter they were listed on the exchanges in China,Hong Kong and the U.S.in recent years.As a result,market concentration began to increase and the competition intensified.If we fail to effectively implement our cost leadership strategy,we may lose our channels to the markets and suffer losses.If we fa
99、il to provide appropriate differentiated products,we may lose our users and market share.We may not be able to attract,retain,and motivate talented and experienced employees who share our vision and passion.To overcome these challenges,we need adequate capital to make continuous investments in the t
100、echnology research and development,manage thestability of supply chain,market development,and recruitment,maintain our strength in the industry,improve profit margin,expand market share,andimprove our brand awareness and reputation.In general,the successful execution of our growth strategies depends
101、 on whether we can overcome certain challenges,manage risks and uncertainties,including but not limited to,our ability to maintain and enhance our brand awareness,innovate and successfully launch new products and services,maintain and expand our distribution network,satisfy the mandated safety stand
102、ards relating to our products,secure the supply of components andparts used in our products,grow collaboration with our dealers,control costs associated with our operation and production,and recruit and retaindedicated executive officers,key employees and qualified personnel.Please see“Risk Factors”
103、and other information included in this prospectus for adiscussion of these and other risks and uncertainties that we face.Our Growth Strategies We are still in the early stage of development,and growth is the most important goal of the Company at present.Considering the current marketcompetition and
104、 our own strengths and weaknesses,our strategic goal is to become a hidden champion in the field of intelligent urban tricycles andoff-highway four-wheeled electric shuttles through our efforts in the next decade.Our strategies to achieve this goal are as follows:Continue to innovate and launch new
105、products Attach importance to customer relationship management Diversify and increase marketing methods Strengthen cost control Brief introduction to our products Two-wheeled Electric Vehicles(The e-bicycles)E-bicycles.Our e-bicycles are powered by electric motors.The appearance of e-bicycles is sim
106、ilar to that of traditional bicycles,with a few plasticshields.Our e-bicycles can reach maximum speeds of 25 km/h when powered by an electric motor.Most of our e-bicycle models use lithium batteries.All of our e-bicycles conform to the new national standard GB17761-2018 and have obtained China Compu
107、lsory Certificate,or 3C.E-bicycles aremore convenient for riders to ride than traditional bicycles as riders can rely on the electric motor for propulsion.As of March 13,2023,we have 17 e-bicycle models with 3C.The suggested retail prices for the different models of our e-bicycles ranged from RMB 1,
108、200(USD$188)to RMB 3,000(USD$471)as of July 1,2022(including batteries and chargers).2 E-Mopeds.Our e-mopeds are powered by electric motors and generally have more powerful motors,more capacity batteries than the e-bicycles.Allof the e-mopeds conform to the“General specifications for electric motorc
109、ycles and mopeds(GB/T 24158-2018).”Most of the e-mopeds areexported overseas,including to Europe,Southeast Asia and Latin America.Very few of our e-mopeds have been sold in China.The suggested retailprices for the different models ranged from RMB 2,000(USD$310)to RMB 4,000(USD$630)in China.For fisca
110、l years 2020 and 2021,our revenue generated from sales of two-wheeled electric vehicles amounted to RMB 49 million(USD$7.2 million)and RMB 48 million(USD$7.4 million),respectively,representing 78%and 52%of our total revenue for those periods,respectively.Three-wheeled Electric Vehicles(The e-tricycl
111、es)Our e-tricycles consist of more than 30 models.Our e-tricycle is an urban leisure tricycle for one or two adult passengers commuter use only,whichis mainly composed of a front wheel and two rear wheels,of which two rear wheels are power wheels and the front wheel is the steering wheel.Themaximum
112、speed is usually less than 25 km/h.As of August 31,2022,the suggested retail prices for the different models of our multifunctional tricycles ranged from RMB 1,980(USD$310)toRMB 4,980(USD$780)(including batteries and chargers).For fiscal years 2020 and 2021,our revenue generated from sales of three-
113、wheeled electric vehicles amounted to RMB 9 million(USD$1.3 million)and RMB 27 million(USD$4.1 million),respectively,representing 14%and 29%of our total revenue for those periods,respectively.Electric Off-highway Four-wheeled Shuttles Our electric Off-highway Four-wheeled shuttles consists of electr
114、ic golf carts and elderly e-scooters.These electric four-wheeled vehicles are poweredby electric motors and are able to achieve maximum speeds of 40 km/h.They are designed for specific functions and certain models can carry loads ofup to 200-300 kilograms.The elderly e-scooter is designed especially
115、 for the elderly and disabled persons and for one passenger only.The maximumspeed is less than 10 km/h.The suggested retail prices for the different models of our golf carts range from RMB 20,000(USD$3,100)to RMB60,000(USD$9,400)and the retail price of elderly scooters range from RMB 2,500(USD$390)t
116、o 5,000(USD$780)(excluding batteries andchargers).For fiscal year 2021,our revenue generated from sales of four-wheeled electric vehicles amounted to RMB 0.6 million(USD$91,000),representing 1%of our total revenue for those periods,respectively.We are planning to launch more competitive models in 20
117、22 and estimate that we will generate5%of the revenue from this segment.Industry Overview China is one of the major manufactures and consumers of two-wheeled electric vehicles,three-wheeled electric vehicles,and off-highway four-wheeled electric shuttles in the world.The new energy vehicles industry
118、 in China is large and growing steadily.The industry has been attractinginvestment in recent years.New technologies and new materials are also constantly being added to the products in the industry.Competition isintensifying.Electric two-wheeled vehicles normally refer to all kinds of two wheeled e-
119、scooters,e-bicycles,e-mopeds,and e-motorcycles.China has adopted anew national standard promoting the use of lithium-ion battery-powered electric two-wheeled vehicles.With the amendment of the General TechnicalSpecifications for Electric Bicycles,the Chinese government has set a limit on the total p
120、ermissible weight of electric bicycles(including the weightof the battery)to 55kg starting from April 2019.Since the replacement cycle of electric two-wheeled vehicles is between three and five years,it isestimated that most of the two-wheeled vehicles on the road will be compliant by 2022.From 2017
121、 to 2021,the annual sales revenue in Chinaincreased from$10.89 billion to$14.3 billion.And its CAGR is about 5.6%.The sales volume increased from 30 million Units to 41.5 million unitsand the CAGR is 6.65%.China is one of the largest exporters of electric two-wheeled vehicles in the world.According
122、to the China Electric VehicleAssociation,the export value of Chinas electric two-wheeled vehicles industry was USD 3.67 billion in 2017,USD 5.01 billion in 2018,USD 5.47billion in 2019,USD 6.82 billion in 2020,and USD 7.43 billion in 2021.3 Electric three-wheeled vehicles are divided into e-tricycle
123、s for transportation(usually in rural areas)and leisure(usually in urban areas)purposes.Weonly manufacture and sell e-tricycles for recreational purposes,which require certain licenses from the PRC government.The growth of sales volumeof three-wheeled electric vehicle in China including the freight
124、cargo tricycles increased from 7 million units in 2017 to 8.21 million units in 2021,representing a CAGR of about 3.2%.The off-highway four-wheeled electric shuttles market including golf carts,sight-seeing tourist carts,various utilities carts and elderly scooters.Themarket scale of the off-highway
125、 four-wheeled electric shuttles in China is expected to reach USD 2.53 billion in 2022 and 3.87 billion in 2028,representing CAGR of 6.3%.According to China Electric Vehicle Association,the sales volume of Chinas off-highway four-wheeled electric shuttlesgrew rapidly from 1.1 million units in 2017 t
126、o 1.8 million units in 2021,representing a CAGR of 10.3%.The sales volume of Chinas off-highwayfour-wheeled electric shuttles industry is about USD 1.21 billion from 2017 to USD 1.73 billion in 2021,representing a CAGR of 7.3%.Corporate Information Our principal executive office is located at Gemini
127、 Mansion B 901,Software Park,No.18-17 Zhenze Rd,Xinwu District,Wuxi,Jiangsu,PeoplesRepublic of China,and our phone number is+86 510 88584252.Our registered office in the British Virgin Islands is located at the offices of OgierGlobal(BVI)Limited,Ritter House,Wickhams Cay II,PO Box 3170,Road Town,Tor
128、tola VG1110,British Virgin Islands.We maintain a corporatewebsite at .The information contained in,or accessible from,our website or any other website does not constitute a part of thisprospectus.We have appointed Puglisi&Associates,located at 850 Library Avenue,Suite 204,Newark,Delaware 19711,as ou
129、r agent upon whomprocess may be served in any action brought against us under the securities laws of the United States.Corporate History and Structure We are a British Virgin Islands business company incorporated on October 25,2021 under the name LOBO AI Technologies Ltd.On December 14,2021,the Comp
130、any changed its name to LOBO EV Technologies Ltd.The following diagram illustrates our corporate structure upon completion of our initial public offering(“IPO”)based on a proposed number of2,200,000 Ordinary Shares being offered,assuming no exercise of the underwriters over-allotment option.Our dome
131、stic operating enterprise Beijing LOBO was established in August,2014.At the end of 2019,Beijing LOBO acquired 85%of the shares ofWuxi Jinbang.Guangzhou LOBO was established in May 2019.For the purpose of listing on Nasdaq,we incorporated LOBO EV Technologies Ltd.,a BVI Business Company incorporated
132、 under the laws of British Virgin Islands with limited liability,in October 2021.Subsequently,we establishedLOBO Holdings Ltd,a Hong Kong limited liability Company,as a wholly-owned subsidiary of LOBO EV.On November 29,2021,we organizedJiangsu WFOE,a PRC limited liability company.Thereafter,Jiangsu
133、WFOE completed the merger of Beijing LOBO and Guangzhou LOBO inDecember 2021.Consequently,both Beijing LOBO and Guangzhou LOBO became the wholly-owned subsidiaries of Jiangsu WFOE.After thesedomestic internal mergers and acquisitions were completed,we undertook a reorganization,to facilitate our ini
134、tial public offering in the United States.On March 25 2022,a qualified appraisal company appraised the value of Jiangsu WFOE and its subsidiaries and issued an appraisal report.LOBOHK determined the consideration to paid to all shareholders of Jiangsu WFOE according to the report.On April 8,2022,Jia
135、ngsu WFOE completedthe internal procedure of merger and acquisition.The written shareholders resolution was signed,and then followed by the legal merger andacquisition procedures which were set up by local industrial and commercial bureau and taxation administration.LOBO HK completed its merger anda
136、cquisition of 100%equity interest in Jiangsu WFOE on April 8 2022.Jiangsu WFOE then became a foreign enterprise which is a wholly-ownedsubsidiary of LOBO HK.4 Below is milestone of history:Compliance with Foreign Investment We have been advised by our PRC Counsel,DeHeng Law Offices,that pursuant to
137、the relevant laws and regulations in PRC,none of our business isstipulated on the Special Administrative Measures for the Access of Foreign Investment(Negative List)(2021 Version)(the“2021 Negative List”)promulgated by the Ministry of Commerce of the PRC(“MOFCOM”)and the National Development and Ref
138、orm Commission of the PRC(“NDRC”).Therefore,we are able to conduct our business through our wholly owned PRC Subsidiaries without being subject to restrictions imposedby the foreign investment laws and regulations of the PRC.5 Summary of Risk Factors Investing in our Ordinary Shares involves signifi
139、cant risks.You should carefully consider all of the information in this prospectus before making aninvestment in our Ordinary Shares.Below please find a summary of the principal risks we face,organized under relevant headings.These risks arediscussed more fully in the section titled“Risk Factors.”Ri
140、sks Related to Our Business and Industry We may incur losses in the future;Our success is dependent on our continued innovation and successful launches of new products and services,and we may not be able toanticipate or make timely responses to changes in the preferences of consumers;We do not have
141、a long history of running as an integrated group.Our limited operating history running as an integrated group in the industrymay not provide an adequate basis to predict our future prospects and results of operations for this segment,and may increase the risk ofyour investment;If we fail to adopt ne
142、w technologies or adapt our e-bicycles,e-mopeds,e-tricycles,and off-highway four-wheeled electric shuttles andsolutions development for automotive electronics to changing customer requirements or the industry standards,our business may bematerially and adversely affected;and We rely heavily on deale
143、rs for sales and distribution of our products and our success depends on our offline distribution network.6 Risks Relating to Doing Business in China Changes in Chinas economic,political or social conditions or government policies could have a material and adverse effect on our businessand results o
144、f operations;Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us;We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements wemay have,and an
145、y limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on ourability to conduct our business;If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investmentin China
146、-based issuers,such action may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares toinvestors and cause the value of our Ordinary Shares to significantly decline or be worthless;The approval of or clearance by the CSRC,the CAC and other compliance proc
147、edures may be required in connection with this offering,and,if required,we cannot predict whether we will be able to obtain such approval or clearance;and Our Ordinary Shares may be delisted under the HFCA Act if the PCAOB is unable to inspect our auditors.The delisting of our ordinaryshares,or the
148、threat of their being delisted,may materially and adversely affect the value of your investment.Furthermore,on June 22,2021,the U.S.Senate passed the AHFCA Act,which,if enacted,would amend the HFCA Act and require the SEC to prohibit an issuers securitiesfrom trading on any U.S.stock exchanges if it
149、s auditor is not subject to PCAOB inspections for two consecutive years instead of three.Risks Related to Our Securities and This Offering There has been no public market for our Ordinary Shares prior to this offering,and you may not be able to resell our shares at or above theprice you paid,or at a
150、ll;The trading price of our Ordinary Shares may be volatile,which could result in substantial losses to investors;Because we do not expect to pay dividends in the foreseeable future,you must rely on price appreciation of our Ordinary Shares for return onyour investment;Because our public offering pr
151、ice is substantially higher than our net tangible book value per share,you will experience immediate andsubstantial dilution;You must rely on the judgment of our management as to the use of the net proceeds from this offering,and such use may not produce incomeor increase our share price;and If we f
152、ail to meet applicable listing requirements,Nasdaq may delist our Ordinary Shares from trading,in which case the liquidity andmarket price of our Ordinary Shares could decline.7 Potential CAC and CSRC Approval Required for This Offering Recent statements by the Chinese government have indicated an i
153、ntent to exert more oversight and control over offerings that are conducted overseasand/or foreign investments in China-based issuers.On July 6,2021,the General Office of the Communist Party of China Central Committee and theGeneral Office of the State Council jointly issued a document to crack down
154、 on illegal activities in the securities market and promote the high-qualitydevelopment of the capital market,which,among other things,requires the relevant governmental authorities to strengthen cross-border oversight oflaw-enforcement and judicial cooperation,to enhance supervision over China-base
155、d companies listed overseas,and to establish and improve thesystem of extraterritorial application of the PRC securities laws.Furthermore,on December 28,2021,the CAC,the National Development and Reform Commission(“NDRC”),and several other administrationsjointly issued the revised Measures for Cybers
156、ecurity Review,or the“Revised Review Measures”,which became effective and replaced the existingMeasures for Cybersecurity Review on February 15,2022.According to the Revised Review Measures,if an“online platform operator”that is inpossession of personal data of more than one million users intends to
157、 list in a foreign country,it must apply for a cybersecurity review.Moreover,theCAC released the draft of the Regulations on Network Data Security Management in November 2021 for public consultation,which among otherthings,stipulates that a data processor listed overseas must conduct an annual data
158、security review by itself or by engaging a data security serviceprovider and submit the annual data security review report for a given year to the municipal cybersecurity department before January 31 of thefollowing year.On July 7,2022,the CAC released the Measures for the Security Assessment of Cro
159、ss-Border Data,which became effective onSeptember 1,2022.We do not collect or store any personal data(including certain personal information)from our individual end-users.As of date ofthis prospectus,we have not collected or stored personal information from our individual end-users.As a result,the l
160、ikelihood of us being subject tothe review of the CAC is remote.Given the recent issuance of the Measures for the Security Assessment of Cross-Border Data,there is a general lackof guidance and substantial uncertainties exist with respect to their interpretation and implementation.On February 17,202
161、3,the CSRC issued the Trial Measures for the Administration of Overseas Issuance and Listing of Securities by DomesticEnterprises and five supporting guidelines,which will become effective on March 31,2023(the“Overseas Listing Regulations”).The OverseasListing Regulations require that a PRC domestic
162、 enterprise seeking to issue and list its shares overseas shall complete the filing procedures with theCSRC,failing which we may be fined between RMB 1 million and RMB 10 million.Such overseas securities issuance and listing include direct andindirect issuance and listing.Where an enterprise,whose p
163、rincipal business activities are conducted in China,seeks to issue and list its shares in thename of an overseas entity,such practice is deemed as an indirect overseas issuance and listing in the meaning of the Overseas Listing Regulations.Among other things,if an overseas listed issuer intends to i
164、mplement any offering in an overseas market,it should,through its major operating entityincorporated in the PRC,submit filing materials to the CSRC within three working days after the completion of the offering.The required filingmaterials shall include but not be limited to:(1)filing report and rel
165、evant commitments;and(2)domestic legal opinions.According to the Notice onthe Management Arrangements for Overseas Issuance and Listing of Domestic Enterprises issued by CSRC on the same day,if we can obtain theSECs Notice of Effectiveness before March 31,2023 and complete the issuance and listing b
166、efore September 30,2023,we will no longer need tosubmit the relevant information to CSRC for the filing procedures,otherwise we still need to complete the filing procedures with CSRC before ourlisting on U.S.exchanges.The Overseas Listing Regulations may subject us to additional compliance requireme
167、nts in the future,and we cannot assureyou that we will be able to get the clearance of filing procedures under the Overseas Listing Regulations on a timely basis,or at all.Any failure of usto fully comply with new regulatory requirements may significantly limit or completely hinder our ability to of
168、fer or continue to offer our ordinaryshares,cause significant disruption to our business operations,and severely damage our reputation,which would materially and adversely affect ourfinancial condition and results of operations and cause our ordinary shares to significantly decline in value or becom
169、e worthless.Neither we nor any of our subsidiaries has obtained the approval or clearance from either the CSRC,the CAC or any other regulators in China for thisoffering.We cannot assure you that we will remain fully compliant with all new regulatory requirements of these opinions or any futureimplem
170、entation rules on a timely basis,or at all.If we are subject to additional requirements that we obtain the approval or clearance from either theCSRC,the CAC or any other regulators in China for this offering but fail to obtain such approval or clearance,we will not be able to pursue thisoffering any
171、 further.See“Risk FactorsRisks Relating to Conducting Business in ChinaRecent regulatory developments in China may subject usto additional regulatory review or otherwise restrict or completely hinder our ability to offer securities and raise capitals overseas,all of which couldmaterially and adverse
172、ly affect our business and cause the value of our Ordinary Shares to significantly decline or become worthless”and“RisksRelated to Our Securities and This OfferingThe approval of or clearance by the CSRC,the CAC and other compliance procedures may be requiredin connection with this offering,and,if r
173、equired,we cannot predict whether we will be able to obtain such approval or clearance.”8 Impact of the COVID-19 Pandemic on Our Operations and Financial Performance The COVID-19 pandemic had an adverse impact on our business operations.Specifically,significant governmental measures implemented by t
174、heChinese government,including various stages of lockdowns,closures,quarantines,and travel bans,led to the decreasing demand of our products andrestricted our capacity of manufacture.At the beginning of 2020,when the epidemic broke out,substantially all of our production paused in the firstquarter a
175、nd gradually recovered later.However,with the normalization of dynamic COVID-Zero policy,the sporadic outbreak of epidemic in someprovinces has affected our business,including business travel,marketing and customer service.The impact persisted in 2020 and 2021.Due to thehosting of the Winter Olympic
176、 Games and the outbreak of the epidemic in Shanghai in the first half-year of 2022,the manufacture of our factories hasbeen seriously affected.The risks associated with COVID-19 may continue to have a negative impact to us,such as the interruption of logistics,supply chain,production and delivery as
177、 well as the development of business activities.See“Risk FactorsRisks Related to Our Business and IndustryThe ongoing effects of the COVID-19 pandemic in China may have a materialadverse effect on our business”and“Managements Discussion and Analysis of Financial Condition and Results of OperationsCO
178、VID-19Pandemic Affecting Our Results of Operations.”Implications of Being an Emerging Growth Company As a Company with less than$1.07 billion in revenue during our last fiscal year,we qualify as an“emerging growth Company”as defined in theJumpstart Our Business Startups Act of 2012,or the“JOBS Act.”
179、An“emerging growth Company”may take advantage of reduced reportingrequirements that are otherwise applicable to larger public companies.In particular,as an emerging growth Company,we:may present only two years of audited financial statements and only two years of related Managements Discussion and A
180、nalysis ofFinancial Condition and Results of Operations;are not required to provide a detailed narrative disclosure discussing our compensation principles,objectives and elements and analyzinghow those elements fit with our principles and objectives,which is commonly referred to as“compensation disc
181、ussion and analysis”;9 are not required to obtain an attestation and report from our auditors on our managements assessment of our internal control over financialreporting pursuant to the Sarbanes-Oxley Act of 2002;are not required to obtain a non-binding advisory vote from our shareholders on execu
182、tive compensation or golden parachute arrangements(commonly referred to as the“say-on-pay,”“say-on frequency,”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chief executive officer payratio disclosure;
183、are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act;and will not be required to conduct an evaluation of our internal control over financial reporting until our second annual report on Form 20-Ffollowing the effect
184、iveness of our initial public offering.Under the JOBS Act,we may take advantage of the above-described reduced reporting requirements and exemptions until we no longer meet thedefinition of an emerging growth Company.The JOBS Act provides that we would cease to be an“emerging growth Company”at the e
185、nd of thefiscal year in which the fifth anniversary of our initial sale of common equity pursuant to a registration statement declared effective under theSecurities Act of 1933,as amended(the“Securities Act”)occurred,if we have more than$1.07 billion in annual revenue,have more than$700million in ma
186、rket value of our Ordinary Shares held by non-affiliates,or issue more than$1 billion in principal amount of non-convertible debt over athree-year period.Implications of Being a Foreign Private Issuer We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act o
187、f 1934,as amended(the“Exchange Act”).Assuch,we are exempt from certain provisions applicable to United States domestic public companies.For example:we are not required to provide as many Exchange Act reports,or as frequently,as a domestic public Company;for interim reporting,we are permitted to comp
188、ly solely with our home country requirements,which are less rigorous than the rules thatapply to domestic public companies;we are not required to provide the same level of disclosure on certain issues,such as executive compensation;10 we are exempt from provisions of Regulation Fair Disclosure aimed
189、 at preventing issuers from making selective disclosures of materialinformation;we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents,or authorizations inrespect of a security registered under the Exchange Act;and we are not required to c
190、omply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership andtrading activities and establishing insider liability for profits realized from any“short-swing”trading transaction.We will be required to file an annual report on Form 20-F within four mo
191、nths of the end of each fiscal year.Press releases relating to financial resultsand material events will also be furnished to the SEC on Form 6-K.However,the information we are required to file with or furnish to the SEC willbe less extensive and less timely compared to that required to be filed wit
192、h the SEC by U.S.domestic issuers.As a result,you may not be afforded thesame protections or information that would be made available to you were you investing in a U.S.domestic issuer.The Nasdaq listing rules provide that a foreign private issuer may follow the practices of its home country,which f
193、or us is the British Virgin Islands,rather than the Nasdaq rules as to certain corporate governance requirements,including the requirement that the issuer have a majority of independentdirectors,the audit committee,compensation committee,and nominating and corporate governance committee requirements
194、,the requirement todisclose third-party director and nominee compensation,and the requirement to distribute annual and interim reports.A foreign private issuer thatfollows a home country practice in lieu of one or more of the listing rules is required to disclose in its annual reports filed with the
195、 SEC eachrequirement that it does not follow and describe the home country practice followed by the issuer in lieu of such requirements.Although we do notcurrently intend to take advantage of these exceptions to the Nasdaq corporate governance rules,we may in the future take advantage of one or more
196、of these exemptions.See“Risk FactorsRisks Relating to this Offering and the Trading MarketBecause we are a foreign private issuer and areexempt from certain Nasdaq corporate governance standards applicable to U.S.issuers,you will have less protection than you would have if we werea domestic issuer.”
197、11 THE OFFERING Securities offered by us 2,200,000 Ordinary Shares Over-allotment option We have granted the underwriters an option,exercisable for 45 days from the date of thisprospectus,to purchase up to an aggregate of 330,000 additional Ordinary Shares at the initialpublic offering price,less un
198、derwriting discounts.Price per Ordinary Share We currently estimate that the initial public offering price will be$4.00 per Ordinary Share.Ordinary Shares outstanding prior tocompletion of this offering 5,700,000 Ordinary SharesSee“Description of Share Capital”for more information.Ordinary Shares ou
199、tstanding immediately afterthis offering 7,900,000 Ordinary Shares assuming no exercise of the underwriters over-allotment option.8,230,000 Ordinary Shares assuming full exercise of the underwriters over-allotment option.Listing We will apply to have our Ordinary Shares listed on the Nasdaq Capital
200、Market.Proposed Ticker symbol LOBO Transfer Agent Vstock Transfer,LLC Use of proceeds We intend to use the proceeds from this offering to invest in developing new intelligentproducts and working capital.See“Use of Proceeds”on page 56 for more information.Lock-up All of our directors and officers hav
201、e agreed,subject to certain exceptions,not to sell,transfer,or dispose of,directly or indirectly,any of our Ordinary Shares or securities convertible into orexercisable or exchangeable for our Ordinary Shares for a period of twelve(12)months afterthe date of this prospectus.See“Shares Eligible for F
202、uture Sale”and“Underwriting”for moreinformation.Risk factors The Ordinary Shares offered hereby involve a high degree of risk.You should read“RiskFactors”beginning on page 14 for a discussion of factors to consider before deciding to investin our Ordinary Shares.12 SUMMARY OF CONSOLIDATED FINANCIAL
203、INFORMATION The following table represents our selected consolidated financial information.The selected consolidated statements of operations andcomprehensive income data and the consolidated balance sheet data,which are included in this prospectus.Our consolidated financial statements areprepared a
204、nd presented in accordance with the U.S.GAAP.Our historical results for any period are not necessarily indicative of results to be expected for any future period.You should read thefollowing summary financial information in conjunction with the consolidated financial statements and related notes and
205、 the information under“Managements Discussion and Analysis of Financial Condition and Results of Operations”included elsewhere in this prospectus.The followingtable presents our selected consolidated statements of operations and comprehensive income data and the consolidated balance sheet data:For t
206、he Six Months Ended For the years ended June 30,December 31,2022 2021 2021 2020 Revenues$5,489,402$8,314,377$14,128,459$9,227,994 Cost of revenues 4,719,210 6,679,739 11,197,314 7,753,054 Gross Profit 770,192 1,634,638 2,931,145 1,474,940 Operating expenses Selling and marketing expenses 216,387 153
207、,928 316,457 288,937 General and administrative expenses 283,050 130,155 324,702 332,577 Research and development expenses 28,492 18,167 53,139 36,757 Total operating expenses 527,929 302,250 694,298 658,271 Operating income 242,263 1,332,388 2,236,847 816,669 Other expenses(income)Interest expense(
208、income)8,620 3,474 12,641 (320)Other(income)expense (20,631)(954)(5,680)4,007 Total other expenses,net (12,011)2,520 6,961 3,687 Income before income tax expense 254,274 1,329,868 2,229,886 812,982 Income tax expense 117,877 334,467 568,005 205,257 Net Income 136,397 995,401 1,661,881 607,725 Net In
209、come 136,397 995,401 1,661,881 607,725 Less:Net income attributable to non-controlling interest (4,225)(11,610)(13,155)(38,197)Net income attributable to LOBO EV Technologies LTD 132,172 983,791 1,648,726 569,528 Net Income 136,397 995,401 1,661,881 607,725 Foreign currency translation adjustments 2
210、33,686 (19,871 (61,220)(100,693)Foreign currency translation adjustments for non-controlling interest 6,275 (1,193)(2,800)(6,607)Comprehensive income attributable to LOBO EVTechnologies LTD$376,358$974,337$1,597,861$500,425 Net income per share,basic and diluted$0.02$0.17$0.29$0.11 Weighted average
211、shares outstanding,basic and diluted 5,700,000 5,700,000 5,700,000 5,700,000 As of As of June 30,December 31,Balance Sheet Data:2022 2021 2021 2020 Cash and cash equivalents$400,325$41,223$614,008$70,020 Total assets 13,357,583 8,861,928 11,270,542 6,528,098 Total liabilities 8,458,321 6,055,135 6,7
212、17,502 4,737,770 Total equity$4,899,262$2,806,793$4,553,040$1,790,328 13 RISK FACTORS An investment in our Ordinary Shares involves a high degree of risk.Before deciding whether to invest in our Ordinary Shares,you should considercarefully the risks described below,together with all of the other inf
213、ormation set forth in this prospectus,including the section titled“ManagementsDiscussion and Analysis of Financial Condition and Results of Operations”and our consolidated financial statements and related notes.If any of theserisks actually occurs,our business,financial condition,results of operatio
214、ns,or cash flow could be materially and adversely affected,which could causethe trading price of our Ordinary Shares to decline,resulting in a loss of all or part of your investment.The risks described below and discussed in otherparts of this prospectus are not the only ones that we face.Additional
215、 risks not presently known to us or that we currently deem immaterial may also affectour business.You should only consider investing in our Ordinary Shares if you can bear the risk of loss of your entire investment.Risks Related to Our Business and Industry We may incur losses in the future.We had n
216、et income of$136,397 and$995,401 for the six months ended June 30,2022 and 2021,respectively.Despite generating net income in the lasttwo fiscal years,we anticipate that our operating expenses,together with the increased general administrative expenses of a growing public company,willincrease in the
217、 foreseeable future as we seek to maintain and continue to grow our business,attract potential customers and further enhance our productoffering.These efforts may prove more expensive than we currently anticipate,and we may not succeed in increasing our revenue sufficiently to offsetthese higher exp
218、enses.As a result of the foregoing and other factors,we may incur net losses in the future and may be unable to achieve or maintainprofitability on a quarterly or annual basis for the foreseeable future.Our success is dependent on our continued innovation and successful launches of new products and
219、services,and we may not be able to anticipate ormake timely responses to changes in the preferences of consumers.The success of our operations depends on our ability to introduce new or enhanced e-bicycles,e-mopeds,e-tricycles,and off-highway four-wheeledelectric shuttles,and other new products.Cons
220、umer preferences differ across and within each of the regions in which we operate or plan to operate andmay shift over time in response to changes in demographic and social trends,economic circumstances and the marketing efforts of our competitors.Therecan be no assurance that our existing products
221、will continue to be favored by consumers or that we will be able to anticipate or respond to changes inconsumer preferences in a timely manner.Our failure to anticipate,identify or react to these particular preferences could adversely affect our salesperformance and our profitability.In addition,dem
222、and for many of our products,including accessories,are closely linked to customers purchasing powerand disposable income levels,which may be adversely affected by unfavorable economic developments in the regions in which we operate.14 We devote significant resources to product development and extens
223、ions.However,we may not be successful in developing innovative new products,andour new products may not be commercially successful.To the extent that we are not able to effectively gauge the direction of our key markets andsuccessfully identify,develop and manufacture new or improved e-bicycles,e-mo
224、peds,e-tricycles,off-highway four-wheeled electric shuttles in thesechanging markets,our financial results and our competitive position may suffer.Moreover,there are inherent market risks associated with new productintroductions,including uncertainties about marketing and consumer preference,and the
225、re can be no assurance that we will be successful in introducingnew products.We may expend substantial resources developing and marketing new products that may not achieve expected sales levels.We have identified material weaknesses in our internal control over financial reporting.If we fail to deve
226、lop and maintain an effective system ofinternal control over financial reporting,we may be unable to accurately report our financial results or prevent fraud.In the course of auditing our consolidated financial statements as of and for the years ended December 31,2021,and 2020,we and our independent
227、registered public accounting firm identified two material weaknesses in our internal control over financial reporting as well as other control deficiencies.As defined in standards established by the PCAOB,a“material weakness”is a deficiency,or a combination of deficiencies,in internal control overfi
228、nancial reporting,such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not beprevented or detected on a timely basis.The material weaknesses identified relate to(1)we did not maintain proper accounting records and supportingdocum
229、ent related to property,plant and equipment,and common stock transactions;and(2)we had insufficient financial reporting and accountingpersonnel with appropriate knowledge of U.S.GAAP and SEC reporting requirements to properly address complex U.S.GAAP accounting issues and toprepare and review our co
230、nsolidated financial statements and related disclosures to fulfil U.S.GAAP and SEC financial reporting requirements.We do notexpect that our internal control over financial reporting and disclosure controls will prevent all error and all fraud.We will continue to take measures toremediate the materi
231、al weakness in the future.However,we cannot be certain that these measures will successfully remediate the material weakness orthat other material weaknesses will not be discovered in the future.If our efforts are not successful or other material weaknesses or control deficienciesoccur in the future
232、,we may be unable to report our financial results accurately on a timely basis or help prevent fraud,which could cause our reportedfinancial results to be materially misstated and result in the loss of investor confidence or delisting and cause the market price of our Ordinary Shares todecline.In ad
233、dition,it could in turn limit our access to capital markets,harm our results of operations,and lead to a decline in the trading price of oursecurities.Additionally,ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets andsubjec
234、t us to potential delisting from the stock exchange on which we list,regulatory investigations and civil or criminal sanctions.We may also berequired to restate our financial statements from prior periods.Because of our status as an emerging growth company,you will not be able to depend onany attest
235、ation from our independent registered public accountants as to our internal control over financial reporting for the foreseeable future.We do not have a long history of running as an integrated group.Our limited operating history running as an integrated group in the industry may notprovide an adequ
236、ate basis to predict our future prospects and results of operations for this segment,and may increase the risk of your investment.Our Company was incorporated recently in October 2021,and we acquired Jiangsu LOBO,including its subsidiaries,on April 8,2022.While WuxiJinbang,one of our subsidiaries,ha
237、s started operations since 2002 and was acquired by LOBO Beijing in 2019,we do not have a long history of runningas an integrated group with standardized policies and procedures and on which our past performance may be predicted.Potential customers may not befamiliar with our market and may have dif
238、ficulty distinguishing our products and services from those of our competitors.Convincing potential targetcustomers of the value of our products and services is critical to increasing the volume of sales and the success of our business.If we fail to promote oradvertise the value of our products and
239、services to our potential target customers,if the market for our services does not develop as we expect,or if we failto address the needs of our target market in China or elsewhere,our business and results of operations will be harmed.You should consider our business and future prospects in light of
240、 the risks and challenges we face as a new entrant into our industry,including,amongother things,with respect to our ability to:produce safe,reliable and quality e-bicycles,e-mopeds,e-tricycles,and off-highway four-wheeled electric shuttles,and solution development forautomotive electronics;build a
241、well-recognized brand;15 establish and expand our customer base,including foreign customers;improve and maintain our operational efficiency;maintain a reliable,secure,high-performance and scalable technology infrastructure;attract,retain and motivate talented employees;anticipate and adapt to changi
242、ng market conditions,including technological developments and changes in competitive landscape;navigate an evolving and complex regulatory environment;and identify suitable facilities to expand manufacturing capacity.If we fail to address any or all of these risks and challenges,our business may be
243、materially and adversely affected.We have limited experience to date in high volume manufacturing of our products.We cannot assure you that we will be able to develop or ensureefficient,automated,low-cost manufacturing capability and processes,and reliable sources of component supply that will enabl
244、e us to meet the quality,price,engineering,design and production standards,as well as the production volumes required to successfully mass-market our currently available andfuture products.We may not be able to achieve similar results or grow at the same rate as we had in the past.As our business gr
245、ows,we may adjust ourproduct and service offerings.These adjustments may not achieve expected results and may have a material and adverse impact on our financialconditions and results of operations In addition,our growth and expansion have placed,and continue to place,a significant strain on our man
246、agement and resources.This level of significantgrowth may not be sustainable or achievable at all in the future.We believe that our continued growth will depend on many factors,including continuedlaunch of new products,effective marketing,successful entry into other overseas market and operating eff
247、iciency.We cannot assure you that we willachieve any of the above,and our failure to do so may materially and adversely affect our business and results of operations.16 We face intense market competition.If we fail to develop and introduce new models,and solutions development for automotive electron
248、ics inanticipation of market demand in a timely and cost-effective manner,our competitive position and ability to generate revenues may be materially andadversely affected.As a new player in the e-bicycles,e-tricycles and off-highway four-wheeled electric shuttles,and solutions development for autom
249、otive electronics,weface intense competition from current industry leaders.The introduction of new products is subject to risks and uncertainties.Unexpected technical,operational,logistical,regulatory or other problems could delay or prevent the introduction of our new products.Moreover,we cannot as
250、sure you that anyof these new products will match the quality or popularity of those developed by our competitors,and achieve widespread market acceptance or generatethe desired level of income for our customers.Meanwhile,offering new products requires us to make investments in research and developm
251、ent,recruit and train additional qualified workers,andincrease marketing efforts.In addition,some manufactures,including the large companies in this industry,like AIMA Technology Group Co.,LTD andYadea Group Holdings Ltd.,have developed low-end and low-cost models which are sold at approximately RMB
252、1,000 per two-wheel electric vehicle(without battery).Since most of the low-speed two-wheel EV users are low-income workers in China,we may encounter difficulties with the creation ofthe new products and in offering new products,we may face new risks and challenges that we are not familiar with.Furt
253、hermore,we may experiencedifficulties in recruiting or otherwise identifying qualified workers to develop the electric vehicles or solutions to address the new demand of potentialcustomers.If we are unable to offer new products in a timely and cost-effective manner,our business,results of operations
254、 and financial condition couldbe adversely affected.If we fail to adopt new technologies or adapt our e-bicycles,e-mopeds,e-tricycles,and off-highway four-wheeled electric shuttles and solutionsdevelopment for automotive electronics to changing customer requirements or the industry standards,our bus
255、iness may be materially and adverselyaffected.To remain competitive,we must continue to enhance and improve the functionality and features of our products.The production cycle of e-bicycles,e-mopeds,e-tricycles,and off-highway four-wheeled electric shuttles,from research and development stage to imp
256、lementation stage takes one to twomonths.The changes in customer requirements and preferences,frequent introductions of new products and services embodying new technologies and theemergence of new industry standards and practices,any of which could render our existing technologies and products obsol
257、ete.Our success will depend,in part,on our ability to identify,develop,acquire or license leading technologies useful in our business,and respond to technological advances and newindustry standards and practices in a cost-effective and timely way.The development of our products,and solutions develop
258、ment for automotiveelectronics or other proprietary technology entails significant technical and business risks.We may not be able to use new technologies effectively or adaptour proprietary technologies to meet customer requirements or new industry standards.If we are unable to adapt in a cost-effe
259、ctive and timely manner aresponse to changing market conditions or customer requirements,whether for technical,legal,financial or other reasons,our business,prospects,financial condition and results of operations may be materially and adversely affected.17 If we are unable to manage our growth or ex
260、ecute our strategies effectively,our business and prospects may be materially and adversely affected.To accommodate our growth,we anticipate that we will need to implement a variety of new and upgraded operational and financial systems,proceduresand controls,including the improvement of our accounti
261、ng and other internal management systems.We will also need to continue to expand,train,manage and motivate our workforce and manage our relationships with customers and suppliers.All of these endeavors involve risks,and will requiresubstantial management effort and significant additional expenditure
262、s.We may not be able to manage our growth or execute our strategies effectively,andany failure to do so may have a material adverse effect on our business and prospects.Our marketing strategy of appealing to and growing sales to a more diversified group of users may not be successful.Our marketing i
263、s aimed at reinforcing customer perceptions of our brand as a premium brand,and valuable solution provider of automotive electronics.We aim to provide users with a good user experiences.We cannot assure you that our services or our efforts in products will be successful,which couldimpact our revenue
264、s as well as customer satisfaction and our marketing.To grow the business over the long term,we must be successful in selling products and services and promoting our brand experiences to a broader scopeof customers and more users.We must also execute our diversification strategy without adversely im
265、pacting the strength of our brand with core users.Failure to successfully drive demand for our e-bicycles,e-mopeds,e-tricycles,and off-highway four-wheeled electric shuttles may have a material adverseeffect on our business and results of operations.Our products and services may experience quality p
266、roblems from time to time,which could result in decreased sales,adversely affect our results ofoperations and harm our reputation.Our products and services may contain design and manufacturing defects.There can be no assurance that we will be able to detect and fix all defects in theproducts and ser
267、vices we offer.Failure to do so could result in lost revenues,significant warranty and other expenses and harm to our reputation.Additionally,we source and purchase key components in our operations and production from third-party suppliers,such as tires,motors and controllers.The quality and functio
268、ns of these key components supplied by suppliers may not be consistent with and maintained at our standard,even if we haveadopted examination processes when we receive the components.Any defects or quality issues in these key components or any noncompliance incidentsassociated with these third-party
269、 suppliers could result in quality issues with our products,and hence compromise our brand image and results ofoperations.18 We rely heavily on dealers for sales and distribution of our products and our success depends on our offline distribution network.We have established a distinct retail network
270、 to sell our products and services to our dealers.As of November 30,2022,we had 163 domestic dealers inChina,and 36 foreign dealers around the world.We sell products to dealers directly,which are our important business partners to market our products,provide services to end-users,and show our brand
271、images.We rely on these dealers in China to directly interact with and serve our users,but the interestof our dealers may not be entirely aligned with ours or with that of other dealers.As of June 30,2022,three dealers each accounted for greater than 10%of our net accounts receivable.There can be no
272、 assurance that we will be able to maintain our existing relationships with our dealers.Additionally,ourexisting dealers may not be able to maintain past levels of sales or expand their sales.In addition,as we seek to expand into new regions in China,wecannot assure you that we will be able to succe
273、ssfully establish and maintain relationships with new dealers in these regions on favorable terms or at all.Furthermore,we cannot assure you that we will be successful in managing our dealers and detecting inconsistencies with our brand image or values ornoncompliance with the provisions of our sale
274、s agreements by them.Any noncompliance by our dealers could,among other things,negatively affect ourbrand reputation,demands for our products and our relationships with other dealers.Any of these could have a material and adverse effect on ourbusiness,financial condition,results of operations and pr
275、ospects.Default in payment by clients that have large account receivable balances could adversely impact our cash flows,working capital,results of operationsand financial condition.Our net accounts receivable balance was$1,052,748 and$1,408,308 as of June 30,2022 and 2021.We are subject to the risk
276、that we may be unable to collect accounts receivable in a timely manner,or at all.Such risk was higher as a result of theoutbreak of COVID-19 resulting in financial difficulties for certain of our dealers.We extended credit terms to certain dealers during the pandemic as partof our support for deale
277、rs.As a result,our dealers may not be able to pay us in a timely fashion and our accounts receivable and allowance for doubtfulaccounts may accordingly increase.Our liquidity and cash flows from operations may be adversely affected if our accounts receivable cycles orcollections periods lengthen or
278、if we encounter a material increase in defaults of payment of our account receivable.19 In order to mitigate such risks,we conduct rigorous due diligence checks on the dealers and regularly assess the creditworthiness of corporate accountclients.However,these mitigating efforts cannot ensure that we
279、 will be able to collect accounts receivable.If the accounts receivable cannot be collectedin time,or at all,a significant amount of bad debt expense will occur,and our business,financial condition and results of operation will likely bematerially and adversely affected.We may be subject to product
280、liability claims if people or properties are harmed by our products and we may be compelled to undertake product recallsor take other actions,which could adversely affect our brand image and results of operations.We are subject to product liability claims for our sold products.As a result,sales of s
281、uch products could expose us to product liability claims relating topersonal injury or property damage and may require product recalls or other actions.Third parties subject to such injury or damage may bring claims orlegal proceedings against us as the manufacturer of the products.In the future,we
282、may at various times,voluntarily or involuntarily,initiate a recall if anyof our products,including any systems or parts sourced from our suppliers,prove to be defective or noncompliant with applicable laws and regulations.Such recalls,whether voluntary or involuntary or caused by systems or compone
283、nts engineered or manufactured by us or our suppliers,could involvesignificant expense and could adversely affect our brand image in our target markets,as well as our business,prospects,financial condition and results ofoperations.The e-bicycles,e-moped,e-tricycles,and off-highway four-wheeled elect
284、ric shuttles,and solutions development for automotive electronics industriesexperience significant product liability claims and we face inherent risk of exposure to claims in the event our products do not perform as expected ormalfunction resulting in property damage,personal injury or death.A succe
285、ssful product liability claim against us could require us to pay a substantialmonetary award.Moreover,a product liability claim could generate substantial negative publicity about our products and business and inhibit or preventcommercialization of our future products which would have material adver
286、se effect on our brand,business,prospects and operating results.As of the dateof this prospectus,we do not maintain any insurance to cover product liability claims.Any insurance coverage might not be sufficient to cover all potentialproduct liability claims.Any lawsuit seeking significant monetary d
287、amages may have a material adverse effect on our reputation,business and financialcondition.We generally provide various warranties on different components and parts of our products to the dealers.In China,we provide extended quality warrantyto our users for terms varying from three months to one ye
288、ar,excluding the vulnerable parts subject to certain conditions,among others,including thatwarranty only applies to normal use and quality issues.The occurrence of any material defects in our products could make us liable for damages andwarranty claims in excess of our current reserves.In addition,w
289、e could incur costs to correct any defects,warranty claims or other problems,includingcosts related to product recalls.Any negative publicity related to the perceived quality of our products could affect our brand image,retailers,dealers andcustomer demands,and adversely affect our operating results
290、 and financial condition.While our warranty is limited to repairs and returns,warranty claimsmay result in litigation,the occurrence of which could adversely affect our business and operating results.20 Our products are subject to safety and other standards issued by the Chinese regulatory authoriti
291、es and failure to satisfy such mandated standardswould have a material adverse effect on our business and operating results.Our products must comply with the safety standards of the market where they are sold.In China,electric vehicles must meet or exceed all mandated safetystandards,including natio
292、nal level and local level standards.It is required under these standards to conduct rigorous testing and use approved materialsand equipment.Electric bicycles must meet the safety requirements set out in the Safety Technical Specification for Electric Bicycle(GB17761-2018),or the ElectricBicycle Sta
293、ndard,which was jointly issued by the State Administration for Market Regulation and the National Standardization Administration of Chinaon May 15,2018 and came into effect on April 15,2019.Electric vehicles,as one type of the power-driven vehicles,must also meet the safetyrequirements set out in th
294、e Technical Specifications for Safety of Power-Driven Vehicles Operating on Roads(GB7258-2017),which was jointly issued bythe AQSIQ and National Standardization Administration of China on September 29,2017 and took effect in January 1,2018.Furthermore,the SafetySpecifications for Electric Motorcycle
295、s and Electric Mopeds(GB24155-2020),which issued by the State Administration for Market Regulation and theNational Standardization Administration of China in May 2020 and became effective on January 1,2021,also stipulates some specific safety requirementsfor electric motorcycles.There is no guarante
296、e that our products will satisfy the relevant standard and requirements for electric bicycles or motorcycles,and we may be required to satisfy additional industry standards and face regulation changes relating to electric bicycle and motorcycle business in thefuture.If our models were found to be in
297、 non-compliance of relevant laws and regulations,the models in question would be prohibited from being sold inthe Chinese market,which would in turn materially and adversely affect our sales and revenue,and cause damage to our brand and result in liabilities.Furthermore,the electric bicycles and mot
298、orcycles must pass various tests,undergo a certification process and finally be affixed with China CompulsoryCertification,or CCC,prior to being delivered from the factory,being sold,or being used in any commercial case,and such certification is also subject toperiodic renewal.On March 14,2019,the O
299、pinions of the State Administration for Market Regulation,the MITT and the Ministry of Public Security onIntensifying Supervision of the Execution of National Standards for Electric Bicycles,or the Opinions,was promulgated.The Opinions provide that themarket supervision department should strengthen
300、the management of CCC certification for electric bicycles,strengthen inspections of certificationagencies and manufacture enterprises,and should only allow vehicles that meet the Electric Bicycle Standards and obtained CCC certification flowing intothe market.We have obtained CCC certification for a
301、ll of our current products,and will try to obtain CCC certification for our future products.There is noguarantee,however,that all series of our products will always comply with the CCC standard and satisfy the requirements of CCC certification,or that wewill be able to renew our current certificatio
302、n or certify timely our new products in the future.If our products were found to be in non-compliance with theCCC standard,we would be prohibited from selling electric vehicles in the Chinese market,which would in turn materially and adversely affect our salesand revenue,and cause damage to our bran
303、d and result in liabilities.21 We may not be able to prevent others from unauthorized use of our intellectual property,which could harm our business and competitive position.We consider our copyrights,trademarks,trade names,internet domain names,patents and other intellectual property rights invalua
304、ble to our ability tocontinue to develop and enhance our brand recognition.We have invested significant resources to develop our own intellectual property.Failure tomaintain or protect these rights could harm our business.We rely on a combination of patents,patent applications,trade secrets,includin
305、g know-how,copyright laws,trademarks,intellectual property licenses,contractual rights and any other agreements to establish and protect our proprietary rights in ourtechnology.In addition,we enter into confidentiality and non-disclosure agreements with our employees and business partners.See“Busine
306、ssIntellectual Property.”Statutory laws and regulations are subject to judicial interpretation and enforcement and may not be applied consistently due to thelack of clear guidance on statutory interpretation.Contractual rights may be breached by counterparties,and there may not be adequate remedies
307、availableto us for any such breach.The measures we take to protect our intellectual property rights may not be sufficient or adequate to prevent infringement on or misuse of our intellectualproperty.Any unauthorized use of our intellectual property by third parties may adversely affect our current a
308、nd future revenues and our reputation.Preventing unauthorized uses of intellectual property rights could be difficult,costly and time-consuming,particularly in China.Litigation may benecessary to enforce our intellectual property rights.Initiating infringement proceedings against third parties can b
309、e expensive and time-consuming,anddivert managements attention from other business concerns.We may not prevail in litigation to enforce our intellectual property rights againstunauthorized use.Furthermore,the practice of intellectual property rights enforcement by the PRC regulatory authorities is s
310、ubject to significantuncertainty.We may have to resort to litigation to protect our intellectual property rights.Failure to adequately protect our intellectual property could harmour brand name and materially affect our business and results of operations.22 The effects of the COVID-19 pandemic restr
311、iction policy in China may have a material adverse effect on our business.In March 2020,the World Health Organization categorized COVID-19 as a pandemic.The spread of the outbreak has caused significant disruptions in theU.S.and global economies,and the impact may continue to be significant during t
312、he 2023 calendar year and potentially beyond.We are subject to risksand uncertainties as a result of the COVID-19 pandemic.We continue to evaluate the global risks and the slowdown in business activity related toCOVID-19,including the dynamic COVID-Zero policy in China and its potential impacts on o
313、ur employees,customers,dealers,suppliers and financialresults.The dynamic COVID-Zero policy implemented by local governments in China had a material negative impact on our business and financialcondition in 2022.From January 1,2022 to December 1,2022,there were outbreaks of the Omicron variant of th
314、e COVID-19 and the local governmentsplaced lockdowns and mass testing policies in most cities in China,where our dealers and suppliers operate.The travel restrictions,mandatory COVID-19tests,quarantine requirements and temporary closure of factories and facilities were imposed by local governments i
315、ncluding but not limited to Tianjin,Beijing,Guangzhou,Shanghai,and Wuxi in 2022.Shanghai,the economic and logistics center in Yangtze River Delta,was subject to lock-down fromApril to July 2022,which resulted in severe impacts to our operations in Wuxi,hundreds miles from Shanghai.Our Tianjin factor
316、y is located in WuqingDistrict,Tianjin,close to Beijing.The continuous travel restrictions,mass nucleic acid testing requirements,and other pandemic prevention and controlmeasures negatively impacted the operations of our Tianjin factory in 2022.In particular,the continued spread of COVID-19 and eff
317、orts to contain thevirus could:impair our ability to manage day-to-day service and product delivery;interrupt our ability to manage the supply chain;continue to impact end users demand of our businesses products;cause disruptions in or closures of our operations or those of our dealers and suppliers
318、;increase our costs due to emergency measures,delayed payments from dealers and uncollectible accounts;cause delays and disruptions in the supply chain resulting in disruptions in the commercial operation of our businesses;cause limitations on our employees ability to work and travel;impact the avai
319、lability of qualified personnel;and cause other unpredictable events.In December 2022,the Chinese government announced that it will be downgrading its management of COVID-19 as of January 8,2023,rolling backsome of its stringent anti-COVID-19 restrictions.Those who are infected with mild symptoms an
320、d close contacts are now allowed to quarantine at home.Since December 2022,China has been facing a rapid surge in COVID-19 cases.With labor force being infected and not able to work,we may experiencea shortage of labor due to the increase of positive cases in China because of the rolling back of the
321、se restrictions.We will continue to monitor the impactson our business and operations caused by the changing COVID-19 restrictions.Due to the evolving and uncertain nature of this event,we cannot predict at this time the full extent to which the COVID-19 pandemic and the COVID-19prevention policy im
322、plemented by the Chinese government will adversely impact our business,results,and financial condition.We are staying in closecommunication with our employees,dealers and suppliers,and acting to mitigate the impact of this dynamic and evolving situation,but there is noguarantee we will be able to do
323、 so.We may need to defend ourselves against patent,trademark or other proprietary rights infringement claims,which may be time-consuming and wouldcause us to incur substantial costs.Companies,organizations or individuals,including our competitors,may hold or obtain patents,trademarks or other propri
324、etary rights that would prevent,limit or interfere with our ability to make,use,develop,sell or market our products,and solutions development for automotive electronics,which couldmake it more difficult for us to operate our business.From time to time,we may receive communications from holders of pa
325、tents or trademarks regardingtheir proprietary rights.Companies holding patents or other intellectual property rights may bring suits alleging infringement of such rights or otherwiseassert their rights and urge us to take licenses.Our applications and uses of patents and trademarks relating to our
326、design,software or artificial intelligencetechnologies could be found to infringe upon existing patents and trademark ownership and rights.Additionally,we may fail to own or apply for key trademarks in a timely fashion,or at all,which may damage our reputation and brand.Additionally,wereceive from t
327、ime-to-time letters alleging infringement of patents,trademarks or other intellectual property rights by us.If the similar trademark were topass the preliminary review by the PRC regulatory authorities,we plan to contest against the application decision in question during the announcementperiod.As o
328、ur patents may expire and may not be extended,our patent applications may not be granted and our patent rights may be contested,circumvented,invalidated or limited in scope,our patent rights may not protect us effectively.As of July 31,2022,we have two trademarks covering relevant goods/services in
329、China.As of August 26,2022,we own 29 trademarks such as“LOBOEV,”WEIQI,”“Jinbang”and“youbang”in the 12th category,vehicle segment,16 3C qualification certificates,and 9 registered patents,12copyrights,and three patent applications in China.For our pending applications,we cannot assure you that we wil
330、l be granted patents pursuant to ourpending applications.Even if our patent applications succeed and we are issued patents in accordance with them,it is still uncertain whether these patentswill be contested,circumvented or invalidated in the future.In addition,the rights granted under any issued pa
331、tents may not provide us with proprietary protection or competitive advantages.The claims under anypatents that issue from our patent applications may not be broad enough to prevent others from developing technologies that are similar or that achieveresults similar to ours.It is also possible that t
332、he intellectual property rights of others will bar us from licensing and from exploiting any patents that areissued from our pending applications.Numerous patents and pending patent applications owned by others exist in the fields in which we have developedand are developing our technology.These pat
333、ents and patent applications might have priority over our patent applications and could subject our patentapplications to invalidation.Finally,in addition to those who may claim priority,any of our existing or pending patents may also be challenged by otherson the basis that they are otherwise invalid or unenforceable.23 We may be materially and adversely affected by negative publicity.We rely hea