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1、F-1 1 d403554df1.htm FORM F-1Table of ContentsAs filed with the U.S.Securities and Exchange Commission on March 31,2023Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 XUHANG HOLDINGS LIMITED(Exact n

2、ame of registrant as specified in its charter)Cayman Islands 7310 Not Applicable(State or other jurisdiction of incorporation or organization)(Primary Standard Industrial Classification Code Number)(I.R.S.Employer Identification Number)Building 2,Shangtanghe 198 Cultural and Creative Park,198 Shenba

3、n RoadGongshu District,Hangzhou City,Zhejiang ProvinceThe Peoples Republic of China,310000+86-(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168800-221-0102(N

4、ame,address,including zip code,and telephone number,including area code,of agent for service)With a Copy to:Ying Li,Esq.Lisa Forcht,Esq.Hunter Taubman Fischer&Li LLC 950 Third Avenue,19th Floor New York,NY 10022 212-530-2206 David Danovitch,Esq.Angela Gomes,Esq.Sullivan&Worcester LLP1633 BroadwayNew

5、 York,NY 10019212-660-3060 Approximate date 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 Securit

6、ies Act of 1933 check thefollowing box.If 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 and list the SecuritiesAct registration statement number of the earlier effective registration statement for t

7、he same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering.If this Form is a post-effective am

8、endment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registrationstatement 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

9、in Rule 405 of the Securities Act of 1933.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 elected not to use theextended transition period for complying with any new or revised finan

10、cial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its Accounting StandardsCodification after April 5,2012.The Registrant hereby amends

11、 this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file afurther amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)of the SecuritiesAct,or un

12、til the registration statement shall become effective on such date as the Securities and Exchange Commission,acting pursuant to such Section 8(a),may determine.Table of ContentsThe information in this prospectus is not complete and may be changed.We may not sell the securities until the registration

13、statement filed with the Securities and Exchange Commission is effective.This preliminary prospectus is not an offer to sellthese securities and it is not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is notpermitted.SUBJECT TO COMPLETIONPRELIMINARY PROSPE

14、CTUS DATED MARCH 31,2023 Ordinary Shares XUHANG HOLDINGS LIMITEDThis is an initial public offering on a firm commitment basis of our ordinary shares,par value US$0.002 per share(“Ordinary Shares”).Prior to this offering,there hasbeen no public market for our Ordinary Shares.We expect the initial pub

15、lic offering price to be in the range of US$to US$per Ordinary Share.The offering isbeing made on a“firm commitment”basis by the underwriters.See“Underwriting.”We have applied to list our Ordinary Shares on the Nasdaq Global Select Market(“Nasdaq”)under the symbol“SUNH”.At this time,Nasdaq has not y

16、et approved our application to list our Ordinary Shares.The closing of this offering is conditionedupon Nasdaqs final approval of our listing application,and there is no guarantee or assurance that our Ordinary Shares will be approved for listing on Nasdaq.Investing in our Ordinary Shares involves a

17、 high degree of risk,including the risk of losing your entire investment.See“Risk Factors”beginning on page 22 toread about factors you should consider before buying our Ordinary Shares.Unless otherwise stated,as used in this prospectus,the terms“we,”“us,”“our,”“Xuhang Cayman,”“our Company,”and the“

18、Company”refer to XUHANGHOLDINGS LIMITED,a Cayman Islands exempted company;“Xuhang BVI”refers to XUHANG LTD,a company formed under the laws of the British Virgin Islands,which is wholly owned by Xuhang Cayman;“Xuhang HK”refers to XUHANG(HK)LIMITED,a Hong Kong corporation and a wholly owned subsidiary

19、 of XuhangBVI;“Xuhang Network”refers to Hangzhou Xuhang Network Technology Co.,Ltd.,a limited liability company organized under the laws of the Peoples Republic ofChina(the“PRC”),which is wholly owned by Xuhang HK;and the terms“Huzhou Yinzhiya”and“Wuhan Yinzhiya”refer to Huzhou Yinzhiya Network Tech

20、nologyCo.,Ltd.,and Wuhan Yinzhiya Network Technology Co.,Ltd.,respectively,both limited liability companies organized under the laws of the PRC that are wholly ownedby Xuhang HK.We are a holding company incorporated in the Cayman Islands with no material operations of our own and are not a Chinese o

21、perating company.As a result,we conductsubstantially all of our operations through our operating entities established in the PRC.The Ordinary Shares offered in this prospectus are shares of the Cayman Islandsholding company instead of shares of our operating entities in the PRC.Holders of our Ordina

22、ry Shares do not directly own any equity interests in our PRC subsidiaries,but will instead own shares of a Cayman Islands holding company.The Chinese regulatory authorities could disallow our corporate structure,which would likely resultin a material change in our operations and/or a material chang

23、e in the value of our Ordinary Shares,including that it could cause the value of our Ordinary Shares tosignificantly decline or become worthless.See“Risk FactorsRisks Relating to Doing Business in the PRCChinese regulatory authorities could disallow our holdingcompany structure,which may result in a

24、 material change in our operations and/or a material change in the value of the securities we are registering for sale,includingthat it could cause the value of such securities to significantly decline or become worthless.”We are subject to certain legal and operational risks associated with busines

25、s operations of our PRC subsidiaries being based in China,which could cause the value of oursecurities to significantly decline or become worthless.Applicable PRC laws and regulations governing such current business operations are sometimes vague anduncertain,and as a result these risks may result i

26、n material changes in the operations of our PRC subsidiaries,significant depreciation or a complete loss of the value ofour Ordinary Shares,or a complete hindrance of our ability to offer,or continue to offer,our securities to investors.Recently,the PRC government adopted a series ofregulatory actio

27、ns and issued statements to regulate business operations in China with little advance notice,including cracking down on illegal activities in the securitiesmarket,adopting new measures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.On December 28,

28、2021,13 governmental departments of the PRC,including the Cyberspace Administration of China(the“CAC”),issued the Cybersecurity Review Measures,which becameeffective on February 15,2022.As of the date of this prospectus,neither we nor our subsidiaries have been involved in any investigations on cybe

29、rsecurity reviewinitiated by any PRC regulatory authority,nor has any of them received any inquiry,notice,or sanction related to cybersecurity review under the Cybersecurity ReviewMeasures.As confirmed by our PRC counsel,AllBright Law Offices Hangzhou Office(“AllBright”),we are not subject to cybers

30、ecurity review or network data securityreview by the CAC under the Cybersecurity Review Measures,or if the draft Regulations on the Network Data Security Administration(Draft for Comments)(the“Security Administration Draft”)are enacted as proposed,since our PRC subsidiaries are not critical informat

31、ion infrastructure operators(“CIIOs”)or online platformoperators with personal information of more than one million users.See“Risk FactorsRisks Relating to Doing Business in the PRCRecent greater oversight by theCAC over data security,particularly for companies seeking to list on a foreign exchange,

32、could adversely impact our PRC subsidiaries business and our offering.”As ofthe date of this prospectus,neither we nor our subsidiaries have received any inquiry,notice,warning,or sanction regarding our overseas listing from the ChinaSecurities Regulatory Commission(the“CSRC”)or any other PRC govern

33、mental authorities.Since these statements and regulatory actions are newly published,however,official guidance and related implementation rules have not been issued.It is highly uncertain what the potential impact such modified or new laws andregulations will have on the daily business operations of

34、 our subsidiaries,our ability to accept foreign investments,and our listing on a U.S.exchange.The StandingCommittee of the National Peoples Congress(the“SCNPC”)or PRC regulatory authorities may in the future promulgate laws,regulations,or implementing rules thatrequire us and our subsidiaries to obt

35、ain regulatory approval from Chinese authorities before listing in the U.S.The same legal and operational risks associated with operations in China also apply to operations in Hong Kong.Hong Kong was established as a special administrativeregion of the PRC in accordance with Article 31 of the Consti

36、tution of the PRC.The Basic Law of the Hong Kong Special Administrative Region of the PRC(the“BasicLaw”)was adopted and promulgated on April 4,1990 and became effective on July 1,1997,when the PRC resumed the exercise of sovereignty over Hong Kong.Pursuant to the Basic Law,Hong Kong is authorized by

37、 the National Peoples Congress of the PRC to exercise a high degree of autonomy and enjoy executive,legislative,and independent judicial power,under the principle of“one country,two systems,”and the PRC laws and regulations shall not be applied in Hong Kongexcept for those listed in Annex III of the

38、 Basic Law(which is confined to laws relating to national defense,foreign affairs,and other matters that are not within thescope of autonomy).However,there is no assurance that there will not be any changes in the economic,political,and legal environment in Hong Kong in the future.Dueto the uncertai

39、nty of the PRC legal system and changes in laws,regulations,or policies,the Basic Law may be revised in the future,and thus,we and our subsidiariesmay face the same legal and operational risks associated with operating in the PRC.If there is a significant change to current political arrangements bet

40、ween mainlandChina and Hong Kong,or if the applicable laws,regulations,or interpretations change,our Hong Kong subsidiarieswhich include Xuhang HK and Hong Kong LehuiNetwork Technology Co.,Ltd.(“HK Lehui”)may become subject to PRC laws or authorities.As a result,our Hong Kong subsidiaries could incu

41、r material costs toensure compliance,be subject to fines,experience devaluation of securities or delisting,no longer conduct offerings to foreign investors,and no longer be permitted tocontinue their current business operations.The main legislation in Hong Kong concerning data security is the Person

42、al Data(Privacy)Ordinance(Cap.486 of the Lawsof Hong Kong)(the“PDPO”),which regulates the collection,usage,storage,and transfer of personal data and imposes a statutory duty on data users to comply with thesix data protection principles contained therein.As of the date of this prospectus,we confirm

43、that we and each of our Hong Kong subsidiaries have complied with thelaws and requirements in respect of data security in Hong Kong.However,the laws on cybersecurity and data privacy are constantly evolving and can be subject tovarying interpretations,resulting in uncertainties about the scope of ou

44、r responsibilities in that regard.Failure to comply with the cybersecurity and data privacyrequirements in a timely manner,or at all,may subject us or our Hong Kong subsidiaries to consequences,including government enforcement actions and investigations,fines,penalties,and suspension or disruption o

45、f our Hong Kong subsidiaries operations.In addition,the Competition Ordinance(Cap.619 of the Laws of Hong Kong)prohibits and deters undertakings in all sectors from adopting anti-competitive conduct which has the object or effect of preventing,restricting,or distorting competitionin Hong Kong.It pro

46、vides for general prohibitions in three major areas of anti-competitive conduct described as the first conduct rule,the second conduct rule,and themerger rule.As of the date of this prospectus,we and our Hong Kong subsidiaries have complied with all three areas of anti-competition laws and requireme

47、nts in HongKong.As confirmed by our Hong Kong counsel,Ince&Co,neither the data security nor antimonopoly laws and regulations in Hong Kong restrict our ability to acceptforeign investment or impose limitation on our ability to list on any U.S.stock exchange under Hong Kong laws and regulations.See“R

48、isk FactorsRisks Relating toDoing Business in the PRCSome of our subsidiaries are subject to various evolving Hong Kong laws and regulations regarding data security or antimonopoly,whichcould subject them to government enforcement actions and investigations,fines,penalties,and suspension or disrupti

49、on of their operations.”In addition,our Ordinary Shares may be prohibited from trading on a national exchange under the Holding Foreign Companies Accountable Act(the“HFCA Act”),ifthe Public Company Accounting Oversight Board(United States)(the“PCAOB”)is unable to inspect our auditors for three conse

50、cutive years beginning in 2022.OnTable of ContentsDecember 16,2021,the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firmsheadquartered in mainland China and in Hong Kong,because of positions taken by PRC authori

51、ties in those jurisdictions.Our auditor is headquartered in San Mateo,California,and has been inspected by the PCAOB on a regular basis,with the last inspection in October 2019.The PCAOB currently has access to inspect the workingpapers of our auditor and our auditor is not subject to the determinat

52、ions announced by the PCAOB on December 16,2021.If trading in our Ordinary Shares isprohibited under the HFCA Act in the future because the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time,Nasdaq maydetermine to delist our Ordinary Shares and trading in ou

53、r Ordinary Shares could be prohibited.On August 26,2022,the CSRC,the Ministry of Finance of the PRC(the“MOF”),and the PCAOB signed a Statement of Protocol(the“Protocol”),governing inspections and investigations of accounting firms based in mainland China andHong Kong,taking the first step toward ope

54、ning access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland Chinaand Hong Kong.Pursuant to the fact sheet with respect to the Protocol disclosed by the U.S.Securities and Exchange Commission(the“SEC”),the PCAOB shall haveindependent discretion to

55、 select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.On December 15,2022,the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered inm

56、ainland China and Hong Kong and voted to vacate its previous determinations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitatethe PCAOBs access in the future,the PCAOB Board will consider the need to issue a new determination.On June 22,2021,the U.S.Senate passed

57、 the AcceleratingHolding Foreign Companies Accountable Act,and on December 29,2022,legislation entitled“Consolidated Appropriations Act,2023”(the“ConsolidatedAppropriations Act”)was signed into law by President Biden,which contained,among other things,an identical provision to the Accelerating Holdi

58、ng ForeignCompanies Accountable Act and amended the HFCA Act by requiring the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor isnot subject to PCAOB inspections for two consecutive years instead of three,thus reducing the time period for triggering the de

59、listing of our Company and theprohibition of trading in our securities if the PCAOB is unable to inspect our accounting firm at such future time.See“Risk FactorsRisks Relating to Doing Businessin the PRCRecent joint statement by the SEC and the PCAOB,rule changes by Nasdaq,and the HFCA Act all call

60、for additional and more stringent criteria to beapplied to emerging market companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.Thesedevelopments could add uncertainties to our continued listing or future offerings of our sec

61、urities in the U.S.”As of the date of this prospectus,none of our subsidiaries have made any dividends or distributions to our Company and our Company has not made any dividends ordistributions to our shareholders.We intend to keep any future earnings to finance the expansion of our business,and we

62、do not anticipate that any cash dividends will bepaid in the foreseeable future.If we determine to pay dividends on any of our Ordinary Shares in the future,as a holding company,we will be dependent on receipt offunds from Xuhang BVI,which is dependent on receipt of funds from Xuhang HK,which will i

63、n turn rely on payments made from Xuhang Network,Huzhou Yinzhiya,and Wuhan Yinzhiya,all of which are our PRC subsidiaries.However,as the PRC government imposes control over currency conversion,it has the authority to conductexchange transfer reviews,which may impose certain limitations on our abilit

64、y to transfer cash between our Company,our subsidiaries,and our investors,primarilyreflected in the following aspects:(i)we are restricted from providing capital or loans to our PRC subsidiaries,which may adversely affect the operations of our PRCsubsidiaries;(ii)our PRC subsidiaries may be restrict

65、ed from paying dividends to us;and(iii)if we are unable to obtain dividends from our PRC subsidiaries,it mayadversely impact our dividends distribution to investors.See“Summary of Risk Factors,”“Risk FactorsRisks Relating to Doing Business in the PRCPRCregulations relating to offshore investment act

66、ivities by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liability or penalties,limit our ability to inject capital into our PRC subsidiaries,limit our PRC subsidiaries ability to increase their registered capital or distribute profits to us,or mayotherwise

67、adversely affect us,”“Risk FactorsRisks Relating to Doing Business in the PRCPRC regulation of parent/subsidiary loans and direct investment byoffshore holding companies to PRC entities may delay or prevent us from using the proceeds of offshore offerings to make loans or additional capital contribu

68、tions to ourPRC subsidiaries,which could materially and adversely affect their liquidity and their ability to fund and expand their business,”and“Risk FactorsRisks Relating toDoing Business in the PRCGovernmental control of currency conversion may affect the value of your investment and our payment

69、of Dividends.”Further,to theextent cash or assets in the business are in the PRC/Hong Kong or a PRC/Hong Kong entity,the funds or assets may not be available to fund operations or for other useoutside of the PRC/Hong Kong,due to interventions in or the imposition of restrictions and limitations on t

70、he ability of our Company or our subsidiaries by the PRCgovernment to transfer cash or assets.There is no assurance the PRC government will not intervene in or impose restrictions on the ability of our Company or oursubsidiaries to transfer cash or assets.See“Prospectus SummaryDividends or Distribut

71、ions Made to Our Company and U.S.Investors and Tax Consequences,”“Prospectus SummaryBusiness OverviewSummary of Risk Factors,”and“Risk FactorsRisks Relating to Doing Business in the PRCTo the extent cash orassets in the business are in the PRC/Hong Kong or a PRC/Hong Kong entity,the funds or assets

72、may not be available to fund operations or for other use outside of thePRC/Hong Kong,due to interventions in or the imposition of restrictions and limitations on the ability of our Company or our subsidiaries by the PRC government totransfer cash or assets.”We have established controls and procedure

73、s for cash flows within our organization based on internal cash management policies established byour finance department,discussed,considered,and reviewed by the relevant departments in our Company,and approved by our Chairman of the Board of Directors.Specifically,our finance department supervises

74、cash management,following the instructions of our management.Our finance department is responsible for establishingour cash operation plan and coordinating cash management matters among our subsidiaries and departments.Each subsidiary and department initiates a cash request byputting forward a cash

75、demand plan,which explains the specific amount and timing of cash requested,and submitting it to our finance department.The financedepartment reviews the cash demand plan and prepares a summary for the management of our Company.Management examines and approves the allocation of cashbased on the sour

76、ces of cash and the priorities of the needs.Other than the above,we currently do not have other cash management policies or procedures that dictatehow funds are transferred.As of the date of this prospectus,no cash transfer or transfer of other assets has occurred between our Company and our subsidi

77、aries exceptthat during November and December 2022,Xuhang Cayman transferred an aggregate of US$151,945.44 to Xuhang HK for working capital purposes.See“ProspectusSummaryAsset Transfers Between Our Company and Our Subsidiaries,”“Prospectus SummaryDividends or Distributions Made to Our Company and U.

78、S.Investors and Tax Consequences,”and our audited consolidated financial statements for the years ended December 31,2020 and 2021 and our unaudited condensedconsolidated interim financial statements for the nine months ended September 30,2022.We are an“emerging growth company”as defined under the fe

79、deral securities laws and will be subject to reduced public company reporting requirements.Please readthe disclosures beginning on page 18 of this prospectus for more information.Per Share Total Without Over-Allotment Option Total With Over-Allotment Option Initial public offering price US$US$US$Und

80、erwriters discounts(1)US$US$US$Proceeds to our company before expenses(2)US$US$US$(1)Represents underwriting discounts equal to 4.82%of the gross proceeds from the sale of Ordinary Shares in this offering.(2)In addition to the underwriting discounts listed above,we have agreed to issue,upon closing

81、of this offering,warrants to Univest Securities,LLC,as representativeof the several underwriters(the“Representative”),exercisable commencing on the date of commencement of sales of Ordinary Shares in this offering for a period ofthree years,entitling the Representative to purchase 5%of the total num

82、ber of Ordinary Shares sold in this offering(including any Ordinary Shares sold as a resultof the exercise of the Representatives over-allotment option)at a per share price equal to 130%of the initial public offering price(the“Representatives Warrants”).The registration statement of which this prosp

83、ectus is a part also covers the Representatives Warrants and the Ordinary Shares issuable upon the exercise thereof.See“Underwriting”for additional information regarding total underwriter compensation.We have granted the Representative an option for a period of 30 days from the date of this prospect

84、us to purchase up to 15%of the total number of the OrdinaryShares to be offered by us pursuant to this offering(excluding Ordinary Shares subject to this option),solely for the purpose of covering over-allotments,if any,atthe public offering price less the underwriting discounts.If the Representativ

85、e exercises the option in full,the total underwriting discounts payable will be US$,based on an assumed public offering price of US$per Ordinary Share,which is the midpoint of the estimated initial public offering price range set forth on thecover page of this prospectus,and the total gross proceeds

86、 to us,before underwriting discounts and expenses,will be US$.The underwriters expect to deliver the Ordinary Shares against payment in U.S.dollars in New York,New York on or about,2023.Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body h

87、as approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.Prospectus dated,2023Table of ContentsTABLE OF CONTENTS Page PROSPECTUS SUMMARY 1 RISK FACTORS 22 DISCLOSURE REGARDING FORWARD-LOOKING STATE

88、MENTS 63 ENFORCEABILITY OF CIVIL LIABILITIES 64 USE OF PROCEEDS 66 DIVIDEND POLICY 67 CAPITALIZATION 69 DILUTION 70 CORPORATE HISTORY AND STRUCTURE 72 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 76 INDUSTRY 96 BUSINESS 105 REGULATIONS 135 MANAGEMENT 150 PRINC

89、IPAL SHAREHOLDERS 155 RELATED PARTY TRANSACTIONS 157 DESCRIPTION OF SHARE CAPITAL 164 SHARES ELIGIBLE FOR FUTURE SALE 180 MATERIAL INCOME TAX CONSIDERATION 182 UNDERWRITING 190 EXPENSES RELATING TO THIS OFFERING 196 LEGAL MATTERS 197 EXPERTS 197 WHERE YOU CAN FIND ADDITIONAL INFORMATION 197 INDEX TO

90、 CONSOLIDATED FINANCIAL STATEMENTS F-1 iTable of ContentsABOUT THIS PROSPECTUSWe and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in thisprospectus or in any free writing prospectuses prepared by us or on our behalf

91、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 give you.This prospectus is an offer to sell only the Ordinary Sharesoffered hereby,but only under circumstances and in jurisdictions where it is

92、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 the offer or sale is not qualified to do so or to any person to whom it isnot permitted to make such offer or sale.For the avoidance of doubt,no

93、offer or invitation to subscribe for Ordinary Shares is made to the public in theCayman Islands.The information contained in this prospectus is current only as of the date on the front cover of the prospectus.Our business,financialcondition,results of operations,and prospects may have changed since

94、that date.Neither we nor the underwriters have taken any action to permit a public offering of the Ordinary Shares outside the United States or to permit thepossession or distribution of this prospectus or any filed free-writing prospectus outside the United States.Persons outside the United States

95、who comeinto possession of this prospectus or any filed free writing prospectus must inform themselves about,and observe any restrictions relating to,theoffering of the Ordinary Shares and the distribution of this prospectus or any filed free-writing prospectus outside the United States.Conventions

96、that Apply to this ProspectusUnless otherwise indicated or the context requires otherwise,references in this prospectus to:“China”or the“PRC”are to the Peoples Republic of China;“conversion rates”are to the proportion of visitors who take action to go beyond the casual content view or web page visit

97、 and perform adesignated action by the marketer,such as downloading an app,signing up a new account,or making a purchase,to the number of total visitorswho viewed or clicked the marketing campaign.The calculation method of the conversion rate varies among marketing campaigns and depends onthe design

98、ated action that the marketers seek to achieve.For example,it may refer to the click-through rate as defined above,or the proportion ofvisitors who take specific actions,such as downloading an app,to the total number of visitors who clicked the marketing campaign;“cooperative accounts”are to we-medi

99、a accounts(i)that are not self-operated accounts(defined below)but(ii)over which we have theoperational or management authority through cooperative agreements with the accounts actual owners;“CPA”are to a performance-based pricing model where marketers are charged based on the number of designated a

100、ctions performed by the usersuch as download,installation,or registration;“CPC”are to a pricing model where marketers are charged based on the number of clicks on the advertisement,typically,a unit price is chargedfor each click;“CPM”are to a non-performance-based pricing model where marketers are c

101、harged on the basis of thousand impressions(defined below);“followers”are to fans who follow an account/publisher on digital media platforms such as social media platforms,short video platforms,livestreaming platforms,and e-commerce platforms,and references to the number of followers in this prospec

102、tus are to the simple sum of thefollowers of the relevant accounts on different digital media platforms,and therefore,a single fan may be included multiple times if the fanfollows more than one accounts across different digital media platforms;iiTable of Contents “GMV”are to gross merchandise value,

103、which represents the aggregate value of the merchandise ordered in the live KOL/KOC(defined below)sales services provided by our PRC subsidiaries,regardless of whether the merchandise is actually sold,delivered,or returned,and GMV does notrepresent our revenue;“impressions”are to non-action-based ex

104、posures in which an audience sees an advertisement(for example,an impression occurs any time a useropens an app or website and an advertisement is visible);“KOCs”are to key opinion customers;“KOLs”are to key opinion leaders;“live e-commerce”are to a form of digital commerce in which individuals,such

105、 as KOLs and KOCs,use social media platforms and live-streaming platforms to promote and sell products to their followers;“MCN institutions”are to for-profit organizations or entities that work with multiple channels and content creators on new media platforms(suchas WeChat,Weibo,and Douyin)in a mul

106、ti-channel network model,primarily by contracting with and incubating KOLs,as well as providingservices such as planning,positioning,content creation guidance,marketing,and seeking commercial endorsement opportunities for these KOLsand their new media accounts;“our we-media publisher base”are to we-

107、media accounts wholly or partially controlled by our PRC subsidiaries,including our self-operatedaccounts(defined below)and cooperative accounts;“Renminbi”or“RMB”are to the legal currency of China;“SDKs”are to software development kits,typically a set of software development tools that allows the cr

108、eation of applications;“self-operated accounts”are to we-media accounts(i)owned by our PRC subsidiaries or by MCN institutions registered thereunder,and(ii)overwhich our PRC subsidiaries have operational or management authority;“shares,”“Shares,”or“Ordinary Shares”are to the ordinary shares of Xuhan

109、g Cayman,par value US$0.002 per share;“the PRC subsidiaries”or“our PRC subsidiaries”are to Xuhang Network and its subsidiaries,Huzhou Yinzhiya,and Wuhan Yinzhiya;“U.S.dollars,”“US$,”or“dollars”are to the legal currency of the United States;“user traffic”are to the flow of audiences on media platform

110、s,such as social media platforms,live streaming platforms,and short video platforms;“we-media”are to a media form that allows everyone to spread information independently,and unlike traditional media,we-media does not relyon the centralization of informationspecifically,users of we-media could use m

111、edia platforms,including social media platforms,newsplatforms,live streaming platforms,and short video platforms,to share information and communicate with other users or followers in variousformat types,such as text,picture,audio,or video content;and “we-media account”or“we-media publisher”are to an

112、 online account,which is registered by the user on media platforms(websites or apps)including social media platforms,news platforms,live streaming platforms,and short video platforms,and publishes text,picture,audio,or videocontent to the public.Unless the context indicates otherwise,all information

113、 in this prospectus assumes no exercise by the Representative of its over-allotment option.iiiTable of ContentsPROSPECTUS SUMMARYThe following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed information and financialstatements included elsewhere in th

114、is prospectus.In addition to this summary,we urge you to read the entire prospectus carefully,especially therisks of investing in our Ordinary Shares,discussed under“Risk Factors,”before deciding whether to buy our Ordinary Shares.Unless otherwise indicated,all share numbers and per share numbers in

115、 this prospectus have been presented giving effect to a subdivision of eachof our existing issued and unissued shares of US$1.00 each at a ratio of 500-for-1 share approved by our shareholders and board of directors onDecember 2,2022(the“Subdivision”).Our Corporate StructureWe are a holding company

116、incorporated in the Cayman Islands and not a Chinese operating company.As a result,we conduct substantially all ofour operations through our operating entities established in the PRC.The Ordinary Shares offered in this prospectus are shares of the CaymanIslands holding company instead of shares of o

117、ur operating entities in the PRC.Holders of our Ordinary Shares do not directly own any equityinterests in our PRC subsidiaries,but will instead own shares of a Cayman Islands holding company.The Chinese regulatory authorities coulddisallow our corporate structure,which would likely result in a mate

118、rial change in our operations and/or a material change in the value of ourOrdinary Shares,including that it could cause the value of our Ordinary Shares to significantly decline or become worthless.See“Risk FactorsRisks Relating to Doing Business in the PRCChinese regulatory authorities could disall

119、ow our holding company structure,which may result in amaterial change in our operations and/or a material change in the value of the securities we are registering for sale,including that it could cause thevalue of such securities to significantly decline or become worthless.”The following diagram il

120、lustrates our corporate structure as of the date of this prospectus and upon the completion of this offering,assuming thesale of all of the Ordinary Shares we are offering based on an assumed initial public offering price of US$per share,which is the midpoint ofthe estimated range of the initial pub

121、lic offering price set forth on the cover page of this prospectus,and no exercise of the Representatives over-allotment option.For more details on our corporate history,please refer to“Corporate History and Structure.”1Table of ContentsNotes:all percentages reflect the equity interests held by each

122、of our shareholders.(1)Represents 21,012,915 Ordinary Shares held by TIAN HANG GROUP LIMITED,a British Virgin Islands company,which is 100%owned by XUHANG(BVI)LTD,which is 100%owned by Tianhang Xiao as of the date of this prospectus.(2)Represents 3,403,616 Ordinary Shares held by MIGHTY HUGE INVESTM

123、ENT LIMITED,which is 100%owned by XH FortuneSuccess Trust,a trust established under the laws of the Island of Jersey by Mr.Tianhang Xiao,managed by Trident Trust Company(HK)Limited,as trustee,with Mr.Tianhang Xiao being the trusts sole beneficiary as of the date of this prospectus.(3)Represents 1,94

124、8,622 Ordinary Shares held by Shanghai Qishu Enterprise Management Consulting L.P.,a PRC limited partnershipthat is 99%owned by Hangzhou Xuli Network Technology Limited,which is in turn 99%owned by Tianhang Xiao,as of the date ofthis prospectus.(4)Represents 3,078,562 Ordinary Shares indirectly held

125、 by Congcong Wei,the 100%owner of WCC CAPITAL LIMITED,as of thedate of this prospectus.(5)Represents an aggregate of 29,361,244 Ordinary Shares held by 33 shareholders,each one of which holds less than 5%of ourOrdinary Shares,as of the date of this prospectus.Significant subsidiaries of Xuhang Netwo

126、rk consist of the following entities:No.Name Place ofincorporation Date ofincorporationor acquisition Percentage of director indirect ownership Principalactivities1 Horgos Xumi Network Technology Co.,Ltd.PRC February 8,2017 100%Advertising design andproduction;technical services2 Horgos Pinyue Netwo

127、rk Technology Co.,Ltd.PRC November 10,2017 100%Advertising design andproduction;technical services;digitaladvertising services3 Hong Kong Lehui Network TechnologyCo.,Ltd.Hong Kong November 10,2017 100%Digital advertising services4 Horgos Weizan Network Technology Co.,Ltd.PRC November 13,2017 100%Mar

128、keting planning and Advertisingproduction5 Hangzhou Xingkong Internet CultureCommunication Co.,Ltd.PRC November 13,2020 100%Advertising design and production6 Hangzhou Jinting Conference Co.,Ltd.(“Hangzhou Jinting”)PRC November 13,2020 100%Conference services;cultural andartistic exchange activities

129、 planning7 Jiangxi Kuo Technology Co.,Ltd.(“JiangxiKuo”)PRC March 16,2020 100%Advertising production;graphic designand production8 Hangzhou Xingxiu Network TechnologyCo.,Ltd.PRC June 16,2021 51%Advertising production and technicalservices9 Jiangsu Xuhang New Economy TechnologyCo.,Ltd.PRC September 2

130、9,2020 80%Advertising production and technicalservices10 Qingdao Xuhang Digital New EconomyTechnology Co.,Ltd.PRC October 29,2020 61%Advertising production and technicalservices11 Shanghai Xumi Digital Technology Co.,Ltd.PRC March 19,2021 90%Advertising production and technicalservices12 Xiamen Xuha

131、ng Digital Technology Co.,Ltd.PRC April 1,2021 75%Marketing planning and advertisingproduction 2Table of ContentsNo.Name Place ofincorporation Date ofincorporationor acquisition Percentage of director indirect Principalactivities13 Shanghai Pinzhang Network TechnologyCo.,Ltd.PRC March 24,2021 51%Adv

132、ertising production and technicalservices14 Qingdao Pinzhang Network TechnologyCo.,Ltd.PRC April 15,2021 51%Advertising production and technicalservices15 Hangzhou Pusheng Network TechnologyCo.,Ltd.PRC August 25,2020 51%Advertising production and technicalservices16 Hangzhou Ruirong Network Technolo

133、gyCo.,Ltd.PRC February 7,2021 51%Advertising production and technicalservices17 Henan New Circle Network TechnologyCo.,Ltd.PRC January 17,2020 100%Advertising production and technicalservices18 Xuhang Shuzhiyun Technology(Hangzhou)Co.,Ltd.PRC June 2,2021 100%Technical services and consultation;adver

134、tisement production19 Xuhang Digital(Henan)Technology Co.,Ltd.PRC January 22,2021 51%Technical services and consultation20 Hangzhou Xiqi Cultural TourismTechnology Co.,Ltd.PRC May 12,2021 100%Technical services and consultation21 Yunnan Xumi Digital Technology Co.,Ltd.PRC July 2,2021 51%Marketing pl

135、anning and advertisingproduction22 Jiangxi Xuzhixing Technology Co.,Ltd.PRC July 19,2021 51%Marketing planning and advertisingproduction23 Shanghai Huihang Network TechnologyCo.,Ltd.PRC May 25,2021 51%Marketing planning and advertisingproduction24 Hangzhou Youyou Culture and TourismTechnology Co.,Lt

136、d.PRC July 14,2021 51%Marketing planning and advertisingproduction25 Anhui Jiayuan Information Technology Co.,Ltd.PRC April 14,2016 100%Advertising production and technicalservices26 Henan Xuhang Network Technology Co.,Ltd.PRC November 29,2019 99%Internet advertising services27 Wenzhou Xumi Network

137、Technology Co.,Ltd.PRC March 4,2020 100%Marketing planning and advertisingproduction28 Xumi(Fujian)Digital Technology Co.,Ltd.PRC February 8,2021 85%Advertising production and technicalservices29 Wuhan Xuhang Digital Technology Co.,Ltd.PRC October 27,2021 65%Digital cultural creative contentservices

138、;technical consultation30 Huangshan Xumi Digital Technology Co.,Ltd.PRC September 16,2021 90%Advertising design and production31 Wuxi Xumi Creative Technology Co.,Ltd.PRC September 10,2021 75%Marketing planning and advertisingproduction32 Yangzhou Xumi Digital Technology Co.,Ltd.PRC November 2,2021

139、56.7%Marketing planning and brandingmanagement33 Linyi Xumi Network Technology Co.,Ltd.PRC August 26,2021 60%Marketing planning and advertisingproduction34 Suzhou New Circle Network TechnologyCo.,Ltd.PRC July 29,2020 100%Technical services and consultation 3Table of ContentsNo.Name Place ofincorpora

140、tion Date ofincorporationor acquisition Percentage of director indirect Principalactivities35 Shanghai Xumi Digital Advertising Co.,Ltd.PRC November 9,2021 100%Advertising design and production36 Shanghai Suhang Digital Technology Co.,Ltd.PRC July 27,2021 51%Marketing planning and advertisingproduct

141、ion37 Hangzhou Xupai Technology Co.,Ltd.PRC December 21,2021 51%Technical services and consultation38 Shanghai Hexian Lianhai Technology GroupCo.,Ltd.PRC January 18,2022 51%Marketing planning and advertisingproduction39 Chengdu Xumi Digital Technology Co.,Ltd.PRC February 28,2022 80%Technical servic

142、es and consultation40 Hubei Xuhang Shuzhi Culture Co.,Ltd.PRC February 28,2022 90%Marketing planning and advertisingproduction41 Beijing Hexian Lianjing Technology Co.,Ltd.PRC March 31,2022 100%Advertising design and production42 Beijing Xuhangyi Visual Technology Co.,Ltd.PRC April 25,2022 51%Advert

143、ising design and production43 Beijing Yunjia Lianjing Network TechnologyCo.,Ltd.PRC January 11,2023 100%Marketing planning and advertisingproductionWe are subject to certain legal and operational risks associated with business operations of our PRC subsidiaries being based in China,which couldcause

144、the value of our securities to significantly decline or become worthless.Applicable PRC laws and regulations governing such currentbusiness operations are sometimes vague and uncertain,and as a result these risks may result in material changes in the operations of our PRCsubsidiaries,significant dep

145、reciation of the value of our Ordinary Shares,or a complete hindrance of our ability to offer,or continue to offer,oursecurities to investors.Recently,the PRC government adopted a series of regulatory actions and issued statements to regulate business operationsin China with little advance notice,in

146、cluding cracking down on illegal activities in the securities market,adopting new measures to extend thescope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.As of the date of this prospectus,neither we nor oursubsidiaries have been involved in any investigations on c

147、ybersecurity review initiated by any PRC regulatory authority,nor has any of themreceived any inquiry,notice,or sanction related to cybersecurity review under the Cybersecurity Review Measures.On December 28,2021,13governmental departments of the PRC,including the CAC,issued the Cybersecurity Review

148、 Measures,which became effective on February 15,2022.As confirmed by our PRC counsel,AllBright,we are not subject to cybersecurity review or network data security review by the CAC underthe Cybersecurity Review Measures or if the Security Administration Draft is enacted as proposed,because our PRC s

149、ubsidiaries are not CIIOs oronline platform operators with personal information of more than one million users.See“Risk FactorsRisks Relating to Doing Business in thePRCRecent greater oversight by the CAC over data security,particularly for companies seeking to list on a foreign exchange,could adver

150、selyimpact our PRC subsidiaries business and our offering.”As of the date of this prospectus,neither we nor our subsidiaries have received anyinquiry,notice,warning,or sanctions regarding our overseas listing from the CSRC or any other PRC governmental authorities.Since thesestatements and regulator

151、y actions are newly published,however,official guidance and related implementation rules have not been issued.It ishighly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our subsidiaries,our ability to accept foreign investm

152、ents,and our listing on a U.S.exchange.The SCNPC or PRC regulatory authorities may in the futurepromulgate laws,regulations,or implementing rules that require us and our subsidiaries to obtain regulatory approval from Chinese authorities forlisting in the U.S.If we do not receive or maintain the app

153、roval,or inadvertently conclude that such approval is not required,or applicable laws,regulations,or interpretations change such that we are required to obtain approval in the future,we may be subject to an investigation by competentregulators,fines or penalties,or an order prohibiting us from condu

154、cting an offering,and these risks could result in a material adverse change in our 4Table of Contentsoperations and the value of our Ordinary Shares,significantly limit or completely hinder our ability to offer or continue to offer securities toinvestors,or cause such securities to significantly dec

155、line in value or become worthless.The same legal and operational risks associated with operations in China also apply to operations in Hong Kong.Hong Kong was established as aspecial administrative region of the PRC in accordance with Article 31 of the Constitution of the PRC.The Basic Law of the Ho

156、ng Kong SpecialAdministrative Region of the PRC(the“Basic Law”)was adopted and promulgated on April 4,1990 and became effective on July 1,1997,whenthe PRC resumed the exercise of sovereignty over Hong Kong.Pursuant to the Basic Law,Hong Kong is authorized by the National PeoplesCongress of the PRC t

157、o exercise a high degree of autonomy and enjoy executive,legislative,and independent judicial power,under the principle of“one country,two systems,”and the PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the BasicLaw(which is confined to laws relati

158、ng to national defense,foreign affairs,and other matters that are not within the scope of autonomy).However,there is no assurance that there will not be any changes in the economic,political,and legal environment in Hong Kong in the future.Due to theuncertainty of the PRC legal system and changes in

159、 laws,regulations,or policies,the Basic Law may be revised in the future,and thus,we and oursubsidiaries may face the same legal and operational risks associated with operating in the PRC.If there is a significant change to current politicalarrangements between mainland China and Hong Kong,or if the

160、 applicable laws,regulations,or interpretations change,our Hong Kongsubsidiaries may become subject to PRC laws or authorities.As a result,our Hong Kong subsidiaries could incur material costs to ensurecompliance,be subject to fines,experience devaluation of securities or delisting,no longer conduct

161、 offerings to foreign investors,and no longer bepermitted to continue their current business operations.The main legislation in Hong Kong concerning data security is the PDPO,which regulatesthe collection,usage,storage,and transfer of personal data and imposes a statutory duty on data users to compl

162、y with the six data protectionprinciples contained therein.As of the date of this prospectus,we confirm that we and each of our Hong Kong subsidiaries have complied with thelaws and requirements in respect of data security in Hong Kong.However,the laws on cybersecurity and data privacy are constantl

163、y evolving andcan be subject to varying interpretations,resulting in uncertainties about the scope of our responsibilities in that regard.Failure to comply with thecybersecurity and data privacy requirements in a timely manner,or at all,may subject us or our Hong Kong subsidiaries to consequences,in

164、cluding,but not limited to,government enforcement actions and investigations,fines,penalties,and suspension or disruption of our Hong Kongsubsidiaries operations.In addition,the Competition Ordinance(Cap.619 of the Laws of Hong Kong)prohibits and deters undertakings in allsectors from adopting anti-

165、competitive conduct which has the object or effect of preventing,restricting,or distorting competition in Hong Kong.Itprovides for general prohibitions in three major areas of anti-competitive conduct described as the first conduct rule,the second conduct rule,andthe merger rule.As of the date of th

166、is prospectus,we and our Hong Kong subsidiaries have complied with all three areas of anti-competition lawsand requirements in Hong Kong.As confirmed by our Hong Kong counsel,Ince&Co,neither the data security nor antimonopoly laws andregulations in Hong Kong restrict our ability to accept foreign in

167、vestment or impose limitation on our ability to list on any U.S.stock exchangeunder Hong Kong laws and regulations.See“Risk FactorsRisks Relating to Doing Business in the PRCSome of our subsidiaries are subject tovarious evolving Hong Kong laws and regulations regarding data security or antimonopoly

168、,which could subject them to government enforcementactions and investigations,fines,penalties,and suspension or disruption of their operations.”In addition,our Ordinary Shares may be prohibited from trading on a national exchange under the HFCA Act if the PCAOB is unable to inspectour auditors for t

169、hree consecutive years beginning in 2022.On June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign CompaniesAccountable Act,and on December 29,2022,the Consolidated Appropriations Act was signed into law by President Biden,which contained,among other things,an identical provision to Acc

170、elerating Holding Foreign Companies Accountable Act,which reduces the number of consecutivenon-inspection years required for triggering the prohibitions under the HFCA Act 5Table of Contentsfrom three years to two.On December 16,2021,the PCAOB issued a report on its determinations that it is unable

171、to inspect or investigatecompletely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong,because of positions taken by PRCauthorities in those jurisdictions.Our auditor is headquartered in San Mateo,California,and has been inspected by the PCAOB on a regular basi

172、s,with the last inspection in October 2019.The PCAOB currently has access to inspect the working papers of our auditor and our auditor is notsubject to the determinations announced by the PCAOB on December 16,2021.If trading in our Ordinary Shares is prohibited under the HFCAAct in the future becaus

173、e the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time,Nasdaq may determine todelist our Ordinary Shares.On August 26,2022,the CSRC,the MOF,and the PCAOB signed the Protocol,governing inspections andinvestigations of accounting firms based in mainland Chin

174、a and Hong Kong,taking the first step toward opening access for the PCAOB to inspectand investigate registered public accounting firms headquartered in mainland China and Hong Kong.Pursuant to the fact sheet with respect to theProtocol disclosed by the SEC,the PCAOB shall have independent discretion

175、 to select any issuer audits for inspection or investigation and has theunfettered ability to transfer information to the SEC.On December 15,2022,the PCAOB Board determined that the PCAOB was able to securecomplete access to inspect and investigate registered public accounting firms headquartered in

176、 mainland China and Hong Kong and voted to vacateits previous determinations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate the PCAOBs access in thefuture,the PCAOB Board will consider the need to issue a new determination.See“Risk FactorsRisks Relating to Do

177、ing Business in the PRCRecent joint statement by the SEC and the PCAOB,rule changes by Nasdaq,and the HFCA Act all call for additional and more stringent criteria tobe applied to emerging market companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not

178、inspectedby the PCAOB.These developments could add uncertainties to our continued listing or future offerings of our securities in the U.S.”Business OverviewOur CompanyWe are a holding company incorporated in the Cayman Islands and not a Chinese operating company.As a holding company with no materia

179、loperations of our own,we conduct all of our operations primarily through our PRC subsidiaries.Our PRC subsidiaries are content-driven marketing service providers that offer a package of integrated marketing solutions across a broad range ofdistribution channels with a primary focus on new media con

180、tent marketing.Leveraging our PRC subsidiaries expertise in content production andoperation,extensive distribution channels,and cross-platform new media account base,our PRC subsidiaries aim to provide customers withefficient and effective integrated marketing solutions that address their marketing

181、needs in the context of the new media era.Customers utilize ourPRC subsidiaries marketing services to achieve their branding and marketing goals across multiple channels with a primary focus on we-mediaplatforms such as WeChat official accounts(微信公众号),Weibo(微博),Xiaohongshu(小红书),Toutiao(今日头条),Douyin(

182、抖音),Kuaishou(快手),and Baidu Baijiahao(百度百家号).As of October 31,2022,our PRC subsidiaries had delivered short videos and advertorials that generatedover 156 billion views in total;our PRC subsidiaries new media account base comprised 524 self-operated accounts and 491 cooperative accounts,which collect

183、ively reached approximately 207 million Internet followers.Customers of our PRC subsidiaries include large Internet platformcompanies and small-to medium-sized local businesses in all segments of urban life,including catering,entertainment,and travel.As ofDecember 31,2020 and 2021 and September 30,2

184、022,our PRC subsidiaries had a marketer base of 656,810,and 867,respectively.Currently,our PRC subsidiaries provide two categories of marketing services:(i)new media integrated content marketing services,which rely oncreating and distributing relevant,engaging,and valuable content in order to 6Table

185、 of Contentsattract and retain audiences to promote brands and sell products and services,and(ii)digital advertising services,which emphasize the need tochoose better-matched ad distribution channels with the target audience to maximize marketing effectiveness.Our PRC subsidiaries started their busi

186、ness in 2014 with digital advertising services,where they help marketerstypically app developers andoperators and advertising agents thereofoptimize their marketing efforts by identifying,engaging,and activating target audiences for useracquisition.Our PRC subsidiaries publish advertisements for the

187、ir customers products or services via their digital advertising channels,whichconsist primarily of mobile apps embedded with their distribution software development kit(the“Xuhang SDK-embedded Apps”).With theiranalysis and optimization capabilities in advertisement placement,their industry expertise

188、,and the distribution channel resources they haveaccumulated over the years,our PRC subsidiaries are able to provide customers with effective digital advertising services through better matchingthe products to be advertised with suitable distribution channels.Since 2017,our PRC subsidiaries have lau

189、nched and expanded their new media integrated marketing services that address the growing demands ofmarketers for social,entertaining,and trendy marketing content in the new media area.Specifically,our PRC subsidiaries new media integratedmarketing services are mainly composed of two modelsthe servi

190、ce-to-business(“S2B”)model and the service-to-platform(“S2P”)model.Forthe S2B business,our PRC subsidiaries provide customers with a package of new media integrated content marketing service solutionsspecifically,our PRC subsidiaries(i)provide creative marketing services to merchants and brands by p

191、roducing entertaining and trendy marketingcontent,such as promotional short videos and advertorials,and publishing them via their self-operated and cooperative we-media accounts;(ii)plan,organize,and implement live streaming events on behalf of marketers,such as e-commerce merchants and local busine

192、sses,for promotingtheir products or services on high-profile live streaming platforms,or provide them with new media live broadcast training services;and(iii)organize online and offline marketing activities for large brands,business centers,commercial complexes,and tourist attractions,based ontheir

193、needs for an“online-offline-linkage”marketing strategy.In addition,to supplement their new media integrated content marketing services,our PRC subsidiaries have recently developed affiliated businesses,which currently account for a small percentage of their total revenue,but areexpected to drive the

194、ir future growth.Specifically,our PRC subsidiaries(a)license self-developed software products and services to third-partybusiness,and(b)cooperate with cultural institutions,including museums and tourist attractions,such as Daming Palace National Heritage Park andHuashan Scenic Area,to help them issu

195、e,promote,and sell IP-related digital products that are becoming increasingly popular among young peopleon platforms such as Ali Auction(阿里拍卖),NetEase Planet(网易星球),and Xinhua Shucang(新华数藏).With respect to the S2P business,our PRC subsidiaries provide online traffic services to large Internet media p

196、latforms by generating or directinguser traffic to those media platforms through editing and producing captivating short videos from authorized TV dramas,movies,and varietyshows and posting such short videos on high-profile media platforms,such as Toutiao,Douyin,Xigua Video(西瓜视频),Baidu Baijiahao,Kua

197、ishou,Youku(优酷),Tencent Video(腾讯视频),and iQIYI(爱奇艺).As of September 30,2022,our PRC subsidiaries had an in-house newmedia content production and operation team consisting of 185 employees,including senior media professionals,senior marketers,or people withprofessional backgrounds in design,journalism

198、,and writing.This strong content team enables our PRC subsidiaries to consistently producecreative,entertaining,and interactive marketing content.With their in-depth industry insight and strong content production capabilities,our PRCsubsidiaries provide a package of multi-channel marketing solutions

199、 that address their customers different marketing needs.We believe that,withtheir extensive distribution channels and marketing methods,our PRC subsidiaries can maximize marketing effectiveness for their customerswithin their marketing budgets.Our PRC subsidiaries business has experienced rapid grow

200、th since their inception.For the years ended December 31,2020 and 2021 and the ninemonths ended September 30,2022,we had total revenue of 7Table of ContentsRMB350.9 million,RMB471.4 million(US$66.3 million),and RMB339.3 million(US$47.7 million),respectively,and net income of RMB44.7million,RMB69.2 m

201、illion(US$9.7 million),and RMB52.4 million(US$7.4 million),respectively.Revenue derived from new media integratedcontent marketing services accounted for approximately 46.4%,77.4%,and 87.5%of our total revenue for those years and period,respectively.Revenue derived from digital advertising services

202、accounted for approximately 53.6%,22.6%,and 12.5%of our total revenue for those years andperiod,respectively.For the years ended December 31,2020 and 2021 and the nine months ended September 30,2022,our cost of revenue wasRMB243.5 million,RMB329.9 million(US$46.4 million),and RMB221.2 million(US$31.

203、1 million),respectively.Competitive StrengthsWe believe the following competitive strengths are essential for our PRC subsidiaries success and differentiate them from their competitors:content-driven new media integrated marketing enabled by our PRC subsidiaries expertise in advertising idea creatio

204、n and contentproduction;capability of offering a package of integrated marketing solutions of various forms;diverse network of we-media accounts with hundreds of millions of followers;full stack technology solutions for new media businesses;business expansion mode through cooperation with local stat

205、e-owned enterprises;solid marketer base spanning a wide range of industries;and visionary and experienced management and business teams with strong technical and operational expertise.Growth StrategiesOur PRC subsidiaries intend to develop their business and strengthen brand loyalty by implementing

206、the following strategies:further expand our PRC subsidiaries business scale and secure new marketers;continue to invest in technology research and development to develop and commercialize new software systems and expand businessand profitability;further expand we-media resources;and pursue additiona

207、l strategic and financially attractive acquisitions.Corporate InformationOur principal executive offices are located at Building 2,Shangtanghe 198 Cultural and Creative Park,198 Shenban Rd,Gongshu District,Hangzhou City,Zhejiang Province,China,and our phone number is+86-.Our registered

208、office in the Cayman Islands is located atthe offices of Conyers Trust Company(Cayman)Limited,Cricket Square,Hutchins Drive,PO Box 2681,Grand Cayman KY1-1111,CaymanIslands,and the phone number of our registered office is+1 345 949 1040.We maintain a corporate website at .Theinformation contained in,

209、or accessible from,our website or any other website is not incorporated into,and does not constitute a part of thisprospectus or the registration statement of which it forms a part.Our agent for service of process in the United States is Cogency Global Inc.,located at 122 East 42nd Street,18th Floor

210、,New York,NY 10168.8Table of ContentsSummary of Risk FactorsInvesting in our Ordinary Shares involves significant 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

211、,organized under relevant headings.These risks arediscussed more fully in the section titled“Risk Factors.”Risks Relating to Doing Business in the PRC(for a more detailed discussion,see“Risk FactorsRisks Relating to Doing Business in the PRC”beginning on page 22 of this prospectus)We face risks and

212、uncertainties relating to doing business in the PRC in general,including,but not limited to,the following:changes in Chinas economic,political,or social conditions or government policies could have a material adverse effect on our PRCsubsidiaries business and operations(see page 22 of this prospectu

213、s);uncertainties in the interpretation and enforcement of PRC laws and regulations and changes in policies,rules,and regulations inChina,which may be quick with little advance notice,could limit the legal protection available to you and us(see page 23 of thisprospectus);you may experience difficulti

214、es in effecting service of legal process,enforcing foreign judgments,or bringing actions in China againstus or our management that reside outside the United States based on foreign laws.It may also be difficult for you or overseasregulators to conduct investigations or collect evidence within China(

215、see page 23 of this prospectus);given the Chinese governments significant oversight and discretion over the conduct of our PRC subsidiaries business,the Chinesegovernment may intervene or influence their operations at any time,which could result in a material change in our PRC subsidiariesoperations

216、 and/or the value of our Ordinary Shares(see page 24 of this prospectus);any actions by the Chinese government,including any decision to intervene or influence the operations of our PRC subsidiaries or toexert control over any offering of securities conducted overseas and/or foreign investment in Ch

217、ina-based issuers,may cause us tomake material changes to the operations of our PRC subsidiaries,may limit or completely hinder our ability to offer or continue tooffer securities to investors,and may cause the value of such securities to significantly decline or be worthless(see page 24 of thispros

218、pectus);recent greater oversight by the CAC over data security,particularly for companies seeking to list on a foreign exchange,couldadversely impact our PRC subsidiaries business and our offering(see page 25 of this prospectus);the Opinions recently adopted by the CSRC may cause additional complian

219、ce requirements in the future,and Announcement No.43subjects us to additional procedural and disclosure requirements for this listing(see page 26 of this prospectus);recent joint statement by the SEC and the PCAOB,rule changes by Nasdaq,and the HFCA Act all call for additional and morestringent crit

220、eria to be applied to emerging market companies upon assessing the qualification of their auditors,especially thenon-U.S.auditors who are not inspected by the PCAOB.These developments could add uncertainties to our continued listing or futureofferings of our securities in the U.S.(see page 26 of thi

221、s prospectus);to the extent cash or assets in the business are in the PRC/Hong Kong or a PRC/Hong Kong entity,the funds or assets may not beavailable to fund operations or for other use outside of the PRC/Hong Kong,due to interventions in or the imposition of restrictionsand limitations on the abili

222、ty of our Company or our subsidiaries by the PRC government to transfer cash or assets(see page 28 of thisprospectus);9Table of Contents increases in labor costs in the PRC may adversely affect our PRC subsidiaries business and profitability(see page 29 of thisprospectus);our PRC subsidiaries have n

223、ot made adequate social insurance and housing fund contributions for all employees as required by PRCregulations,which may subject them to penalties(see page 29 of this prospectus);PRC regulations relating to offshore investment activities by PRC residents may subject our PRC resident beneficial own

224、ers or ourPRC subsidiaries to liability or penalties,limit our ability to inject capital into our PRC subsidiaries,limit our PRC subsidiariesability to increase their registered capital or distribute profits to us,or may otherwise adversely affect us(see page 30 of thisprospectus);PRC regulation of

225、parent/subsidiary loans and direct investment by offshore holding companies to PRC entities may delay or preventus from using the proceeds of offshore offerings to make loans or additional capital contributions to our PRC subsidiaries,whichcould materially and adversely affect their liquidity and th

226、eir ability to fund and expand their business(see page 31 of this prospectus);fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment(see page 33 of this prospectus);under the PRC Enterprise Income Tax Law,we may be classi

227、fied as a PRC“resident enterprise”for PRC enterprise income taxpurposes.Such classification would likely result in unfavorable tax consequences to us and our non-PRC shareholders and have amaterial adverse effect on our results of operations and the value of your investment(see page 33 of this prosp

228、ectus);we face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holdingcompanies(see page 34 of this prospectus);our PRC subsidiaries are subject to restrictions on paying dividends or making other payments to us,which may have a materia

229、ladverse effect on our ability to conduct our business(see page 35 of this prospectus);governmental control of currency conversion may affect the value of your investment and our payment of dividends(see page 35 ofthis prospectus);there are significant uncertainties under the EIT Law relating to the

230、 withholding tax liabilities of our PRC subsidiaries,and dividendspayable by our PRC subsidiaries to our offshore subsidiaries may not qualify to enjoy certain treaty benefits(see page 36 of thisprospectus);if we become directly subject to the scrutiny,criticism,and negative publicity involving U.S.

231、-listed Chinese companies,we may haveto expend significant resources to investigate and resolve the matter which could harm our business operations,stock price,andreputation(see page 36 of this prospectus);according to Announcement No.43,this prospectus is required to be submitted as one of our Fili

232、ng Documents to the CSRC,whichmay lead to the CSRC requiring further amendments to the disclosure content of our SEC submission documents(see page 37 of thisprospectus);the approval of the CSRC may be required in connection with this offering under a regulation adopted in August 2006,and,ifrequired,

233、we cannot assure you that we will be able to obtain such approval,in which case we may face sanctions by the CSRC orother PRC regulatory agencies for failure to seek the CSRC approval for this offering(see page 37 of this prospectus);the M&A Rules and certain other PRC regulations establish complex

234、procedures for certain acquisitions of Chinese companies byforeign investors,which could make it more difficult for us to pursue growth through acquisitions in China(see page 38 of thisprospectus);and Chinese regulatory authorities could disallow our holding company structure,which may result in a m

235、aterial change in our operationsand/or a material change in the value of the securities we are 10Table of Contents registering for sale,including that it could cause the value of such securities to significantly decline or become worthless(see page 38of this prospectus).Risks Related to Our Business

236、 and Industry(for a more detailed discussion,see“Risk FactorsRisks Related to Our Business”beginning on page39 of this prospectus)Risks and uncertainties related to our business include,but are not limited to,the following:cutbacks on advertising budgets by marketers or failure to maintain and grow

237、our PRC subsidiaries marketer base could materiallyand adversely affect our business and financial condition(see page 39 of this prospectus);failure to retain existing marketers and new media accounts or attract and grow new marketers and new media accounts maynegatively impact our PRC subsidiaries

238、revenue and business(see page 40 of this prospectus);failure to maintain the quality of our PRC subsidiaries marketing content production may materially and adversely impact theirbusiness and financial condition(see page 40 of this prospectus);the regulatory environment of the new media integrated c

239、ontent marketing industry and the digital advertising industry is rapidlyevolving.If our PRC subsidiaries fail to obtain and maintain the requisite licenses and approvals applicable to their businesses inChina from time to time,their business,financial condition,and results of operations may be mate

240、rially and adversely affected(seepage 41 of this prospectus);regulation and censorship of information disseminated through we-media publishers and we-media platforms in the PRC mayadversely affect our PRC subsidiaries business(see page 41 of this prospectus);our PRC subsidiaries are subject to,and m

241、ay expend significant resources in defending against,government actions and civil claims inconnection with false,fraudulent,misleading,or otherwise illegal marketing content provided through our PRC subsidiaries services(see page 41 of this prospectus);our PRC subsidiaries are in the highly competit

242、ive new media integrated content marketing industry and the digital advertisingindustry,and may not be able to compete successfully against existing or new competitors,which could reduce their market share andadversely affect their competitive position and financial performance(see page 42 of this p

243、rospectus);our PRC subsidiaries rely on a number of digital media platforms to conduct their business.However,operators of the platforms maycurtail or inhibit their ability to use the platforms,or there may be material disruption of the platforms(see page 43 of this prospectus);our PRC subsidiaries

244、may be subject to product liability claims that could be costly and time-consuming(see page 43 of thisprospectus);our PRC subsidiaries may incur liability for counterfeit,unauthorized,illegal,or infringing products sold or misleading informationavailable through their live streaming sales(see page 4

245、4 of this prospectus);if our PRC subsidiaries fail to improve our services to keep up with the rapidly changing demand,preferences,or advertising trends inthe new media integrated content marketing industry or the digital advertising industry,their revenue and growth could be adverselyaffected(see p

246、age 44 of this prospectus);11Table of Contents if our PRC subsidiaries sustain cyber-attacks or other privacy or data security incidents that result in security breaches,they could besubject to increased costs,liabilities,reputational harm,or other negative consequences(see page 45 of this prospectu

247、s);our PRC subsidiaries may experience systems disruption,software defects,computer viruses and breakdowns,distributed denial ofservice attacks,or other hacking and phishing attacks on their systems(see page 45 of this prospectus);non-compliance with laws and regulations on the part of any third par

248、ties with which our PRC subsidiaries conduct business couldexpose our PRC subsidiaries to legal expenses,compensations to third parties,penalties,and disruption of their business,which mayadversely affect their results of operations and financial performance(see page 46 of this prospectus);seasonal

249、fluctuations in advertising activities could have a material impact on our revenue,cash flow,and operating results(see page46 of this prospectus);our PRC subsidiaries business is subject to complex and evolving laws and regulations in countries in addition to the PRC regardingprivacy,data protection

250、,and other matters.Many of these laws and regulations are subject to change and uncertain interpretation,andcould result in increased compliance cost,changes to our PRC subsidiaries business practices,increased operating costs,and otherharms to their business(see page 46 of this prospectus);our PRC

251、subsidiaries plan to continue expanding their operations globally so they may enter new international markets where theyhave more limited operating experience,and this may subject them to increased business,economic,and legal risks that could affecttheir financial results(see page 47 of this prospec

252、tus);our PRC subsidiaries may not effectively manage their growth,which could materially harm their business(see page 48 of thisprospectus);our PRC subsidiaries may not be able to obtain the additional capital they need in a timely manner or on acceptable terms,or at all(see page 48 of this prospect

253、us);our PRC subsidiaries financial condition and operating results may be adversely affected by epidemics,natural disasters,and othercatastrophes including but not limited to the novel coronavirus(COVID-19)(see page 48 of this prospectus);the ongoing COVID-19 pandemic in China may have a material ad

254、verse effect on our PRC subsidiaries business(see page 49 of thisprospectus);any negative publicity about our PRC subsidiaries,their services,and their management may materially and adversely affect theirreputation and business(see page 50 of this prospectus);our PRC subsidiaries may be subject to i

255、ntellectual property infringement claims,which may be expensive to defend and may disrupttheir business and operations(see page 50 of this prospectus);unauthorized use of our PRC subsidiaries intellectual property by third parties and expenses incurred in protecting our PRCsubsidiaries intellectual

256、property rights may adversely affect their business,reputation,and competitive edges(see page 50 of thisprospectus);if our PRC subsidiaries fail to manage their growth or execute their strategies and future plans effectively,they may not be able to takeadvantage of market opportunities or meet the d

257、emand of their customers(see page 51 of this prospectus);our PRC subsidiaries business depends on the continued efforts of their senior management.If one or more of their key executiveswere unable or unwilling to continue in their present positions,their business may be severely disrupted(see page 5

258、2 of thisprospectus);12Table of Contents future acquisitions may have an adverse effect on our PRC subsidiaries ability to manage their business(see page 52 of thisprospectus);our PRC subsidiaries may from time to time be subject to claims,controversies,lawsuits,and legal proceedings,which couldadve

259、rsely affect their business,prospects,results of operations,and financial condition(see page 53 of this prospectus);our PRC subsidiaries may be the subject of allegations,harassment,or other detrimental conduct by third parties,which could harmtheir reputation and cause them to lose market share,use

260、rs,and customers(see page 53 of this prospectus);our PRC subsidiaries current insurance policies may not provide adequate levels of coverage against all claims and they may incurlosses that are not covered by their insurance(see page 53 of this prospectus);and some of our subsidiaries are subject to

261、 various evolving Hong Kong laws and regulations regarding data security or antimonopoly,which could subject them to government enforcement actions and investigations,fines,penalties,and suspension or disruption of theiroperations(see page 54 of this prospectus).Risks Relating to this Offering and t

262、he Trading Market(for a more detailed discussion,see“Risk FactorsRisks Relating to this Offering and theTrading Market”beginning on page 55 of this prospectus)In addition to the risks described above,we are subject to general risks and uncertainties relating to this offering and the trading market,i

263、ncluding,but not limited to,the following:there has been no public market for our Ordinary Shares prior to this offering,and you may not be able to resell our Ordinary Sharesat or above the price you pay for them,or at all(see page 55 of this prospectus);the initial public offering price for our Ord

264、inary Shares may not be indicative of prices that will prevail in the trading market and suchmarket prices may be volatile(see page 55 of this prospectus);you will experience immediate and substantial dilution in the net tangible book value of Ordinary Shares you purchased(see page 55of this prospec

265、tus);if we fail to implement and maintain an effective system of internal controls or fail to remediate the material weaknesses in ourinternal control over financial reporting that have been identified,we may fail to meet our reporting obligations or be unable toaccurately report our results of oper

266、ations or prevent fraud,and investor confidence and the market price of our Ordinary Shares maybe materially and adversely affected(see page 55 of this prospectus);we will incur substantial increased costs as a result of being a public company(see page 56 of this prospectus);because we are an“emergi

267、ng growth company,”we may not be subject to requirements that other public companies are subject to,which could affect investor confidence in us and our Ordinary Shares(see page 57 of this prospectus);substantial future sales of our Ordinary Shares or the anticipation of future sales of our Ordinary

268、 Shares in the public market couldcause the price of our Ordinary Shares to decline(see page 57 of this prospectus);we do not intend to pay dividends for the foreseeable future(see page 58 of this prospectus);if securities or industry analysts do not publish research or reports about our business,or

269、 if they publish a negative report regardingour Ordinary Shares,the price of our Ordinary Shares and trading volume could decline(see page 58 of this prospectus);13Table of Contents the market price of our Ordinary Shares may be volatile or may decline regardless of our operating performance,and you

270、 may not beable to resell your shares at or above the initial public offering price(see page 58 of this prospectus);our management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may notenhance our results of operations or the price of our

271、Ordinary Shares(see page 59 of this prospectus);if we cease to qualify as a foreign private issuer,we would be required to comply fully with the reporting requirements of theExchange Act applicable to U.S.domestic issuers,and we would incur significant additional legal,accounting and other expenses

272、thatwe would not incur as a foreign private issuer(see page 59 of this prospectus);because we are a foreign private issuer and intend to take advantage of exemptions from certain Nasdaq corporate governancestandards applicable to U.S.issuers,you will have less protection than you would have if we we

273、re a domestic issuer(see page 60 ofthis prospectus);if we cannot continue to satisfy the listing requirements and other rules of Nasdaq,our securities may be delisted,which couldnegatively impact the price of our securities and your ability to sell them(see page 60 of this prospectus);anti-takeover

274、provisions in our fourth amended and restated memorandum and articles of association that we intend to adopt maydiscourage,delay,or prevent a change in control(see page 60 of this prospectus);the laws of the Cayman Islands may not provide our shareholders with benefits comparable to those provided t

275、o shareholders ofcorporations incorporated in the United States(see page 61 of this prospectus);you may be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders(see page 61 of this prospectus);if we are classified as a PFIC,United Sta

276、tes taxpayers who own our Ordinary Shares may have adverse United States federal incometax consequences(see page 62 of this prospectus);and our pre-IPO shareholders will be able to sell their shares upon completion of this offering subject to restrictions under Rule 144 underthe Securities Act and t

277、he lock-up agreements(see page 62 of this prospectus).Impact of COVID-19 on Our Operations and Financial PerformanceFrom late January 2020 to the middle of April 2020,our PRC subsidiaries business was moderately impacted by the COVID-19 pandemic,mainlydue to a slowdown of the business of their marke

278、ter customers,which negatively affected those customers marketing needs with our PRCsubsidiaries.Nonetheless,their operations quickly resumed,starting from the second quarter of 2020,and achieved an increase in revenue in 2020as compared to 2019.During the year ended December 31,2021 and the nine mo

279、nths ended September 30,2022,the COVID-19 pandemic did nothave a material net impact on our financial positions and operating results.The extent of the impact on the operating entities future financialresults will depend on future developments,such as the length and severity of the pandemic,the pote

280、ntial resurgence of the pandemic,futuregovernment actions in response to the crisis,and the overall impact of the COVID-19 pandemic on the global economy and capital markets,amongmany other factors,all of which remain highly uncertain and unpredictable.Given this uncertainty,we are currently unable

281、to quantify the expectedimpact of the COVID-19 pandemic on our future operations,financial condition,liquidity,and results of operations if the current situationcontinues.See“Risk FactorsRisks Relating to Our BusinessThe ongoing COVID-19 pandemic in China may have a material adverse effect onour bus

282、iness”and“Managements Discussion and Analysis of Financial Condition and Results of OperationsCOVID-19 Pandemic AffectingOur Results of Operations.”14Table of ContentsPermissions or Approval Required from the PRC Authorities for Our Operations and OfferingOur PRC legal counsel,AllBright,has advised

283、us that,in order to operate our business activities as currently conducted in China,each of our PRCsubsidiaries is required to obtain a business license from the State Administration for Market Regulation(“SAMR”).As of the date of thisprospectus,confirmed by AllBright,our PRC legal counsel,each of o

284、ur PRC subsidiaries has obtained a valid business license from the SAMR andno application for any such license has been denied.Furthermore,some of our PRC subsidiaries have obtained Food Business Licenses and Importand Export Commodity Consignee and Consignor Customs Declaration Registration Certifi

285、cates.According to the related PRC Laws andRegulations,such licenses and certificates are required to conduct food sales and import and export operations.Some of our PRC subsidiariesapplied for such permits,in anticipation of engaging in related businesses in the future to supplement their current o

286、perations,rather than out ofcompliance with mandatory requirements of relevant PRC authorities for their existing business.As of the date of this prospectus,none of our PRCsubsidiaries are conducting operations related to food sales or import and export.Therefore,under the requirements of PRC laws a

287、nd regulations,despite such permits remaining valid,our PRC subsidiaries are not required to maintain such permits for their current operations.However,it isuncertain whether we or our PRC subsidiaries will be required to obtain additional approvals,licenses,or permits in connection with our busines

288、soperations pursuant to evolving PRC laws and regulations,and whether we would be able to obtain and renew such approvals on a timely basis orat all.Failing to do so could result in a material change in our operations,and the value of our Ordinary Shares could depreciate significantly orbecome worth

289、less.See“Risk FactorsRisks Relating to Our BusinessThe regulatory environment of the new media integrated contentmarketing industry and the digital advertising industry is rapidly evolving.If our PRC subsidiaries fail to obtain and maintain the requisite licensesand approvals applicable to their bus

290、inesses in China from time to time,their business,financial condition,and results of operations may bematerially and adversely affected.”As of the date of this prospectus,our PRC counsel,AllBright,has advised us that neither we nor our PRC subsidiaries(1)are required to obtainpermission from any of

291、the PRC authorities to operate and issue our Ordinary Shares to foreign investors,(2)are subject to approval requirementsfrom the CSRC,the CAC,or any other entity to approve our operations,and(3)have been denied such permissions by any PRC authorities.Recently,however,the General Office of the Centr

292、al Committee of the Communist Party of China and the General Office of the State Counciljointly issued the“Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,”or the“Opinions,”which were madeavailable to the public on July 6,2021.The Opinions emphasized the need to

293、strengthen the administration over illegal securities activities and theneed to strengthen the supervision over overseas listings by Chinese companies.These Opinions proposed to take effective measures,such aspromoting the construction of relevant regulatory systems,to deal with the risks and incide

294、nts facing China-concept overseas-listed companies andthe demand for cybersecurity and data privacy protection.On February 17,2023,the CSRC issued the Trial Administrative Measures for OverseasSecurities Offering and Listing by Domestic Companies(“Announcement No.43”),which became effective on March

295、 31,2023(Beijing time).Under Announcement No.43,we are required to file with CSRC for this offering.See“RegulationsRegulations Relating to Overseas Listing”and“Risk FactorsRisks Relating to Doing Business in the PRCThe Opinions recently adopted by the CSRC may cause additional compliancerequirements

296、 in the future,and Announcement No.43 subjects us to additional procedural and disclosure requirements for this listing.”The Cybersecurity Review Measures,which became effective on February 15,2022,provides that,in addition to CIIOs that intend to purchaseInternet products and services,online platfo

297、rm operators engaging in data processing activities that affect or may affect national security must besubject to cybersecurity review by the Cybersecurity Review Office of the PRC.According to the Cybersecurity Review Measures,a cybersecurityreview assesses potential national security risks that ma

298、y be brought about by any procurement,data processing,or overseas listing.TheCybersecurity Review Measures further require that CIIOs and data processing operators that possess personal data of at least one million usersmust apply for a review by the Cybersecurity Review 15Table of ContentsOffice of

299、 the PRC before conducting listings in foreign countries.As of the date of this prospectus,we have not received any notice from anyauthorities identifying any of our PRC subsidiaries as a CIIO or requiring us to go through cybersecurity review or network data security review bythe CAC.We believe the

300、 operations of our PRC subsidiaries will not be subject to cybersecurity review by the CAC for this offering,because ourPRC subsidiaries are not CIIOs or online platform operators with personal information of more than one million users.There remains uncertainty,however,as to how the Cybersecurity R

301、eview Measures will be interpreted or implemented and whether the PRC regulatory agencies,including theCAC,may adopt new laws,regulations,rules,or detailed implementation and interpretation related to the Cybersecurity Review Measures.Forfurther details,see“Risk FactorsRisks Relating to Doing Busine

302、ss in the PRCRecent greater oversight by the CAC over data security,particularly for companies seeking to list on a foreign exchange,could adversely impact our PRC subsidiaries business and our offering.”To operate business activities in Hong Kong,every company must register its business with the Bu

303、siness Registration Office of the Inland RevenueDepartment in Hong Kong and make an application for business registration within one month of commencement of business.Any person whofails to comply is subject to a maximum fine of HK$5,000 and one year of imprisonment.As of the date of this prospectus

304、,we confirm that each ofour Hong Kong subsidiaries has obtained a valid business registration certificate.There is no statutory or mandatory permission or regulatoryapproval required for the provision of new media integrated content marketing or digital advertising services in Hong Kong.As of the da

305、te of thisprospectus,our Hong Kong counsel,Ince&Co,has advised us that neither we nor our Hong Kong subsidiaries are required to obtain(i)anypermission or approval from Hong Kong authorities to offer the securities being registered to foreign investors outside Hong Kong,or(ii)anypermission or approv

306、al from Hong Kong authorities to operate their business,except for the aforementioned business registration certificates.However,it is uncertain whether we or our Hong Kong subsidiaries will be required to obtain additional permissions or approval from Hong Kongauthorities to operate business or off

307、er securities to foreign investors in the future,and whether we would be able to obtain such permissions orapprovals.If we are unable to obtain such permissions or approval if required in the future because applicable laws,regulations,or interpretationschange,or inadvertently conclude that such perm

308、issions or approval are not required,then the value of our Ordinary Shares may depreciatesignificantly or become worthless.Asset Transfers Between Our Company and Our SubsidiariesAs of the date of this prospectus,no cash transfer or transfer of other assets has occurred between our Company and our s

309、ubsidiaries,except thatduring November and December 2022,Xuhang Cayman transferred an aggregate of US$151,945.44 to Xuhang HK for working capital purposes.We have established controls and procedures for cash flows within our organization based on internal cash management policies established by ourf

310、inance department,which were discussed,considered,and reviewed by the relevant departments in our Company,and approved by our Chairmanof the Board of Directors.Specifically,our finance department supervises cash management,following the instructions of our management.Ourfinance department is respons

311、ible for establishing our cash operation plan and coordinating cash management matters among our subsidiaries anddepartments.Each subsidiary and department initiates a cash request by putting forward a cash demand plan,which explains the specific amountand timing of cash requested,and submitting it

312、to our finance department.The finance department reviews the cash demand plan and prepares asummary for the management of our Company.Management examines and approves the allocation of cash based on the sources of cash and thepriorities of the needs.Other than the above,we currently do not have othe

313、r cash management policies or procedures that dictate how funds aretransferred.Dividends or Distributions Made to Our Company and U.S.Investors and Tax ConsequencesAs of the date of this prospectus,none of our subsidiaries have made any dividends or distributions to our Company and our Company has n

314、otmade any dividends or distributions to our shareholders.We intend to keep 16Table of Contentsany future earnings to finance the expansion of our business,and we do not anticipate that any cash dividends will be paid in the foreseeable future.Subject to the passive foreign investment company(“PFIC”

315、)rules,the gross amount of distributions we make to investors with respect to ourOrdinary Shares(including the amount of any taxes withheld therefrom)will be taxable as a dividend,to the extent that the distribution is paid outof our current or accumulated earnings and profits,as determined under U.

316、S.federal income tax principles.Under the Cayman Islands law,a Cayman Islands company may pay a dividend on its shares out of either profit or share premium amount,provided that in no circumstances may a dividend be paid out of share premium if this would result in the company being unable to pay it

317、s debts asthey fall due in the ordinary course of business.If we determine to pay dividends on any of our Ordinary Shares in the future,as a holding company,we will be dependent on receipt of funds fromXuhang BVI,which is dependent on receipt of funds from Xuhang HK.However,as the PRC government imp

318、oses control over currencyconversion,it has the authority to conduct exchange transfer reviews,which may impose certain limitations on our ability to transfer cash betweenour Company,our subsidiaries,and our investors,primarily reflected in the following aspects:(i)we are restricted from providing c

319、apital orproviding loans to our PRC subsidiaries,which may adversely affect the operations of our PRC subsidiaries;(ii)our PRC subsidiaries may berestricted from paying dividends to us;and(iii)if we are unable to obtain dividends from our PRC subsidiaries,it may adversely impact ourdividends distrib

320、ution to investors.See“Summary of Risk Factors,”“Risk FactorsRisks Relating to Doing Business in the PRCPRCregulations relating to offshore investment activities by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries toliability or penalties,limit our ability to inje

321、ct capital into our PRC subsidiaries,limit our PRC subsidiaries ability to increase their registeredcapital or distribute profits to us,or may otherwise adversely affect us,”“Risk FactorsRisks Relating to Doing Business in the PRCPRCregulation of parent/subsidiary loans and direct investment by offs

322、hore holding companies to PRC entities may delay or prevent us from using theproceeds of offshore offerings to make loans or additional capital contributions to our PRC subsidiaries,which could materially and adverselyaffect their liquidity and their ability to fund and expand their business,”and“Ri

323、sk FactorsRisks Relating to Doing Business in the PRCGovernmental control of currency conversion may affect the value of your investment and our payment of Dividends.”Further,to the extent cashor assets in the business are in the PRC/Hong Kong or a PRC/Hong Kong entity,the funds or assets may not be

324、 available to fund operations or forother use outside of the PRC/Hong Kong,due to interventions in or the imposition of restrictions and limitations on the ability of our Company orour subsidiaries by the PRC government to transfer cash or assets.There is no assurance the PRC government will not int

325、ervene in or imposerestrictions on the ability of our Company or our subsidiaries to transfer cash or assets.See“Business OverviewSummary of Risk Factors,”and“Risk FactorsRisks Relating to Doing Business in the PRCTo the extent cash or assets in the business are in the PRC/Hong Kong or aPRC/Hong Kon

326、g entity,the funds or assets may not be available to fund operations or for other use outside of the PRC/Hong Kong,due tointerventions in or the imposition of restrictions and limitations on the ability of our Company or our subsidiaries by the PRC government totransfer cash or assets.”Current PRC r

327、egulations permit our PRC subsidiaries to pay dividends to Xuhang HK only out of their accumulated profits,if any,determined inaccordance with Chinese accounting standards and regulations.In addition,each of our PRC subsidiaries is required to set aside at least 10%of itsafter-tax profits each year,

328、if any,to fund a statutory reserve until such reserve reaches 50%of its respective registered capital.The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC.Forinstance,the Circular on Promoting the Reform of Foreign

329、Exchange Management and Improving Authenticity and Compliance Review,or“SAFECircular 3,”issued on January 26,2017,provides that banks shall,when dealing with dividend remittance transactions from a domestic enterpriseto its offshore shareholders of more than US$50,000,review the relevant board resol

330、utions,original tax filing form,and audited financialstatements of such domestic enterprise based on the principle of genuine transaction.17Table of ContentsFurthermore,if our PRC subsidiaries incur debt on their own in the future,the instruments governing the debt may restrict their ability to payd

331、ividends or make other payments.If we or our PRC subsidiaries are unable to receive all of the revenue from our operations,we may be unable topay dividends on our Ordinary Shares.Cash dividends,if any,on our Ordinary Shares will be paid in U.S.dollars.Xuhang HK may be considered a non-resident enter

332、prise for taxpurposes,so that any dividends Xuhang Network,Huzhou Yinzhiya,and Wuhan Yinzhiya pay to Xuhang HK may be regarded as China-sourcedincome and as a result may be subject to PRC withholding tax at a rate of up to 10%.See“Material Income Tax ConsiderationEnterpriseTaxation in Mainland China

333、.”In order for us to pay dividends to our shareholders,we will rely on payments made from Xuhang Network,Huzhou Yinzhiya,and WuhanYinzhiya to Xuhang HK as dividends from these three PRC subsidiaries and the distribution of such payments to Xuhang BVI as dividends fromXuhang HK,and then the distribution of such payments to our Company as dividends from Xuhang BVI.If Huzhou Yinzhiya,Wuhan Yinzhiya,o