《六个喵(LGM)美股IPO上市招股说明书(49页).pdf》由会员分享,可在线阅读,更多相关《六个喵(LGM)美股IPO上市招股说明书(49页).pdf(49页珍藏版)》请在三个皮匠报告上搜索。
1、F-1 1 f1.htm As filed with the Securities and Exchange Commission on July 3,2023.UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 SIXGOMEOW LTD(Exact name of Registrant as specified in its charter)United Kingdom 6199 No
2、t Applicable(State or other jurisdiction of(Primary Standard Industrial(I.R.S.Employerincorporation or organization)Classification Code Number)Identification Number)RM 023,9/F BLK G KWAI SHINGIND BLDG(STAGE 2)42-46 TAI LINPAI RD KWAI CHUNG NT HONG KONG(Address,including zip code of Registrants princ
3、ipal executive offices)F15,Fudan Science Park Building,No.11 Guotai RoadYangpu District,ShanghaiShanghai Jinzhun Investment Management Co.,Ltd(Name,address,including zip code of agent for service)Copies to:Approximate date of commencement of proposed sale to the public:As soon as practicable after t
4、he effective date of this RegistrationStatement.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 theSecurities Act of 1933,check the following box.If this Form is filed to register additional securities for an offeri
5、ng pursuant to Rule 462(b)under the Securities Act,please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities
6、 Act,check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list theSecurities
7、Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company x If an emerging growth company that prepar
8、es its financial statements in accordance with U.S.GAAP,indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 7(a)(2)(B)of the Securities Act.x The Registrant here
9、by amends this registration statement on such date or dates as may be necessary to delay its effective date until theRegistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective inaccordance with Section 8(a)of the Securities
10、Act,as amended,or until the registration statement shall become effective on such date asthe Securities and Exchange Commission,acting pursuant to said Section 8(a)may determine.As filed with the Securities and Exchange Commission on July 3,2023.PRELIMINARY PROSPECTUSORDINARY SHARES We are offering
11、ordinary shares.This is the initial public offering of ordinary shares of .The offering price ofour ordinary shares in this offering is expected to be$5.00 per share.Prior to this offering,there has been no public market for ourordinary shares.We have applied to list our ordinary shares on the NASDA
12、Q CAPITAL MARKET under the symbol“LGM”.There is no assurance thatsuch application will be approved,and if our application is not approved,this offering may not be completed.Investing in our ordinary shares involves a high degree of risk.Before buying any shares,you should carefully read thediscussio
13、n of material risks of investing in our ordinary shares in“Risk Factors”.We are an“emerging growth company”as defined under the federal securities laws and,as such,will be subject to reduced publiccompany reporting requirements.See“Prospectus SummaryImplications of Being an Emerging Growth Company”f
14、or additionalinformation.Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securitiesor passed upon the accuracy or adequacy of this prospectus.Any representation to the contrary is a criminal offense.We and our subsidiaries face variou
15、s legal and operational risks and uncertainties associated with being based in or having the majorityof the operations in Hong Kong.Our subsidiaries are headquartered in Hong Kong with no operations in mainland China.However,since a majority of our subsidiaries clients are mainland China residents,w
16、e and our subsidiaries may become subject to certain laws ofthe Peoples Republic of China(“China”or the“PRC”)and regulations as they continue to evolve,and we and our subsidiaries faceuncertainties as to whether and how the recent PRC government statements and regulatory developments,such as those r
17、elating to dataand cyberspace security,and anti-monopoly concerns,would apply to us and our subsidiaries.PRC laws and regulations are sometimesvague and uncertain,and as a result,to the extent that any PRC laws and regulations become applicable to us and/or our subsidiaries inthe future,we and/or ou
18、r subsidiaries may experience material changes in their operations,restrictions in our subsidiaries ability toaccept foreign investments and/or our ability to list on a U.S.or other foreign exchange,significant depreciation of the value of ourOrdinary Shares,a complete hindrance of our ability to of
19、fer or continue to offer our securities to investors,or cause the value of suchsecurities to significantly decline or be worthless.For example,if the recent regulatory actions of the PRC government on data securityor other data-related laws and regulations were to apply to us and/or our subsidiaries
20、,we and/or our subsidiaries could become subject tocertain cybersecurity and data privacy obligations,including the potential requirement to conduct a cybersecurity review for our publicofferings on a foreign stock exchange,and the failure to meet such obligations could result in penalties and other
21、 regulatory actionsagainst us and/or our subsidiaries and may materially and adversely affect our subsidiaries business and our results of operations.Webelieve that we are not currently required to obtain permission from or complete filing procedure with the PRC government to list on aU.S.securities
22、 exchange and consummate this offering;however there is no guarantee that this will continue to be the case in the futurein relation to the continued listing of our securities on a securities exchange outside of mainland China,or even when such permission isobtained or such filing is completed,it wi
23、ll not be subsequently denied or rescinded.On February 17,2023,the China SecuritiesRegulatory Commission(the“CSRC”)promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing byDomestic Companies,or the Trial Measures,and five supporting guidelines,which took effect on
24、March 31,2023.We are not subject tothe Trial Measures,because as of the date of this prospectus,our subsidiaries are incorporated in Hong Kong and other regions outside ofmainland China and operate in Hong Kong without any subsidiary or VIE structure in mainland China,and we do not have any business
25、operations or maintain any office or personnel in mainland China.However,as the Trial Measures and the supporting guidelines arenewly published,there exists uncertainty with respect to the implementation and interpretation of the principle of“substance over form”.If we later find out that we and/or
26、our subsidiaries were to be required to obtain any permission or approval from or complete any filingprocedure with the CSRC,the Cyberspace Administration of China(the“CAC”),or other PRC governmental authorities in connectionwith this offering under the PRC law,we and/or our subsidiaries may be fine
27、d or subject to other sanctions,and our subsidiariesbusiness and our reputation,financial condition,and results of operations may be materially and adversely affected.See“Risk Factors Risks Related to the Potential Impact of PRC Laws and Regulations on Our Subsidiaries Business The PRC government ma
28、y exertsubstantial influence and discretion over mainland China residents and the manner in which companies incorporated under the PRC lawsmust conduct their business activities.Through our subsidiaries,we are a Hong Kong-based company with no operations in mainlandChina,and mainland China residents
29、 may purchase our products in Hong Kong.If we were to become subject to such direct influence ordiscretion,it may result in a material change in our operations and/or the value of our Ordinary Shares,which would materially affect theinterest of the investors”and“Risk Factors Risks Related to the Pot
30、ential Impact of PRC Laws and Regulations on Our SubsidiariesBusiness If we and/or our subsidiaries were to be required to obtain any permission or approval from or complete any filing procedurewith the CSRC,the CAC,or other PRC governmental authorities in connection with this offering under PRC law
31、s and regulations,weand/or our subsidiaries may be fined or subject to other sanctions,and our subsidiaries business and our reputation,financial condition,and results of operations may be materially and adversely affected.”As filed with the Securities and Exchange Commission on July 3,2023.SIXGOMEO
32、W LTD is not an operating company but a United Kingdom holding company with operations primarily conducted by itssubsidiaries.Investors in our Ordinary Shares thus are purchasing equity interest in a United Kingdom holding company.SIXGOMEOWLTD directly holds equity interests in its subsidiaries,and
33、does not operate its business through variable interest entities.As of the date ofthis prospectus,SIXGOMEOW LTD does not have any subsidiaries incorporated in the mainland China.As used in this prospectus,“we,”“us,”“our company,”or“our”refers to SIXGOMEOW LTD and when describing the financial result
34、s of SIXGOMEOW LTD,also includes its subsidiaries.This structure involves unique risks to investors.As a holding company,we may rely on dividends fromour subsidiaries for our cash requirements,including any payment of dividends to our shareholders.The ability of our subsidiaries to paydividends to u
35、s may be restricted by the debt they incur on their own behalf or laws and regulations applicable to them.We also may face risks relating to the lack of Public Company Accounting Oversight Board(the“PCAOB”)inspection on our auditor,which may cause our securities to be delisted from a U.S.stock excha
36、nge or prohibited from being traded over-the-counter in the futureunder the Holding Foreign Companies Accountable Act,or the HFCAA,if the U.S.Securities and Exchange Commission(the“SEC”)determines that we have filed annual report containing an audit report issued by a registered public accounting fi
37、rm that the PCAOB hasdetermined it is unable to invest or investigate completely for three consecutive years beginning in 2021.On June 22,2021,the U.S.Senate passed Accelerating Holding Foreign Companies Accountable Act and on December 29,2022,a legislation entitled“Consolidated Appropriations Act,2
38、023”(the“Consolidated Appropriations Act”)was signed into law by President Biden,whichcontained,among other things,an identical provision to Accelerating Holding Foreign Companies Accountable Act and amended theHolding Foreign Companies Accountable Act by requiring the SEC to prohibit an issuers sec
39、urities from trading on any U.S.stockexchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three,thus reducing the time beforeyour securities may be prohibited from trading or delisted.The delisting or the cessation of trading of our Ordinary Shares,or the
40、 threatof their being delisted or prohibited from being traded,may materially and adversely affect the value of your investment.On December16,2021,the PCAOB issued a report to notify the SEC its determinations that it is unable to inspect or investigate completely registeredpublic accounting firms h
41、eadquartered in mainland China and Hong Kong,respectively,and identifies the registered public accountingfirms in mainland China and Hong Kong that are subject to such determinations.On August 26,2022,the China Securities RegulatoryCommission,or CSRC,the Ministry of Finance of the PRC,and the PCAOB
42、signed a Statement of Protocol,or the Protocol,governinginspections and investigations of audit firms based in China and Hong Kong.The Protocol remains unpublished and is subject to furtherexplanation and implementation.Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC,the
43、 PCAOB shall haveindependent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information tothe SEC.On December 15,2022,the PCAOB Board determined that the PCAOB was able to secure complete access to inspect andinvestigate registered p
44、ublic accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previousdeterminations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate the PCAOBs access in the future,the PCAOB Board will consider the need to issue a new determinat
45、ion.Our securities may be delisted or prohibited from trading if thePCAOB determines that it cannot inspect or investigate completely our auditor under the HFCAA.As filed with the Securities and Exchange Commission on July 3,2023.Furthermore,the PRC government may intervene or influence the Hong Kon
46、g operations of an offshore holding company,such as thoseof our subsidiaries,at any time.These risks,together with uncertainties in the legal system of mainland China and the interpretation andenforcement of PRC laws,regulations,and policies,could hinder our ability to offer or continue to offer the
47、 Ordinary Shares,result in amaterial adverse change to our subsidiaries business operations,and damage our reputation,which could cause the Ordinary Shares tosignificantly decline in value or become worthless.Neither the U.S.Securities and Exchange Commission nor any state securities commission nor
48、any other regulatory body has approvedor disapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminaloffense.Investing in our Ordinary Shares involves a high degree of risk,including the risk of losing your entire investmen
49、t.See“Risk Factors”beginning on page 15 of this prospectus to read about factors you should consider before buying our Ordinary Shares.PER SHARE TOTAL Initial public offering price$Underwriting discounts and commissions(1)$Proceeds,before expenses,to us$(1)See“Underwriting”in this prospectus for mor
50、e information regarding our arrangements with the underwriter.We expect our total cash expenses for this offering(including cash expenses payable to our underwriters for their out-of-pocketexpenses)to be approximately$,exclusive of the above commissions.In addition,we will pay additional items of va
51、lue inconnection with this offering that are viewed by the Financial Industry Regulatory Authority,or FINRA,as underwriting compensation.These payments will further reduce proceeds available to us before expenses.See“Underwriting.”Neither we nor any of the underwriters have authorized anyone to prov
52、ide any information or to make any representations other thanthose contained in this prospectus or in any free writing prospectuses we have prepared.Neither we nor any of the underwriters takeresponsibility for,and can provide no assurance as to the reliability of,any other information that others m
53、ay give you.This prospectusis an offer to sell only the shares offered hereby,but only under circumstances and in jurisdictions where it is lawful to do so.Theinformation contained in this prospectus is current only as of its date,regardless of the time of delivery of this prospectus or of any saleo
54、f our common stock.For investors outside the United States:Neither we nor any of the underwriters have done anything that would permit this offering orpossession or distribution of this prospectus in any jurisdiction where action for that purpose is required,other than in the United States.Persons o
55、utside the United States who come into possession of this prospectus must inform themselves about,and observe anyrestrictions relating to,the offering of the shares of our common stock and the distribution of this prospectus outside the United States.Neither the Securities and Exchange Commission no
56、r any state securities commission nor any other regulatory body has approved ordisapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminaloffense.As filed with the Securities and Exchange Commission on July 3,2023.TABLE OF
57、 CONTENTS PagePROSPECTUS SUMMARY1OFFERINGS7RISK FACTORS8SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS16USE OF PROCEEDS18DIVIDEND POLICY19CORPORATE STRUCTURE20BUSINESS21REGULATIONS23MANAGEMENT25PRINCIPAL SHAREHOLDERS28SHARES ELIGIBLE FOR FUTURE SALE29UNDERWRITING31WHERE YOU CAN FIND ADDITIONAL IN
58、FORMATION37INDEX TO FINANCIAL STATEMENTS38 As filed with the Securities and Exchange Commission on July 3,2023.PROSPECTUS SUMMARY The following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed information andfinancial statements appearing elsewhere in
59、this prospectus.In addition to this summary,we urge you to read the entire prospectuscarefully,especially the risks of investing in our Ordinary Shares discussed under“Risk Factors”before deciding whether to buy ourOrdinary Shares.Our Mission SIXGOMEOW sets the standard for national beauty salons an
60、d builds a one-kilometer skin beautification ecosystem.Overview of Our Company SIXGOMEOW is an Internet beauty industry empowerment platform,relying on the core concepts of mentor disintermediation andsite sharing to provide consumers with convenient,cost-effective and fun beauty services,and is com
61、mitted to becoming a disruptor ofthe chaotic domestic beauty industry.SIXGOMEOW is committed to providing users with convenient,cost-effective,personalized,warm and happy beauty and skin careservices.It redefines the miniaturized beauty industry complex with features such as monthly payment system,m
62、embership system,intelligence,no promotion throughout the process,and a large number of high-quality projects.The Industry Industry Introduction 1.IndustrializationThe average development time of the national beauty industry is more than 20 years.From a single storefront service,it has developedinto
63、 beauty,hairdressing,medical cosmetology,body,manicure,tattoo,image design,color storefront services,as well as professionalvocational education,related professional equipment,Supplies,utensils,research and development,production and sales are the maincomprehensive industries,and leading brands and
64、leading enterprises have been born in each field.2.CollectivizationThe early beauty industry was dominated by small beauty workshops,and todays beauty industry has formed many representativecompanies that are grouped.Large-scale beauty institutions have more than a thousand franchise chain stores,su
65、ch as Tianjin RoutingGroup,France Shiting International Beauty Chain Group,Shanghai Natural Beauty,etc.They have their own production plants,training bases,research and development institutions,educational institutions,and Monitan educational institution has dozens ofchain-scale schools at home and
66、abroad.3.MatureThe early beauty industry,regardless of store decoration,equipment,technology,and supplies,seemed simple,rough,and irregular.Atpresent,the overall maturity of the national beauty industry has been clearly reflected.Optimized through fundamental changes.4.MarketizationThe beauty and ha
67、irdressing industry is a human body industry with a very large space for expansion and expansion.Every part of it willextend to four levels of beautification,shaping,health and health preservation.Every level and every structural part of the human bodyexpands vertically and horizontally with the con
68、cept of the nth power.Its living space and growth space are very broad,and itsmarketization is very strong.Based on this,the national beauty industry has emerged in various fields with excellent characteristicbrands and characteristic service mechanisms that meet market demand.1 As filed with the Se
69、curities and Exchange Commission on July 3,2023.5.InternationalizationIn the early days of Chinas beauty industry,it borrowed more international names and brilliance,and international masters andinternational famous brands were flooded.But today,after joining the WTO,internationalization has been ef
70、fectively reflectedtheindustry presents a phenomenon of two-way interaction at home and abroad,and the penetration is increasingly broad and frequent.Industry Data 1.The total number of employees in the national beauty industry is about 11.2 million,which is one of the industries with the largestnum
71、ber of employees in the tertiary industry.2.There are about 1.532 million beauty institutions in cities and towns across the country.3.The total operating income of the national urban beauty industry is 168.04 billion.4.Every 10,000 urban residents in the country have an average of 32 beauty shops,a
72、nd each beauty shop employs 5.1 people.5.The average annual wage level of each beauty worker in cities and towns across the country is 11,600 yuan,which is slightly higherthan the average wage level of all types of employees in the country.6.The beauty industry accounts for 5.21%of the output value
73、of the tertiary industry.7.The average monthly beauty expenditure of the urban population is 21.33 yuan/month.8.Large market demand,complex structure of employees,relatively strong experimentation and relatively low level of industrialstructure are the four major characteristics of the current Chine
74、se beauty industry.Industry Pain Points 1.Difficult to attract customers 2.High employee turnover rate 3.Difficult to improve performance 4.Lack of core competitiveness 5.Blind selling Customer Object Compete with the public with small crowds,and compete with the whole age with rejuvenation The bann
75、er of rejuvenation adopts the characteristics and details of rejuvenation that resonate with both young people and older people.Then it is possible to achieve the goal of winning the public with a small crowd and winning the whole age with youth.2 As filed with the Securities and Exchange Commission
76、 on July 3,2023.Select rejuvenation elements that are acceptable and recognized by young people(under 22 years old)and sub-young people(22-35years old),such as social software dialogue bubbles,flat pinkish colors,youthful IP for all ages,and Internet-enabled The language styleand other elements of t
77、he atmosphere are used to refine the image.Combined with the previous marketing strategies,the unique imagepositioning of Liumiao in the terminal has been formed.Our Corporate Structure Risk Factors Summary Risks Related to Our Business We have grown rapidly in recent years and have limited experien
78、ce operating at our current scale of operations.If we are unableto manage our growth effectively,our brand,company culture and financial results may suffer.We have limited sources of working capital and will need substantial additional financing.We are dependent on certain key personnel and loss of
79、these key personnel could have a material adverse effect on our business,financial condition and results of operations.Our success depends on our ability to protect our intellectual property.The global coronavirus COVID-19 pandemic has caused significant disruptions in our business,which may continu
80、e tomaterially and adversely affect our results of operations and financial condition.A severe or prolonged downturn in the global or Chinese economy could materially and adversely affect our business and ourfinancial condition.3 As filed with the Securities and Exchange Commission on July 3,2023.Ri
81、sks Related to the Offering and Our Ordinary Shares The initial public offering price of our Ordinary Shares may not be indicative of the market price of our Ordinary Shares afterthis offering.In addition,an active,liquid and orderly trading market for our Ordinary Shares may not develop or bemainta
82、ined,and our share price may be volatile.There may not be an active,liquid trading market for our Ordinary Shares.Because we do not expect to pay dividends in the foreseeable future after this offering,you must rely on a price appreciation ofthe Ordinary Shares for a return on your investment.A sale
83、 or perceived sale of a substantial number of our Ordinary Shares may cause the price of our Ordinary Shares to decline.There can be no assurance that we will not be a passive foreign investment company(“PFIC”)for United States federal incometax purposes for any taxable year,which could subject Unit
84、ed States holders of our Ordinary Shares to significant adverseUnited States federal income tax consequences.For as long as we are an emerging growth company,we will not be required to comply with certain reporting requirements,including those relating to accounting standards and disclosure about ou
85、r executive compensation,that apply to other publiccompanies.If we fail to establish and maintain proper internal financial reporting controls,our ability to produce accurate financialstatements or comply with applicable regulations could be impaired.Nasdaq may apply additional and more stringent cr
86、iteria for our initial and continued listing because we plan to have a smallpublic offering and insiders will hold a large portion of the companys listed securities.If we cannot satisfy,or continue to satisfy,the initial listing requirements and other rules of Nasdaq Capital Market,although weexempt
87、 from certain corporate governance standards applicable to US issuers as a Foreign Private Issuer,our securities may notbe listed or may be delisted,which could negatively impact the price of our securities and your ability to sell them.The market price of our ordinary shares may be volatile or may
88、decline regardless of our operating performance,and you maynot be able to resell your shares at or above the public offering price.We have broad discretion in the use of the net proceeds from our public offering and may not use them effectively.We will incur additional costs as a result of becoming
89、a public company,which could negatively impact our net income andliquidity.Implications of Being an Emerging Growth Company 4 As filed with the Securities and Exchange Commission on July 3,2023.Implications of Our Being an“Emerging Growth Company”On September 9,2022,the SEC adopted inflation adjustm
90、ents mandated by the Jumpstart Our Business Startups Act of 2012(the“JOBSAct”).As a result,an“emerging growth company”will lose its emerging growth company status on the last day of the fiscal year inwhich it has$1.235 billion or more in total.As a company with less than$1.235 billion in revenue dur
91、ing our last fiscal year,we qualifyas an“emerging growth company”as defined in the JOBS Act.“An“emerging growth company”may take advantage of reducedreporting requirements that are otherwise applicable to larger public companies.In particular,as an emerging growth company,we:may present only two yea
92、rs of audited financial statements and only two years of related Managements Discussion and Analysis ofFinancial Condition and Results of Operations;are not required to provide a detailed narrative disclosure discussing our compensation principles,objectives and elements andanalyzing how those eleme
93、nts fit with our principles and objectives,which is commonly referred to as“compensation discussion andanalysis”;are not required to obtain an attestation and report from our auditors on our managements assessment of our internal control overfinancial reporting pursuant to the Sarbanes-Oxley Act of
94、2002;are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachutearrangements(commonly referred to as the“say-on-pay,”“say-on frequency”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provision
95、s requiring a pay-for-performance graph and CEO pay ratiodisclosure;are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of theJOBS Act;and will not be required to conduct an evaluation of our internal control over financial report
96、ing until our second annual report on Form20-F following the effectiveness of our initial public offering.We intend to take advantage of all of these reduced reporting requirements and exemptions,including the longer phase-in periods for theadoption of new or revised financial accounting standards u
97、nder 107 of the JOBS Act.Our election to use the phase-in periods maymake it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companiesthat have opted out of the phase-in periods under 107 of the JOBS Act.Under the JOBS Act,we may take
98、 advantage of the above-described reduced reporting requirements and exemptions until we no longermeet the definition of an emerging growth company.The JOBS Act provides that we would cease to be an“emerging growth company”at the end of the fiscal year in which the fifth anniversary of our initial s
99、ale of common equity pursuant to a registration statementdeclared effective under the Securities Act of 1933,as amended(the“Securities Act”)occurred,if we have more than$1.235 billion inannual revenue,have more than$700 million in market value of our Class A Ordinary Share held by non-affiliates,or
100、issue more than$1billion in principal amount of non-convertible debt over a three-year period.Foreign Private Issuer Status We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934,as amended(the“ExchangeAct”).As such,we are exempt from certain provis
101、ions applicable to United States domestic public companies.For example:we are not required to provide as many Exchange Act reports,or as frequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our home country requirements,which are less rigorous than the
102、 rulesthat apply to domestic public companies;we are not required to provide the same level of disclosure on certain issues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of materialinformation;we are not re
103、quired to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents,orauthorizations in respect of a security registered under the Exchange Act;and we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their
104、share ownershipand trading activities and establishing insider liability for profits realized from any“short-swing”trading transaction.5 As filed with the Securities and Exchange Commission on July 3,2023.Implications of Being a Controlled Company Controlled companies are exempt from the majority of
105、 independent director requirements.Controlled companies are subject to anexemption from Nasdaq standards requiring that the board of a listed company consist of a majority of independent directors within oneyear of the listing date.Public Companies that qualify as a“Controlled Company”with securitie
106、s listed on the Nasdaq Stock Market(Nasdaq),must complywith the exchanges continued listing standards to maintain their listings.Nasdaq has adopted qualitative listing standards.Companiesthat do not comply with these corporate governance requirements may lose their listing status.Under the Nasdaq ru
107、les,a“controlledcompany”is a company with more than 50%of its voting power held by a single person,entity or group.Under Nasdaq rules,acontrolled company is exempt from certain corporate governance requirements including:the requirement that a majority of the board of directors consist of independen
108、t directors;the requirement that a listed company have a nominating and governance committee that is composed entirely of independentdirectors with a written charter addressing the committees purpose and responsibilities;the requirement that a listed company have a compensation committee that is com
109、posed entirely of independent directors with awritten charter addressing the committees purpose and responsibilities;and the requirement for an annual performance evaluation of the nominating and governance committee and compensation committee.Controlled companies must still comply with the exchange
110、s other corporate governance standards.These include having an auditcommittee and the special meetings of independent or non-management directors.6 As filed with the Securities and Exchange Commission on July 3,2023.OFFERINGS Below is a summary of the terms of the offering:IssuerSIXGOMEOW LTD Securi
111、ties Being Offered Ordinary Shares,par value US$0.0001 per share Offering PriceWe expect that the initial public offering price will be US$5.00 per Ordinary Share.Ordinary Shares OutstandingImmediately Before This Offering Ordinary Shares Ordinary Shares OutstandingImmediately After This Offering Or
112、dinary Shares(or Ordinary Shares if the underwritersexercise their option to purchase additional Ordinary Shares in full).Voting RightsEach Ordinary Share is entitled to one vote.Use of Proceeds Proposed Nasdaq Trading Symbol andListingLGM Lock-upOur directors,executive officers,and shareholder who
113、own 5%or more of theoutstanding Ordinary Shares intended agreed with the underwriters not to offer forsale,issue,sell,contract to sell,pledge or otherwise dispose of any of our OrdinaryShares or securities convertible into Ordinary Shares for a period of 6 monthscommencing on the date of this prospe
114、ctus.The Company is also prohibited fromconducting offerings during this period and from re-pricing or changing the terms ofexisting options and warrants.See“Underwriting”for additional information.Transfer Agent Risk factorsSee“Risk Factors”for a discussion of risks you should carefully consider be
115、foreinvesting in our Ordinary Shares.7 As filed with the Securities and Exchange Commission on July 3,2023.RISK FACTORS An investment in our Ordinary Shares involves a high degree of risk.Before deciding whether to invest in our Ordinary Shares,youshould consider carefully the risks described below,
116、together with all of the other information set forth in this prospectus,including thesection titled“Managements Discussion and Analysis of Financial Condition and Results of Operations”and our consolidated financialstatements and related notes.If any of these risks actually occurs,our business,finan
117、cial condition,results of operations or cash flowcould be materially and adversely affected,which could cause the trading price of our Ordinary Shares to decline,resulting in a loss ofall or part of your investment.The risks described below and in the documents referenced above are not the only ones
118、 that we face.Additional risks not presently known to us or that we currently deem immaterial may also affect our business.You should only considerinvesting in our Ordinary Shares if you can bear the risk of loss of your entire investment.Risks Related to Our Business We have grown rapidly in recent
119、 years and have limited experience operating at our current scale of operations.If we are unableto manage our growth effectively,our brand,company culture and financial results may suffer.We have grown rapidly in the past year and our recent growth rates and financial results should not be considere
120、d indicators of our futureperformance.In order to effectively manage and leverage our growth,we must continue to expand our sales and marketing,focus oninnovative product and website development,and upgrade our management information systems.Our continued growth has in the pastand may in the future
121、strain our existing resources and we may experience ongoing operational difficulties in managing our operations innumerous jurisdictions,including difficulties in recruiting,training and managing a dispersed and growing employee base.Failure toexpand and maintain our company culture through growth m
122、ay harm our future success,including our ability to retain and recruitpersonnel and to effectively focus on and pursue our corporate goals.The beauty industry is evolving rapidly and may not evolve as we expect.Even if our net sales continue to grow,our net sales growthrate may decline in the future
123、 due to a variety of factors,including macroeconomic factors,changes in supply and supply chain,changesin consumer preferences,increased competition and the maturation of our business.Accordingly,you should not rely on our net salesgrowth rates for any prior period as an indicator of our future perf
124、ormance.Our overall growth in net sales will depend on many factors,including our ability to:1)price our products and services effectively so that we can attract new customers and expand our relationships with existing customers.2)accurately forecast our net sales and plan our operating expenses.3)c
125、ompete successfully with other companies that are or may be entering our competitive market in the future and respond todevelopments in those competitors,such as pricing changes and the introduction of new products and services.4)Complying with existing and new laws and regulations that apply to our
126、 business.5)Successfully expanding into existing markets and entering new markets,including new geographic areas and categories.6)The successful introduction of new products and enhancements to our products and services and their features,including in responseto new trends or competitive dynamics or
127、 customer needs or preferences.7)Successfully identifying and acquiring or investing in businesses,products or technologies that we believe will complement or expandour business.8 As filed with the Securities and Exchange Commission on July 3,2023.8)Avoiding disruptions or interruptions in the distr
128、ibution of our products and services.9)Providing quality support to our customers that meets their needs.10)Hiring,integrating and retaining talented sales,customer service and other personnel.11)Effectively managing the growth of our business,personnel and operations,including the opening of new sh
129、owrooms.12)Effectively managing the costs associated with our business and operations.13)Maintaining and enhancing our reputation and brand value.Because of our limited history of operating our business at our current scale,it is difficult to assess our current operations and futureprospects,includi
130、ng our ability to plan for and model future growth.Our limited operating experience at this scale,combined with therapidly evolving nature of the markets in which we sell our products and services,the significant uncertainty about how these marketswill develop and other economic factors beyond our c
131、ontrol,reduces our ability to accurately forecast quarterly or annual revenues.Failure to effectively manage our future growth could adversely affect our business,financial condition and results of operations.We have limited sources of working capital and will need substantial additional financing.T
132、he working capital required to implement our business strategy will most likely be provided by funds obtained through offerings of ourequity,debt,debt-linked securities,and/or equity-linked securities,and revenues generated by us.No assurance can be given that we willhave revenues sufficient to sust
133、ain our operations or that we would be able to obtain equity/debt financing in the current economicenvironment.If we do not have sufficient working capital and are unable to generate sufficient revenues or raise additional funds,wemay delay the completion of or significantly reduce the scope of our
134、current business plan;postpone the hiring of new personnel;or,under certain dire financial circumstances,substantially curtail or cease our operations.We may need to engage in capital-raising transactions in the near future.Such financing transactions may well cause substantial dilutionto our shareh
135、olders and could involve the issuance of securities with rights senior to the outstanding shares.Our ability to completeadditional financings is dependent on,among other things,the state of the capital markets at the time of any proposed offering,marketreception of the Company and the likelihood of
136、the success of its business model and offering terms.There is no assurance that we willbe able to obtain any such additional capital through asset sales,equity or debt financing,or any combination thereof,on satisfactoryterms or at all.Additionally,no assurance can be given that any such financing,i
137、f obtained,will be adequate to meet our capital needsand to support our operations.If we do not obtain adequate capital on a timely basis and on satisfactory terms,our revenues andoperations and the value of our Ordinary Shares and Ordinary Share equivalents would be materially negatively impacted a
138、nd we maycease our operations.We are dependent on certain key personnel and loss of these key personnel could have a material adverse effect on our business,financial condition and results of operations.We are dependent on certain key personnel and loss of these key personnel could have a material a
139、dverse effect on our business,financial condition and results of operations.Our success is,to a certain extent,attributable to the management,sales and marketing of key personnel.We are dependent upon theservices of Mr.Hongmin Qi,our Chairman of the Board,for the continued growth and operation of ou
140、r Company,due to his industryexperience,technical expertise,as well as his personal and business contacts in the PRC.Additionally,Mr.Congjian Ye performs keyfunctions in the operation of our business.We may not be able to retain Mr.Hongmin Qi and Mr.Congjian Ye for any given period oftime.Although w
141、e have no reason to believe that Mr.Hongmin Qi and Mr.Congjian Ye will discontinue their services with us,theinterruption or loss of his services would adversely affect our ability to effectively run our business and pursue our business strategy aswell as our results of operations.We do not carry ke
142、y man life insurance for any of our key personnel,nor do we foresee purchasing suchinsurance to protect against the loss of key personnel.9 As filed with the Securities and Exchange Commission on July 3,2023.The global coronavirus COVID-19 pandemic has caused significant disruptions in our business,
143、which may continue tomaterially and adversely affect our results of operations and financial condition.On March 11,2020,the World Health Organization declared the COVID-19 outbreak a global pandemic.Many businesses and socialactivities in Hongkong and other countries and regions were severely disrup
144、ted in 2020,including those of our suppliers,customers andemployees.This pandemic has also caused market panics,which materially and negatively affected the global financial markets,such asthe plunge of global stocks on major stock exchanges in March 2020.Such disruption and slowdown of the worlds e
145、conomy in 2020and beyond had,and may continue to have,a material adverse effect on our results of operations and financial condition.We and ourcustomers experienced significant business disruptions and suspension of operations due to quarantine measures to contain the spread ofthe pandemic,which cau
146、sed shortage in the supply of raw materials,reduced our production capacity,increased the likelihood of defaultfrom our customers and delayed our product delivery.All of these had resulted in a material adverse effect on our results of operationsand financial condition in the fiscal year 2021.The ex
147、tent to which the COVID-19 pandemic may impact our business,operations andfinancial results will depend on numerous evolving factors that the Company cannot accurately predict at this time,including theuncertainty on the potential resurgence of the COVID-19 cases in Hongkong,the continual spread of
148、the virus globally,and theinstability of local and global government policies and restrictions.We are closely monitoring the development of the COVID-19pandemic and continuously evaluating any further potential impact on our business,results of operations and financial condition.If thepandemic persi
149、sts or escalates,we may be subject to further negative impact on our business operations and financial condition.Risks Related to the Offering and Our Ordinary Shares The initial public offering price of our Ordinary Shares may not be indicative of the market price of our Ordinary Shares afterthis o
150、ffering.In addition,an active,liquid and orderly trading market for our Ordinary Shares may not develop or bemaintained,and our share price may be volatile.Prior to the completion of this offering,our Ordinary Shares were not traded on any market.Any active,liquid and orderly tradingmarket for our O
151、rdinary Shares may not develop or be maintained after this offering.Active,liquid and orderly trading markets usuallyresult in less price volatility and more efficiency in carrying out investors purchase and sale orders.The market price of our OrdinaryShares could vary significantly as a result of a
152、 number of factors,some of which are beyond our control.In the event of a drop in themarket price of our Ordinary Shares,you could lose a substantial part or all of your investment in our Ordinary Shares.The initial publicoffering price will be determined by us,based on numerous factors and may not
153、be indicative of the market price of our Ordinary Sharesafter this offering.Consequently,you may not be able to sell our Ordinary Shares at a price equal to or greater than the price paid by youin this offering.The following factors could affect our share price:our operating and financial performanc
154、e;quarterly variations in the rate of growth of our financial indicators,such as net income per share,net income and revenues;the public reaction to our press releases,our other public announcements and our filings with the SEC;strategic actions by our competitors;changes in revenue or earnings esti
155、mates,or changes in recommendations or withdrawal of research coverage,by equity researchanalysts;speculation in the press or investment community;the failure of research analysts to cover our Ordinary Shares;10 As filed with the Securities and Exchange Commission on July 3,2023.sales of our Ordinar
156、y Shares by us or other shareholders,or the perception that such sales may occur;changes in accounting principles,policies,guidance,interpretations or standards;additions or departures of key management personnel;actions by our shareholders;domestic and international economic,legal and regulatory fa
157、ctors unrelated to our performance;and the realization of any risks described under this“Risk Factors”section.The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particularcompanies.These broad market fluctuations may adverse
158、ly affect the trading price of our Ordinary Shares.Securities class actionlitigation has often been instituted against companies following periods of volatility in the overall market and in the market price of acompanys securities.Such litigation,if instituted against us,could result in very substan
159、tial costs,diver our managements attention andresources and harm our business,operating results and financial condition.There may not be an active,liquid trading market for our Ordinary Shares.Prior to the completion of this offering,there has been no public market for our Ordinary Shares.An active
160、trading market for ourOrdinary Shares may not develop or be sustained following this offering.You may not be able to sell your shares at the market price,if atall,if trading in our shares is not active.The initial public offering price was determined by negotiations between us and our advisorsbased
161、upon a number of factors.The initial public offering price may not be indicative of prices that will prevail in the trading market.Because we do not expect to pay dividends in the foreseeable future after this offering,you must rely on a price appreciation ofthe Ordinary Shares for a return on your
162、investment.We currently intend to retain most,if not all,of our available funds and any future earnings after this offering to fund the developmentand growth of our business.As a result,we do not expect to pay any cash dividends in the foreseeable future.Therefore,you should notrely on an investment
163、 in the Ordinary Shares as a source for any future dividend income.A sale or perceived sale of a substantial number of our Ordinary Shares may cause the price of our Ordinary Shares to decline.If our shareholders sell substantial amounts of our Ordinary Shares in the public market,the market price o
164、f our Ordinary Shares couldfall.Moreover,the perceived risk of this potential dilution could cause shareholders to attempt to sell their shares and investors to shortour Ordinary Shares.These sales also make it more difficult for us to sell equity-related securities in the future at a time and price
165、 thatwe deem reasonable or appropriate.There can be no assurance that we will not be a passive foreign investment company(“PFIC”)for United States federal incometax purposes for any taxable year,which could subject United States holders of our Ordinary Shares to significant adverseUnited States fede
166、ral income tax consequences.A non-United States corporation will be a passive foreign investment company,or PFIC,for United States federal income tax purposesfor any taxable year if either(i)at least 75%of its gross income for such taxable year is passive income or(ii)at least 50%of the valueof its
167、assets(based on average of the quarterly values of the assets)during such year is attributable to assets that that produce or are heldfor the production of passive income.Based on the current and anticipated value of our assets and the composition of our income assets,we do not expect to be a PFIC f
168、or United States federal income tax purposes for our current taxable year ended December 31,2021 or inthe foreseeable future.However,the determination of whether or not we are a PFIC according to the PFIC rules is made on an annualbasis and depend on the composition of our income and assets and the
169、value of our assets from time to time.Therefore,changes in thecomposition of our income or assets or value of our assets may cause us to become a PFIC.The determination of the value of our assets(including goodwill not reflected on our balance sheet)may be based,in part,on the quarterly market value
170、 of Ordinary Shares,which issubject to change and may be volatile.11 As filed with the Securities and Exchange Commission on July 3,2023.The classification of certain of our income as active or passive,and certain of our assets as producing active or passive income,andhence whether we are or will be
171、come a PFIC,depends on the interpretation of certain United States Treasury Regulations as well ascertain IRS guidance relating to the classification of assets as producing active or passive income.Such regulations guidance ispotentially subject to different interpretations.If due to different inter
172、pretations of such regulations and guidance the percentage of ourpassive income or the percentage of our assets treated as producing passive income increases,we may be a PFIC in one of more taxableyears.If we are a PFIC for any taxable year during which a United States person holds Ordinary Shares,c
173、ertain adverse United States federalincome tax consequences could apply to such United States person.For as long as we are an emerging growth company,we will not be required to comply with certain reporting requirements,including those relating to accounting standards and disclosure about our execut
174、ive compensation,that apply to other publiccompanies.We are classified as an“emerging growth company”under the JOBS Act.For as long as we are an emerging growth company,whichmay be up to five full fiscal years,unlike other public companies,we will not be required to,among other things,(i)provide an
175、auditorsattestation report on managements assessment of the effectiveness of our system of internal control over financial reporting pursuant toSection 404(b)of the Sarbanes-Oxley Act,(ii)comply with any new requirements adopted by the PCAOB requiring mandatory auditfirm rotation or a supplement to
176、the auditors report in which the auditor would be required to provide additional information about theaudit and the financial statements of the issuer,(iii)provide certain disclosure regarding executive compensation required of largerpublic companies,or(iv)hold nonbinding advisory votes on executive
177、 compensation.We will remain an emerging growth company forup to five years,although we will lose that status sooner if we have more than$1.235 billion of revenues in a fiscal year,have more than$700 million in market value of our Ordinary Shares held by non-affiliates,or issue more than$1.0 billion
178、 of non-convertible debt over athree-year period.To the extent that we rely on any of the exemptions available to emerging growth companies,you will receive less information about ourexecutive compensation and internal control over financial reporting than issuers that are not emerging growth compan
179、ies.If someinvestors find our Ordinary Shares to be less attractive as a result,there may be a less active trading market for our Ordinary Shares andour share price may be more volatile.If we fail to establish and maintain proper internal financial reporting controls,our ability to produce accurate
180、financialstatements or comply with applicable regulations could be impaired.Pursuant to Section 404 of the Sarbanes-Oxley Act,we will be required to file a report by our management on our internal control overfinancial reporting,including an attention report on internal control over financial report
181、ing issued by our independent registered publicaccounting firm.However,while we remain an emerging growth company,we will not be required to include an attestation report oninternal control over financial reporting issued by our independent registered public accounting firm.The presence of material
182、weaknessin internal control over financial reporting could result in financial statement errors,which,in turn,could lead to error our financialreports and/or delays in our financial reporting,which could require us to restate our operating results.We might not identify one ormore material weaknesses
183、 in our internal controls in connection with evaluating our compliance with Section 404 of the Sarbanes-OxleyAct.In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal controls over financialreporting.We will need to expend significant resources and
184、 provide significant management oversight.Implementing any appropriatechanges to our internal controls may require specific compliance training of our directors and employees,entail substantial costs in orderto modify our existing accounting systems,take a significant period of time to complete and
185、divert managements attention from otherbusiness concerns.These changes may not,however,be effective in maintaining the adequacy of our internal control.12 As filed with the Securities and Exchange Commission on July 3,2023.If we are unable to conclude that we have effective internal controls over fi
186、nancial reporting,investors may lose confidence in ouroperating results,the price of the Ordinary Shares could decline and we may be subject to litigation or regulatory enforcement actions.Inaddition,if we are unable to meet the requirements of Section 404 of the Sarbanes-Oxley Act,the Ordinary Shar
187、es may not be able toremain listed on the exchange.Nasdaq may apply additional and more stringent criteria for our initial and continued listing because we plan to have a smallpublic offering and insiders will hold a large portion of the companys listed securities.Nasdaq Listing Rule 5101 provides N
188、asdaq with broad discretionary authority over the initial and continued listing of securities inNasdaq and Nasdaq may use such discretion to deny initial listing,apply additional or more stringent criteria for the initial or continuedlisting of particular securities,or suspend or delist particular s
189、ecurities based on any event,condition,or circumstance that exists oroccurs that makes initial or continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq,eventhough the securities meet all enumerated criteria for initial or continued listing on Nasdaq.In add
190、ition,Nasdaq has used its discretion todeny initial or continued listing or to apply additional and more stringent criteria in the instances,including but not limited to:(i)wherethe company engaged an auditor that has not been subject to an inspection by the Public Company Accounting Oversight Board
191、(“PCAOB”),an auditor that PCAOB cannot inspect,or an auditor that has not demonstrated sufficient resources,geographic reach,orexperience to adequately perform the companys audit;(ii)where the company planned a small public offering,which would result ininsiders holding a large portion of the compan
192、ys listed securities.Nasdaq was concerned that the offering size was insufficient toestablish the companys initial valuation,and there would not be sufficient liquidity to support a public market for the company;and(iii)where the company did not demonstrate sufficient nexus to the U.S.capital market
193、,including having no U.S.shareholders,operations,ormembers of the board of directors or management.Our public offering will be relatively small,and our companys insiders will hold alarge portion of the companys listed securities.Nasdaq might apply the additional and more stringent criteria for our i
194、nitial andcontinued listing,which might cause delay or even denial of our listing application.If we cannot satisfy,or continue to satisfy,the initial listing requirements and other rules of Nasdaq Capital Market,although weexempt from certain corporate governance standards applicable to US issuers a
195、s a Foreign Private Issuer,our securities may notbe listed or may be delisted,which could negatively impact the price of our securities and your ability to sell them.We will seek to have our securities approved for listing on the Nasdaq Capital Market upon consummation of this offering.We cannotassu
196、re you that we will be able to meet those initial listing requirements at that time.Even if our securities are listed on the NasdaqCapital Market,we cannot assure you that our securities will continue to be listed on the Nasdaq Capital Market.In addition,following this offering,in order to maintain
197、our listing on the Nasdaq Capital Market,we will be required to comply withcertain rules of Nasdaq Capital Market,including those regarding minimum stockholders equity,minimum share price,and certaincorporate governance requirements.Even if we initially meet the listing requirements and other applic
198、able rules of the Nasdaq CapitalMarket,we may not be able to continue to satisfy these requirements and applicable rules.If we are unable to satisfy the Nasdaq CapitalMarket criteria for maintaining our listing,our securities could be subject to delisting.If the Nasdaq Capital Market does not list o
199、ur securities or subsequently delists our securities from trading,we could face significantconsequences,including:limited availability for market quotations for our securities;reduced liquidity with respect to our securities;a determination that our Ordinary Share is a“penny stock,”which will requir
200、e brokers trading in our Ordinary Share to adhere tomore stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Share;13 As filed with the Securities and Exchange Commission on July 3,2023.limited amount of news and analyst coverag
201、e;and a decreased ability to issue additional securities or obtain additional financing in the future.The market price of our ordinary shares may be volatile or may decline regardless of our operating performance,and you maynot be able to resell your shares at or above the public offering price.The
202、public offering price for our ordinary shares will be determined through negotiations between the underwriters and us and may varyfrom the market price of our ordinary shares following our public offering.If you purchase our ordinary shares in our public offering,you may not be able to resell those
203、shares at or above the public offering price.We cannot assure you that the public offering price of ourordinary shares,or the market price following our public offering,will equal or exceed prices in privately negotiated transactions of ourshares that have occurred from time to time prior to our pub
204、lic offering.The market price of our ordinary shares may fluctuatesignificantly in response to numerous factors,many of which are beyond our control,including:actual or anticipated fluctuations in our revenue and other operating results;the financial projections we may provide to the public,any chan
205、ges in these projections or our failure to meet these projections;actions of securities analysts who initiate or maintain coverage of us,changes in financial estimates by any securities analysts whofollow our company,or our failure to meet these estimates or the expectations of investors;announcemen
206、ts by us or our competitors of significant services or features,technical innovations,acquisitions,strategicrelationships,joint ventures,or capital commitments;price and volume fluctuations in the overall stock market,including as a result of trends in the economy as a whole;lawsuits threatened or f
207、iled against us;and other events or factors,including those resulting from war or incidents of terrorism,or responses to these events.In addition,the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect themarket prices of equity securities o
208、f many companies.Stock prices of many companies have fluctuated in a manner unrelated ordisproportionate to the operating performance of those companies.In the past,stockholders have filed securities class action litigationfollowing periods of market volatility.In the event that we were to become in
209、volved in securities litigation,it could subject us tosubstantial costs,divert resources and the attention of management from our business,and adversely affect our business.We have broad discretion in the use of the net proceeds from our public offering and may not use them effectively.To the extent
210、(i)we raise more money than required for the purposes explained in the section titled“Use of Proceeds”or(ii)wedetermine that the proposed uses set forth in that section are no longer in the best interests of our Company,we cannot specify with anycertainty the particular uses of such net proceeds tha
211、t we will receive from our public offering.Our management will have broaddiscretion in the application of such net proceeds,including working capital,possible acquisitions,and other general corporate purposes,and we may spend or invest these proceeds in a way with which our stockholders disagree.The
212、 failure by our management to apply thesefunds effectively could harm our business and financial condition.Pending their use,we may invest the net proceeds from our publicoffering in a manner that does not produce income or that loses value.As of the date of this Prospectus,Management has not determ
213、inedthe types of businesses that the Company will target or the terms of any potential acquisition.14 As filed with the Securities and Exchange Commission on July 3,2023.We will incur additional costs as a result of becoming a public company,which could negatively impact our net income andliquidity.
214、Upon completion of this offering,we will become a public company in the United States.As a public company,we will incur significantlegal,accounting and other expenses that we did not incur as a private company.In addition,Sarbanes-Oxley and rules and regulationsimplemented by the SEC and the Nasdaq
215、Capital Market require significantly heightened corporate governance practices for publiccompanies.We expect that these rules and regulations will increase our legal,accounting and financial compliance costs and will makemany corporate activities more time-consuming and costly.We do not expect to in
216、cur materially greater costs as a result of becoming a public company than those incurred by similarly sized U.S.public companies.In the event that we fail to comply with these rules and regulations,we could become the subject of a governmentalenforcement action,investors may lose confidence in us a
217、nd the market price of our ordinary shares could decline.15 As filed with the Securities and Exchange Commission on July 3,2023.SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that involve substantial risks and uncertainties.In some cases,you can
218、 identifyforward-looking statements by the words“may,”“might,”“will,”“could,”“would,”“should,”“expect,”“intend,”“plan,”“objective,”“anticipate,”“believe,”“estimate,”“predict,”“potential,”“continue”and“ongoing,”or the negative of these terms,or other comparableterminology intended to identify stateme
219、nts about the future.These statements involve known and unknown risks,uncertainties andother important factors that may cause our actual results,levels of activity,performance or achievements to be materially different fromthe information expressed or implied by these forward-looking statements.The
220、forward-looking statements and opinions contained inthis prospectus are based upon information available to us as of the date of this prospectus and,while we believe such information formsa reasonable basis for such statements,such information may be limited or incomplete,and our statements should n
221、ot be read to indicatethat we have conducted an exhaustive inquiry into,or review of,all potentially available relevant information.Forward-lookingstatements include statements about:our future financial performance,including our expectations regarding our revenue,cost of revenue,operating expenses,
222、includingcapital expenditures related to asset-intensive offerings,our ability to determine reserves and our ability to achieve and maintainfuture profitability;our ability to develop and market new products;the continued market acceptance of our products;the sufficiency of our cash,cash equivalents
223、 and investments to meet our liquidity needs;our ability to manage operations-related risk;our expectations and management of future growth;our expectations concerning relationships with third parties;the impact of COVID-19 on the Company;our ability to maintain,protect and enhance our intellectual
224、property;our ability to successfully acquire and integrate companies and assets;the increased expenses associated with being a public company;exposure to product liability and defect claims;protection of our intellectual property rights;changes in the laws that affect our operations;inflation and fl
225、uctuations in foreign currency exchange rates;our ability to obtain all necessary governmentcertifications,approvals,and/or licenses to conduct our business;continued development of a public trading market for our securities;the cost of complying with current and future governmental regulations and
226、the impact of any changes in the regulations on ouroperations;managing our growth effectively;fluctuations in operating results;dependence on our senior management and key employees;andother factors set forth under“Risk Factors.”We caution you that the foregoing list may not contain all of the forwa
227、rd-looking statements made in this prospectus.You should not rely upon forward-looking statements as predictions of future events.We have based the forward-looking statementscontained in this prospectus primarily on our current expectations and projections about future events and trends that we beli
228、eve mayaffect our business,financial condition,results of operations and prospects.The outcome of the events described in these forward-looking statements is subject to risks,uncertainties and other factors,including those described in the section titled“Risk Factors”andelsewhere in this prospectus.
229、Moreover,we operate in a very competitive and rapidly changing environment.New risks and uncertaintiesemerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus.We cannot assur
230、e you that the results,events and circumstances reflected in the forward-looking statements will be achieved or occur,and actual results,events or circumstances could differ materially from those described inthe forward-looking statements.16 As filed with the Securities and Exchange Commission on Ju
231、ly 3,2023.Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements.Moreover,the forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made.We undertake no obligati
232、on to update any forward-looking statements made in this prospectus to reflect events or circumstances after thedate of this prospectus or to reflect new information or the occurrence of unanticipated events,except as required by law.We may notactually achieve the plans,intentions or expectations di
233、sclosed in our forward-looking statements and you should not place unduereliance on our forward-looking statements.Our forward-looking statements do not reflect the potential impact of any futureacquisitions,mergers,dispositions,joint ventures or investments we may make.In addition,statements that“w
234、e believe”and similar statements reflect our beliefs and opinions on the relevant subject.These statementsare based upon information available to us as of the date of this prospectus,and while we believe such information forms a reasonablebasis for such statements,such information may be limited or
235、incomplete,and our statements should not be read to indicate that we haveconducted an exhaustive inquiry into,or review of,all potentially available relevant information.These statements are inherentlyuncertain and investors are cautioned not to unduly rely upon these statements.17 As filed with the
236、 Securities and Exchange Commission on July 3,2023.USE OF PROCEEDS We estimate that we will receive net proceeds from this offering of approximately$million after deducting estimatedunderwriting discounts and commissions and the estimated offering expenses payable by us and based upon an assumed ini
237、tial offeringprice of$5.00 per ordinary share(excluding any exercise of the underwriters over-allotment option).A$increase(decrease)in the assumed initial public offering price of$5.00 per share would increase(decrease)the netproceeds to us from this offering by approximately$million,after deducting
238、 the estimated underwriting discounts andcommissions and estimated aggregate offering expenses payable by us and assuming no change to the number of ordinary share offeredby us as set forth on the cover page of this prospectus,provided,however,that in no case would we decrease the initial public off
239、eringprice to less than$4.00 per share.Description of UseEstimated Amount ofNet Proceeds(US$)Percentage Brand promotion and marketing Recruitment of talented personnel Expansion of new offices and servicing scope Enhancement of IT system General working capital The foregoing represents our current i
240、ntentions based upon our present plans and business conditions to use and allocate the net proceedsof this offering.Our management,however,will have some flexibility and discretion to apply the net proceeds of this offering.If anunforeseen event occurs or business conditions change,we may use the pr
241、oceeds of this offering differently than as described in thisprospectus.To the extent that the net proceeds we receive from this offering are not imminently used for the above purposes,we intendto invest in short-term,interest-bearing bank deposits or debt instruments.18 As filed with the Securities
242、 and Exchange Commission on July 3,2023.DIVIDEND POLICY We have never declared or paid any cash dividends on our common stock,and we do not currently intend to pay any cash dividends onour common stock in the foreseeable future.We currently intend to retain all available funds and any future earning
243、s to support operations and to finance the growth and developmentof our business.Any future determination to pay dividends will be made at the discretion of our board of directors,subject to applicable laws,and willdepend upon,among other factors,our results of operations,financial condition,contrac
244、tual restrictions,and capital requirements.Under the current practice of the Inland Revenue Department of Hong Kong,no tax is payable in Hong Kong in respect of dividendspaid by us.See“Taxation Hong Kong Enterprise Taxation.”From time to time,we may also enter into other loan or credit agreements or
245、 similar borrowing arrangements that may further restrict ourability to declare or pay dividends on our common stock.Our board of directors will have sole discretion in making any futuredetermination to pay dividends,subject to applicable laws,taking into account,among other factors,our results of o
246、perations,financialcondition,contractual restrictions,and capital requirements.19 As filed with the Securities and Exchange Commission on July 3,2023.CORPORATE STRUCTURE CORPORATE STRUCTURE 20 As filed with the Securities and Exchange Commission on July 3,2023.BUSINESS Our Mission SIXGOMEOW sets the
247、 standard for national beauty salons and builds a one-kilometer skin beautification ecosystem.Overview of Our Company SIXGOMEOW is an Internet beauty industry empowerment platform,relying on the core concepts of mentor disintermediation andsite sharing to provide consumers with convenient,cost-effec
248、tive and fun beauty services,and is committed to becoming a disruptor ofthe chaotic domestic beauty industry.SIXGOMEOW is committed to providing users with convenient,cost-effective,personalized,warm and happy beauty and skin careservices.It redefines the miniaturized beauty industry complex with fe
249、atures such as monthly payment system,membership system,intelligence,no promotion throughout the process,and a large number of high-quality projects.The Industry Industry Introduction 1.IndustrializationThe average development time of the national beauty industry is more than 20 years.From a single
250、storefront service,it has developedinto beauty,hairdressing,medical cosmetology,body,manicure,tattoo,image design,color storefront services,as well as professionalvocational education,related professional equipment,Supplies,utensils,research and development,production and sales are the maincomprehen
251、sive industries,and leading brands and leading enterprises have been born in each field.2.CollectivizationThe early beauty industry was dominated by small beauty workshops,and todays beauty industry has formed many representativecompanies that are grouped.Large-scale beauty institutions have more th
252、an a thousand franchise chain stores,such as Tianjin RoutingGroup,France Shiting International Beauty Chain Group,Shanghai Natural Beauty,etc.They have their own production plants,training bases,research and development institutions,educational institutions,and Monitan educational institution has do
253、zens ofchain-scale schools at home and abroad.3.MatureThe early beauty industry,regardless of store decoration,equipment,technology,and supplies,seemed simple,rough,and irregular.Atpresent,the overall maturity of the national beauty industry has been clearly reflected.Optimized through fundamental c
254、hanges.4.MarketizationThe beauty and hairdressing industry is a human body industry with a very large space for expansion and expansion.Every part of it willextend to four levels of beautification,shaping,health and health preservation.Every level and every structural part of the human bodyexpands v
255、ertically and horizontally with the concept of the nth power.Its living space and growth space are very broad,and itsmarketization is very strong.Based on this,the national beauty industry has emerged in various fields with excellent characteristicbrands and characteristic service mechanisms that me
256、et market demand.21 As filed with the Securities and Exchange Commission on July 3,2023.5.InternationalizationIn the early days of Chinas beauty industry,it borrowed more international names and brilliance,and international masters andinternational famous brands were flooded.But today,after joining
257、the WTO,internationalization has been effectively reflectedtheindustry presents a phenomenon of two-way interaction at home and abroad,and the penetration is increasingly broad and frequent.Industry Data 2.The total number of employees in the national beauty industry is about 11.2 million,which is o
258、ne of the industries with the largestnumber of employees in the tertiary industry.2.There are about 1.532 million beauty institutions in cities and towns across the country.3.The total operating income of the national urban beauty industry is 168.04 billion.4.Every 10,000 urban residents in the coun
259、try have an average of 32 beauty shops,and each beauty shop employs 5.1 people.5.The average annual wage level of each beauty worker in cities and towns across the country is 11,600 yuan,which is slightly higherthan the average wage level of all types of employees in the country.6.The beauty industr
260、y accounts for 5.21%of the output value of the tertiary industry.7.The average monthly beauty expenditure of the urban population is 21.33 yuan/month.8.Large market demand,complex structure of employees,relatively strong experimentation and relatively low level of industrialstructure are the four ma
261、jor characteristics of the current Chinese beauty industry.Industry Pain Points 1.Difficult to attract customers 2.High employee turnover rate 3.Difficult to improve performance 4.Lack of core competitiveness 5.Blind selling Customer Object Compete with the public with small crowds,and compete with
262、the whole age with rejuvenation The banner of rejuvenation adopts the characteristics and details of rejuvenation that resonate with both young people and older people.Then it is possible to achieve the goal of winning the public with a small crowd and winning the whole age with youth.Select rejuven
263、ation elements that are acceptable and recognized by young people(under 22 years old)and sub-young people(22-35years old),such as social software dialogue bubbles,flat pinkish colors,youthful IP for all ages,and Internet-enabled The language styleand other elements of the atmosphere are used to refi
264、ne the image.Combined with the previous marketing strategies,the unique imagepositioning of Liumiao in the terminal has been formed.22 As filed with the Securities and Exchange Commission on July 3,2023.REGULATIONS Hong Kong Laws and Regulations Business Registration Ordinance(Chapter 310 of the Law
265、s of Hong Kong)(“BRO”)As we carry on businesses in Hong Kong,we are subject to the BRO,which requires every person(a company or an individual)carryingon a business in Hong Kong to register with the Inland Revenue Department and obtain a business registration certificate within onemonth of the commen
266、cement of the business.Business registration is a process based on application and does not involve governmentapproval.Once the requisite criteria are met,a business registration certificate will be granted.Business registration serves to notify theInland Revenue Department of the establishment of a
267、 business in Hong Kong and facilitate the collection of tax from businesses in HongKong.Mandatory Provident Fund Schemes Ordinance(Chapter 485 of the Laws of Hong Kong)(the“MPFSO”)As we employed employees in our office in Hong Kong,we are hence subject to the provisions under the MPFSO.Section 7 of
268、theMPFSO requires every employer of a relevant employee to take all practicable steps to ensure that the employee becomes a member of aregistered scheme within the permitted period after the relevant time.Section 7A of the MPFSO requires an employer who is employinga relevant employee to,for each co
269、ntribution period occurring after that commencement(i)from the employers own funds,contribute tothe relevant registered scheme the amount determined in accordance with MPFSO;and(ii)deduct from the employees relevant incomefor that period as a contribution by the employee to that scheme the amount de
270、termined in accordance with MPFSO.Occupational Safety and Health Ordinance(Chapter 509 of the Laws of Hong Kong)(the“OSHO”)As we have employees working in our office in Hong Kong,we are subject to the provisions under OSHO.The OSHO provides forprotection of employees safety and health in workplaces.
271、According to section 6(1)of the OSHO,employers must as far as reasonablypracticably ensure the safety and health of their employees in workplace.An employer who fails to ensure the safety and health ofemployees in a workplace is liable on conviction to a fine of HK$200,000.An employer who fails to d
272、o so intentionally,knowingly orrecklessly commits an offence and is liable on conviction to a fine of HK$200,000 and to imprisonment for six months.Employees Compensation Ordinance(Chapter 282 of the Laws of Hong Kong)(the“ECO”)As we have employees working in our office in Hong Kong,we are subject t
273、o the provisions under the ECO.The ECO establishes a no-fault and non-contributory employee compensation system for work injuries and sets out,among others,the rights and obligations ofemployers and employees in respect of injuries or death caused by accidents arising out of and in the course of emp
274、loyment.Under the ECO,if an employee sustains injuries or dies as a result of an accident arising out of and in the course of employment,theemployer is generally liable to pay compensation even if the employee might have committed acts of faults or negligence when theaccident occurred.Pursuant to se
275、ction 40 of the ECO,all employers are required to take out insurance policies to cover their liabilities for injuries at workin respect of all their employees.An employer who fails to comply with the abovementioned is liable on conviction upon indictment to afine at level 6 and to imprisonment for t
276、wo years.23 As filed with the Securities and Exchange Commission on July 3,2023.Inland Revenue Ordinance(Chapter 112 of the Laws of Hong Kong)(the“IRO”)As we carry on our business through our production sites in the PRC and trading companies in Hong Kong,the provisions relating totransfer pricing fo
277、r intra-group transactions in the IRO apply to us.The IRO contains provisions which require the adoption of the armslength principle for pricing in related party transactions.Section 20A of the IRO gives the Inland Revenue Department(the“IRD”)wide powers to collect tax due from non-residents.The IRD
278、may also make transfer pricing adjustments by disallowing expenses incurred by the Hong Kong resident under sections 16(1),17(1)(b)and 17(1)(c)of the IRO and challenging the entire arrangement under general anti-avoidance provisions,such as sections 61 and 61A ofthe IRO.In December 2009,the IRD rele
279、ased Departmental Interpretation and Practice Notes No.46(“DIPN 46”).DIPN 46 providesclarifications and guidance on the IRDs views on transfer pricing and how it intends to apply the existing provisions of the IRO toestablish whether related parties are transacting at arms length prices.Generally,th
280、e IRD would seek to apply the principles in theTransfer Pricing Guidelines for Multinational Enterprises and Tax Administrations issued by Organization for Economic Cooperationand Development,except where they are incompatible with the express provisions of the IRO.In July 2018,the Inland Revenue(Am
281、endment)No.6 Ordinance 2018 was enacted to introduce a legislative framework to govern howthe pricing for the supply of goods and services between associated parties should be determined and implemented.Codifiedinternational transfer pricing principles include,amongst others,the arms length principl
282、e for provision between associated persons,theseparate enterprises principle for attributing income or loss of non-Hong Kong resident persons,and the three-tier transfer pricingdocumentation requirements relating to master file,local file and country-by-country report.24 As filed with the Securities
283、 and Exchange Commission on July 3,2023.MANAGEMENT Directors and Executive Officers The following table sets forth information regarding our directors and executive officers as of the date of this prospectus.NameAgePosition/TitleHongmin Qi34Chairman of Board of Directors and Chief Executive Officer
284、Chongjian Ye41Vice Chairman of the Board and General Manager Hongmin Qi is our Chairman of Board of Directors and Chief Executive Officer and has served as our chairman since our inception in2023.Since 2015,Chairman Qi has been engaged in the planning and operation of beauty brands.During his career
285、,the cumulativebusiness scale has exceeded RMB 1 billion,he has served more than 700 brand owners,and has coached more than 2,300 business teamfounders.Manage over 40 beauty brands.Chongjian Ye is our Vice Chairman of the Board and General Manager since 2023.Vice Chairman Ye has more than 6 years of
286、operating experience in beauty brand operation.Vice Chairman Ye was the co-founder and CEO of Aifei Tianhou,and the co-founderand chief operating officer of Princess He.Family Relationships None of the directors,director appointees,or executive officers has a family relationship as defined in Item 4
287、01 of Regulation S-K.Board of Directors Our board of directors will consist of five directors upon the SEC s declaration of effectiveness of our registration statement on Form F-1 of which this prospectus is a part,three of whom are independent directors within the meaning of Nasdaq Marketplace Rule
288、 5605(a)(2)and Rule 10A-3 under the Exchange Act.Subject to the Nasdaq rules and disqualification by the chairman of the relevant board meeting,a director may vote in respect of anycontract or proposed contract or transaction notwithstanding that he may be interested therein provided that the nature
289、 of the interest ofany director in such contract or transaction shall be disclosed by him or her at or prior to its consideration and any vote on that matter,and if he or she does so his or her vote shall be counted and he may be counted in the quorum at any meeting of the directors at whichany such
290、 contract or proposed contract or transaction is considered.Our board of directors may exercise all the powers of the company toborrow money,mortgage or charge its undertaking,property and uncalled capital,and issue debentures,debenture stock and othersecurities whenever money is borrowed or as secu
291、rity for any debt,liability or obligation of the company or of any third party.None ofour directors has a service contract with us that provides for benefits upon termination of service as a director.Board Committees Prior to the completion of this offering,we intend to establish an audit committee,
292、a compensation committee and a nomination andcorporate governance committee under our board of directors.We intend to adopt a charter for each of the committees prior to thecompletion of this offering.Each committees members and functions are described below.25 As filed with the Securities and Excha
293、nge Commission on July 3,2023.Audit Committee The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.The audit committee is responsible for,among other things:appointing or removing the independent auditor and pre-appro
294、ving all auditing and non-auditing services permitted to be performedby the independent auditor;setting clear hiring policies for employees or former employees of the independent auditor;reviewing with the independent auditor any audit problems or difficulties and managements response;reviewing and
295、approving all related-party transactions;discussing the annual audited financial statements with management and the independent auditor;discussing with management and the independent auditor major issues regarding accounting principles and financial statementpresentations;reviewing analyzes or other
296、 written communications prepared by management or the independent auditor relating to significantfinancial reporting issues and judgments made in connection with the preparation of the financial statements;reviewing with management and the independent auditor the effect of key transactions,related-p
297、arty transactions and off-balancesheet transactions and structures;reviewing with management and the independent auditor the effect of regulatory and accounting initiatives;reviewing policies with respect to risk assessment and risk management;reviewing our disclosure controls and procedures and int
298、ernal control over financial reporting;reviewing reports from the independent auditor regarding all critical accounting policies and practices to be used by our company;establishing procedures for the receipt,retention and treatment of complaints we received regarding accounting,internal accountingc
299、ontrols or auditing matters and the confidential,anonymous submission by our employees of concerns regarding questionableaccounting or auditing matters;periodically reviewing and reassessing the adequacy of our audit committee charter;evaluating the performance,responsibilities,budget and staffing o
300、f our internal audit function and reviewing and approving theinternal audit plan;and reporting regularly to the board of directors.Compensation Committee Our compensation committee assists the board in reviewing and approving the compensation structure,including all forms ofcompensation,relating to
301、our executive officers.The compensation committee is responsible for,among other things:reviewing and approving,or recommending to the board for its approval,the compensation of our executive officers;reviewing and evaluating our executive compensation and benefits policies generally;in consultation
302、 with our chief executive officer,periodically reviewing our management succession planning;reporting to our board of directors periodically;evaluating its own performance and reporting to our board of directors on such evaluation;periodically reviewing and assessing the adequacy of the compensation
303、 committee charter and recommending any proposed changesto our board of directors;and selecting compensation consultant,legal counsel or other adviser only after taking into consideration all factors relevant to thatpersons independence from management.26 As filed with the Securities and Exchange Co
304、mmission on July 3,2023.Nomination and Corporate Governance Committee The nomination and corporate governance committee assists the board in selecting individuals qualified to become our directors and indetermining the composition of the board and its committees.The nomination and corporate governan
305、ce committee is responsible for,among other things:identifying and recommending to the board of directors qualified individuals for membership on the board of directors and itscommittees;evaluating,at least annually,its own performance and reporting to the board of directors on such evaluation;leadi
306、ng our board of directors in a self-evaluation to determine whether it and its committees are functioning effectively;reviewing the evaluations prepared by each board committee of such committees performance and considering any recommendationsfor proposed changes to our board of directors;reviewing
307、and approving compensation(including equity-based compensation)for our directors;overseeing compliance with the corporate governance guidelines and code of business conduct and ethics and reporting on suchcompliance to the board of directors;and reviewing and assessing periodically the adequacy of i
308、ts charter and recommending any proposed changes to the board of directorsfor approval.Corporate Governance Our board of directors has adopted a code of business conducts and ethics,which is applicable to all of our directors,officers,employeesand advisors.We will make our code of business conducts
309、and ethics publicly available on our website.In addition,our board ofdirectors has adopted a set of corporate governance guidelines.The guidelines reflect certain guiding principles with respect to ourboards structure,procedures and committees.The guidelines are not intended to change or interpret a
310、ny law,or our memorandum andarticles of association,as amended from time to time.The code of business conducts and ethics and corporate governance guidelines allbecome effective upon completion of this offering.Employment Agreements and Indemnification Agreements We have entered into employment agre
311、ements with each of our executive officers for a specified time period providing that theagreements are terminable for cause at any time.The terms of these agreement are substantially similar to each other.A senior executiveofficer may terminate his or her employment at any time by 30-day prior writ
312、ten notice.We may terminate the executive officersemployment for cause,at any time,without advance notice or remuneration,for certain acts of the executive officer,such as convictionor plea of guilty to a felony or any crime involving moral turpitude,negligent or dishonest acts to our detriment,or m
313、isconduct or afailure to perform agreed duties.Each executive officer has agreed to hold in strict confidence and not to use,except for the benefit of our company,any proprietaryinformation,technical data,trade secrets and know-how of our company or the confidential or proprietary information of any
314、 third party,including our subsidiaries and our clients,received by our company.Each of these executive officers has also agreed to be bound bynoncompetition and non-solicitation restrictions during the term of his or her employment and typically for two years following the lastdate of employment.We
315、 expect to enter into indemnification agreements with our directors and executive officers,pursuant to which we will agree toindemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claimsmade by reason of their being such a
316、director or officer.27 As filed with the Securities and Exchange Commission on July 3,2023.PRINCIPAL SHAREHOLDERS The following table sets forth the beneficial ownership of our common stock(i)as of and(ii)immediately following this offering,asadjusted to reflect the sale of shares of common stock by
317、 us,in each case,by the following individuals or groups:leach of our directors;leach of our named executive officers;lall of our directors and executive officers as a group;andleach person,or group of affiliated persons,who is known by us to beneficially own more than 5%of our common stock.We have d
318、etermined beneficial ownership in accordance with the rules of the SEC.These rules generally attribute beneficial ownershipof securities to persons who possess sole or shared voting power or investment power with respect to those securities,or have the right toacquire such powers within 60 days.Unde
319、r these rules,more than one person may be deemed beneficial owner of the same securities anda person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.In addition,the rulesinclude shares of common stock issuable pursuant to the exercise of stock op
320、tions or warrants that are either immediately exercisable orexercisable on or before ,2023,which is 60 days after ,2023.These shares are deemed to be outstanding andbeneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of thatperson,
321、but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.Theinformation contained in the following table is not necessarily indicative of beneficial ownership for any other purpose,and the inclusionof any shares in the table does not constitut
322、e an admission of beneficial ownership of those shares.Unless otherwise indicated,thepersons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially ownedby them,subject to applicable community property laws.Ordinary Shares Benefici
323、allyOwned Prior to ThisOffering Shares Beneficially OwnedAfter This Offering Number%Number%Directors and Executive Officers:Chongjian Ye 4,900,000 49%Hongmin Qi 4,600,000 46%All executive officers,continuing directors and director nomineesas a group(4 persons)9,500,000 95%Other Beneficial Owners She
324、nzhen Qianhai Longxiao Investment Consulting Co,.Ltd 300,000 3%Shenzhen Junying Capital Management Co.,Ltd 200,000 2%28 As filed with the Securities and Exchange Commission on July 3,2023.SHARES ELIGIBLE FOR FUTURE SALE Upon completion of this offering,we will have Ordinary Shares outstanding assumi
325、ng the underwriters do not exercise their over-allotment option to purchase additional Ordinary Shares.Of that amount,Ordinary Shares will be publicly held by investors participatingin this offering,and Ordinary Shares will be held by our existing shareholders,some of whom may be our“affiliates”as t
326、hat term isdefined in Rule 144 under the Securities Act.As defined in Rule 144,an“affiliate”of an issuer is a person that directly,or indirectlythrough one or more intermediaries,controls,or is controlled by,or is under common control with,the issuer.Prior to this offering,therehas been no public ma
327、rket for our Ordinary Shares.While we intend to list the Ordinary Shares on the Nasdaq Capital market,we cannotassure you that a regular trading market will develop in our Ordinary Shares.Future sales of substantial amounts of our Ordinary Shares in the public markets after this offering,or the perc
328、eption that such sales mayoccur,could adversely affect market prices prevailing from time to time.As described below,only a limited number of our OrdinaryShares currently outstanding will be available for sale immediately after this offering due to contractual and legal restrictions on resale.Nevert
329、heless,after these restrictions lapse,future sales of substantial amounts of our ordinary share,including ordinary share issuedupon exercise of outstanding options,in the public market in the United States,or the possibility of such sales,could negatively affectthe market price in the United States
330、of our ordinary share and our ability to raise equity capital in the future.All of the ordinary shares sold in the offering will be freely transferable by persons other than our“affiliates”in the United Stateswithout restriction or further registration under the Securities Act.Ordinary shares purcha
331、sed by one of our“affiliates”may not beresold,except pursuant to an effective registration statement or an exemption from registration,including an exemption under Rule 144under the Securities Act described below.The ordinary share held by existing shareholders are,and any ordinary share issuable up
332、on exercise of options outstanding following thecompletion of this offering will be,“restricted securities,”as that term is defined in Rule 144 under the Securities Act.These restrictedsecurities may be sold in the United States only if they are registered or if they qualify for an exemption from re
333、gistration under Rule 144or Rule 701 under the Securities Act.These rules are described below.Lock-Up Agreements Our directors,executive officers and shareholders have agreed,subject to limited exceptions,not to offer,pledge,announce the intentionto sell,sell,contract to sell,sell any option or contract to purchase,purchase any option or contract to sell,grant any option,right orwarrant to purchas