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1、F-1 1 formf-1.htm As submitted to the Securities and Exchange Commission on September 7,2023 Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDER THE SECURITIES ACT OF 1933 YOUXIN TECHNOLOGY LTD(Exact Name of Registrant as Speci

2、fied in Its Charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 7372 Not Applicable(State or other jurisdiction of incorporation or organization)(Primary Standard Industrial Classification Code Number)(I.R.S.EmployerIdentification Number)Room 802,803,No.13 Haian Road,T

3、ianhe District,Guangzhou,Guangdong ProvincePeoples Republic of ChinaTel:+86 (Address,Including Zip Code,and Telephone Number,Including Area Code,of RegistrantsPrincipalExecutive Offices)Puglisi&Associates850 Library Avenue,Suite 204Newark,Delaware 19711Tel:+1(302)738-6680(Name,address,inc

4、luding zip code,andtelephone number,including area code,of agent for service)Copies to:Anthony W.Basch,Esq.Alexander W.Powell Jr.,Esq.Benming Zhang,Esq.Kaufman&Canoles P.C.Two James Center,14th Floor1021 East Cary StreetRichmond,Virginia 23219Tel:+1(804)771-5700Spencer G.Feldman,Esq.Dakota J.Forsyth

5、,Esq.Olshan Frome Wolosky LLP1325 Avenue of the Americas,15th FloorNew York,New York 10019Tel:+1(212)451-2300 Approximate date of commencement of proposed sale to public:As soon as practicable after the effective date of this Registration Statement.If any of the securities being registered on this F

6、orm are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,please check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following box and list the Sec

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

8、liereffective 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 the Securities Act registration statement number of the earliereffective registration statement for the same of

9、fering.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 If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant ha

10、s elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards

11、 Board to its Accounting Standards Codification after April 5,2012.The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment whichspecifically states that this registration statem

12、ent shall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933 or until the registration statement shallbecome effective on such date as the Commission,acting pursuant to said Section 8(a),may determine.EXPLANATORY NOTE This Registration Statement contains two pro

13、spectuses,as set forth below.Public Offering Prospectus.A prospectus to be used for the initial public offering of up to 2,000,000 Class A ordinary shares,or Class A Shares of the registrant(the“Public OfferingProspectus”)through the underwriters named in the Underwriting section of the Public Offer

14、ing Prospectus.Resale Prospectus.A prospectus to be used for the potential resale by the Selling Shareholders of up to 1,750,000 Class A Shares of the registrant held by them and/or issuable to them,collectively,that are not being sold pursuant to the Public Offering Prospectus(the“Resale Prospectus

15、”).The Resale Prospectus is substantively identical to the Public Offering Prospectus,except for the following principal points:they contain different front cover pages;all references in the Public Offering Prospectus to“this offering”will be changed to“the IPO,”defined as the underwritten initial p

16、ublic offering of our Class A Shares,in the ResaleProspectus;all references in the Public Offering Prospectus to“underwriters”will be changed to“underwriters of the IPO”in the Resale Prospectus;they contain different“Use of Proceeds”sections;the section“Principal Shareholders”from the Public Offerin

17、g Prospectus is deleted from the Resale Prospectus and the section“Selling Shareholders”is inserted in its place;no“Dilution”section in the Resale Prospectus;they contain different“Summary The Offering”sections;the section“Shares Eligible For Future Sale Selling Shareholders Resale Prospectus”from t

18、he Public Offering Prospectus is deleted from the Resale Prospectus;the“Underwriting”section from the Public Offering Prospectus is deleted from the Resale Prospectus and a“Plan of Distribution”section is inserted in its place;the“Legal Matters”section in the Resale Prospectus deletes the reference

19、to counsel for the underwriter;and they contain different back cover pages.The Registrant has included in this Registration Statement a set of alternate pages after the back cover page of the Public Offering Prospectus(the“Alternate Pages”)to reflect the foregoingdifferences in the Resale Prospectus

20、 as compared to the Public Offering Prospectus.The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by theregistrant.The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of

21、the Alternate Pages and will be used for the resale offeringby the Selling Shareholders of the balance of their Class A Shares that are not being sold pursuant to the Public Offering Prospectus.The information in this prospectus is not complete and may be changed.We will not sell these securities un

22、til the registration statement filed with the Securities and ExchangeCommission is effective.This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.PRELIMINARY PROSPECTUS SUBJECT TO COMP

23、LETION,DATED SEPTEMBER 7,2023 2,000,000 Class A Ordinary Shares YOUXIN TECHNOLOGY LTD This is the initial public offering of Youxin Technology Ltd,a Cayman Islands company.We are offering 2,000,000 Class A ordinary shares,par value$0.0001 per share(“Class A Shares”).Weexpect the initial public offer

24、ing price of our Class A Shares to be$4.00 per share.We have two classes of shares,the Class A Shares being offered and the Class B ordinary shares,par value$0.0001 per share(“Class B Shares”).The rights of holders of our Class A Shares andholders of our Class B Shares are essentially identical exce

25、pt for voting and conversion rights.The holders of Class A Shares are entitled to 1 vote per share and the holders of the Class B Shares areentitled to 20 votes per share.Each Class B Share is convertible into one Class A Share under certain circumstances.See“Description of Share Capital”for more in

26、formation on our securities.Prior to the offering,no public market has existed for our Class A Shares.We have applied to list our Class A Shares for trading on The Nasdaq Capital Market under the symbol“YAAS”.We believethat upon the completion of the offering contemplated by this prospectus,we will

27、meet the standards for listing on The Nasdaq Capital Market.We cannot guarantee that we will be successful inlisting our Class A Shares for trading on The Nasdaq Capital Market;however,we will not complete this offering unless we are so listed.Concurrently with this offering,we are registering an ag

28、gregate of 1,750,000 Class A Shares for resale by certain shareholders,or the Selling Shareholders,by means of a separate prospectus.Wewill pay the expenses associated with the sale of the Class A Shares by the Selling Shareholders pursuant to the Resale Prospectus.Our registration of the Class A Sh

29、ares for resale by the SellingShareholders covered by the Resale Prospectus does not mean that the Selling Shareholders will issue,offer or sell,as applicable,any of the Class A Shares.The Selling Shareholders may offer andsell the Class A Shares covered by the Resale Prospectus in a number of diffe

30、rent ways and at varying prices.We provide more information in the section entitled“Plan of Distribution”in the ResaleProspectus.We are a holding company incorporated in the Cayman Islands,and we operate our core businesses through our subsidiary in the Peoples Republic of China(“PRC”or“Mainland Chi

31、na”).We donot,and currently have no plans to conduct operations in Hong Kong,Macau or Taiwan.This is an offering of the Class A Shares of the Cayman Islands holding company,which does notconduct operations.You are not investing in Guangzhou Youxin Technology Co.,Ltd.,the PRC operating company,and ma

32、y never hold equity in our PRC operating subsidiary.Therefore,the availability of funds for us to pay dividends to our shareholders and to service our indebtedness depends upon dividends received from the PRC subsidiary.If the PRC subsidiaryincurs debt or losses,its ability to pay dividends or other

33、 distributions to us may be impaired.As a result,our ability to pay dividends and to repay our indebtedness will be restricted.PRC lawsrequire that dividends be paid only out of the after-tax profit of the PRC subsidiary calculated according to PRC accounting principles,which differ in many aspects

34、from accounting principles inother jurisdictions.PRC laws also require enterprises established in the PRC to set aside part of their after-tax profits as statutory reserves.These statutory reserves are not available for distribution ascash dividends.In addition,restrictive covenants in bank credit f

35、acilities or other agreements that we or our subsidiary may enter into in the future may also restrict the ability of our subsidiary to paydividends to us.These restrictions on the availability of our funding may impact our ability to pay dividends to our shareholders and to service our indebtedness

36、.As of the date of this prospectus,none of our subsidiaries has made any dividends or distributions to our company and our company has not made any dividends or distributions to our shareholders.Since the incorporation of ourCayman Islands holding company,no cash flows or transfer of other assets ha

37、ve occurred between our Cayman Islands holding company and our subsidiaries.The cross-border transfer of fundswithin our corporate group under our direct holding structure in the future must be compliant with relevant laws and regulations of China.In utilizing the proceeds from this offering,as an o

38、ffshoreholding company,we are permitted under PRC laws and regulations to provide funding to the PRC operating entity only through loans or capital contributions and to our affiliated entities onlythrough loans,subject to applicable government reporting,registration and approvals.See“USE OF PROCEEDS

39、”on page 50,and“RISK FACTORS Risks Related to Doing Business in China Failure to comply with PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and of currency conversion may delay or prevent us from using the proceedsof this offering to make loans or addi

40、tional capital contributions to our subsidiaries,which could materially and adversely affect our liquidity and ability to fund and expand our business”on page32.We may encounter difficulties in our ability to transfer cash within our organization in the future,if we fail to comply with applicable PR

41、C laws and regulations.See“REGULATION Regulation on Foreign Exchange”for details.We currently do not have any cash management policies that dictate the transfer of cash between our company and our subsidiaries.See“Transfers ofCash to and from the Subsidiaries”on page 11,our Summary Consolidated Fina

42、ncial Data on page 13 and our consolidated financial statements beginning on page F-1 for our cash flow positions.We are both an“emerging growth company”and a“foreign private issuer”as defined under the U.S.federal securities laws and will be subject to reduced public company reporting requirements.

43、See“Prospectus Summary Implications of Being an Emerging Growth Company”and“Prospectus Summary Implications of Being a Foreign Private Issuer.”Immediately following completion of this offering,our co-founder,Chief Executive Officer and largest single shareholder,Shaozhang Lin,will continue to own 20

44、.46%of our ordinary shares andcontrol 56.90%of the voting power.As a result,we will be a“controlled company”within the meaning of the corporate governance rules of The Nasdaq Capital Market.See“Risk FactorsAs a“controlled company”under the rules of The Nasdaq Capital Market,we may choose to exempt o

45、ur company from certain corporate governance requirements that could have an adverse effect onour public Class A shareholders”“ManagementControlled Company Status.”Investing in our ordinary shares involves a high degree of risk,including the risk of losing your entire investment.See“Risk Factors”beg

46、inning on page 14 to read about factors youshould consider before buying our ordinary shares.As we conduct our operations in Mainland China,we are subject to legal and operational risks associated with having our operations in Mainland China,including risks related to the legal,politicaland economic

47、 policies of the PRC government,the relations between China and the United States,or Chinese or United States regulations,which risks could result in a material change in ouroperations and/or cause the value of our ordinary shares to significantly decline or become worthless and affect our ability t

48、o offer or continue to offer securities to investors.Recently,the PRCgovernment initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China,including cracking down on illegal activities in thesecurities market,enhancing supervisio

49、n over China-based companies listed overseas,adopting new measures to extend the scope of cybersecurity reviews.Table of Contents In addition,the PRC government announced that it would step up supervision of overseas listed PRC businesses.Under the new measures,the PRC government will enhance regula

50、tion of cross-border data flows and security,crack down on illegal activity in the securities market and punish fraudulent securities issuance,market manipulation and insider trading.The PRC government willalso check sources of funding for securities investment and control leverage ratios.The PRC go

51、vernment has also opened a probe into several U.S.-listed technology companies focusing on anti-monopoly,financial technology regulation and more recently,with the passage of the PRC Data Security Law,how companies collect,store,process and transfer personal data,which could impactour ability to con

52、duct our business,accept foreign investments,or list on a U.S.or other foreign exchange.On October 29,2021,the Cyberspace Administration of China(“CAC”)published theDraft Outbound Data Transfer Security Assessment Measures(the“Draft Outbound Data Transfer Security Assessment Measures”).On July 7,202

53、2,the Outbound Data Transfer SecurityAssessment Measures(the“Outbound Data Transfer Security Assessment Measures”)formally promulgated,which became effective from September 1,2022.The Outbound Data Transfer SecurityAssessment Measures stipulates the circumstances under which security assessment of o

54、utbound data transfers should be declared,including:(i)outbound transfer of important data,which meansany data,the tampering,damage,leakage,or illegal acquisition or use of which,if it happens,may endanger national security,the operation of the economy,social stability,public health andsecurity,by a

55、 data processor;(ii)outbound transfer of personal information by a critical information infrastructure operator or a personal information processor who has processed the personalinformation of more than 1,000,000 people;(iii)outbound transfer of personal information by a personal information process

56、or who has made outbound transfers of the personal information of100,000 people cumulatively or the sensitive personal information of 10,000 people cumulatively since January 1 of the previous year;or(iv)other circumstances where an application for thesecurity assessment of an outbound data transfer

57、 is required as prescribed by the national cyberspace administration authority.On December 28,2021,the Measures for Cybersecurity Review(2021version)was promulgated and became effective on February 15,2022,which iterates that any“online platform operators”controlling personal information of more tha

58、n one million users whichseeks to list in a foreign stock exchange should be subject to cybersecurity review.We are not in possession of personal information of over one million users and we do not expect to have personalinformation of more than one million users prior to this offering.In view of th

59、e above,and based on the advice of our PRC legal counsel,Jingtian&Gongcheng,we believe that we are not subject tothe cybersecurity review application requirements for this offering under the Measures for Cybersecurity Review(2021 version).As of the date of this prospectus,we have not been involved i

60、n anyinvestigations on cybersecurity review initiated by the CAC,and we have not received any warning,sanction or penalty in such respect.However,since the Measures for Cybersecurity Review(2021 version)was recently adopted and there are currently no detailed interpretation or implementing rules reg

61、arding its application thereof,we could be subject to cybersecurity review,and if so,there is no assurance that we would be able to pass such review in relation to this offering in a timely manner or at all.In addition,we could become subject to enhanced cybersecurity review orinvestigations launche

62、d by PRC regulators in the future.Any failure or delay in the completion of the cybersecurity review procedures or any other non-compliance with the related laws andregulations may result in fines or other penalties,including suspension of business,website closure,and revocation of prerequisite lice

63、nses,as well as reputational damage or legal proceedings oractions against us,which may have material adverse effect on our business,financial condition or results of operations.See“Risk Factors Risks Related to Doing Business in China Our businessis subject to the regulatory environment and user at

64、titude toward data privacy and protection.Actual or alleged failure to comply with data privacy and protection laws and regulations couldmaterially and adversely affect our business and results of operations.The Anti-Monopoly Law of the Peoples Republic of China,which took effect in 2008 and was ame

65、nded on June 24,2022,which amendment became effective August 1,2022(the“Anti-MonopolyLaw”),established additional procedures and requirements with respect to merger and acquisition activities by foreign investors Under the Anti-Monopoly Law,companies undertaking acquisitionsrelating to businesses in

66、 China must notify the State Councils anti-monopoly law enforcement authority,in advance of any transaction where the parties revenue in the China market exceed certainthresholds and the buyer would obtain control of,or decisive influence over,the target.We also have not implemented monopolistic beh

67、aviors including monopoly agreements,abuse of a dominantposition and concentration of undertakings that may have the effect to eliminate or restrict competition in the field of platform economy.However,since we anticipate that long term success inChinas market will require consolidation of the many

68、small participants in that market,and our goal is to be one of the survivors of that consolidation,when it happens.As of the date of thisprospectus,we have not been involved in any investigations on anti-monopoly initiated by the related governmental regulatory authorities,and we have not received a

69、ny inquiry,notice,warning,orsanction in such respect.Table of Contents On February 17,2023,the China Securities Regulatory Commission(the“CSRC”)issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies(the“Trial Administrative Measures”)and relevant s

70、upporting guidelines(collectively,the“New Administrative Rules Regarding Overseas Listings”),which became effective on March 31,2023.According to the New Administrative Rules Regarding Overseas Listings,among other things,a domestic enterprise in the PRC that seeks to offer and list securities in ov

71、erseas markets shall fulfillthe filing procedures with the CSRC in accordance with the Trial Administrative Measures.Where a domestic enterprise seeks to directly offer and list securities in overseas markets,the issuer shallfile with the CSRC.Where a domestic enterprise seeks to indirectly offer an

72、d list securities in overseas markets,the issuer shall designate a major domestic operating entity,which shall,as thedomestic responsible entity,file with the CSRC.Pursuant to the Trial Administrative Measures,if the issuer meets both the following criteria,the overseas securities offering and listi

73、ng conducted bysuch issuer is deemed an indirect overseas offering by PRC domestic companies:(i)50%or more of any of the issuers operating revenue,total profit,total assets or net assets as documented in itsaudited consolidated financial statements for the most recent fiscal year is attributed to PR

74、C domestic companies;and(ii)the main parts of the issuers business activities are conducted in the PRC,or its main business place(s)are located in the PRC,or the majority of senior management staff in charge of its business operations and management are PRC citizens or have their usual place(s)ofres

75、idence located in the PRC.Since our PRC subsidiary,Guangzhou Youxin contributed more than 50%of our consolidated revenues,profit,total assets or net assets for each of the fiscal yearsended September 30,2021 and September 30,2022,and our operations are substantially conducted in the PRC,this offerin

76、g constitutes an indirect offering by PRC domestic companies under theTrial Administrative Measures and we are therefore subject to the filing requirements for this offering thereunder.New Administrative Rules Regarding Overseas Listings also provide that initialpublic offerings or listings in overs

77、eas markets shall be filed with the CSRC within 3 working days after the relevant application is submitted overseas.If an issuer offers securities in the sameoverseas market where it has previously offered and listed securities,filings shall be made with the CSRC within 3 working days after the offe

78、ring is completed.Upon occurrence of any materialevent,such as change of control,investigations or sanctions imposed by overseas securities regulatory agencies or other relevant competent authorities,change of listing status or transfer of listingsegment,or voluntary or mandatory delisting,after an

79、issuer has offered and listed securities in an overseas market,the issuer shall submit a report thereof to the CSRC within 3 working days afterthe occurrence and public disclosure of such event.We submitted the filing materials to the CSRC in connection with this offering pursuant to the Trial Admin

80、istrative Measures on June 7,2023 andas of the date of this prospectus,the CSRC has accepted the filing materials and has provided its comments on July 11,2023.We submitted the responses to their comments on July 25,2023.It isuncertain as to when we will,and whether we will be able to complete the C

81、SRC filing procedures as required.Also on March 31,2023,the Provisions on Strengthening Confidentiality andArchives Administration of Overseas Securities Offering and Listing by Domestic Companies(the“Confidentiality and Archives Administration Provisions”)promulgated by the CSRC becameeffective.Acc

82、ording to the Confidentiality and Archives Administration Provisions,domestic companies that seek overseas offering and listing(either in direct or indirect means),the securitiescompanies and securities service(either incorporated domestically or overseas)providers that undertake relevant businesses

83、 shall not leak any state secret or working secret of government agencies,or harm national security and public interests.Furthermore,a domestic company that provides accounting archives or copies of accounting archives to any entities,including securities companies,securities service providers and o

84、verseas regulators and individuals,shall fulfill due procedures in compliance with applicable regulations.We believe that this offering does not involve the leakingof any state secret or working secret of government agencies,or the harming of national security and public interests.However,we may be

85、required to perform additional procedures in connectionwith the provision of accounting archives.Since the New Administrative Rules Regarding Overseas Listings are newly promulgated,and there is currently no detailed interpretation andimplementation thereof,we cannot assure you that we will be able

86、to complete the relevant filings in a timely manner or fulfil all the regulatory requirements thereunder.Any failure of us to fullycomply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer our ordinary shares.Furthermore,the Minist

87、ry of Commerce(“MOFCOM”)and the National Development and Reform Commission(“NDRC”)promulgated the Special Administrative Measures for Access of Foreign Investment(2021 Edition),or theNegative List(2021),stipulates that if a domestic enterprise engaged in business in the prohibited investment field i

88、ssues shares abroad and is listed for trading,it shall be examined and approved bythe relevant competent authorities of the state.According to a press release issued by the NDRC in relation to the Negative List(2021),the above provisions are only applicable to the direct overseaslisting of domestic

89、enterprises engaged in the prohibited investment field.As of the date of this prospectus,we are not engaged in business classified as a prohibited investment field under theNegative List(2021),and we also have not been involved in any investigations initiated by the above applicable governmental reg

90、ulatory authorities,nor have we received any inquiry,notice,warning,or sanction.Our ordinary shares may be prohibited to trade on a national exchange or“over-the-counter”markets under the Holding Foreign Companies Accountable Act(the“HFCAA Act”)if the PublicCompany Accounting Oversight Board(“PCAOB”

91、)is unable to inspect our auditors for three consecutive years beginning in 2021.Furthermore,on June 22,2021,the U.S.Senate passed theAccelerating Holding Foreign Companies Accountable Act(“AHFCAA”)and the U.S.House of Representatives introduced the AHFCAA on December 14,2021,referring it to the Hou

92、seCommittee on Financial Services.If signed into law,this proposal would amend the HFCAA Act and require the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if itsauditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years.Pu

93、rsuant to the HFCAA,the PCAOB issued a Determination Report on December 16,2021,which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in:(1)Mainland China,and(2)Hong Kong.In addition,thePCAOBs report identified the specific registe

94、red public accounting firms which are subject to these determinations.On August 26,2022,the PCAOB signed a Statement of Protocol with the CRSC and the Ministry of Finance of the PRC,which sets out specific arrangements on conducting inspections andinvestigations by both sides over relevant audit fir

95、ms within the jurisdiction of both sides,including the audit firms based in Mainland China and Hong Kong.This agreement marks an importantstep towards resolving the audit oversight issue that concern mutual interests and sets forth arrangements for both sides to cooperate in conducting inspections a

96、nd investigations of relevant auditfirms,and specifies the purpose,scope and approach of cooperation,as well as the use of information and protection of specific types of data.On December 15,2022,the PCAOB Board determinedthat the PCAOB was able to secure complete access to inspect and investigate r

97、egistered public accounting firms headquartered in Mainland China and Hong Kong and voted to vacate its previousdeterminations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate the PCAOBs access in the future,the PCAOB Board will consider the need to issue a new

98、determination.These developments could add uncertainties to our offering.Our auditor is currently subject to PCAOB inspections and the PCAOB is able to inspect our auditor.Our auditor,Marcum Asia CPAs LLP,is headquartered in New York City,New York,and hasbeen inspected by the PCAOB on a regular basi

99、s.Our auditor is not headquartered in Mainland China or Hong Kong.Marcum Asia was not subject to the determinations announced by the PCAOBon December 16,2021.Notwithstanding the foregoing,in the future,if there is any regulatory change or step taken by PRC regulators that does not permit Marcum Asia

100、 CPAs LLP to provide auditdocumentation located in Mainland China or Hong Kong to the PCAOB for inspection or investigation,you may be deprived of the benefits of such inspection which could result in limitation orrestriction to our access to the U.S.capital markets and trading of our securities,inc

101、luding trading on a national securities exchange and quotations by“over-the-counter”markets,may be prohibitedunder the HFCAA Act.See“Risk Factors Risks Related to Doing Business in China “There is no assurance that future audit reports will be prepared by auditors able to be inspected orinvestigated

102、 completely by the PCAOB,and if they are not,our ordinary shares may be prohibited from being traded on a national exchange under the HFCAA.The delisting of our ordinary shares,or the threat of being delisted,may materially and adversely affect the value of your investment.”on pages 41-42 for more i

103、nformation.This prospectus does not constitute,and there will not be,an offering of securities to the public in the Cayman Islands.Per Share Total Public offering price$4.00$8,000,000 Underwriting discounts and commissions(7%)(1)$0.28$(560,000)Proceeds,before expenses,to us$3.72$7,440,000 (1)Does no

104、t include a non-accountable expense allowance equal to 1%of the gross proceeds of this offering payable to the representative of the underwriters.We have also agreed to issue warrantsto the representative of the underwriters.See“Underwriting”for additional information regarding underwriting compensa

105、tion.We have granted the underwriters the right,within 45 days after the date of this prospectus,to purchase up to 15%additional Class A Shares from us at the public offering price lessunderwriting discounts and commissions to cover over-allotments,if any.Neither the U.S.Securities and Exchange Comm

106、ission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful orcomplete.Any representation to the contrary is a criminal offense.The securities are not being offered in any jurisdiction where the offer is not permitted.The un

107、derwriters expect to deliver the Class A Shares to purchasers against payment on or about,2023.The date of this prospectus is,2023.Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARY1RISK FACTORS14SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS49USE OF PROCEEDS50DIVIDEND POLICY51EXCHANGE RATE I

108、NFORMATION51CAPITALIZATION51DILUTION52MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS53BUSINESS67REGULATIONS90MANAGEMENT104RELATED PARTY TRANSACTIONS111PRINCIPAL SHAREHOLDERS112DESCRIPTION OF SHARE CAPITAL114QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET R

109、ISK126SHARES ELIGIBLE FOR FUTURE SALE126MATERIAL TAX CONSEQUENCES APPLICABLE TO U.S.HOLDERS OF OUR ORDINARY SHARES128ENFORCEABILITY OF CIVIL LIABILITIES133UNDERWRITING134EXPENSES RELATING TO THIS OFFERING138LEGAL MATTERS138EXPERTS138INTERESTS OF NAMED EXPERTS AND COUNSEL138DISCLOSURE OF COMMISSION P

110、OSITION ON INDEMNIFICATION138WHERE YOU CAN FIND MORE INFORMATION139INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 iTable of Contents About This Prospectus You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made av

111、ailable to you.Neither we,the SellingShareholders nor the underwriters have authorized anyone to provide you with different information.The information in this prospectus is accurate only as of the date of this prospectus,regardless ofthe time of delivery of this prospectus,or any free writing prosp

112、ectus,as the case may be,or any sale of shares in our company.This prospectus is an offer to sell only the ordinary shares offered hereby,but only under circumstances and in jurisdictions where it is lawful to do so.We are not making an offer to sell thesesecurities in any jurisdiction where the off

113、er or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make suchoffer or sale.For the avoidance of doubt,no offer or invitation to subscribe for ordinary shares is made to the public in the Cayman Islands.Thi

114、s prospectus includes statistical and other industry and market data that we obtained from industry publications and research,surveys and studies conducted by third parties.Industry publicationsand third-party research,surveys and studies generally indicate that their information has been obtained f

115、rom sources believed to be reliable,although they do not guarantee the accuracy orcompleteness of such information.We did not commission any of such reports.While we believe these industry publications and third-party research,surveys and studies are reliable,you arecautioned not to give undue weigh

116、t to this information.All trademarks or trade names referred to in this prospectus are the property of their respective owners.Solely for convenience,the trademarks and trade names in this prospectus are referred towithout the and symbols,but such references should not be construed as any indicator

117、that their respective owners will not assert,to the fullest extent under applicable law,their rights thereto.We do not intend the use or display of other companies trademarks and trade names to imply a relationship with,or endorsement or sponsorship of us by,any other companies.All references in thi

118、s prospectus to“$,”“U.S.$,”“U.S.dollars,”“dollars”and“USD”mean U.S.dollars and all references to“RMB”mean Renminbi,unless otherwise noted.All references to“PRC”,or“China”in this prospectus refer to the Peoples Republic of China.All references to“Mainland China”are to the mainland of the Peoples Repu

119、blic of China which excludes Taiwan andthe Hong Kong Special Administrative Region of China(“Hong Kong”)and Macau Special Administrative Regions of the Peoples Republic of China(“Macau”)for purposes of this prospectusonly.Under the context of laws,regulations and rules,“China”or“the PRC”refers to on

120、ly such laws,regulations and rules of Mainland China.Under the context of government,governmentalauthorities,regulatory agencies,courts,jurisdictions,tax entities and enterprises,individuals and residents of“China”or“the PRC”or“Chinese”,such terms refer to only such government,governmental authoriti

121、es,regulatory agencies,courts,jurisdictions,tax entities and enterprises,individuals and residents of Mainland China.“PRC laws and regulations”refer to the laws andregulations of the PRC,without reference to the laws and regulations of Hong Kong,Macau and Taiwan.iiTable of Contents PROSPECTUS SUMMAR

122、Y Investors are cautioned that you are purchasing ordinary shares of our Cayman Islands holding company in this initial public offering instead of purchasing equity securities of oursubsidiaries that have business operations in China.This corporate structure involves unique risks.This prospectus sum

123、mary highlights certain information appearing elsewhere in this prospectus.As this is a summary,it does not contain all of the information that you should consider inmaking an investment decision.You should read the entire prospectus carefully,including the information under“Risk Factors,”“Managemen

124、ts Discussion and Analysis of Financial Conditionand Results of Operations”and our consolidated financial statements and the related notes thereto included in this prospectus,before investing.This prospectus includes forward-lookingstatements that involve risks and uncertainties.See“Special Note Reg

125、arding Forward-Looking Statements.”Unless the context otherwise requires,the terms“we,”“us,”“our,”the“Group,”“our company”and“Youxin”used in this prospectus refer to Youxin Technology Ltd and its consolidated subsidiaries.Our Business We are a software as a service(“SaaS”)and platform as a service(“

126、PaaS”)provider committed to helping retail enterprises digitally transform their businesses using our cloud-based SaaSproduct and our PaaS platform to develop,use and control business applications without the need to purchase complex IT infrastructure.We leverage the technologies used to develop our

127、 PaaSplatform to standardize a highly customized customer relationship management,or CRM,services to our clients that seamlessly connect all levels of the retail chain from management teams tocustomers.Our products give our retail clients a comprehensive view of their business operations in real tim

128、e on multiple interfaces,allowing them to make critical business decisions anytimeand anywhere.At present,we believe we are one of the few domestic SaaS or PaaS providers in Mainland China with a strong emphasis on mid-tier brands.According to China Insights Consultancy(“CIC”),in 2022,mid-tier brand

129、s accounted for approximately 35%to 50%of all retail sales in China.Our products allow mid-tier brand retailers to use offline direct distribution to connect themanagement team,distributors,salespersons,stores,and end customers across systems,apps,and device.This provides retailers with a comprehens

130、ive suite of tools to instantly address issuesusing real-time sales data.By streamlining the decision-making process,our products help optimize the overall supply chain,boosting efficiency and profitability.We believe that there is a substantial market opportunity for our SaaS product and PaaS platf

131、orm in Mainland China.According to CIC,the market for retail public cloud services in China,including ours,has experienced rapid growth over the past five years and is projected to maintain this steady rate of expansion for the next five years.As the demand for cloud-based solutionscontinues to rise

132、,we anticipate that retailers will increasingly turn to public cloud services to streamline their operations,reduce costs,and enhance their overall performance.However,by theend of 2022,the penetration rate of SaaS in the Chinese retail industry was only 11.3%and PaaS penetration was even lower at l

133、ess than 5%.We believe our company is uniquely positioned to provide cloud-based SaaS products and a PaaS platform to meet the needs of mid-tier brands in Mainland China.We specialize in supportingmid-tier brands that heavily rely on offline direct distribution with high-volume IT update requirement

134、s.We offer customized,comprehensive,fast-deployment omnichannel digital solutions thatunify all aspects of commerce.Our solutions include store innovations,distributed inventory management,cross-channel data integration,and a rich set of e-commerce capabilities thatencompass mobile applications,soci

135、al media,and web-based applications.Since the inception of our operating subsidiary in 2018,we have achieved significant growth.We had 25 customers using our professional services and 183 customers using our payment channelservices as of September 30,2022,primarily in the fast-moving consumer goods,

136、cosmetics,and food and drink sectors.For the same period,our PaaS platform empowered us to develop highlycustomized CRM SaaS products for some leading brands such as Procter&Gamble(Guangzhou)Technology Innovation Co.,LTD(“P&G Guangzhou”)and Puer Lancang Ancient Tea Co.,Ltd.,(“Lancang Ancient Tea”).O

137、ur net losses increased from approximately RMB30.07 million($4.17 million)for the year ended September 30,2021 to approximately RMB46.58($6.46million)for the year ended September 30,2022.Our revenues increased by 15%from RMB7.20 million($1.11 million)in fiscal year 2021 to RMB8.37 million($1.28 mill

138、ion)in fiscal year2022 and our gross profit increased from RMB4.25 million($0.65 million)in fiscal year 2021 to RMB4.58 million($0.70 million)in fiscal year 2022.Our net losses decreased fromapproximately RMB23.67 million($3.72 million)for the six months ended March 31,2022 to approximately RMB11.70

139、($1.68 million)for the six months ended March 31,2023.Our revenuesdecreased by 26%from RMB3.51 million($0.55 million)for the six months ended March 31,2022 to RMB2.84 million($0.41 million)for the six months ended March 31,2023 and our grossprofit decreased from RMB1.87 million($0.29 million)for the

140、 six months ended March 31,2022 to RMB1.67 million($0.24 million)for the six months ended March 31,2023.PRC Regulatory Permissions As of the date of this prospectus,our PRC subsidiaries have obtained all requisite permissions and approvals that are required and material to engage in the businesses c

141、urrently conducted inMainland China,and we have not received any denials in permissions for our Mainland China business operations.Our operations in Mainland China are governed by PRC laws and regulations,pursuant to which our PRC subsidiaries,the WFOE and Guangzhou Youxin,are required to obtain bus

142、iness licenses issued by the PRC State Administration for Market Regulation or its localcounterparts for operations.In addition,for purposes of Youxin Clouds operations,Guangzhou Youxin shall complete the Level-III filing on information system security protection competencywith the Public Security B

143、ureau in accordance with applicable PRC laws and regulations.The following table provides details on the licenses and permissions held by our PRC subsidiaries.Company License/Permission Issuing Authority ValidityGuangzhou Youxin Business License Guangzhou Tianhe District Administrative Examination a

144、ndApproval Bureau Long-term Certificate of Level-III filing on information system securityprotection Guangzhou Municipal Public Security Bureau N/Athe WFOE Business License Hainan Administration for Market Supervision Long-term Pursuant to the Trial Administrative Measures,we shall fulfill the filin

145、g requirements with the CSRC for this offering and for the offering and the listing and trading of our Class A Shares.Otherthan the filing requirements,we believe that(i)we are not required to submit an application to the CSRC for its approval under the M&A Rules for this offering and the listing an

146、d trading of ourClass A Shares;and(ii)we are not subject to cybersecurity review with the CAC,under the Measures for Cybersecurity Review(2021 version),which became effective on February 15,2022,because we are not in possession of personal information of over one million users and we do not expect t

147、o have personal information of more than one million users prior to this offering,andwe do not believe we or our PRC subsidiaries would constitute an“operator of critical information infrastructure”or our business and activities would affect or may affect national security.Based on the foregoing and

148、 the advice of our PRC counsel,we believe that as of the date of this prospectus,other than those requisite for a domestic company in Mainland China to engage inbusinesses similar to ours and the filing procedures with the CSRC,we are not required to obtain any other permissions and approvals from P

149、RC authorities including the CSRC,CAC,or anyother governmental agency to operate our business and to offer securities to foreign investors.However,there can be no assurance that the relevant government agencies will not take a view that is contrary to or otherwise different from the conclusions stat

150、ed above.Furthermore,theapplicable laws and regulations may change and our PRC subsidiaries may as a result be required to obtain permission from the PRC government to list on the U.S.exchanges in the future,inaddition to the CSRC filing under the Trial Administrative Measures,and even when such per

151、mission is obtained,we cannot assure you that it will not be denied or rescinded.We have beenclosely monitoring regulatory developments in China regarding any necessary approvals from the CSRC,CAC or other PRC governmental authorities.However,regulatory requirements relatedto overseas securities off

152、erings and other capital market activities may change in the future.If our PRC subsidiaries(i)do not receive or maintain such permissions or approvals by the PRCgovernment,(ii)inadvertently conclude that such permissions or approvals are not required,or(iii)applicable laws,regulations,or interpretat

153、ions change and we are required to obtain suchpermissions or approvals in the future,our operations and financial conditions could be materially adversely affected,and our ability to offer securities to investors could be significantly limitedor completely hindered and the securities currently being

154、 offered may substantially decline in value and be worthless.1Table of Contents On February 17,2023,the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies(the“Trial Administrative Measures”)andrelevant supporting guidelines(collectively,

155、the“New Administrative Rules Regarding Overseas Listings”),which came into force on March 31,2023.The New Administrative Rules RegardingOverseas Listings regulate both direct and indirect overseas offering and listing of Mainland China domestic companies securities by adopting a filing-based regulat

156、ory regime.Pursuant to theTrial Administrative Measures,we must file with the CSRC in accordance with the Trial Administrative Measures with respect to this offering.Since the New Administrative Rules RegardingOverseas Listings are newly promulgated,and the competent government authorities have not

157、yet issued any detailed interpretation and implementation thereof,there can be no assurance thatwe will be able to complete the relevant filings in a timely manner or fulfill all the regulatory requirements thereunder.Any failure of us to fully comply with these new regulatory requirementsmay signif

158、icantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares.On February 24,2023,the CSRC promulgated the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies(the“Confidentiality

159、and Archives Administration Provisions”),which also became effective on March 31,2023.The Confidentiality and Archives Administration Provisions set out rules,requirements and procedures relating to the provision of documents,materials and accounting archives for securities companies,securities serv

160、ice providers,overseas regulators and otherentities and individuals in connection with overseas offering and listing,including without limitation to,domestic companies that carry out overseas offerings and listings(either by direct orindirect means)and the securities companies and securities service

161、 providers(either incorporated domestically or overseas)that undertake relevant businesses shall not leak any state secret andworking secret of government agencies,or harm national security and public interest,and a domestic company shall first obtain approval from competent authorities according to

162、 law,and filewith the secrecy administrative department at the same level,if it plans to,either directly or through its overseas listed entity,publicly disclose or provide any documents and materials thatcontain state secrets or working secrets of government agencies.Working papers produced in the C

163、hinese mainland by securities companies and securities service providers in the process ofundertaking businesses related to overseas offerings and listing by domestic companies shall be retained in the Mainland China.Where such documents need to be transferred or transmittedoutside the Mainland Chin

164、a,relevant approval procedures stipulated by regulations shall be followed.We believe our business operations do not involve leaking any state secret and workingsecret of government agencies or harming national security and public interest in connection with provision of documents,materials and acco

165、unting archives and therefore we do not need toobtain approval from competent PRC authorities in this regard.On December 28,2021,the CAC,jointly with the relevant authorities,formally published Measures for Cybersecurity Review(2021)which took effect on February 15,2022.Measures forCybersecurity Rev

166、iew(2021)stipulates that operators of critical information infrastructure purchasing network products and services and online platform operators carrying out data processingactivities that affect or may affect national security,shall conduct a cybersecurity review.Any online platform operator who co

167、ntrols more than one million users personal information must gothrough a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.Since our business does not rely on the collection of user data,we are not operatorsof critical information infrastructure,an

168、d we do not possess more than one million users individual information,we believe that we are not subject to a cybersecurity review to issue our Class AShares or list and trade of our Class A Shares on Nasdaq in connection with this offering under the Measures for Cybersecurity Review(2021).However,

169、no detailed interpretation andimplementation rules have been issued and there remains uncertainty as to whether the PRC regulatory agencies,including the CAC,may adopt new laws,regulations,rules,or detailedimplementation and interpretation related to the Cybersecurity Review Measures.On August 8,200

170、6,six Chinese regulatory agencies,including the Ministry of Commerce of China(the“MOFCOM”),jointly issued the Regulations on Mergers and Acquisitions of DomesticEnterprises by Foreign Investors(the“M&A Rules”),which became effective on September 8,2006,and amended on June 22,2009.The M&A Rules conta

171、in provisions that require that anoffshore special purpose vehicle(“SPV”)formed for listing purposes and controlled directly or indirectly by Mainland Chinas companies or individuals shall obtain the approval of the CSRCprior to the listing and trading of such SPVs securities on an overseas stock ex

172、change.On September 21,2006,the CSRC published procedures specifying documents and materials required tobe submitted to it by an SPV seeking CSRC approval of overseas listings.Given that we are not an SPV which acquires PRC domestic companies equity with our shares prior to the listing ofour Class A

173、 Shares on the Nasdaq,we believe that we are not required to submit an application to the CSRC for its approval of this offering and the listing and trading of our Class A Shares onNasdaq under the M&A Rules.However,the opinions summarized above will be subject to any new PRC laws,rules and regulati

174、ons or detailed implementations and interpretations in any formrelating to overseas listing of SPVs like our company.We cannot assure you that relevant PRC government agencies,including the CSRC,would reach the same conclusion as we do.Our business is subject to various laws and regulations.We may i

175、ncur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure tocomply.Furthermore,given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas,althou

176、gh as of thedate of this prospectus,we have not been involved in any investigations initiated by the applicable governmental regulatory authorities,nor have we received any inquiry,notice,warning,orsanction in such respect,we might be required to obtain permission from any related PRC government to

177、list our shares on Nasdaq in the future,in addition to the CSRC filing under the TrialAdministrative Measures,and even if such permission is obtained,it may be later denied or rescinded,which could significantly limit or completely hinder our ability to conduct our business,accept foreign investment

178、s,offer or continue to offer our ordinary shares to investors,list on a U.S.or other foreign exchange and cause the value of our ordinary shares to significantly declineor be worthless.2Table of Contents Our Strengths We believe that the following strengths have contributed and will continue to cont

179、ribute to our growth and are differentiating us from our competitors:End to End Unified Enterprise Solutions.As one of the few providers of domestic applications that can support external digitization in Mainland China,we provide a comprehensiveenterprise SaaS product and PaaS platform,with solution

180、s across sales,marketing,and service for a variety of industries and businesses.We also enable merchants to build a 360-degreeview of their customers,allowing them to see everything from sales and marketing to commerce.Best-in-Class Features and Functionality.We stay at the forefront of cloud techno

181、logy development and have built prominent research and development capabilities to maintain ourtechnology leadership and upgrade our cloud solutions continuously.Abundant Retail Industry Experience.Our business founders and management team have the business experience and insight to provide comprehe

182、nsive and efficient solutions tomeet the needs of our clients.With technical expertise and business experience gained from years of work in internet-related industries,our visionary management team with itsentrepreneurial spirit has been leading us since our establishment in achieving rapid and cont

183、inued growth of our business.Reduced Costs.Retailers using our SaaS product and PaaS platform can save on the heavy investment of setting up and maintaining complex IT infrastructure and multiple SaaSproducts.By outsourcing complex retail business requirements to us,our clients are able to adopt the

184、 latest technologies with purpose-built capabilities for security,compliance andinteroperability.This allows our clients to enjoy the same features of high quality fully customized SaaS products for a fraction of the price.Strong Synergies with Our Partners.As one of 38 member companies in the world

185、 selected for Tencents Cloud Native Accelerator,we can leverage cooperation in multipledimensions,such as technology,business,community and funding,to accelerate ecological system construction.Tencent is Chinas leading cloud-native enabler.Our Strategies The key elements of our growth strategy inclu

186、de the following,which we believe empower us to further achieve growth and strengthen our market position:Optimizing PaaS platform and SaaS service.We have fostered strong loyalty with existing customers as a result of the high-quality customized PaaS platform service and solutionswe offer,as well a

187、s our ability to deliver tangible value to customers by effectively addressing their specific business needs.We intend to leverage the technologies and knowledgegained from creating customized platforms for our clients to create products that are approximately 90%standardized to meet the needs to mi

188、d-tier brands in China while also allowingfor additional customization to meet the unique demands of any client.Continue to Invest in Infrastructure and Technology.Our cloud platform relies heavily on infrastructure and technology.We allocate a substantial portion of our operating expensesto researc

189、h and development,including upgrading our infrastructure,improving our cloud technology,and developing new products and solutions.We incurred RMB18.56 million($2.91 million)and RMB9.53 million($1.37 million)of research and development expenses for the six months ended March 31,2022 and 2023,respecti

190、vely.We incurred RMB20.50million($3.15 million)and RMB34.45 million($5.26 million)of research and development expenses for the year ended September 30,2021 and 2022,respectively.We intend tocontinue investing in our infrastructure to provide higher-quality cloud services and improve operational effi

191、ciency.Enhance Our Strategic Partner Ecosystem.We value the cooperation with our strategic partners and seek to further enhance our strategic partner ecosystem.Our SaaS product andPaaS platform are delivered on a public cloud platform,and we need our vendors to work with us to meet customers individ

192、ualized requirements.We intend to form additional strategicpartner relationships with our suppliers,and to accelerate efficient growth via our partners.Industry and Market Opportunities In the past several years,Chinas retail market has experienced steady growth which increased per capita disposable

193、 income and enhanced mobile technology.According to CIC,Chinas overallretail sales of consumer goods surpassed RMB44.0 trillion in 2022,with a compounded annual growth rate(“CAGR”)of 4.8%from 2017 to 2022.The CAGR from 2022 to 2027 is expected tobe 5.0%,according to CIC.The growth of retail sales of

194、 consumer goods in China has created opportunities for mid-tier brands,which are those brands from the top 1 percent down to the top 10 percent ranking by annualsales volume.Together,mid-tier brands in China generate approximately RMB15-20 trillion in annual revenue,according to CIC.Mid-tier brands

195、typically have a sales force with over 50individuals,divided into two to four management levels,a docking service of 500 to 1000 dealers and goods distribution to 50,000 to 200,000 terminal stores.Mid-tier brands cover practicallyall retail categories and are primarily comprised of regional brands.M

196、id-tier brands often struggle to pay for the high labor and management costs associated with building a strong brand name and deep customer connection due to their limited resourcescompared to higher-revenue brands.Additionally,mid-tier brands with thousands of salespersons and hundreds of distribut

197、ors dispersed across multiple regions,provinces,and cities can havedifficulty obtaining timely and accurate business information due to multi-level communication channels.The process can be time-consuming,expensive and result in significant informationloss during the multi-level communication proces

198、s.Mid-tier brands can benefit from a fast and dependable digital tool to reduce communication layers by establishing a more direct connection between the mid-tier brands and front-linesalespersons.However,software service providers have had difficulty effectively serving mid-tier brands because of t

199、heir varying organizational structures,sales regions,products,prices,promotions,orders and payment systems.Additionally,traditional on-premise IT solutions for mid-tier brands typically have high customization costs,low delivery efficiency,and low businessfit.This creates a significant opportunity f

200、or a new productivity system that is customizable to various business sectors yet more affordable to mid-tier brands.3Table of Contents Corporate Background and Information We are a holding company incorporated on October 21,2022 under the laws of the Cayman Islands.Our operating subsidiary in the P

201、RC,Guangzhou Youxin Technology Co.,Ltd.was foundedon March 12,2018.Our company has no substantial operations other than holding all of the outstanding share capital of Youxin Cloud(BVI)Ltd,which was established under the laws of theBritish Virgin Islands on November 10,2022.Youxin Cloud(BVI)Ltd is a

202、lso a holding company holding all of the outstanding share capital of Youxin Cloud(HK)Limited which wasincorporated on December 13,2022 under the laws of Hong Kong.Youxin Cloud(HK)Limited is a holding company holding all of the equity of Hainan Youxin Mutual Enterprise ManagementCo.,Ltd.,a wholly fo

203、reign-owned enterprise in Mainland China,or WFOE,which was incorporated on February 17,2023 under the laws of the PRC.The WFOE holds all of the equity ofGuangzhou Youxin Technology Co.,Ltd.Our Class A Shares being offered in this prospectus are shares of Youxin,our Cayman Islands holding company.His

204、torical Timeline March 12,2018:We commenced operations through Guangzhou Youxin Technology Co.,Ltd.(“Guangzhou Youxin”).June 30,2020:Shareholders Shaozhang Lin,Jinhou Sun,Weizhao Feng transferred their combined 100%shares in Guangxi Yousen Network Technology Co.,Ltd.(“GuangxiYousen”)to Guangzhou You

205、xin.October 21,2022:Youxin Technology Ltd(“Youxin Technology”or“Youxin Cayman”)was established as our offshore holding company to facilitate financing and offshore listing.November 10,2022:Youxin Cloud Ltd.(“Youxin BVI”)was established and is wholly owned by Youxin Technology.November 17,2022:Guangz

206、hou Youxin disposed its subsidiary Guangxi Yousen.December 13,2022:Youxin Cloud(HK)Ltd.(“Youxin HK”)was established and is wholly owned by Youxin BVI.February 17,2023:Hainan Youxin Mutual Enterprise Management Co.,Ltd.(“YXHW”or“WFOE”)was established as a wholly foreign-owned enterprise in the PRC an

207、d iswholly owned by Youxin HK.April 28,2023:the former shareholders transferred their 100%ownership interest in Guangzhou Youxin to WFOE.Each holder of Class A Shares of our company is entitled to 1 vote per share,and each holder of Class B Shares of our company is entitled to 20 votes per share.Eac

208、h Class B Share isconvertible into one Class A Share under certain circumstances.Our current corporate structure is as follows:4Table of Contents Our principal executive office is located at Room 802,803,No.13 Haian Road,Tianhe District,Guangzhou,Guangdong Province,PRC.The telephone number of our pr

209、incipal executive officeis+86 .We maintain a website at https:/www.ir.youxin.cloud/,on which we will post our key corporate governance documents,including our Board committee charters and ourcode of ethics.We do not incorporate the information on our website into this prospectus and you s

210、hould not consider any information on,or that can be accessed through,our website as part ofthis prospectus.Our registered office in the Cayman Islands is located at Ogier Global(Cayman)Limited,89 Nexus Way,Camana Bay,Grand Cayman,KY1-9009,Cayman Islands or at suchother place in the Cayman Islands a

211、s the directors may at any time decide.Our agent for service of process in the United States is CT Corporation System,located at 111 Eighth Avenue,NewYork,New York 10011.Summary of Risk Factors We face various legal and operational risks associated with our substantial operations in China.The PRC go

212、vernment has the right to regulate how a China-based company,like us,conducts itsbusiness,accepts foreign investments,or lists on a U.S.stock exchange in accordance with laws and regulations.For example,we face risks associated with regulatory approvals of offshoreofferings,anti-monopoly regulatory

213、actions,cybersecurity and data privacy,as well as the lack of inspection from the PCAOB.Such regulations may from time to time have an impact on ourbusiness operations.Any regulatory action unfavorable to our operations,once taken by the PRC government,could cause the value of our securities to sign

214、ificantly decline or in extreme cases,become worthless.The operational and legal risks associated with being based in and having operations in China also to the extent applicable apply to operations in Hong Kong and Macauwhich operate under different sets of laws from those of Mainland China.Investi

215、ng in our ordinary shares involves significant risks.You should carefully consider all of the information in this prospectus and the filings incorporated by reference before making aninvestment in our Securities.Below please find a summary of the principal risks we face,organized under relevant head

216、ings.These risks are discussed more fully in the section titled“RiskFactors.”Our Operational and Execution Risks We are dependent on our subsidiary Guangzhou Youxins PaaS platform to provide cloud services.We have a limited operating history,making it difficult to forecast our future results of oper

217、ations.We may have insufficient computing resources,transmission bandwidth and storage space,which could result in disruptions and the business,results of operations and financialcondition could be adversely affected.Our independent registered public accounting firms report contains an explanatory p

218、aragraph that expresses substantial doubt about our ability to continue as a“going concern”.If our security measures or those of our third-party data center hosting facilities,cloud computing platform providers or third-party service partners,or the underlying infrastructure ofthe internet are breac

219、hed,and unauthorized access is obtained to a clients data,our data or our IT systems,or authorized access is blocked or disabled,our services may be perceived asnot being secure,clients may refrain from or stop using the services,and we may incur significant reputational harm,legal exposure and liab

220、ilities,or a negative financial impact.If we are unable to protect our proprietary information or other intellectual property,our business could be adversely affected.Any interruptions or delays in services from third parties,including data center hosting facilities,cloud computing platform provider

221、s and other hardware and software vendors,or fromour inability to adequately plan for and manage service interruptions or infrastructure capacity requirements,could impair the delivery of our services and harm the business.Supporting our existing and growing client base could strain our personnel re

222、sources and infrastructure,and if we are unable to scale up our operations and increase productivity,wemay not be able to successfully implement our business plan.If our clients do not renew professional services or if they reduce the frequency of the subscription at the time of renewal,our revenue

223、and current remaining performance obligationcould decline and the business may suffer.If we cannot accurately predict renewals or upgrade rates,we may not meet the revenue targets,which may adversely affect the market priceof our ordinary shares.As more of our sales efforts are targeted at larger en

224、terprise clients,our sales cycle may become more time-consuming and expensive,we may encounter pricing pressure andimplementation and configuration challenges,and we may have to delay revenue recognition for some complex transactions,all of which could harm our business and operating results.We may

225、lose key members of the management team or development and operations personnel and may be unable to attract and retain employees we need to support operations andgrowth.5Table of Contents Strategic and Industry Risks We operate in an emerging and evolving market.If our market does not grow,or if it

226、 cannot expand our products and services to meet the demands of this market,and if we do notcompete effectively,our operating results could be harmed,our revenue may decline,or fail to grow,and may continue to incur operating losses.Failure to effectively develop and expand our marketing and sales c

227、apabilities could harm our ability to increase our customer base and achieve broader market acceptance of ourproducts and services.Our efforts to expand the sale and marketing and to develop and integrate the existing services in order to keep pace with technological developments may not succeed and

228、 may reduceour revenue growth rate and harm our business.If third-party developers and providers do not continue to embrace our technology delivery model and enterprise cloud computing services,or if our clients seek warranties from us forthird-party applications,integrations,data,and content,our bu

229、siness could be harmed.Because we generally recognize revenue over the term of our customer agreements,downturns or upturns in new business may not be immediately reflected in our operating results.We benefit from integration of our products and services with those of our business partners.If these

230、business partners choose not to partner with us in the future,our business andresults of operations may be harmed.Legal and Regulatory Risks Changes in laws and regulations related to the internet or changes in the internet infrastructure itself may diminish the demand for our products and solutions

231、,and could adversely affectour business,results of operations and financial condition.Any failure to obtain registration or protection of our intellectual property rights could impair our ability to protect our proprietary technology and our brand,causing us to incursignificant expenses and harm our

232、 business.We may be subject to claims by third parties for intellectual property infringement.We face challenges from the evolving regulatory environment and user attitudes toward data privacy and protection.Actual or alleged failure to comply with data privacy and protectionlaws and regulations cou

233、ld materially and adversely affect our business and results of operations.We may be involved in legal and other proceedings arising out of our operations from time to time and may face significant liabilities as a result.Risks Related to Doing Business in China Changes in the laws and regulations ma

234、y affect our business and the value of our securities.Any future laws and regulations which exert more oversight and control over offerings thatare conducted overseas and/or foreign investment and/or operations in China-based issuers could significantly change our operations,limit or completely hind

235、er our ability to offer orcontinue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.See“Risk Factors Risks Related to Doing Business in China Future laws and regulations may exert more oversight and control over offerings that are condu

236、cted overseas and foreign investment in China-based issuers,especially those in thetechnology field.Additional compliance procedures may be required in connection with this offering under PRC rules,regulations or policies”on page 26.Recent SEC,PCAOB,and Nasdaq developments under the HFCAA could add

237、uncertainties to our offering.The recent joint statement by the SEC and PCAOB,proposed rule changessubmitted by Nasdaq,and the HFCAA all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors,especially the non-U.

238、S.auditors who are not inspected by the PCAOB.On April 21,2020,SEC Chairman Jay Clayton and PCAOB Chairman William D.Duhnke III,along with othersenior SEC staff,released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emergin

239、g markets including China.The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.On August 26,2022,SEC Chairman Gary Gensler released a statement announcing that the PCAOB

240、signed a Statement of Protocol with the CRSC and the Ministry of Finance of thePRC,which sets out specific arrangements on conducting inspections and investigations by both sides over relevant audit firms within the jurisdiction of both sides,including the auditfirms based in mainland China and Hong

241、 Kong.This agreement marks an important step towards resolving the audit oversight issue that concern mutual interests,and sets fortharrangements for both sides to cooperate in conducting inspections and investigations of relevant audit firms,and specifies the purpose,scope and approach of cooperati

242、on,as well asthe use of information and protection of specific types of data.These developments could add uncertainties to our offering.See“Risk Factors Risks Related to Doing Business inChina “There is no assurance that future audit reports will be prepared by auditors able to be inspected or inves

243、tigated completely by the PCAOB,and if they are not,our ordinaryshares may be prohibited from being traded on a national exchange under the HFCAA.The delisting of our ordinary shares,or the threat of being delisted,may materially andadversely affect the value of your investment”on pages 41-42.The Ch

244、inese government may intervene or influence our operations in accordance with laws and regulations,or may strengthen regulatory oversight over offerings conducted overseasand/or foreign investment in China-based issuers,which could result in a material change in our operations and/or the value of ou

245、r securities.See“Risk Factors-Risks Related to DoingBusiness in China We are subject to PRC laws and regulations governing our current business operations and any changes in such laws and regulations may impair our ability tooperate profitably.”on page 27.The CSRC may exert more oversight and contro

246、l over offerings that are conducted overseas and in foreign investment in China-based issuers,especially those in the technology field.Additional compliance procedures may be required in connection with this offering,which could significantly affect our ability to offer or continue to offer securiti

247、es to investors andcause the value of our securities to significantly decline or be worthless.See“Risk Factors Risks Related to Doing Business in China”-“The CSRC may exert more oversight andcontrol over offerings that are conducted overseas and in foreign investment in China-based issuers,especiall

248、y those in the technology field.Additional compliance procedures may berequired in connection with this offering,which could significantly affect our ability to offer or continue to offer securities to investors and cause the value of our securities tosignificantly decline or be worthless.”on pages

249、28-29.The CAC has recently increased oversight over data security,particularly for companies seeking to list on a foreign exchange.We believe the impact of the CACs increasing oversighton our business is immaterial.However,the implementation and interpretation of the Revised CAC Measures,and the dec

250、ision as to whether the PRC regulatory authorities may adoptnew laws,regulations,rules,or detailed implementation and interpretation in relation,or in addition to the Revised CAC Measures,will be determined on an ad hoc basis depending onthe facts and circumstances.See“Risk Factors Risks Related to

251、Doing Business in China”“The CSRC may exert more oversight and control over offerings that are conductedoverseas and in foreign investment in China-based issuers,especially those in the technology field.Additional compliance procedures may be required in connection with this offering,which could sig

252、nificantly affect our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.”on pages 28-29.The recent policy pronouncements by the PRC government regarding business activities of U.S.-listed PRC businesses may ne

253、gatively impact our Hong Kong subsidiary.See“RiskFactors Risks Related to Doing Business in China”on page 30.Because Guangzhou Youxin operates in Mainland China,its business is subject to the PRC laws and regulations which may change from time to time.Because we have the majority of our operations i

254、n China and are subject to evolving PRC laws and regulations in all aspects.Recently,thePRC government has indicated an intent to strengthen regulatory oversight over offerings that are conducted overseas and/or foreigninvestment in China-based issuers,and initiated a series of regulatory actions an

255、d made a number of public statements,some of which arepublished with little advance notice before they become effective;as a result we may not have the opportunity to address such newlypromulgated regulatory requirements in a timely manner.We may be subject to the approval,filing or other requiremen

256、ts of the CSRC or otherPRC governmental authorities in connection with this Offering under current PRC laws,regulations and rules.The Chinese government mayintervene or influence our operations in accordance with laws and regulations,or may strengthen regulatory oversight over offeringsconducted ove

257、rseas and/or foreign investment in China-based issuers,which could result in a material change in our operations and/or thevalue of our securities.See“Risk Factors Risks Related to Doing Business in China-Because we conduct all of our operations inMainland China,our business is subject to the laws a

258、nd regulations there.We may be ordered by competent Chinese government authorities torectify our non-compliance with the PRC laws,regulations and government policies,which could result in a material change in our operationsand the value of our shares.”on page 28.6Table of Contents Our business may b

259、e negatively affected by the potential obligations if we fail to comply with social insurance and housing provident fund related laws and regulations.See“RiskFactors Risks Related to Doing Business in China”on page 31.Failure to comply with PRC regulation of loans to and direct investment in PRC ent

260、ities by offshore holding companies and relevant regulations of currency conversion may delay orprevent us from using the proceeds of this offering to make loans or additional capital contributions to our subsidiaries,which could materially and adversely affect our liquidity andability to fund and e

261、xpand our business.See“Risk Factors Risks Related to Doing Business in China”on pages 32-33.We are a holding company,and we rely on funding on dividend payments from WFOE and Guangzhou Youxin,which are subject to restrictions under PRC laws.See“Risk Factors Risks Related to Doing Business in China”o

262、n page 34.To the extent cash in the business is in the PRC and Hong Kong or a PRC or Hong Kong entity,the funds may not be available to fund operations or for other use outside of thePRC/Hong Kong.See“Risk Factors Risks Related to Doing Business in China”on page 34.Fluctuations in exchange rates cou

263、ld adversely affect our business and the value of our securities.See“Risk Factors Risks Related to Doing Business in China”on page 34.You may experience difficulties in effecting service of process or enforcing foreign judgments against us,our respective executive officers and directors residing in

264、Mainland China.See“Risk Factors Risks Related to Doing Business in China”on page 35.PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident shareholders to penalties and limit our ability toinject capital into our PRC subsidia

265、ry,limit our ability to distribute profits to us,or otherwise adversely affect us.See“Risk Factors Risks Related to Doing Business in China”onpage 36.Failure to comply with the Individual Foreign Exchange Rules relating to the overseas direct investment or the engagement in the issuance or trading o

266、f securities overseas by our PRCresident shareholders may subject such shareholders to fines or other liabilities.See“Risk Factors Risks Related to Doing Business in China”on pages 36-37.If our subsidiaries were to lose their favorable tax treatments,we could face higher tax rates than we currently

267、pay for much of our revenues.See“Risk Factors Risks Related to DoingBusiness in China”on page 37.If we fail to maintain the requisite licenses and approvals required under the regulatory environment applicable to our PaaS cloud services business in China,or if we are required totake compliance actio

268、ns that are time-consuming or costly,our business,financial condition and results of operations related to our PaaS cloud service and SaaS standard product maybe materially and adversely affected.See“Risk Factors Risks Related to Doing Business in China”on page 37.We may be deemed a PRC resident ent

269、erprise for PRC Enterprise Income Tax(“EIT”)purposes under the EIT Law and be subject to PRC taxation on our global income.See“RiskFactors Risks Related to Doing Business in China”on page 38.Laws and regulations governing the internet industry and related businesses in China are subject to changes.S

270、ee“Risk Factors Risks Related to Doing Business in China”on page 40.We rely on dividends paid by WFOE for our cash needs,and any limitation on the ability of WFOE to pay dividends to us could have a material adverse effect on our ability to conductour business.See“Risk Factors Risks Related to Doing

271、 Business in China”on page 40.Our foreign exchange transactions,including dividend payments on our Shares are subject to the PRC laws and regulations in relation to currency conversion.See“Risk Factors RisksRelated to Doing Business in China”on page 41.If we fail to complete the procedures for some

272、acquisitions of PRC companies by foreign investors under the PRC laws and regulations,we may be unable to pursue growth throughacquisitions in China.See“Risk Factors Risks Related to Doing Business in China”on page 41.Additional compliance procedures may be required in connection with this offering,

273、due to the promulgation of the new filing-based administrative rules for overseas offering andlisting by domestic companies in China,which could significantly limit or completely hinder our ability to offer or continue to offer our Class A Shares to investors and could cause thevalue of our Class A

274、Shares to significantly decline or become worthless.See“Risk Factors Risks Related to Doing Business in China-Chinese government agencies may exert moreoversight and control over offerings that are conducted overseas and foreign investment in China-based issuers,especially those in the technology fi

275、eld.Additional complianceprocedures may be required in connection with this offering under PRC rules,regulations or policies”on page 26.7Table of Contents Risks Related to Our Corporate Structure and Operation We will incur additional costs as a result of becoming a public company,which could negati

276、vely impact our net income and liquidity.The obligation to disclose information publicly may put us at a disadvantage to competitors that are private companies.We are a“foreign private issuer,”and our disclosure obligations differ from those of U.S.domestic reporting companies.As a result,we may not

277、 provide you the same information asU.S.domestic reporting companies or we may provide information at different times,which may make it more difficult for you to evaluate our performance and prospects.As a foreign private issuer,we are permitted to rely on exemptions from certain Nasdaq corporate go

278、vernance standards applicable to U.S.issuers,including the requirement that amajority of an issuers directors consist of independent directors.If we opt to rely on such exemptions in the future,such decision might afford less protection to holders of our ordinaryshares.Risks Related to Our Initial P

279、ublic Offering and Ownership of Our Class A Shares Our dual-class ordinary shares structure may negatively impact the market price of its ordinary shares.We are an“emerging growth company,”and we cannot be certain whether the reduced reporting requirements applicable to emerging growth companies wil

280、l make our ordinary sharesless attractive to investors.Because we have elected to use the extended transition period for complying with new or revised accounting standards for an“emerging growth company”,our financial statements maynot be comparable to companies that comply with these accounting sta

281、ndards as of the public company effective dates.If we are unable to implement and maintain effective internal control over financial reporting in the future,investors may lose confidence in the accuracy and completeness of ourfinancial reports and the market price of our ordinary shares may decline.

282、Our management team lacks experience in managing a U.S.public company and complying with laws applicable to such company,the failure of which may adversely affect ourbusiness,financial conditions and results of operations.The market price of our ordinary shares may be volatile or may decline regardl

283、ess of our operating performance,and you may not be able to resell your shares at or above the initialpublic offering price.We have broad discretion in the use of the net proceeds from our initial public offering and may not use them effectively.We do not intend to pay dividends for the foreseeable

284、future.Shares eligible for future sale may adversely affect the market price of our ordinary shares,as the future sale of a substantial amount of outstanding ordinary shares in the publicmarketplace could reduce the price of our ordinary shares.We are subject to liability risks stemming from our for

285、eign status,which could make it more difficult for investors to sue or enforce judgments against our company.Our Board of Directors may decline to register transfers of ordinary shares in certain circumstances.You may be unable to present proposals before general meetings or extraordinary general me

286、etings not called by shareholders.There may be difficulties in protecting your interests under the laws of the Cayman Islands.Certain facts,forecasts and statistics contained in this prospectus are derived from a third-party report and publicly available official sources and they may not be reliable

287、.We will be a“controlled company”within the corporate governance rules of the NASDAQ and,as a result,qualify for,and intend to rely on,the exemption from the requirement thatour corporate governance committee be composed entirely of independent directors.The dual class structure of our ordinary shar

288、es has the effect of concentrating voting control with certain directors and executive officers,and limiting your ability to influence corporatematters.Such interests may conflict with yours in the future.8Table of Contents Implications of Being an Emerging Growth Company We had less than$1.235 bill

289、ion in revenue as of September 30,2022.As a result,we qualify as an“emerging growth company”as defined in the Jumpstart Our Business Startups Act of 2012(the“JOBS Act”),and may take advantage of reduced public reporting requirements.These provisions include,but are not limited to:being permitted to

290、present only two years of audited financial statements and only two years of related Managements Discussion and Analysis of Financial Condition and Results ofOperations in our filings with the SEC;not being required to comply with the auditor attestation requirements in the assessment of our interna

291、l control over financial reporting;reduced disclosure obligations regarding executive compensation in periodic reports,proxy statements and registration statements;and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any gol

292、den parachute payments not previouslyapproved.We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the date of the first sale of our ordinary shares pursuant to this offering.However,if certain events occur before the end of such five-yea

293、r period,including if we become a“large accelerated filer,”if our annual gross revenues exceed$1.235 billion or if we issue morethan$1.0 billion of non-convertible debt in any three-year period,we will cease to be an emerging growth company before the end of such five-year period.Section 107 of the

294、JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B)of the Securities Act of 1933,asamended(the“Securities Act”),for complying with new or revised accounting standards.We have elected to take advantage of this extended

295、transition period,which means that the financialstatements included in this prospectus,as well as any financial statements that we file in the future,will not be subject to all new or revised accounting standards generally applicable to publiccompanies for the transition period for so long as we rem

296、ain an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period under the JOBS Act.In addition,both foreign private issuers and emerging growth companies are exempt from certain of the more extensive SEC executive compensation disclosure rules(see“I

297、mplications of Beinga Foreign Private Issuer”below).Therefore,even if we no longer qualify as an emerging growth company but remain a foreign private issuer,we will continue to be exempt from such rules andwill continue to be permitted to follow our home country practice as to the disclosure of such

298、 matters.Implications of Being a Foreign Private Issuer Upon consummation of this offering,we will report under the Securities Exchange Act of 1934,as amended(the“Exchange Act”),as a non-U.S.company with“foreign private issuer”status.Even after we no longer qualify as an emerging growth company,so l

299、ong as we qualify as a foreign private issuer under the Exchange Act,we will be exempt from certain provisions of theExchange Act and the rules thereunder that are applicable to U.S.domestic public companies,including:the rules under the Exchange Act that require U.S.domestic public companies to iss

300、ue financial statements prepared under U.S.GAAP;the sections of the Exchange Act that regulate the solicitation of proxies,consents,or authorizations in respect of any securities registered under the Exchange Act;the sections of the Exchange Act that require insiders to file public reports of their

301、share ownership and trading activities and that impose liability on insiders who profit from tradesmade in a short period of time;and the rules under the Exchange Act that require the filing with the SEC of quarterly reports on Form 10-Q,containing unaudited financial and other specified information

302、,and currentreports on Form 8-K,upon the occurrence of specified significant events.We will file with the SEC,within four months after the end of each fiscal year(or such other reports required by the SEC),an annual report on Form 20-F containing financial statements auditedby an independent registe

303、red public accounting firm.9Table of Contents We may take advantage of these exemptions until such time as we are no longer a foreign private issuer.We would cease to be a foreign private issuer at such time as more than 50%of ouroutstanding voting securities are held by U.S.residents and any of the

304、 following three circumstances applies:(i)the majority of our executive officers or directors are U.S.citizens or residents,(ii)more than 50%of our assets are located in the United States or(iii)our business is administered principally in the United States.Implications of Being a Controlled Company

305、Our founding shareholder and Chief Executive Officer,Shaozhang Lin,beneficially owns more than 56%of our total voting power through his ownership of 5,605,727 Class B Shares,whichhave 20 votes per share,compared with 1 vote per share for our Class A Shares.Upon the closing of this offering,Mr.Lin wi

306、ll continue to own a controlling interest in our company and we willmeet the definition of a“controlled company”under the corporate governance standards for Nasdaq listed companies.As such,we will be eligible to utilize certain exemptions from thecorporate governance requirements of The Nasdaq Stock

307、 Market.We are a“controlled company”within the meaning of Nasdaq Listing Rule 5615(c).As a controlled company,we qualify for,and our Board of Directors,the composition of which is and will be controlled by this shareholder,may rely upon exemptions from several of Nasdaqs corporate governance require

308、ments,including requirements that:a majority of the board of directors consists of independent directors;compensation of officers be determined or recommended to the board of directors by a majority of its independent directors or by a compensation committee comprised solely ofindependent directors;

309、and director nominees be selected or recommended to the board of directors by a majority of its independent directors or by a nominating and corporate governance committee that iscomposed entirely of independent directors.As long as our officers and directors,either individually or in the aggregate,

310、own at least 50%of the voting power of our company,we are a“controlled company”as defined under NasdaqMarketplace Rules.Accordingly,to the extent that we may choose to rely on one or more of these exemptions,our shareholders would not be afforded the same protections generally as shareholders of oth

311、erNasdaq-listed companies for so long as these shareholders are collectively able to control the composition of our Board and our Board determines to rely upon one or more of such exemptions.Prospectus Conventions Except where the context otherwise requires and for purposes of this prospectus only,“

312、we,”“us,”“our company,”“Company,”“our”and“Youxin”refer to:Youxin Technology Ltd,a Cayman Islands company,which is the holding company issuing securities hereby;Youxin Cloud(BVI)Ltd,wholly owned by Youxin;Youxin Cloud(HK)Limited(“Youxin HK”),wholly owned by Youxin BVI;and Hainan Youxin Mutual Enterpr

313、ise Management Co.,Ltd.(“YXHW”or“WFOE”),a wholly foreign-owned entity formed by Youxin HK under the laws of the Peoples Republic ofChina;and Guangzhou Youxin Technology Co.,Ltd.(“Guangzhou Youxin”),a wholly owned subsidiary formed by YXHW under the laws of the Peoples Republic of China.This prospect

314、us contains conversions of certain RMB amounts into U.S.dollar amounts at a specified exchange rate solely for the convenience of the reader.The exchange rates in effect as ofSeptember 30,2022,March 31,2023 and 2022 were$7.00,$6.89 and$6.34,respectively.The average exchange rates for the six months

315、ended March 31,2023 and 2022 were$6.977 and$6.3734,respectively.The average exchange rates for the years ended September 30,2022 and 2021 were$6.730 and$6.372,respectively.We use period-end exchange rates for assets andliabilities and average exchange rates for revenue and expenses.Capital accounts

316、are converted at their historical exchange rates when capital transactions occurred.Any discrepancies in anytable between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.For the sake of clarity,this prospectus follows the English naming conventio

317、n of first name followed by last name,regardless of whether an individuals name is Chinese or English.Forexample,the name of the Chief Executive Officer will be presented as“Shaozhang Lin,”even though,in Chinese,Mr.Lins name is presented as“Lin Shaozhang.”We obtained the industry and market data use

318、d in this prospectus supplement,the accompanying prospectus,any free writing prospectus or any document incorporated by reference fromindustry publications,research,surveys and studies conducted by third parties and our own internal estimates based on our managements knowledge and experience in the

319、markets in which weoperate.We did not,directly or indirectly,sponsor or participate in the publication of such materials,and these materials are not incorporated in this prospectus other than to the extentspecifically cited in this prospectus.We have sought to provide current information in this pro

320、spectus and believe that the statistics provided in this prospectus remain up-to-date and reliable,andthese materials are not incorporated in this prospectus other than to the extent specifically cited in this prospectus.Unless the context indicates otherwise,all information in this prospectus assum

321、es the underwriters do not exercise their over-allotment option in full.Certain monetary amounts,percentages,and other figures included in this prospectus have been subject to rounding adjustments.Accordingly,figures shown as totals in certain tables may not bethe arithmetic aggregation of the figur

322、es that precede them,and figures expressed as percentages in the text may not total 100%or,as applicable,when aggregated may not be the arithmeticaggregation of the percentages that precede them.10Table of Contents Transfers of Cash to and from the Subsidiaries To transfer cash from Youxin HK to the

323、 WFOE,Youxin HK can increase the WFOEs registered capital,which requires reporting to the local governmental authorities,or through a shareholderloan,which requires registration with the PRC State Administration of Foreign Exchange or its local bureau.We currently conduct all of our business through

324、 Guangzhou Youxin,but we may conduct business in Mainland China through the WFOE in the future.Although we do not currently intend topay dividends,we may rely on the dividends received from the WFOE to pay dividends to our shareholders in the future.Current PRC regulations permit our PRC subsidiarie

325、s to pay dividendsto their respective shareholders only out of their accumulated profits,if any,determined in accordance with PRC accounting standards and regulations.In addition,each of our PRC subsidiariesis required to set aside at least 10%of its after-tax profits each year,if any,to fund a stat

326、utory reserve until such reserve reaches 50%of each of their registered capitals.These reserve fundscannot be distributed as cash dividends.If our PRC subsidiaries incur debt on its own or enter into certain agreements in the future,the instruments governing the debt or such other agreementsmay rest

327、rict our ability to pay dividends or make other distributions to us.The conversion of RMB into foreign currencies and the remittance of currencies out of the PRC are subject to PRC laws and regulations.We may experience difficulties in completing theadministrative procedures necessary to obtain and

328、remit foreign currency for the payment of dividends from our profits,if any.If we or our subsidiaries are unable to receive all of the revenuesfrom our operations,we may be unable to pay dividends on our securities.Cash dividends,if any,on our Class A Shares will be paid in U.S.dollars.If we are con

329、sidered a PRC tax resident enterprise for tax purposes,any dividends we pay to our overseas shareholdersmay be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10.0%.Pursuant to the Arrangement between Mainland China and the Hong Kong Special

330、Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income,or the Double TaxAvoidance Arrangement,the 10%withholding tax rate may be lowered to 5%if a Hong Kong resident enterprise owns no less than 25%of a PRC entity.However,the 5%withholding tax ratedoes not automatically

331、 apply and certain requirements must be satisfied,including,without limitation,that(a)the Hong Kong entity must be the beneficial owner of the relevant dividends;and(b)the Hong Kong entity must directly hold no less than 25%share ownership in the PRC entity during the 12 consecutive months preceding

332、 its receipt of the dividends.In current practice,aHong Kong entity must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5%lower PRC withholding tax rate.As the Hong Kong tax authority will issue such atax resident certificate on a case-by-case basis,we cannot ass

333、ure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy thepreferential withholding tax rate of 5%under the Double Taxation Arrangement with respect to dividends to be paid by our PRC subsidiary to its immediate holding company,Youxin HK.As ofthe date of this prospectus,the WFOE currently does not have any plan to declare and pay divi