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1、F-1 1 ff12023_ouiglobal.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on September 28,2023Registration No.UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,DC 20549_FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_OUI Global(Exact name of reg
2、istrant as specified in its charter)_Not Applicable(Translation of Registrants Name into English)_Cayman Islands 4210 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)Room 1801,No.6Line
3、 3508,YiXian RoadBaoshan District,ShanghaiPeoples Republic of China 200441+86-66130875(Address,including zip code,and telephone number,including area code,of principalexecutive offices)_Cogency Global Inc.122 E 42nd St.,18th FloorNewYork,NY10168(212)947-7200(Name,address,including zip code,and telep
4、hone number,including area code,ofagent for service)_Copies to:William S.Rosenstadt,Esq.Mengyi“Jason”Ye,Esq.Ortoli Rosenstadt LLP366 Madison Avenue,3rd FloorNewYork,NY10017+1-212-588-0022telephone Mark E.Crone,Esq.Liang Shih,Esq.The Crone Law Group P.C.420 Lexington Avenue,Suite 2446NewYork,NY10170+
5、1-646-861-7891telephone_Approximate date of commencement of proposed sale to public:As soon as practicable after theeffective date of this Registration Statement.If any securities being registered on this Form are to be offered on a delayed or continuous basispursuant to Rule415 under the Securities
6、 Act,check the following box.If this Form is filed to register additional securities for an offering pursuant toRule 462(b)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering.I
7、f this Form is a post-effective amendment filed pursuant to Rule462(c)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.If this Form is a post-effective amendment filed pursu
8、ant to Rule462(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 offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule405of the Sec
9、urities Actof1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standard
10、s provided pursuant to Section7(a)(2)(B)of the Securities Act._The term“new or revised financial accounting standard”refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April5,2012.The registrant hereby amends this registration statem
11、ent on such date or dates as maybe necessary to delay its effective date until the registrant shall file a furtheramendment which specifically states that this registration statement shall thereafterbecome effective in accordance with Section 8(a)of the Securities Act of 1933,asamended,or until the
12、registration statement shall become effective on such date asthe U.S.Securities and Exchange Commission,acting pursuant to such Section 8(a),may determine.Table of ContentsThe information in this prospectus is not complete and may be changed.We will notsell these securities until the registration st
13、atement filed with the Securities andExchange Commission is effective.This prospectus is not an offer to sell thesesecurities and it is not soliciting an offer to buy these securities in any statewhere the offer or sale is not permitted.PRELIMINARY PROSPECTUS SUBJECTTOCOMPLETION,DATEDSEPTEMBER28,202
14、3OUI Global2,500,000 ClassA Ordinary SharesThis is an initial public offering of 2,500,000 ClassA ordinary shares,par value$0.0001 per share(the“ClassA Ordinary Shares”),of OUI Global(the“Company”,“we”,“us”,“our”).Prior to this offering,there has been no public market forour ClassA Ordinary Shares.T
15、he offering price of our Class A Ordinary Shares inthis Offering(the“Offering Price”)is expected to be between$4 and$6 per Class AOrdinary Share.We have applied to list our ClassA Ordinary Shares on the NasdaqGlobal Market,or Nasdaq,under the symbol“TKE.”If Nasdaq does not approve thelisting of our
16、Class A Ordinary Shares,we will not proceed with this offering.Noassurance can be given that our application will be approved or that a trading marketwill develop.OUI Globals issued share capital is a dual class structure consisting of ClassAOrdinary Shares and ClassB Ordinary Shares.Holders of Clas
17、sA Ordinary Shares andClass B Ordinary Shares shall at all times vote together as one class on allresolutions submitted to a vote by the shareholders and have the same rights excepteach ClassA Ordinary Share shall entitle its holder to one(1)vote on all matterssubject to vote at general meetings of
18、the Company and each ClassB Ordinary Shareshall entitle its holder to ten(10)votes on all matters subject to vote at generalmeetings of the Company.In no event shall Class A Ordinary Shares be convertibleinto Class B Ordinary Shares.In no event shall Class B Ordinary Shares beconvertible into Class
19、A Ordinary Shares.Investing in our ClassA ordinary shares involves a high degree of risk.Before buying any ClassA Ordinary Shares,you should carefully read thediscussion of material risks of investing in our ClassA Ordinary Sharesin“Risk Factors”beginning on page 19 of this prospectus.OUI Global is
20、a Cayman Islands holding company and is not a Chineseoperating company.As a holding company with no material operations of itsown,it conducts all of its operations and operates its business in in thePeoples Republic of China,or the PRC or China,through its subsidiariesin the PRC,in particular,Shangh
21、ai TKE Zhenbiao Container FreightTransport Limited(“TKE Zhenbiao”or“TKE Zhenbiao WFOE”or“PRCOperating Subsidiary”).Our Class A Ordinary Shares offered in thisoffering are shares of our Cayman Islands holding company instead of sharesof our subsidiaries in the PRC.Further,OUI Global controls and rece
22、ivesthe economic benefits of its PRC subsidiaries business operation,if any,through equity ownership.We do not use a Variable Interest Entity(“VIE”)structure.Because of our corporate structure as a CaymanIslands holding company with operations conducted by our subsidiaries inthe PRC,it involves uniq
23、ue risks to investors.Furthermore,the PRCregulatory authorities could change the rules and regulations regardingforeign ownership in the industry in which the company operates,whichwould likely result in a material change in our operations and/or amaterial change in the value of the securities we ar
24、e registering for sale,including that it could cause the value of such securities to significantlydecline or become worthless.See“Risk FactorsRisks Related to DoingBusiness in ChinaThe Chinese government exerts substantial influenceover the manner in which we must conduct our business activities.The
25、governmental and regulatory interference could significantly limit orcompletely hinder our ability to offer or continue to offer securities toinvestors and cause the value of such securities to significantly declineor be worthless.”on page 43.Because our operations are primarily located in the PRC t
26、hrough our PRCSubsidiaries,we are subject to certain legal and operational risksassociated with our operations in China,including changes in the legal,political and economic policies of the Chinese government,the relationsbetween China and the United States,or Chinese or United Statesregulations may
27、 materially and adversely affect our business,financialcondition and results of operations.PRC laws and regulations governing ourcurrent business operations are sometimes subject to changes and differinginterpretations,and therefore,these risks may result in a material changein our operations and th
28、e value of our ClassA Ordinary Shares,or couldsignificantly limit or completely hinder our ability to offer or continueto offer our securities to investors and cause the value of such securitiesto significantly decline or be worthless.Recently,the PRC governmentinitiated a series of regulatory actio
29、ns and statements to regulatebusiness operations in China,including cracking down on illegal activitiesin the securities market,adopting new measures to extend the scope ofcybersecurity reviews,and expanding the efforts in anti-monopolyenforcement.As of the date of this prospectus,as advised by our
30、PRC legaladviser,Tian Yuan Law Firm,we do not believe that we are subject to thecybersecurity review with the Cyberspace Administration of China,or CAC,as we are Table of Contentsnot identified as a critical information infrastructure operator,do notpossess over one million users personal informatio
31、n and do not anticipatethat we will be collecting over one million users personal information inthe foreseeable future,and our business does not involve data possessingthat affects or may affect national security.On February 17,2023,theCSRC released the Trial Administrative Measures of Overseas Secu
32、ritiesOffering and Listing by Domestic Companies,or the Trial Measures,and fivesupporting guidelines,which came into effect on March 31,2023.Pursuantto the Trial Measures,domestic companies that seek to offer or listsecurities overseas,both directly and indirectly,should fulfill thefiling procedure
33、and report relevant information to the CSRC,and we arerequired to complete the filing procedure with the CSRC under the TrialMeasures prior to the completion of this offering.As of the date of thisprospectus,we are preparing materials for the above filing procedures andplan to submit the filing with
34、 CSRC under the Trial Measures as soon aspracticable.Since the Trial Measures was newly promulgated,itsinterpretation,application and enforcement remain has yet to be assessed.We cannot assure you whether we could complete the filing procedure in atimely manner,or at all,as well as whether there wil
35、l be other regulatoryrequirements related to overseas securities offerings and other capitalmarkets activities;our ability to offer,or continue to offer,securitiesto investors would be potentially hindered and the value of our securitiesmight significantly decline or be worthless,by existing or futu
36、re laws andregulations relating to its business or industry or by intervene orinterruption by relevant governmental authorities where we operate,if weor our subsidiaries(i)do not receive or maintain such filings,permissions or approvals required by the PRC government,(ii)inadvertentlyconclude that s
37、uch filings,permissions or approvals are not required,(iii)applicable laws,regulations,or interpretations change and we arerequired to obtain such filings,permissions or approvals in the future,or(iv)any intervention or interruption by relevant governmental where weoperate with little advance notice
38、.See“Risk FactorsRisks Related toDoing Business in ChinaThe approval,filing or other requirements ofthe CSRC or other PRC government authorities may be required under PRC lawin connection with our issuance of securities overseas,and,if required,we cannot predict whether or for how long we will be ab
39、le to obtain suchapproval or complete such filing or other requirement.”on page 44.Our ClassA Ordinary Shares may be prohibited from trading on a nationalexchange or“over-the-counter”markets under the Holding ForeignCompanies Accountable Act(the“HFCAA”)if the Public Company AccountingOversight Board
40、(“PCAOB”)determines that it is unable to inspect orfully investigate our auditor and as a result the exchange where oursecurities are traded may delist our securities.Furthermore,on June22,2021,the U.S.Senate passed the Accelerating Holding Foreign CompaniesAccountable Act(the“AHFCAA”),which was sig
41、ned into law onDecember29,2022,amending the HFCAA and requiring the SEC to prohibit anissuers securities from trading on any U.S.stock exchange if itsauditor is not subject to PCAOB inspections for two consecutive yearsinstead of three consecutive years.On December 29,2022,legislationtitled“Consolid
42、ated Appropriations Act,2023”(the“ConsolidatedAppropriations Act”),was signed into law by President Biden.TheConsolidated Appropriations Act contained,among other things,an identicalprovision to AHFCAA which reduces the number of consecutive non-inspectionyears required for triggering the prohibitio
43、ns under the HFCAA from threeyears to two.Pursuant to the HFCAA,the PCAOB issued a Determination Report onDecember 16,2021,which found that the PCAOB was unable to inspect orinvestigate completely certain named registered public accounting firmsheadquartered in Mainland China and Hong Kong.As of the
44、 date of theprospectus,our auditor,ZH CPA,LLC not subject to the determinations asto inability to inspect or investigate completely as announced by the PCAOBon December 16,2021 as they are not on the Determination Report onDecember16,2021 published by the PCAOB.ZH CPA,LLC is headquartered inColorado
45、,U.S.and registered with PCAOB subject to PCAOB inspection.Notwithstanding the foregoing,in the future,if there is any regulatorychange or step taken by PRC regulators that does not permit our auditor toprovide audit documentations located in China to the PCAOB for inspectionor investigation,investo
46、rs may be deprived of the benefits of suchinspection.In the event it is later determined that the PCAOB is unable toinspect or investigate completely our auditor because of a position takenby an authority in a foreign jurisdiction,then such lack of inspectioncould cause trading in the Companys secur
47、ities to be prohibited under theHFCAA,and ultimately result in a determination by a securities exchange todelist the Companys securities.The delisting of our Class A OrdinaryShares,or the threat of their being delisted,may materially and adverselyaffect the value of your investment,even making it wo
48、rthless.On August26,2022,the SEC issued a statement announcing that the PCAOBsigned a Statement of Protocol(“SOP”)with the CSRC and the Ministry ofFinance of the Peoples Republic of China governing inspections andinvestigations of audit firms based in China and Hong Kong,jointlyagreeing on the need
49、for a framework.On December 15,2022,the PCAOBannounced that it has secured complete access to inspect and investigate Table of Contentsregistered public accounting firms headquartered in Mainland China andHong Kong and voted to vacate the previous Determination Report to thecontrary.The PCAOB is con
50、tinuing to demand complete access in mainlandChina and HongKong moving forward and is already making plans to resumeregular inspections in early 2023 and beyond,as well as to continuepursuing ongoing investigations and initiate new investigations as needed.The PCAOB has indicated that it will act im
51、mediately to consider the needto issue new determinations with the HFCAA if needed.If the PCAOB in thefuture again determines that it is unable to inspect and investigatecompletely auditors in Mainland China and Hong Kong,then the companiesaudited by those auditors would be subject to a trading proh
52、ibition onU.S.markets pursuant to the HFCAA and/or AHFCAA.These recentdevelopments could also add uncertainties to this Offering and we cannotassure you that the Nasdaq or regulatory authorities would not applyadditional or more stringent criteria to us after considering theeffectiveness of our audi
53、tors audit procedures and quality controlprocedures,adequacy of personnel and training,or sufficiency ofresources,geographic reach or experience as it relates to the audit of ourfinancial statements.See“Risk Factors Risks Relating to DoingBusiness in ChinaOur ClassA Ordinary Shares may be prohibited
54、 frombeing traded on a national exchange under the Holding Foreign CompaniesAccountable Act if the PCAOB is unable to inspect our auditors.Thedelisting of our Ordinary Shares,or the threat of their being delisted,may materially and adversely affect the value of your investment.Furthermore,on June 22
55、,2021,the U.S.Senate passed the AcceleratingHolding Foreign Companies Accountable Act,which was signed into law onDecember 29,2022,amending the HFCAA to require the SEC to prohibit anissuers securities from trading on any U.S.stock exchanges if itsauditor is not subject to PCAOB inspections for two
56、consecutive yearsinstead of three.”on page 51.Since our corporate structure is a direct holding structure and do not haveVIE structure,OUI Global is permitted under the Cayman Islands laws toprovide funding to our subsidiaries in the PRC and Hong Kong through loansor capital contributions without re
57、strictions on the amount of the funds,subject to satisfaction of applicable government registration,approval andfiling requirements.Current PRC regulations permit our PRC Subsidiaries topay dividends to their shareholders,and ultimately to the Company only outof their accumulated profits,if any,dete
58、rmined in accordance with PRCaccounting standards and regulations.No dividend was declared for theyears ended December 31,2022 and 2021,and as of the date of thisprospectus.We intend to retain all available funds and future earnings,ifany,for the operation and expansion of our business and do not an
59、ticipatedeclaring or paying any dividends in the foreseeable future.See“Prospectus Summary Transfers of Cash to and from Our Subsidiaries.”We currently have not maintained any cash management policies that dictatethe purpose,amount and procedure of cash transfers between the Company,our subsidiaries
60、,or investors.Rather,the funds can be transferred inaccordance with the applicable laws and regulations.To the extent cash orassets in the business is in the PRC or HongKong or a PRC or HongKongentity,the funds or assets may not be available to fund operations or forother use outside of the PRC or H
61、ong Kong due to restrictions andlimitations under applicable PRC laws and regulations on the ability of usor our subsidiaries to transfer cash or assets.See“ProspectusSummaryTransfers of Cash to and from Our Subsidiaries.”and“RiskFactors Risks Related to Doing Business in China To the extentcash or
62、assets of our business,or of our PRC or HongKong subsidiaries,is in the PRC or HongKong,such cash or assets may not be available tofund operations or for other use outside of the PRC or HongKong,due torestrictions and limitations under applicable PRC laws and regulations tothe transfer of cash or as
63、sets”on page 51.The structure of cash flows within our organization,and as summary of theapplicable regulations,is as follows:1.Our corporate structure is a direct holding structure without aVIE structure,that is,the overseas entity to be listed in theU.S.,OUI Global,wholly owns Shanghai TKE Zhenbia
64、o ContainerFreight Transport Limited(“TKE Zhenbiao”or“TKE Zhenbiao WFOE”or the“WFOE”),indirectly through holdings of the Hong Kongcompanies,Tokuen HK Limited(“Tokuen HK”)and Wah MouInternational Company Limited(“Wah Mou International”).2.Within our direct holding structure,funds are permitted undera
65、pplicable laws and regulations to be transferred within ourcorporate group.After foreign investors funds enter OUI Globalat the close of this offering,the funds can be directlytransferred to Tokuen HK and/or Wah Mou International CompanyLimited,and then transferred to the TKE Zhenbiao WFOE throughlo
66、ans or capital contributions,subject to satisfaction ofapplicable government registration,approval and filingrequirements.Table of ContentsIf the Company intends to distribute dividends,TKE Zhenbiao WFOEwill transfer the dividends to Tokuen HK and/or Wah MouInternational Company Limited,in accordanc
67、e with the laws andregulations of the PRC,and then Tokuen HK and/or Wah MouInternational Company Limited will transfer the dividends to OUIGlobal,and the dividends will be distributed from OUI Global toall shareholders respectively in proportion to the shares theyhold,regardless of whether the share
68、holders are U.S.investors orinvestors in other countries or regions.3.In the reporting periods and as of the date of this prospectus,nodividends or distributions have been made to date between theholding company and its subsidiaries,or to investors.See“Transfers of Cash to and from Our Subsidiaries”
69、on page 15.Neither the holding company nor subsidiaries have declareddividends as of the date of this prospectus.For the foreseeablefuture,the Company intends to use the earnings for research anddevelopment,to develop new products and to expand its operations.As a result,we do not expect to pay any
70、cash dividends.Also,asof the date of this prospectus,no cash generated from onesubsidiary is used to fund another subsidiarys operations and wedo not anticipate any difficulties or limitations on our ability totransfer cash between subsidiaries.We have not installed any cashmanagement policies that
71、dictate the amount of such funding.4.Our PRC Subsidiaries ability to distribute dividends is basedupon their distributable earnings.Current PRC regulations permitour PRC Subsidiaries to pay dividends to their respectiveshareholders only out of their accumulated profits,if any,determined in accordanc
72、e with PRC accounting standards andregulations.In addition,our PRC Subsidiaries are required to setaside at least 10%of its after-tax profits each year,if any,tofund a statutory reserve until such reserve reaches 50%of each oftheir registered capitals.These reserves are not distributable ascash divi
73、dends,except in the event of liquidation.Under existing PRC foreign exchange regulations,payment of current account items,such as profit distributions and trade and service-related foreign exchangetransactions,can be made in foreign currencies without prior approval from the StateAdministration of F
74、oreign Exchange,or the SAFE,by complying with certain proceduralrequirements.Therefore,our PRC Subsidiaries are able to pay dividends in foreigncurrencies to us without prior approval from SAFE,subject to the condition that theremittance of such dividends outside of the PRC complies with certain pro
75、ceduresunder PRC foreign exchange regulations.Approval from,or registration with,appropriate government authorities is,however,required where the RMB is to beconverted into foreign currency and remitted out of China to pay capital expensessuch as the repayment of loans denominated in foreign currenc
76、ies.We also cannotassure you whether there will be restriction in the future regarding access toforeign currencies for current account transactions.Current PRC regulations permitour PRC Subsidiaries to pay dividends to their shareholders,and ultimately to theOUI Global,only out of its accumulated pr
77、ofits,if any,determined in accordancewith PRC accounting standards and regulations.As of the date of this prospectus,there are no restrictions or limitations imposed by the HongKong government on thetransfer of capital within,into and out of Hong Kong(including funds fromHongKong to the PRC),except
78、for transfer of funds involving money laundering andcriminal activities.Cayman Islands law prescribes that a company may only paydividends out of its profits.Other than that,there is no restrictions on OUIGlobals ability to transfer cash to investors.See“Risk FactorsRisks Relatedto Doing Business in
79、 ChinaTo the extent cash or assets of our business,or ofour PRC or HongKong subsidiaries,is in the PRC or HongKong,such cash or assetsmay not be available to fund operations or for other use outside of the PRC orHong Kong,due to restrictions and limitations under applicable PRC laws andregulations t
80、o the transfer of cash or assets.”and“Risk FactorsRisks Relatedto Doing Business in ChinaWe rely on dividends and other distributions on equitypaid by our PRC Subsidiaries to fund any cash and financing requirements we may have,and any limitation on the ability of our PRC Subsidiaries to make paymen
81、ts to uscould have a material adverse effect on our ability to conduct our business.”The PRC government may continue to strengthen its supervision over capital and morerestrictions and substantial vetting processes may be put forward by SAFE for cross-border transactions falling under both the curre
82、nt account and the capital account.Any limitation on the ability of our PRC subsidiaries to pay dividends or make otherkinds of payments to us could materially and adversely limit our ability to grow,make investments or acquisitions that could be beneficial to our business,paydividends,or otherwise
83、fund and conduct our business.Furthermore,if our PRCsubsidiaries incur debt on their own in the future,the instruments governing thedebt may restrict their ability to pay dividends or make other payments.Table of ContentsWe are an“emerging growth company”under the federal securities laws andwill be
84、subject to reduced public company reporting requirements.See“Prospectus SummaryImplications of Being an Emerging Growth Company”on page 13 for additional information.We have a dual-class share structure.Our issued and outstanding share capitalconsists of ClassA Ordinary Shares and ClassB Ordinary Sh
85、ares.Mr.Xin HU,thechairman of the board of directors and our Chief Executive Officer,will beneficiallyown 46.91%of our total issued and outstanding ClassA Ordinary Shares and 100%ofour total issued and outstanding Class B Ordinary Shares immediately after thecompletion of this offering,representing
86、79.73%of the aggregate total voting powerof our total issued and outstanding share capital immediately after the completion ofthis offering,assuming that the underwriters do not exercise their over-allotmentoption.As a result of the dual-class share structure and the concentration ofownership,Mr.Xin
87、 HU will have considerable influence over matters such as decisionsregarding mergers and consolidations,election of directors,and other significantcorporate actions.As a result,we will be a“controlled company”as defined underthe Nasdaq Stock Market Rules.As a“controlled company,”we are permitted to
88、electnot to comply with certain corporate governance requirements.We do not plan to relyon these exemptions but may elect to do so after completing this offering.Neither the Securities and Exchange Commission nor any other regulatorybody has approved or disapproved of these securities or passed upon
89、 theaccuracy or adequacy of this prospectus.Any representation to the contraryis a criminal offense.Per Share Total(4)Public offering price(1)$4.00$10,000,000Underwriting discounts(2)$0.3$750,000Proceeds to us before expenses(3)$3.7$9,250,000_(1)Determined based on the proposed minimum offering pric
90、e per Class A Ordinary Share.(2)We have agreed to give our underwriters a discount equal to 7.5%of the gross proceeds fromthe sales of our Class A Ordinary Shares in this offering.See“Underwriting”beginning onpage 143 of this prospectus for a description of all underwriting compensation payable inco
91、nnection with this offering.(3)Excludes fees and expenses payable to the Underwriter.The total amount of Underwritersexpenses related to this offering is set forth in the section entitled“Underwriting.”(4)Assumes that the underwriters do not exercise any portion of their over-allotment option.This o
92、ffering is being conducted on a firm commitment basis.The underwriters haveagreed to purchase and pay for all of the ClassA Ordinary Shares offered by thisprospectus if they purchase any Class A Ordinary Shares.We have granted theunderwriters an option for a period of 45days after the closing of thi
93、s offering topurchase up to 15%of the total number of the ClassA Ordinary Shares to be offeredby us pursuant to this offering(excluding ClassA Ordinary Shares subject to thisoption),solely for the purpose of covering over-allotments,at the public offeringprice less the underwriting discounts.If the
94、underwriters exercise the option infull,the total underwriting discounts payable will be US$862,500 based on anoffering price of US$4.00 per Class A Ordinary Share(proposed minimum offeringprice set forth on the cover page of this prospectus),and the total proceeds to us,before expenses,will be US$1
95、0,637,500.We expect our total cash expenses for this offering to be approximately US$3,146,664,including expenses payable to the underwriters for their reasonable out-of-pocketexpenses,exclusive of the above discounts.The underwriters expect to deliver the ClassA Ordinary Shares against payment asse
96、t forth under“Underwriting”on or about,2023.Neither the Securities and Exchange Commission nor any state securitiescommission has approved or disapproved of these securities or determined ifthis prospectus is truthful or complete.Any representation to the contraryis a criminal offense.The date of th
97、is prospectus is,2023 Table of ContentsTABLE OF CONTENTS PageProspectus Summary 1Risk Factors 19Special NoteRegarding Forward-Looking Statements 61Use of Proceeds 62Dividend Policy 63Capitalization 64Dilution 65Managements Discussion and Analysis of Financial Condition and Results ofOperations 67Ind
98、ustry 76Corporate History and Structure 86Business 88Regulations 100Management 110Executive Compensation 114Related Party Transactions 116Principal Shareholders 119Description of Share Capital 121Shares Eligible for Future Sale 133Material Tax Consequences Applicable to U.S.Holders of Our Ordinary S
99、hares 135Enforceability of Civil Liabilities 141Underwriting 143Expenses Relating to This Offering 149Legal Matters 150Experts 150Where You Can Find Additional Information 150Consolidated Financial Statements F-1Neither we nor the underwriters have authorized anyone to provide any information orto m
100、ake any representations other than those contained in this prospectus or in anyfree writing prospectuses we have prepared.We take no responsibility for,and canprovide no assurance as to the reliability of,any other information that others maygive you.We are offering to sell,and seeking offers to buy
101、,shares of our ClassAOrdinary Share only in jurisdictions where offers and sales are permitted.Theinformation in this prospectus is accurate only as of the date of this prospectus,regardless of the time of delivery of this prospectus or any sale of our ClassAOrdinary Shares.Our business,financial co
102、ndition,results of operations,andprospects may have changed since that date.iTable of ContentsPROSPECTUS SUMMARYThis summary highlights information contained in greater detail elsewhere in thisprospectus.This summary is not complete and does not contain all of theinformation you should consider in m
103、aking your investment decision.You should readthe entire prospectus carefully before making an investment in our ClassA OrdinaryShares.You should carefully consider,among other things,our consolidatedfinancial statements and the related notes and the sections entitled“RiskFactors”and“Managements Dis
104、cussion and Analysis of Financial Condition andResults of Operations”included elsewhere in this prospectus.Prospectus ConventionsExcept where the context otherwise requires and for purposes of this prospectusonly,references to:“China”or the“PRC”are to the Peoples Republic of China,excludingTaiwan an
105、d the special administrative regions of Hong Kong and Macau forthe purposes of this prospectus only;“ClassA Ordinary Shares”are to our Class A ordinary shares with parvalue of US$0.0001 per share;“ClassB Ordinary Shares”are to our Class B ordinary shares with parvalue of US$0.0001 per share;“Convers
106、ion Price”are to the conversion price of the Mighty StageConvertible Notes(as defined below)and Niu B Convertible Note(as definedbelow),which is 0.5 times the expected Offering Price per Class AOrdinary Share,exercisable prior to the Offering.As of the date of theprospectus,the expected Offering Pri
107、ce,hence the exact conversion price,has not and cannot be confirmed.For the purpose of presenting the Class AOrdinary Shares issued and outstanding to Niu B Limited and Mighty StageLimited prior and after the Offering,we assume the conversion prices ofthe Mighty Stage Convertible Notes and Niu B Con
108、vertible Note to beUS$2.00,which equals to 0.5 times the proposed minimum offering price perClass A Ordinary Shares,US$4.00.“East China”are to the provinces of Anhui,Fujian,Jiangsu,Jiangxi,Shandong and Zhejiang and the municipality of Shanghai of the PRC;“Frost&Sullivan”are to Frost&Sullivan Interna
109、tional Limited,anindependent research firm commissioned by the Company;“Frost&Sullivan Report”are to Container Trucking Service Industry inChina Independent Market Research prepared by Frost&Sullivan andcommissioned by the Company;“HKD”are to the official currency of HongKong;“Mighty Stage Convertib
110、le Notes”are to the First Mighty StageConvertible Note(as define herein)and the Second Mighty StageConvertible Note(as define herein)collectively.The“First Mighty StageConvertible Note”are to the convertible note dated January 9,2023issued by OUI Global to Mighty Stage Limited,a company incorporated
111、 underthe laws of British Virgin Islands,pursuant to a subscription agreementbetween OUI Global and Mighty Stage Limited,with a principal amount ofUS$500,000 that is subject to conversion to the Class A Ordinary Shares ofOUI Global prior to the completion of this Offering in accordance with theterms
112、 and conditions of such note.The“Second Mighty Stage ConvertibleNote”are to the convertible note dated August 23,2023 issued by OUIGlobal to Mighty Stage Limited,pursuant to a second subscriptionagreement between OUI Global and Mighty Stage Limited,with a principalamount of US$200,000 that is subjec
113、t to conversion to the Class A OrdinaryShares of OUI Global prior to the completion of this Offering inaccordance with the terms and conditions of such note.“Niu B Convertible Note”are to the convertible note dated November 10,2022 issued by OUI Global to Niu B Limited,a company incorporated underth
114、e laws of Hong Kong,pursuant to a subscription agreement between OUIGlobal and Niu B Limited,with a principal amount of US$1 million that issubject to conversion to the Class A Ordinary Shares of OUI Global priorto the completion of this Offering in accordance with the terms andconditions of such no
115、te;“OUI Global”,“Company”or“our Company”are to OUI Global,a CaymanIslands exempted company incorporated on November 9,2022;1Table of Contents“PRC Subsidiaries”are to TKE Zhenbiao(as defined below)and TKE SupplyChain(as defined below);“PRC Operating Subsidiary”are to TKE Zhenbiao(as defined below),ou
116、roperating entity;“RMB”are to Renminbi,or the legal currency of the PRC;“TKE Supply Chain”or“TKE Supply Chain WFOE”are to Shanghai TKESupply Chain Limited,a wholly foreign-owned enterprise organized underthe laws of the PRC and an indirectly wholly-owned subsidiary of OUIGlobal through Tokuen HK(as
117、defined below);“TKE Zhenbiao”or“TKE Zhenbiao WFOE”are to Shanghai TKE ZhenbiaoContainer Freight Transport Limited,our operating entity,a whollyforeign-owned enterprise organized under the laws of the PRC on December21,2001 and an indirectly wholly-owned subsidiary of OUI Global throughTokuen HK(as d
118、efined below)and Wah Mou International(as defined below);“Tokuen HK”are to Tokuen HK Limited,a company incorporated under thelaws of HongKong and a wholly-owned subsidiary of OUI Global;“U.S.dollars,”“$,”or“USD”are to the legal currency of theUnitedStates;“Wah Mou International”are to Wah Mou Intern
119、ational Company Limited,acompany incorporated under the laws of Hong Kong,and a wholly-ownedsubsidiary of OUI Global;“we”,“us”,“our”and“Group”are to OUI Global and itssubsidiaries,unless the context otherwise indicates.“WFOE”are to wholly foreign-owned enterprise.This prospectus contains translation
120、s of certain RMB amounts into U.S.dollaramounts at specified rates solely for the convenience of the reader.All referenceto“U.S.dollars”,“USD”,“US$”or“$”are to UnitedStates dollars.Therelevant exchange rates are listed below:As ofDecember31,2022 2021Period-end RMB:US$1 exchange rate 6.8972 6.3726Per
121、iod-end HKD:US$1 exchange rate 7.8133 7.7981Period-average RMB:US$1 exchange rate 6.7290 6.4508Period-average HKD:US$1 exchange rate 7.8387 7.7729We have relied on statistics provided by a variety of publicly-available sourcesregarding Chinas expectations of growth.We did not directly or indirectly
122、sponsoror participate in the publication of such materials,and these materials are notincorporated in this prospectus other than to the extent specifically cited in thisprospectus.We have commissioned the industry report from Frost&Sullivan.We havesought to provide current information in this prospe
123、ctus and believe that thestatistics provided in this prospectus remain up-to-date and reliable,and thesematerials are not incorporated in this prospectus other than to the extentspecifically cited in this prospectus.OverviewOur mission is to become a global integrated supply chain solutions and logi
124、sticsservice provider.Through TKE Zhenbiao,our PRC Operating Subsidiary founded in 2001,we are alogistics service provider in the East China region(covering the provinces ofAnhui,Fujian,Jiangsu,Shandong and Zhejiang and the municipality of Shanghai ofthe PRC),mainly offering container trucking servi
125、ces to our customers.Truckingservices refer to the haulage,primarily containers,between seaports and/or ourcustomers designated pick up and/or delivery points.As of December31,2022,TKEZhenbiao operate a truckload fleet of 214 trucks and 239 trailers,including 5trucks and 4 trailers which are leased
126、under capital(financing)leasearrangements,all of which are owned by us.According to the Frost&SullivanReport,we ranked first in the East China region in terms of self-operated vehiclesin 2021.Since 2018,we have been a member of the Container Trucking Branch of theShanghai Transportation Trade Associ
127、ation.2Table of ContentsWe offer a broad geographic coverage to meet our customers diverse transportationneeds within the East China region.Headquartered in Shanghai,we focus on the EastChina region as our primary market and our delivery network covers majortransportation hubs in Shanghai,Jiangsu,Zh
128、ejiang and Anhui.The map below setsforth the regions where we have established a presence as of the date of thisprospectus:Our customers primarily include sizeable freight forwarders.To a lesser extent,wealso provide direct service to customers such as trading companies and constructioncompanies.Lev
129、eraging our established track record and in-depth knowledge onlogistics service,we are able to develop a diversified customer base.Duringthe years ended December 31,2022 and 2021,we had 616 and 693 customers,respectively,and sales to our top five customers accounted for 18.1%and 20.8%,respectively.W
130、e have broadened our sales channels and achieved significant growth in ourbusiness in recent years.Our revenue increased to US$63.1 million for the yearended December 31,2022 and our net income increased to US$1.1 million for the yearended December 31,2022.According to Frost&Sullivan,the market size
131、 of the container trucking serviceindustry in the East China Region increased from approximately RMB46billion in2016 to approximately RMB110billion in 2021,representing a CAGR of 18.9%.Drivenby(i)the expanding domestic demand by the government proposed“internalcirculation”in 2020;(ii)the widening of
132、 coverage of container shipping in thePRC driving greater demand for container trucking services on road;and(iii)favorable policies promulgated by the government of the PRC such as thepromotion of multimodal transport in the logistics industry,which promotes road-sea linkage,river-sea interaction an
133、d port-industry-city integration,we expectthat the demand of container trucking service industry will further increase.According to Frost&Sullivan,the market size of the container trucking serviceindustry in the East China Region is expected to continue to grow fromapproximately RMB110 billion in 20
134、21 to approximately RMB172 billion in 2026,representing a CAGR of 9.4%.3Table of ContentsCorporate StructureOUI Global is a Cayman Islands exempted company limited by shares.The followingdiagram illustrates the corporate structure of our Group as of the date of thisprospectus and upon completion of
135、this Offering,assuming that all of Niu BConvertible Note,First Mighty Stage Convertible Note and Second Mighty StageConvertible Note have been converted in full into our Class A Ordinary Shares at anassumed Conversion Price of US$2 before the Offering._(1)Assuming that all of Niu B Convertible Note,
136、First Mighty Stage Convertible Note and SecondMighty Stage Convertible Note have been converted in full into our Class A Ordinary Sharesat an assumed Conversion Price of US$2 before the Offering.OUI Global was incorporated on November 9,2022 under the laws of the CaymanIslands.As of the date of this
137、 prospectus,the authorized share capital of theCompany is US$50,000 divided into 450,000,000 Class A Ordinary Shares and50,000,000 ClassB Ordinary Shares,of which 9,000,000 ClassA Ordinary Shares and2,000,000 Class B Ordinary Shares are issued and outstanding.OUI Global is aholding company and is cu
138、rrently not actively engaging in any business.OUIGlobals registered office provider in the Cayman Islands is Harneys Fiduciary(Cayman)Limited,4th Floor,Harbour Place,103 South Church Street,P.O.Box10240,Grand Cayman KY1-1002,Cayman Islands.Tokuen HK Limited(“Tokuen HK”)was incorporated on June30,202
139、2,under the lawsof HongKong.Tokuen HK International is a wholly-owned subsidiary of OUI Global.It is a holding company and is not actively engaging in any business.Wah Mou International Company Limited(“Wah Mou International”)was incorporatedon July 7,2017 under the laws of Hong Kong,formerly known
140、as Wah MouInternational Technology Company Limited.On January 20,2023,OUI Global completeda share swap transaction with TOP HARVEST VENTURES LIMITED,pursuant to which OUIGlobal acquired from TOP HARVEST VENTURES LIMITED the entire equity of Wah MouInternational.Wah Mou International then have became
141、 a wholly-owned subsidiary ofOUI Global.Wah Mou International is a holding company and is not actively engagingin any business.4Table of ContentsShanghai TKE Zhenbiao Container Freight Transport Limited(“TKE Zhenbiao”or“TKEZhenbiao WFOE”or“PRC Operating Subsidary”)was incorporated on December21,2001
142、,under the laws of the PRC.TKE Zhenbiao is a wholly-owned subsidiary of OUIGlobal,indirectly through Tokuen HK Limited and Wah Mou International,and is ouroperating entity.Shanghai TKE Supply Chain Limited(“TKE Supply Chain”or“TKE Supply ChainWFOE”)was incorporated on December 1,2022,under the laws
143、of the PRC.TKESupply Chain is a wholly-owned subsidiary of OUI Global,indirectly through TokuenHK Limited.TKE Supply Chain does not have any operation and currently dormant.Competitive StrengthsWe believe that the following competitive strengths contribute to our success anddifferentiate us from our
144、 competitors:We are a well-established industry leader with a long operatinghistory and substantial experience.Founded in 2001,we haveover 20years of operating experience in the logistics industry in thePRC,because of which we have accumulated a strong reputation and highrecognition in the industry.
145、We have a wide geographical service coverage in the PRC serving adiverse customer base.Headquartered in Shanghai,we focus onthe East China region as our primary market and our delivery networkcovers major transportation hubs in Shanghai,Jiangsu,Zhejiang and Anhui.As of the date of this prospectus,we
146、 maintain stable relationships withmore than 200 freight forwarders.During theyears ended December31,2022 and 2021,we had 616 and 693 customers,respectively,and sales toour top five customers accounted for 18.1%and 20.8%.We have a sizeable fleet capability.As of 31 December2022,we operate a truckloa
147、d fleet of 214 trucks and 239 trailers,including 5trucks and 4 trailers which are leased under capital(financing)leasearrangements,all of which are owned by us.According to the Frost&Sullivan Report,we ranked first in the East China region in terms ofself-operated vehicles in 2021.We have an experie
148、nced and dedicated management team.Ourmanagement team has extensive knowledge of and experience in the logisticsindustry in the PRC.For example,Mr.Xin Hu,our Chief ExecutiveOfficer and Chairman,has approximately 25 years of experience in thelogistics industry;Mr.Peng Long,our fleet operation manager
149、,has over20years of experience in the logistics industry and over tenyears ofexperience with our company.Growth StrategiesOur business model and competitive strengths provide us with multiple avenues forgrowth.We intend to execute the following key strategies:To Expand our service offerings to cover
150、 all aspects of theglobal supply chain logistics services.We plan to expand ourservice offerings to cover all aspects of the global supply chainlogistics services and to provide one-stop logistics services to meet thediversified and in-depth needs of our customers.We will invest inlogistics faciliti
151、es and infrastructures such as fleet,warehouses,andequipment to improve our one-stop logistics service capabilities.We willgradually expand the scope of our logistics services to providing freight-forwarding cargo space booking services and import/export customsdeclaration services.To Establish our
152、service presence in the U.S.market.TheU.S.has long been one of the worlds largest trade importers andexporters.We plan to expand our presence in the U.S.market by settingup regional offices at major port cities in the U.S.We plan to acquirequality local warehouses and storage spaces in major cities
153、in theU.S.We plan to selectively pursue mergers and acquisitions,investmentsand partnerships with freight service providers in the U.S.to developour capacity in serving U.S.customers.To Expand and optimize our fleet in a flexible and orderlymanner.We believe that a sizeable fleet is required formain
154、taining competitiveness in the logistics industry as we expect thecustomer demand will remain strong during and after the COVID-19 pandemic.For such reason,we plan to expand our fleet size by purchasing moretrucks,trailers,and other vehicles and equipment.In the future,we mayalso attempt to operate
155、new energy trucks,subject to the latesttechnology development,regulatory requirements,and market conditions.5Table of ContentsTo Improve our operational efficiency through strengthening ourtechnologies.We plan to develop our technological platform,in-house integrated cloud-based supply chain and fre
156、ight management systemsin order to sustain our competitive edge in technology innovation.We planto improve our capabilities in smart systems and infrastructure,includingestablishing VR/AR-empowered logistics centers,fully automated warehousesand distribution centers,and unmanned delivery vehicles.To
157、 Maintain stable relationships with our major customers andexpand our customer base.Maintaining good relationships withour existing customers and suppliers has always been important to us as itensures a platform for cross-selling our services and improves our networkand reputation within the logisti
158、cs industry.We are constantly expandingour portfolio of services to ensure their needs are catered.Such effortsinclude upgrading our vehicle fleet and technology and improving ouroperational flow to minimize downtime and increase efficiency.Impact of COVID-19The outbreak of respiratory illness cause
159、d by a novel coronavirus(COVID-19)wasfirst emerged in China in late 2019 and continues to expand within the PRC andglobally.The container trucking services and logistic industry in the PRC havebeen and may continue to be adversely impacted by the COVID-19 pandemic.Theeconomy slowdown and/or negative
160、 business sentiment have a negative impact on thelogistic industry and our business operations and financial condition have been andmay continue to be adversely affected.With an aim to containing the COVID-19pandemic,the PRC government had imposed extreme measures across the PRC,particularly during
161、the first half of 2020 and the first half of 2022,includingcomplete or partial lockdown measures across various cities in the PRC,prohibitingresidents from free travel,encouraging employees of enterprises to work remotelyfrom home and cancelling public activities,and the mandatory quarantinerequirem
162、ents on infected individuals and anyone deemed potentially infected ofCOVID-19,among others.TheCOVID-19pandemic in China and the government measuresin response have also resulted in temporary closure of many corporate offices,retail stores,manufacturing facilities and factories across China.COVID-19
163、 pandemic was an unprecedented disruption to international trade,asproduction and consumption levels in the PRC and across the world were scaled downdue to measures to reduce the spread of the disease;hence the associated needs forlogistic services have been adversely impacted.COVID-19 has also caus
164、edsignificant disturbances in the global supply chain,due to the disruptions andchallenges in managing numerous bottlenecks caused by social distancing and labordisruptions on top of lockdowns and the border closures that restricted the flow ofgoods.To prevent the import of COVID-19 cases,the PRC go
165、vernment requires theports handling international cargo to strictly implement closed-loop management aswell as the risk-graded management of inbound cargo.These measures havesignificantly increased the burden on port facilities and lead-time,resulted inport congestion,shrink in labor supply,and decr
166、ease of efficiency of logisticsupply chain.The COVID-19 pandemic has,to a limited extent,adversely affected our businessoperations and operating results for year ended December31,2020.To contain thespread of COVID-19 in January2020,the PRC government has taken several actions,which included extendin
167、g the Chinese Spring Festival in 2020,restriction ofmovement and transportation,and suspension of operations of non-essentialcompanies.We believe the COVID-19 pandemic situation in early 2020 and theaforesaid government-imposed restrictions and had a limited effect to ouroperation,since February and
168、 March2020 as our business are typically lower aroundChinese national holidays,including Chinese New Year in the first quarter of eachyear,as consumer spending levels and shipment levels tend to decline during suchtime.We have seen an increase in demand for our services since April2020 as theCOVID-1
169、9 pandemic became gradually under control starting from the 2nd quarter of2020 in China.Furthermore,we believe that even though the COVID-19 pandemic brought certainnegative impact to our financial condition and operations during the first twoquarters of year 2020,it did not materially impact our fi
170、nancial condition andoperations for the year ended December 31,2020 in general.For years endedDecember31,2022 and 2021,the negative impact of the COVID-19 pandemic to ourbusiness was significantly mitigated by:(1)the soaring of service fee caused byport congestions,increase of supply chain lead time
171、,and reduction of shippingline;(2)the scarcity of container supply caused by the disequilibrium in thedemand and supply of containers,disrupted containers normal flow,the highupsurge in Chinese export upon Chinas recovery from first wave of COVID-19,andthe demand of Chinese businesses to ship the ov
172、erstock accumulated during COVID-19lockdown;and(3)significant increase demand of our services stretching ourtransportation capacity.6Table of ContentsLeveraging our relationship and extensive network with our customer,ports,andmarket players in the logistic industry,and our in-depth knowledge on log
173、isticsservice,we were able to secure sufficient containers and sufficient freightcapacity to meet most of our customers demands.Furthermore,due to containershortage,most of our customers often pay upfront in whole or are willing to accepta shorter credit period to secure the container and our transp
174、ortation capacity,shortening our account receivable collection period.The PRC government imposed a lockdown in Shanghai Municipality,where we areheadquartered,from late March,2022 to early June,2022(the“Shanghai Lockdown”)in an effort to contain the outbreak of COVID-19 Omicron variant,and all thebu
175、sinesses in Shanghai were closed.Our business and operations were suspendedduring the Shanghai Lockdown.During the Shanghai Lockdown period,we imposed work-from-home policy and continued liaising with our customers and suppliers.TheShanghai Lockdown was over in June2022,so business in Shanghai has s
176、ince resumed.Due to suspension of business operation during the Shanghai Lockdown,we generatedminimal revenue but still must incur certain costs such as staff costs,depreciation expenses and utility costs during the Shanghai Lockdown.Sincesubstantially all our operations are conducted in Shanghai wi
177、th the geographicalfocus primarily serving the East China region,we expect the Shanghai Lockdown hasmaterial adverse impact on our financial performance for the year endedDecember31,2022.In December 2022 and until the date of the prospectus,the PRC government hasloosened the COVID-19 restriction.As
178、a result,during December 2022 to February2023,we have witnessed an exponential increase of infection rate of COVID-19 inthe PRC.Significant numbers of our employees were infected by the COVID-19.Duringthe aforementioned period,we experienced shortage of driver and labor,interruption of operation,and
179、 difficulties in meeting customers order and demand.Since March 2023,the COVID-19 pandemic has subsided and no longer has a materialadverse impact on our financial performance.The degree to which the COVID-19 outbreak ultimately impacts our business andresults of operations will depend on future dev
180、elopments beyond our control,including the severity of the pandemic in the PRC and globally,the PRCgovernments policies to contain the outbreak and the impact on the shippingindustry and the supply chain,all of which are highly uncertain and unpredictable,and are likely adversely affect our business
181、 and results of operations.It is alsouncertain whether and when the PRC government would reimpose any COVID-19 controlmeasures as it has implemented as before.If the COVID-19 pandemic is noteffectively and timely controlled,our business operations and financial conditionmay be adversely affected as
182、the result of the deteriorating market outlook,theslowdown in regional and national economic growth,weakened liquidity and financialcondition of our customers or other factors that we cannot foresee.Risk Factors SummaryInvesting in our ClassA Ordinary Shares involves a high degree of risk.You should
183、carefully read and consider all of the information contained in this prospectus(including in“Risk Factors,”“Managements Discussion and Analysis of FinancialCondition and Results of Operations”and our consolidated financial statements andthe notes thereto)before making an investment decision.These ri
184、sks couldadversely affect our business,financial condition and results of operations,andcause the trading price of our ClassA Ordinary Shares to decline.You could losepart or all of your investment.In reviewing this prospectus,you should bear inmind that past results are no guarantee of future perfo
185、rmance.See“SpecialNote Regarding Forward-Looking Statements”for a discussion of forward-lookingstatements and the significance of forward-looking statements in the context ofthis prospectus.The following is a summary of what we view as our most significant risk factors:Risks Related to Our Business
186、and IndustryNone of our service agreements with our customers are on an exclusivebasis.We generally do not enter into any long-term contracts with ourcustomers.Therefore,we may not be able to maintain a stable source ofrevenue.Our client demand is difficult to forecast accurately,and as a result wem
187、ay be unable to make planning and spending decisions to match suchdemand.We derive a significant portion of our revenue from few major customerswith whom we do not enter into long-term contracts,the loss of one ormore of which could have a material adverse effect on our business.7Table of ContentsWe
188、 are affected by seasonality experienced in the container truckingservices and commerce industries,and we are also dependent on ourclients business performance and their continuing demand forinternational import and export services.Portion of our service are outsourced to subcontractors and/or other
189、container trucking services providers.Our business and results ofoperations may be materially and adversely affected if we or othercontainer trucking services provider are unable to provide high-qualityservices to our clients.We historically,currently,and expect to continue to substantially relyon a
190、 limited number of drivers-outsourcing companies,for the supply ofdrivers through drivers-outsourcing arrangements to operate our fleet.Thepartial or complete loss of these drivers-outsourcing companies as thesupplier of drivers,and any shortage of,or delay in,the supply ofdrivers from these compani
191、es may adversely impact on our business andresults of operation.We face risks associated with the items handled and transported throughour container trucking network and risks associated with transportation.Our business and growth are affected by various macroeconomic factors andbusiness risks that
192、are largely beyond our control.A severe or prolongeddownturn in the PRC or global economy could materially and adverselyaffect our business and our financial condition.We are susceptible to the fluctuations infuelprice.Any significantincrease in fuel price may adversely affect our profitability andf
193、inancial condition.Competition for our employees is intense,and we may not be able toattract and retain the highly skilled employees needed to support ourbusiness.Overall tightening of the labor market,increases in labor costsor any labor unrest,including strikes,may affect our business as weoperate
194、 in a labor-intensive industry.From time to time we may evaluate and potentially consummate acquisitionsor alliances,which could require significant management attention,disrupt our business,adversely affect our financial results,beunsuccessful or fail to achieve the desired result.We,our directors,
195、senior management are subject to various claims andlawsuits in the ordinary course of business and increases in the amount orseverity of these claims and lawsuits could adversely affect us.We are subject to extensive environmental laws and regulations,and thecosts related to compliance with,or our f
196、ailure to comply with,existingor future laws and regulations,could adversely affect the business andresults of operations.Our business operations are extensively impacted by the policies andregulations of the PRC government.Failure of us to obtain,maintain orupdate necessary licenses,approvals or pe
197、rmits,and comply with variouslaws and regulations as a road freight services provider,may havematerial adverse effect on our business,financial condition and resultsof operations.The lease agreements of our facilities have not been registered with therelevant PRC government authorities as required b
198、y PRC law.Our use ofcertain leased properties could be challenged by third parties orgovernmental authorities,which may cause interruptions to our businessoperations.We are subject to a variety of laws and other obligations regarding dataprotection,any failure to comply with applicable laws and obli
199、gationscould have a material adverse effect on our business,financial conditionand results of operations.Any trademarks we may obtain may be infringed or successfully challenged,and any failure to protect our own intellectual property rights couldimpair our brand,negatively impact our business or bo
200、th.We have limited insurance coverage which could expose us to significantcosts and business disruption,and insurance and claims expenses couldsignificantly reduce our earnings.Our business operations have been and may continue to be adverselyaffected by the outbreak of the coronavirus disease(COVID
201、-19).Ouroperation may also be subject to catastrophic events and exposed todisruptions due to bad weather,possible occurrences of natural disasters,epidemics and other diseases and uncertainties,traffic congestions andpublic civil movements.8Table of ContentsFor a detailed description of the risks a
202、bove,please refer to pages 1939.Risks Related to Doing Business in ChinaChanges in Chinas economic,political or social conditions or governmentpolicies could have a material adverse effect on our business and resultsof operations.The political relationships between China and other countries or regio
203、ns,changes in international trade or investment policies and barriers totrade or investment,and the ongoing conflict and trade war between theU.S.and China may affect our business operations.The interpretation,application,and enforcement of PRC laws may changefrom time to time,including the possibil
204、ity of sudden or unforeseeablechanges to the PRC laws and regulations that may occur before we are ableto be in compliance with,which may have a significant adverse effect onus.You may experience difficulties in effecting service of legal process,enforcing foreign judgments or bringing actions in Ch
205、ina against us or ourmanagement based on foreign laws.The custodians or authorized users of our controlling non-tangible assets,including chops and seals,may fail to fulfill their responsibilities,ormisappropriate or misuse these assets.PRC regulation of loans to and direct investment in PRC entitie
206、s byoffshore holding companies and regulation of currency conversion may delayor prevent us from using the proceeds of this offering to make loans oradditional capital contributions to our PRC subsidiary,which couldmaterially and adversely affect our liquidity and our ability to fund andexpand our b
207、usiness.We face uncertainties with respect to indirect transfer of equityinterests in PRC resident enterprises by their non-PRC holding companies.The Chinese government exerts substantial influence over the manner inwhich we must conduct our business activities.The governmental andregulatory interfe
208、rence could significantly limit or completely hinder ourability to offer or continue to offer securities to investors and causethe value of such securities to significantly decline or be worthless.The approval,filing or other requirements of the CSRC or other PRCgovernment authorities may be require
209、d under PRC law in connection withour issuance of securities overseas,and,if required,we cannot predictwhether or for how long we will be able to obtain such approval orcomplete such filing or other requirement.We rely on dividends and other distributions on equity paid by our PRCSubsidiaries to fun
210、d any cash and financing requirements we may have,andany limitation on the ability of our PRC Subsidiaries to make payments tous could have a material adverse effect on our ability to conduct ourbusiness.Fluctuations in exchange rates could have a material adverse effect on ourresults of operations
211、and the price of our ClassA Ordinary Shares.Governmental supervision and regulations of currency conversion may limitour ability to utilize our net revenues effectively and affect the valueof your investment.Failure to make adequate contributions to various employee benefit plansas required by PRC r
212、egulations may subject us to penalties.Compliance with stricter labor-related laws and regulations of the PRC mayhave an adverse impact on our financial condition and results ofoperation.The M&A Rules and certain other PRC regulations establish complexprocedures for some acquisitions of Chinese comp
213、anies by foreigninvestors,which could make it more difficult for us to pursue growththrough acquisitions in China.9Table of ContentsPRC regulations relating to offshore investment activities by PRCresidents may limit our PRC Subsidiaries ability to increase theirregistered capital or distribute prof
214、its to us or otherwise expose us orour PRC resident beneficial owners to liability and penalties under PRClaw.Any failure to comply with PRC regulations regarding the registrationrequirements for employee stock incentive plans may subject the PRC planparticipants or us to fines and other legal or ad
215、ministrative sanctions.If we are classified as a PRC resident enterprise for PRC income taxpurposes,such classification could result in unfavorable tax consequencesto us and our non-PRC shareholders.We may not be able to obtain certain benefits under relevant tax treatieson dividends paid by our PRC
216、 subsidiaries to us through our Hong Kongsubsidiaries.To the extent cash or assets of our business,or of our PRC or Hong Kongsubsidiaries,is in the PRC or Hong Kong,such cash or assets may not beavailable to fund operations or for other use outside of the PRC or HongKong,due to restrictions and limi
217、tations under applicable PRC laws andregulations to the transfer of cash or assets.Our Class A Ordinary Shares may be prohibited from being traded on anational exchange under the Holding Foreign Companies Accountable Act ifthe PCAOB is unable to inspect our auditors.The delisting of our OrdinaryShar
218、es,or the threat of their being delisted,may materially andadversely affect the value of your investment.Furthermore,on June22,2021,the U.S.Senate passed the Accelerating Holding Foreign CompaniesAccountable Act,which was signed into law on December29,2022,amendingthe HFCAA to require the SEC to pro
219、hibit an issuers securities fromtrading on any U.S.stock exchanges if its auditor is not subject toPCAOB inspections for two consecutiveyears instead of three.If we become subject to additional scrutiny,criticism and negativepublicity involving U.S.-listed China-based companies,we may have toexpend
220、significant resources to investigate and resolve the matter whichcould harm our business operations,this offering and our reputation andcould result in a loss of your investment in our ordinary shares,especially if such matter cannot be addressed and resolved favorably.For a detailed description of
221、the risks above,please refer to pages 3953.Risks Relating to Our Public Offering and Ownership of Our Class AOrdinary SharesOur CEO has control over key decision making as a result of his control ofa majority of our voting shares.Furthermore,as a“controlled company”under the Nasdaq Stock Market Rule
222、s,we may choose to exempt our Companyfrom certain corporate governance requirements that could have an adverseeffect on our public shareholders.We are an“emerging growth company,”and we cannot be certain if thereduced reporting requirements applicable to emerging growth companieswill make our ClassA
223、 Ordinary Shares less attractive to investors.We are a“foreign private issuer,”and our disclosure obligations differfrom those of U.S.domestic reporting companies.As a result,we may notprovide you the same information as U.S.domestic reporting companies orwe may provide information at different time
224、s,which may make it moredifficult for you to evaluate our performance and prospects.You may face difficulties in protecting your interests,and your abilityto protect your rights through U.S.courts may be limited,because we areincorporated under Cayman Islands law.Certain judgments obtained againstus
225、 by our shareholders may also not be enforceable.Our ClassA Ordinary Shares may be thinly traded and you may be unable tosell at or near ask prices or at all if you need to sell your shares toraise money or otherwise desire to liquidate your shares.The trading of our ClassA Ordinary Shares could exp
226、erience extreme stockprice run-ups followed by rapid price declines and strong stock pricevolatility as experienced in recent initial public offerings.10Table of ContentsWe have broad discretion in the use of the net proceeds from our publicoffering and may not use them effectively.We do not intend
227、to pay dividends for the foreseeable future.Shares eligible for future sale may adversely affect the market price ofour ClassA Ordinary Shares,as the future sale of a substantial amountof issued and outstanding Class A Ordinary Shares in the publicmarketplace could reduce the price of our ClassA Ord
228、inary Shares.For a detailed description of the risks above,please refer to pages 5360.Holding Foreign Companies Accountable ActPursuant to the Holding Foreign Companies Accountable Act(the“HFCAA”),whichbecame law in December 2020,our Class A Ordinary Shares will be prohibited fromtrading on a U.S.ex
229、change if our auditor cannot be fully inspected by the PublicCompany Accounting Oversight Board(the“PCAOB”).The HFCAA,as originallyenacted,prohibited foreign companies from listing their securities on U.S.exchanges if the companys auditor has been unavailable for PCAOB inspection orinvestigation for
230、 three consecutive years beginning in 2021.In December 2022,theAccelerating Holding Foreign Companies Accountable Act(the“AHFCAA”)was signedinto law,which amended the HFCAA by requiring the SEC to prohibit an issuerssecurities from trading on any U.S.stock exchanges if its auditor is not subjectto P
231、CAOB inspections for two consecutive years instead of three.On December 29,2022,legislation titled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”),was signed into law by President Biden.TheConsolidated Appropriations Act contained,among other things,an identicalprovision
232、to AHFCAA,which reduces the number of consecutive non-inspection yearsrequired for triggering the prohibitions under the HFCAA from three years to two.On March 24,2021,the SEC adopted interim final rules relating to theimplementation of certain disclosure and documentation requirements of the HFCAA.
233、Acompany will be required to comply with these rules if the SEC identifies it ashaving a“non-inspection”year under a process to be subsequently established bythe SEC.The SEC is assessing how to implement other requirements of the HFCAA,including the listing and trading prohibition requirements descr
234、ibed above.OnSeptember22,2021,the PCAOB adopted a final rule implementing the HFCAA,whichprovides a framework for the PCAOB to use when determining,as contemplated underthe HFCAA,whether the PCAOB is unable to inspect or investigate completelyregistered public accounting firms located in a foreign j
235、urisdiction because of aposition taken by one or more authorities in that jurisdiction.On December2,2021,the SEC issued amendments to finalize rules implementing the submission anddisclosure requirements in the HFCAA.The rules apply to registrants that the SECidentifies as having filed an annual rep
236、ort with an audit report issued by aregistered public accounting firm that is located in a foreign jurisdiction andthat PCAOB is unable to inspect or investigate completely because of a positiontaken by an authority in foreign jurisdictions.On December 16,2021,the PCAOB issued a Determination Report
237、(the“DeterminationReport”),which found that the PCAOB was unable to inspect or investigatecompletely registered public accounting firms headquartered in:(1)mainland Chinaof the Peoples Republic of China because of a position taken by one or moreauthorities in mainland China;and(2)Hong Kong,a Special
238、 Administrative Regionand dependency of the PRC,because of a position taken by one or more authoritiesin Hong Kong.In addition,the Determination Report identified specific registeredpublic accounting firms subject to these determinations.On August26,2022,thePCAOB announced and signed a Statement of
239、Protocol(the“Protocol”)with the ChinaSecurities Regulatory Commission and the Ministry of Finance of the PeoplesRepublic of China.The Protocol provides the PCAOB with:(1)sole discretion toselect the firms,audit engagements and potential violations it inspects andinvestigates,without any involvement
240、of the PRC authorities;(2)procedures forPCAOB inspectors and investigators to view complete audit work papers with allinformation included and for the PCAOB to retain information as needed;(3)directaccess to interview and take testimony from all personnel associated with theaudits the PCAOB inspects
241、 or investigates.On December15,2022,the PCAOB issued anew Determination Report which:(1)vacated the December16,2021 DeterminationReport;and(2)concluded that the PCAOB has been able to conduct inspections andinvestigations completely in the PRC in 2022.The December15,2022 DeterminationReport cautions
242、,however,that authorities in the PRC might take positions at anytime that would prevent the PCAOB from continuing to inspect or investigatecompletely.As required by the HFCAA,if in the future the PCAOB determines it nolonger can inspect or investigate completely because of a position taken by anauth
243、ority in the PRC,the PCAOB will act expeditiously to consider whether itshould issue a new determination.11Table of ContentsAs of the date of the prospectus,our auditor,ZH CPA,LLC is not subject to thedeterminations as to inability to inspect or investigate completely as announced bythe PCAOB on Dec
244、ember 16,2021 as they are not on the list published by the PCAOB.As a firm registered with the PCAOB,ZH CPA,LLC is headquartered in Denver,Colorado,and is subject to laws in the United States which provide that the PCAOBshall conduct regular inspections to assess the auditors compliance with theappl
245、icable professional standards.We have no intention of dismissing ZH CPA,LLCin the future or engaging any auditor not based in the U.S.and not subject toregular inspection by the PCAOB.However,to the extent that our auditors work papers may,in the future,becomelocated in mainland China or in Hong Kon
246、g,such work papers may not be availablefor inspection by the PCAOB if authorities in the PRC or Hong Kong were to take aposition at that time that would prevent the PCAOB from continuing to inspect orinvestigate completely registered public accounting firms headquartered in mainlandChina or Hong Kon
247、g.If such lack of inspection were to extend for the requisiteperiod of time under the HFCAA,and if the PCAOB were then to issue newdeterminations based on its inability to inspect or investigate completelyregistered public accounting firms headquartered in mainland China or Hong Kongbecause of a pos
248、ition taken by an authority in those jurisdictions,our Class AOrdinary Shares could be delisted and prohibited from trading on a U.S.exchange.In addition,inspections of certain other firms that the PCAOB has conductedoutside of the PRC have identified deficiencies in those firms audit proceduresand
249、quality control procedures,which may be addressed as part of the inspectionprocess to improve future audit quality.Therefore,in addition to subjecting oursecurities to the possibility of being prohibited from trading or delisted from aU.S.exchange,the inability of the PCAOB to conduct inspections of
250、 our auditorswork papers in the PRC or Hong Kong would make it more difficult to evaluate theeffectiveness of our auditors audit procedures or quality control procedures ascompared to auditors that are subject to PCAOB inspections.As a result,ourinvestors would be deprived of the benefits of the PCA
251、OBs oversight of our auditorthrough such inspections and they may lose confidence in our reported financialinformation and procedures and the quality of our financial statements.Also,wecannot assure you that U.S.regulatory authorities will not apply additional ormore stringent criteria to us.Such un
252、certainty could cause the market price of ourClass A Ordinary Shares to be materially and adversely affected.See“RiskFactorsRisks Related to Doing Business in ChinaOur ClassA OrdinaryShares may be prohibited from being traded on a national exchange under the HoldingForeign Companies Accountable Act
253、if the PCAOB is unable to inspect our auditors.The delisting of our Ordinary Shares,or the threat of their being delisted,maymaterially and adversely affect the value of your investment.Furthermore,onJune22,2021,the U.S.Senate passed the Accelerating Holding Foreign CompaniesAccountable Act,which wa
254、s signed into law on December29,2022,amending the HFCAAto require the SEC to prohibit an issuers securities from trading on anyU.S.stock exchanges if its auditor is not subject to PCAOB inspections for twoconsecutiveyears instead of three.”on page 51.PRC Regulatory PermissionsOn January 4,2022,the C
255、AC published the Revised Cybersecurity Review Measures,which became effective on February 15,2022 and repealed the Cybersecurity ReviewMeasures promulgated on April 13,2020.The Revised Cybersecurity Review Measuresprovide that a critical information infrastructure operator purchasing networkproducts
256、 and services,and platform operators carrying out data processingactivities,which affect or may affect national security,shall apply forcybersecurity review and that a platform operator with more than one million userspersonal information aiming to list abroad must apply for cybersecurity review.Aso
257、f the date of this prospectus,neither we nor any of our PRC Subsidiaries has beeninformed by any PRC governmental authority that we or any of our PRC Subsidiariesis a“critical information infrastructure operator.”We also do not possess over one million users personal information and do notanticipate
258、 that we will be collecting over one million users personal informationin the foreseeable future,and our business does not involve data possessing thataffects or may affect national security.As advised by our PRC legal adviser,TianYuan Law Firm,and based on the foregoing,we do not believe that we ar
259、e subject tothe cybersecurity review with the CAC.As of the date of this prospectus,we havenot been involved in any investigations or become subject to a cybersecurity reviewinitiated by the CAC based on the Cybersecurity Review Measures,and we have notreceived any inquiry,notice,warning,sanctions i
260、n such respect or any regulatoryobjections to our listing status from the CAC.On July 6,2021,certain PRC regulatory authorities issued Opinions on StrictlyCracking Down on Illegal Securities Activities.These opinions call forstrengthened regulation over illegal securities activities and supervision
261、onoverseas listings by China-based companies and propose to take effective measures,such as promoting the development of relevant regulatory systems to deal with therisks and incidents faced by China-based overseas-listed companies.12Table of ContentsOn February 17,2023,the CSRC released the Trial A
262、dministrative Measures ofOverseas Securities Offering and Listing by Domestic Companies,or the TrialMeasures,and five supporting guidelines,which came into effect on March 31,2023.Pursuant to the Trial Measures,domestic companies that seek to offer or listsecurities overseas,both directly and indire
263、ctly,should fulfill the filingprocedure and report relevant information to the CSRC.On the same day,the CSRCheld a press conference for the release of the Trial Measures and issued the Noticeon Administration for the Filing of Overseas Offering and Listing by DomesticCompanies,which,among others,cla
264、rifies that(1)asix-month transition periodwill be granted to domestic companies which,prior to the effective date of theTrial Measures,have already obtained the approval from overseas regulatoryauthorities or stock exchanges,such as completion of registration in the market ofthe United States,but ha
265、ve not completed the indirect overseas listing;and(2)domestic companies that have already submitted valid applications for overseasoffering and listing but have not obtained approval from overseas regulatoryauthorities or stock exchanges on or prior to the effective date of the TrialMeasures,may rea
266、sonably arrange the timing for submitting their filingapplications with the CSRC,and shall complete the filing before completion oftheir overseas offering and listing.On February 17,2023,the CSRC held a press conference for the release of the TrialMeasures and issued the Notice on Administration for
267、 the Filing of OverseasOffering and Listing by Domestic Companies,which,among others,clarifies that(1)a six-month transition period will be granted to domestic companies which,prior tothe effective date of the Trial Measures,have already obtained the approval fromoverseas regulatory authorities or s
268、tock exchanges,such as completion ofregistration in the market of the United States,but have not completed theindirect overseas listing;and(2)domestic companies that have already submittedvalid applications for overseas offering and listing but have not obtained approvalfrom overseas regulatory auth
269、orities or stock exchanges on or prior to theeffective date of the Trial Measures,may reasonably arrange the timing forsubmitting their filing applications with the CSRC,and shall complete the filingbefore completion of their overseas offering and listing.Pursuant to the TrialMeasures and the above
270、notice,we are required to complete the filing procedurewith the CSRC under the Trial Measures prior to the completion of this offering.Asof the date of this prospectus,we are preparing materials for the above filingprocedures and plan to submit the filing with CSRC under the Trial Measures as soonas
271、 practicable.In addition,since the Trial Measures was newly promulgated,itsinterpretation,application and enforcement has yet to be assessed.We cannotassure you whether we could complete the filing procedure in a timely manner,or atall,as well as whether there will be other regulatory requirements r
272、elated tooverseas securities offerings and other capital markets activities.If we and oursubsidiaries(i)do not receive or maintain such filings,permissions or approvalsrequired by the PRC government,(ii)inadvertently conclude that such filings,permissions or approvals are not required,or(iii)applica
273、ble laws,regulations,or interpretations change and we are required to obtain such filings,permissionsor approvals in the future,our operations and financial conditions could bematerially adversely affected,and our ability to offer securities to investorscould be significantly limited or completely h
274、indered and the securities currentlybeing offered may substantially decline in value and be worthless.In addition,implementation of industry-wide regulations affecting our operations could limitour ability to attract new customers and/or users and cause the value of oursecurities to significantly de
275、cline.Therefore,investors of our company and ourbusiness face potential uncertainty from actions taken by the PRC governmentaffecting our business.For more details,see“Risk Factors Risks Related toDoing Business in China”.Implications of Being an Emerging Growth CompanyWe qualify as an“emerging grow
276、th company”as defined in the Jumpstart OurBusiness Startups Actof2012,or the JOBS Act.An emerging growth company maytake advantage of specified reduced reporting and other burdens that are otherwiseapplicable generally to public companies.These provisions include,but are notlimited to:the ability to
277、 include only twoyears of audited financial statements andonly two years of related managements discussion and analysis offinancial condition and results of operations disclosure;an exemption from the auditor attestation requirement in the assessment ofour internal control over financial reporting p
278、ursuant to the Sarbanes-Oxley Actof2002.reduced disclosure obligations regarding executive compensation in ourperiodic reports,proxy statements and registration statements;anda delay in adopting new or revised accounting standards that havedifferent effective dates for public and private companies u
279、ntil thosestandards apply to private companies.13Table of ContentsWe have elected to take advantage of certain of the reduced disclosure obligationsin the registration statement of which this prospectus is a part and may elect totake advantage of other reduced reporting requirements in future filing
280、s.As aresult,the information that we provide to our stockholders may be different thanyou might receive from other public reporting companies in which you hold equityinterests.We may take advantage of these provisions for up to fiveyears or suchearlier time that we are no longer an emerging growth c
281、ompany.We would cease to bean emerging growth company if we have more than$1.235billion in annual revenue,have more than$700million in market value of our ClassA Ordinary Shares held bynon-affiliates or issue more than$1billion of non-convertible debt over a three-year period.Implication of Being a
282、Foreign Private IssuerWe are a foreign private issuer within the meaning of the rules under theSecurities ExchangeActof1934,as amended(the“ExchangeAct”).As such,weare exempt from certain provisions applicable to United States domestic publiccompanies.For example:we are not required to provide as man
283、y Exchange Act reports,or asfrequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our homecountry requirements,which are less rigorous than the rules that apply todomestic public companies;we are not required to provide the same level of disclosure on c
284、ertainissues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventingissuers from making selective disclosures of material information;we are not required to comply with the sections of the Exchange Actregulating the solicitation of proxies,consents or author
285、izations inrespect of a security registered under the ExchangeAct;andwe are not required to comply with Section 16 of the Exchange Actrequiring insiders to file public reports of their share ownership andtrading activities and establishing insider liability for profits realizedfrom any“short-swing”t
286、rading transaction.We have taken advantage of certain reduced reporting and other requirements in thisprospectus.Accordingly,the information contained herein may be different than theinformation you receive from other public companies in which you hold equitysecurities.We may take advantage of these
287、 exemptions until such time as we are nolonger a foreign private issuer.We would cease to be a foreign private issuer atsuch time as more than 50%of our outstanding voting securities are held byU.S.residents and any of the following three circumstances applies:(1)themajority of our executive officer
288、s or directors are U.S.citizens or residents,(2)more than 50%of our assets are located in the UnitedStates or(3)ourbusiness is administered principally in the UnitedStates.Implication of Being a Controlled CompanyWe are and will continue,following this offering,to be a“controlled company”within the
289、meaning of the Nasdaq Stock Market Rules and,as a result,may rely onexemptions from certain corporate governance requirements that provide protectionto shareholders of other companies.We are,and will remain,a“controlledcompany”as defined under the Nasdaq Stock Market Rules,as our Chief ExecutiveOffi
290、cer and Chairman of the Board,Mr.Xin HU,will hold 46.91%of our total issuedand outstanding Class A Ordinary Shares and 100%of our total issued andoutstanding ClassB Ordinary Shares,and therefore will be able to exercise 79.73%of the total voting power of our issued and outstanding share capital,upon
291、consummation of this offering,assuming that the underwriters do not exercise theirover-allotment option.For so long as we are a controlled company under that definition,we are permittedto elect to rely,and may rely,on certain exemptions from corporate governancerules,including:an exemption from the
292、rule that a majority of our board of directors mustbe independent directors;an exemption from the rule that the compensation of our chief executiveofficer must be determined or recommended solely by independent directors;andAn exemption from the rule that our director nominees must be selected orrec
293、ommended solely by independent directors.14Table of ContentsAs a result,you will not have the same protection afforded to shareholders ofcompanies that are subject to these corporate governance requirements.Although wedo not intend to rely on the“controlled company”exemption under the Nasdaq StockMa
294、rket Rules,we could elect to rely on this exemption after we complete thisoffering.If we elected to rely on the“controlled company”exemption,a majorityof the members of our board of directors might not be independent directors and ournominating and corporate governance and compensation committees mi
295、ght not consistentirely of independent directors after we complete this offering.See“RiskFactorsRisks Relating to Our Public Offering and Ownership of Our ClassAOrdinary SharesOur CEO has control over key decision making as a result of hiscontrol of a majority of our voting shares.”,and“Risk Factors
296、 RisksRelating to Our Public Offering and Ownership of Our ClassA Ordinary Shares“As a“controlled company”under the Nasdaq Stock Market Rules,we may choose toexempt our Company from certain corporate governance requirements that could havean adverse effect on our public shareholders.”Additionally,pu
297、rsuant to Nasdaqs phase-in rules for newly listed companies,wehave one year from the date on which we are first listed on Nasdaq to comply fullywith the Nasdaq listing standards.We do not plan to rely on the phase-in rules fornewly listed companies and will comply fully with the Nasdaq listing stand
298、ards atthe time of listing.Transfers of Cash to and from Our SubsidiariesOUI Global is a holding company with no operations of its own.We conduct ouroperations in the PRC primarily through our PRC Operating Subsidiary,TKE Zhenbiao.We may rely on dividends to be paid by our PRC Operating Subsidiary t
299、o fund ourcash and financing requirements,including the funds necessary to pay dividends andother cash distributions to our shareholders,to service any debt we may incur andto pay our operating expenses.If our PRC Operating Subsidiary incur debt on theirown behalf in the future,the instruments gover
300、ning the debt may restrict itsability to pay dividends or make other distributions to us.OUI Global is permitted under the Cayman Islands laws to provide funding to oursubsidiaries in Hong Kong,Tokuen HK Limited(“Tokuen HK”)and Wah MouInternational Company Limited(“Wah Mou International”),through lo
301、ans or capitalcontributions without restrictions on the amount of the funds,subject tosatisfaction of applicable government registration,approval and filingrequirements.Tokuen HK and Wah Mou International are also permitted under the lawsof HongKong to provide funding to OUI Global through dividend
302、distribution withoutrestrictions on the amount of the funds.There are no restrictions on dividendstransfers from HK to Cayman Islands.Under the current practice of the InlandRevenue Department of HongKong,no tax is payable in HongKong in respect ofdividends paid by us.The laws and regulations of the
303、 PRC do not currently have anymaterial impact on transfer of cash from OUI Global to Tokuen HK and Wah MouInternational or from Tokuen HK and Wah Mou International to OUI Global.There areno restrictions or limitation under the laws of HongKong imposed on the conversionof HK dollar into foreign curre
304、ncies and the remittance of currencies out ofHongKong or across borders and to U.S investors.Current PRC regulations permit our subsidiaries in the PRC to pay dividends totheir shareholders,and ultimately to OUI Global only out of their accumulatedprofits,if any,determined in accordance with PRC acc
305、ounting standards andregulations.In addition,our subsidiaries in the PRC are required to set aside atleast 10%of its after-tax profits each year,if any,to fund a statutory reserveuntil such reserve reaches 50%of its registered capital.These reserves are notdistributable as cash dividends except in t
306、he event of liquidation.Under existing PRC foreign exchange regulations,payment of current account items,such as profit distributions and trade and service-related foreign exchangetransactions,can be made in foreign currencies without prior approval from theSAFE,by complying with certain procedural
307、requirements.Therefore,our PRCSubsidiaries are able to pay dividends in foreign currencies to us without priorapproval from SAFE,subject to the condition that the remittance of such dividendsoutside of the PRC complies with certain procedures under PRC foreign exchangeregulations.Approval from,or re
308、gistration with,appropriate governmentauthorities is,however,required where the RMB is to be converted into foreigncurrency and remitted out of China to pay capital expenses such as the repayment ofloans denominated in foreign currencies.We also cannot assure you whether therewill be restrictions in
309、 the future regarding access to foreign currencies forcurrent account transactions.Current PRC regulations permit our PRC Subsidiariesto pay dividends to their shareholders and ultimately the OUI Global,only out ofits accumulated profits,if any,determined in accordance with PRC accountingstandards a
310、nd regulations.As of the date of this prospectus,there are norestrictions or limitations imposed by the HongKong government on the transfer ofcapital within,into and out of HongKong(including funds from HongKong to thePRC),except for transfer of funds involving money laundering and criminalactivitie
311、s.Cayman Islands law prescribes that a company may only pay dividends outof its profits.Other than that,there is no restrictions on15Table of ContentsOUI Globals ability to transfer cash to investors.See“Risk FactorsRisksRelated to Doing Business in China To the extent cash or assets of ourbusiness,
312、or of our PRC or HongKong subsidiaries,is in the PRC or HongKong,such cash or assets may not be available to fund operations or for other useoutside of the PRC or Hong Kong,due to restrictions and limitations underapplicable PRC laws and regulations to the transfer of cash or assets.”and“Risk Factor
313、s Risks Related to Doing Business in China We rely ondividends and other distributions on equity paid by our PRC Subsidiaries to fundany cash and financing requirements we may have,and any limitation on the abilityof our PRC Subsidiaries to make payments to us could have a material adverse effecton
314、our ability to conduct our business.”More restrictions and substantial vetting processes may be put forward by the StateAdministration of Foreign Exchange,or SAFE,for cross-border transactions fallingunder both the current account and the capital account.Any limitation on theability of our PRC Subsi
315、diaries to pay dividends or make other kinds of payments tous could materially and adversely limit our ability to grow,make investments oracquisitions that could be beneficial to our business,pay dividends,or otherwisefund and conduct our business.Furthermore,if our PRC Subsidiaries incur debt onthe
316、ir own in the future,the instruments governing the debt may restrict theirability to pay dividends or make other payments.If we or our subsidiaries areunable to receive all of the revenues from our operations,we may be unable to paydividends on our ClassA Ordinary Shares.The Companys business is pri
317、marily conducted through its PRC Subsidiaries.TheCompany is a holding company and its material assets consist solely of theownership interests held in its PRC subsidiary.The Company may rely on dividendspaid by its subsidiaries for its working capital and cash needs,including thefunds necessary:(i)t
318、o pay dividends or cash distributions to its shareholders,(ii)to service any debt obligations and(iii)to pay operating expenses.Cashdividends,if any,on our ClassA Ordinary Shares will be paid in U.S.dollars.Ifthe PRC tax authorities determine that we are a PRC resident enterprise forenterprise incom
319、e tax purposes,we may be required to withhold a 10%withholdingtax from dividends we pay to our shareholders that are non-PRC-residententerprises,unless reduced under treaties or arrangements between the PRC centralgovernment and the governments of other countries or regions where the non-PRC-residen
320、t enterprises are tax resident.In order for us to pay dividends to ourshareholders,we may rely on payments made from our PRC Operating Subsidiary,i.e.,TKE Zhenbiao,to Tokuen HK and/or Wah Mou International,from Tokuen HK and/or WahMou International to OUI Global.Certain payments from our PRC Operati
321、ng Subsidiaryto Tokuen HK and/or Wah Mou International are subject to PRC taxes.The Companyssubsidiaries have not transferred any earnings or cash to the Company to date.Asof the date of this prospectus,there has not been any assets or cash transferbetween the holding company and its subsidiaries.As
322、 of the date of this prospectus,there has been no distribution of dividends orassets among OUI Global or its subsidiaries.We currently intend to retain allavailable funds and future earnings,if any,for the operation and expansion of ourbusiness and do not anticipate declaring or paying any dividends
323、 in the foreseeablefuture.Any future determination related to our dividend policy will be made at thediscretion of our board of directors after considering our financial condition,results of operations,capital requirements,contractual requirements,businessprospects and other factors the board of dir
324、ectors deems relevant,and subject tothe restrictions contained in any future financing instruments.Subject to theCompanies Act(As Revised)of the Cayman Islands and our amended and restatedmemorandum and articles of association,our board of directors may declaredividends(including interim dividends)a
325、nd other distributions on shares in issueand authorize payment of the same out of the funds of the Company lawfullyavailable therefor.Corporate InformationOur principal executive office is Room 1801,No.6,Line 3508,YiXian Road,BaoshanDistrict,Shanghai,Peoples Republic of China 200441.The telephone nu
326、mber of ourprincipal executive offices is+86 66130875.Our registered office provider in theCayman Islands is Harneys Fiduciary(Cayman)Limited.Our registered office in theCayman Islands is located at 4th Floor,Harbour Place,103 South Church Street,POBox 10240,Grand Cayman,KY1-1002,Cayman Islands.Our
327、registered agent in theUnitedStates is Cogency Global Inc.,122 E 42nd St 18th Fl,NewYork,NY10168.16Table of ContentsThe OfferingShares Offered by us:2,500,000 ClassA Ordinary Shares,excluding theover-allotment discussed belowShares Issued and Outstandingimmediately prior to theOffering:9,850,000 Cla
328、ssA Ordinary Shares,including850,000 Class A Ordinary Shares that we willissue to the holders of the Niu B ConvertibleNote,First Mighty Stage Convertible Note andSecond Mighty Stage Convertible Note beforethis Offering,assuming that all of Niu BConvertible Note,First Mighty StageConvertible Note and
329、 Second Mighty StageConvertible Note have been converted in fullinto our Class A Ordinary Shares at anassumed Conversion Price(1)of US$2 beforethe Offering;and2,000,000 ClassB Ordinary SharesShares Issued and Outstandingimmediately after the Offering:12,350,000 ClassA Ordinary Shares and 2,000,000Cl
330、assB Ordinary Shares.Voting Rights:Each Class A Ordinary Shares entitle theholder thereof to one(1)vote on allmatters subject to vote at general meetingsof the Company.Each Class B Ordinary Shares entitle theholder thereof to ten(10)votes on allmatters subject to vote at general meetingsof the Compa
331、ny.Holders of Class A Ordinary Shares andClassB Ordinary Shares shall at all timesvote together as one class on all resolutionssubmitted to a vote by the shareholders.Mr.Xin HU,the chairman of our board ofdirectors and Chief Executive Officer,willbeneficially own approximately 79.73%of theaggregate
332、voting power,assuming that theunderwriters do not exercise their over-allotment option,of our issued andoutstanding share capital immediatelyfollowing the completion of this offering andwill have the ability to control the outcomeof matters submitted to our shareholders forapproval,including the ele
333、ction of ourdirectors and the approval of any change incontrol transaction.See the sections titled“Principal Shareholders”and“Descriptionof Share Capital”for additional informationOver-Allotment:OUI Global has granted to the underwriters theoption,exercisable for 45days from the date ofthis prospectus,to purchase up to 375,000additional ClassA Ordinary Shares._(1)As of the date of the prospectus,t