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1、F-1 1 ff12023_orientalrise.htm REGISTRATION STATEMENTAs filed with the Securities and Exchange Commission on October 13,2023.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549_FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF1933_ORIENTAL RISE HOLDINGS LIM
2、ITED(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)_Cayman Islands 100 Not Applicable(Stateorotherjurisdictionofincorporationororganization)(Primary StandardIndustrialClassification CodeNumber)(I.R.S.EmployerIdentification Number)No.
3、48 Xianyu RoadShuangcheng Town,Zherong CountyNingde City,Fujian ProvincePeoples Republic of China+86(0)593 8386777(Address,including zip code,and telephone number,including area code,ofRegistrants principal executive offices)_The Crone Law Group P.C.One East LibertySuite 600Reno,Nevada 89501Telephon
4、e:646-861-7891(Name,address,including zip code,and telephone number,including area code,ofagent for service)_Copies to:Mark E.Crone,Esq.Joe Laxague,Esq.Mason L.Allen,Esq.The Crone Law Group,P.C.420 Lexington AvenueSuite 2446NewYork,NY10170(646)861-7891 Fang Liu,Esq.VCL Law LLP1945 Old Gallows RoadSu
5、ite 630Vienna,VA 22182(703)919-7285_Approximate date of commencement of proposed sale to the public:as soon aspracticable after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed orcontinuous basis pursuant to Rule
6、415 under the Securities Act of 1933,check thefollowingbox.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 sta
7、tement for thesameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under theSecurities Act,check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the sameoffering.If this Form is a post-effe
8、ctive amendment filed pursuant to Rule 462(d)under theSecurities Act,check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the sameoffering.Indicate by check mark whether the registrant is an emerging growth company as de
9、fined inRule405 of the Securities Actof1933.Emerging growth companyIf an emerging growth company that prepares its financial statements in accordance withU.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised finan
10、cial accounting standards provided pursuant toSection7(a)(2)(B)of the SecuritiesAct.The Registrant hereby amends this Registration Statement on such date or dates asmay be necessary to delay its effective date until the Registrant shall file afurther amendment which specifically states that this Reg
11、istration Statement shallthereafter become effective in accordance with Section 8(a)of the SecuritiesActof1933,as amended,or until the Registration Statement shall become effectiveon such date as the Securities and Exchange Commission,acting pursuant to suchSection8(a),maydetermine.Table of Contents
12、The information in this preliminary prospectus is not complete and may be changed.Neither we nor the Selling Shareholders may sell these securities until theregistration statement filed with the Securities and Exchange Commission iseffective.This preliminary prospectus is not an offer to sell these
13、securities andwe are not soliciting offers to buy these securities in any jurisdiction where theoffer or sale is notpermitted.SUBJECT TO COMPLETION,DATED,2023PRELIMINARY PROSPECTUSORIENTAL RISE HOLDINGS LIMITED3,000,000Ordinary Shares to be Sold by the CompanyUp to 1,000,000 Ordinary Shares to be Of
14、fered by the SellingShareholdersThis is the initial public offering,or the“offering,”of 4,000,000 ordinaryshares,par value US$0.0008 per share(each,an“Ordinary Share”,collectively,the“Ordinary Shares”)of Oriental Rise Holdings Limited,a Cayman Islands exemptedcompany with limited liability.Up to 1,0
15、00,000 Ordinary Shares may be offered forresale or otherwise or otherwise disposed of by each shareholder named in thisprospectus(the“Selling Shareholders”).In addition,3,000,000 Ordinary Shares arebeing sold by the Company on a firm commitment underwritten basis.Prior to this offering,there has bee
16、n no public market for our Ordinary Shares.We expect that the initial public offering price will be$4.00 per Ordinary Share.Weintend to list the Ordinary Shares on the Nasdaq Capital Market under thesymbol“ORIS.”However,there is no assurance that such an application will beapproved,that this offerin
17、g will be completed,and that the Ordinary Shares ofOriental Rise will be trading on the Nasdaq Capital Market.If the Nasdaq CapitalMarket does not approve our application for listing on the Nasdaq Capital Market,this offering will not be completed.The sale of the Ordinary Shares by the Selling Share
18、holders is conditioned uponthe successful completion of the sale of the Ordinary Shares by the Company in theunderwritten primary offering.The per share public offering price of the OrdinaryShares to be sold by the Selling Shareholders will be the then-prevailing marketprice.The registration of the
19、Selling Shareholders Ordinary Shares does not mean thatthe Selling Shareholders will offer or sell any Ordinary Shares.We will not receiveany proceeds from any sale or disposition of Ordinary Shares by the SellingShareholders.In addition,we will pay all fees and expenses incident to theregistration
20、of the resale of Ordinary Shares by the Selling Shareholders.TheSelling Shareholders may offer their Ordinary Shares from time to time directly orthrough one or more broker-dealers or agents at market prices prevailing at the timeof sale.However,the Selling Shareholders will not sell any Ordinary Sh
21、ares untilafter the closing of the underwritten primary offering.The offering by the SellingShareholders will remain open for 180 days following the date of this prospectus.Foradditional information on the possible methods of sale that may be used by theSelling Shareholders,refer to the section of t
22、his prospectus entitled“SellingShareholdersPlan of Distribution”.Unless otherwise stated,as used in this prospectus,references to“OrientalRise”“the Company”or“our company,”“we,”“us,”and“our”are to OrientalRise Holdings Limited,a Cayman Islands holding company.References to“PRCOperating Subsidiaries”
23、refer to Fujian Min Dong Hong Tea Technology Co.,Ltd.andFujian Qingjing Agricultural Comprehensive Development Co.,Ltd.,Oriental Risessubsidiaries established under the laws of the Peoples Republic of China.References to“our Group”and“the Group”refer to Oriental Rise together with itsconsolidated su
24、bsidiaries as a consolidated entity.We are both an“emerging growth company”and a“foreign private issuer”underapplicable U.S.federal securities laws and are eligible for reduced public companyreporting requirements.See“Prospectus Summary Implications of Being anEmerging Growth Company”and“Prospectus
25、Summary Implications of Being aForeign Private Issuer.”Upon the completion of this offering,we will have 23,000,000Ordinary Sharesissued and outstanding(assuming no underwriter exercise of the over-allotment optiondescribed below).Our founders Mr.Chun Sun Wong,Mr.Wai Kwong Fong,andDr.Deming Zhou,wil
26、l beneficially own 12,000,000 Ordinary Shares,representingapproximately 52.2%of the total voting power of our issued and outstanding sharecapital immediately following the completing of this offering.Each Ordinary Share isentitled to one vote.We expect our founders and 5%of more beneficial owners wi
27、llbeneficially own in total 19,400,000 of our Ordinary Shares representingapproximately 84.3%of the total voting power of our issued and outstanding sharecapital immediately following the completing of this offering.Table of ContentsWe effected a subdivision of each of our the then issued and unissu
28、ed ordinaryshares of a par value of US$0.001 per share of the Company into 1.25 ordinary sharesof a par value of US$0.0008 per share of the Company,effective on September 27,2023(the“Subdivision”).Unless expressly stated herein,all share and per-shareinformation contained herein has been adjusted to
29、 account for the Subdivision.INVESTING IN OUR ORDINARY SHARES INVOLVES A HIGH DEGREE OF RISK.See“RISK FACTORS”beginning on page 23 to read about factors you shouldconsider before buying our ordinary shares.Oriental Rise is not a Chinese operating company but a Cayman Islandsholding company.We conduc
30、t all of our operations through our subsidiariesestablished in mainland China.Oriental Rise indirectly holds equityinterest in Fujian Min Dong Hong Tea Technology Co.,Ltd.(the“WFOE”)and its domestic subsidiary Fujian Qingjing Agricultural ComprehensiveDevelopment Co.,Ltd(“Fujian QJ”)through our inte
31、rmediate BritishVirgin Islands subsidiary Wisdom Navigation Limited(“Wisdom Navigation”)and the Hong Kong company,East Asia Enterprise Limited(“East AsiaEnterprise”).See“Corporate History and Structure”for additionaldetails.Our organizational structure involves unique risks to investors.ThePRC regul
32、atory authorities could disallow our operating structure,whichwould likely result in a material change in our operations and/or amaterial change in the value of our Ordinary Shares and could cause thevalue of our Ordinary Shares to significantly decline or become worthless.See“Prospectus Summary Reg
33、ulation Arising from Doing Business inChina”on page2,and“RISK FACTORSRisks Related to Doing Businessin China”beginning on page42 of this prospectus.We are exposed to legal and operations risks associated with havingsubstantially all of our operations in China.The PRC government hassignificant author
34、ity to exert influence on the ability of a company withoperations in China,including us,to conduct business in accordance withapplicable laws and regulations.Changes in Chinas as well as globaleconomic,political or social conditions or government policies couldmaterially and adversely affect our bus
35、iness and results of operations.PRClaws and regulations governing our current business operations aresometimes subject to material changes,and as a result,these materialchanges may result in material changes in the operations of our Chinaoperating entities,significant depreciation or a complete loss
36、 of thevalue of our Ordinary Shares,or a complete hindrance of our ability tooffer or continue to offer,our shares to investors.Recent statements by the Chinese government have indicated an intent toexert more oversight and control over offerings that are conducted overseasand/or foreign investments
37、 in China based issuers.The PRC governmentinitiated a series of regulatory actions and made a number of publicstatements on the regulation of business operations in China,some of whichwere published with relatively little advance notice before coming intoforce,including cracking down on illegal acti
38、vities in the securitiesmarket,adopting new measures to extend the scope of cybersecurity reviews,and expanding efforts in anti-monopoly enforcement.On February 17,2023,the China Securities Regulatory Commission(the“CSRC”)released the Trial Administrative Measures of Overseas SecuritiesOffering and
39、Listing by Domestic Companies(the“Trial AdministrativeMeasures”)and relevant supporting guidelines(collectively,the“NewAdministrative Rules Regarding Overseas Listings”),which became effectiveon March 31,2023.The New Administrative Rules Regarding Overseas Listingsregulate both direct and indirect o
40、verseas offering and listing of PRCdomestic companies securities by adopting a filing-based regulatoryregime.Pursuant to the Trial Administrative Measures,where an issuersubmits an application for initial public offering to competent overseasregulators,such issuer must file with the CSRC within thre
41、e business daysafter such application is submitted.For more details regarding the TrialAdministrative Measures,see“RegulationsRegulations Relating toOverseas Listing”.The Trial Administrative Measures also requiressubsequent reports to be filed with the CSRC on material events,such aschange of contr
42、ol or voluntary or forced delisting of the issuer(s)whohave completed overseas offerings and listings.On February 17,2023,theCSRC also issued the Notice on Administration for the Filing of OverseasOffering and Listing by Domestic Companies,or the Overseas OfferingAdministration Notice,pursuant to wh
43、ich,on or prior to the effective dateof the Trial Administrative Measures,domestic companies that have alreadysubmitted valid applications for overseas securities offering and listingbut our ability to pay dividends outside of China have not obtainedapproval from overseas regulatory authorities or s
44、tock exchanges mayarrange the timing for submitting their filing applications with the CSRCin a reasonable manner,and must complete the filing before the completionof their overseas securities offering and listing.Pursuant to the TrialAdministrative Measures and the Overseas Offering Administration
45、Notice,weare required to complete the filing procedures with the CSRC beforecompletion of this offering.We submitted the required filing to the CSRCon September 6,2023.It is uncertain as to when we will,and whether wewill be able to complete the filing procedures with the CSRC.According tothe Trial
46、Administrative Measures,the CSRC will conclude the filingprocedures and publish the filing results on the CSRC website within 20workingdays after receiving the filing materials if the filing materialsare complete and comply with the stipulated requirements.However,duringthe filing process,the CSRC m
47、ay request the Company to provide additionaldocuments or may consult with competent authorities,the time for whichwill not be counted in the 20 workingdays.Since the New AdministrativeRules Regarding Overseas Listings are newly promulgated,and the relevantgovernment authorities have not yet issued d
48、etailed interpretations orguidance on all aspects of these rules,we cannot assure you that we willbe able to complete the relevant filings in a timely manner or fulfil allthe regulatory requirements thereunder.Any failure of Table of Contentsus to fully comply with new regulatory requirements may si
49、gnificantly limitor completely hinder our ability to offer or continue to offer our OrdinaryShares.In addition to the CSRC filing under the Trial AdministrativeMeasures,if it is determined that we are subject to any other CSRCapproval,filing,other governmental authorization or requirements for thisO
50、ffering,we cannot assure you that we could obtain such approval,completesuch filing or meet other requirements in a timely manner or at all.If wefail to obtain such approval,complete such filing or meet otherrequirements in a timely manner,the Chinese regulatory authorities mayimpose fines and penal
51、ties on our operations in China,limit our ability topay dividends outside of China,limit our operations in China,delay orrestrict the repatriation of the proceeds from this Offering into China,force a delisting of our Ordinary Shares even after they are listed onNasdaq,or take other actions that cou
52、ld have a material adverse effect onour business,financial condition,results of operations and prospects,aswell as the trading price of our securities.The CSRC,the CAC,or otherPRC regulatory agencies also may take actions requiring us,or making itadvisable for us,to halt this Offering before settlem
53、ent and delivery ofour Ordinary Shares.In addition,competent Chinese authorities couldchange the rules and regulations regarding foreign ownership in theindustry in which we operate,which would likely result in a materialchange in our operations and/or a material change in the value of thesecurities
54、 we are registering for sale.New regulations restricting orforbidding foreign ownership in our industry could cause the value of oursecurities to significantly decline or to become worthless.On February 24,2023,the CSRC,together with Ministry of Finance ofthe PRC,National Administration of State Sec
55、rets Protection and NationalArchives Administration of mainland China,revised the Provisions onStrengthening Confidentiality and Archives Administration for OverseasSecurities Offering and Listing which was issued by the CSRC,NationalAdministration of State Secrets Protection and National ArchivesAd
56、ministration of mainland China in 2009,or the Provisions.The revisedProvisions is issued under the title the Provisions on StrengtheningConfidentiality and Archives Administration of Overseas Securities Offeringand Listing by Domestic Companies,and came into effect on March 31,2023.One of the major
57、revisions to the revised Provisions is expanding itsapplication to cover indirect overseas offering and listing to beconsistent with the Trial Administrative Measures.The revised Provisionsprovide,among others,that(a)a domestic company that plans to,eitherdirectly or indirectly through its overseas
58、listed entity,publiclydisclose or provide to relevant individuals or entities includingsecurities companies,securities service providers and overseas regulators,any documents and materials that contain state secrets or working secretsof government agencies,shall first obtain approval from competenta
59、uthorities according to law,and file with the secrecy administrativedepartment at the same level;and(b)domestic company that plans to,either directly or indirectly through its overseas listed entity,publiclydisclose or provide to relevant individuals and entities includingsecurities companies,securi
60、ties service providers and overseas regulators,any other documents and materials that,if leaked,will be detrimental tonational security or public interest,shall strictly fulfill relevantprocedures stipulated by applicable national regulations.As of March 31,2023,any failure or perceived failure by t
61、he Companyor PRC subsidiaries to comply with the above confidentiality and archivesadministration requirements under the revised Provisions and other PRC lawsand regulations may result in that the relevant entities would be heldlegally liable by competent authorities,and referred to the judicial org
62、anto be investigated for criminal liability if suspected of committing acrime.The recently enacted Holding Foreign Companies Accountable Act(“HFCAA”),together with a recent joint statement by the United StatesSecurities and Exchange Commission(the“Commission”)and the PCAOB callfor additional stringe
63、nt criteria to be applied to emerging marketcompanies by assessing the qualification of non-U.S.auditors who are notinspected by the PCAOB.Under the HFCAA,our securities may be prohibitedfrom trading on the Nasdaq or other U.S.stock exchanges if our auditor isnot subject to inspection by the PCAOB f
64、or three consecutive years,andthis ultimately could result in our Ordinary Shares being delisted fromtrading on any U.S.stock exchange.On December 29,2022,the AcceleratingHolding Foreign Companies Accountable Act(“AHFCAA”)was enacted,as partof the omnibus spending bill which amended the HFCAA,reduci
65、ng the timeperiod under the HFCAA to two consecutive years instead of threeconsecutive years.The termination in or any restriction on the trading ofour securities will significantly limit or completely hinder our ability tooffer securities to investors or cause such securities to significantlydeclin
66、e in value or become worthless.Pursuant to the HFCAA,the PCAOB issued a Determination Report onDecember 16,2021(the“2021 Determination Report”)which found that thePCAOB is unable to inspect or investigate completely registered publicaccounting firms headquartered in China because of a position taken
67、 by oneor more authorities in China.Our registered public accounting firm,located in the United Kingdom,is not subject to the 2021 DeterminationReport.On August 26,2022,the CSRC,the Ministry of Finance of China,and the PCAOB signed a protocol governing inspections and investigations ofaudit firms ba
68、sed in mainland China and HongKong.On December15,2022,the PCAOB issued a new Determination Report(the“2022 DeterminationReport”)which:(1)vacated the 2021 Determination Report and(2)concluded that the PCAOB has been able to conduct inspections andinvestigations completely in the PRC in 2022.As requir
69、ed by the HFCAA,ifin the future the PCAOB determines it no longer can inspect or investigatecompletely because of a position taken by an authority in the PRC,thePCAOB will act expeditiously to consider whether it should issue a newdetermination.Table of ContentsOur registered public accounting firm,
70、PKF Littlejohn LLP,is not headquarteredin mainland China or Hong Kong and was not identified in the 2021 DeterminationReport as a firm that the PCAOB is unable to inspect or investigate.Notwithstandingthe foregoing,if the PCAOB is not able to fully conduct inspections of ourauditors work papers in C
71、hina,you may be deprived of the benefits of suchinspection which could result in limitation or restriction to our access to theU.S.capital markets and trading of our securities may be prohibited under theHFCAA.See Risk Factor “Although the audit report included in this prospectus wasissued by PCAOB-
72、registeredauditors who are currently inspected by the PCAOB,if itis later determined that the PCAOB is unable to inspect or investigate our auditorcompletely,investors would be deprived of the benefits of such inspection and ourOrdinary Shares may be delisted or prohibited from trading.”Under the AH
73、FCAA,oursecurities may be prohibited from trading on the Nasdaq Capital Market or otherU.S.stock exchanges if our auditor is not inspected by the PCAOB for threeconsecutive years,and this ultimately could result in our Ordinary Shares beingdelisted.The structure of cash flows within our organization
74、,and as summary ofthe applicable regulations,is as follows:1.Our equity structure is a direct holding structure,that is,theoverseas entity to be listed in the U.S.,Oriental Rise HoldingsLimited(“Oriental Rise”),directly controls Fujian Min Dong HongTea Technology Co.,Ltd.(the“WFOE”)and other domesti
75、coperating entities through our intermediate British Virgin Islandssubsidiary Wisdom Navigation Limited(“Wisdom Navigation”)andthe Hong Kong company,East Asia Enterprise Limited(“East AsiaEnterprise”).The Company has no operations,and does not intendto begin operations,in the special administrative
76、region of Macauand Hong Kong.See“Corporate History and Structure”foradditional details.2.Within our direct holding structure,the cross-border transfer offunds within our corporate group shall be in compliance with thelaws and regulations of the PRC.After foreign investors fundsenter Oriental Rise at
77、 the close of this offering,the funds willbe directly transferred to East Asia Enterprise,and thentransferred to subordinate operating entities through the WFOE.If Oriental Rise intends to distribute dividends,then OrientalRise will cause to be transferred cash in support of such dividendsfrom our P
78、RC operating subsidiaries to East Asia Enterprise inaccordance with the laws and regulations of the PRC,and thenOriental Rise will cause East Asia Enterprise to transfer thedividends to Wisdom Navigation and then to Oriental Rise and thenfrom Oriental Rise to all shareholders respectively in proport
79、ionto the shares they hold,regardless of whether the shareholders areU.S.investors or investors in other countries or regions.3.In the reporting periods presented and as of the date of thisprospectus,no cash and other asset transfers have occurred amongthe Company and its subsidiaries;and no dividen
80、ds or distributionsof a subsidiary has been made to the Company.In addition,notransfers,dividends,or distributions have been made to investorsto date.For the foreseeable future,the Company intends to use theearnings for research and development,to develop new products andto expand its production cap
81、acity.As a result,we do not expect topay any cash dividends.See our consolidated financial statementsstarting on page F-1 of this prospectus.4.Our PRC subsidiaries ability to distribute dividends is basedupon their distributable earnings.Current PRC regulations permitour PRC subsidiaries to pay divi
82、dends to their respectiveshareholders only out of their accumulated profits,if any,determined in accordance with PRC accounting standards andregulations.In addition,each of our PRC subsidiaries is requiredto set aside at least 10%of its after-tax profits each year,ifany,to fund a statutory reserve u
83、ntil such reserve reaches 50%ofeach of their registered capitals.These reserves are notdistributable as cash dividends.See“Regulations Relating toDividend Distributions”for more information.To address persistent capital outflows and the RMBs depreciationagainst the U.S.dollar in the fourth quarter o
84、f 2016,the Peoples Bankof China and the State Administration of Foreign Exchange,or SAFE,haveimplemented a series of measures in the subsequent months,includingstricter vetting procedures for China-based companies to remit foreigncurrency for overseas acquisitions,dividend payments and shareholder l
85、oanrepayments.The PRC government may continue to strengthen its capitalmanagement,and our PRC subsidiaries dividends and other distributionsmay be subject to tightened scrutiny in the future.The conversion of RMBinto foreign currencies and the remittance of currencies out of the PRC aresubject to PR
86、C laws and regulations.Therefore,we may experiencedifficulties in completing the administrative procedures necessary toobtain and remit foreign currency for the payment of dividends from ourprofits,if any.Furthermore,if our subsidiaries in the PRC incur debt ontheir own in the future,the instruments
87、 governing the debt may restricttheir ability to pay dividends or make other payments.Table of ContentsIn addition,the Enterprise Income Tax Law and its implementation rulesprovide that a withholding tax at a rate of 10%will be applicable todividends payable by Chinese companies to non-PRC-resident
88、enterprisesunless reduced under treaties or arrangements between the PRC centralgovernment and the governments of other countries or regions where the non-PRC resident enterprises are tax resident.Pursuant to the tax agreementbetween mainland China and the Hong Kong Special Administrative Region,the
89、 withholding tax rate in respect to the payment of dividends by a PRCenterprise to a HongKong enterprise may be reduced to 5%from a standardrate of 10%.However,if the relevant tax authorities determine that ourtransactions or arrangements are for the primary purpose of enjoying afavorable tax treatm
90、ent,the relevant tax authorities may adjust thefavorable withholding tax in the future.Accordingly,there is no assurancethat the reduced 5%withholding rate will apply to dividends received byour HongKong subsidiary from our PRC subsidiaries.This withholding taxwill reduce the amount of dividends we
91、may receive from our PRCsubsidiaries.Please see“Risk Factors”beginning on page 23 of this prospectusfor additional information.This prospectus does not constitute,and there will not be,an offering ofsecurities to the public in the Cayman Islands.The underwriters are selling 3,000,000Ordinary Shares(
92、or 3,450,000OrdinaryShares if the underwriters exercise their over-allotment option in full)in thisOffering on a firm commitment basis.We have granted the underwriters an option,exercisable for 45days followingthe effective date of this prospectus,to purchase up to an additional 450,000 of theOrdina
93、ry Shares representing 15%of the Ordinary Shares offered in this offering onthe same terms to cover over-allotments.Per Share Total(3)Initial Public offering price$Underwriting discounts and commissions(1)(2)$Proceeds to us,before expenses$_(1)An underwriting discount or spread equal to six percent(
94、6.0%)of the offering price will alsobe provided to underwriters.(2)Does not include a non-accountable expense allowance equal to one percent(1%)of the grossproceeds of this offering,payable to the underwriter(s),or the reimbursement of certainaccountable expenses of the underwriter(s).We have also a
95、greed to issue to US TigerSecurities,Inc.warrants to purchase up to an aggregate of 150,000 shares of our OrdinaryShares at an exercise price equal to one hundred and twenty percent(120%)of the publicoffering price of the shares sold in this offering for nominal consideration.The RegistrationStateme
96、nt of which this prospectus is a part also covers the Ordinary Shares issuable upon theexercise thereof.See“Underwriting”beginning on page 163 for additional informationregarding these warrants and underwriting compensation generally.(3)Assumes that the underwriters do not exercise any portion of th
97、eir over-allotment option.The underwriters expect to deliver the Ordinary Shares against payment inU.S.dollars to purchasers on or about,2023.Neither the United States Securities and Exchange Commission nor anyother regulatory body has approved or disapproved of these securities orpassed upon the ac
98、curacy or adequacy of this prospectus.Any representationto the contrary is a criminal offense.US TIGER SECURITIES,INC.Prospectus dated,2023 Table of ContentsTABLE OF CONTENTS PagePROSPECTUS SUMMARY 1THE OFFERING 18RISK FACTORS 23CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 63SELLING SHAREHOL
99、DERS 64USE OF PROCEEDS 67DIVIDEND POLICY 68CAPITALIZATION 69EXCHANGE RATE INFORMATION 70DILUTION 71MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 73INDUSTRY 96BUSINESS 105PRC REGULATION 126MANAGEMENT 137BOARD OF DIRECTORS 139EXECUTIVE COMPENSATION 143PRINCIPAL SH
100、AREHOLDERS 145RELATED PARTY TRANSACTIONS 146DESCRIPTION OF SHARE CAPITAL 147SHARES ELIGIBLE FOR FUTURE SALE 155TAXATION 157ENFORCEABILITY OF CIVIL LIABILITIES 161UNDERWRITING 163EXPENSES RELATING TO THIS OFFERING 168LEGAL MATTERS 169EXPERTS 169WHERE YOU CAN FIND ADDITIONAL INFORMATION 169INDEX TO CO
101、NSOLIDATED FINANCIAL STATEMENTS F-1You should rely only on the information contained in this prospectus or in anyrelated free-writing prospectus.We have not authorized anyone to provide you withinformation different from that contained in this prospectus or in any related free-writing prospectus.We
102、are offering to sell,and seeking offers to buy,the OrdinaryShares only in jurisdictions where offers and sales are permitted.The informationcontained in this prospectus is current only as of the date of this prospectus,regardless of the time of delivery of this prospectus or of any sale of the Ordin
103、aryShares.We have not taken any action to permit a public offering of the Ordinary Sharesoutside the United States or to permit the possession or distribution of thisprospectus or any filed free writing prospectus outside the UnitedStates.Personsoutside the UnitedStates who come into possession of t
104、his prospectus or any filedfree writing prospectus must inform themselves about and observe any restrictionsrelating to the offering of the Ordinary Shares and the distribution of thisprospectus or any filed free writing prospectus outside the UnitedStates.Until,2023(the25thday after the date of thi
105、s prospectus),all dealersthat buy,sell or trade Ordinary Shares,whether or not participating in thisoffering,may be required to deliver a prospectus.This is in addition to theobligation of dealers to deliver a prospectus when acting as underwriters and withrespect to their unsold allotments or subsc
106、riptions.iTable of ContentsCOMMONLY USED DEFINED TERMS“China”or the“PRC”refers to the Peoples Republic of China,in whichthe Hong Kong Special Administrative Region of the PRC and the Macau SpecialAdministrative Region of the PRC are included.“CIC Report”refers to the analysis and report on the mainl
107、and Chinastea market commissioned by us from China Insights Consultancy(“CIC”),amarket research and consulting company and independent third party;“Dr.Zhou”refers to Dr.Deming Zhou,one of the founders of OrientalRise;“East Asia Enterprise”refers to East Asia Enterprise Limited,aHongKong company and
108、wholly owned subsidiary of Wisdom Navigation;“Fujian QJ”refers to Fujian Qingjing Agricultural ComprehensiveDevelopment Co.,Ltd.,a mainland China limited company and wholly ownedsubsidiary of the WFOE;“HKD”or“HK$”refers to HongKong dollars,the official currency ofHongKong;“Hong Kong”refers to Hong K
109、ong Special Administrative Region of PRC;“Macau”refers to Macau Special Administrative Region of PRC;“mainland China”is to the mainland of the Peoples Republic of China;“PRC laws and regulations”refers to the laws and regulations of the PRC,without reference to the laws and regulations of Hong Kong
110、and Macao SpecialAdministrative Regions of the Peoples Republic of China,and the relevantregulations of Taiwan region;“Mr.Wong”refers to Mr.Chun Sun Wong,one of the founders of OrientalRise;“Mr.Fong”refers to Mr.Wai Kwong Fong,one of the founders of OrientalRise;“RMB”or“Chinese Yuan”refers to the le
111、gal currency of mainland China;“shares”,“Shares”or“Ordinary Shares”refer to the Ordinary Shares ofOriental Rise,par value US$0.0008 per share;“U.S.dollars,”“dollars,”“USD”or“$”refers to the legal currencyof the UnitedStates;“We,”“us,”“our company,”“our,”“the Company”and“OrientalRise”refer to Orienta
112、l Rise Holdings Limited,a Cayman Islands holdingcompany;“WFOE”or“Fujian MDH”refers to Fujian Min Dong Hong Tea TechnologyCo.,Ltd.,a mainland China limited company and wholly owned subsidiary ofEast Asia Enterprise;“Wisdom Navigation”refers to Wisdom Navigation Limited,a British VirginIslands company
113、 and wholly owned subsidiary of Oriental Rise;We have made statements in this prospectus,including under“ProspectusSummary,”“Risk Factors,”“Managements Discussion and Analysis of FinancialCondition and Results of Operations,”“Business”and elsewhere that constituteforward-looking statements.Forward-l
114、ooking statements involve risks anduncertainties,such as statements about our plans,objectives,expectations,assumptions or future events.In some cases,you can identify forward-lookingstatements by terminology such as“anticipate,”“estimate,”“plan,”“project,”“continuing,”“ongoing,”“expect,”“we believe
115、,”“we intend,”“may,”“should,”“will,”“could”and similar expressions denoting uncertainty or anaction that may,will or is expected to occur in the future.These statements involveestimates,assumptions,known and unknown risks,uncertainties and other factors thatcould cause actual results to differ mater
116、ially from any future results,performancesor achievements expressed or implied by the forward-looking statements.Examples of forward-looking statements include:the timing of the development of future products;projections of revenue,earnings,capital structure and other financialitems;iiTable of Conte
117、ntsthe development of future company-owned branches;statements regarding the capabilities of our business operations;statements of expected future economic performance;statements regarding competition in our market;andassumptions underlying statements regarding us or our business.The ultimate correc
118、tness of these forward-looking statements depends upon anumber of known and unknown risks and events.We discuss our known material risksunder the heading“Risk Factors”below.Many factors could cause our actual resultsto differ materially from those expressed or implied in our forward-lookingstatement
119、s.Consequently,you should not place undue reliance on these forward-looking statements.The forward-looking statements speak only as of the date on whichthey are made,and,except as required by law,we undertake no obligation to updateany forward-looking statement to reflect events or circumstances aft
120、er the date onwhich the statement is made or to reflect the occurrence of unanticipated events.Inaddition,we cannot assess the impact of each factor on our business or the extent towhich any factor,or combination of factors,may cause actual results to differmaterially from those contained in any for
121、ward-looking statements.CURRENCY CONVERSIONThis disclosure contains translations of certain HK$amounts into US$amounts atspecified rates solely for the convenience of the reader.The relevant exchange ratesare listed below:For theYear EndedDecember31,2021 For theYear EndedDecember 31,2022Period Ended
122、 RMB:USD exchange rate 0.157 0.144Period Average RMB:USD exchange rate 0.155 0.149CAUTIONARY NOTE REGARDING INDUSTRY DATAThis prospectus includes statistical and other industry and market data that weobtained from industry publications and research,surveys and studies conducted bythird parties.Indus
123、try publications and third-party research,surveys and studiesgenerally indicate that their information has been obtained from sources believed tobe reliable,although they do not guarantee the accuracy or completeness of suchinformation.While we believe these industry publications and third-party res
124、earch,surveys and studies are reliable,you are cautioned not to give undue weight to thisinformation.We commissioned China Insights Consultancy(“CIC”),a market research andconsulting company and an independent third party,to conduct an analysis of,and toreport on the mainland Chinas tea market.The C
125、IC Report has been prepared by CICindependent of our influence.The fee payable to CIC for preparing the CIC Report wasHK$162,082(or approximately US$20,650),which we consider reflects market rates forsimilar services.CIC is a consulting firm founded in Hong Kong.It providesprofessional industry cons
126、ulting across multiple industries.CICs services includeindustry consulting service,commercial due diligence,and strategic consulting.The information and data collected by CIC have been analyzed,assessed,andvalidated using CICs in-house analysis models and techniques.The primary researchwas conducted
127、 via interviews with key industry experts and leading industryparticipants.The secondary research involved analysis of market data obtained fromseveral publicly available data sources,such as the National Bureau of Statistics ofChina and industry associations.The methodology used by CIC is based on
128、informationgathered from multiple levels and allows such information to be cross-referenced forreliability and accuracy.On such basis we consider the data and statistics extractedfrom the CIC Report to be reliable.The CIC Report contains a variety of market projections which were produced withthe fo
129、llowing key assumptions:(i)mainland Chinas economic and industrialdevelopment is likely to continue to maintain a steady growth trend during the nextdecade;(ii)mainland Chinas economy is also likely continue to grow steadilyduring the forecast period;(iii)related industry key drivers are likely to d
130、rivemainland Chinas tea market in the forecast period,including strong governmentalsupport,enhancement of consumers health awareness,increase in middle-class urbanhouseholds,iiiTable of Contentsconsumption upgrade,increasing market size of the fresh-made tea beverage industry,and growing varieties o
131、f tea products;(iv)there is no extreme force majeure orindustry regulations in which the markets may be affected either dramatically orfundamentally.The reliability of the CIC Report may be affected by the accuracy of theforegoing assumption and factors.The CIC Report mainly focuses on the mainland
132、Chinamarket,being the main jurisdiction in which our business is located.We believe thatthere is no material adverse change in the market information since the date of therelevant data contained in the CIC Report which may qualify,contradict,or have animpact on the information in this section.Except
133、 as otherwise noted,all the data and forecasts contained in this sectionare derived from the CIC Report.ivTable of ContentsPROSPECTUS SUMMARYThe following summary is qualified in its entirety by,and should be read inconjunction with,the more detailed information and financial statements appearingels
134、ewhere in this prospectus.In addition to this summary,we urge you to read theentire prospectus carefully,especially the risks of investing in our OrdinaryShares discussed under“Risk Factors,”before deciding whether to buyourOrdinary Shares.Our BusinessWe are an integrated supplier of tea products in
135、 mainland China.Our major teaproducts include(i)primarily-processed tea consisting of white tea and black tea,and(ii)refined white tea and black tea.“Primarily-processed tea”refers tofresh tea leaves that have been roughly processed by initial steps includingpicking,wilting,drying,and grading.“Refin
136、ed tea”refers to primarily-processedtea that is subjected to additional processing including sifting,removal ofbranches and stalks,compressing,drying,and packaging.Our business operations are vertically integrated,covering cultivation,processing of tea leaves and the sale of tea products to tea busi
137、ness operators(such as wholesale distributors)and end-user retail customers in mainlandChina.We believe our vertically integrated business model distinguishes us fromother primarily-processed tea and refined tea suppliers in mainland China,most ofwhich are mainly engaged in only distinct parts of th
138、e value chain of cultivation,processing and sales of primarily-processed tea and refined tea.We operate tea gardens located in Zherong County,Ningde City in FujianProvince of mainland China.As of the date of this prospectus,we have entered intocontractual management agreements with relevant villages
139、 with respect toapproximately 7,212,000 square meters of tea gardens in Fujian Province.Accordingto the CIC Report,Fujian accounts for approximately 67.2%of the total productionvolume of white tea in mainland China in 2021.In 2021,the white tea productionvolume of the Company is 424.8 tons,accountin
140、g for 0.8%and 0.5%of the totalwhite tea production volume in Fujian Province and mainland China,respectively.We commenced production and sales of tea in March2014.Primarily-processedwhite tea is our leading product,accounting for approximately 81.3%,83.2%and83.7%of our total revenue for the years en
141、ded December31,2021 and 2022 and forthe six-month period ended June 30,2023,respectively.Our internal observationsindicate increasing consumption demand for white tea and favorable future prospectsof the white tea industry.According to CIC report,domestic sales value of whitetea in Mainland China ha
142、ve experienced a strong growth between 2017 and 2021,increasing from approximately US$400 million(RMB 2.9 billion)to approximatelyUS$1.3 billion(RMB 9.1 billion),representing a compound annual growth rate ofapproximately 32.80%.The CIC Report estimates Mainland China domestic sales valueof white tea
143、 to approximately US$2.4 billion(RMB 16.0 billion)by 2026.Suchfigures indicate increasing consumption demand for white tea and favorable futureprospects of the white tea industry.We believe the size and scale of the tea gardens we operate,quality of ourwhite tea product and quality control systems p
144、rovide an exciting opportunity toservice the blooming white tea market in mainland China.Awards and RecognitionOur company has been recognized in mainland China as a“Leading Enterprise inCity-level Agricultural Industrialization”in Ningde City in Fujian Province from2015 through 2020.In November2020
145、,we received the Zherong High Mountain WhiteTea Industry Demonstration Award by the Fujian Tea China Organizing Committee.In2020,we received the golden prize in the 8th China Tea Industry Expo National TeaRecommendation and Selection Activity of“Shou Mei.”Ecological AdvantagesWe believe we are able
146、to cultivate our tea leaves in an optimal ecologicalenvironment which greatly contributes to the quality of our tea.Zherong County,where the tea gardens we operate are located,has been recognized in mainland Chinaas a“National-level Ecology and Civilization Construction Demonstration County”because
147、of its high altitude and the mid-subtropical monsoon climate with year-round mild weather and abundant rainfall.As a result of these beneficial naturalfeatures,we believe our tea leaves to exhibit superior taste,smell,and visualappearances.In addition,the soil in Zherong County is suitable for both
148、white teaand black tea plantation as it has a rich content of organic matters and moderatehydrogen ion concentration.We believe the tea gardens we operate provide asignificant competitive advantage given the limited geographic and ecological areasotherwise available for high quality tea cultivation
149、in mainland China.1Table of ContentsHealth AdvantagesWe believe there is rising awareness in the mainland China consumer market ofthe health and nutritional benefits of drinking white tea,including anti-bacterialand anti-oxidation properties,maintenance or improvement of blood pressure,bloodsugar an
150、d blood fat levels,and improvement of the immune system.We also notestrong support from the local government which has actively promoted thecultivation of white tea,including establishing demonstration sites for white teagardens and the promotion of white tea cultural festivals.Overall,domestic sale
151、s value of white tea in mainland China have experienced astrong growth between 2017 and 2021,increasing from approximately US$400million(RMB 2.9 billion)to approximately US$1.3 billion(RMB 9.1 billion),representing a compound annual growth rate of approximately 32.80%.The CIC Reportestimates mainlan
152、d China domestic sales value of white tea to approximatelyUS$2.4billion(RMB 16.0billion)by 2026.Regulation Arising from Doing Business in ChinaApprovals from PRC Authorities to Conduct Our Operations and IssueOrdinary Shares to Foreign InvestorsOur operations in China are governed by PRC laws and re
153、gulations,pursuant towhich,for purposes of production and sale of our refined tea,we are required toobtain the food production license and food operation license from competent PRCauthorities.As of the date of this prospectus,we have received all materialrequisite permissions and approvals from the
154、PRC government authorities for ourbusiness operations currently conducted in China,and we have not received anydenial of permissions for our China business operations.On February 17,2023,the CSRC released the Trial Administrative Measures ofOverseas Securities Offering and Listing by Domestic Compan
155、ies(the“TrialAdministrative Measures”)and relevant supporting guidelines(collectively,the“New Administrative Rules Regarding Overseas Listings”),which came into force onMarch 31,2023.The New Administrative Rules Regarding Overseas Listings regulateboth direct and indirect overseas offering and listi
156、ng of mainland China domesticcompanies securities by adopting a filing-based regulatory regime.Pursuant to theTrial Administrative Measures,where an issuer submits an application for initialpublic offering to competent overseas regulators,such issuer must file with theCSRC within three business days
157、 after such application is submitted.For moredetails regarding the Trial Administrative Measures,see“RegulationsRegulations Relating to Overseas Listing.”Pursuant to the TrialAdministrative Measures and the Overseas Offering Administration Notice,we arerequired to complete the filing procedures with
158、 the CSRC before completion of thisoffering.We submitted the required filing to the CSRC on September 6,2023.It isuncertain as to when we will,and whether we will be able to complete the filingprocedures with the CSRC.According to the Trial Administrative Measures,the CSRCwill conclude the filing pr
159、ocedures and publish the filing results on the CSRCwebsite within 20 working days after receiving the filing materials if the filingmaterials are complete and comply with the stipulated requirements.However,duringthe filing process,the CSRC may request the Company to provide additionaldocuments or m
160、ay consult with competent authorities,the time for which will not becounted in the 20 working days.Since the New Administrative Rules RegardingOverseas Listings are newly promulgated,and the relevant government authoritieshave not yet issued detailed interpretations or guidance on all aspects of the
161、serules,we cannot assure you that we will be able to complete the relevant filingsin a timely manner or fulfil all the regulatory requirements thereunder.Anyfailure of us to fully comply with new regulatory requirements may significantlylimit or completely hinder our ability to offer or continue to
162、offer our OrdinaryShares.On February 24,2023,the CSRC promulgated the Provisions on StrengtheningConfidentiality and Archives Administration of Overseas Securities Offering andListing by Domestic Companies(the“Confidentiality and Archives AdministrationProvisions”),which also became effective on Mar
163、ch 31,2023.The Confidentialityand Archives Administration Provisions set out rules,requirements and proceduresrelating to provision of documents,materials and accounting archives forsecurities companies,securities service providers,overseas regulators and otherentities and individuals in connection
164、with overseas offering and listing,including without limitation to,domestic companies that carry out overseasoffering and listing(either in direct or indirect means)and the securitiescompanies and securities service providers(either incorporated domestically oroverseas)that undertake relevant busine
165、sses shall not leak any state secret andworking secret of government agencies,or harm national security and publicinterest,and a domestic company shall first obtain approval from competentauthorities according to law,and file with the secrecy administrative departmentat the same level,if it plans to
166、,either directly or through its overseas listedentity,publicly disclose or provide any documents and materials that contain statesecrets or working secrets of government agencies.Working papers produced in theChinese mainland by securities companies and securities service providers in the2Table of C
167、ontentsprocess of undertaking businesses related to overseas offerings and listing bydomestic companies shall be retained in the Chinese mainland.Where such documentsneed to be transferred or transmitted to outside the Chinese mainland,relevantapproval procedures stipulated by regulations shall be f
168、ollowed.We believe we donot involve leaking any state secret and working secret of government agencies orharming national security and public interest in connection with provision ofdocuments,materials and accounting archives and therefore we do not need to obtainapproval from competent PRC authorit
169、ies in this regard.On December 28,2021,the CAC,jointly with the relevant authorities,formallypublished Measures for Cybersecurity Review(2021)which took effect on February15,2022.Measures for Cybersecurity Review(2021)stipulates that operators ofcritical information infrastructure purchasing network
170、 products and services andonline platform operators carrying out data processing activities that affect ormay affect national security,shall conduct a cybersecurity review.Any onlineplatform operator who controls more than one million users personal informationmust go through a cybersecurity review
171、by the cybersecurity review office if itseeks to be listed in a foreign country.Since our business does not rely on thecollection of user data or implicate cybersecurity,we are not operators ofcritical information infrastructure or platform operators,and we do not possessmore than one million users
172、individual information,we believe that we are notsubject to a cybersecurity review to issue our Ordinary Shares or list and trade ofour Ordinary Shares on Nasdaq in connection with this offering under the Measuresfor Cybersecurity Review(2021).There remains uncertainty,however,as to how theCybersecu
173、rity Review Measures will be interpreted or implemented and whether thePRC regulatory agencies,including the CAC,may adopt new laws,regulations,rules,or detailed implementation and interpretation related to the Cybersecurity ReviewMeasures.For further details,see“Risk Factors Risks Related to Doing
174、Businessin China The New Administrative Rules regarding Overseas Listings maysignificantly limit or completely hinder our ability to offer or continue to offersecurities to investors and cause the value of such securities to significantlydecline or be worthless”on page 45 of this prospectus.On Augus
175、t 8,2006,six Chinese regulatory agencies,including the Ministry ofCommerce of China(the“MOFCOM”),jointly issued the Regulations on Mergers andAcquisitions of Domestic Enterprises by Foreign Investors(the“M&A Rules”),whichbecame effective on September 8,2006,and amended on June 22,2009.The M&A Rulesc
176、ontain provisions that require that an offshore special purpose vehicle(“SPV”)formed for listing purposes and controlled directly or indirectly by Chinascompanies or individuals shall obtain the approval of the CSRC prior to the listingand trading of such SPVs securities on an overseas stock exchang
177、e.On September21,2006,the CSRC published procedures specifying documents and materials requiredto be submitted to it by an SPV seeking CSRC approval of overseas listings.Giventhat the Company is not a SPV controlled directly or indirectly by Chinesecompanies or individuals under the M&A Rules,as of
178、the date of this prospectus,the CSRCs approval under the M&A Rules is not required for the listing and tradingof our Ordinary Shares on Nasdaq in the context of this offering.However,thereremains some uncertainty as to how the M&A Rules will be interpreted or implementedby the relevant PRC authoriti
179、es in the context of an overseas offering,and theopinions summarized above will be subject to any new PRC laws,rules andregulations or detailed implementations and interpretations in any form relating tooverseas listing of SPVs like the Company.We cannot assure you that relevant PRCgovernment agenci
180、es,including the CSRC,would reach the same conclusion as we do.While we believe that save for the filling requirements we shall fulfil underthe Trial Administrative Measures,we are currently not required to obtain otherpermission from the CSRC,CAC or any other PRC authorities to issue our OrdinarySh
181、ares to foreign investors,or list and trade of our Ordinary Shares on Nasdaq inconnection with this offering,there is uncertainty as to how the applicable PRClaws and regulations will be interpreted and implemented in the future,and we maybe required to perform additional procedures or obtain such p
182、ermissions orapprovals in the future.Further,we are subject to the risks of uncertainty of anyfuture actions of the PRC government in this regard including the risk that weinadvertently conclude that the permissions or approvals discussed here are notrequired,that applicable laws,regulations or inte
183、rpretations change such that weare required to obtain approvals in the future,or that the PRC government coulddisallow our holding company structure,which would likely result in a materialchange in our operations,including our ability to continue our existing holdingcompany structure,carry on our cu
184、rrent business,accept foreign investments,andoffer or continue to offer securities to our investors.These adverse actions couldcause the value of our Ordinary Shares to significantly decline or becomeworthless.We may also be subject to penalties and sanctions imposed by the PRCregulatory agencies,in
185、cluding the CSRC,if we fail to comply with such rules andregulations,which would likely adversely affect the ability of our securities tobe listed on a U.S.exchange and would likely cause the value of our securities tosignificantly decline or become worthless.3Table of ContentsCompetitive StrengthsW
186、e believe the following competitive strengths are essential to our success anddifferentiate us from our competitors:Vertically integrated business model with cost effectiveoperations.Our tea business operations are vertically integrated,covering cultivation,processing of tea leaves and the sale of p
187、rimarily-processed tea and refined tea.Such vertically integrated business modeldistinguishes us from other tea product suppliers in mainland China,mostof which are mainly engaged in part or parts of the value chain ofcultivation,processing and sales of primarily-processed tea and refinedtea.In addi
188、tion to the cultivation and sale of primarily-processed tea,we also use our primarily-processed tea as raw materials to producerefined tea for sale in mainland China.We can ensure a stable supply ofraw materials for our refined tea without relying on third-partysuppliers.We believe that our vertical
189、ly integrated operations allow usto reduce our business and operational risks and better monitor our costto further enhance our anticipated profit margin.Large scale,geographically focused production.As one of thetop ten companies in the tea industry in terms of area of tea gardensoperated in Ningde
190、 City and in contrast to other competitors in themainland China tea industry,we are able to conduct large-scaleproduction.We therefore enjoy the benefits of economies of scale andreduced operational costs.Our cost-effectiveness has been furtherimproved by our introduction of mechanized operations to
191、 improve theefficiency of our production and save labor costs.Strong internal quality control systems.We put strongemphasis on the quality of our primarily-processed tea and refined tea andhave established stringent quality control system to ensure the safety andquality of our tea products.We inspec
192、t our fresh tea leaves before andduring the harvest seasons to ensure the quality.Any unqualified freshtea leaves will not be processed.We have a patrol team to monitor the teagardens on a daily basis to check the status of the tea gardens.We alsohave a tea garden management team to supervise and mo
193、nitor tea plantingwork conducted by tea garden managers and their workers during tea harvestseasons to ensure the quality of the tea leaves harvested from the teagardens.For primarily-processed tea,we have experienced staff to checktheir appearance,moisture,and fragrance before the sale of our produ
194、ctsto customers.For refined tea,our designated staff would check theappearance,moisture,color of tea soup,tastes,and fragrance beforesales.We also send samples of our refined tea products to localinspection organizations annually to monitor their quality,including theappearance,taste,fragrance,color
195、 of tea soup,contaminants,andpesticide residue to guarantee the safety and the quality of our teaproducts.Favorable location with preferred production climate andsoil.We believe we cultivate tea leaves under optimal ecologicalenvironment conditions which helps to ensure the quality of our tea.The7,2
196、12,000 square meters of tea gardens we operate are located in ZherongCounty,Ningde City in Fujian.Located at an altitude ranging from 650 to1,000 meters with a mid-subtropical monsoon climate,the weather inZherong County is generally humid with abundant rainfall,whichhistorically has been favorable
197、for commercial tea cultivation.Inaddition,the soil in Zherong County has a rich content of organic mattersand moderate hydrogen ion concentration which is desirable for white teaand black tea production in mainland China.Considering the limited teaproduction area in mainland China,we believe the pre
198、ferred location,climate,and the soil of the tea gardens we operate give us a competitiveedge in producing satisfactory tea products.With a conducive naturalenvironment for tea plantation,we are able to cultivate fine-grade tealeaves,which can then be processed into high quality primarily-processedte
199、a,especially white tea,with superior taste,smell and visualappearances which in turn generates greater retail prices.Competent management team with experience and expertise in thetea industry in mainland China.Our success is attributable tothe extensive experience and the commitment of our executive
200、 directors andsenior management team.In particular,Mr.Dezhi Liu,who is our ChiefExecutive Officer and Chairman of the Board of Directors,has overseven years of experience in the tea industry.As our directors andsenior management team have accumulatedyears of experiences and industryknow-how on culti
201、vation of white tea and black tea and the processingtechniques and skills,we are able to produce primarily-processed tea andrefined tea products with high quality and maintain our competitiveness inthe industry.4Table of ContentsThe Tea Gardens We OperateThe map below shows the location of Zherong C
202、ounty where we operate tea gardensas of the date of this prospectus:As of the date of this prospectus,we operate tea gardens of approximately7,212,000 square meters in Zherong County,Ningde City in Fujian Province inmainland China.Located at an altitude ranging from 650 to 1,000 meters with a mid-su
203、btropical monsoon climate,the weather in Zherong County generally humid withabundant rainfall,which is favorable for tea cultivation.In addition,the soil inZherong County has a rich content of organic matters and moderate hydrogen ionconcentration which provides suitable conditions for tea plantatio
204、n.In selecting tea gardens,the first criteria are to look for tea gardens ofsuitable size and area.Our experienced operation team will also investigate thehealth of the trees planted in the tea gardens including density,color,andappearance of tea leaves,to assess whether they would remain healthy an
205、dproductive in future.For the six-month period ended June 30,2023 and the years ended December31,2021 and 2022,we operated tea gardens occupying an area of approximately 7,212,000square meters,6,002,697 square meters and 6,002,697 square meters,respectively,which are all situated in Zhaizhong Townsh
206、ip and Huangbai Township in ZherongCounty.The tea gardens we operate situated in Zhaizhong Township produce bothwhite tea leaves and black tea leaves while the tea gardens situated in HuangbaiTownship produce white tea leaves only.In 2021,the white tea production volume ofthe Company is 424.8 tons,a
207、ccounting for 0.8%and 0.5%of the total white teaproduction volume in Fujian Province and mainland China,respectively.All of the tea gardens we operate are situated on parcels of land which arecollectively owned by villagers in the relevant villages and were managed by therespective Zhaizhong and Hua
208、ngbai village committees.Before entering into thecontractual management rights agreement with us,the relevant village committeeshave obtained the consent of more than two-thirds of the members in villagersmeetings or more than two-thirds of the villagers representatives5Table of Contentsin advance a
209、nd have submitted the same to the peoples government at township levelfor approval.Based on the advice of our PRC legal advisers,we believe that thevillage committees of Zhaizhong and Huangbai Village had been properly authorizedto act on behalf of all of the farmer-households in the relevant villag
210、es.We are in the process of carrying out a series of tea garden improvement worksto boost agricultural capacity,which include improving irrigation system,construction of walking path within the tea garden area and increasing soilfertility.See“Business The Tea Gardens We Operate”for additionalinforma
211、tion.Our Business StrategyOur business objectives are to maintain sustainable growth in our business andstrengthen our market position in the tea industry.We intend to achieve these byimplementing the following strategies:Expand tea gardens through acquisitions and increase our productionvolume.In r
212、ecentyears,we were unable to accommodate all purchase ordersplaced by our customers.We received but did not undertake purchase orders whichamounted to approximately US$6.88 million(RMB 47.363 million),US$14.26million(RMB 92.30million)and US$12.69million(RMB81.86million)for the six-monthperiod ended
213、June 30,2023 and each of the years ended December 31,2022 andDecember31,2021,respectively.We believe the availability of additional capitalto purchase and upgrade supplemental tea gardens will be an effective and efficientstrategy to increase production,sales,revenue,and profit.In addition,in recent
214、 years,we have elected to give order fulfillmentpriority to larger customers,which prevented us from undertaking purchase ordersfrom some other customers.Accordingly,not only did we lose businessopportunities,but our customers may also elect to purchase from our competitorswho have more cultivation
215、capacity.Such insufficiency in cultivation capacity is intensified by the rapid growthin demand for tea in mainland China.According to the CIC Report,the domesticsales volume of tea in mainland China increased from approximately 1.8million tonsin 2017 to approximately 2.3million tons in 2021,represe
216、nting a compound annualgrowth rate of 6.1%.Industry observer,CIC,expects the projected domestic salesvolume of tea in mainland China to reach approximately 2.8million tons in 2026,asdriven by increases in downstream tea consumption,The above numbers are mainlypredicted based on the following assumpt
217、ions:(1)tea has long been associated withvarious health benefits,and there is a growing awareness and appreciation for itspositive impacts on well-being.With an increasing focus on health and wellness,more people in mainland China are likely to turn to tea as a healthy beverage;(2)the tea industry i
218、n mainland China is undergoing innovation and diversification,offering a wide range of tea products and flavors to cater to evolving consumerpreferences.From traditional tea to herbal infusions and specialty teas,there isa growing market for unique and premium tea experiences.This expanding variety
219、oftea options is likely to attract more consumers and contribute to increased teasales volume;(3)fresh-made tea beverage(such as milk tea)is becomingexceedingly popular in mainland China.Fresh-made milk tea beverages are made fromtea.A group of emerging brands launched innovative tea beverages in or
220、der tofurther attract consumers.The market size of fresh-made tea beverage industry inmainland China is estimated to continue growing with a compound annual growth rateof more than 20%between 2021 and 2026.In particular,the domestic sales volume ofwhite tea in mainland China rose from approximately
221、21.8thousand tons in 2017 toapproximately 70.5 thousand tons in 2021,with a compound annual growth rate of34.1%mainly due to(i)continuous promotion of cultivation of white tea by localgovernments in mainland China,(ii)enhanced customers awareness of thenutritional benefits of white tea,and(iii)growi
222、ng demand for high-value whitetea from middle-class households in mainland China which have increasing disposableincome.Disciplined acquisition of management rights for teagardens.When selecting tea gardens to be acquired,we adopt the followingselection criteria to ensure the quality of the tea leav
223、es to be planted in our newtea gardens:1)altitude of and climate at the location;2)soil conditions of the tea gardens;3)proximity to our existing operating tea gardens;4)variety and growth potential of the tea leaves to be harvested;and5)labor availability and costs.6Table of ContentsAs of the date
224、of this prospectus,we operate tea gardens of approximately7,212,000 square meters.The volumes of fresh tea leaves that were harvested fromsuch tea gardens were approximately 1,192.18 tons,2,529.98 tons and 2,304.69 tonsfor the six-month period ended June 30,2023 and the years ended December31,2022an
225、d 2021,respectively.As part of our expansion plan to increase our cultivationcapacity,we have entered into,among others,agreements or letters of intent withfive(5)village committees in Huangbai Township,Zherong County.In 2021,thewhite tea production volume of the Company is 424.8 tons,accounting for
226、 0.8%and0.5%of the total white tea production volume in Fujian Province and mainlandChina,respectively.The total consideration for such acquisitions is approximately US$13.1million(RMB87.6million),which we intend to finance by ordinary cash flow from operationsand a portion of the net proceeds from
227、this offering identified as“Generalcorporate purposes and working capital”under the caption,“Use of Proceeds”.We believe that,after the anticipated acquisition of additional tea gardens,we will have an additional total estimated maximum annual cultivation capacity of:approximately 819.7 tons of fres
228、h tea leaves;a maximum estimated daily cultivation capacity of approximately 6.4 tonsof fresh tea leaves for the spring harvest;anda maximum estimated daily cultivation capacity of approximately 10.3 tonsof fresh leaves for the autumn harvest.We further expect that the above tea gardens and addition
229、 land lots will attaina total estimated maximum annual cultivation capacity of approximately 862.5 tonsof fresh tea leaves in 2023 with a maximum estimated daily cultivation capacity ofapproximately 6.9 tons and 10.8 tons of fresh tea leaves for spring harvest andautumn harvest,respectively,after th
230、e completion of tea garden improvement worksin 2023.The tea garden improvement works include soil improvement work to transform thesloped land-area into terraced-area to prevent erosion and increase the absorbingcapacity of the soil;and construction of improvements in the tea gardens tofacilitate ir
231、rigation,daily operation as well as transportation.Construction of new production plant.The utilization rates of ourproduction facilities for primarily-processed white tea had reached maximumcapacity for each of the preceding twoyears.To maintain quality,fresh tea leavesneed to be processed within a
232、 short period of time after they are harvested;whenour processing facilities reach full capacity,valuable raw material tea leaves arenot processed efficiently leading to lost sales and revenue opportunities.Toensure that we have the capacity to process our harvested tea,we intend to expandour produc
233、tion facilities by establishing a new production plant in the Zherong TeaIndustrial Zone,the initial phase of which is expected to have a gross floor areaof approximately 9,783.0 square meters.The initial phase of the new productionplant will be used for the production of primarily-processed white t
234、ea and refinedtea and storage of our products.We have signed a letter of intent with theManagement Committee of the Zherong Tea Industrial Zone,in which we indicated ourintention to bid for the intended site for the new production plant.We estimatethat the bidding price would be approximately US$5.0
235、million(RMB 33.70million).When assessing the options of the proposed location of the new productionplant,we have taken into account the following factors:The Zherong Tea Industrial Zone has comprehensive ancillary facilities,including housing for workers,transportation and utility supplies,whichwill
236、 facilitate the daily operation of the new production plant;Being located near the urban area and highway,the Zherong Tea IndustrialZone can be easily accessed by our potential customers;andRelative ease of recruitment of potential workers from the urban area ofZherong County.We expect that,after th
237、e establishment and construction of the new productionplant,an estimated annual processing capacity of approximately 1,456 tons of freshtea leaves for primarily-processed white tea and an estimated annual productioncapacity of approximately 1,248 tons of refined tea will be added to our productionca
238、pacity.With the expanded cultivation and production capacity,we are confidentthat we can take advantage of incremental additional business opportunities and theanticipated growth in the demand for tea in mainland China.7Table of ContentsPurchase of four automatic production lines for production ofpr
239、imarily-processed white tea.We have historically used machines andequipment which are manually operated by our employees for the production ofprimarily processed white tea.We intend to acquire four automatic production linesfor production of primarily processed white tea at a total anticipated cost
240、ofapproximately US$0.73million(RMB 4.90million)using expected net proceeds fromthis offering.The Company expects to utilize the additional four automaticproduction lines to operate concurrently with the manually operated machines thatcurrently in use.Each of the automatic production lines for the pr
241、oduction of primarilyprocessed white tea consist of a stainless-steel storage tank,a conveyor,a layerspreader,wilting light,drying machine and temperature and humidity controlsystems.Since we intend to emphasize the quality of our tea products,we believe thatthe acquisition of the four production li
242、nes is crucial to the development of theCompany,as(i)the increase in production efficiency brought by the automation,and(ii)the enhancement of quality of our tea products owing to the new functionsof the advanced production lines will improve our competitiveness against othermarket participants.Purc
243、hase of an automatic production line for production of refinedtea.Apart from the purchase of four automatic production lines forprimarily-processed tea,we also plan to purchase an additional automaticproduction line for the production of our refined tea using a portion of theexpected net proceeds fr
244、om this offering for a total anticipated cost ofapproximately US$0.62 million(RMB 4.5 million).Historically,our refined teaproduction has been conducted by hand or manually operated machines.We expect theautomated production line to be acquired for refined tea to replace the currentprocessing method
245、s for more efficient production and standardized quality of ourrefined tea products.The automatic production line to produce refined tea is composed of anassortment of sorting and screening elevators and conveyors,cleaning machines,packing and system control components.We expect that,in contrast to
246、manual processing or processing by manuallyoperated machines,the new automated production line will have the followingbenefits:Reduce the manual works involved in the production of refined tea so thatour labor force can be re-allocated to other functions;Increased safety and hygiene in our productio
247、n environment;andEnhanced efficiencies of impurity removal.We believe that we will be able to boost the sales of our refined tea bypromoting brand recognition following this offering and our planned investments inimproved processing infrastructure.SIGNIFICANT RISK FACTOR SUMMARYRisks Related to our
248、BusinessWe are an emerging growth company with a limited operating history andlimited sales to date;Our results of operations are substantially affected by the selling pricesof our tea products,which affect our revenue;A large portion of our revenue was generated from our top five customers,and we d
249、o not have long-term contracts with our top five customers andchanges in our relationships with our top five customers,or in the tradeterms with these customers,may reduce our sales and profits;We sell our products to independent tea business operators,and we havelimited control over them;We experie
250、nce seasonal fluctuations in our revenue and profitability;We could be adversely affected by a change in consumers preferences,perception and demand for our tea products and failure to enrich ourproduct offering or gain market acceptance of our new products could havea negative effect on our busines
251、s,financial condition and results ofoperations;8Table of ContentsWe have engaged tea garden managers for the provision of managementservice for the cultivation of our tea leaves and we could be adverselyaffected by the performance of our tea garden managers;We are dependent on the availability of la
252、rge numbers of local workers toperform manual labor;The occurrence of adverse weather conditions or natural disasters maymaterially and adversely affect our business and financial performance;Our historical growth rate,revenue and profit margin may not beindicative of our future growth rate,revenue
253、and profit margin;Competition from existing industry participants and new entrants in ourtarget markets may harm our financial performance;Disruption of operations at production facilities may materially andadversely affect our business operations and financial performance;We are dependent on our co
254、ntractual management rights agreements with thevillage committees in respect of the cultivation of our tea leaves;The epidemic of COVID-19 could significantly affect our production,demandfor our products and our business;We did not keep records in relation to the production of our tea productsin acc
255、ordance with applicable laws and regulations,which could lead toimposition of fines and penalties;Our non-compliance with the laws and regulations in respect of thefacility agricultural land parcel we lease from the relevant villagecommittee for tea production purposes could lead to imposition of fi
256、nesand penalties;andOur non-compliances with social insurance and housing provident fundcontribution laws and regulations in the PRC could lead to imposition offines and penalties.Risks Relating to the Tea IndustryThe tea industry that we operate in is fragmented with a large number ofplayers;If the
257、 tea industry does not grow at a rate as we expect,or at all,or ifwe fail to keep pace with consumer preferences and demands,our business,results of operation and financial condition may be adversely affected;The tea products in mainland China could face competition from substituteproducts such as o
258、ther beverage products;Changes in existing food safety laws may expose us to additional costs forcompliance and affect our business operations;andCurrently all of the tea gardens operations are in China and are subjectto significant regulation,particularly with respect to our contractualmanagement r
259、ights,which consist of the forest rights.Risks Related to our Corporate StructureYou 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;Our amended and restated articles of as
260、sociation contain a provision bywhich our shareholders agrees to waive any claim or right of action thatthey may have,both individually or by or in the right of our Company,against any director on account of any action taken by such director,orthe failure of such director to take any action in the p
261、erformance of hisor her duties with or for our Company,except such waiver shall not extendto any matter in respect of any fraud,willful default or dishonesty whichmay attach to such director;andCertain judgments obtained against us by our shareholders may not beenforceable.9Table of ContentsRisks Re
262、lated to Doing Business in ChinaBecause we conduct all of our operations in China,our business is subjectto the evolving laws and regulations there.The Chinese government mayexercise oversight and supervision over the conduct of our business andmay intervene in or influence our operations in accorda
263、nce with applicablelaws and regulations,which could result in a material change in ouroperations and/or the value of our Ordinary Shares.See“Risks Related toDoing Business in China Because we conduct all of our operations inChina,our business is subject to the evolving laws and regulations there.The
264、 Chinese government may exercise oversight and supervision over theconduct of our business and may intervene in or influence our operationsin accordance with applicable laws and regulations,which could result ina material change in our operations and/or the value of our OrdinaryShares,could signific
265、antly limit or completely hinder our ability tooffer or continue to offer securities to investors and cause the value ofour securities to significantly decline or be worthless”on page 42 formore informationChanges in Chinas economic,political,or social conditions orgovernment policies and the curren
266、t tensions in international economicrelations could have an adverse effect on our business and operations.See“Risks Related to Doing Business in China Changes in Chinaseconomic,political or social conditions or government policies and thecurrent tensions in international economic relations could hav
267、e an adverseeffect on our business and operations”on page 43 for more information;Uncertainties regarding the enforcement of some laws,and changes in lawsand regulations in China could adversely affect us and limit the legalprotections available to you and us.See“Risks Related to Doing Businessin Ch
268、inaUncertainties regarding the enforcement of some laws,andchanges in laws and regulations in China could adversely affect us andlimit the legal protections available to you and us”on page 43 for moreinformation;The New Administrative Rules regarding Overseas Listings may impact ourability to offer
269、or continue to offer securities to investors and causethe value of such securities to significantly decline or be worthless.See“Risks Related to Doing Business in China The New AdministrativeRules regarding Overseas Listings may impact our ability to offer orcontinue to offer securities to investors
270、 and cause the value of suchsecurities to significantly decline or be worthless”on page 45 for moreinformation;We may rely on dividends and other distributions on equity paid by our PRCsubsidiaries to fund any cash and financing requirements we may have,andany limitation on the ability of our PRC su
271、bsidiaries to make payments tous could materially and adversely affect our ability to grow,makeinvestments or complete acquisitions that could benefit our business,paydividends to you,and conduct our business.See“Risks Related to DoingBusiness in ChinaWe may rely on dividends and other distributions
272、 onequity paid by our PRC subsidiaries to fund any cash and financingrequirements we may have,and any limitation on the ability of our PRCsubsidiaries to make payments to us could materially and adversely affectour ability to grow,make investments or complete acquisitions that couldbenefit our busin
273、ess,pay dividends to you,and conduct our business”onpage 46 for more information;Governmental management of currency conversion may limit our ability toutilize our cash balance effectively and affect the value of yourinvestment.See“Risks Related to Doing Business inChina Governmental management of c
274、urrency conversion may limit ourability to utilize our cash balance effectively and affect the value ofyour investment”on page 50 for more information;Our business and our profitability may be negatively affected by therising labor costs and potential obligations to make additionalcontributions of s
275、ocial insurance premium and housing funds.See“RisksRelated to Doing Business in ChinaOur business and our profitabilitymay be negatively affected by the rising labor costs and potentialobligations to make additional contributions of social insurance premiumand housing funds”on page 51 for more infor
276、mation;andFluctuation in the value of Renminbi may have a material adverse effect onthe value of your investment.See“Risks Related to Doing Business inChinaFluctuation in the value of Renminbi may have a material adverseeffect on the value of your investment”on page 53 for more information.10Table o
277、f ContentsRisks Related to this Offering and the Ordinary SharesThe trading price of our Ordinary Shares is likely to be volatile,whichcould result in substantial losses to investors.There has been no public market for our Ordinary Shares prior to thisoffering,and you may not be able to resell the O
278、rdinary Shares at orabove the price you paid,or atall;The market price for the Ordinary Shares may be volatile and if securitiesor industry analysts do not publish research or reports about ourbusiness,or if they adversely change their recommendations regarding theOrdinary Shares,the market price fo
279、r the Ordinary Shares and tradingvolume could decline;Because we do not expect to pay dividends in the foreseeable future afterthis offering,you must rely on price appreciation of the Ordinary Sharesfor return on your investment;Certain existing shareholders have substantial influence over our compa
280、nyand their interests may not be aligned with the interests of our othershareholders;We are an emerging growth company within the meaning of the Securities Actand may take advantage of certain reduced reporting requirements;We are a foreign private issuer within the meaning of the rules under theExc
281、hange Act,and as such we are exempt from certain provisionsapplicable to U.S.domestic public companies;We may lose our foreign private issuer status in the future,which couldresult in significant additional costs andexpenses;We will incur increased costs as a result of being a public company;andIf w
282、e fail to establish and maintain proper internal financial reportingcontrols,our ability to produce accurate financial statements or complywith applicable regulations could be impaired.Corporate History and StructureOriental Rise Holdings Limited was incorporated in the Cayman Islands withlimited li
283、ability on January25,2019.Oriental Rise is currently not engaging inany active business and merely acting as a holding company.Wisdom Navigation was organized in the British Virgin Islands on November15,2018.On February 25,2019,the Company acquired Wisdom Navigation from ourshareholders Mr.Wong and
284、AFFLUENT KIND LIMITED for aggregate consideration of$100.00 and is a wholly owned subsidiary of Oriental Rise.East Asia Enterprise was organized in HongKong on October8,2012,and is awholly owned subsidiary of Wisdom Navigation.Fujian MDH was organized as a limited company in mainland China on May24,
285、2013,as our wholly foreign owned enterprise,or WFOE,and is a wholly ownedsubsidiary of East Asia Enterprise.Fujian QJ was organized as a limited company in mainland China on May26,2008,and became our primary mainland China operating subsidiary,a wholly ownedsubsidiary of Fujian MDH,since July16,2013
286、.Our direct corporate predecessor Fujian MDH commenced production and sale oftea products in March2014.On September 27,2023,we subdivided each of our the then issued and unissuedordinary shares of a par value of US$0.001 per share of the Company into 1.25ordinary share of a par value of US$0.0008 pe
287、r share of the Company,or the“Subdivision”.As a result of the Subdivision,the total of 16,000,000 issued andoutstanding ordinary share of a par value of US$0.001 per share prior to theSubdivision became 20,000,000 issued and outstanding Ordinary Shares of a par valueof US$0.0008 per share.The Compan
288、y executed the Subdivision in response to arecent increase in the estimated valuation of the Company.Following theSubdivision,our existing shareholders maintained their relative ownership interestpercentage in the Company.The Subdivision also changed the par value of theordinary shares11Table of Con
289、tentsfrom US$0.001 per share to US$0.0008 per share,and the authorized share capital ofthe Company changed from US$100,000 divided into 100,000,000 ordinary shares of apar value of US$0.001 per share to US$100,000 divided into 125,000,000 OrdinaryShares of a par value of US$0.0008 per share.Complian
290、ce with Foreign InvestmentAs of the date of this prospectus,we believe that we do not conduct anybusiness that falls into the category of“restricted”industries or“prohibited”industries under the Special Administrative Measures for the Access of ForeignInvestment(Negative List)(2021 Version)promulgat
291、ed by the Ministry of Commerceof the Peoples Republic of China(“MOFCOM”)and The National Development andReform Commission of the Peoples Republic of China(“NDRC)”.Therefore,we areable to conduct our business through our wholly owned mainland China subsidiarieswithout being subject to restrictions im
292、posed by the foreign investment laws andregulations of the PRC.Implications of Being an Emerging Growth CompanyAs a company with less than US$1.235billion in revenue for our last fiscalyear,we qualify as an“emerging growth company”pursuant to the Jumpstart OurBusiness Startups Actof2012,or the JOBS
293、Act.An emerging growth company maytake advantage of specified reduced reporting and other requirements compared tothose that are otherwise applicable generally to public companies.These provisionsinclude,but are not limited to:being permitted to present only twoyears of audited financial statementsa
294、nd only twoyears of related Managements Discussion and Analysis ofFinancial Condition and Results of Operations in our SEC filings;not being required to comply with the auditor attestation requirements ofSection404 of the Sarbanes-Oxley Act;reduced disclosure obligations regarding executive compensa
295、tion inperiodic reports,proxy statements and registration statements;andexemptions from the requirements of holding a nonbinding advisory vote onexecutive compensation and shareholder approval of any golden parachutepayments not previously approved.The JOBS Act also provides that an emerging growth
296、company does not need tocomply with any new or revised financial accounting standards until such date thata private company is otherwise required to comply with such new or12Table of Contentsrevised accounting standards.We have elected to use the extended transition periodunder the JOBS Act.Accordin
297、gly,our financial statements may not be comparable tothe financial statements of public companies that comply with such new or revisedaccounting standards.We will remain an emerging growth company until the earliest of(a)thelastday of the fiscal year during which we have total annual gross revenues
298、of atleast US$1.235billion;(b)the lastday of our fiscal year following the fifthanniversary of the completion of this offering;(c)the date on which we have,during the preceding three-year period,issued more than US$1.0billion in non-convertible debt;or(d)the date on which we are deemed to be a“large
299、accelerated filer”under the Securities ExchangeActof1934,as amended,or theExchangeAct,which would occur as of the end of our fiscal year if the marketvalue of our Ordinary Shares that are held by non-affiliates exceeds US$700millionas of the last businessday of our most recently completed second fis
300、cal quarter.Once we cease to be an emerging growth company,we will not be entitled to theexemptions provided in the JOBS Act discussed above.Implications of Being a“Controlled Company”Upon the listing of our Ordinary Shares on the Nasdaq Stock Market,we will beconsidered a“controlled company”within
301、the meaning of Nasdaq Rule 5615(c).A“controlled company”is a company of which more than 50%of the voting power forthe election of directors is held by an individual,a group or another company.Upon the closing of this Offering,our founders Mr.Chun Sun Wong,Mr.Wai KwongFong and Dr.Deming Zhou,will ben
302、eficially own approximately 51.2%of our OrdinaryShares(assuming no underwriter exercise of their over-allotment option).UnderNasdaq Rule 5615(c),a“controlled company”may be exempted from the requirementsof Nasdaq Rules 5605(b)(1)(requiring that the board consist of a majority ofindependent directors
303、),(d)(requiring a compensation committee of the boardconsisting of independent directors)and(e)(requiring independent directoroversight of director nominations).Should we determine to rely on the“controlledcompany”exemptions,our board and its decision-making processes would lack theindependent overs
304、ight typically required of Nasdaq-listed issuers.We do notintend,however,to take advantage of the“controlled company”exemption fromNasdaq corporate governance standards.As disclosed in this prospectus,we willhave a majority independent board upon listing and have adopted board committeecharters and
305、policies consistent with Nasdaqs regular listing and governancerules.Implications of Being a Foreign Private IssuerWe are incorporated in the Cayman Islands,and more than 50 percent of ouroutstanding voting securities are not directly or indirectly held by residents ofthe UnitedStates.Therefore,we a
306、re a“foreign private issuer,”as defined inRule405 under the Securities Act and Rule3b-4(c)under the ExchangeAct.As aresult,we are not subject to the same requirements as U.S.domestic issuers.Underthe ExchangeAct,we will be subject to reporting obligations that,to some extent,are more lenient and les
307、s frequent than those of U.S.domestic reporting companies.For example:we are not required to provide as many ExchangeAct reports or provideperiodic and current reports as frequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our homecountry requirements
308、,which are less rigorous than the rules that apply todomestic public companies;we are not required to provide the same level of disclosure on certainissues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventingissuers from making selective disclosures of ma
309、terial information;we are not required to comply with the sections of the Exchange Actregulating the solicitation of proxies,consents,or authorizations inrespect of a security registered under the ExchangeAct;andwe are not required to comply with Section 16 of the Exchange Actrequiring insiders to f
310、ile public reports of their share ownership andtrading activities and establishing insider liability for profits realizedfrom any“short-swing”trading transaction.Corporate InformationOur principal executive offices are located at No.48 Xianyu Road,ShuangchengTown,Zherong County,Ningde City,Fujian Pr
311、ovince,mainland China.Our telephonenumber at this address is+86-.Our registered office in the CaymanIslands is Cricket Square,Hutchins Drive,P.O.Box 2681,Grand Cayman,KY1-1111,Cayman13Table of ContentsIslands and is currently located at the office of Conyers Trust Company(Cayman)Limited,C
312、ayman Islands,which may be changed from time to time at the discretionof directors.Our agent for service of process in the UnitedStatesis The CroneLaw Group P.C.,420 Lexington Avenue,Suite 2446,NewYork,NY10170.Investors should contact us for any inquiries through the address and telephonenumber of o
313、ur principal executive offices.The Company does not currently maintaina website.Notes on Prospectus PresentationNumerical figures included in this prospectus have been subject to roundingadjustments.Accordingly,numerical figures shown as totals in various tables maynot be arithmetic aggregations of
314、the figures that precede them.For clarification,this prospectus follows the English naming convention offirst name followed by last name,regardless of whether an individuals name isChinese or English.For example,the name of our executive director Mr.Liu will bepresented as“Dezhi Liu,”even though,in
315、Chinese,his name is presented as“LiuDezhi.”We have relied on statistics provided by a variety of publicly availablesources and the CIC Report regarding mainland Chinas expectations of growth.Somemarket data and statistical information contained in this prospectus are also basedon managements estimat
316、es and calculations,which are derived from our review andinterpretation of the sources listed above,our internal research and our knowledgeof mainland China industry.While we believe such information is reliable,we havenot independently verified any third-party information and our internal data hasn
317、ot been verified by any independent source.Because all of our operations are conducted in China through ourwholly-owned subsidiaries,the Chinese government may exercise oversightand supervision over the conduct of our business and may intervene in orinfluence our operations in accordance with applic
318、able laws andregulations,which could result in a material change in our operationsand/or the value of our Ordinary Shares.Recent statements by the Chinese government have indicated an intentto exert more oversight and control over offerings that are conductedoverseas and/or foreign investments in Ch
319、ina based issuers.The PRCgovernment initiated a series of regulatory actions and made a number ofpublic statements on the regulation of business operations in China,someof which were published with little advance notice before coming intoforce,including cracking down on illegal activities in the sec
320、uritiesmarket,enhancing supervision over China-based companies listed overseasusing a variable interest entity structure,adopting new measures toextend the scope of cybersecurity reviews,and expanding efforts in anti-monopoly enforcement.On February 17,2023,the CSRC released the Trial Administrative
321、Measures of Overseas Securities Offering and Listing by DomesticCompanies(the“Trial Administrative Measures”)and relevant supportingguidelines(collectively,the“New Administrative Rules RegardingOverseas Listings”),which became effective on March 31,2023.The NewAdministrative Rules Regarding Overseas
322、 Listings regulate both direct andindirect overseas offering and listing of China domestic companiessecurities by adopting a filing-based regulatory regime.Pursuant to theTrial Administrative Measures,where an issuer submits an application forinitial public offering to competent overseas regulators,
323、such issuermust file with the CSRC within three business days after such applicationis submitted.The Trial Administrative Measures also requires subsequentreports to be filed with the CSRC on material events,such as change ofcontrol or voluntary or forced delisting of the issuer(s)who havecompleted
324、overseas offerings and listings.On February 17,2023,the CSRCalso issued the Notice on Administration for the Filing of OverseasOffering and Listing by Domestic Companies,or the Overseas OfferingAdministration Notice,pursuant to which,on or prior to the effectivedate of the Trial Administrative Measu
325、res,domestic companies that havealready submitted valid applications for overseas securities offering andlisting but have not obtained approval from overseas regulatoryauthorities or stock exchanges may arrange the timing for submittingtheir filing applications with the CSRC in a reasonable manner,a
326、nd mustcomplete the filing before the completion of their overseas securitiesoffering and listing.Pursuant to the Trial Administrative Measures andthe Overseas Offering Administration Notice,we are required to completethe filing procedures with the CSRC before completion of this offering.We submitte
327、d the required filing materials to the CSRC on September 6,2023.However,it is uncertain as to when we will,and whether we will beable to complete the filing procedures with the CSRC.According to theTrial Administrative Measures,the CSRC will conclude the filingprocedures and publish the filing resul
328、ts on the CSRC website within 20working days after receiving the filing materials if the filing materialsare complete and comply with the stipulated requirements.14Table of ContentsHowever,during the filing process,the CSRC may request the Company toprovide additional documents or may consult with c
329、ompetent authorities,the time for which will not be counted in the 20 working days.Since theNew Administrative Rules Regarding Overseas Listings are newlypromulgated,and the relevant government authorities have not yet issueddetailed interpretation or guidance on all aspects of these rules,wecannot
330、assure you that we will be able to complete the relevant filingsin a timely manner or fulfil all of the regulatory requirementsthereunder.Any failure of us to fully comply with new regulatoryrequirements may significantly limit or completely hinder our ability tooffer or continue to offer our Ordina
331、ry Shares.In addition to the CSRCfiling under the Trial Administrative Measures,if it is determined thatwe are subject to any other CSRC approval,filing,other governmentalauthorization,or requirements for this Offering,we cannot assure youthat we could obtain such approval,complete such filing,or me
332、et otherrequirements in a timely manner or at all.If we fail to obtain suchapproval,complete such filing or meet other requirements in a timelymanner,the Chinese regulatory authorities may impose fines and penaltieson our operations in China,limit our ability to pay dividends outside ofChina,limit o
333、ur operations in China,delay and restrict the repatriationof the proceeds from this Offering into China,force a delisting of ourOrdinary Shares even after they are listed on Nasdaq,or take otheractions that could have a material adverse effect on our business,financial condition,results of operations and prospects,as well as thetrading price of our securities.The CSRC,the CAC,or other PRCregulator