《工务园(BIYA)美股IPO上市招股说明书(376页).pdf》由会员分享,可在线阅读,更多相关《工务园(BIYA)美股IPO上市招股说明书(376页).pdf(376页珍藏版)》请在三个皮匠报告上搜索。
1、F-1 1 ff12023_baiya.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on October 31,2023Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_BAIYA INTERNATIONAL GROUP INC
2、.(Exact name of Registrant as specified in its charter)_Not Applicable(Translation of Registrants name into English)_Cayman Islands 7370 N/A(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)Yifang Cap
3、ital Industrial ParkNo.33 Pingshan Industrial Road,Building A,16FTangxia,Dongguan,Guangdong,ChinaTel:+(Address,includingzipcode,andtelephonenumber,includingareacode,ofregistrantsprincipalexecutiveoffices)_COGENCY GLOBAL INC.122 East 42nd Street,18th FloorNewYork,NY10168Tel:212-947-720
4、0(Name,address,including zip code,and telephone number,including area code,ofagent for service)_Copy to:John P.Yung,Esq.Daniel B.Eng,Esq.Lewis Brisbois Bisgaard&Smith LLP45 Fremont Street,Suite 3000San Francisco,CA94105Telephone No.:(415)362-2580 Fang Liu,Esq.VCL Law LLP1945 Old Gallows Road,Suite 2
5、60Vienna,VA22182Tel:(301)760-7393_Approximate date of commencement of proposed sale to the public:As soon as practicable afterthe effective date of this Registration Statement.If any of the securities being registered on this Formare to be offered on a delayed or continuousbasis pursuant to Rule415
6、under the Securities Actof1933,check the following box.If this Form is filed to register additional securities for an offering pursuant toRule462(b)under the Securities Act,please check the following box and list the Securities Actregistration statement number of the earlier effective registration s
7、tatement for the same offering.If this Formis a post-effective amendment filed pursuant to Rule462(c)under the SecuritiesAct,check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offering.If this Formis a post-ef
8、fective amendment filed pursuant to Rule462(d)under the SecuritiesAct,check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as
9、defined in Rule405of the Securities Actof1933.Emerginggrowthcompany If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised fin
10、ancial accounting standards provided pursuant to Section7(a)(2)(B)of the Securities Act._The term“new or revised financial accounting standard”refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April5,2012.The registrant hereby amend
11、s this registration statement on such date or dates as maybe necessary to delay its effective date until the registrant shall file a furtheramendment,which specifically states that this registration statement shallthereafter become effective in accordance with Section8(a)of the Securities Act,or unt
12、il this registration statement shall become effective on such date as theU.S.Securities and Exchange Commission,acting pursuant to Section 8(a)of theSecurities Act,may determine.Table of ContentsThe information in this prospectus is not complete and may be changed.Thesesecurities may not be sold unt
13、il the registration statement filed with the Securitiesand Exchange Commission is declared effective.This preliminary prospectus is not anoffer to sell these securities,and we are not soliciting offers to buy thesesecurities in any jurisdiction where the offer or sale of these securities is notpermi
14、tted.SUBJECT TO COMPLETION,DATED OCTOBER 31,2023PRELIMINARY PROSPECTUSBAIYA INTERNATIONAL GROUP INC.3,000,000 Ordinary SharesThis is a firm commitment public offering of 3,000,000 Ordinary Shares of BaiyaInternational Group Inc.,an exempted company with limited liability incorporatedunder the laws o
15、f the Cayman Islands.Prior to this offering,there has been nopublic market for our Ordinary Shares.We anticipate that the initial public offeringprice of our shares will be between$4.00 and$6.00.We are an“emerging growth company”under applicable U.S.federal securities lawsand are eligible for reduce
16、d public company reporting requirements.We intend to apply to list our Ordinary Shares on the Nasdaq Capital Market under thesymbol“BIYA”.We cannot guarantee that we will be successful in listing ourOrdinary Shares on the Nasdaq;however,we will not complete this offering unless weare so listed.We ma
17、y amend or supplement this prospectus from time to time by filing amendments orsupplements as required.You should read this entire prospectus and any amendments orsupplements carefully before you make your investment decision.Investing in our Ordinary Shares involves a high degree of risk,includingt
18、he risk of losing your entire investment.Before making any decision toinvest in our Ordinary Shares,you should carefully consider theinformation disclosed under“Risk Factors”beginning on page 24 of thisprospectus.We are not a Chinese operating company,but an offshore holding company incorporatedin t
19、he Cayman Islands.As a holding company with no material operations of our own,we conduct all of our operations in China through a variable interest entity,or“VIE”,Shenzhen Gongwuyuan Network Technology Co.,Ltd.(“Gongwuyuan”),and itssubsidiaries,or collectively,the“PRC operating entities.”We entered
20、into aseries of agreements date December29,2021(the“Contractual Arrangements”)withthe VIE and certain shareholders of Gongwuyuan,and this structure involves uniquerisks to investors.Neither we nor our subsidiaries own any equity interests in thePRC operating entities under the VIE structure.Unless s
21、pecifically described otherwise,as used in this prospectus and in thecontext of describing our consolidated financial information,the terms“we,”“us,”“our company,”“our”,and“Group”refer to Baiya International GroupInc.,a Cayman Islands holding company,its subsidiaries,the VIE and itssubsidiaries in C
22、hina,as the context requires.This is an offering of the Ordinary Shares of the offshore holding company,Baiya,instead of shares of the VIE or any of the PRC operating entities;therefore,ourinvestors may never directly hold equity interests in the PRC operating entities.Youare not investing in the PR
23、C operating entities.Neither we nor our subsidiaries ownany share or equity interest in the PRC operating entities.Instead,we consolidatethe financial results of the VIE as a primary beneficiary through the ContractualArrangements between our wholly owned subsidiary entity,Shenzhen Pengze FutureTech
24、nology Co.,Ltd.(“Pengze WFOE”),Gongwuyuan,the VIE,and certain shareholdersof Gongwuyuan.We are utilizing the VIE structure because some of the VIEsbusinesses may be prohibited or restricted from direct foreign investment underChinese law.As a result of Baiyas indirect ownership in Pengze WFOE and th
25、eContractual Arrangements,we treat the VIE and the VIEs subsidiaries as ourconsolidated entities under U.S.GAAP,but we do not own equity interests in the VIEor its subsidiaries.We have consolidated the financial results of the VIE and theVIEs subsidiaries in our consolidated financial statements in
26、accordance withU.S.GAAP.See“Corporate History and StructureContractual Arrangements amongPengze WFOE,Gongwuyuan,and the Shareholders of the VIE”starting on page 97 formore information.As we chose such VIE structure,we are subject to certain unique risks anduncertainties that may not otherwise exist
27、if we had direct equity ownership in thePRC operating entities.Because we do not directly hold equity interests in the VIEand its subsidiaries,our Contractual Arrangements may not be effective in providingcontrol over Gongwuyuan.Further,we are subject to risks due to uncertainty of theinterpretation
28、 and the application of relevant PRC laws and regulations regarding Table of Contentslimitations on foreign ownership,regulatory review of overseas listing of PRCcompanies through a special purpose vehicle,and the validity and enforcement of theContractual Arrangements.We are also subject to the ris
29、ks of uncertainty about anyfuture actions of the PRC regulatory authorities in this regard that could disallowthe VIE structure,which would likely result in a material change in our operationsand/or cause the value of our Ordinary Shares to decrease significantly or becomeworthless.As of the date of
30、 this prospectus,the agreements under the ContractualArrangements have not been tested in any court of law.For a description of the VIEcontractual arrangements,see“Corporate History and Structure ContractualArrangements among Pengze WFOE,Gongwuyuan,and the Shareholders of the VIE”starting on page 97
31、 of this prospectus.See also“Risk Factors Risks relating to the VIE StructureThe relevant PRCregulatory authorities may find that the Contractual Arrangements with the VIE andits shareholders to operate our business in China do not comply with applicable PRCLaws,or if these applicable PRC Laws or th
32、e interpretation of existing applicablePRC Laws change in the future,we could be subject to severe penalties or be forcedto relinquish our interests in those operations.Additionally,such determination bythe PRC regulatory authorities and changes or interpretations in PRC Laws,ifoccurred,may cause si
33、gnificant decline in the value of our shares,or even renderour shares worthless;We rely on Contractual Arrangements with the VIE and certainshareholders of the VIE to consolidate financial results of the PRC operatingentities.We do not have an equity ownership in,direct foreign investment in,orcontr
34、ol of,through such ownership or investment,the VIE”on page 37 to 38 of thisprospectus.We are subject to certain legal and operational risks associated with the VIEoperations in China through the Contractual Arrangements.Additionally,PRC laws andregulations governing our current business operations s
35、ometimes involve uncertainty,and the change,application and interpretation of laws,regulations and economicpolicies applicable to our PRC operating entities and PRC subsidiaries couldadversely affect us and limit the legal protections available to you and us.The PRCgovernment may intervene or influe
36、nce the operations of the PRC operating entities atany time,or may exert control over their operations,by enactment or implementationof laws,regulation or policies to further regulatory,political and societal goals,which could result in material change in our operations and/or cause the value of our
37、Ordinary Shares to decrease significantly or become worthless.The Chinese regulatoryauthorities may strengthen the supervision of securities offering,listing andbusiness operation of U.S.listed Chinese companies,which could significantly limitor completely hinder our ability to offer or continue to
38、offer securities toinvestors and cause the value of such securities to significantly decline or beworthless.Recent statements by the Chinese regulatory authorities have indicated an intent tostrengthen the supervision of offerings that are conducted overseas and/or foreigninvestments in China based
39、issuers.Any future action by the Chinese regulatoryauthorities expanding the categories of industries and companies whose foreignsecurities offerings are subject to government review could significantly limit orcompletely hinder our ability to offer or continue to offer securities to investorsand co
40、uld cause the value of such securities to significantly decline or beworthless.In addition,recently,the PRC regulatory authorities announced to step upsupervision of Chinese companies listed offshore,including cracking down on illegalactivities in the securities market,enhancing supervision over ove
41、rseas listing ofdomestic enterprises,adopting new measures to extend the scope of cybersecurityreviews,and expanding efforts in anti-monopoly enforcement.On November14,2021,the Cyberspace Administration of China published the Administrative Regulations onInternet Data Security(Draft for Comment),or
42、the“Administrative RegulationsDraft”,which reiterates that data handlers that process the personal information ofmore than one million users listing in a foreign country should apply for acybersecurity review.On December28,2021,the Measures for Cybersecurity Review(2021 version)was promulgated and b
43、ecame effective on February 15,2022,whichiterates that any online platform operators controlling personal information of morethan one million users which seeks to list in a foreign stock exchange should besubject to cybersecurity review.On July 7,2022,the Measures for the SecurityAssessment of Outbo
44、und Data Transfers,or the Measures,was published and becameeffective on September 1,2022,which requires security assessment of outbound datatransfers in cases,among others,outbound transfer of personal information by acritical information infrastructure operator or a personal information processor w
45、hohas processed the personal information of more than one million people.We currentlydo not have over one million users personal information and do not anticipate thatwe will be collecting over one million users personal information in theforeseeable future.Further,the PRC operating entities busines
46、s operations do notinvolve any critical information infrastructure,and neither we nor the PRC operatingentities have received any notification from applicable PRC governmental authoritiesindicating that any of the PRC operating entities products or services aredetermined as critical information infr
47、astructure.In light of the above,our PRClegal counsel,Jingtian&Gongcheng,is of the view that we are not subject to thecybersecurity review for this offering under the Measures for Cybersecurity Review(2021 version),the Administrative Regulations Draft if enacted as proposed or theMeasures.As of the
48、Table of Contentsdate of this prospectus,neither we nor the PRC operating entities have received anynotification from applicable PRC governmental authorities indicating that we or ourPRC operating entities shall file for a cybersecurity review.In addition,as of thedate of this prospectus,neither we
49、nor our PRC operating entities have been subjectto any anti-monopoly investigation,penalty of litigation initiated by governmentauthorities or third parties.Furthermore,we will continue to monitor for updates ofapplicable PRC anti-monopoly laws and regulations.Currently,these statements andregulator
50、y actions have had no material impact on our daily business operations,theability to accept foreign investments and list our securities on a U.S.or otherforeign exchange.However,since these statements and regulatory actions are new,itis uncertain how soon legislative or administrative regulation mak
51、ing bodies willrespond and what existing or new laws or regulations or detailed implementations andinterpretations will be modified or promulgated,if any,and the potential impactsuch modified or new laws and regulations will have on our daily business operations,the ability to accept foreign investm
52、ents and list our securities on a U.S.or otherforeign exchange.We cannot assure you that relevant PRC government agencies wouldreach the same conclusion as we do or as advised by our PRC legal counsel.If we aresubject to such a probe or if we are required to comply with stepped-up supervisoryrequire
53、ments,valuable time from our management and money may be expended incomplying and/or responding to the probe and requirements,thus diverting valuableresources and attention away from our operations.This may,in turn,negativelyimpact our operations.See also“Risk FactorsRisks Relating to Doing Business
54、in ChinaThe Chinese regulatory authorities may strengthen the supervision ofsecurities offering,listing and business operation of U.S.listed Chinesecompanies,and the PRC government may intervene or influence the operations of thePRC operating entities at any time,or may exert control over their oper
55、ations,byenactment or implementation of laws,regulation or policies,which could result in amaterial change in our operations and significantly and adversely impact the value ofthe Ordinary Shares,including potentially causing the value of the Ordinary Sharesto decline or be worthless;PRC laws and re
56、gulations governing our currentbusiness operations sometimes involve uncertainty,and sudden or unexpected changesin laws and regulations in China applicable to us could adversely affect us and limitthe legal protections available to you and us;The PRC legal system is evolving,and the PRC laws and re
57、gulations governing our current business operations may beupdated and amended from time to time which could adversely affect us;Theapproval of the China Securities Regulatory Commission or other PRC regulatoryagencies may be required in connection with this registration under PRC law.”On February 17
58、,2023,the CSRC issued the Trial Administrative Measures of OverseasSecurities Offering and Listing by Domestic Companies(the“Trial AdministrativeMeasures”)and relevant supporting guidelines(collectively,the“New AdministrativeRules Regarding Overseas Listings”),which became effective on March 31,2023
59、.According to the New Administrative Rules Regarding Overseas Listings,among otherthings,a domestic company in the PRC that seeks to offer and list securities inoverseas markets shall fulfill the filing procedure with the CSRC.When a domesticcompany seeks to directly offer and list securities in ove
60、rseas markets,the issuershall file with the CSRC.When a domestic company seeks to indirectly offer and listsecurities in overseas markets,the issuer shall designate a major domestic operatingentity,which shall,as the domestic responsible entity,file with the CSRC.Initialpublic offerings or listings
61、in overseas markets shall be filed with the CSRC within3 working days after the relevant application is submitted overseas.The required filing materials with the CSRC include(without limitation):(i)record-filing reports and related undertakings,(ii)compliance certificates,filing orapproval documents
62、 from the primary regulators of applicants businesses(ifapplicable),(iii)security assessment opinions issued by related departments(ifapplicable),(iv)PRC legal opinions issued by domestic law firms(with relatedundertakings),and(v)prospectus or listing documents.In addition,under the New Administrati
63、ve Rules Regarding Overseas Listings,adomestic company is prohibited from overseas offering and listing if any of thefollowing circumstances is involved:(1)where such securities offering and listingis explicitly prohibited by provisions in laws,administrative regulations andrelevant state rules;(2)w
64、here the intended securities offering and listing mayendanger national security as reviewed and determined by competent authorities underthe State Council in accordance with law;(3)where the domestic company intending tomake the securities offering and listing,or its controlling shareholders and the
65、actual controller,have committed crimes such as corruption,bribery,embezzlement,misappropriation of property or undermining the order of the socialist market economyduring the latest three years;(4)where the domestic company intending to make thesecurities offering and listing is suspected of commit
66、ting crimes or major violationsof laws and regulations,and is under investigation according to law,and noconclusion has yet been made thereof;and(5)where there are material ownershipdisputes over equity held by the domestic companys controlling shareholder or byother shareholders that are controlled
67、 by the controlling shareholder and/or actualcontroller.Moreover,a domestic company that seeks to offer and list securities inoverseas markets shall abide by certain other regulatory requirements as set out inthe New Administrative Rules Regarding Table of ContentsOverseas Listings,including without
68、 limitation to,compliance with national secrecy,foreign investment,cybersecurity,data security,cross-border investment andfinancing,foreign exchange,and other laws and relevant provisions.Though webelieve that none of the situations that would clearly prohibit overseas offeringsand listings applies
69、to us,we cannot assure you that we will be able to receiveclearance of such filing requirements in a timely manner,or at all.Pursuant to the New Administrative Rules Regarding Overseas Listings and the Noticeon the Arrangement for Filing-based Administration of Overseas Offering and Listingby Domest
70、ic Companies issued by the CSRC on February 17,2023,we have to file withthe CSRC in accordance with the Trial Administrative Measures with respect to thisoffering before listing in the U.S.,which may materially delay the progress of theoffer of our Ordinary Shares,or even completely hinder our abili
71、ty to offer orcontinue to offer our Ordinary Shares if we fail to receive clearance of such filingrequirements.Since the New Administrative Rules Regarding Overseas Listings arenewly promulgated,and the interpretation and implementation thereof involvesuncertainties,we cannot assure you that we will
72、 be able to complete the relevantfilings in a timely manner or fulfil all the regulatory requirements thereunder.On February 24,2023,the CSRC promulgated the Provisions on StrengtheningConfidentiality and Archives Administration of Overseas Securities Offering andListing by Domestic Companies(the“Co
73、nfidentiality and Archives AdministrationProvisions”),which also became effective on March 31,2023.According to theConfidentiality and Archives Administration Provisions,domestic companies that seekoverseas offering and listing(either in direct or indirect means)and the securitiescompanies and secur
74、ities service(either incorporated domestically or overseas)providers that undertake relevant businesses shall institute a sound confidentialityand archives administration system,and take necessary measures to fulfillconfidentiality and archives administration obligations.They shall not leak anystate
75、 secret or working secret of government agencies,or harm national security andpublic interests.Furthermore,a domestic company that provides accounting archivesor copies of accounting archives to any entities,including securities companies,securities service providers and overseas regulators and indi
76、viduals,shall fulfilldue procedures in compliance with applicable regulations.Working papers produced inthe mainland China by securities companies and securities service providers in theprocess of undertaking businesses related to overseas offering and listing bydomestic companies shall be retained
77、in mainland China.Where such documents need tobe transferred or transmitted to areas outside of mainland China,relevant approvalprocedures stipulated by regulations shall be followed.We believe that this offeringdoes not involve the leaking of any state secret or working secret of governmentagencies
78、,or the harming of national security and public interests.However,we maybe required to perform additional procedures in connection with the provision ofaccounting archives.The specific requirements of the relevant procedures arecurrently unclear and we cannot be certain whether we will be able to pe
79、rform therelevant procedures.Any failure of us to fully comply with new regulatory requirements may significantlylimit or completely hinder our ability to offer or continue to offer our OrdinaryShares,cause significant disruption to our business operations,severely damage ourreputation,materially an
80、d adversely affect our financial condition and results ofoperations and cause our Ordinary Shares to significantly decline in value or becomeworthless.According to our PRC legal counsel,Jingtian&Gongcheng,under current effectivePRC laws and regulations,apart from the filing procedure with the CSRC u
81、nder the NewAdministrative Rules Regarding Overseas Listings,we and the PRC operating entitiesare currently not required to obtain permission from any of the PRC authorities toissue the Ordinary Shares to foreign investors.In addition,apart from the filingprocedure with the CSRC under the New Admini
82、strative Rules Regarding OverseasListings,we and the PRC operating entities are not required to obtain permission orapproval from the PRC authorities including CSRC or CAC to issue the Ordinary Sharesto foreign investors,nor have we,or the PRC operating entities,applied for orreceived any denial for
83、 registration.However,recently,the General Office of theCentral Committee of the Communist Party of China and the General Office of the StateCouncil jointly issued the“Opinions on Severely Cracking Down on Illegal SecuritiesActivities According to Law,”or the Opinions,which was made available to the
84、public on July 6,2021.The Opinions emphasized the need to strengthen theadministration over illegal securities activities,and the need to strengthen thesupervision over overseas listings by Chinese companies.Effective measures,such aspromoting the construction of relevant regulatory systems will be
85、taken to deal withthe risks and incidents of China-concept overseas listed companies,and cybersecurityand data privacy protection requirements and similar matters.The Opinions and anyrelated implementing rules to be Table of Contentsenacted may subject us to compliance requirement in the future.Give
86、n some applicablelaws and regulations were newly issued,there involve uncertainties regarding theirinterpretation and application,which can change quickly with little advance notice,we cannot assure you that relevant PRC government agencies would reach the sameconclusion as we do or as advised by ou
87、r PRC legal counsel.However,(i)if weinadvertently concluded that such permissions or approvals are not required,or(ii)if the Cyberspace Administration of China or other regulatory PRC agencieslater promulgate new rules requiring that we obtain their approvals to issue theOrdinary Shares to foreign i
88、nvestors,and we are unable to obtain such approval in atimely manner or obtain a waiver of such approval requirements,then our operations,financial conditions,and results of operations could be adversely affected,directlyor indirectly,and even we may not be able to list on a U.S.national securitiese
89、xchange.In addition,any uncertainties and/or negative publicity regarding such anapproval requirement could have a material adverse effect on the trading price of oursecurities.Our Ordinary Shares may be prohibited to trade on an U.S.exchange or“over-the-counter”markets under the Holding Foreign Com
90、panies Accountable Act,as amended bythe Consolidated Appropriation Act,2023(the“HFCA Act”)if the Public CompanyAccounting Oversight Board(the“PCAOB”)is unable to inspect our auditors for twoconsecutive years.The Consolidated Appropriations Act,2023,was signed into law onDecember 29,2022,which amende
91、d the HFCA Act(i)to reduce the number of consecutiveyears that would trigger delisting from three years to two years,and(ii)so thatany foreign jurisdiction could be the reason why the PCAOB does not to have completeaccess to inspect or investigate a companys auditors.As it was originally enacted,the
92、 HFCA Act applied only if the PCAOBs inability to inspect or investigate becauseof a position taken by an authority in the foreign jurisdiction where the relevantpublic accounting firm is located.As a result of the Consolidated AppropriationsAct,2023,the HFCA Act now also applies if the PCAOBs inabi
93、lity to inspect orinvestigate the relevant accounting firm is due to a position taken by an authorityin any foreign jurisdiction.The denying jurisdiction does not need to be where theaccounting firm is located.Pursuant to the HFCA Act,the PCAOB issued a Determination Report on December16,2021,which
94、found that the PCAOB is unable to inspect or investigate completelyregistered public accounting firms headquartered in:(1)mainland China of the PRC,and(2)Hong Kong.In addition,the PCAOBs report identified the specificregistered public accounting firms which are subject to these determinations.OnAugu
95、st26,2022,the PCAOB signed a Statement of Protocol with the China SecuritiesRegulatory Commission,or the CSRC,and the Ministry of Finance of the PRC,takingthe first step toward opening access for the PCAOB to inspect and investigateregistered public accounting firms headquartered in mainland China a
96、nd HongKong.OnDecember 15,2022,the PCAOB announced that it“was able to secure complete accessto inspect and investigate audit firms in the Peoples Republic of China(PRC)forthe first time in history,in 2022.Therefore,on December 15,2022,the PCAOB Boardvoted to vacate previous determinations to the co
97、ntrary.”Notwithstanding theforegoing,uncertainties exist with respect to the implementation of these provisionsand there is no assurance that the PCAOB will be able to execute,in a timely manner,its future inspections and investigations in a manner that satisfies the Statement ofProtocol.Our former
98、auditor,Friedman LLP(“Friedman”),the independent registeredpublic accounting firm that issued the audit report included in this prospectus,asan auditor of companies that are traded publicly in the United States and a firmregistered with the PCAOB,was subject to laws in the United States pursuant to
99、whichthe PCAOB conducts regular inspections to assess Friedmans compliance withapplicable professional standards.Friedman was headquartered in Manhattan,NewYorkwith no branches or offices outside the United States and had been inspected by thePCAOB on a regular basis,with the last inspection in Octo
100、ber 2020.Friedman LLP wasmerged with Marcum LLP on September 1,2022 and filed its application to withdraw thePCAOB registration on December 30,2022.On February 21,2023,the Company engagedKreit&Chiu CPA LLP(“Kreit&Chiu”)as its independent registered publicaccounting firm for the fiscal year ended Dec
101、ember 31,2022.Our current auditors,Kreit&Chiu,is located at New York,New York,and has been inspected by the PCAOB.The Company will not engage any independent public accounting firm headquartered inmainland China or Hong Kong or not subject to the PCAOBs inspections.In the eventthat,in the future,eit
102、her there is any regulatory change or step taken by PRCregulators that does not permit our auditor to provide audit documentations locatedin China or HongKong to the PCAOB for inspection or investigation or the PCAOBexpands the scope of the Determination so that we are subject to the HFCA Act,as the
103、same may be amended,you may be deprived of the benefits of such inspection whichcould result in limitation or restriction to our access to the U.S.capital marketsand trading of our securities,including trading on an U.S.national securitiesexchange and trading on“over-the-counter”markets,may be prohi
104、bited under the HFCAAct.See“Risk Factors Risks Relating to The Offering A recent jointstatement by the SEC and the Public Company Accounting Oversight Board(UnitedStates),or the“PCAOB,”proposed rule changes submitted Table of Contentsby Nasdaq,and an act passed by the U.S.Senate all call for additio
105、nal and morestringent criteria to be applied to emerging market companies upon assessing thequalification of their auditors,especially the non-U.S.auditors who are notinspected by the PCAOB.These developments could add uncertainties to our listing onNasdaq in the future.”As of the date of this prosp
106、ectus,no cash transfer or transfer of other assets haveoccurred between Baiya,its subsidiaries,and the consolidated VIE as well as thesubsidiaries of the VIE.As of the date of this prospectus,none of oursubsidiaries,consolidated VIE or the subsidiaries of the VIE have made any dividendsor distributi
107、ons to Baiya.As of the date of this prospectus,we do not have anyU.S.investors,so no dividends or distributions have been made to anyU.S.investors.We intend to keep any future earnings to re-invest in and financethe expansion of the business of the PRC operating entities,and we do not anticipatethat
108、 any cash dividends will be paid in the foreseeable future.Currently,we,including our consolidated VIE and the subsidiaries of the VIE,have not adopted ormaintained any cash management policies and procedures to govern cash transferbetween Baiya,its subsidiaries,and the consolidated VIE as well as t
109、he subsidiariesof the VIE,and each entity is required to comply with applicable law or regulationswith respect to transfer of funds,dividends and distributions with other entities.See“Unaudited Condensed Consolidated Schedule of Financial Position”on page 20 ofthis prospectus for additional informat
110、ion.For details about the applicable PRCregulations and rules relating to such cash transfers through between Baiya,itssubsidiaries,and the consolidated VIE as well as the subsidiaries of the VIE,andthe associated risks,see“Dividends and Other Distributions”on pages7 to 8 ofthis prospectus,“Summary
111、of Risk Factors Risks Relating to Doing Business inChina”on page 11 of this prospectus,“Risk Factor Risks Relating to DoingBusiness in China We rely on dividends and other distributions on equity paid byour PRC subsidiary to fund any cash and financing requirements we may have,and anylimitation on t
112、he ability of our PRC subsidiary to make payments to us could have amaterial adverse effect on our ability to conduct our business”on page 50 of thisprospectus,“Risk Factors Risks Relating to Doing Business in China Regulatorymeasures on currency exchange under PRC Laws may affect our ability to con
113、vert cashderived from our operating activities into foreign currencies and may affect thevalue of your investment”on page 52 of this prospectus,and“Dividend Policy”onpage 71 of this prospectus.Under Cayman Islands law,a Cayman Islands company may pay a dividend on its sharesout of either profit or s
114、hare premium amount or a combination of both,provided thatin no circumstances may a dividend be paid if this would result in the company beingunable to pay its debts due in the ordinary course of business.If we determine topay dividends on any of our Ordinary Shares in the future,as a holding compan
115、y,wewill rely on payments made from Gongwuyuan to Pengze WFOE,pursuant to theContractual Arrangements between them,and the distribution of such payments toJuxing Investment Group(HongKong)Limited(“Juxing HK”)as dividends from PengzeWFOE,unless we receive proceeds from future offerings.Certain paymen
116、ts fromGongwuyuan to Pengze WFOE are subject to PRC taxes,including value added tax,orVAT,and enterprise income tax.Neither the U.S.Securities and Exchange Commission nor any statesecurities commission has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this pro
117、spectus.Any representationto the contrary is a criminal offense.Per Share TotalWithoutOver-Total WithOver-AllotmentAllotmentOptionOptionPublic offering price$5.00$15,000,000$17,250,000Underwriting discount(1)$0.375$1,125,000$1,293,750Proceeds to us,before expenses(2)$4.625$13,875,000$15,956,250_(1)R
118、epresents underwriting discounts equal to 7.5%per Ordinary Share.We have granted a 45-day option to the underwriters to purchase up to an additional450,000 ordinary shares solely to cover over-allotment,if any.Table of ContentsThe underwriters expect to deliver the ordinary shares against payment as
119、 set forthunder“Underwriting”,on or about,2023.Revere Securities LLCThe date of this prospectus is,2023 Table of ContentsTABLE OF CONTENTS PageCOMMONLY USED DEFINED TERMS iiPROSPECTUS SUMMARY 1SUMMARY CONSOLIDATED FINANCIAL DATA 17RISK FACTORS 24SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND
120、INDUSTRY DATA ANDFORECASTS 68USE OF PROCEEDS 70DIVIDEND POLICY 71CAPITALIZATION 72DILUTION 73MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 74CORPORATE HISTORY AND STRUCTURE 95INDUSTRY 101BUSINESS 110REGULATIONS 119MANAGEMENT 134PRINCIPAL SHAREHOLDERS 140RELATED
121、PARTY TRANSACTIONS 143DESCRIPTION OF SHARE CAPITAL 146SHARES ELIGIBLE FOR FUTURE SALE 153MATERIAL INCOME TAX CONSIDERATION 155UNDERWRITING 160EXPENSES RELATING TO THIS OFFERING 164LEGAL MATTERS 164EXPERTS 164CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT 164ENFORCEABILITY OF CIVIL LIABILITIES 165WHERE
122、YOU CAN FIND ADDITIONAL INFORMATION 167INDEX TO FINANCIAL STATEMENTS F-1Neither we nor the underwriters have authorized anyone to provide you withinformation different from that contained in this prospectus or any free-writingprospectus prepared by or on behalf of us or to which we have referred you
123、.We andthe underwriters take no responsibility for,and can provide no assurance as to thereliability of,any other information that others may give you.We and theunderwriters are offering to sell,and seeking offers to buy,the Ordinary Sharesonly in jurisdictions where offers and sales are permitted.T
124、he information containedin this prospectus is current only as of the date of this prospectus,regardless ofthe time of delivery of this prospectus or of any sale of the Ordinary Shares.We have not taken any action to permit a public offering of the Ordinary Sharesoutside the United States or to permi
125、t the possession or distribution of thisprospectus outside the UnitedStates.Persons outside the UnitedStates who comeinto possession of this prospectus must inform themselves about and observe anyrestrictions relating to the offering of the Ordinary Shares and the distribution ofthe prospectus outsi
126、de the UnitedStates.iTable of ContentsCOMMONLY USED DEFINED TERMSUnless specifically described otherwise,as used in this prospectus and in thecontext of describing our consolidated financial information,the terms“we,”“us,”“our company,”“our”,and“Group”refer to Baiya International GroupInc.,a Cayman
127、Islands holding company,its subsidiaries,the VIE and itssubsidiaries in China,as the context requires.“Baiya”refers to Baiya International Group Inc.,a Cayman Islands holdingcompany.“Blue-collar workers”refers to the group of working-class people whoperform manual labor and mainly include workers in
128、 manufacturing,construction,mining and postal industries.“China”and“PRC”refer to the Peoples Republic of China,including thespecial administrative regions of Hong Kong,Macau and Taiwan.The term“Chinese”has a correlative meaning for the purpose of this prospectus.When used in the case of laws,regulat
129、ions and rules,of“China”or“thePRC”,it refers to only such laws,regulations and rules of mainland China.When used in the case of government,governmental authorities,regulatoryagencies,courts,jurisdictions,tax,entities,enterprises,individuals andresidents of“China”or“the PRC”or“Chinese”,it refers to o
130、nly suchgovernment,governmental authorities,regulatory agencies,courts,jurisdictions,tax,entities,enterprises,individuals and residents ofmainland China.“Contractual Arrangements”means those agreements entered into by andamong Pengze WFOE,Gongwuyuan and certain shareholders of Gongwuyuan,including t
131、he Business Operation Agreement and Powers of Attorney,ExclusiveConsulting and Service Agreement,Equity Disposal Agreement,Equity PledgeAgreement and Agency Agreement,each dated December 29,2021,and theSpousal Consent Letter dated September22,2022,which grants Pengze WFOEcontractual rights to(i)dire
132、ct the activities of the VIE that mostsignificantly impacts the VIEs economic performance,(ii)receivesubstantially all of the economic benefits of the VIE and its subsidiaries;and(iii)have an exclusive option to purchase all or part of the equityinterests in and assets of the VIE and its subsidiarie
133、s when and to theextent permitted by PRC law.The Exclusive Consulting and Service Agreementbetween Penze WFOE and Gongwuyuan was supplemented on December 21,2022 toclarify that no consulting services fees pertaining to the agreement need tobe paid for the period December 29,2021 to December 31,2021.
134、“Customer”and/or“Customers”refer to customers to our projectoutsourcing service and labor dispatching service models.“Employing Company”and/or“Employing Companies”refer to companiesthat need labor force for their production and facilities and areemployers seeking workers under our job matching servi
135、ces and entrustedrecruitment service model.The Employing Companies are usually in themanufacturing sector,construction,mining,postal,and other industriesthat require a lot of manpower.“Flexible Employment”in China refers to the allocation and arrangement oflabor employment by employers outside of th
136、e standard employmentrelationship by providing flexible remuneration to workers,such as toimprove control of employment costs while increasing efficiency ofrecruitment driven by market fluctuation.“Gongwuyuan”and/or“VIE”refer to Shenzhen Gongwuyuan NetworkTechnology Co.,Ltd.,a PRC company.“HR Servic
137、e Company”and/or“HR Service Companies”refer to companieswho recruit workers according to the employment needs required by theEmploying Company and Customers.“Juxing HK”refers to Juxing Investment Group(Hong Kong)Limited,aHongKong company.“Mainland China”or“Chinese mainland”refer to the Peoples Repub
138、lic ofChina,excluding,solely for the purpose of this prospectus,the specialadministrative regions of HongKong,Macau and Taiwan.The term“mainlandChinese”has a correlative meaning for the purpose of this prospectus.“Pengze WFOE”refers to Shenzhen Pengze Future Technology Co.,Ltd.,a PRCcompany.“PRC ope
139、rating entities”refers to the VIE,Gongwuyuan,and itssubsidiaries.“Ruifeng BVI”refers to Ruifeng International Group Limited,a BritishVirgin Islands company.iiTable of Contents“SaaS”refers to Software-as-a-service.“Shares,”“Shares,”or“Ordinary Shares”are to the ordinary shares ofBaiya International G
140、roup,Inc.,par value$0.0001 per share;“White-collar workers”refers to the general term for employees andworkers who do not perform manual labor in an enterprise,includingmanagers,technicians and administrative workers.All references to“RMB,”“yuan”and“Renminbi”are to the legalcurrency of China;all ref
141、erences to“HKD”is to the legal currency ofHongKong;and all references to“USD,”and“U.S.dollars”are to thelegal currency of the UnitedStates.Unless otherwise noted,all other financial and other data related to the company inthis prospectus is presented in U.S.dollars.We present our financial results i
142、nU.S.dollars.We make no representation that any RMB or U.S.dollar amounts couldhave been,or could be,converted into U.S.dollars or RMB,as the case may be,atany particular rate,or at all.The PRC regulatory authorities have taken a series ofmeasures to regulate the conversion of RMB into foreign excha
143、nge.This prospectuscontains translations of certain foreign currency amounts into U.S.dollars for theconvenience of the reader.Unless otherwise stated,all translations of RMB intoU.S.dollars in this prospectus were made at the following rates,as set forth inthe H.10 statistical release of the Board
144、of Governors of the Federal Reserve Systemfor the six months ended June 30,2023 and 2022,and for the years ended December 31,2022 and 2021:2023 2022Balance sheet date spot rate(as of June 30,2023 andDecember 31,2022):$7.2516$6.8970Average rate(for the six months ended June 30,2023 and2022):$6.9300$6
145、.4791 For theYears EndedDecember31,2022 2021Period end RMB to USD exchange rate 6.8970 6.3726Period average RMB to USD exchange rate 6.7290 6.4508iiiTable of ContentsPROSPECTUS SUMMARYThis summary highlights certain information contained elsewhere in this prospectus.You should read the entire prospe
146、ctus carefully,especially the“Risk Factors,”“Managements Discussion and Analysis of Financial Condition and Results ofOperations”and our consolidated financial statements and the accompanying notes tothose statements,included elsewhere in this prospectus,before making aninvestment decision.The reade
147、r should not put undue reliance on the forward-looking statements in this prospectus,which speak only as of the date of thisprospectus.This prospectus contains information from a May 2022,Research Report on ChinaRecruitment Crowdsourcing Market(“iResearch Report”),commissioned by us andprepared by i
148、Research Co.,Ltd.,a market research firm(“iResearch”),to provideinformation on the recruitment crowdsourcing market in China.OverviewWe,Baiya International Group Inc.(“Baiya”),are an offshore holding companyincorporated in the Cayman Islands.We are not a Chinese operating company,but anoffshore hold
149、ing company incorporated in the Cayman Islands.As a holding company,we have no material operations and conduct all of our operations in China throughthe VIE,Shenzhen Gongwuyuan Network Technology Co.,Ltd.(“Gongwuyuan”),and itssubsidiaries,collectively,“PRC operating entities”.We entered into a serie
150、s ofContractual Arrangements with the VIE and certain shareholders of Gongwuyuan,andthis structure involves unique risks to investors.See“Risk FactorsRisksRelating to Doing Business in China”for more information.Neither we nor ourdirect and indirect subsidiaries own any equity interests in the PRC o
151、peratingentities.Gongwuyuan started to provide job matching services in 2017.In November 2019,Gongwuyuan began developing its cloud-based internet platform to provide one-stopcrowdsourcing recruitment and SaaS-enabled HR solutions on the“Gongwuyuan Platformto supplement its offline job matching serv
152、ices,and started to position itself asa SasS-enabled HR technology company by introducing its Gongwuyuan Platform in theflexible employment marketplace.We have been and will continue to strategicallydevelop and improve the Gongwuyuan Platform with product features that worktogether with our traditio
153、nal offline service model to improve the job matching andHR related services in the flexible employment marketplace.Currently our business focuses on four(4)primary services:(i)job matchingservices;(ii)entrusted recruitment services;(iii)project outsourcing services;and(iv)labor dispatching services
154、 in the flexible employment market within China,primarily in the core manufacturing regions including the Pearl River Delta andYangtze River Delta region.With respect to labor dispatching services,however,weare strategically reducing this service,considering the negative gross profithistorically.Gon
155、gwuyuan plans to pursue its business growth by continuing tosupplement its existing offline service model by introducing and integrating itsGongwuyuan Platform to provide better services in the flexible employment marketthroughout China.In addition,we plan to improve our services by continuing todev
156、elop and integrate digital technologies including crowdsourcing,big data andartificial intelligence to enhance the Gongwuyuan Platform.We believe theseefforts will allow us to provide sufficient job matching and one-stop SaaS-enabledHR solutions to Customers,Employing Companies and workers in the fl
157、exibleemployment marketplace throughout China.This is an offering of the Ordinary Shares of the Cayman Islands offshore holdingcompany,Baiya.You are not investing in the PRC operating entities.Instead,weconsolidate the financial results of Gongwuyuan as the primary beneficiary throughthe Contractual
158、 Arrangements.Please see“Corporate History andStructure Contractual Arrangements among Pengze WFOE,Gongwuyuan,and theShareholders of the VIE.”Corporate StructureThe following diagram summarizes our corporate legal structure and identifies oursubsidiaries,the VIE and its subsidiaries as of the date o
159、f this prospectus.Unless otherwise specified,equity interests depicted in this diagram are held100%.The relationships between WFOE and Gongwuyuan as illustrated in this diagramare governed by the Contractual Arrangements and do not constitute equityownership.1Table of Contents2Table of ContentsWe ar
160、e an offshore holding company incorporated in the Cayman Islands.As a holdingcompany,we have no material operations and we conduct our operations in Chinathrough the VIE,Gongwuyuan,and its subsidiaries,or collectively,“the PRCoperating entities”.This is an offering of our Ordinary Shares,instead of
161、sharesof the VIE or any of the PRC operating entities,therefore,our investors may neverdirectly hold equity interests in the PRC operating entities.You are not investingin the PRC operating entities as neither we nor our subsidiaries own any share orequity interest in the PRC operating entities.Inst
162、ead,we consolidate thefinancial results of Gongwuyan as the primary beneficiary through the ContractualArrangements between our indirectly wholly-foreign owned subsidiary entity,Shenzhen Pengze Future Technology Co.,Ltd(“Pengze WFOE”),Gongwuyuan and certainshareholders of Gongwuyuan.Contractual Arra
163、ngements among Pengze WFOE,Gongwuyuan,and theShareholders of the VIEPengze WFOE,our indirect wholly-foreign owned subsidiary,and Gongwuyuan,as wellas certain shareholders of Gongwuyuan entered into a series of ContractualArrangements in December2021.The Contractual Arrangements are designed to allow
164、Baiya to consolidate Gongwuyuans operations and financial results in Baiyasfinancial statements in accordance with U.S.GAAP as the primary beneficiary.Due to PRC legal restrictions on foreign ownership in certain sectors or othermatters,such as value-added telecommunications services,or VATS,many Ch
165、ina-basedoperating companies had to list on a U.S.exchange through ContractualArrangements,or a VIE structure,without a direct ownership in main operatingentities.Gongwuyuans operations involve in the VATS,which is classified as asector that restricts foreign ownership.With the advice of our PRC cou
166、nsel,Baiyahas elected to utilize the VIE structure.Recently,the PRC regulatory authorities initiated a series of regulatory actionsand statements that affected overseas securities offering,listing and certainindustries,including cracking down on illegal activities in the securities market,enhancing
167、supervision over overseas listing of domestic enterprises,adopting newmeasures to extend the scope of cybersecurity reviews,and expanding their effortsin anti-monopoly enforcement.Although we chose a VIE structure,we are subject tocertain risks and uncertainties that may not otherwise exist if we ha
168、d a directequity ownership in the operating entities.The VIE structure has inherent risksthat may affect your investment,including less effectiveness and certaintiescompared to direct ownership,and potential substantial costs to enforce the termsof the Contractual Arrangements in the event of a disp
169、ute.See“Risk FactorsRisks relating to the VIE StructureWe rely on Contractual Arrangements withthe VIE and certain shareholders of the VIE to consolidate financial results of thePRC operating entities.We do not have an equity ownership in,direct foreigninvestment in,or control of,through such owners
170、hip or investment,the VIE.”Dueto uncertainties regarding the interpretation and application of relevant PRC lawsand regulations in connection with the VIE structure or VIE Agreements,our abilityto enforce the VIE Agreements could be substantially hampered.See“RiskFactorsRisks Relating to Doing Busin
171、ess in ChinaPRC laws and regulationsgoverning our current business operations sometimes involve uncertainty,and suddenor unexpected changes in laws and regulations in China applicable to us couldadversely affect us and limit the legal protections available to you and us.”Furthermore,these Contractua
172、l Arrangements may not be enforceable in China if PRCgovernment authorities or courts take a view that such Contractual Arrangementscontravene PRC laws and regulations or are not otherwise enforceable for publicpolicy reasons.In the event we are unable to enforce these ContractualArrangements,we may
173、 not be able to exert effective control over Gongwuyuan,andour ability to conduct our business may be materially and adversely affected.Formore information,see“Risk FactorsRisks relating to the VIEStructureThe relevant PRC regulatory authorities may find that the ContractualArrangements with the VIE
174、 and its shareholders to operate our business in China donot comply with applicable PRC Laws,or if these applicable PRC Laws or theinterpretation of existing applicable PRC Laws change in the future,we could besubject to severe penalties or be forced to relinquish our interests in thoseoperations.Ad
175、ditionally,such determination by the PRC regulatory authorities andchanges or interpretations in PRC Laws,if occurred,may cause significant declinein the value of our shares,or even render our shares worthless.”The following is a brief description of the Contractual Arrangements entered intoin Decem
176、ber2021,between Pengze WFOE,Gongwuyuan,and certain shareholders of theVIE,and the Spousal Consent Letters dated September22,2022:Business Operation Agreement.The Pengze WFOE entered into a businessoperation agreement with Gongwuyuan and certain shareholders of the VIE onDecember 29,2021,pursuant to
177、which(1)Gongwuyuan shall not enter into anytransaction which may materially affect its assets,businesses,employees,obligations,rights or operations without the written consent of the Pengze WFOE orany other party designated by the Pengze WFOE;(2)Gongwuyuan and3Table of Contentscertain shareholders a
178、gree to accept suggestions by the Pengze WFOE in respect ofthe employment and dismissal of Gongwuyuans employees,daily operations andfinancial management of Gongwuyuan;and(3)Gongwuyuan and the shareholders shallappoint the individuals designated by the Pengze WFOE as the directors(includingthe execu
179、tive director)of Gongwuyuan,and shall appoint the persons recommended bythe Pengze WFOE as the general manager,chief financial officer and other seniormanagement members and officers of Gongwuyuan.The term of the business operationagreement shall be ten(10)years from the effective date unless termin
180、ated by thePengze WFOE upon thirty(30)days advance notice to Gongwuyuan and theshareholders.Upon request by the Pengze WFOE,the parties shall extend the term ofthe business operation agreement by entering into a new business operationagreement or continue performing the existing business operation a
181、greement.Powers of Attorney.Each of the signing shareholders of Gongwuyuan executed apower of attorney on December29,2021(the“Powers of Attorney”)to irrevocablyappoint the Pengze WFOE or the person designated by the board of directors or theexecutive director of the Pengze WFOE as its agent to act o
182、n its behalf to exercisetheir shareholders and voting rights in the name of the shareholders in accordancewith the applicable PRC laws and regulations and the articles of association ofGongwuyuan.Exclusive Consulting and Service Agreement.Under an exclusive consulting andservice agreement dated Dece
183、mber29,2021,entered into between the Pengze WFOE andGongwuyuan,the Pengze WFOE shall have the exclusive right to provide Gongwuyuanwith consulting and related services.Such services include:(a)Research and development services of business-related software;(b)Providing business-related technical serv
184、ices,applications,andexecution,including but not limited to design,installation,and testingof all systems;(c)Providing daily maintenance support,upgrade,maintenance,monitoring,and troubleshooting of computer network equipment and other technicalservices;(d)Pre-job,on-the-job,and technical training s
185、ervices for personnel;(e)Technology development and transfer services;(f)Public relations services;(g)Market research and consulting services(excluding market researchservices that are prohibited by the laws of the Peoples Republic ofChina for foreign-invested enterprises);(h)Services for the formul
186、ation of medium and short-term market developmentand market plans;(i)Consulting services related to business compliance;(j)Organization and planning services related to marketing and customeractivities;(k)Intellectual property licenses;(l)Equipment provision and rental;and(m)Management consulting se
187、rvices and other business and technical consultingservices related to business operation.Without the Pengze WFOEs prior written consent,Gongwuyuan may not accept servicescovered by the exclusive consulting and service agreement from any third partyduring the term of the agreement.In addition,the Pen
188、gze WFOE shall own allrights,titles,interests and intellectual property rights arising out of theperformance of the exclusive consulting and service agreement,provided,however,that if the development of such intellectual property is based on the intellectualproperty rights of Gongwuyuan,Gongwuyuan s
189、hall ensure that such rights are free ofany defect or Gongwuyuan shall bear the loss caused to the Pengze WFOE.Asconsideration,Gongwuyuan agrees to pay the ninety-five percent(95%)of its pre-tax profit,for each profitable fiscal year,and deducting any loss(if any)in theprevious year,the necessary co
190、sts,expenses,taxes incurred in the year and thewithdrawn statutory reserve fund that must be withdrawn according to law by thePengze WFOE.4Table of ContentsThe exclusive consulting and service agreement shall remain effective for ten(10)years from the effective date unless terminated by mutual agree
191、ment betweenthe Pengze WFOE and Gongwuyuan.or unilaterally terminated by the Pengze WFOE inadvance.Upon request by the Pengze WFOE,the parties shall extend the term of theexclusive consulting and service agreement by entering into a new exclusiveconsulting and service agreement or continue performin
192、g the existing exclusiveconsulting and service agreement.The Exclusive Consulting and Service Agreement between Penze WFOE and Gongwuyuanwas supplemented on December 21,2022 to clarify that no consulting service seespertaining to the agreement need to be paid for the period December 29,2021 toDecemb
193、er 31,2021.Equity Disposal Agreement.The Pengze WFOE entered into an equity disposalagreement with Gongwuyuan and certain shareholders of the VIE on December29,2021.Pursuant to the equity disposal agreement,the shareholders and Gongwuyuan havegranted the Pengze WFOE(or its designee)an exclusive opti
194、on to acquire all or aportion of the ninety-five percent(95%)equity held by the shareholders and all ora portion of the ninety-five percent(95%)assets of Gongwuyuan at the priceequivalent to the lowest price then permitted under PRC law.The Pengze WFOE may,at its sole discretion,at any time exercise
195、 the option.Moreover,the Pengze WFOEmay designate a third party to exercise the option on its behalf.Under the equity disposal agreement,Gongwuyuan may not,among other obligations,sell,transfer,mortgage or otherwise dispose of any asset,business or income,orallow any other security interest to be cr
196、eated on them,enter into transactionsthat will materially and adversely affect its assets,responsibilities,operations,equity and other legitimate rights,distribute dividends and bonuses in any form toall shareholders,incur,inherit,guarantee or permit to subsist any debt except inthe ordinary course
197、of business unless otherwise expressly agreed to by the PengzeWFOE,enter into any material contracts except in the ordinary course of business,increase or decrease the registered capital of Gongwuyuan or otherwise change thestructure of the registered capital,supplement,modify or amend the articles
198、ofassociation of Gongwuyuan in any way,or merge or associate with any person,oracquire any person or invest in any person.In addition,the shareholders may not,among other obligations,supplement,modify or amend the articles of association ofGongwuyuan that will materially and adversely affect Gongwuy
199、uans assets,liabilities,operations,equity and other rights,cause Gongwuyuan to enter intotransactions that will materially and adversely affect Gongwuyuans assets,responsibilities,operations,equity and other rights,adopt a resolution on thedistribution of dividends and bonuses,sell,transfer,mortgage
200、 or dispose of theirequity interest in any way,sell,transfer,mortgage or dispose of the rights ofany equity and assets of Gongwuyuan,or allow any other security interest to becreated on them,approve the merger or association or reorganization in any otherform,and independently wind up,liquidate or d
201、issolve Gongwuyuan.The equity disposal agreement shall remain effective for ten(10)years from theeffective date.Upon request by the Pengze WFOE,the parties shall extend the termof the equity disposal agreement by entering into a new equity disposal agreementor continue performing the existing equity
202、 disposal agreement.Equity Pledge Agreement.The Pengze WFOE entered into an equity pledgeagreement with certain shareholders of the VIE on December29,2021,pursuant towhich the shareholders have pledged ninety-five percent(95%)of equity interestsin Gongwuyuan held by them,and all current and future r
203、ights and interests basedon such equity,as priority security guarantees in favor of the Pengze WFOE tosecure the performance of Gongwuyuan and the shareholders performance of theirobligations under,where applicable,(i)the Exclusive Consulting and ServiceAgreement,(ii)the Equity Disposal Agreements,a
204、nd(iii)the Business OperationAgreement(collectively,the“Principal Agreements”).The Pengze WFOE is entitledto exercise its right for the priority of compensation obtained by theshareholders pledged interests in the equity of Gongwuyuan in the event thateither the shareholders or Gongwuyuan fails to p
205、erform their respective obligationsunder the Principal Agreements.The Pengze WFOE may transfer all or any of itsrights and obligations under the equity pledge agreement to any designated thirdparty.The equity pledge agreement will remain in full force and effective untilGongwuyuan and the shareholde
206、rs have satisfied their obligations under thePrincipal Agreements.Agency Agreement.The Pengze WFOE entered into an agency agreement withcertain shareholders of the VIE on December 29,2021,pursuant to which theshareholders granted the Pengze WFOE an irrevocable right to exercise the votingrights of t
207、he shareholders in accordance with the laws of the PRC and the Articlesof Association of Gongwuyuan,for the maximum period permitted by law.Theshareholders shall authorize the person appointed by the Pengze WFOE to exerciseall the voting rights held by them regardless of any change in the equity ofG
208、ongwuyuan.In addition,the shareholders shall not transfer any of theirshareholders rights and interests in Gongwuyuan to any5Table of Contentsindividual or other company other than the Pengze WFOE or any person or entitydesignated by the Pengze WFOE.The agency agreement shall come into effect upon i
209、tsexecution,and may be terminated by the unanimous consent of all parties orunilaterally by the Pengze WFOE with a thirty(30)days advance notice.Spousal Consent Letter.Each spouse of relevant individual shareholders ofGongwuyuan has signed a Spousal Consent Letter.Under the Spousal Consent Letter,th
210、e signing spouse has unconditionally and irrevocably agreed that the dispositionof the equity interest in Gongwuyuan which is held by and registered under the nameof his or her spouse shall be made pursuant to the above-mentioned BusinessOperation Agreement and Powers of Attorney,Equity Disposal Agr
211、eement,EquityPledge Agreement,and Agency Agreement,signed by his or her spouse,as amendedfrom time to time.Each of the signing spouse undertakes to take necessary actionsto ensure the performance of above-mentioned VIE agreements.Based on the foregoing Contractual Arrangements,Baiya is allowed to co
212、nsolidateGongwuyuans operations and financial results in Baiyas consolidated financialstatements for the periods presented herein as if the current corporate structurehad been in existence throughout the periods presented under common control inaccordance with Regulation S-X-3A-02 promulgated by the
213、 SEC and AccountingStandards Codification(“ASC”)810-10,Consolidation.As we chose such VIE structure,we are subject to certain unique risks anduncertainties that may not otherwise exist if we had direct equity ownership in thePRC operating entities.Because we do not directly hold equity interests in
214、the VIEand its subsidiaries,our Contractual Arrangements may not be effective inproviding control over Gongwuyuan.Further,we are subject to risks due touncertainty of the interpretation and the application of relevant PRC laws andregulations regarding limitations on foreign ownership,regulatory revi
215、ew ofoverseas listing of PRC companies through a special purpose vehicle,and thevalidity and enforcement of the Contractual Arrangements.We are also subject tothe risks of uncertainty about any future actions of the PRC regulatory authoritiesin this regard that could disallow the VIE structure,which
216、 would likely result ina material change in our operations and/or cause the value of our Ordinary Sharesto decrease significantly or become worthless.However,as of the date of thisprospectus,the agreements under the Contractual Arrangements have not been testedin any courts of law.For more details,p
217、lease see“Risk Factors Risks relatingto the VIE StructureThe relevant PRC regulatory authorities may find that theContractual Arrangements with the VIE and its shareholders to operate our businessin China do not comply with applicable PRC Laws,or if these applicable PRC Laws orthe interpretation of
218、existing applicable PRC Laws change in the future,we couldbe subject to severe penalties or be forced to relinquish our interests in thoseoperations.Additionally,such determination by the PRC regulatory authorities andchanges or interpretations in PRC Laws,if occurred,may cause significant declinein
219、 the value of our shares,or even render our shares worthless;We rely onContractual Arrangements with the VIE and certain shareholders of the VIE toconsolidate financial results of the PRC operating entities.We do not have anequity ownership in,direct foreign investment in,or control of,through sucho
220、wnership or investment,the VIE.”For a description of the VIE contractualarrangements,see“Corporate History and Structure Contractual Arrangementsamong Pengze WFOE,Gongwuyuan,and the Shareholders of the VIE”starting on page 97of this prospectus.According to our PRC legal counsel,under current effecti
221、ve PRC laws andregulations,apart from the filing procedure with the CSRC under the NewAdministrative Rules Regarding Overseas Listings,we and the PRC operating entitiesare not required to obtain permission or approval from the PRC authoritiesincluding CSRC or CAC to issue the Ordinary Shares to fore
222、ign investors,nor havewe,or the PRC operating entities,applied for or received any denial for theRegistration.However,recently,the General Office of the Central Committee of theCommunist Party of China and the General Office of the State Council jointly issuedthe“Opinions on Severely Cracking Down o
223、n Illegal Securities Activities Accordingto Law,”or the Opinions,which was made available to the public on July6,2021.The Opinions emphasized the need to strengthen the administration over illegalsecurities activities,and the need to strengthen the supervision over overseaslistings by Chinese compan
224、ies.Effective measures,such as promoting theconstruction of relevant regulatory systems will be taken to deal with the risksand incidents of China-concept overseas listed companies,and cybersecurity anddata privacy protection requirements and similar matters.The Opinions and anyrelated implementing
225、rules to be enacted may subject us to compliance requirementin the future.Given some applicable laws and regulations were newly issued,thereinvolve uncertainties regarding their interpretation and application,which canchange quickly with little notice,we cannot assure you that relevant PRCgovernment
226、 agencies would reach the same conclusion as we do or as advised by ourPRC legal counsel.However,(i)if we inadvertently concluded that such permissionsor approvals are not required,or(ii)if the Cyberspace Administration of China orother regulatory PRC agencies later promulgate new rules requiring th
227、at we obtaintheir approvals to issue the Ordinary Shares to foreign investors,and we areunable to obtain such approval in a timely manner or obtain a waiver6Table of Contentsof such approval requirements,then our operations,financial conditions,andresults of operations could be adversely affected,di
228、rectly or indirectly,and evenwe may not be able to list on a U.S.exchange.In addition,any uncertaintiesand/or negative publicity regarding such an approval requirement could have amaterial adverse effect on the trading price of our securities.Dividends and Other DistributionsWe are a holding company
229、 with no material operations of our own and do not generateany revenue.We currently conduct substantially all of our operations through thePRC operating entities.Under Cayman Islands law,Baiya may pay a dividend on itsshares out of either profit or share premium amount or a combination of both,provi
230、ded that in no circumstances may a dividend be paid if this would result inthe company being unable to pay its debts due in the ordinary course of business.If we determine to pay dividends on any of our Ordinary Shares in the future,as aholding company,we will rely on payments made from Gongwuyuan t
231、o the Pengze WFOE,pursuant to the Contractual Arrangements,and the dividend payment to Juxing HKfrom Pengze WFOE,unless we receive proceeds from future offerings.Certainpayments from Gongwuyuan to the Pengze WFOE are subject to PRC taxes,includingvalue added tax,or VAT,and enterprise income tax.We i
232、ntend to keep any future earnings to re-invest in and finance the expansion ofthe business of the PRC operating entities,and we do not anticipate that any cashdividends will be paid in the foreseeable future.As of the date of thisprospectus,no cash transfer or transfer of other assets have occurred
233、betweenBaiya,its subsidiaries,and the consolidated VIE as well as its subsidiaries.Asof the date of this prospectus,none of our subsidiaries,the consolidated VIE,orthe subsidiaries of the VIE have made any dividends or distributions to Baiya.Asof the date of this prospectus,we do not have any U.S.in
234、vestors,so no dividendsor distributions have been made to any U.S.investors.Currently,we,including ourconsolidated VIE and the subsidiaries of the VIE,have not adopted or maintainedany cash management policies and procedures to govern cash transfer between Baiya,its subsidiaries,and the consolidated
235、 VIE as well as the subsidiaries of the VIE,and each entity needs to comply with applicable law or regulations with respect totransfer of funds,dividends and distributions with other entities.Our Pengze WFOEs ability to distribute dividends is based upon its distributableearnings.Current PRC regulat
236、ions permit the Pengze WFOE to pay dividends to JuxingHK only out of their accumulated profits,if any,determined in accordance withChinese accounting standards and regulations.In addition,each of our subsidiariesin China is required to set aside at least 10%of its after-tax profits each year,if any,
237、to fund a statutory reserve until such reserve reaches 50%of itsregistered capital.Each of such entity in China may also set aside a portion ofits after-tax profits to fund an optional reserve,although the amount to be setaside,if any,is determined at the discretion of its shareholders.The reservesc
238、an be used to increase the registered capital,cover losses made in pastyears andenhance the companys productivity and expand its business.The PRC regulatory authorities have taken a series of measures to regulate theconversion of RMB into foreign currencies and the remittance of currencies out ofthe
239、 PRC.Therefore,we may experience difficulties in completing the administrativeprocedures necessary to obtain and remit foreign currency for the payment ofdividends from our profits,if any.Furthermore,if our subsidiaries in the PRCincur debt on their own in the future,the instruments governing the de
240、bt mayrestrict their ability to pay dividends or make other payments.If we or oursubsidiaries are unable to receive the relevant revenues from our operationsthrough the current Contractual Arrangements,we may be unable to pay dividends onour Ordinary Shares.Cash dividends,if any,on our Ordinary Shar
241、es will be paid in U.S.dollars.If weare considered a PRC tax resident enterprise for tax purposes,any dividends we payto our overseas shareholders may be regarded as China-sourced income and as aresult may be subject to PRC withholding tax at a rate of up to 10.0%.In order for us to pay dividends to
242、 our shareholders,we will rely on payments madefrom Gongwuyuan to the Pengze WFOE,pursuant to the Contractual Arrangements,andthe dividend payments to Juxing HK from the Pengze WFOE.Certain payments from theVIE,Gongwuyuan,to Pengze WFOE are subject to PRC taxes,including VAT andenterprise income tax
243、.Pursuant to the Arrangement between Mainland China and the Hong Kong SpecialAdministrative Region for the Avoidance of Double Taxation and Tax Evasion onIncome,or the Double Tax Avoidance Arrangement,the 10%withholding tax rate maybe lowered to 5%if a HongKong resident enterprise owns no less than
244、25%of a PRCproject.However,the 5%withholding tax rate does not automatically apply andcertain requirements must be satisfied,7Table of Contentsincluding without limitation that(a)the HongKong project must be the beneficialowner of the relevant dividends;and(b)the HongKong project must directly holdn
245、o less than 25%share ownership in the PRC project during the 12consecutivemonths preceding its receipt of the dividends.In current practice,aHongKong project must obtain a tax resident certificate from the HongKong taxauthority to apply for the 5%lower PRC withholding tax rate.As the HongKong taxaut
246、hority will issue such a tax resident certificate on a case-by-case basis,wecannot assure you that we will be able to obtain the tax resident certificate fromthe relevant HongKong tax authority and enjoy the preferential withholding taxrate of 5%under the Double Taxation Arrangement with respect to
247、dividends to bepaid by our PRC subsidiary to its immediate holding company,Juxing HK.As of thedate of this prospectus,we have not applied for the tax resident certificate fromthe relevant Hong Kong tax authority.Juxing HK intends to apply for the taxresident certificate when the Pengze WFOE plans to
248、 declare and pay dividends toJuxing HK.See“Risk Factors Risks Relating to Doing Business inChina Circumstances relating to the withholding tax liabilities of our PRCsubsidiary may be subject to change under the EIT Law,and dividends payable by ourPRC subsidiary to our offshore subsidiaries may not q
249、ualify to enjoy certain treatybenefits.”Further,the proceeds of this offering may be sent back from the holding company tothe PRC,and the process for sending such proceeds back to the PRC may be time-consuming after the closing of this offering.We may be unable to use theseproceeds to grow the busin
250、ess of the PRC operating entities until the PRC operatingentities receive such proceeds in the PRC.Any transfer of funds by the holdingcompany to the PRC operating entities,either as a shareholder loan or as anincrease in registered capital,are subject to registration,filing with or reportto relevan
251、t governmental authorities in China.Any foreign loans procured by thePRC operating entities is required to be registered with Chinas StateAdministration of Foreign Exchange(“SAFE”)in its local branches and satisfyrelevant requirements,and the PRC operating entities may not procure loans whichexceed
252、the difference between their respective total project investment amount andregistered capital or 2 times(which may be varied year by year due to the changeof PRCs national macro-control policy)of the net worth of our PRC subsidiary.According to the relevant PRC regulations on foreign-invested enterp
253、rises in China,capital contributions to the Pengze WFOE are subject to the registration with StateAdministration for Market Regulation in its local branches,report submission tothe Ministry of Commerce in its local branches and registration with a local bankauthorized by SAFE.Company InformationOur
254、principal executive offices are located at Yifang Capital Industrial Park,No.33 Pingshan Industrial Road,Building A,16F,Tangxia,Dongguan,Guangdong,China,and our telephone number is+86 .We maintain a website .Our website or any other website does not constitute a part of thisprospectus.O
255、ur registered office in the Cayman Islands is located at the office ofHarneys Fiduciary(Cayman)Limited,4th Floor,Harbour Place,103 South ChurchStreet,P.O.Box 10240,Grand Cayman KY1-1002,Cayman Islands.Our agent forservice of process in the UnitedStates is Cogency Global,Inc.located at 122 East42nd S
256、treet,18th Floor,NewYork,NY10168.Corporate History and StructureBaiya International Group Inc.(“Baiya”)is a holding company incorporated underthe laws of the Cayman Islands on October 18,2021.We have no substantialoperations other than holding all of the issued and outstanding shares of RuifengInter
257、national Group Limited,or Ruifeng BVI,which was established in the BritishVirgin Islands on October25,2021.Ruifeng BVI is also a holding company withsubstantially no operations other than holding all of the issue and outstandingshares of Juxing Investment Group(HongKong)Limited,or Juxing HK,which wa
258、sestablished on November3,2021 under the laws of HongKong.Juxing HK is also aholding company with substantially no operations other than holding all of theissue and outstanding shares of Shenzhen Pengze Future Technology Co.,Ltd,orPengze WFOE,which was established on December9,2021 under the laws of
259、 PRC.We conduct business operations through the VIE,Shenzhen Gongwuyuan NetworkTechnology Co.,Ltd.,or Gongwuyuan,a PRC company,and its subsidiaries in China.Gongwuyuan was incorporated in China on October23,2017 and started to provide jobmatching services in 2017.The Gongwuyuan Platform was launched
260、 in November2019and has since expanded its flexible employment matching services in 5 provinces and30 cities.8Table of ContentsSummary of Risk FactorsInvesting in our Ordinary Shares involves significant risks.You should carefullyconsider all of the information in this prospectus before making an in
261、vestment inour Ordinary Shares.Below please find a summary of the principal risks we face,organized under relevant headings.These risks are discussed more fully in thesection titled“Risk Factors”beginning on page 24 of this prospectus.Risks Relating to Our Business and Industry(for a more detaileddi
262、scussion,see“Risk Factors Risks Relating to Our Business andIndustry”beginning on page 24 of this prospectus)Risks and uncertainties related to the PRC operating entities business andindustry include,but are not limited to,the following:Our PRC operating entities operate in the emerging,dynamic,andc
263、ompetitive flexible employment industry,which makes it difficult forinvestors to evaluate our PRC operating entities future prospects,andwe cannot assure you that their current or future strategies will besuccessfully implemented or will generate sustainable profit.See“RiskFactors Risks Relating to
264、Our Business and Industry Our PRCoperating entities operate in the emerging,dynamic,and competitiveflexible employment industry,which makes it difficult for investors toevaluate our PRC operating entities future prospects,and we cannotassure you that their current or future strategies will be succes
265、sfullyimplemented or will generate sustainable profit.”on page 24 of thisprospectus.We have a limited operating history and are subject to the risksencountered by development-stage companies.We cannot assure you that themarket for our services will develop as we expect or we will be able tomaintain
266、the growth rate that they have experienced to date.See“RiskFactorsRisks Relating to Our Business and IndustryWe have alimited operating history and are subject to the risks encountered bydevelopment-stage companies.We cannot assure you that the market for ourservices will develop as we expect or we
267、will be able to maintain thegrowth rate that they have experienced to date.”on page 25 of thisprospectus.The proper functioning of our Gongwuyuan platform and its technologyinfrastructure is essential to our business.Any errors in or disruptionto the PRC operating entities IT systems and infrastruct
268、ure and those onwhich they rely could materially affect their ability to maintain thesatisfactory performance of their platform and deliver consistent servicesto their clients.See“Risk FactorsRisks Relating to Our Businessand IndustryThe proper functioning of our Gongwuyuan platform and itstechnolog
269、y infrastructure is essential to our business.Any errors in ordisruption to the PRC operating entities IT systems and infrastructureand those on which they rely could materially affect their ability tomaintain the satisfactory performance of their platform and deliverconsistent services to their cli
270、ents.”on page 25 of this prospectus.The PRC operating entities rely on cooperation with third party companiesfor aspects of their business,which could result in disruption,increasedcosts,reputation risks and may adversely affect their business andresults of operations.See“Risk Factors Risks Relating
271、 to OurBusiness and IndustryThe PRC operating entities rely on cooperationwith third party companies for aspects of their business,which couldresult in disruption,increased costs,reputation risks and may adverselyaffect their business and results of operations.”on page 27 of thisprospectus.Our custo
272、mers may raise objection to and claim for compensation for theoutsourcing arrangement carried out the PRC operating companies incompleting relevant worker recruitment or labor assignments which couldhave a material adverse effect on our business operation and financialconditions.See“Risk Factors Ris
273、ks Relating to Our Business andIndustry Our customers may raise objection to and claim forcompensation for the outsourcing arrangement carried out the PRC operatingcompanies in completing relevant worker recruitment or labor assignmentswhich could have a material adverse effect on our business opera
274、tion andfinancial conditions.”on page 28 of this prospectus.9Table of ContentsDue to seasonal variations in demand for blue-collar workers and humanresource related services,the PRC operating entities experience materialfluctuations in their revenue streams which affect their ability topredict their
275、 quarterly results and which may also cause quarterly resultsto vary from period to period.See“Risk FactorsRisks Relating toOur Business and IndustryDue to seasonal variations in demand forblue-collar workers and human resource related services,the PRC operatingentities experience material fluctuati
276、ons in their revenue streams whichaffect their ability to predict their quarterly results and which may alsocause quarterly results to vary from period to period.”on page 28 ofthis prospectus.The PRC operating entities rely heavily on their information systems,andany failure to properly protect priv
277、acy and to maintain and secure the PRCoperating entities systems could seriously damage the PRC operatingentities reputation,disrupt the PRC operating entities operations andharm their business.See“Risk Factors Risks Relating to OurBusiness and IndustryThe PRC operating entities rely heavily on thei
278、rinformation systems,and any failure to properly protect privacy and tomaintain and secure the PRC operating entities systems could seriouslydamage the PRC operating entities reputation,disrupt the PRC operatingentities operations and harm their business.”on page 30 of thisprospectus.If we fail to m
279、aintain an effective system of internal controls overfinancial reporting,we may not be able to accurately report our financialresults or prevent fraud.See“Risk FactorsRisks Relating to OurBusiness and IndustryIf we fail to maintain an effective system ofinternal controls over financial reporting,we
280、may not be able toaccurately report our financial results or prevent fraud.”on page 36 ofthis prospectus.We(or a foreign investor)may become at risk of being taxed or imposed apenalty under Announcement 7 and may be required to expend valuableresources to comply with Announcement 7 or to establish t
281、hat we(or suchforeign investor)should not be taxed under Announcement 7,which couldhave a material adverse effect on our financial condition and results ofoperations(or such foreign investors investment in us).See“RiskFactors Risks Relating to Our Business and Industry We(or aforeign investor)may be
282、come at risk of being taxed or imposed a penaltyunder Announcement 7 and may be required to expend valuable resources tocomply with Announcement 7 or to establish that we(or such foreigninvestor)should not be taxed under Announcement 7,which could have amaterial adverse effect on our financial condi
283、tion and results ofoperations(or such foreign investors investment in us).”on page 37 ofthis prospectus.Risks Relating to the Variable Interest Entity(VIE)Structure(for amore detailed discussion,see“Risk Factors Risks Relating to theVariable Interest Entity(VIE)Structure”beginning on page 37 of this
284、prospectus)We are also subject to risks and uncertainties related to the VIE structure,including,but not limited to,the following:The relevant PRC regulatory authorities may find that the ContractualArrangements with the VIE and its shareholders to operate our business inChina do not comply with app
285、licable PRC Laws,or if these applicable PRCLaws or the interpretation of existing applicable PRC Laws change in thefuture,we could be subject to severe penalties or be forced to relinquishour interests in those operations.Additionally,such determination by thePRC regulatory authorities and changes o
286、r interpretations in PRC Laws,ifoccurred,may cause significant decline in the value of our shares,oreven render our shares worthless.See“Risk FactorsRisks Relating tothe Variable Interest Entity(VIE)Structure The relevant PRCregulatory authorities may find that the Contractual Arrangements with theV
287、IE and its shareholders to operate our business in China do not complywith applicable PRC Laws,or if these applicable PRC Laws or theinterpretation of existing applicable PRC Laws change in the future,wecould be subject to severe penalties or be forced to relinquish ourinterests in those operations.
288、Additionally,such determination by the PRCregulatory authorities and changes or interpretations in PRC Laws,ifoccurred,may cause significant decline in the value of our shares,oreven render our shares worthless.”on page 37 of this prospectus.We rely on Contractual Arrangements with the VIE and certa
289、in shareholdersof the VIE to consolidate financial results of the PRC operating entities.We do not have an equity ownership in,direct foreign investment in,orcontrol of,through such ownership or investment,the VIE.See“RiskFactors Risks Relating to the Variable Interest Entity(VIE)StructureWe rely on
290、 Contractual Arrangements with the10Table of ContentsVIE and certain shareholders of the VIE to consolidate financial resultsof the PRC operating entities.We do not have an equity ownership in,direct foreign investment in,or control of,through such ownership orinvestment,the VIE.”on page 38 of this
291、prospectus.We may lose the ability to use and enjoy assets held by Gongwuyuan thatare material to our business operations if Gongwuyuan or one of itssubsidiaries declares bankruptcy or become subject to a dissolution orliquidation proceeding.See“Risk Factors Risks Relating to theVariable Interest En
292、tity(VIE)StructureWe may lose the ability touse and enjoy assets held by Gongwuyuan that are material to our businessoperations if Gongwuyuan or one of its subsidiaries declares bankruptcy orbecome subject to a dissolution or liquidation proceeding.”on page 40 ofthis prospectus.The interpretation an
293、d implementation of the newly enacted ForeignInvestment Law may be subject to change,and how it may impact theviability of our current corporate structure,corporate governance,business,financial condition and results of operations.See“RiskFactors Risks Relating to the Variable Interest Entity(VIE)St
294、ructureThe interpretation and implementation of the newly enactedForeign Investment Law may be subject to change,and how it may impact theviability of our current corporate structure,corporate governance,business,financial condition and results of operations.”on page 40 ofthis prospectus.Risks Relat
295、ing to Doing Business in China(for a more detaileddiscussion,see“Risk Factors Risks Relating to Doing Business inChina”beginning on page 42 of this prospectus)We face risks and uncertainties related to doing business in China in general,including,but not limited to,the following:The Chinese regulato
296、ry authorities may strengthen the supervision ofsecurities offering,listing and business operation of U.S.listed Chinesecompanies,and the PRC government may intervene or influence theoperations of the PRC operating entities at any time,or may exert controlover their operations,by enactment or implem
297、entation of laws,regulationor policies,which could result in a material change in our operations andsignificantly and adversely impact the value of the Ordinary Shares,including potentially causing the value of the Ordinary Shares to declineor be worthless.See“Risk Factors Risks Relating to Doing Bu
298、siness inChina The Chinese regulatory authorities may strengthen the supervisionof securities offering,listing and business operation of U.S.listedChinese companies,and the PRC government may intervene or influence theoperations of the PRC operating entities at any time,or may exert controlover thei
299、r operations,by enactment or implementation of laws,regulationor policies,which could result in a material change in our operations andsignificantly and adversely impact the value of the Ordinary Shares,including potentially causing the value of the Ordinary Shares to declineor be worthless.”on page
300、 42 of this prospectus.PRC laws and regulations governing our current business operationssometimes involve uncertainty,and sudden or unexpected changes in lawsand regulations in China applicable to us could adversely affect us andlimit the legal protections available to you and us.See“Risk FactorsRi
301、sks Relating to Doing Business in China PRC laws and regulationsgoverning our current business operations sometimes involve uncertainty,and sudden or unexpected changes in laws and regulations in Chinaapplicable to us could adversely affect us and limit the legal protectionsavailable to you and us.”
302、on page 44 of this prospectus.The PRC operating entities may be liable for improper collection,use orappropriation of personal information provided by our customers and users.See“Risk Factors Risks Relating to Doing Business in China The PRCoperating entities may be liable for improper collection,us
303、e orappropriation of personal information provided by our customers andusers.”on page 48 of this prospectus.We rely on dividends and other distributions on equity paid by our PRCsubsidiary to fund any cash and financing requirements we may have,andany limitation on the ability of our PRC subsidiary
304、to make payments to uscould have a material adverse effect on our ability to conduct ourbusiness.See“Risk Factors Risks Relating to Doing Business in China We rely on dividends and other distributions on equity paid by our PRCsubsidiary to fund any cash and financing requirements we may have,andany
305、limitation on the ability of our PRC subsidiary to make payments to uscould have a material adverse effect on our ability to conduct ourbusiness.”on page 50 of this prospectus.11Table of ContentsFailure to obtain or renew relevant requisite licenses,permits,authorization,approvals or certificates fr
306、om the relevant governmentauthorities related to our business operation could have a materialadverse effect on our ability to conduct our business and our financialconditions.See“Risk Factors Risks Relating to Doing Business in China Failure to obtain or renew relevant requisite licenses,permits,aut
307、horization,approvals or certificates from the relevant governmentauthorities related to our business operation could have a materialadverse effect on our ability to conduct our business and our financialconditions.”on page 54 of this prospectus.It may be difficult to effect service of process upon o
308、ur directors orofficers named in this prospectus or enforce foreign court judgementsagainst us or them.See“Risk Factors Risks Relating to Doing Businessin China It may be difficult to effect service of process upon ourdirectors or officers named in this prospectus or enforce foreign courtjudgements
309、against us or them.”on page 59 of this prospectus.Risks Relating to the Offering(for a more detailed discussion,see“Risk Factors Risks Relating to the Offering”beginning on page 60 ofthis prospectus)Risks and uncertainties related to our offering include,but are not limited to,the following:A recent
310、 joint statement by the SEC and the Public Company AccountingOversight Board(UnitedStates),or the“PCAOB,”proposed rule changessubmitted by Nasdaq,and an act passed by the U.S.Senate all call foradditional and more stringent criteria to be applied to emerging marketcompanies upon assessing the qualif
311、ication of their auditors,especiallythe non-U.S.auditors who are not inspected by the PCAOB.Thesedevelopments could add uncertainties to our listing on Nasdaq in thefuture.See“Risk Factors Risks Relating to the Offering A recentjoint statement by the SEC and the Public Company Accounting OversightBo
312、ard(United States),or the“PCAOB,”proposed rule changes submitted byNasdaq,and an act passed by the U.S.Senate all call for additional andmore stringent criteria to be applied to emerging market companies uponassessing the qualification of their auditors,especially the non-U.S.auditors who are not in
313、spected by the PCAOB.These developments could adduncertainties to our listing on Nasdaq in the future.”on page 60 of thisprospectus.There has been no prior public market for our Ordinary Shares and theliquidity and market price of our Ordinary Shares may be volatile.See“Risk Factors Risks Relating t
314、o the Offering There has been no priorpublic market for our Ordinary Shares and the liquidity and market priceof our Ordinary Shares may be volatile.”on page 62 of this prospectus.Our Ordinary Share price may change significantly following the initialpublic offering regardless of our operating perfo
315、rmance,and you may notbe able to resell your Ordinary Shares at or above the initial publicoffering price.See“Risk Factors Risks Relating to the Offering OurOrdinary Share price may change significantly following the initial publicoffering regardless of our operating performance,and you may not be a
316、bleto resell your Ordinary Shares at or above the initial public offeringprice.”on page 62 of this prospectus.You will incur immediate and substantial dilution and may experiencefurther dilution in the future.See“Risk Factors Risks Relating to theOffering You will incur immediate and substantial dil
317、ution and mayexperience further dilution in the future.”on page 64 of thisprospectus.We are an exempted company with limited liability incorporated under thelaws of the Cayman Islands,and you may have different protection of yourshareholder rights than you would have under UnitedStates law.See“RiskF
318、actors Risks Relating to the Offering We are an exempted companywith limited liability incorporated under the laws of the Cayman Islands,and you may have different protection of your shareholder rights than youwould have under United States law.”on page 64 of this prospectus.Recent Regulatory Develo
319、pments in ChinaRecent statements by the Chinese regulatory authorities have indicated an intent tostrengthen the supervision of offerings that are conducted overseas and/or foreigninvestments in China based issuers.Any future action by the Chinese regulatoryauthorities expanding the categories of in
320、dustries and companies whose foreignsecurities offerings are subject to government review could significantly limit orcompletely hinder our ability to offer or continue to offer securities to investorsand could cause the value of such securities to significantly decline or beworthless.12Table of Con
321、tentsIn addition,recently,the PRC regulatory authorities announced to step upsupervision of Chinese companies listed offshore,including cracking down onillegal activities in the securities market,enhancing supervision over overseaslisting of domestic enterprises,adopting new measures to extend the s
322、cope ofcybersecurity reviews,and expanding efforts in anti-monopoly enforcement.OnNovember 14,2021,the Cyberspace Administration of China published theAdministrative Regulations on Internet Data Security(Draft for Comment),or the“Administrative Regulations Draft”,which reiterates that data handlers
323、thatprocess the personal information of more than one million users listing in aforeign country should apply for a cybersecurity review.On December28,2021,theMeasures for Cybersecurity Review(2021 version)was promulgated and becameeffective on February15,2022,which iterates that any online platform
324、operatorscontrolling personal information of more than one million users which seeks to listin a foreign stock exchange should be subject to cybersecurity review.On July7,2022,the Measures for the Security Assessment of Outbound Data Transfers,or theMeasures was published and became effective on Sep
325、tember 1,2022,which requiressecurity assessment of outbound data transfers in cases,among others,outboundtransfer of important data,outbound transfer of personal information by a criticalinformation infrastructure operator or a personal information processor who hasprocessed the personal information
326、 of more than one million people.We currently donot have over one million users personal information and do not anticipate that wewill be collecting over one million users personal information in the foreseeablefuture;Further,the PRC operating entities business operations do not involve anyCritical
327、Information Infrastructure,and neither we nor the PRC operating entitieshas received any notification from applicable PRC governmental authoritiesindicating that any of the PRC operating entities products or services isdetermined as the Critical Information Infrastructure.In view of the above,ourPRC
328、 legal counsel is of the view that we are not subject to the cybersecurityreview for this offering under the Measures for Cybersecurity Review(2021version),the Administrative Regulations Draft if enacted as proposed,or theMeasures.As of the date of this prospectus,neither we nor the PRC operatingent
329、ities have received any notification from applicable PRC governmentalauthorities indicating that we or our PRC operating entities shall file for acybersecurity review.In addition,as of the date of this prospectus,neither wenor our PRC operating entities have been subject to any anti-monopolyinvestig
330、ation,penalty of litigation initiated by government authorities or thirdparties.Furthermore,we will continue to monitor for updates of applicable PRCanti-monopoly laws and regulations.Currently,these statements and regulatoryactions have had no material impact on our daily business operations,the ab
331、ilityto accept foreign investments and list our securities on a U.S.or other foreignexchange.However,since these statements and regulatory actions are new,it isuncertain how soon legislative or administrative regulation making bodies willrespond and what existing or new laws or regulations or detail
332、ed implementationsand interpretations will be modified or promulgated,if any,and the potentialimpact such modified or new laws and regulations will have on our daily businessoperations,the ability to accept foreign investments and list our securities on aU.S.or other foreign exchange.See“Risk Factor
333、sRisks Relating to DoingBusiness in China The Chinese regulatory authorities may strengthen thesupervision of securities offering,listing and business operation of U.S.listedChinese companies,and the PRC government may intervene or influence the operationsof the PRC operating entities at any time,or may exert control over theiroperations,by enactment or implementation of laws,regulation or policie