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1、F-1 1 f1.htm As filed with the Securities and Exchange Commission on December 7,2023.UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 WANGDIQIYUAN INTERNATIONAL HOLDINGS LTD.(Exact name of Registrant as specified in its
2、 charter)United Kingdom Not Applicable(State or other jurisdiction of (I.R.S.Employerincorporation or organization)Identification Number)SUITE 837 162 WARWICK WAYLONDONENGLAND SW1V 4JE(Address,including zip code of Registrants principal executive offices)(Name,address,including zip code of agent for
3、 service)Copies to:Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of thisRegistration Statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Sec
4、urities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please checkthe following box and list the Securities Act registration statement number of the earlier effective registration statement
5、for thesame offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effectiv
6、e amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defi
7、ned in Rule 405 of the Securities Act of1933.Emerging growth company xIf an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised f
8、inancial accountingstandards provided pursuant to Section 7(a)(2)(B)of the Securities Act.xThe Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date untilthe Registrant shall file a further amendment which specifically states that
9、this registration statement shall thereafter becomeeffective in accordance with Section 8(a)of the Securities Act,as amended,or until the registration statement shall becomeeffective on such date as the Securities and Exchange Commission,acting pursuant to said Section 8(a)may determine.PRELIMINARY
10、PROSPECTUSORDINARY SHARES We are offering ordinary shares.This is the initial public offering of ordinary shares of .Theoffering price of our ordinary shares in this offering is expected to be$5.00 per share.Prior to this offering,there has been nopublic market for our ordinary shares.We have applie
11、d to list our ordinary shares on the NASDAQ CAPITAL MARKET under the symbol“WDQY”.There is noassurance that such application will be approved,and if our application is not approved,this offering may not be completed.Investing in our ordinary shares involves a high degree of risk.Before buying any sh
12、ares,you should carefully read thediscussion of material risks of investing in our ordinary shares in“Risk Factors”.We are an“emerging growth company”as defined under the federal securities laws and,as such,will be subject to reduced publiccompany reporting requirements.See“Prospectus SummaryImplica
13、tions of Being an Emerging Growth Company”foradditional information.Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus.Any representation to the contrary is a criminalo
14、ffense.We are and will be,on completion of the Offering,a“controlled company”as defined under the Nasdaq Stock Market Rule5615(c)and IM-5615-5 as long as our founders,namely XINGDONG YIN,FENGLI GUO and SHUMING CHEN and theiraffiliates,own and hold more than 50%of our voting power as defined under th
15、e Nasdaq Rule 5615(c)and IM-5615-5.For so longas we are a controlled company under that definition,we are permitted to elect to rely,and may rely,on certain exemptions fromcorporate governance rules,including:an exemption from the rule that a majority of our board of directors must be independent di
16、rectors;an exemption from the rule that the compensation of our chief executive officer must be determined orrecommended solely by independent directors;and an exemption from the rule that our director nominees must be selected or recommended solely by independentdirectors.As a result,you will not h
17、ave the same protection afforded to shareholders of companies that are subject to these corporategovernance requirements.Although we do not intend to rely on the“controlled company”exemption under the Nasdaq listingrules,we could elect to rely on this exemption in the future.If we elected to rely on
18、 the“controlled company”exemption,amajority of the members of our board of directors might not be independent directors and our nominating and corporategovernance and compensation committees might not consist entirely of independent directors upon closing of the Offering.As of the date hereof,we are
19、 authorized to issue an unlimited number Ordinary Shares and we have 10,000,000 Ordinary Sharesissued and outstanding.We are an“emerging growth company”as defined in the Jumpstart Our Business Act of 2012,as amended,and,as such,areeligible for reduced public company reporting requirements.Investing
20、in our ordinary shares involves risks.We expect our total cash expenses payable to our underwriter,(the“Underwriter”),for its reasonable accountableexpenses referenced above,exclusive of the above commissions to be$.We estimate that the total expenses of thisOffering,including registration,filing an
21、d listing fees,printing fees and legal and accounting expenses,but excluding theunderwriting fees and commissions and Underwriters accountable expenses,will be approximately$.The Underwriter expects to deliver the Ordinary Shares to purchasers in the Offering on or about,2023.This Offering is being
22、conducted on a firm commitment basis.The Underwriter has agreed to purchase and pay for all of theOrdinary Shares offered by this prospectus if they purchase any Ordinary Shares.We have also granted the Underwriter an optionfor a period of 45 days from the date of this prospectus supplement to purch
23、ase up to 15%of the Ordinary Shares in this Offeringat the Offering price,less underwriting commissions and discounts,to cover any over-allotments.Because of our corporate structure as an exempted company with limited liability incorporated under the laws of the UnitedKingdom and structured as a hol
24、ding company with some operations conducted by our PRC subsidiary,it involves unique risks toinvestors.Chinese regulatory authorities could change the rules and regulations regarding foreign ownership in the industry inwhich we operate,which would likely result in a material change in our operations
25、 and/or a material change in the value of thesecurities we are registering for sale,including that it could cause the value of such securities to significantly decline or becomeworthless.Our Ordinary Shares offered in this Offering are shares of our United Kingdom holding company instead of shares o
26、four subsidiaries in China.In particular,as some of our operations are conducted through our HK SAR and PRC subsidiaries,we are subject to certain legaland operational risks associated with our operations in HK SAR and China,including risks resulting from changes in the legal,political and economic
27、policies of the Chinese government,the relations between China and the United States,or Chinese orUnited States regulations may materially and adversely affect our business,financial condition and results of operations.PRC lawsand regulations governing our current business operations are sometimes v
28、ague and uncertain,and therefore,these risks couldresult in a material change in our operations and/or the value of our Ordinary Shares or could significantly limit or completelyhinder our ability to offer or continue to offer securities to investors and cause the value of our Ordinary Shares to sig
29、nificantlydecline or be worthless.Recently,the PRC government initiated a series of regulatory actions and statements to regulate businessoperations in China with little advance notice,including cracking down on illegal activities in the securities market,enhancingsupervision over China-based compan
30、ies listed overseas using variable interest entity structure,adopting new measures to extendthe scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.On December 28,2021,the Cyberspace Administration of China(the“CAC”),together with 12 other governmental departmentsof
31、 the PRC,jointly promulgated the Cybersecurity Review Measures,which became effective on February 15,2022.TheCybersecurity Review Measures requires that an online platform operator which possesses the personal information of at least onemillion users must apply for a cybersecurity review by the CAC
32、if it intends to be listed in foreign countries.As confirmed by ourPRC counsel,Beijing DeHeng Law Office,since we are not an online platform operator that possesses over one million userspersonal information,we are not subject to the cybersecurity review with the CAC under the Cybersecurity Review M
33、easures,andfor the same reason,we will not be subject to the network data security review by the CAC if the Draft Regulations on theNetwork Data Security Administration(Draft for Comments)(the“Security Administration Draft”)are enacted as proposed.See“Risk Factors Risks Related to Doing Business in
34、China The Chinese government exerts substantial influence over themanner in which we must conduct our business activities.We are currently not required to obtain approval from Chineseauthorities to list on U.S exchanges,however,if our subsidiaries or the holding company were required to obtain appro
35、val in thefuture and were denied permission from Chinese authorities to list on U.S.exchanges,we will not be able to continue listing onU.S.exchange,which would materially affect the interest of the investors.As of the date of this prospectus,as advised by our PRC counsel,no relevant laws or regulat
36、ions in the PRCexplicitly require us to seek approval from the China Securities Regulatory Commission,or the CSRC,or any other PRCgovernmental authorities for our overseas listing plan,nor has our Cayman Islands holding company,any of our subsidiariesreceived any inquiry,notice,warning or sanctions
37、regarding our planned overseas listing from the CSRC or any other PRCgovernmental authorities.However,since these statements and regulatory actions by the PRC government are newly published andofficial guidance and related implementation rules have not been issued,it is highly uncertain how soon leg
38、islative oradministrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementationsand interpretations will be modified or promulgated,if any,and the potential impact such modified or new laws and regulationswill have on our daily business operati
39、on,the ability to accept foreign investments and list on an U.S.or other foreign exchange.The Standing Committee of the National Peoples Congress,or the SCNPC,or other PRC regulatory authorities may in the futurepromulgate laws,regulations or implementing rules that requires our company or any of ou
40、r subsidiaries to obtain regulatoryapproval from Chinese authorities before listing in the U.S.In other words,although the Company is currently not required toobtain permission from any of the PRC central(or national)or local government to obtain such permission and has not receivedany denial to lis
41、t on the U.S.exchange,our operations could be adversely affected,directly or indirectly;our ability to offer,orcontinue to offer,securities to investors would be potentially hindered and the value of our securities might significantly decline orbe worthless,by existing or future laws and regulations
42、 relating to its business or industry or by intervene or interruption by PRCgovernmental authorities,if we or our subsidiaries(i)do not receive or maintain such permissions or approvals,(ii)inadvertentlyconclude that such permissions or approvals are not required,(iii)applicable laws,regulations,or
43、interpretations change and weare required to obtain such permissions or approvals in the future,or(iv)any intervention or interruption by PRC governmentalwith little advance notice.In addition,since 2021,the Chinese government has strengthened its anti-monopoly supervision,mainly in three aspects:(1
44、)establishing the National Anti-Monopoly Bureau;(2)revising and promulgating anti-monopoly laws and regulations,including:the Anti-Monopoly Law(the amendment to the PRC Anti-Monopoly Law issued on June 24,2022 and will be effective fromAugust 1,2022),the anti-monopoly guidelines for various industri
45、es,and the detailed Rules for the Implementation of the FairCompetition Review System;and(3)expanding the anti-monopoly law enforcement targeting Internet companies and largeenterprises.As of the date of this prospectus,the Chinese governments recent statements and regulatory actions related to anti
46、-monopoly concerns have not impacted our ability to conduct business,accept foreign investments,or list on a U.S.or other foreignexchange because neither the Company nor its HK SAR or PRC subsidiaries engage in monopolistic behaviors that are subject tothese statements or regulatory actions.Pursuant
47、 to the Holding Foreign Companies Accountable Act,or the HFCAA,if the Public Company Accounting Oversight Board,or the PCAOB,is unable to inspect an issuers auditors for three consecutive years,the issuers securities are prohibited to trade ona U.S.stock exchange.The PCAOB issued a Determination Rep
48、ort on December 16,2021 which found that the PCAOB is unableto inspect or investigate completely registered public accounting firms headquartered in:(1)mainland China of the PeoplesRepublic of China because of a position taken by one or more authorities in mainland China;and(2)Hong Kong,a SpecialAdm
49、inistrative Region and dependency of the PRC,because of a position taken by one or more authorities in Hong Kong.Furthermore,the PCAOBs report identified the specific registered public accounting firms which are subject to thesedeterminations.On June 22,2021,United States Senate has passed the Accel
50、erating Holding Foreign Companies Accountable Act,which,if enacted,would decrease the number of“non-inspection years”from three years to two years,and thus,would reduce thetime before our securities may be prohibited from trading or delisted if the PCAOB determines that it cannot inspect or investig
51、atecompletely our auditor.On December 29,2022,legislation entitled“Consolidated Appropriations Act,2023”(the“ConsolidatedAppropriations Act”)was signed into law by President Biden,which contained,among other things,an identical provision to theAccelerating Holding Foreign Companies Accountable Act a
52、nd amended the HFCAA by requiring the SEC to prohibit an issuerssecurities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive yearsinstead of three,thus reducing the time period for triggering the prohibition on trading.On August 26,2022,th
53、e PCAOBannounced that it had signed a Statement of Protocol(the“SOP”)with the China Securities Regulatory Commission and theMinistry of Finance of China.The SOP,together with two protocol agreements governing inspections and investigations(together,the“SOP Agreement”),establishes a specific,accounta
54、ble framework to make possible complete inspections and investigations bythe PCAOB of audit firms based in mainland China and HK SAR,as required under U.S.law.The SOP Agreement remainsunpublished and is subject to further explanation and implementation.In other words,the SOP Agreement is just the fi
55、rst steptoward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainlandChina and HK SAR.Pursuant to the fact sheet with respect to the SOP Agreement disclosed by the SEC,the PCAOB shall havesole discretion to select any audit firms for insp
56、ection or investigation and the PCAOB inspectors and investigators shall have aright to see all audit documentation without redaction.According to the PCAOB,its December 2021 determinations under theHFCAA remain in effect.The PCAOB is required to reassess these determinations by the end of 2022.Unde
57、r the PCAOBs rules,a reassessment of a determination under the HFCAA may result in the PCAOB reaffirming,modifying or vacating thedetermination.However,if the PCAOB continues to be prohibited from conducting complete inspections and investigations ofPCAOB-registered public accounting firms in mainla
58、nd China and HK SAR,the PCAOB is likely to determine by the end of 2022that positions taken by authorities in the PRC obstructed its ability to inspect and investigate registered public accounting firms inmainland China and HK SAR completely,then the companies audited by those registered public acco
59、unting firms would be subjectto a trading prohibition on U.S.markets pursuant to the HFCAA.On December 16,2022,the Chairwoman of the HouseCommittee on Financial Services announced that PCAOB had determined that it had gained complete and unfettered access to beable to inspect China-based and HK SAR-
60、based PCAOB-registered accounting and audit firms.WANGDIQIYUAN INTERNATIONAL HOLDINGS LTD.is not an operating company but a United Kingdom holding companywith operations primarily conducted by its subsidiaries.Investors in our Ordinary Shares thus are purchasing equity interest in aUnited Kingdom ho
61、lding company.WANGDIQIYUAN INTERNATIONAL HOLDINGS LTD.directly holds equity interests in itssubsidiaries,and does not operate its business through variable interest entities.As used in this prospectus,“we,”“us,”“ourcompany,”or“our”refers to WANGDIQIYUAN INTERNATIONAL HOLDINGS LTD.and when describing
62、 the financial resultsof WANGDIQIYUAN INTERNATIONAL HOLDINGS LTD.,also includes its subsidiaries.This structure involves unique risksto investors.As a holding company,we may rely on dividends from our subsidiaries for our cash requirements,including anypayment of dividends to our shareholders.The ab
63、ility of our subsidiaries to pay dividends to us may be restricted by the debt theyincur on their own behalf or laws and regulations applicable to them.We also may face risks relating to the lack of Public Company Accounting Oversight Board(the“PCAOB”)inspection on ourauditor,which may cause our sec
64、urities to be delisted from a U.S.stock exchange or prohibited from being traded over-the-counterin the future under the Holding Foreign Companies Accountable Act,or the HFCAA,if the U.S.Securities and ExchangeCommission(the“SEC”)determines that we have filed annual report containing an audit report
65、 issued by a registered publicaccounting firm that the PCAOB has determined it is unable to invest or investigate completely for three consecutive yearsbeginning in 2021.On June 22,2021,the U.S.Senate passed Accelerating Holding Foreign Companies Accountable Act and onDecember 29,2022,a legislation
66、entitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)wassigned into law by President Biden,which contained,among other things,an identical provision to Accelerating Holding ForeignCompanies Accountable Act and amended the Holding Foreign Companies Accountable Act by re
67、quiring the SEC to prohibit anissuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutiveyears instead of three,thus reducing the time before your securities may be prohibited from trading or delisted.The delisting or thecessation
68、 of trading of our Ordinary Shares,or the threat of their being delisted or prohibited from being traded,may materiallyand adversely affect the value of your investment.On December 16,2021,the PCAOB issued a report to notify the SEC itsdeterminations that it is unable to inspect or investigate compl
69、etely registered public accounting firms headquartered in mainlandChina and Hong Kong,respectively,and identifies the registered public accounting firms in mainland China and Hong Kong thatare subject to such determinations.On August 26,2022,the China Securities Regulatory Commission,or CSRC,the Min
70、istry ofFinance of the PRC,and the PCAOB signed a Statement of Protocol,or the Protocol,governing inspections and investigations ofaudit firms based in China and Hong Kong.The Protocol remains unpublished and is subject to further explanation andimplementation.Pursuant to the fact sheet with respect
71、 to the Protocol disclosed by the SEC,the PCAOB shall have independentdiscretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to theSEC.On December 15,2022,the PCAOB Board determined that the PCAOB was able to secure complete acce
72、ss to inspect andinvestigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previousdeterminations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate the PCAOBs access in thefuture,the PCAOB Board will con
73、sider the need to issue a new determination.Our securities may be delisted or prohibited fromtrading if the PCAOB determines that it cannot inspect or investigate completely our auditor under the HFCAA.Furthermore,the PRC government may intervene or influence the Hong Kong operations of an offshore
74、holding company,such asthose of our subsidiaries,at any time.These risks,together with uncertainties in the legal system of mainland China and theinterpretation and enforcement of PRC laws,regulations,and policies,could hinder our ability to offer or continue to offer theOrdinary Shares,result in a
75、material adverse change to our subsidiaries business operations,and damage our reputation,whichcould cause the Ordinary Shares to significantly decline in value or become worthless.Neither the U.S.Securities and Exchange Commission nor any state securities commission nor any other regulatory body ha
76、sapproved or disapproved of these securities or determined if this prospectus is truthful or complete.Any representation to thecontrary is a criminal offense.Investing in our Ordinary Shares involves a high degree of risk,including the risk of losing your entire investment.PER SHARE TOTAL Initial pu
77、blic offering price$Underwriting discounts and commissions(1)$Proceeds,before expenses,to us$(1)See“Underwriting”in this prospectus for more information regarding our arrangements with the underwriter.We expect our total cash expenses for this offering(including cash expenses payable to our underwri
78、ters for their out-of-pocketexpenses)to be approximately$,exclusive of the above commissions.In addition,we will pay additional items of value inconnection with this offering that are viewed by the Financial Industry Regulatory Authority,or FINRA,as underwritingcompensation.These payments will furth
79、er reduce proceeds available to us before expenses.See“Underwriting.”Neither we nor any of the underwriters have authorized anyone to provide any information or to make any representations otherthan those contained in this prospectus or in any free writing prospectuses we have prepared.Neither we no
80、r any of theunderwriters take responsibility for,and can provide no assurance as to the reliability of,any other information that others maygive you.This prospectus is an offer to sell only the shares offered hereby,but only under circumstances and in jurisdictions whereit is lawful to do so.The inf
81、ormation contained in this prospectus is current only as of its date,regardless of the time of delivery ofthis prospectus or of any sale of our common stock.For investors outside the United States:Neither we nor any of the underwriters have done anything that would permit this offeringor possession
82、or distribution of this prospectus in any jurisdiction where action for that purpose is required,other than in theUnited States.Persons outside the United States who come into possession of this prospectus must inform themselves about,andobserve any restrictions relating to,the offering of the share
83、s of our common stock and the distribution of this prospectus outsidethe United States.Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approvedor disapproved of these securities or determined if this prospectus is truthful or compl
84、ete.Any representation to the contrary is acriminal offense.TABLE OF CONTENTS PagePROSPECTUS SUMMARY2OFFERINGS8RISK FACTORS9SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS17USE OF PROCEEDS19DIVIDEND POLICY20CORPORATE STRUCTURE21BUSINESS22REGULATIONS MANAGEMENT25PRINCIPAL SHAREHOLDERS28SHARES ELIGI
85、BLE FOR FUTURE SALE29UNDERWRITING WHERE YOU CAN FIND ADDITIONAL INFORMATION37INDEX TO FINANCIAL STATEMENTS Table of Contents PROSPECTUS SUMMARY The following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed information andfinancial statements appearing
86、 elsewhere in this prospectus.In addition to this summary,we urge you to read the entire prospectuscarefully,especially the risks of investing in our Ordinary Shares discussed under“Risk Factors”before deciding whether to buyour Ordinary Shares.Overview of Our Company WANGDIQIYUAN INTERNATIONAL HOLD
87、INGS LTD,as a head enterprise to promote the structural reform of the agriculturalsupply side and the integration and upgrading of the agricultural industry,has for many years taken the implementation of the ruralrevitalization strategy as an important hand to stabilize the agricultural industry cha
88、in,the food supply chain of the importantcarriers,the implementation of major agricultural projects,and the promotion of the development of the industrial integration ofthe main body of investment and financing.It undertakes the social responsibility of promoting the development of the agricultural
89、industry,strengthens the leading role andleverage effect of agricultural funds,increases the proportion of the state-owned economy,and guarantees food security.Taking theindustrial chain enhancement work as the guide,and adhering to the path of state-owned capital leading the market-orientedoperatio
90、n,it builds the agricultural investment and financing service platform and the foreign cooperation bearing platform.Over the years,WANGDIQIYUAN INTERNATIONAL HOLDINGS LTD gives full play to the dual advantages of state-ownedpolicy investment company and professional investment company in the field o
91、f modern agricultural industry,actively participatesin the strategy of rural revitalization,supports hundreds of agricultural industrialized leading enterprises,promotes the structuralreform of agricultural supply side and the integration and upgrading of agricultural industry,supports and promotes
92、the financialenterprise-related funds fund reform,and serve and promote the construction of agricultural modernization.The Industry 1、Market scale According to iResearch,the scale of Chinas big health industry will be around 10 trillion yuan in 2021,and is expected to reach9.0 trillion yuan in 2024.
93、Among them,medical services and pharmaceutical and healthcare products are the two segments thataccount for the largest share,occupying 51.2%and 25.8%of the scale of the big health industry respectively.Nutritional healthfood,medical healthcare devices,leisure and healthcare services and health cons
94、ulting and management are also showing fastgrowth rates,and more innovations and breakthroughs are expected in the coming years.2.Competition pattern Chinas major healthcare industry involves a number of industries and fields,and the competitive landscape is complex anddiverse.In the field of medica
95、l services,public hospitals are still the main force,but private hospitals and community healthservice centers are also growing and providing more convenient and personalized services.In the field of pharmaceutical andhealthcare products,domestic and international famous brands such as Baiyunshan,Yu
96、nnan Baiyao,Aier Ophthalmology,JiuzhouTong,Pharmacopeia,and the common people have strong market influence and competitive advantages.3.Development trend The development trend of Chinas big health industry mainly includes the following aspects:2 Table of Contents(1)Policy-enhanced development toward
97、s high quality.In recent years,Chinas government has continuously issued policies,andthe central and local governments have increased investment to establish and improve the fairness and accessibility of basicmedical and health services,and withstood the test of the 2020 epidemic.During the 14th Fiv
98、e-Year Plan period,Chinashealthcare service system has developed in a high-quality and all-round way around the whole life cycle of the people.Chinesemedicine treatment,health care products,Internet+medical care and other power points,to lead the way and optimize thelayout.(2)Technological innovatio
99、n,empowering industrial upgrading.Big data and artificial intelligence technologies have empowered anumber of big health industry fields,including public health big data,rapid diagnosis of diseases,telemedicine,identification anddiagnosis,drug R&D,rehabilitation treatment,etc.,which have improved th
100、e diagnosis and treatment level of medical services,improved the experience of medical treatment,expanded the service boundaries of the big health industry,and lowered the cost ofservices.People will enjoy common high-level medical and health services,and the application of big data and artificialin
101、telligence technology in the field of big health industry has a broad prospect.(3)Consumption upgrading and diversified demand.With Chinas social and economic development,the peoples deep-seatedhealth consciousness has awakened,and the people have a higher-quality understanding and pursuit of the co
102、ncept of health.Inaddition to the treatment of diseases,people pay more attention to preventive health care,health maintenance,mental health andother aspects of demand.At the same time,people also have higher requirements for the quality,safety and personalization ofhealth products and services.This
103、 will promote the major health industry to provide more diversified,differentiated andcustomized products and services to meet the needs of different consumers.In conclusion,Chinas major health industry will usher in new development opportunities and challenges in 2023,and the industrywill become mo
104、re competitive and diversified.Only through continuous innovation and optimization can we stand invincible inthis rapidly changing market.The modernization of agriculture has become a global trend,which leads traditional agriculture to the path of modernization,efficiency and sustainability.The foll
105、owing is a detailed analysis of the trend of agricultural modernization:(1)Scientific and technological innovation leads agricultural development With the continuous progress of science and technology,agriculture is also experiencing unprecedented changes.Science andtechnology innovation leads the d
106、evelopment of agriculture,bringing higher benefits and lower costs to agricultural production.For example,through the application of advanced technologies such as artificial intelligence,big data and the Internet of Things(IoT),it is possible to realize the intelligence and precision of agricultural
107、 production and improve the yield and quality of crops.(2)Sustainable development becomes the core Agricultural modernization is not only about improving agricultural production efficiency,but more importantly,achievingsustainable development.Sustainable development includes environmental friendline
108、ss,resource conservation,and the unity ofeconomic and social benefits.In the future,agricultural modernization will pay more attention to adopting sustainable productionmethods such as organic agriculture and ecological agriculture to protect the ecological environment and natural resources.(3)Integ
109、ration and optimization of the agricultural industry chain Agricultural modernization requires the synergistic development of the entire agricultural industry chain.All links from seeds,fertilizers and pesticides to agricultural product processing,logistics and sales need to be integrated and optimi
110、zed.Through theintegration and optimization of the agricultural industry chain,it can realize the effective docking between agricultural productionand the market,and improve the agricultural economic efficiency and anti-risk ability.3 Table of Contents(4)Agricultural scale and intensive management W
111、ith the acceleration of urbanization and the aging of the agricultural population,the traditional small-scale and decentralizedagricultural production model has been difficult to adapt to the needs of modern society.Therefore,agricultural scale and intensiveoperation has become an inevitable trend.T
112、hrough land transfer,cooperatives and other ways to achieve large-scale,intensiveagricultural production,can better improve the efficiency of agricultural production and resource utilization.(5)Application of digital and intelligent technology Digitalization and intelligent technology has become an
113、important feature of modern agriculture.Through the application ofInternet of Things,big data,artificial intelligence and other technologies,it is possible to realize accurate management,intelligentdecision-making and efficient operation of the agricultural production process.For example,the automat
114、ion and intelligence ofagricultural production can be realized by using technologies such as drones and intelligent greenhouses.In short,agricultural modernization trends include scientific and technological innovation leadership,sustainable development,integration and optimization of the agricultur
115、al industry chain and other aspects.These trends will lead the development directionof modern agriculture and promote the improvement of agricultural productivity and the sustainable development of theagricultural economy.Our Corporate Structure Risk Factors Summary Risks Related to Our Business We
116、have grown rapidly in recent years and have limited experience operating at our current scale of operations.If we areunable to manage our growth effectively,our brand,company culture and financial results may suffer.We have limited sources of working capital and will need substantial additional fina
117、ncing.We are dependent on certain key personnel and loss of these key personnel could have a material adverse effect on ourbusiness,financial condition and results of operations.Our success depends on our ability to protect our intellectual property.The global coronavirus COVID-19 pandemic has cause
118、d significant disruptions in our business,which may continue tomaterially and adversely affect our results of operations and financial condition.4 Table of Contents A severe or prolonged downturn in the global or Chinese economy could materially and adversely affect our business andour financial con
119、dition.Risks Related to the Offering and Our Ordinary Shares The initial public offering price of our Ordinary Shares may not be indicative of the market price of our Ordinary Sharesafter this offering.In addition,an active,liquid and orderly trading market for our Ordinary Shares may not develop or
120、 bemaintained,and our share price may be volatile.There may not be an active,liquid trading market for our Ordinary Shares.Because we do not expect to pay dividends in the foreseeable future after this offering,you must rely on a priceappreciation of the Ordinary Shares for a return on your investme
121、nt.A sale or perceived sale of a substantial number of our Ordinary Shares may cause the price of our Ordinary Shares todecline.There can be no assurance that we will not be a passive foreign investment company(“PFIC”)for United States federalincome tax purposes for any taxable year,which could subj
122、ect United States holders of our Ordinary Shares to significantadverse United States federal income tax consequences.For as long as we are an emerging growth company,we will not be required to comply with certain reporting requirements,including those relating to accounting standards and disclosure
123、about our executive compensation,that apply to otherpublic companies.If we fail to establish and maintain proper internal financial reporting controls,our ability to produce accurate financialstatements or comply with applicable regulations could be impaired.Nasdaq may apply additional and more stri
124、ngent criteria for our initial and continued listing because we plan to have asmall public offering and insiders will hold a large portion of the companys listed securities.If we cannot satisfy,or continue to satisfy,the initial listing requirements and other rules of Nasdaq Capital Market,although
125、we exempt from certain corporate governance standards applicable to US issuers as a Foreign Private Issuer,oursecurities may not be listed or may be delisted,which could negatively impact the price of our securities and your ability tosell them.The market price of our ordinary shares may be volatile
126、 or may decline regardless of our operating performance,and youmay not be able to resell your shares at or above the public offering price.We have broad discretion in the use of the net proceeds from our public offering and may not use them effectively.We will incur additional costs as a result of b
127、ecoming a public company,which could negatively impact our net income andliquidity.Implications of Being an Emerging Growth Company Implications of Our Being an“Emerging Growth Company”5 Table of Contents On September 9,2022,the SEC adopted inflation adjustments mandated by the Jumpstart Our Busines
128、s Startups Act of 2012(the“JOBS Act”).As a result,an“emerging growth company”will lose its emerging growth company status on the last day of thefiscal year in which it has$1.235 billion or more in total.As a company with less than$1.235 billion in revenue during our lastfiscal year,we qualify as an“
129、emerging growth company”as defined in the JOBS Act.“An“emerging growth company”may takeadvantage of reduced reporting requirements that are otherwise applicable to larger public companies.In particular,as an emerginggrowth company,we:may present only two years of audited financial statements and onl
130、y two years of related Managements Discussion andAnalysis of Financial Condition and Results of Operations;are not required to provide a detailed narrative disclosure discussing our compensation principles,objectives and elementsand analyzing how those elements fit with our principles and objectives
131、,which is commonly referred to as“compensationdiscussion and analysis”;are not required to obtain an attestation and report from our auditors on our managements assessment of our internal controlover financial reporting pursuant to the Sarbanes-Oxley Act of 2002;are not required to obtain a non-bind
132、ing advisory vote from our shareholders on executive compensation or golden parachutearrangements(commonly referred to as the“say-on-pay,”“say-on frequency”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph an
133、d CEO payratio disclosure;are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107 ofthe JOBS Act;and will not be required to conduct an evaluation of our internal control over financial reporting until our second annual report onForm
134、20-F following the effectiveness of our initial public offering.We intend to take advantage of all of these reduced reporting requirements and exemptions,including the longer phase-in periodsfor the adoption of new or revised financial accounting standards under 107 of the JOBS Act.Our election to u
135、se the phase-inperiods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerginggrowth companies that have opted out of the phase-in periods under 107 of the JOBS Act.Under the JOBS Act,we may take advantage of the above-described reduced
136、reporting requirements and exemptions until we nolonger meet the definition of an emerging growth company.The JOBS Act provides that we would cease to be an“emerginggrowth company”at the end of the fiscal year in which the fifth anniversary of our initial sale of common equity pursuant to aregistrat
137、ion statement declared effective under the Securities Act of 1933,as amended(the“Securities Act”)occurred,if we havemore than$1.235 billion in annual revenue,have more than$700 million in market value of our Class A Ordinary Share held bynon-affiliates,or issue more than$1 billion in principal amoun
138、t of non-convertible debt over a three-year period.Foreign Private Issuer Status We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934,as amended(the“Exchange Act”).As such,we are exempt from certain provisions applicable to United States domestic
139、public companies.Forexample:we are not required to provide as many Exchange Act reports,or as frequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our home country requirements,which are less rigorous than therules that apply to domestic public compani
140、es;we are not required to provide the same level of disclosure on certain issues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of materialinformation;6 Table of Contents we are not required to comply with t
141、he sections of the Exchange Act regulating the solicitation of proxies,consents,orauthorizations in respect of a security registered under the Exchange Act;and we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their shareownership and trad
142、ing activities and establishing insider liability for profits realized from any“short-swing”trading transaction.Implications of Being a Controlled Company Controlled companies are exempt from the majority of independent director requirements.Controlled companies are subject to anexemption from Nasda
143、q standards requiring that the board of a listed company consist of a majority of independent directorswithin one year of the listing date.Public Companies that qualify as a“Controlled Company”with securities listed on the Nasdaq Stock Market(Nasdaq),mustcomply with the exchanges continued listing s
144、tandards to maintain their listings.Nasdaq has adopted qualitative listing standards.Companies that do not comply with these corporate governance requirements may lose their listing status.Under the Nasdaq rules,a“controlled company”is a company with more than 50%of its voting power held by a single
145、 person,entity or group.UnderNasdaq rules,a controlled company is exempt from certain corporate governance requirements including:the requirement that a majority of the board of directors consist of independent directors;the requirement that a listed company have a nominating and governance committe
146、e that is composed entirely of independentdirectors with a written charter addressing the committees purpose and responsibilities;the requirement that a listed company have a compensation committee that is composed entirely of independent directors witha written charter addressing the committees pur
147、pose and responsibilities;and the requirement for an annual performance evaluation of the nominating and governance committee and compensationcommittee.Controlled companies must still comply with the exchanges other corporate governance standards.These include having an auditcommittee and the specia
148、l meetings of independent or non-management directors.7 Table of Contents OFFERINGS Below is a summary of the terms of the offering:IssuerWANGDIQIYUAN INTERNATIONAL HOLDINGS LTD.Securities Being Offered Ordinary Shares,par value US$0.0001 per share Offering PriceWe expect that the initial public off
149、ering price will be US$5.00 per Ordinary Share.Ordinary Shares OutstandingImmediately Before This Offering Ordinary Shares Ordinary Shares OutstandingImmediately After This Offering Ordinary Shares(or Ordinary Shares if the underwriters exercisetheir option to purchase additional Ordinary Shares in
150、full).Voting RightsEach Ordinary Share is entitled to one vote.Use of Proceeds Proposed Nasdaq Trading Symbol andListingWDQY Lock-upOur directors,executive officers,and shareholder who own 5%or more of theoutstanding Ordinary Shares intended agreed with the underwriters not to offer forsale,issue,se
151、ll,contract to sell,pledge or otherwise dispose of any of our OrdinaryShares or securities convertible into Ordinary Shares for a period of 6 monthscommencing on the date of this prospectus.The Company is also prohibited fromconducting offerings during this period and from re-pricing or changing the
152、 termsof existing options and warrants.See“Underwriting”for additional information.Transfer Agent Risk factorsSee“Risk Factors”for a discussion of risks you should carefully consider beforeinvesting in our Ordinary Shares.8 Table of Contents RISK FACTORS An investment in our Ordinary Shares involves
153、 a high degree of risk.Before deciding whether to invest in our Ordinary Shares,you should consider carefully the risks described below,together with all of the other information set forth in this prospectus,including the section titled“Managements Discussion and Analysis of Financial Condition and
154、Results of Operations”and ourconsolidated financial statements and related notes.If any of these risks actually occurs,our business,financial condition,resultsof operations or cash flow could be materially and adversely affected,which could cause the trading price of our Ordinary Sharesto decline,re
155、sulting in a loss of all or part of your investment.The risks described below and in the documents referenced aboveare not the only ones that we face.Additional risks not presently known to us or that we currently deem immaterial may also affectour business.You should only consider investing in our
156、Ordinary Shares if you can bear the risk of loss of your entire investment.Risks Related to Our Business We have grown rapidly in recent years and have limited experience operating at our current scale of operations.If we areunable to manage our growth effectively,our brand,company culture and finan
157、cial results may suffer.We have grown rapidly in the past year and our recent growth rates and financial results should not be considered indicators of ourfuture performance.In order to effectively manage and leverage our growth,we must continue to expand our sales and marketing,focus on innovative
158、product and website development,and upgrade our management information systems.Our continued growthhas in the past and may in the future strain our existing resources and we may experience ongoing operational difficulties inmanaging our operations in numerous jurisdictions,including difficulties in
159、recruiting,training and managing a dispersed andgrowing employee base.Failure to expand and maintain our company culture through growth may harm our future success,including our ability to retain and recruit personnel and to effectively focus on and pursue our corporate goals.The industry is evolvin
160、g rapidly and may not evolve as we expect.Even if our net sales continue to grow,our net sales growth ratemay decline in the future due to a variety of factors,including macroeconomic factors,changes in supply and supply chain,changes in consumer preferences,increased competition and the maturation
161、of our business.Accordingly,you should not rely onour net sales growth rates for any prior period as an indicator of our future performance.Our overall growth in net sales willdepend on many factors,including our ability to:1)price our products and services effectively so that we can attract new cus
162、tomers and expand our relationships with existingcustomers.2)accurately forecast our net sales and plan our operating expenses.3)compete successfully with other companies that are or may be entering our competitive market in the future and respond todevelopments in those competitors,such as pricing
163、changes and the introduction of new products and services.4)Complying with existing and new laws and regulations that apply to our business.5)Successfully expanding into existing markets and entering new markets,including new geographic areas and categories.6)The successful introduction of new produ
164、cts and enhancements to our products and services and their features,including inresponse to new trends or competitive dynamics or customer needs or preferences.7)Successfully identifying and acquiring or investing in businesses,products or technologies that we believe will complement orexpand our b
165、usiness.9 Table of Contents8)Avoiding disruptions or interruptions in the distribution of our products and services.9)Providing quality support to our customers that meets their needs.10)Hiring,integrating and retaining talented sales,customer service and other personnel.11)Effectively managing the
166、growth of our business,personnel and operations,including the opening of new showrooms.12)Effectively managing the costs associated with our business and operations.13)Maintaining and enhancing our reputation and brand value.Because of our limited history of operating our business at our current sca
167、le,it is difficult to assess our current operations andfuture prospects,including our ability to plan for and model future growth.Our limited operating experience at this scale,combined with the rapidly evolving nature of the markets in which we sell our products and services,the significant uncerta
168、intyabout how these markets will develop and other economic factors beyond our control,reduces our ability to accurately forecastquarterly or annual revenues.Failure to effectively manage our future growth could adversely affect our business,financialcondition and results of operations.We have limit
169、ed sources of working capital and will need substantial additional financing.The working capital required to implement our business strategy will most likely be provided by funds obtained through offeringsof our equity,debt,debt-linked securities,and/or equity-linked securities,and revenues generate
170、d by us.No assurance can be giventhat we will have revenues sufficient to sustain our operations or that we would be able to obtain equity/debt financing in thecurrent economic environment.If we do not have sufficient working capital and are unable to generate sufficient revenues or raiseadditional
171、funds,we may delay the completion of or significantly reduce the scope of our current business plan;postpone thehiring of new personnel;or,under certain dire financial circumstances,substantially curtail or cease our operations.We may need to engage in capital-raising transactions in the near future
172、.Such financing transactions may well cause substantialdilution to our shareholders and could involve the issuance of securities with rights senior to the outstanding shares.Our ability tocomplete additional financings is dependent on,among other things,the state of the capital markets at the time o
173、f any proposedoffering,market reception of the Company and the likelihood of the success of its business model and offering terms.There is noassurance that we will be able to obtain any such additional capital through asset sales,equity or debt financing,or anycombination thereof,on satisfactory ter
174、ms or at all.Additionally,no assurance can be given that any such financing,if obtained,will be adequate to meet our capital needs and to support our operations.If we do not obtain adequate capital on a timely basis andon satisfactory terms,our revenues and operations and the value of our Ordinary S
175、hares and Ordinary Share equivalents would bematerially negatively impacted and we may cease our operations.We are dependent on certain key personnel and loss of these key personnel could have a material adverse effect on ourbusiness,financial condition and results of operations.We are dependent on
176、certain key personnel and loss of these key personnel could have a material adverse effect on our business,financial condition and results of operations.Our success is,to a certain extent,attributable to the management,sales and marketing of key personnel.We are dependent uponthe services of Mr.XING
177、DONG YIN,our Chairman of the Board,for the continued growth and operation of our Company,due tohis industry experience,technical expertise,as well as his personal and business contacts in the PRC.Additionally,Mr.XINGDONG YIN performs key functions in the operation of our business.We may not be able
178、to retain Mr.XINGDONG YINand Ms.FENGLI GUO for any given period of time.Although we have no reason to believe that Mr.XINGDONG YIN and Ms.FENGLI GUO will discontinue their services with us,the interruption or loss of his services would adversely affect our ability toeffectively run our business and
179、pursue our business strategy as well as our results of operations.We do not carry key man lifeinsurance for any of our key personnel,nor do we foresee purchasing such insurance to protect against the loss of key personnel.10 Table of Contents The global coronavirus COVID-19 pandemic has caused signi
180、ficant disruptions in our business,which may continue tomaterially and adversely affect our results of operations and financial condition.On March 11,2020,the World Health Organization declared the COVID-19 outbreak a global pandemic.Many businesses andsocial activities in Hongkong and other countri
181、es and regions were severely disrupted in 2020,including those of our suppliers,customers and employees.This pandemic has also caused market panics,which materially and negatively affected the globalfinancial markets,such as the plunge of global stocks on major stock exchanges in March 2020.Such dis
182、ruption and slowdown ofthe worlds economy in 2020 and beyond had,and may continue to have,a material adverse effect on our results of operations andfinancial condition.We and our customers experienced significant business disruptions and suspension of operations due toquarantine measures to contain
183、the spread of the pandemic,which caused shortage in the supply of raw materials,reduced ourproduction capacity,increased the likelihood of default from our customers and delayed our product delivery.All of these hadresulted in a material adverse effect on our results of operations and financial cond
184、ition in the fiscal year 2021.The extent to whichthe COVID-19 pandemic may impact our business,operations and financial results will depend on numerous evolving factors thatthe Company cannot accurately predict at this time,including the uncertainty on the potential resurgence of the COVID-19 cases
185、inHongkong,the continual spread of the virus globally,and the instability of local and global government policies and restrictions.We are closely monitoring the development of the COVID-19 pandemic and continuously evaluating any further potential impacton our business,results of operations and fina
186、ncial condition.If the pandemic persists or escalates,we may be subject to furthernegative impact on our business operations and financial condition.Risks Related to the Offering and Our Ordinary Shares The initial public offering price of our Ordinary Shares may not be indicative of the market pric
187、e of our Ordinary Sharesafter this offering.In addition,an active,liquid and orderly trading market for our Ordinary Shares may not develop or bemaintained,and our share price may be volatile.Prior to the completion of this offering,our Ordinary Shares were not traded on any market.Any active,liquid
188、 and orderly tradingmarket for our Ordinary Shares may not develop or be maintained after this offering.Active,liquid and orderly trading marketsusually result in less price volatility and more efficiency in carrying out investors purchase and sale orders.The market price ofour Ordinary Shares could
189、 vary significantly as a result of a number of factors,some of which are beyond our control.In the eventof a drop in the market price of our Ordinary Shares,you could lose a substantial part or all of your investment in our OrdinaryShares.The initial public offering price will be determined by us,ba
190、sed on numerous factors and may not be indicative of themarket price of our Ordinary Shares after this offering.Consequently,you may not be able to sell our Ordinary Shares at a priceequal to or greater than the price paid by you in this offering.The following factors could affect our share price:ou
191、r operating and financial performance;quarterly variations in the rate of growth of our financial indicators,such as net income per share,net income and revenues;the public reaction to our press releases,our other public announcements and our filings with the SEC;strategic actions by our competitors
192、;changes in revenue or earnings estimates,or changes in recommendations or withdrawal of research coverage,by equity researchanalysts;speculation in the press or investment community;the failure of research analysts to cover our Ordinary Shares;11 Table of Contents sales of our Ordinary Shares by us
193、 or other shareholders,or the perception that such sales may occur;changes in accounting principles,policies,guidance,interpretations or standards;additions or departures of key management personnel;actions by our shareholders;domestic and international economic,legal and regulatory factors unrelate
194、d to our performance;and the realization of any risks described under this“Risk Factors”section.The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance ofparticular companies.These broad market fluctuations may adversely affect the
195、trading price of our Ordinary Shares.Securitiesclass action litigation has often been instituted against companies following periods of volatility in the overall market and in themarket price of a companys securities.Such litigation,if instituted against us,could result in very substantial costs,div
196、er ourmanagements attention and resources and harm our business,operating results and financial condition.There may not be an active,liquid trading market for our Ordinary Shares.Prior to the completion of this offering,there has been no public market for our Ordinary Shares.An active trading market
197、 for ourOrdinary Shares may not develop or be sustained following this offering.You may not be able to sell your shares at the marketprice,if at all,if trading in our shares is not active.The initial public offering price was determined by negotiations between us andour advisors based upon a number
198、of factors.The initial public offering price may not be indicative of prices that will prevail in thetrading market.Because we do not expect to pay dividends in the foreseeable future after this offering,you must rely on a priceappreciation of the Ordinary Shares for a return on your investment.We c
199、urrently intend to retain most,if not all,of our available funds and any future earnings after this offering to fund thedevelopment and growth of our business.As a result,we do not expect to pay any cash dividends in the foreseeable future.Therefore,you should not rely on an investment in the Ordina
200、ry Shares as a source for any future dividend income.A sale or perceived sale of a substantial number of our Ordinary Shares may cause the price of our Ordinary Shares todecline.If our shareholders sell substantial amounts of our Ordinary Shares in the public market,the market price of our Ordinary
201、Sharescould fall.Moreover,the perceived risk of this potential dilution could cause shareholders to attempt to sell their shares andinvestors to short our Ordinary Shares.These sales also make it more difficult for us to sell equity-related securities in the future ata time and price that we deem re
202、asonable or appropriate.There can be no assurance that we will not be a passive foreign investment company(“PFIC”)for United States federalincome tax purposes for any taxable year,which could subject United States holders of our Ordinary Shares to significantadverse United States federal income tax
203、consequences.A non-United States corporation will be a passive foreign investment company,or PFIC,for United States federal income taxpurposes for any taxable year if either(i)at least 75%of its gross income for such taxable year is passive income or(ii)at least50%of the value of its assets(based on
204、 average of the quarterly values of the assets)during such year is attributable to assets thatthat produce or are held for the production of passive income.Based on the current and anticipated value of our assets and thecomposition of our income assets,we do not expect to be a PFIC for United States
205、 federal income tax purposes for our currenttaxable year ended December 31,2021 or in the foreseeable future.However,the determination of whether or not we are a PFICaccording to the PFIC rules is made on an annual basis and depend on the composition of our income and assets and the value ofour asse
206、ts from time to time.Therefore,changes in the composition of our income or assets or value of our assets may cause us tobecome a PFIC.The determination of the value of our assets(including goodwill not reflected on our balance sheet)may be based,in part,on the quarterly market value of Ordinary Shar
207、es,which is subject to change and may be volatile.12 Table of Contents The classification of certain of our income as active or passive,and certain of our assets as producing active or passive income,and hence whether we are or will become a PFIC,depends on the interpretation of certain United State
208、s Treasury Regulations aswell as certain IRS guidance relating to the classification of assets as producing active or passive income.Such regulationsguidance is potentially subject to different interpretations.If due to different interpretations of such regulations and guidance thepercentage of our
209、passive income or the percentage of our assets treated as producing passive income increases,we may be a PFICin one of more taxable years.If we are a PFIC for any taxable year during which a United States person holds Ordinary Shares,certain adverse United Statesfederal income tax consequences could
210、 apply to such United States person.For as long as we are an emerging growth company,we will not be required to comply with certain reporting requirements,including those relating to accounting standards and disclosure about our executive compensation,that apply to otherpublic companies.We are class
211、ified as an“emerging growth company”under the JOBS Act.For as long as we are an emerging growth company,which may be up to five full fiscal years,unlike other public companies,we will not be required to,among other things,(i)providean auditors attestation report on managements assessment of the effe
212、ctiveness of our system of internal control over financialreporting pursuant to Section 404(b)of the Sarbanes-Oxley Act,(ii)comply with any new requirements adopted by the PCAOBrequiring mandatory audit firm rotation or a supplement to the auditors report in which the auditor would be required to pr
213、ovideadditional information about the audit and the financial statements of the issuer,(iii)provide certain disclosure regarding executivecompensation required of larger public companies,or(iv)hold nonbinding advisory votes on executive compensation.We willremain an emerging growth company for up to
214、 five years,although we will lose that status sooner if we have more than$1.235billion of revenues in a fiscal year,have more than$700 million in market value of our Ordinary Shares held by non-affiliates,orissue more than$1.0 billion of non-convertible debt over a three-year period.To the extent th
215、at we rely on any of the exemptions available to emerging growth companies,you will receive less informationabout our executive compensation and internal control over financial reporting than issuers that are not emerging growthcompanies.If some investors find our Ordinary Shares to be less attracti
216、ve as a result,there may be a less active trading market forour Ordinary Shares and our share price may be more volatile.If we fail to establish and maintain proper internal financial reporting controls,our ability to produce accurate financialstatements or comply with applicable regulations could b
217、e impaired.Pursuant to Section 404 of the Sarbanes-Oxley Act,we will be required to file a report by our management on our internal controlover financial reporting,including an attention report on internal control over financial reporting issued by our independentregistered public accounting firm.Ho
218、wever,while we remain an emerging growth company,we will not be required to include anattestation report on internal control over financial reporting issued by our independent registered public accounting firm.Thepresence of material weakness in internal control over financial reporting could result
219、 in financial statement errors,which,in turn,could lead to error our financial reports and/or delays in our financial reporting,which could require us to restate our operatingresults.We might not identify one or more material weaknesses in our internal controls in connection with evaluating ourcompl
220、iance with Section 404 of the Sarbanes-Oxley Act.In order to maintain and improve the effectiveness of our disclosurecontrols and procedures and internal controls over financial reporting.We will need to expend significant resources and providesignificant management oversight.Implementing any approp
221、riate changes to our internal controls may require specific compliancetraining of our directors and employees,entail substantial costs in order to modify our existing accounting systems,take asignificant period of time to complete and divert managements attention from other business concerns.These c
222、hanges may not,however,be effective in maintaining the adequacy of our internal control.13 Table of Contents If we are unable to conclude that we have effective internal controls over financial reporting,investors may lose confidence in ouroperating results,the price of the Ordinary Shares could dec
223、line and we may be subject to litigation or regulatory enforcementactions.In addition,if we are unable to meet the requirements of Section 404 of the Sarbanes-Oxley Act,the Ordinary Shares maynot be able to remain listed on the exchange.Nasdaq may apply additional and more stringent criteria for our
224、 initial and continued listing because we plan to have asmall public offering and insiders will hold a large portion of the companys listed securities.Nasdaq Listing Rule 5101 provides Nasdaq with broad discretionary authority over the initial and continued listing of securities inNasdaq and Nasdaq
225、may use such discretion to deny initial listing,apply additional or more stringent criteria for the initial orcontinued listing of particular securities,or suspend or delist particular securities based on any event,condition,or circumstancethat exists or occurs that makes initial or continued listin
226、g of the securities on Nasdaq inadvisable or unwarranted in the opinion ofNasdaq,even though the securities meet all enumerated criteria for initial or continued listing on Nasdaq.In addition,Nasdaq hasused its discretion to deny initial or continued listing or to apply additional and more stringent
227、 criteria in the instances,includingbut not limited to:(i)where the company engaged an auditor that has not been subject to an inspection by the Public CompanyAccounting Oversight Board(“PCAOB”),an auditor that PCAOB cannot inspect,or an auditor that has not demonstratedsufficient resources,geograph
228、ic reach,or experience to adequately perform the companys audit;(ii)where the company planned asmall public offering,which would result in insiders holding a large portion of the companys listed securities.Nasdaq wasconcerned that the offering size was insufficient to establish the companys initial
229、valuation,and there would not be sufficientliquidity to support a public market for the company;and(iii)where the company did not demonstrate sufficient nexus to the U.S.capital market,including having no U.S.shareholders,operations,or members of the board of directors or management.Ourpublic offeri
230、ng will be relatively small,and our companys insiders will hold a large portion of the companys listed securities.Nasdaq might apply the additional and more stringent criteria for our initial and continued listing,which might cause delay or evendenial of our listing application.If we cannot satisfy,
231、or continue to satisfy,the initial listing requirements and other rules of Nasdaq Capital Market,although we exempt from certain corporate governance standards applicable to US issuers as a Foreign Private Issuer,oursecurities may not be listed or may be delisted,which could negatively impact the pr
232、ice of our securities and your ability tosell them.We will seek to have our securities approved for listing on the Nasdaq Capital Market upon consummation of this offering.Wecannot assure you that we will be able to meet those initial listing requirements at that time.Even if our securities are list
233、ed on theNasdaq Capital Market,we cannot assure you that our securities will continue to be listed on the Nasdaq Capital Market.In addition,following this offering,in order to maintain our listing on the Nasdaq Capital Market,we will be required to complywith certain rules of Nasdaq Capital Market,i
234、ncluding those regarding minimum stockholders equity,minimum share price,andcertain corporate governance requirements.Even if we initially meet the listing requirements and other applicable rules of theNasdaq Capital Market,we may not be able to continue to satisfy these requirements and applicable
235、rules.If we are unable tosatisfy the Nasdaq Capital Market criteria for maintaining our listing,our securities could be subject to delisting.If the Nasdaq Capital Market does not list our securities or subsequently delists our securities from trading,we could facesignificant consequences,including:l
236、imited availability for market quotations for our securities;reduced liquidity with respect to our securities;a determination that our Ordinary Share is a“penny stock,”which will require brokers trading in our Ordinary Share to adhereto more stringent rules and possibly result in a reduced level of
237、trading activity in the secondary trading market for our OrdinaryShare;14 Table of Contents limited amount of news and analyst coverage;and a decreased ability to issue additional securities or obtain additional financing in the future.The market price of our ordinary shares may be volatile or may d
238、ecline regardless of our operating performance,and youmay not be able to resell your shares at or above the public offering price.The public offering price for our ordinary shares will be determined through negotiations between the underwriters and us and mayvary from the market price of our ordinar
239、y shares following our public offering.If you purchase our ordinary shares in our publicoffering,you may not be able to resell those shares at or above the public offering price.We cannot assure you that the publicoffering price of our ordinary shares,or the market price following our public offerin
240、g,will equal or exceed prices in privatelynegotiated transactions of our shares that have occurred from time to time prior to our public offering.The market price of ourordinary shares may fluctuate significantly in response to numerous factors,many of which are beyond our control,including:actual o
241、r anticipated fluctuations in our revenue and other operating results;the financial projections we may provide to the public,any changes in these projections or our failure to meet theseprojections;actions of securities analysts who initiate or maintain coverage of us,changes in financial estimates
242、by any securities analystswho follow our company,or our failure to meet these estimates or the expectations of investors;announcements by us or our competitors of significant services or features,technical innovations,acquisitions,strategicrelationships,joint ventures,or capital commitments;price an
243、d volume fluctuations in the overall stock market,including as a result of trends in the economy as a whole;lawsuits threatened or filed against us;and other events or factors,including those resulting from war or incidents of terrorism,or responses to these events.In addition,the stock markets have
244、 experienced extreme price and volume fluctuations that have affected and continue toaffect the market prices of equity securities of many companies.Stock prices of many companies have fluctuated in a mannerunrelated or disproportionate to the operating performance of those companies.In the past,sto
245、ckholders have filed securities classaction litigation following periods of market volatility.In the event that we were to become involved in securities litigation,itcould subject us to substantial costs,divert resources and the attention of management from our business,and adversely affect ourbusin
246、ess.We have broad discretion in the use of the net proceeds from our public offering and may not use them effectively.To the extent(i)we raise more money than required for the purposes explained in the section titled“Use of Proceeds”or(ii)wedetermine that the proposed uses set forth in that section
247、are no longer in the best interests of our Company,we cannot specify withany certainty the particular uses of such net proceeds that we will receive from our public offering.Our management will havebroad discretion in the application of such net proceeds,including working capital,possible acquisitio
248、ns,and other generalcorporate purposes,and we may spend or invest these proceeds in a way with which our stockholders disagree.The failure by ourmanagement to apply these funds effectively could harm our business and financial condition.Pending their use,we may invest thenet proceeds from our public
249、 offering in a manner that does not produce income or that loses value.As of the date of thisProspectus,Management has not determined the types of businesses that the Company will target or the terms of any potentialacquisition.We will incur additional costs as a result of becoming a public company,
250、which could negatively impact our net income andliquidity.15 Table of Contents Upon completion of this offering,we will become a public company in the United States.As a public company,we will incursignificant legal,accounting and other expenses that we did not incur as a private company.In addition
251、,Sarbanes-Oxley and rulesand regulations implemented by the SEC and the Nasdaq Capital Market require significantly heightened corporate governancepractices for public companies.We expect that these rules and regulations will increase our legal,accounting and financialcompliance costs and will make
252、many corporate activities more time-consuming and costly.We do not expect to incur materially greater costs as a result of becoming a public company than those incurred by similarly sizedU.S.public companies.In the event that we fail to comply with these rules and regulations,we could become the sub
253、ject of agovernmental enforcement action,investors may lose confidence in us and the market price of our ordinary shares could decline.16 Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that involve substantial risks and uncerta
254、inties.In some cases,you canidentify forward-looking statements by the words“may,”“might,”“will,”“could,”“would,”“should,”“expect,”“intend,”“plan,”“objective,”“anticipate,”“believe,”“estimate,”“predict,”“potential,”“continue”and“ongoing,”or the negative of these terms,orother comparable terminology
255、intended to identify statements about the future.These statements involve known and unknownrisks,uncertainties and other important factors that may cause our actual results,levels of activity,performance or achievements tobe materially different from the information expressed or implied by these for
256、ward-looking statements.The forward-lookingstatements and opinions contained in this prospectus are based upon information available to us as of the date of this prospectusand,while we believe such information forms a reasonable basis for such statements,such information may be limited orincomplete,
257、and our statements should not be read to indicate that we have conducted an exhaustive inquiry into,or review of,allpotentially available relevant information.Forward-looking statements include statements about:our future financial performance,including our expectations regarding our revenue,cost of
258、 revenue,operating expenses,including capital expenditures related to asset-intensive offerings,our ability to determine reserves and our ability to achieveand maintain future profitability;our ability to develop and market new products;the continued market acceptance of our products;the sufficiency
259、 of our cash,cash equivalents and investments to meet our liquidity needs;our ability to manage operations-related risk;our expectations and management of future growth;our expectations concerning relationships with third parties;the impact of COVID-19 on the Company;our ability to maintain,protect
260、and enhance our intellectual property;our ability to successfully acquire and integrate companies and assets;the increased expenses associated with being a public company;exposure to product liability and defect claims;protection of our intellectual property rights;changes in the laws that affect ou
261、r operations;inflation and fluctuations in foreign currency exchange rates;our ability to obtain all necessary government certifications,approvals,and/or licenses to conduct our business;continued development of a public trading market for our securities;the cost of complying with current and future
262、 governmental regulations and the impact of any changes in the regulations on ouroperations;managing our growth effectively;fluctuations in operating results;dependence on our senior management and key employees;and other factors set forth under“Risk Factors.”We caution you that the foregoing list m
263、ay not contain all of the forward-looking statements made in this prospectus.You should not rely upon forward-looking statements as predictions of future events.We have based the forward-lookingstatements contained in this prospectus primarily on our current expectations and projections about future
264、 events and trends thatwe believe may affect our business,financial condition,results of operations and prospects.The outcome of the events described inthese forward-looking statements is subject to risks,uncertainties and other factors,including those described in the section titled“Risk Factors”an
265、d elsewhere in this prospectus.Moreover,we operate in a very competitive and rapidly changing environment.New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that couldhave an impact on the forward-looking statements contained in
266、this prospectus.We cannot assure you that the results,events andcircumstances reflected in the forward-looking statements will be achieved or occur,and actual results,events or circumstancescould differ materially from those described in the forward-looking statements.17 Table of Contents Neither we
267、 nor any other person assumes responsibility for the accuracy and completeness of any of these forward-lookingstatements.Moreover,the forward-looking statements made in this prospectus relate only to events as of the date on which thestatements are made.We undertake no obligation to update any forwa
268、rd-looking statements made in this prospectus to reflectevents or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events,except as required by law.We may not actually achieve the plans,intentions or expectations disclosed in our forwar
269、d-lookingstatements and you should not place undue reliance on our forward-looking statements.Our forward-looking statements do notreflect the potential impact of any future acquisitions,mergers,dispositions,joint ventures or investments we may make.In addition,statements that“we believe”and similar
270、 statements reflect our beliefs and opinions on the relevant subject.Thesestatements are based upon information available to us as of the date of this prospectus,and while we believe such informationforms a reasonable basis for such statements,such information may be limited or incomplete,and our st
271、atements should not beread to indicate that we have conducted an exhaustive inquiry into,or review of,all potentially available relevant information.These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.18 Table of Contents USE OF PROCEEDS We
272、estimate that we will receive net proceeds from this offering of approximately$million after deducting estimatedunderwriting discounts and commissions and the estimated offering expenses payable by us and based upon an assumed initialoffering price of$5.00 per ordinary share(excluding any exercise o
273、f the underwriters over-allotment option).A$increase(decrease)in the assumed initial public offering price of$5.00 per share would increase(decrease)the netproceeds to us from this offering by approximately$million,after deducting the estimated underwriting discounts andcommissions and estimated agg
274、regate offering expenses payable by us and assuming no change to the number of ordinary shareoffered by us as set forth on the cover page of this prospectus,provided,however,that in no case would we decrease the initialpublic offering price to less than$4.00 per share.Description of UseEstimated Amo
275、unt ofNet Proceeds(US$)Percentage Brand promotion and marketing Recruitment of talented personnel Expansion of new offices and servicing scope Enhancement of IT system General working capital The foregoing represents our current intentions based upon our present plans and business conditions to use
276、and allocate the netproceeds of this offering.Our management,however,will have some flexibility and discretion to apply the net proceeds of thisoffering.If an unforeseen event occurs or business conditions change,we may use the proceeds of this offering differently than asdescribed in this prospectu
277、s.To the extent that the net proceeds we receive from this offering are not imminently used for theabove purposes,we intend to invest in short-term,interest-bearing bank deposits or debt instruments.19 Table of Contents DIVIDEND POLICY We have never declared or paid any cash dividends on our common
278、stock,and we do not currently intend to pay any cashdividends on our common stock in the foreseeable future.We currently intend to retain all available funds and any future earnings to support operations and to finance the growth anddevelopment of our business.Any future determination to pay dividen
279、ds will be made at the discretion of our board of directors,subject to applicable laws,andwill depend upon,among other factors,our results of operations,financial condition,contractual restrictions,and capitalrequirements.From time to time,we may also enter into other loan or credit agreements or si
280、milar borrowing arrangements that may furtherrestrict our ability to declare or pay dividends on our common stock.Our board of directors will have sole discretion in making anyfuture determination to pay dividends,subject to applicable laws,taking into account,among other factors,our results ofopera
281、tions,financial condition,contractual restrictions,and capital requirements.20 Table of Contents CORPORATE STRUCTURE CORPORATE STRUCTURE 21 Table of Contents BUSINESS The following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed information andfinanci
282、al statements appearing elsewhere in this prospectus.In addition to this summary,we urge you to read the entire prospectuscarefully,especially the risks of investing in our Ordinary Shares discussed under“Risk Factors”before deciding whether to buyour Ordinary Shares.Overview of Our Company WANGDIQI
283、YUAN INTERNATIONAL HOLDINGS LTD,as a head enterprise to promote the structural reform of the agriculturalsupply side and the integration and upgrading of the agricultural industry,has for many years taken the implementation of the ruralrevitalization strategy as an important hand to stabilize the ag
284、ricultural industry chain,the food supply chain of the importantcarriers,the implementation of major agricultural projects,and the promotion of the development of the industrial integration ofthe main body of investment and financing.It undertakes the social responsibility of promoting the developme
285、nt of the agricultural industry,strengthens the leading role andleverage effect of agricultural funds,increases the proportion of the state-owned economy,and guarantees food security.Taking theindustrial chain enhancement work as the guide,and adhering to the path of state-owned capital leading the
286、market-orientedoperation,it builds the agricultural investment and financing service platform and the foreign cooperation bearing platform.Over the years,WANGDIQIYUAN INTERNATIONAL HOLDINGS LTD gives full play to the dual advantages of state-ownedpolicy investment company and professional investment
287、 company in the field of modern agricultural industry,actively participatesin the strategy of rural revitalization,supports hundreds of agricultural industrialized leading enterprises,promotes the structuralreform of agricultural supply side and the integration and upgrading of agricultural industry
288、,supports and promotes the financialenterprise-related funds fund reform,and serve and promote the construction of agricultural modernization.The Industry 2、Market scale According to iResearch,the scale of Chinas big health industry will be around 10 trillion yuan in 2021,and is expected to reach9.0
289、 trillion yuan in 2024.Among them,medical services and pharmaceutical and healthcare products are the two segments thataccount for the largest share,occupying 51.2%and 25.8%of the scale of the big health industry respectively.Nutritional healthfood,medical healthcare devices,leisure and healthcare s
290、ervices and health consulting and management are also showing fastgrowth rates,and more innovations and breakthroughs are expected in the coming years.3.Competition pattern Chinas major healthcare industry involves a number of industries and fields,and the competitive landscape is complex anddiverse
291、.In the field of medical services,public hospitals are still the main force,but private hospitals and community healthservice centers are also growing and providing more convenient and personalized services.In the field of pharmaceutical andhealthcare products,domestic and international famous brand
292、s such as Baiyunshan,Yunnan Baiyao,Aier Ophthalmology,JiuzhouTong,Pharmacopeia,and the common people have strong market influence and competitive advantages.3.Development trend The development trend of Chinas big health industry mainly includes the following aspects:22 Table of Contents(2)Policy-enh
293、anced development towards high quality.In recent years,Chinas government has continuously issued policies,andthe central and local governments have increased investment to establish and improve the fairness and accessibility of basicmedical and health services,and withstood the test of the 2020 epid
294、emic.During the 14th Five-Year Plan period,Chinashealthcare service system has developed in a high-quality and all-round way around the whole life cycle of the people.Chinesemedicine treatment,health care products,Internet+medical care and other power points,to lead the way and optimize thelayout.(2
295、)Technological innovation,empowering industrial upgrading.Big data and artificial intelligence technologies have empowered anumber of big health industry fields,including public health big data,rapid diagnosis of diseases,telemedicine,identification anddiagnosis,drug R&D,rehabilitation treatment,etc
296、.,which have improved the diagnosis and treatment level of medical services,improved the experience of medical treatment,expanded the service boundaries of the big health industry,and lowered the cost ofservices.People will enjoy common high-level medical and health services,and the application of b
297、ig data and artificialintelligence technology in the field of big health industry has a broad prospect.(3)Consumption upgrading and diversified demand.With Chinas social and economic development,the peoples deep-seatedhealth consciousness has awakened,and the people have a higher-quality understandi
298、ng and pursuit of the concept of health.Inaddition to the treatment of diseases,people pay more attention to preventive health care,health maintenance,mental health andother aspects of demand.At the same time,people also have higher requirements for the quality,safety and personalization ofhealth pr
299、oducts and services.This will promote the major health industry to provide more diversified,differentiated andcustomized products and services to meet the needs of different consumers.In conclusion,Chinas major health industry will usher in new development opportunities and challenges in 2023,and th
300、e industrywill become more competitive and diversified.Only through continuous innovation and optimization can we stand invincible inthis rapidly changing market.The modernization of agriculture has become a global trend,which leads traditional agriculture to the path of modernization,efficiency and
301、 sustainability.The following is a detailed analysis of the trend of agricultural modernization:(1)Scientific and technological innovation leads agricultural development With the continuous progress of science and technology,agriculture is also experiencing unprecedented changes.Science andtechnolog
302、y innovation leads the development of agriculture,bringing higher benefits and lower costs to agricultural production.For example,through the application of advanced technologies such as artificial intelligence,big data and the Internet of Things(IoT),it is possible to realize the intelligence and p
303、recision of agricultural production and improve the yield and quality of crops.(2)Sustainable development becomes the core Agricultural modernization is not only about improving agricultural production efficiency,but more importantly,achievingsustainable development.Sustainable development includes
304、environmental friendliness,resource conservation,and the unity ofeconomic and social benefits.In the future,agricultural modernization will pay more attention to adopting sustainable productionmethods such as organic agriculture and ecological agriculture to protect the ecological environment and na
305、tural resources.(3)Integration and optimization of the agricultural industry chain Agricultural modernization requires the synergistic development of the entire agricultural industry chain.All links from seeds,fertilizers and pesticides to agricultural product processing,logistics and sales need to
306、be integrated and optimized.Through theintegration and optimization of the agricultural industry chain,it can realize the effective docking between agricultural productionand the market,and improve the agricultural economic efficiency and anti-risk ability.23 Table of Contents(4)Agricultural scale a
307、nd intensive management With the acceleration of urbanization and the aging of the agricultural population,the traditional small-scale and decentralizedagricultural production model has been difficult to adapt to the needs of modern society.Therefore,agricultural scale and intensiveoperation has bec
308、ome an inevitable trend.Through land transfer,cooperatives and other ways to achieve large-scale,intensiveagricultural production,can better improve the efficiency of agricultural production and resource utilization.(5)Application of digital and intelligent technology Digitalization and intelligent
309、technology has become an important feature of modern agriculture.Through the application ofInternet of Things,big data,artificial intelligence and other technologies,it is possible to realize accurate management,intelligentdecision-making and efficient operation of the agricultural production proces
310、s.For example,the automation and intelligence ofagricultural production can be realized by using technologies such as drones and intelligent greenhouses.In short,agricultural modernization trends include scientific and technological innovation leadership,sustainable development,integration and optim
311、ization of the agricultural industry chain and other aspects.These trends will lead the development directionof modern agriculture and promote the improvement of agricultural productivity and the sustainable development of theagricultural economy.Our Corporate Structure 24 Table of Contents MANAGEME
312、NT Directors and Executive Officers The following table sets forth information regarding our directors and executive officers as of the date of this prospectus.NameAgePosition/TitleXINGDONG YIN Chairman of Board of Directors FENGLI GUO Chief Financial Officer and Director SHUMING CHEN Global Chief E
313、xecutive Officer and Director YAN CHEN Chief Operating Officer and Director XIAOWANG LIU Deputy Chief Executive Officer and Director BAOCHANG ZHENG Director SHENGJUN CHANG Independent Director XINXIA ZHOU Independent Director Family Relationships None of the directors,director appointees,or executiv
314、e officers has a family relationship as defined in Item 401 of Regulation S-K.Board of Directors Our board of directors will consist of five directors upon the SEC s declaration of effectiveness of our registration statement onForm F-1 of which this prospectus is a part,three of whom are independent
315、 directors within the meaning of Nasdaq MarketplaceRule 5605(a)(2)and Rule 10A-3 under the Exchange Act.Subject to the Nasdaq rules and disqualification by the chairman of the relevant board meeting,a director may vote in respect ofany contract or proposed contract or transaction notwithstanding tha
316、t he may be interested therein provided that the nature of theinterest of any director in such contract or transaction shall be disclosed by him or her at or prior to its consideration and any voteon that matter,and if he or she does so his or her vote shall be counted and he may be counted in the q
317、uorum at any meeting of thedirectors at which any such contract or proposed contract or transaction is considered.Our board of directors may exercise all thepowers of the company to borrow money,mortgage or charge its undertaking,property and uncalled capital,and issue debentures,debenture stock and
318、 other securities whenever money is borrowed or as security for any debt,liability or obligation of the companyor of any third party.None of our directors has a service contract with us that provides for benefits upon termination of service as adirector.25 Table of Contents Board Committees Prior to
319、 the completion of this offering,we intend to establish an audit committee,a compensation committee and a nominationand corporate governance committee under our board of directors.We intend to adopt a charter for each of the committees prior tothe completion of this offering.Each committees members
320、and functions are described below.Audit Committee The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of ourcompany.The audit committee is responsible for,among other things:appointing or removing the independent auditor and pre-ap
321、proving all auditing and non-auditing services permitted to beperformed by the independent auditor;setting clear hiring policies for employees or former employees of the independent auditor;reviewing with the independent auditor any audit problems or difficulties and managements response;reviewing a
322、nd approving all related-party transactions;discussing the annual audited financial statements with management and the independent auditor;discussing with management and the independent auditor major issues regarding accounting principles and financial statementpresentations;reviewing analyzes or ot
323、her written communications prepared by management or the independent auditor relating to significantfinancial reporting issues and judgments made in connection with the preparation of the financial statements;reviewing with management and the independent auditor the effect of key transactions,relate
324、d-party transactions and off-balance sheet transactions and structures;reviewing with management and the independent auditor the effect of regulatory and accounting initiatives;reviewing policies with respect to risk assessment and risk management;reviewing our disclosure controls and procedures and
325、 internal control over financial reporting;reviewing reports from the independent auditor regarding all critical accounting policies and practices to be used by ourcompany;establishing procedures for the receipt,retention and treatment of complaints we received regarding accounting,internalaccountin
326、g controls or auditing matters and the confidential,anonymous submission by our employees of concerns regardingquestionable accounting or auditing matters;periodically reviewing and reassessing the adequacy of our audit committee charter;evaluating the performance,responsibilities,budget and staffin
327、g of our internal audit function and reviewing and approving theinternal audit plan;and reporting regularly to the board of directors.Compensation Committee Our compensation committee assists the board in reviewing and approving the compensation structure,including all forms ofcompensation,relating
328、to our executive officers.The compensation committee is responsible for,among other things:reviewing and approving,or recommending to the board for its approval,the compensation of our executive officers;reviewing and evaluating our executive compensation and benefits policies generally;in consultat
329、ion with our chief executive officer,periodically reviewing our management succession planning;reporting to our board of directors periodically;evaluating its own performance and reporting to our board of directors on such evaluation;periodically reviewing and assessing the adequacy of the compensat
330、ion committee charter and recommending any proposedchanges to our board of directors;and selecting compensation consultant,legal counsel or other adviser only after taking into consideration all factors relevant to thatpersons independence from management.26 Table of Contents Nomination and Corporat
331、e Governance Committee The nomination and corporate governance committee assists the board in selecting individuals qualified to become our directorsand in determining the composition of the board and its committees.The nomination and corporate governance committee isresponsible for,among other thin
332、gs:identifying and recommending to the board of directors qualified individuals for membership on the board of directors and itscommittees;evaluating,at least annually,its own performance and reporting to the board of directors on such evaluation;leading our board of directors in a self-evaluation t
333、o determine whether it and its committees are functioning effectively;reviewing the evaluations prepared by each board committee of such committees performance and considering anyrecommendations for proposed changes to our board of directors;reviewing and approving compensation(including equity-based compensation)for our directors;overseeing compliance with the corporate governance guidelines and