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1、F-1 1 formf-1.htm As filed with the U.S.Securities and Exchange Commission on December 11,2023.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Form F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 E I L HOLDINGS LIMITED(Exact Name of Registrant as Spec
2、ified in its Charter)Cayman Islands 5065 Not Applicable(State or Other Jurisdiction ofIncorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)Unit A,17/F,Mai Wah Industrial Building1-7 Wah Sing StreetKwai ChungHong Kong+852 2741 6811(Add
3、ress,including zip code,and telephone number,includingarea code,of Registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168800-221-0102(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Lawrence
4、S.Venick,Esq.Loeb&Loeb LLP2206-19 Jardine House1 Connaught Place,CentralHong Kong SARTelephone:+852-3923-1111 Richard Friedman,Esq.Jeffrey J.Fessler,Esq.Sheppard,Mullin,Richter&Hampton LLP30 Rockefeller PlazaNew York,NY 10112Telephone:212-653-8700 Approximate date of commencement of proposed sale to
5、 the public:As soon as practicable after effectiveness 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 415under the Securities Act of 1933,check the following box.If this Form is filed to registe
6、r additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to R
7、ule 462(c)under the Securities Act,check the following box andlist the Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the followi
8、ng box andlist the 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 defined in Rule 405 of the Securities Act of1933.Emerging growth company If an emerging
9、 growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark ifthe registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 7(a)(2)(B)of the Securitie
10、s Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April 5,2012.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay i
11、ts effectivedate until the registrant shall file a further amendment which specifically states that this registration statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act of 1933 or until the registration statementshall become effective on such date as the
12、Securities and Exchange Commission acting pursuant to said Section 8(a),maydetermine.The information in this prospectus is not complete and may be changed.We may not sell the securities until the registrationstatement filed with the Securities and Exchange Commission is effective.This prospectus is
13、not an offer to sell thesesecurities and it is not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED DECEMBER 11,2023 E I L HOLDINGS LIMITED ORDINARY SHARES This is an initial public offering
14、of the Ordinary Shares,par value US$0.0001 per share(“Shares”)of E I L Holdings Limited(“E I L Cayman”).We are offering Shares of E I L Cayman,on a firm commitment basis.No public market currently exists forour Shares.The initial public offering price is expected to be between$and$per Share.We have
15、applied to list our Shares onthe Nasdaq Capital Market under the symbol“EIL”.At this time,Nasdaq Capital Market has not yet approved our application to listour Shares.The closing of this offering is conditioned upon Nasdaq Capital Markets final approval of our listing application.However,there is no
16、 assurance that this offering will be closed and our Shares will be trading on the Nasdaq Capital Market.If theNasdaq Capital Market does not approve our listing application this initial public offering will be terminated.We are an“emerging growth company,”as defined in the Jumpstart Our Business St
17、artups Act of 2012(the“JOBS Act”)andwill be subject to reduced public company reporting requirements.See“Prospectus Summary Implications of Being an EmergingGrowth Company and a Foreign Private Issuer”and“Risk Factors”on pages 10 and 14,respectively.Upon the completion of this offering,we will be a“
18、controlled company”as defined under the Nasdaq Stock Market Rulesbecause our Controlling Shareholders will own%of our total issued and outstanding Shares,representing%of the total votingpower,assuming that the underwriters do not exercise their over-allotment option.We are not a Hong Kong or a mainl
19、and China operating company,but an offshore holding company incorporated in theCayman Islands.As a holding company with no material operations of our own,we conduct our operations through ouroperating companies in Hong Kong,mainland China and Taiwan,E I L HK,E I L PRC and E I L Taiwan,respectively.T
20、hisis an offering of the Shares of E I L Holdings Limited,the holding company in the Cayman Islands,instead of the shares of EI L HK,E I L PRC and E I L Taiwan.References to the“Company”,“we”,“us”,and“our”in this prospectus are to E I LCayman,the Cayman Islands entity that will issue the Shares bein
21、g offered.References to“E I L HK”in this prospectus areto the Hong Kong entity operating the business and generating the majority of the revenue and profit stated in theconsolidated financial statements of the Company.The Companys ownership interest in E I L HK is held through anintermediate company
22、 in the British Virgin Islands(the“BVI”)and E I L PRC and E I L Taiwan are held throughintermediate companies in BVI and Hong Kong.Investors in our Shares should be aware that they may never hold equityinterests in the Hong Kong and mainland China operating companies directly.Investors are purchasin
23、g equity solely in E I LCayman,our Cayman Islands holding company,which indirectly owns equity interests in the Hong Kong,mainland Chinaand Taiwan operating companies.Because of our corporate structure,we as well as our investors are subject to unique risksdue to uncertainty of the interpretation an
24、d the application of PRC laws and regulations.We are also subject to the risks ofuncertainty about any future actions of the PRC government in this regard.We may also be subject to sanctions imposed byPRC regulatory agencies,including the China Securities Regulatory Commission(“CSRC”),if we fail to
25、comply with theirrules and regulations.PRC regulatory authorities could disallow our operating structure in the future,and this would likelyresult in a material change in our operations in China and/or the value of our Shares,which could cause the value of suchsecurities to significantly decline or
26、become worthless.See“Risk Factors”beginning on page 14 of this prospectus for adiscussion of risks facing the Company and the offering as a result of this structure.There are legal and operational risks associated with being based in and having the majority of our operations in HongKong and mainland
27、 China.The PRC government may exercise significant oversight and discretion over the conduct of ourbusiness and may intervene or influence our operations at any time.Such government actions could result in a materialchange in our operations and/or the value of the securities we are registering for s
28、ale;could significantly limit or completelyhinder our ability to continue our operations;could significantly limit or completely hinder our ability to offer or continue tooffer our securities to investors;and may cause the value of our securities to significantly decline or be worthless.See“RiskFact
29、ors Risks Related to Doing Business in mainland China The PRC government may intervene or influence ouroperations at any time,which could result in a material change in our operations and/or the value of the securities we areregistering for sale”on page 29 for further details.The PRC government init
30、iated a series of regulatory actions and made a number of public statements on the regulationof business operations in certain areas in China with little advance notice,including cracking down on illegal activities in thesecurities market,enhancing supervision over China-based companies listed overs
31、eas using variable interest entity(“VIE”)structure,adopting new measures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopolyenforcement.We do not believe that we are directly subject to these regulatory actions or statements,as we do not have a VIEstructure and ou
32、r business does not involve the collection of user data,implicate cybersecurity,or involve any other type ofrestricted industry.Since these statements and regulatory actions are new,it is highly uncertain how soon the legislative oradministrative regulation making bodies will respond and what existi
33、ng or new laws or regulations or detailedimplementations and interpretations will be modified or promulgated,if any,or the potential impact such modified or newlaws and regulations will have on our daily business operations or our ability to accept foreign investments and list on a U.S.exchange.Any
34、change in foreign investment regulations,and other policies in China or related enforcement actions by thePRC government could result in a material change in our operations and/or the value of the securities we are registering forsale and could significantly limit or completely hinder our ability to
35、 offer or continue to offer our securities to investors orcause the value of our Shares to significantly decline or be worthless.See“Risk Factors Risks Related to Doing Business inmainland China Uncertainties with respect to the PRC legal system,including risks and uncertainties regarding theenforce
36、ment of laws,and sudden or unexpected changes in laws and regulations in the PRC with little advance notice couldresult in a material change in our operations and/or the value of the securities we are registering for sale”and“Risk Factors Risks Related to Doing Business in mainland China Any actions
37、 by the PRC government to exert more oversight andcontrol over offerings that are conducted overseas and/or foreign investment in China-based issuers,such actions couldsignificantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value ofsuc
38、h securities to significantly decline or become worthless”on page 28 and 29,respectively,for further details.Our Shares may be prohibited from being trading on a national securities exchange or in the over-the-counter market inthe United States if the Public Company Accounting Oversight Board(“PCAOB
39、”)is unable to inspect our auditors for twoconsecutive years.The Holding Foreign Companies Accountable Act(the“HFCA Act”)was enacted on December 18,2020.Pursuant to the HFCA Act,if the SEC determines that we have filed audit reports issued by a registered public accountingfirm that has not been subj
40、ect to inspection by the PCAOB,for three consecutive years beginning in 2021,the SEC mayprohibit our shares from being traded on a national securities exchange or in the over-the-counter market in the UnitedStates.On December 23,2022,the Accelerating Holding Foreign Companies Accountable Act(the“AHF
41、CA Act”)wasenacted,which amended the HFCA Act by requiring the SEC to prohibit an issuers securities from trading on a nationalsecurities exchange or in the over-the-counter market in the United States if its auditor is not subject to PCAOB inspectionsfor two consecutive years instead of three.On De
42、cember 29,2022,a legislation entitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)was signed into law by President Biden,which contained,among otherthings,an identical provision to the AHFCA Act and amended the HFCA Act by requiring the SEC to prohibit an issuerssecuri
43、ties from trading on a national securities exchange or in the over-the-counter market in the United States if its auditoris not subject to PCAOB inspections for two consecutive years instead of three years.On December 16,2021,the PCAOBissued a report on its determinations that it was unable to inspe
44、ct or investigate completely PCAOB-registered publicaccounting firms headquartered in mainland China and in Hong Kong,because of positions taken by PRC authorities inthose jurisdictions.The PCAOB made its determinations pursuant to PCAOB Rule 6100,which provides a framework forhow the PCAOB fulfils
45、its responsibilities under the HFCA.The report further listed in its Appendix A and Appendix B,Registered Public Accounting Firms Subject to the mainland China Determination and Registered Public Accounting FirmsSubject to the Hong Kong Determination,respectively.Our auditor,ARK Pro CPA&Co.,is headq
46、uartered in Hong Kongand registered with the PCAOB.Our auditor is subject to laws in the United States pursuant to which the PCAOB conductsregular inspections to assess our auditors compliance with the applicable professional standards.In addition,our auditorsdid not appear as part of the PCAOBs rep
47、ort of determinations under the lists in Appendix A or Appendix B of the reportissued by the PCAOB on December 16,2021.On August 26,2022,the CSRC,the Ministry of Finance of the PRC,and thePCAOB signed a Statement of Protocol,or the Protocol,governing inspections and investigations of audit firms bas
48、ed inChina and Hong Kong and taking the first step toward opening access for the PCAOB to inspect and investigate registeredpublic accounting firms headquartered in mainland China and Hong Kong.Pursuant to the Protocol,the PCAOB shall haveindependent discretion to select any issuer audits for inspec
49、tion or investigation and has the unfettered ability to transferinformation to the SEC.Our auditor,ARK Pro CPA&Co.,has no auditors work papers in China as of the date of thisprospectus.On December 15,2022,the PCAOB announced that it was able to secure complete access to inspect andinvestigate PCAOB-
50、registered public accounting firms headquartered in mainland China and Hong Kong in 2022,and thePCAOB Board vacated its previous determinations that the PCAOB was unable to inspect or investigate completelyregistered public accounting firms headquartered in mainland China and Hong Kong.However,wheth
51、er the PCAOB willcontinue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered inmainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our,and our auditors,control.The PCAOB continues to demand complete
52、access in mainland China and Hong Kong moving forward and hasresumed regular inspections since March 2023.The PCAOB is continuing pursuing ongoing investigations and may initiatenew investigations as needed The PCAOB has indicated that it will act immediately to consider the need to issue newdetermi
53、nations with the HFCA Act if needed.As a result,the time period before the Companys securities may be prohibitedfrom trading or delisted has been decreased accordingly.Notwithstanding the foregoing,in the event it is later determinedthat the PCAOB is unable to inspect or investigate completely our a
54、uditor,then such lack of inspection could cause oursecurities to be delisted from the stock exchange.The delisting of our Shares,or the threat of their being delisted,maymaterially and adversely affect the value of your investment.See“Risk Factors Recent joint statements by the SEC andPCAOB,Nasdaqs
55、proposed rule changes and the HFCA Act all call for additional and more stringent criteria to be appliedto emerging market companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are notinspected by the PCAOB.”We conduct substantially all of our operations in
56、 Hong Kong and mainland China through our Hong Kong subsidiary,EI L HK,and mainland China subsidiary,E I L PRC.E I L HK and E I L PRC are our only operating subsidiaries located inHong Kong and mainland China,respectively,and the other subsidiary is an intermediate holding company with nooperations.
57、However,as there is an intra-group trading relationship between E I L PRC and E I L HK,cash will betransmitted from E I L PRC to E I L HK on a regular basis.For more details,refer to section captioned“Transfers of CashTo and From Our Subsidiaries.”As of the date of this prospectus,our subsidiaries h
58、ave not experienced any difficulties orlimitations on their ability to transfer cash between each other;they do not maintain cash management policies or proceduresdictating the amount of such funding or how funds are transferred.In June 2023,we established E I L Taiwan which engagesin sales and dist
59、ribution of electronic components.As at the date of this prospectus,there is no intra-group tradingrelationship between E I L Taiwan and the rest of the entities within the Group.There can be no assurance that the PRCgovernment will not intervene or impose restrictions to prevent the cash maintained
60、 in Hong Kong or mainland China frombeing transferred out or restrict the deployment of the cash into our business or for the payment of dividends.See“RiskFactors We are a holding company and our ability to pay dividends is primarily dependent upon the earnings of,anddistributions by,our Hong Kong s
61、ubsidiary”on page 26,“Dividend Policy”,“Summary Consolidated Financial Data”,and“Consolidated Statements of Change in Shareholders Equity in the Report of Independent Registered Public AccountingFirm for further details.”Cash is transferred through our organization in the following manner:(i)funds a
62、re transferred to E I L PRC,our PRCoperating entity,from E I L Cayman through our BVI and Hong Kong subsidiaries in the form of capital contributions orshareholder loans,as the case may be;and(ii)dividends or other distributions may be paid by E I L PRC to E I L Caymanthrough our Hong Kong and BVI s
63、ubsidiaries.During the six months ended June 30,2023 and 2022 and the years ended December 31,2022 and 2021,the only transferof assets among E I L Cayman and its subsidiaries consisted of cash.As required under the PRC Enterprise Income Tax Law,the dividends paid by E I L PRC to E I L HK were subjec
64、t to a withholding tax rate of 10%.For the six months ended June30,2023 and 2022 and the years ended December 31,2022 and 2021,we approved,declared and distributed a specialdividend of approximately US$2.45 million,US$0.24 million,US$0.24 million and US$0.14 million,respectively,through oursubsidiar
65、y to our shareholders.We intend to retain all available funds and future earnings,if any,for operation and businessdevelopment,however,we may pay dividends on our Shares in the foreseeable future.As we are a holding company,ourability to make dividend payments,if any,would be contingent upon our rec
66、eipt of funds from our Hong Kong operatingsubsidiary E I L HK and mainland China operating subsidiary E I L PRC through intermediate holding companies.Upon completion of this offering,our issued and outstanding shares will consist of Shares,assuming the underwriters do notexercise their over-allotme
67、nt option to purchase additional Shares,or Shares,assuming the over-allotment option is exercised infull.Upon completion of this offering,our Controlling Shareholders will be the beneficial owners of an aggregate of Shares and Shares,respectively,which will represent%and%,respectively,of the then to
68、tal issued and outstanding Shares assumingthat the underwriters do not exercise their over-allotment option,%and%,respectively,of the total voting power,assumingthat the over-allotment option is exercised in full.As a result,we will be a“controlled company”as defined under corporategovernance rules
69、of Nasdaq Stock Market and,therefore,eligible for certain exemptions from the corporate governance requirementsof the Nasdaq Stock Market Rules.If we cease to be a foreign private issuer,we intend to rely on these exemptions.Furthermore,theControlling Shareholders will be able to exert significant c
70、ontrol over our management and affairs,including approval of significantcorporate transactions.For additional information,see“Risk Factors Risks Related to Our Shares Our ControllingShareholders have significant voting power and may take actions that may not be in the best interests of our other sha
71、reholders”onpage 39 for further details.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminaloffense.Investing in our
72、Shares involves a high degree of risk,including the risk of losing your entire investment.See“RiskFactors”beginning on page 14 of this prospectus to read about factors you should consider before buying our Shares.Per Share Total Initial public offering price$Underwriting discounts and commissions(1)
73、$Proceeds to us(before expenses)$(1)Does not include a non-accountable expense allowance equal to%of the gross proceeds of this offering payable to ,therepresentative of the underwriters.We have also agreed to issue warrants to the Representative,or the Representatives Warrants,to purchase a number
74、of Shares equal to 5%of the Shares sold in this public offering.The Representatives Warrants will beexercisable at an exercise price per Ordinary Share equal to 120%of the public offering price during the period commencing sixmonths from the effective date of this registration statement and ending f
75、our-and-a-half years after the effective date of thisregistration statement.Refer to“Underwriting”for additional information regarding underwriting compensation.EF HUTTON LLC The date of this prospectus is ,2023.TABLE OF CONTENTS PagePROSPECTUS SUMMARY 1THE OFFERING 12SUMMARY CONSOLIDATED FINANCIAL
76、DATA 13RISK FACTORS 14SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 43USE OF PROCEEDS 44DIVIDEND POLICY 45CAPITALIZATION 46DILUTION 47MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 48BUSINESS 68REGULATIONS 100MANAGEMENT 109PRINCIPAL SHAREHOLDERS 116CERTAIN RE
77、LATIONSHIPS AND RELATED-PARTY TRANSACTIONS 117DESCRIPTION OF SHARE CAPITAL 118SHARES ELIGIBLE FOR FUTURE SALE 127MATERIAL TAX CONSIDERATIONS 128ENFORCEABILITY OF CIVIL LIABILITIES 134UNDERWRITING 136EXPENSES RELATED TO OFFERING 141LEGAL MATTERS 142EXPERTS 143WHERE YOU CAN FIND ADDITIONAL INFORMATION
78、 144INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 Through and including 2023(the 25th day after the date of this prospectus),all dealers effecting transactions inthese securities,whether or not participating in this offering,may be required to deliver a prospectus.This is in addition to adealers ob
79、ligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment orsubscription.You should rely only on the information contained in this prospectus and any related free-writing prospectus that we authorize tobe distributed to you.We have not authorized any pers
80、on,including any underwriter,to provide you with information different fromthat contained in this prospectus or any related free-writing prospectus that we authorize to be distributed to you.This prospectus isnot an offer to sell,nor is it seeking an offer to buy,our Shares in any state or jurisdict
81、ion where such offer or sale is not permitted.The information in this prospectus speaks only as of the date of this prospectus unless the information specifically indicates thatanother date applies,regardless of the time of delivery of this prospectus or of any sale of the Shares offered hereby.Our
82、business,financial condition,results of operations,and prospects may have changed since that date.We do not take any responsibility for,nordo we provide any assurance as to the reliability of,any information other than the information in this prospectus and any freewriting prospectus prepared by us
83、or on our behalf.Neither the delivery of this prospectus nor the sale of our Shares means thatinformation contained in this prospectus is correct after the date of this prospectus.iTable of Contents You may lose all of your investment in our Shares.If you are uncertain as to our business and operati
84、ons or you are notprepared to lose all of your investment in our Shares,we strongly urge you not to purchase any of our Shares.Werecommend that you consult legal,financial,tax,and other professional advisors or experts for further guidance beforeparticipating in the offering of our Shares as further
85、 detailed in this prospectus.We do not recommend that you purchase our Shares unless you have prior experience with investments in capitalmarkets,possess basic knowledge of the electronic components and sensors industry,and have received independentprofessional advice.Market and Industry Data This p
86、rospectus includes statistics,other data and descriptive information relating to markets,market sizes,and other industrydata pertaining to our business that we have obtained from industry publications and surveys,government publications and otherinformation available to us.Industry publications and
87、surveys generally state that the information contained therein has beenobtained from sources believed to be reliable.We have not independently verified any of the data from third party sources nor havewe ascertained the underlying economic assumptions relied upon therein.Market data and statistics a
88、re inherently predictive andspeculative and are not necessarily reflective of actual market conditions.Such statistics are based on market research,which itself isbased on sampling and subjective judgments by both the researchers and the respondents,including judgments about what types ofproducts an
89、d transactions should be included in the relevant market.In addition,the value of comparisons of statistics for differentmarkets is limited by many factors,including that(i)the markets are defined differently,(ii)the underlying information was gatheredby different methods,and(iii)different assumptio
90、ns were applied in compiling the data.Accordingly,the market statistics includedin this prospectus should be viewed with caution.We believe that information from these industry publications included in thisprospectus is reliable.Trademarks,Service Marks,and Trade Names Solely for convenience,the tra
91、demarks,service marks,and trade names referred to in this prospectus are without the and TMsymbols,but such references are not intended to indicate,in any way,that we will not assert,to the fullest extent under applicablelaw,our rights or the rights of the applicable licensors to these trademarks,se
92、rvice marks and trade names.This prospectus containsadditional trademarks,service marks,and trade names of others,which are the property of their respective owners.We do not intendour use or display of other companies trademarks,service marks,or trade names to imply a relationship with,or endorsemen
93、t orsponsorship of us by,any other companies.iiTable of Contents Other Pertinent Information Unless otherwise indicated or the context requires otherwise,references in this prospectus to:“$”OR“US$”or“U.S.dollars”refers to the legal currency of the United States;“China”or the“PRC”refers to the People
94、s Republic of China,including the special administrative regions of Hong Kong,Macau and Taiwan;“Controlling Shareholders”refer to the ultimate beneficial owners of the Company,who are Mr.Ronnie Kong Wai On andE-Space Holdings Limited.See“Management”and“Principal Shareholders”for more information;“HK
95、D,”“HK$”or“HK Dollar”refers the legal currency of Hong Kong;“Hong Kong laws”refers to all applicable laws,statutes,rules,regulations,ordinances and other pronouncements havingthe binding effect of law in Hong Kong;“Hong Kong”refers to the Hong Kong Special Administrative Region of the Peoples Republ
96、ic of China;“E I L BVI”refers to E I L Development Limited,our British Virgin Island subsidiary and the direct holding company of EI L HK;“E I L Cayman,”or the“Company”refers to E I L Holdings Limited,a Cayman Islands company.“E I L HK”refers to E I L Company Limited,our Hong Kong subsidiary and the
97、 direct holding company of E I L PRC;“E I L PRC”refers to Yu Shen Electronic(Shenzhen)Limited,our mainland China subsidiary and key operating company;“E I L Taiwan”refers to E I L Company Limited,Taiwan Branch,our Taiwan subsidiary,a sale and distribution ofelectronic components in Taiwan;“EUR”refer
98、s the legal currency of the European Union;“mainland China”refers to the PRC(excluding Hong Kong,Macau and Taiwan);“NTD”refers the legal currency of Taiwan;“PRC government”or“PRC authorities”,or variations of such words or similar expressions,refer to the central,provincial,and local governments of
99、all levels in mainland China,including regulatory and administrative authorities,agencies andcommissions,or any court,tribunal or any other judicial or arbitral body in mainland China;“PRC laws”or“PRC regulations,”or variations of such words or similar expressions,refers to all applicable laws,statu
100、tes,rules,regulations,ordinances and other pronouncements having the binding effect of law in mainland China;“RMB”or“Renminbi”refers to the legal currency of the PRC;“shares”,“Shares”,or“Ordinary Shares”refer to the ordinary shares of E I L Holdings Limited,par value of US$0.0001 pershare;and “we”,“
101、us”,or the“Group”in this prospectus refers to E I L Cayman and its subsidiaries,unless the context otherwiseindicates.E I L Cayman is a holding company with operations primarily conducted in Hong Kong and mainland China through itsoperating Hong Kong subsidiary,E I L HK,and mainland China subsidiary
102、 E I L PRC.E I L HKs,E I L PRCs and EIL Taiwansreporting currency is HKD.This prospectus contains translations of certain foreign currency amounts into U.S.dollars for theconvenience of the reader.Unless otherwise noted,all translations from U.S.dollars to HKD in this prospectus as of and for the si
103、xmonths ended June 30,2023 and for the year ended December 31,2022 were calculated at the rate of US$1=HKD7.85.Norepresentation is made that the HKD amounts could have been,or could be,converted,realized or settled into US$at such rate,or atany other rate.iiiTable of Contents PROSPECTUS SUMMARY This
104、 summary highlights selected information contained elsewhere in this prospectus.Because it is only a summary,it does notcontain all of the information you should consider before making your investment decision.Before investing in our Shares,youshould carefully read this entire prospectus,including o
105、ur financial statements and the related notes thereto and the information setforth under“Risk Factors,”“Selected Consolidated Financial Data,”“Managements Discussion and Analysis of FinancialCondition and Results of Operations,”and“Business.”Unless the context otherwise requires,all references to“E
106、I L Cayman”,“we”,“us”,“our”,the“Company”and similar designations refer to E I L Holdings Limited,a Cayman Islands company,and itswholly-owned subsidiaries.Overview Our Group was established in 1992,we are principally engaged in the supply of sensors and electronic components to ourcustomers and have
107、 positioned ourselves as a value-added electronic component,sensor and engineering solutions provider able toprovide(i)sensors and components;(ii)engineering solutions and reference design;(iii)consultation of application feasibility study;and(iv)professional logistics services in bridging customers
108、 and electronic component producers in the electronics industry.Sinceincorporation,our Group has been focusing on identifying,sourcing,selling and distributing electronic components from supplierslocated in Asia,Japan,South Korea,Europe and U.S.In early 2000,our Group expanded its product offerings
109、and entered into thesensors market after establishing a business relationship with a supplier in Belgium.Our Group has further strengthened our positionand competitive advantages in the sensors and electronic components market by expanding our product variety and further enhanceour value-added servi
110、ces including(i)new application idea to clients,(ii)engineering consultation,(iii)reference design,and(iv)supply chain and logistics services to our clients.In order to broaden our customer base,we seek cross-selling opportunities anddeepen our penetration by establishing representative offices in m
111、ajor cities in our target territories.Competitive Strengths We believe our Group is well-positioned to capture the growth opportunities in the sensors and electronic componentsmarket,especially in the sensors market,and benefits from the growing demands for relevant products from our existing andpot
112、ential clients.We believe our Groups success is attributed to the following competitive advantages,which will enable us tofurther develop our business in the future:We have an experienced project team and engineering team to provide support to our sales and marketing team and tomaintain a collaborat
113、ive relationship among our Group,our suppliers and our customers.We diligently cultivate long lasting customer relationships with our key customers and develop an ever-growing customerbase so as to capture the growth of the electronic components and sensors market.Our Group possesses the flexibility
114、 and wide-ranging product portfolio sourced from our quality suppliers to swiftlyrespond to the ever-changing market demand and be able to capture the rising trend in the electronic components andsensors market.Our efficient and effective supply chain management system increases our customers relian
115、ce on us and differentiates usfrom our competitors.We are led by an experienced management team who has substantial experience in the industry.Our Groups experiencedand stable management team has motivated the operations and improved the sales revenue.Our Strategy With an aim to enhancing our suppli
116、er network and broadening our product portfolio and enlarging our market share as asensors and electronic components supplier in mainland China and Hong Kong,we intend to pursue our goal through theimplementation of the following strategies:Further strengthen our position in the sensors market by ex
117、panding our product variety.Broaden our customer base through seeking cross-selling opportunities and establishing representative offices in Asia-Pacific(including mainland China)to deepen our penetration in Asia-Pacific.Continue to upgrade our information management systems to optimize our marketin
118、g,promotion and sales network,toenhance operating efficiencies and to improve cost effectiveness.Corporate Structure We are not a Hong Kong or a mainland China operating company,but an offshore holding company incorporated in the CaymanIslands.As a holding company with no material operations of our
119、own,we conduct our operations through our operating company inHong Kong,mainland China and Taiwan,E I L HK,E I L PRC and E I L Taiwan,respectively.This is an offering of the Shares of EI L Holdings Limited,the holding company in the Cayman Islands,instead of the shares of E I L HK,E I L PRC and E I
120、L Taiwan.Because we are incorporated under the laws of the Cayman Islands,you may encounter difficulty protecting your interests as ashareholder,and your ability to protect your rights through the U.S.federal court system may be limited.Please refer to the sectionsentitled“Risk Factors”and“Enforceab
121、ility of Civil Liabilities”for more information.The chart below illustrates our corporate structure and identifies our subsidiaries prior to our Groups initial public offering:For more details,see“Business Corporate History and Structure”section.1Table of Contents Transfers of Cash To and From Our S
122、ubsidiaries We conduct substantially all of our operations in Hong Kong and mainland China through our Hong Kong subsidiary,E I LHK,and mainland China subsidiary,E I L PRC.E I L HK and E I L PRC are our only operating subsidiaries located in Hong Kongand mainland China,respectively,and the other sub
123、sidiary is an intermediate holding company with no operations.During the sixmonths ended June 30,2023 and 2022 and the years ended December 31,2022 and 2021,the only transfer of assets among E I LCayman and its subsidiaries consisted of cash.As required under the PRC Enterprise Income Tax Law,the di
124、vidends paid by E I LPRC to E I L HK were subject to a withholding tax rate of 10%.For the six months ended June 30,2023 and 2022 and the yearsended December 31,2022 and 2021,we approved,declared and distributed a special dividend of approximately US$2.45 million,US$0.24 million,US$0.24 million and
125、US$0.14 million,respectively through our subsidiary to our shareholders.Cash is transferredthrough our organization in the following manner:(i)funds are transferred to E I L PRC,our PRC operating entity,from E I LCayman through our BVI and Hong Kong subsidiaries in the form of capital contributions
126、or shareholder loans,as the case may be;and(ii)dividends or other distributions may be paid by E I L PRC to E I L Cayman through our Hong Kong and BVI subsidiaries.We intend to retain all available funds and future earnings,if any,for operation and business development,however,we may paydividends on
127、 our Shares in the foreseeable future.Any future determination related to our dividend policy will be made at thediscretion of our board of directors after considering our financial condition,results of operations,capital requirements,contractualrequirements,business prospects and other factors the
128、board of directors deems relevant,and subject to the restrictions contained inany future financing instruments.Further,as there is an intra-group trading relationship between E I L PRC and E I L HK,cash willbe transmitted from E I L PRC to E I L HK on a regular basis.For more details,see section cap
129、tioned“Related Party Transactions”in this prospectus.In June 2023,we established E I L Taiwan which engages in sales and distribution of electronic components.As atthe date of this prospectus,there is no intra-group trading relationship between E I L Taiwan and the rest of the entities within theGro
130、up.The following are the aggregate intra-group cash flow for the six months ended June 30,2023 and 2022 and years endedDecember 31,2022 and 2021 in Hong Kong Dollars:From To For the Six MonthsEnded June 30,2022 For the Six MonthsEnded June 30,2023 Nature of TransactionE I L PRC E I L HK$150,385,337$
131、119,954,010 Settlement of purchasecost From To For the Year EndedDecember 31,2021 For the Year EndedDecember 31,2022 Nature of TransactionE I L PRC E I L HK$238,052,654$278,590,295 Settlement of purchasecost We are not prohibited under the laws of the Cayman Islands to provide funding to our operati
132、ng subsidiaries through loansand/or capital contributions without restriction on the amount of the funds loaned or contributed.Cayman Islands.Subject to Cayman law,the Companies Act and our Memorandum and Articles of Association,our boardof directors may from time to time declare dividends in any cu
133、rrency to be paid to our members.Subject to a solvency test,asprescribed in the Companies Act,and the provisions,if any,of the memorandum and articles of association of an exempted companyincorporated in the Cayman Islands,an exempted company incorporated in the Cayman Islands may pay dividends and
134、distributionsout of its share premium account.In addition,based upon English case law that is likely to be persuasive in the Cayman Islands,dividends may be paid out of profits.Hong Kong.Under Hong Kong law,dividends may only be paid out of distributable profits(that is,accumulated realizedprofits l
135、ess accumulated realized losses)or other distributable reserves.Dividends cannot be paid out of share capital.There are norestrictions or limitations under the laws of Hong Kong imposed on the conversion of HK dollars into foreign currencies and theremittance of currencies out of Hong Kong,nor is th
136、ere any restriction on foreign exchange to transfer cash between the Companyand its subsidiaries,across borders and to U.S.investors,nor are there any restrictions or limitations on distributing earnings fromour business and subsidiaries to the Company and U.S.investors.Under the current practice of
137、 the Inland Revenue Department ofHong Kong,no tax is payable in Hong Kong in respect of dividends paid by us.Mainland China.Current PRC regulations permit our mainland China subsidiary,E I L PRC,to pay dividends to E I L HK onlyout of its accumulated profits as determined in accordance with PRC acco
138、unting standards and regulations.E I L PRC is required toset aside at least 10%of its after-tax profits as the statutory common reserve fund until the cumulative amount of the statutorycommon reserve fund reaches 50%or more of its registered capital,if any,to fund its statutory common reserves,which
139、 are notavailable for distribution as cash dividends.Furthermore,the transfer of funds from E I L HK to E I L PRC,either as an increase inregistered capital or a shareholder loan,is subject to approval by registration or filing with relevant Chinese authorities.Capitalcontributions to our mainland C
140、hina subsidiary are subject to registration with the State Administration for Market Regulation,or theSAMR,or its local branches,information reporting in the online enterprise registration system,and foreign exchange registrationwith qualified banks.In addition,(a)any foreign loan procured by our ma
141、inland China subsidiary is required to be filed with theState Administration for Foreign Exchange,or the SAFE,through the online filing system of SAFE,and(b)our mainland Chinasubsidiary may not procure loans exceeding a statutory upper limit which considers our total investment in projects approved
142、by theverifying departments and registered capital.Any loans provided by us to our mainland China subsidiary with a term exceeding oneyear must be recorded and registered with the National Development and Reform Commission,or the NDRC,or its local branches.2Table of Contents Pursuant to the PRC Fore
143、ign Exchange Regulations,RMB is,in general,freely convertible for payment under current accountitems such as foreign exchange transactions relating to trading,services and payment of dividend,but not for payment under capitalaccount items including capital transfer,direct investment,securities inves
144、tment,derivative products or loan,except with priorapproval granted by the SAFE.The payment of current account items,such as profit distributions and trade and service-relatedforeign exchange transactions,can be made in foreign currencies without prior approval from the SAFE by complying with certai
145、nprocedural requirements.However,approval from,registration or filing with appropriate government authorities is required whereRMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loansdenominated in foreign currencies.Foreign-Invest
146、ed enterprises established in China,through providing certain documents(such asthe board resolution and tax registration permit),can purchase foreign exchange for dividend payments,trading or services withoutthe approval from the SAFE.The PRC government may also from time to time impose controls on
147、the conversion of RMB intoforeign currencies and the remittance of currencies out of China.Therefore,we may experience difficulties in completing theadministrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits.Furthermore,if our mainland Chin
148、a subsidiary,E I L PRC incurs debt on its own in the future,the instrument governing the debt may restrict itsability to pay dividends or make other payments.There can be no assurance that the PRC government will not intervene or imposerestrictions to prevent the cash maintained in Hong Kong or main
149、land China from being transferred out or restrict the deployment ofthe cash into our business or for the payment of dividends.If the Company or its subsidiaries are unable to receive cash derived fromthe profits generated by our operations in China,we may be unable to pay dividends on our Shares.See
150、“Risk Factors RisksRelated to Doing Business in mainland China PRC regulation of loans to and direct investment in PRC entities by offshoreholding companies and governmental control of currency conversion may delay us from remitting the proceeds of this offering intoChina through loans or additional
151、 capital contributions to our mainland China subsidiary,thereby diminishing our ability to fund andexpand our business.”See also“Risk Factors Risks Related to Doing Business in mainland China There are significantuncertainties under the PRC Enterprise Income Tax Law relating to the withholding tax l
152、iabilities of our mainland China subsidiary,and dividends payable by our mainland China subsidiary to our offshore subsidiaries may not enjoy certain treaty benefits.”As we are a holding company,our ability to make dividend payments,if any,would be contingent upon our receipt of fundsfrom our Hong K
153、ong operating subsidiary E I L HK and mainland China operating subsidiary E I L PRC through intermediateholding companies.As of the date of this prospectus,our subsidiaries have not experienced any difficulties or limitations on theirability to transfer cash between each other;they do not maintain c
154、ash management policies or procedures dictating the amount ofsuch funding or how funds are transferred.For more information,see“Dividend Policy,”“Risk Factors”and“Summary Financial Data”and“Unaudited CondensedConsolidated Statements of Changes in Shareholders Equity,”“Consolidated Statements of Chan
155、ges in Shareholders Equity”in theunaudited condensed financial statements for the six months ended June 30,2023 and audited financial statements for the year endedDecember 31,2022 contained in this prospectus.Permission Required from Hong Kong Authorities Hong Kong is a special administration region
156、 of China,having its own governmental and legal system that is independent frommainland China,and as a result,has its own distinct rules and regulation.E I L HK is an operating subsidiary in Hong Kong.As ofthe date of this prospectus,we received the Hong Kong legal opinion issued by our U.S.and Hong
157、 Kong counsel,Loeb&Loeb LLP.According to the legal opinion issued by our U.S.and Hong Kong counsel,we,including E I L HK,have received all requisitepermissions or approvals from the Hong Kong authorities to operate our business,including but not limited to obtaining a relevantcertificate of incorpor
158、ation and business license,and that we,including E I L HK are not required to obtain any permission orapproval from Hong Kong authorities to offer the shares of E I L Cayman to foreign investors.Further,uncertainties still exist due tothe possibility that laws,regulations,or policies in Hong Kong co
159、uld change rapidly in the future.Should there be any change inapplicable laws,regulations,or interpretations,and we or any of our subsidiaries are required to obtain such permissions orapprovals in the future,we will strive to comply with the then applicable laws,regulations,or interpretations.In th
160、e event that we,including E I L HK,(i)do not receive or fail to maintain such permissions or approvals in the future,(ii)inadvertently conclude thatrelevant permissions or approvals were not required,or(iii)are required to obtain such permissions or approvals in the futurefollowing applicable laws,r
161、egulations,or interpretation changes,any action taken by the Hong Kong government could significantlylimit or completely hinder our operations and our ability to offer or continue to offer securities to investors and could cause the valueof our securities to significantly decline or be worthless.Per
162、mission Required from Mainland China Authorities The PRC government has recently indicated that it may exert more control or influence over offerings of securities conductedoverseas.As of the date of this prospectus,we received the mainland China legal opinion issued by our mainland China counsel,Ji
163、ngtian&Gongcheng Law Firm.According to the legal opinion issued by our mainland China counsel,to the best of theirknowledge after due inquiry and as confirmed by the Company,as of the date of this prospectus,we are not subject to cybersecurityreview with the Cyberspace Administration of China(“CAC”)
164、to conduct business operations in China,given that:(i)we do notoperate any network platform or provide any network service for individual users,(ii)all the customers and suppliers of E I L PRCare enterprises,(iii)we do not possess a large amount of personal information in our business operations,(iv
165、)we are not recognizedas“operators of critical information infrastructure”by any authentic authority,(v)we have not been involved in any investigationsinitiated by the CAC,nor have we received any inquiry,notice,warning,or sanction in such respect.Nevertheless,the Measures forCybersecurity Review(20
166、21 version)was recently adopted and the Network Internet Data Protection Draft Regulations is in theprocess of being formulated and the interpretation and application of these regulations remain unclear.We have been closelymonitoring regulatory developments in China regarding any necessary approvals
167、 from the CSRC,the CAC,or other PRCgovernmental authorities required for the conduct of our business operations and overseas listings,including this offering.3Table of Contents On February 17,2023,the CSRC issued the Trial Administrative Measures of Overseas Securities Offering and Listing byDomesti
168、c Enterprises,or the Trial Measures,which became effective on March 31,2023.On the same date of the issuance of theTrial Measures,the CSRC circulated No.1 to No.5 Supporting Guidance Rules,the Notes on the Trial Measures,the Notice onAdministration Arrangements for the Filing of Overseas Listings by
169、 Domestic Enterprises and the relevant CSRC Answers toReporter Questions on the official website of the CSRC,or collectively,the Guidance Rules and Notice.The Trial Measures,togetherwith the Guidance Rules and Notice,reiterate the basic supervision principles by providing substantially requirements
170、for filings ofoverseas offering and listing by domestic companies.Under the Trial Measures and the Guidance Rules and Notice,domesticcompanies conducting overseas securities offering and listing activities,either in direct or indirect form,shall complete filingprocedures with the CSRC pursuant to th
171、e requirements of the Trial Measures within three working days following its submission ofinitial public offerings or listing application.According to the legal opinion issued by our mainland China counsel and based on itsunderstanding of the relevant PRC laws and regulations as of the date of this
172、prospectus,our offering will not be identified as anindirect overseas issuance.The Trial Measures provides that if the issuer both meets the following criteria,the overseas securitiesoffering and listing conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies:
173、(i)50%ormore of any of the issuers operating revenue,total profit,total assets or net assets as documented in its audited consolidatedfinancial statements for the most recent fiscal year is accounted for by domestic companies;and(ii)the main parts of the issuersbusiness activities are conducted in m
174、ainland China,or its main place(s)of business are located in mainland China,or the majority ofsenior management staff in charge of its business operations and management are PRC citizens or have their usual place(s)ofresidence located in mainland China.The following table sets forth the percentage o
175、f our operating revenue,total profit,total assets and net assets by jurisdiction:Hong Kong PRC Total Year ended December 31,2021%of Total%of Total HK$million Operating revenue#54.08%45.92%660.43 Total profit#66.42%33.58%38.29 As of December 31,2021 Total assets 88.60%11.40%320.30 Net assets#61.33%38
176、.67%74.12 Hong Kong PRC Total Year ended December 31,2022%of Total%of Total HK$million Operating revenue#53.56%46.44%661.99 Total profit#100.00%N/A*20.34 As of December 31,2022 Total assets 80.15%19.85%379.09 Net assets#72.66%27.34%91.22 Hong Kong PRC Total Year ended December 31,2022%of Total%of To
177、tal US$million Operating revenue#53.56%46.44%84.33 Total profit#100.00%N/A*2.59 As of December 31,2022 Total assets 80.15%19.85%48.29 Net assets#72.66%27.34%11.62#Operating revenue,total profit,and net assets are interpreted as revenues,income before income taxes,and total shareholders equity,respec
178、tively in our financial statements.*Loss-making In light of the foregoing,we and Jingtian&Gongcheng Law Firm believe that the listing of our Ordinary Shares on The NasdaqCapital Market(“Nasdaq”)does not constitute an“indirect overseas offering and listing by PRC domestic companies”and that weare not
179、 required to complete the filing procedures as stipulated by the Trial Measures because we meet neither of the above criteria:(i)less than 50%of any of the Companys operating revenue,total profit,total assets or net assets as documented in its auditedconsolidated financial statements for 2022 is acc
180、ounted for by its mainland China subsidiary;(2)the main parts of the Companysbusiness activities are neither carried out in mainland China,nor is its main place of business located in mainland China,and none ofthe members of the senior management team in charge of our business operation and manageme
181、nt are Chinese citizens or domiciledin mainland China.If we or our mainland China subsidiary(i)do not receive or maintain such relevant permissions or approvals,(ii)inadvertentlyconclude that such relevant permissions or approvals are not required,or(iii)applicable laws,regulations,or interpretation
182、s changeand require us to obtain such permissions or approvals in the future,we may face sanctions by the CSRC,the CAC or other PRCregulatory agencies.These regulatory agencies may impose fines and penalties on our operations in China,limit our ability to paydividends outside of China,limit our oper
183、ations in China,delay or restrict the repatriation of the proceeds from this offering intoChina or take other actions that could have a material adverse effect on our business as well as the trading price of our Shares.Wecould be required to restructure our operations to comply with such regulations
184、 or potentially cease operations in the PRC entirely.The CSRC,the CAC or other PRC regulatory agencies also may take actions requiring us,or making it advisable for us,to halt thisoffering before settlement and delivery of our Shares.In addition,if the CSRC,the CAC or other regulatory PRC agencies l
185、aterpromulgate new rules requiring that we obtain their approvals for this offering,we may be unable to obtain a waiver of such approvalrequirements,if and when procedures are established to obtain such a waiver.Any action taken by the PRC government couldsignificantly limit or completely hinder our
186、 operations in the PRC and our ability to offer or continue to offer securities to investorsand could cause the value of such securities to significantly decline or be worthless.Further,the Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors,or the M&A Rules,adoptedby
187、six PRC regulatory agencies in 2006 and amended in 2009,requires an overseas special purpose vehicle formed for offeringpurposes through acquisitions of PRC domestic companies and controlled by PRC persons or entities with shares of the offshorespecial purchase vehicles to obtain the approval of the
188、 CSRC prior to the offering and trading of such special purpose vehiclessecurities on an overseas stock exchange.According to the legal opinion issued by our mainland China counsel and based on itsunderstanding of the current PRC laws and regulations,we will not be required to submit an application
189、to the CSRC for theapproval of the offering and trading of our Shares because(i)E I L PRC was not established through a merger or requisition of theequity or assets of a“PRC domestic company”as such term is defined under the M&A Rules,(ii)although E I L PRC is a mainlandChina entity,it has been cont
190、rolled by a non-PRC persons since its incorporation,and(iii)the CSRC currently has not issued anydefinitive rule or interpretation concerning whether an offering like ours under this document is subject to this regulation.However,uncertainties still exist as to how the M&A Rules will be interpreted
191、or implemented,and the opinion of our mainland China counselis subject to any new laws,rules,and regulations or detailed implementations and interpretations in any form relating to the M&ARules.If CSRC approval is required,it is uncertain whether we can or how long it will take us to obtain the appr
192、oval and,even if weobtain such CSRC approval,such CSRC approval could be rescinded.We cannot assure you that relevant PRC governmentauthorities,including the CSRC,would reach the same conclusion as our mainland China counsel.4Table of Contents Summary of Risk Factors Investing in our Shares involves
193、 risks.You should carefully consider the risks described in“Risk Factors”before making adecision to invest in our Shares.If any of these risks actually occur,our business,financial condition,or results of operations couldbe materially and adversely affected.In such case,the trading price of our Shar
194、es would likely decline,their liquidity could dropsignificantly and you may lose all or part of your investment.The following is a summary of some of the principal risks we face:Risks Related to Our Business and Doing Business in Hong Kong Our business is subject to a number of risks,including risks
195、 that may prevent us from achieving our business objectives or maymaterially and adversely affect our business,financial condition,results of operations,cash flows and prospects.These risks include,but are not limited to,the following:We operate in a competitive market that could result in lower pro
196、fit margins.We are subject to technological changes in the electronic components and sensors industry.Our purchase orders are not recurring in nature and our future business depends on our continuing success in securingpurchase orders from existing customers and procuring purchase orders from new cu
197、stomers.The success of our business depends on quality controls by our principal suppliers.We are exposed to initial cash outflow in projects,which may adversely affect our corresponding liquidity position.We are dependent on our principal suppliers.If our distribution agreements with these principa
198、l suppliers are terminated,interrupted,or adversely modified,our business,financial condition and results of operations could be adversely affected.Interruptions or performance problems associated with our technology and infrastructure may materially and adverselyaffect our business,results of opera
199、tions,and financial condition.Trade restrictions could materially and adversely affect our business,financial condition and results of operations.Unforeseeable events,such as the global COVID-19 outbreak,could significantly disrupt our supply chain for a prolongedperiod of time.Our results of operat
200、ion may be materially and adversely affected by a downturn in Hong Kong,mainland China,or theglobal economy,and changes in the economic and political policies of the PRC.See“Risk Factors Risks Related to OurBusiness and Doing Business in Hong Kong Our results of operation may be materially and adver
201、sely affected by adownturn in Hong Kong,mainland China or the global economy”on page 24.You may experience difficulties in effecting service of process,enforcing foreign judgments or bringing actions in HongKong against us or our management named in this prospectus based on foreign laws.E I L Cayman
202、 is incorporated underthe laws of the Cayman Islands,but the majority of our operations and assets are held by our operating subsidiary,and E I LHK,in Hong Kong.In addition,all of our senior executive officers and directors reside within Hong Kong for a significantportion of the time.As a result,it
203、may be difficult or impossible for investors to effect service of process on us inside HongKong.See“Risk Factors Risks Related to Our Business and Doing Business in Hong Kong You may experiencedifficulties in effecting service of process,enforcing foreign judgments or bringing actions in Hong Kong a
204、gainst us or ourmanagement named in this prospectus based on foreign laws”on page 28.5Table of Contents Recent joint statements by the SEC and PCAOB,Nasdaqs proposed rule changes and the HFCA Act all call for additionaland more stringent criteria to be applied to emerging market companies upon asses
205、sing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.See“Risk Factors Risks Related to Our Businessand Doing Business in Hong Kong Recent joint statement by the SEC and PCAOB,Nasdaqs proposed rule changes andthe HFCA Act all call for additional
206、and more stringent criteria to be applied to emerging market companies upon assessingthe qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB”on page 24.The Hong Kong legal system embodies uncertainties which could limit the availability of legal protect
207、ions.Hong Kong is aSpecial Administrative Region of the PRC and enjoys a high degree of autonomy under the“one country,two systems”principle.Any changes to the political and economic environment in Hong Kong may materially and adversely affect ourbusiness and operation.See“Risk Factors Risks Related
208、 to Our Business and Doing Business in Hong Kong TheHong Kong legal system embodies uncertainties which could limit the availability of legal protections”on page 27.Risks Related to Doing Business in Mainland China Although the majority of our business is conducted in Hong Kong,part of our business
209、is conducted in mainland China,wherewe may face significant regulatory,liquidity,and enforcement risks and uncertainties relating to doing business in mainland China ingeneral.See“Risk Factors Risks Related to Doing Business in Mainland China”beginning on page 28 for a more detaileddiscussion of the
210、 risks involved.The material Mainland China risks include but are not limited to,the following:Uncertainties with respect to the PRC legal system,including risks and uncertainties regarding the enforcement of laws,andsudden or unexpected changes in laws and regulations in the PRC with little advance
211、 notice could result in a materialchange in our operations and/or the value of the securities we are registering for sale.There are substantial uncertaintiesregarding the interpretation and application of PRC laws and regulations.These laws and regulations are sometimes vagueand may be subject to fu
212、ture changes,and their official interpretation and enforcement could be unpredictable,with littleadvance notice,which could result in a material change in our operations and/or the value of our Shares.It is also uncertainwhether having all of our directors and officers located in Hong Kong will subj
213、ect us to the oversight of the Chineseauthorities in the future.See“Risk Factors Risks Related to Doing Business in Mainland China Uncertainties withrespect to the PRC legal system,including risks and uncertainties regarding the enforcement of laws,and sudden orunexpected changes in laws and regulat
214、ions in the PRC with little advance notice could result in a material change in ouroperations and/or the value of the securities we are registering for sale”on page 28.The PRC government may intervene or influence our operations at any time or may exert more control over offeringsconducted overseas
215、and foreign investment in China-based issuers,which could result in a material change in our operationsand/or the value of the securities we are registering for sale.The PRC government may choose to exercise significantoversight and discretion,and the regulations to which we are subject may change r
216、apidly and with little notice to ourshareholders or us.As a result,the application,interpretation,and enforcement of new and existing laws and regulations inChina are often uncertain.See“Risk Factors Risks Related to Doing Business in Mainland China The PRCgovernment may intervene or influence our o
217、perations at any time,which could result in a material change in our operationsand/or the value of the securities we are registering for sale”on page 29.Any actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and/orinvolves or constitutes a fo
218、reign investment in China-based issuers,such actions could significantly limit or completelyhinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantlydecline or become worthless.As of the date of this prospectus,our registered pub
219、lic offering in the U.S.is not subject to thereview nor prior approval of the CAC or the CSRC.Nevertheless,the promulgation of new laws or regulations,or the newinterpretation of existing laws and regulations may restrict or otherwise unfavorably impact our ability or way to conductbusiness and may
220、require us to change certain aspects of our business to ensure compliance.See“Risk Factors RisksRelated to Doing Business in Mainland China Any actions by the PRC government to exert more oversight and controlover offerings that are conducted overseas and/or foreign investment in China-based issuers
221、,such actions couldsignificantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value ofsuch securities to significantly decline or become worthless”on page 29.In light of recent events indicating greater oversight by the Cyberspace Adminis
222、tration of China over data security,particularly for companies seeking to list on a foreign exchange,we may be subject to a variety of PRC laws and otherobligations regarding data protection and any other rules,and any failure to comply with applicable laws and obligationscould have a material and a
223、dverse effect on our business and the offering.We may become subject to PRC laws relating tothe collection,use,sharing,retention,security,and transfer of confidential and private information,such as personalinformation and other data.In the event of a failure to comply,we may be required to suspend
224、our relevant businesses andbecome subject to fines and other penalties,which may materially and adversely affect our financial condition.In addition,given the recent events indicating greater oversight by the CAC over data security,particularly for companies seeking to liston a foreign exchange,it r
225、emains uncertain as to how the New Measures will be interpreted or implemented.PRCregulatory agencies,including the CAC,may adopt new laws,regulations,rules,or detailed implementation andinterpretation related to the New Measures.See“Risk Factors Risks Related to Doing Business in Mainland China Inl
226、ight of recent events indicating greater oversight by the Cyberspace Administration of China over data security,particularlyfor companies seeking to list on a foreign exchange,we may be subject to a variety of PRC laws and other obligationsregarding data protection and any other rules,and any failur
227、e to comply with applicable laws and obligations could have amaterial and adverse effect on our business and the offering”on page 30.It may be difficult for overseas shareholders and/or regulators to conduct investigation in China.There are significant legalobstacles to providing information needed
228、for regulatory investigations or litigation initiated outside China.See“RiskFactors Risks Related to Doing Business in Mainland China It may be difficult for overseas shareholders and/orregulators to conduct investigations in China”on page 31.We may be required to obtain approval from PRC authoritie
229、s to list on overseas stock exchanges in the future.See“RiskFactors Risks Related to Doing Business in Mainland China We may be required to obtain approval from PRCauthorities to list on overseas stock exchanges in the future”on page 32.6Table of Contents Risks Related to Our Shares In addition to t
230、he risks described above,we are subject to general risks and uncertainties relating to our Shares and this offering,including but not limited to the following:There has been no public market for our Shares prior to this offering;if an active trading market does not develop you maynot be able to rese
231、ll our Shares at any reasonable price.If we fail to meet applicable listing requirements,Nasdaq may delist our Shares from trading,in which case the liquidityand market price of our Shares could decline.Our status as a“foreign private issuer”under the rules promulgated by the Securities and Exchange
232、 Commission under theU.S.federal securities laws(the“SEC rules”),will exempt us from the U.S.proxy rules and the more detailed and frequentSecurities Exchange Act of 1934(the“Exchange Act”)reporting obligations applicable to a U.S.domestic public company.Our status as a foreign private issuer under
233、the Nasdaq Stock Market Rules(the“Nasdaq rules”),will allow us to adoptcertain home country practices in relation to corporate governance matters which may differ significantly from Nasdaqcorporate governance listing standards applicable to a U.S.domestic Nasdaq listed company.Our status as an“emerg
234、ing growth company”under the the JOBS Act may make it more difficult to raise capital as andwhen we need it.We may allocate the net proceeds from this offering in ways that differ from the estimates discussed in the section titled“Use of Proceeds”and with which you may not agree.7Table of Contents R
235、ecent Regulatory Development in China We are aware that,recently,the PRC government initiated a series of regulatory actions and statements to regulate businessoperations in certain areas in China with little advance notice,including cracking down on illegal activities in the securities market,enhan
236、cing supervision over China-based companies listed overseas using variable interest entity structure,adopting new measures toextend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.Cybersecurity Laws On December 28,2021,the CAC,the NDRC and several other admi
237、nistrations jointly adopted and published the Measures forCybersecurity Review(2021 version)(“New Measures”),which came into effect on February 15,2022.According to the NewMeasures,if an“operator of critical information infrastructure”or“network platform operator”that is in possession of personal da
238、taof more than one million users intends to list in a foreign country,it must apply for a cybersecurity review.The New Measuresfurther elaborates the factors to be considered when assessing the national security risks of the relevant activities,including,amongothers,(i)the risk of core data,importan
239、t data or a large amount of personal information being stolen,leaked,destroyed,and illegallyused or exited the country;and(ii)the risk of critical information infrastructure,core data,important data or a large amount ofpersonal information being affected,controlled,or maliciously used by foreign gov
240、ernments after listing abroad.Given the nature of our business,we believe this risk is not significant.E I L PRC may collect and store certain data(includingcertain personal information)from our clients for“Know Your Customers”purpose,who may be PRC individuals.We do notcurrently expect the New Meas
241、ures to have an impact on our business,operations or this offering as we do not believe that E I LPRC is deemed to be an“operator of critical information infrastructure,”“data processor,”or“network platform operator”controlling personal information of no less than one million users,that are required
242、 to file for cybersecurity review before listing inthe U.S.,because(i)as of date of this prospectus,E I L PRC has collected and stored personal information of far less than onemillion users;and(ii)as of the date of this prospectus,E I L PRC has not been involved in any investigations on cybersecurit
243、y ordata security initiated by related governmental regulatory authorities,and we have not received any inquiry,notice,warning,orsanction in such respect.Therefore,we are not covered by the permission and requirements from the CSRC nor CAC,and we havereceived all necessary permissions to operate our
244、 business in China and no permission has been denied.E I L PRC has received allnecessary permissions required to obtain from PRC authorities to operate its current business in China or issue shares to foreigninvestors.Nevertheless,since these statements and regulatory actions are new,it is highly un
245、certain how soon the legislative oradministrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations andinterpretations will be modified or promulgated.If the CSRC or other regulatory agencies later promulgate new rules or explanationsrequi
246、ring that we obtain their approvals for this offering and any follow-on offering,we cannot assure you that we will be able to listour Shares on U.S.exchanges,or continue to offer securities to investors,which would materially affect the interest of the investorsand cause significantly depreciation o
247、f our price of Shares.See“Risk Factors We may be required to obtain approval from PRCauthorities to list on overseas stock exchanges in the future.”8Table of Contents Laws on Offshore Securities Offering On July 6,2021,the relevant PRC government authorities issued Opinions on Strictly Cracking Down
248、 Illegal SecuritiesActivities in Accordance with the Law.These opinions emphasized the need to strengthen the administration over illegal securitiesactivities and the supervision on overseas listings by China-based companies and proposed to take effective measures,such aspromoting the construction o
249、f relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listedcompanies.As a follow-up,on February 17,2023,the CSRC issued the Trial Administrative Measures of Overseas SecuritiesOffering and Listing by Domestic Enterprises,or the Trial Measures,which became
250、effective on March 31,2023.On the same dateof the issuance of the Trial Measures,the CSRC circulated No.1 to No.5 Supporting Guidance Rules,the Notes on the TrialMeasures,the Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and the relevantCSRC Answer
251、s to Reporter Questions on the official website of the CSRC,or collectively,the Guidance Rules and Notice.According to the Trial Measures,together with the Guidance Rules and Notice,a domestic company in the PRC that seeks to offerand list securities on overseas markets shall fulfill the filing proc
252、edures with the CSRC as per requirement of the Trial Measureswithin 3 working days after the relevant application is submitted overseas.The Trial Measures also provides that if the issuer bothmeets the following criteria,the overseas securities offering and listing conducted by such issuer will be d
253、eemed as indirect overseasoffering by PRC domestic companies:(i)50%or more of any of the issuers operating revenue,total profit,total assets or net assetsas documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by domesticcompanies;and(ii)the ma
254、in parts of the issuers business activities are conducted in mainland China,or its main place(s)of businessare located in mainland China,or the majority of senior management staff in charge of its business operations and management arePRC citizens or have their usual place(s)of residence located in
255、mainland China.Under the Trial Measures,a domestic company isprohibited from overseas offering and listing if any of the following circumstances is involved:(i)where such securities offering andlisting is explicitly prohibited by provisions in laws,administrative regulations and relevant state rules
256、;(ii)where the intendedsecurities offering and listing may endanger national security as reviewed and determined by competent authorities under the StateCouncil in accordance with laws;(iii)where the domestic company intending to make the securities offering and listing,or itscontrolling shareholder
257、s and the actual controller,have committed crimes such as corruption,bribery,embezzlement,misappropriation of property or undermining the order of the socialist market economy during the latest three years;(iv)where thedomestic company intending to make the securities offering and listing is suspect
258、ed of committing crimes or major violations of lawsand regulations,and is under investigation according to law,and no conclusion has yet been made thereof;and(v)where there arematerial ownership disputes over equity held by the domestic companys controlling shareholder or by other shareholders that
259、arecontrolled by the controlling shareholder and/or actual controller.As these laws and regulations are recently issued,official guidance and related implementation rules have not been issued yetand the interpretation of these opinions remains unclear at this stage.We cannot assure you that any new
260、rules or regulationspromulgated in the future will not impose additional requirements on us.If it is determined in the future that approval from theCSRC or other regulatory authorities or other procedures are required for this offering,it is uncertain whether we can or how long itwill take us to obt
261、ain such approval or complete such procedures and any such approval or completion could be rescinded.Anyfailure to obtain or delay in obtaining such approval or completing such procedures for this offering,or a rescission of any suchapproval if obtained by us,would subject us to sanctions by the CSR
262、C or other PRC regulatory authorities for failure to seek CSRCapproval or other government authorization for this offering.These regulatory authorities may impose fines and penalties on ouroperations in China,limit our ability to pay dividends outside of China,limit our operating privileges in China
263、,delay or restrict therepatriation of the offering from this offering into China or take other actions that could materially and adversely affect our business,financial condition,results of operations,and prospects,as well as the trading price of our shares.The CSRC or other PRCregulatory authoritie
264、s also may take actions requiring us,or making it advisable for us,to halt this offering before settlement anddelivery of the Shares offering hereby.Consequently,if you engage in market trading or other activities in anticipation of and prior tosettlement and delivery,you do so at the risk that sett
265、lement and delivery may not occur.In addition,if the CSRC or other regulatoryauthorities later promulgate new rules or explanations requiring that we obtain their approvals or accomplish the required filing orother regulatory procedures for this offering,we may be unable to obtain a waiver of such a
266、pproval requirements,if and whenprocedures are established to obtain such a waiver.Any uncertainties or negative publicity regarding such approval requirementcould materially and adversely affect our business,prospects,financial condition,reputation,and the trading price of the shares.9Table of Cont
267、ents Implications of the HFCA Act Our auditor is required by the laws of the United States to undergo regular inspections by the PCAOB.If our securities becomelisted on a national securities exchange or quoted on the over-the-counter market in the United States,trading in our securities maybe prohib
268、ited under the HFCA Act,and our securities may be subject to delisting if the PCAOB cannot inspect or completelyinvestigate our auditor for three consecutive years beginning 2021.Our independent registered public accounting firms auditdocumentation related to their audit reports included in this pro
269、spectus include audit documentation located in mainland China.OnJune 22,2021,the U.S.Senate passed Accelerating Holding Foreign Companies Accountable Act and on December 29,2022,theConsolidated Appropriations Act was signed into law by President Biden,which contained,among other things,an identicalp
270、rovision to Accelerating Holding Foreign Companies Accountable Act and amended the Holding Foreign Companies AccountableAct by requiring the SEC to prohibit an issuers securities from trading on a national securities exchange or in the over-the-countermarket in the United States if its auditor is no
271、t subject to PCAOB inspections for two consecutive years instead of three,thusreducing the time before your securities may be prohibited from trading or delisted.On December 16,2021,the PCAOB issued areport to notify the SEC its determinations that it is unable to inspect or investigate completely r
272、egistered public accounting firmsheadquartered in mainland China and Hong Kong,respectively,and identifies the registered public accounting firms in mainlandChina and Hong Kong that are subject to such determinations.The auditor of the Company,ARK Pro CPA&Co,is headquartered inHong Kong and is not a
273、mong the auditor firms listed on the determination list issued by the PCAOB,which notes all of the auditorfirms that the PCAOB is not able to inspect.On August 26,2022,the CSRC,the Ministry of Finance of the PRC,and the PCAOBsigned a Statement of Protocol,or the Protocol,governing inspections and in
274、vestigations of audit firms based in China and HongKong.The Protocol remains unpublished and is subject to further explanation and implementation.Pursuant to the fact sheet withrespect to the Protocol disclosed by the SEC,the PCAOB shall have independent discretion to select any issuer audits for in
275、spectionor investigation and has the unfettered ability to transfer information to the SEC.On December 15,2022,the PCAOB Boarddetermined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firmsheadquartered in mainland China and Hong Kong and vo
276、ted to vacate its previous determinations to the contrary.However,shouldPRC authorities obstruct or otherwise fail to facilitate the PCAOBs access in the future,the PCAOB Board will consider the need toissue a new determination.Our securities may be delisted or prohibited from trading if the PCAOB d
277、etermines that it cannot inspector investigate completely our auditor under the HFCA Act.See“Risk Factors Recent joint statements by the SEC and PCAOB,Nasdaqs proposed rule changes and the HFCA Act all call for additional and more stringent criteria to be applied to emergingmarket companies upon ass
278、essing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by thePCAOB.”Corporate Information Our principal office is located at Unit A,17/F.,Mai Wah Industrial Building,1-7 Wah Sing Street,Kwai Chung,Hong Kong,and our telephone number is+852 2741 6811.Our regis
279、tered office in the Cayman Islands is located at the Conyers Trust Company(Cayman)Limited,Cricket Square,Hutchins Drive,P.O.Box 2681,Grand Cayman,KY1-1111,Cayman Islands.The informationcontained therein or connected thereto shall not be deemed to be incorporated into this prospectus or the registrat
280、ion statement ofwhich it forms a part.Our agent for service of process in the United States is Cogency Global Inc.,located at 122 East 42nd Street,18th Floor New York,NY 10168.Implications of Being an Emerging Growth Company and a Foreign Private Issuer As a company with less than$1.235 billion in r
281、evenue during our most recently completed fiscal year,we qualify as an“emerging growth company”as defined in Section 2(a)of the Securities Act,as modified by the JOBS Act.As an emerging growthcompany,we may take advantage of certain reduced disclosure and requirements that are otherwise applicable g
282、enerally to U.S.public companies that are not emerging growth companies.These provisions include:the option to include in an initial public offering registration statement only two years of audited financial statements andselected financial data and only two years of related disclosure;reduced execu
283、tive compensation disclosure;and an exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002(“Sarbanes-OxleyAct”)in the assessment of our internal control over financial reporting.10Table of Contents The JOBS Act also permits an emerging growth company,suc
284、h as us,to delay adopting new or revised accounting standardsuntil such time as those standards are applicable to private companies.We have not elected to“opt out”of this provision,whichmeans that when a standard is issued or revised and it has different application dates for public or private compa
285、nies,we will havethe discretion to adopt the new or revised standard at the time private companies adopt the new or revised standard and Ourdiscretion will remain until such time that we either(i)irrevocably elect to“opt out”of such extended transition period or(ii)nolonger qualify as an emerging gr
286、owth company.We will remain an emerging growth company until the earliest of:the last day of our fiscal year during which we have total annual revenue of at least$1.235 billion;the last day of our fiscal year following the fifth anniversary of the closing of this offering;the date on which we have,d
287、uring the previous three-year period,issued more than$1.0 billion in non-convertible debtsecurities;or the date on which we are deemed to be a“large accelerated filer”under the Exchange Act,which,among other things,would occur if the market value of our Shares that are held by non-affiliates exceeds
288、$700 million as of the last business dayof our most recently completed second fiscal quarter.We have taken advantage of reduced reporting requirements in this prospectus.Accordingly,the information contained hereinmay be different than the information you receive from other public companies.In addit
289、ion,upon closing of this offering,we will report under the Exchange Act as a“foreign private issuer.”As a foreignprivate issuer,we may take advantage of certain provisions under the Nasdaq rules that allow us to follow Cayman Islands law forcertain corporate governance matters.Even after we no longe
290、r qualify as an emerging growth company,as long as we qualify as aforeign private issuer under the Exchange Act,we will be exempt from certain provisions of the Exchange Act that are applicable toU.S.domestic public companies,including:the sections of the Exchange Act regulating the solicitation of
291、proxies,consents,or authorizations in respect of a securityregistered under the Exchange Act;the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities andliability for insiders who profit from trades made in a short period of time;the
292、rules under the Exchange Act requiring the filing with the Securities and Exchange Commission of quarterly reports onForm 10-Q containing unaudited financial and other specified information,or current reports on Form 8-K,upon theoccurrence of specified significant events;and Regulation Fair Disclosu
293、re(“Regulation FD”),which regulates selective disclosures of material information by issuers.We are also a foreign private issuer.Foreign private issuers,like emerging growth companies,are also exempt from certain morestringent executive compensation disclosure rules.Thus,if we remain a foreign priv
294、ate issuer,even if we no longer qualify as anemerging growth company,we will continue to be exempt from the more stringent compensation disclosures required of publiccompanies that are neither an emerging growth company nor a foreign private issuer.We may take advantage of these exemptions until suc
295、h time as we are no longer a foreign private issuer.We are required todetermine our status as a foreign private issuer on an annual basis at the end of our second fiscal quarter.We would cease to be aforeign private issuer at such time as more than 50%of our outstanding voting securities are held by
296、 U.S.residents and any of thefollowing three circumstances apply:the majority of our executive officers or directors are U.S.citizens or residents;more than 50%of our assets are located in the United States;or our business is administered principally in the United States.11Table of Contents THE OFFE
297、RING Shares offered by us Shares(or Shares if the underwriters exercise their option to purchaseadditional Shares in full).Shares to be outstanding after this offering Shares(or Shares if the underwriters exercise their option to purchaseadditional Shares in full).Option to purchase additional Share
298、s We have granted the underwriters an option to purchase up to additionalShares from us within 45 days of the date of this prospectus.Use of proceeds We estimate that we will receive net proceeds from this offering ofapproximately$million,or approximately$million if theunderwriters exercise their op
299、tion to purchase additional Shares in full,basedon an assumed initial public offering price of$per Share,which is themidpoint of the price range set forth on the cover page of this prospectus,afterdeducting the estimated underwriting discounts and commissions and estimatedoffering expenses payable b
300、y us.We intend to use the net proceeds from this offering as follows:approximately 20%for expanding our research and development;approximately 20%for enhancing our industry position and strengtheningbusiness development,by increasing our brand recognition throughmarketing and promotion,and expand th
301、e presence of our sales forcegeographically to expand our customers base;approximately 25%for strengthening our project and engineering team forexpanding the scale and scope on engineering and project development;approximately 25%for improving our pre-and post-sale support byexpanding our engineerin
302、g support center(office)and strengthen ourtechnical expertise;and approximately 10%to fund general administration and working capital.See“Use of Proceeds”for additional information.Risk factors See“Risk Factors”and other information included in this prospectus for adiscussion of factors you should c
303、arefully consider before deciding to invest inour Shares.Listing We have applied to list our Shares on the Nasdaq Capital Market under thesymbol“EIL”.At this time,Nasdaq Capital Market has not yet approved ourapplication to list our Ordinary Shares.The closing of this offering isconditioned upon Nas
304、daq Capital Markets final approval of our listingapplication.However,there is no assurance that this offering will be closed andour Shares will be trading on the Nasdaq Capital Market.If the Nasdaq CapitalMarket does not approve our listing application this initial public offering willbe terminated.
305、The number of Shares to be outstanding after this offering is based on Shares outstanding as of the date of this prospectus.Unless otherwise indicated,all information in this prospectus assumes or gives effect to:no exercise by the underwriters of their option to purchase up to additional Shares fro
306、m us;and the adoption and effectiveness of the amendments to our Articles of Association,which will occur immediately prior to theclosing of this offering.12Table of Contents SUMMARY CONSOLIDATED FINANCIAL DATA The following summary consolidated statements of operations and comprehensive income for
307、the six months ended June 30,2023 and 2022 and the years ended December 31,2022 and 2021 and consolidated balance sheets data as of June 30,2023 and 2022December 31,2022 and 2021 have been derived from our consolidated financial statements included elsewhere in this prospectus.Our consolidated finan
308、cial statements are prepared and presented in accordance with U.S.GAAP.Our historical results are notnecessarily indicative of the results that may be expected for any future period.The following summary consolidated financial datashould be read in conjunction with“Managements Discussion and Analysi
309、s of Financial Condition and Results of Operations”andour consolidated financial statements included elsewhere in this prospectus.Selected Consolidated Statements of Operations and Comprehensive Income Data:Six months ended June 30,2022 2023 2023 HK$HK$US$Revenues,net 354,435,742 313,489,882 39,935,
310、017 Cost of revenue (301,138,041)(276,664,099)(35,243,834)Gross profit 53,297,701 36,825,783 4,691,183 Operating expenses (27,093,735)(26,910,694)(3,428,114)Income from operations 26,203,966 9,915,089 1,263,069 Other expense,net (2,598,669)(11,663,695)(1,485,821)Income tax expense (3,584,367)Net inc
311、ome(loss)20,020,930 (1,748,606)(222,752)Other comprehensive loss (1,398,708)(3,788,041)(482,554)Comprehensive income(loss)18,622,222 (5,536,647)(705,306)Years ended December 31,2021 2022 2022 HK$HK$US$Revenues,net 660,428,620 661,994,054 84,330,453 Cost of revenue (568,415,179)(573,207,538)(73,020,0
312、69)Gross profit 92,013,441 88,786,516 11,310,384 Operating expenses (56,144,785)(57,154,669)(7,280,849)Income from operations 35,868,656 31,631,847 4,029,535 Other income(expense),net 2,424,655 (11,295,285)(1,438,889)Income tax expense (4,111,959)(458,596)(58,420)Net income 34,181,352 19,877,966 2,5
313、32,226 Other comprehensive income(loss)644,320 (853,232)(108,691)Comprehensive income 34,825,672 19,024,734 2,423,535 Selected Consolidated Balance Sheet Data:As of December 31,As of June 30,2021 2022 2022 2023 2023 HK$HK$US$HK$US$Current assets 313,831,231 371,978,326 47,385,773 361,361,179 46,033,
314、272 Non-current assets 6,468,216 7,116,482 906,559 16,690,596 2,126,191 Total assets 320,299,447 379,094,808 48,292,332 378,051,775 48,159,463 Total liabilities 246,180,094 287,870,721 36,671,429 311,564,335 39,689,725 Total shareholders equity 74,119,353 91,224,087 11,620,903 66,487,440 8,469,738 S
315、elected Consolidated Cash Flow Data:Six months ended June 30,2022 2023 2023 HK$HK$US$Net cash(used in)provided by operating activities (43,963,908)265,840 33,866 Net cash used in investing activities (35,606)(13,165,388)(1,677,120)Net cash provided by financing activities 39,319,681 7,152,018 911,08
316、5 Effect on exchange rate change on cash,cash equivalents andrestricted cash (1,381,373)(3,772,939)(480,628)Net change in cash,cash equivalent and restricted cash (6,061,206)(9,520,469)(1,212,797)Cash,cash equivalent and restricted cash,beginning of period 40,943,665 54,080,588 6,889,246 Cash,cash e
317、quivalent and restricted cash,end of period 34,882,459 44,560,119 5,676,449 Years ended December 31,2021 2022 2022 HK$HK$US$Net cash used in operating activities (15,635,588)(31,641,988)(4,030,826)Net cash used in investing activities (201,864)(180,488)(22,992)Net cash provided by financing activiti
318、es 16,154,614 45,783,263 5,832,263 Effect on exchange rate change on cash,cash equivalents andrestricted cash 632,446 (823,864)(104,951)Net change in cash,cash equivalent and restricted cash 949,608 13,136,923 1,673,494 Cash,cash equivalent and restricted cash,beginning of year 39,994,057 40,943,665
319、 5,215,753 Cash,cash equivalent and restricted cash,end of year 40,943,665 54,080,588 6,889,247 13Table of Contents RISK FACTORS Investing in our Shares is highly speculative and involves a significant degree of risk.You should carefully consider thefollowing risks,as well as other information conta
320、ined in this prospectus,before making an investment in our company.The risksdiscussed below could materially and adversely affect our business,prospects,financial condition,results of operations,cash flows,ability to pay dividends and the trading price of our Shares.Additional risks and uncertaintie
321、s not currently known to us or that wecurrently deem to be immaterial may also materially and adversely affect our business,prospects,financial condition,results ofoperations,cash flows and ability to pay dividends,and you may lose all or part of your investment.Risks Related to Our Business and Doi
322、ng Business in Hong Kong We operate in a competitive market that could result in lower profit margins.Although we have built long lasting relationships with our key customers,we cannot guarantee that some of our competitorswould not have more financial and human resources,more competitive pricing st
323、rategies or closer relationships with manufacturersof electronic components than we have.In the event that our competitors offer less expensive alternatives,engage in aggressivepricing in order to increase their market share,or are capable of supplying products with superior performance,functions or
324、efficiency,we could lose customers to our competitors and our business,financial condition and results of operations could beadversely affected.Competition could also lead to,among other things,stricter terms in agreements with manufacturers of electroniccomponents,which may have an adverse impact o
325、n our business,financial condition and results of operations.We are subject to technological changes in the electronic components and sensors industry.The electronic components and sensors industry is characterized by rapidly changing technology,and evolving industrystandards,with frequent introduct
326、ions and enhancements of new products and services.Customers also expect fast technologyadvancement in various products such as automotive,industrial/automation,computing and communication system,homeappliances,power management,and healthcare and medical.Accordingly,our future success will depend on
327、 our ability to adapt torapidly changing technologies,adapting our services to the evolving industry standards and continually improve the know-how ofour staff in response to evolving demands of the marketplace.Failure to adapt to such changes would have a material adverse effecton our business and
328、results of operations.Our purchase orders are not recurring in nature and our future business depends on our continuing success in securingpurchase orders from existing customers and procuring purchase orders from new customers.For the six months ended June 30,2023 and 2022,approximately HK$310.7 mi
329、llion(US$39.6 million)and HK$308.1million of our revenue was generated from our existing customers,representing 99%and 98%of our total revenue,respectively.Forthe years ended December 31,2022 and 2021,approximately HK$642.4 million(US$81.8 million)and HK$640.9 million of ourrevenue was generated fro
330、m our existing customers,representing 97%and 97%of our total revenue,respectively.Our managementbelieves that competition in the electronic components industry is intense and our ability to secure purchase orders is one of thecritical factors that is important to our success.Our success requires us
331、to maintain good relationships with our existing customersand to develop new relationships with potential customers.However,there is no assurance that our customers will continue toprovide us with new business.In the event that we are unable to succeed in securing existing customers and obtaining su
332、fficientnumber of recurring and/or new purchase orders,our competitive advantage may be weakened,which may have an adverse impacton our business,financial condition and results of operations.14Table of Contents Some of the customers may cancel,change or postpone their purchase orders.We typically en
333、ter into individual purchase orders with our customers that could be altered,reduced or cancelled accordingto its terms and conditions,our customers could change their order levels or stop placing orders altogether with little or no notice tous.The loss of one or more of our customers,a substantial reduction in the size of their orders,or our failure to identify additional orreplacement customers