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1、F-1 1 chlwf1.htm As filed with the Securities and Exchange Commission on December 22,2023.UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Chun Hui Le Wan International Holding Group Ltd(Exact name of Registrant as spec
2、ified in its charter)Cayman Islands 7900 Not Applicable(State or other jurisdiction of(Primary Standard Industrial(I.R.S.Employerincorporation or organization)Classification Code Number)Identification Number)SUITE 2206,CASSIA COURT,72 MARKET STREET,CAMANA BAY,GRAND CAYMAN,CAYMAN ISLANDSTEL:+44 07761
3、684500(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Copies to:Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this Registration Statement.If any of the securities bein
4、g registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,check the following box.oIf this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check the followi
5、ng box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.oIf this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registration st
6、atement number of the earlier effective registration statement for the same offering.oIf this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registration statement number of the earlier effective registrati
7、on statement for the same offering.oIndicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company xIf an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by c
8、heck mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 7(a)(2)(B)of the Securities Act.xThe Registrant hereby amends this registration statement on such date or dates as may be
9、 necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordancewith Section 8(a)of the Securities Act,as amended,or until the registration statement shall become effe
10、ctive on such date as the Securities and Exchange Commission,acting pursuant to said Section 8(a)may determine.I The information in this preliminary prospectus is not complete and may be changed.We may not sell these securities until the registration statement filed with the Securities and Exchange
11、Commission is effective.This preliminary prospectus is not an offer to sell these securities,and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.PRELIMINARY PROSPECTUS(Subject to Completion)Dated December 21,2023.PRELIMINARY PROSPECTUSORDINA
12、RY SHARES We are offering ordinary shares.This is the initial public offering of ordinary shares of .The offering price of our ordinary shares in this offering is expected to be$4.00 per share.Prior to this offering,there has been no public market for our ordinary shares.We have applied to list our
13、ordinary shares on the Nasdaq Capital Market under the symbol“CHLW”.There is no assurance that such application will be approved,and if our application is not approved,this offering may not be completed.Investing in our ordinary shares involves a high degree of risk.Before buying any shares,you shou
14、ld carefully read the discussion of material risks of investing in our ordinary shares in“Risk Factors”.We are an“emerging growth company”as defined under the federal securities laws and,as such,will be subject to reduced public company reporting requirements.See“Prospectus SummaryImplications of Be
15、ing an Emerging Growth Company”for additional information.Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus.Any representation to the contrary is a criminal offense.W
16、e are a holding company incorporated in the Cayman Islands as a holding company.The Ordinary Shares offered in this prospectus are shares of the Cayman Islands holding company.For a description of our corporate structure,see“Corporate History and Structure.”See also“Risk Factors Risks Relating to Ou
17、r Corporate Structure.”PER SHARETOTALInitial public offering price$Underwriting discounts and commissions(1)$Proceeds,before expenses,to us$(1)Does not include accountable and non-accountable expense allowance payable to underwriters.Please see the section of this prospectus entitled“Underwriting”fo
18、r additional information regarding underwriter compensation.We expect our total cash expenses for this offering(including cash expenses payable to our underwriters for their out-of-pocket expenses)to be approximately$,exclusive of the above commissions.In addition,we will pay additional items of val
19、ue in connection with thisoffering that are viewed by the Financial Industry Regulatory Authority,or FINRA,as underwriting compensation.These payments will further reduce proceeds available to us before expenses.See“Underwriting.”Neither we nor any of the underwriters have authorized anyone to provi
20、de any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared.Neither we nor any of the underwriters take responsibilityfor,and can provide no assurance as to the reliability of,any other information that others m
21、ay give you.This prospectus is an offer to sell only the shares offered hereby,but only under circumstances and in jurisdictions where it is lawful to do so.The information contained inthis prospectus is current only as of its date,regardless of the time of delivery of this prospectus or of any sale
22、 of our common stock.For investors outside the United States:Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required,other than in the United States.Person
23、soutside the United States who come into possession of this prospectus must inform themselves about,and observe any restrictions relating to,the offering of the shares of our common stock and the distribution of this prospectus outside the United States.Neither the Securities and Exchange Commission
24、 nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.II TABLE OF CONTENTS PageABOUT THIS PROSPECTUSIVINTERNATIONAL FINANCIAL
25、 REPORTING STANDARDSVMARKET AND INDUSTRY DATAVTRADEMARKSVSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSVIPROSPECTUS SUMMARY1THE OFFERING18RISK FACTORS19INDUSTRY AND MARKET DATA37USE OF PROCEEDS38DIVIDEND POLICY39CAPITALIZATION40DILUTION41CORPORATE HISTORY AND STRUCTURE42MANAGEMENTS DISCUSSION AND
26、 ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS43BUSINESS50MANAGEMENT71PRINCIPAL SHAREHOLDERS74DESCRIPTION OF SHARE CAPITAL75SHARES ELIGIBLE FOR FUTURE SALE82TAXATION84UNDERWRITING86WHERE YOU CAN FIND ADDITIONAL INFORMATION88SIGNATURES89 III Table of Contents About This Prospectus This pr
27、ospectus is part of a registration statement on Form F-1 that we filed with the Securities and Exchange Commission(the“SEC”).As permitted by the rules and regulations of the SEC,the registration statement filed by us includes additional information not contained in thisprospectus.You may read the re
28、gistration statement and the other reports we file with the SEC at the SECs website described below under the heading“Where You Can Find More Information”.The information contained in this prospectus is accurate as of the date on the front of this prospectus only,regardless of the time of delivery o
29、f this prospectus or of any sale of our Common Shares.Our business,financial condition,results of operations and prospects may havechanged since that date.This prospectus contains summaries of certain provisions contained in some of the documents described herein,but reference is made to the actual
30、documents for complete information.In this prospectus,unless the context otherwise requires:references to“Common Shares”or“our shares”refer to common shares of Chun Hui Le Wan International Holding Group Ltd;references to the“Company,”“we,”“us,”“our”and“CHLW”refer to Chun Hui Le Wan International Ho
31、lding Group Ltd;references to“dollars,”“U.S.dollars,”“USD,”“$,”and“US$”are to United States Dollars;“U.S.GAAP”refers to generally accepted accounting principles in the United States;references to the“SEC”are to the United States Securities and Exchange Commission.Market data and certain industry dat
32、a and forecasts used in,or incorporated by reference in,this prospectus were obtained from sources we believe to be reliable,including market research databases,publicly available information,reports of governmental agencies and industrypublications and surveys.We have relied on certain data from th
33、ird-party sources,including internal surveys,industry forecasts and market research,which we believe to be reliable based on our managements knowledge of the industry.Forecasts are particularly likely to beinaccurate,especially over long periods of time.In addition,we do not necessarily know what as
34、sumptions regarding general economic growth were used in preparing the third-party forecasts we cite.Statements as to our market position are based on the most currently availabledata.While we are not aware of any misstatements regarding the industry data presented in this prospectus,our estimates i
35、nvolve risks and uncertainties and are subject to change based on various factors,including those discussed under the heading“Risk Factors”in thisprospectus.Our historical results do not necessarily indicate our expected results for any future periods.Certain figures included in this prospectus have
36、 been subject to rounding adjustments.Accordingly,figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.We have obtained the statistical data,market data and other industry data and forecasts used in this prospectus and in our SEC filings inc
37、orporated herein by reference from publicly available information.We have not sought the consent of the sources to refer to the publiclyavailable reports in this prospectus.IV Table of Contents INTERNATIONAL FINANCIAL REPORTING STANDARDS Our financial statements are prepared in accordance with the I
38、nternational Financial Reporting Standards as issued by the International Accounting Standards Board.Our fiscal year ends on December 31 of each year as does our reporting year.We have made rounding adjustments to some of the figures included in this prospectus.Accordingly,numerical figures shown as
39、 totals in some tables may not be an arithmetic aggregation of the figures that precede them.MARKET AND INDUSTRY DATA This prospectus contains references to industry market data and certain industry forecasts.Industry market data and industry forecasts are obtained from publicly available informatio
40、n and industry publications.Industry publications generally state that the information containedtherein has been obtained from sources believed to be reliable,but that the accuracy and completeness of that information is not guaranteed.Although we believe industry information to be accurate,it is no
41、t independently verified by us.Some data is also based on our good faithestimates,which are derived from our review of internal surveys or data,as well as the independent sources referenced above.Assumptions and estimates of our and our industrys future performance are necessarily subject to a high
42、degree of uncertainty and risk due to a varietyof factors,including those described in“Risk Factors.”These and other factors could cause future performance to differ materially from our assumptions and estimates.See“Cautionary Note Regarding Forward-Looking Statements.”TRADEMARKS We own or have righ
43、ts to various trademarks,service marks and trade names that we use in connection with the operation of our business.This prospectus also contains additional trademarks,trade names and service marks belonging to other companies.Solely for convenience,trademarks,trade names and service marks referred
44、to in this prospectus may appear without the,or SM symbols,but such references are not intended to indicate,in any way,that we will not assert,to the fullest extent under applicable law,our rights or the right of theapplicable licensor to these trademarks,trade names and service marks.We do not inte
45、nd our use or display of other parties trademarks,trade names or service marks to imply,and such use or display should not be construed to imply,a relationship with,or endorsement orsponsorship of us by,these other parties.V Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Various
46、 statements contained in this prospectus,including those that express a belief,expectation or intention,as well as those that are not statements of historical fact,are forward-looking statements.These forward-looking statements may include projections and estimatesconcerning our possible or assumed
47、future results of operations,financial condition,business strategies and plans,market opportunity,competitive position,industry environment,and potential growth opportunities.In some cases,you can identify forward-looking statements byterms such as“may”,“might”,“will”,“should”,“believe”,“expect”,“co
48、uld”,“would”,“intend”,“plan”,“anticipate”,“estimate”,“continue”,“predict”,“project”,“potential”,“target,”“goal”or other words that convey the uncertainty of future events or outcomes.You can alsoidentify forward-looking statements by discussions of strategy,plans or intentions.We have based these fo
49、rward-looking statements on our current expectations and assumptions about future events.While our management considers these expectations and assumptions to bereasonable,because forward-looking statements relate to matters that have not yet occurred,they are inherently subject to significant busine
50、ss,competitive,economic,regulatory and other risks,contingencies and uncertainties,most of which are difficult to predict and many ofwhich are beyond our control.These and other important factors,including,among others,those discussed in this prospectus under the headings“Risk Factors”,“Managements
51、Discussion and Analysis of Financial Condition and Results of Operations”and“Business”,may causeour actual results,performance or achievements to differ materially from any future results,performance or achievements expressed or implied by the forward-looking statements in this prospectus,including
52、among other things:our future financial performance,including our expectations regarding our revenue,cost of revenue,operating expenses,including capital expenditures related to asset-intensive offerings,our ability to determine reserves and our ability to achieve and maintain futureprofitability;ou
53、r ability to develop and market new products;the continued market acceptance of our products;exposure to product liability claims and actions;risks associated with product recalls;the sufficiency of our cash,cash equivalents and investments to meet our liquidity needs;our ability to manage operation
54、s-related risk;our expectations and management of future growth;our expectations concerning relationships with third parties;the impact of COVID-19 on the Company;our ability to maintain,protect and enhance our intellectual property;our ability to successfully acquire and integrate companies and ass
55、ets;the increased expenses associated with being a public company;exposure to product liability and defect claims;protection of our intellectual property rights;damage to our reputation due to negative publicity;changes in the laws that affect our operations;inflation and fluctuations in foreign cur
56、rency exchange rates;our ability to obtain all necessary government support;certifications,approvals,and/or licenses to conduct our business;continued development of a public trading market for our securities;the cost of complying with current and future governmental regulations and the impact of an
57、y changes in the regulations on our operations;risks associated with expansion into new jurisdictions;managing our growth effectively;fluctuations in operating results;VI Table of Contents emerging market risks;global economy risks;our ability to maintain and enhance our market position;our ability
58、to obtain and maintain adequate insurance coverage;our ability to identify and integrate strategic acquisitions,investments and partnerships and to manage our growth;dependence on our senior management and key employees;our ability to maintain the listing of our securities on Nasdaq;our ability to c
59、ontinue to develop new technologies and/or upgrade our existing technologies;andother factors set forth under“Risk Factors.”We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus.You should not rely upon forward-looking statements as pred
60、ictions of future events.We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect ourbusiness,financial condition,results of operations and prospects.The outcome of the ev
61、ents described in these forward-looking statements is subject to risks,uncertainties and other factors,including those described in the section titled“Risk Factors”and elsewhere in thisprospectus.Moreover,we operate in a very competitive and rapidly changing environment.New risks and uncertainties e
62、merge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statementscontained in this prospectus.We cannot assure you that the results,events and circumstances reflected in the forward-looking statements will be achi
63、eved or occur,and actual results,events or circumstances could differ materially from those described in the forward-lookingstatements.These and other factors are more fully discussed in the“Risk Factors”,“Managements Discussion and Analysis of Financial Condition and Results of Operations”and“Busin
64、ess”sections and elsewhere in this prospectus.These risks could cause actual results to differ materiallyfrom those implied by the forward-looking statements contained in this prospectus.All forward-looking statements included herein attributable to us or any person acting on our behalf are expressl
65、y qualified in their entirety by the cautionary statements contained or referred to in this section.Any forward-looking statement that we make in this prospectus speaksonly as of the date of this prospectus.Except as required by applicable law,we do not undertake any obligation to update or revise,o
66、r to publicly announce any update or revision to,any of the forward-looking statements in this prospectus,whether as a result of new information,future events or otherwise,after the date of this prospectus.VII Table of Contents As filed with the Securities and Exchange Commission on December 22,2023
67、.PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus that we consider important.This summary does not contain all of the information you should consider before investing in our Common Shares.You should read this summary together with theentire prosp
68、ectus,including the risks related to our business,our industry,investing in our Common Shares and our location in British that we describe under“Risk Factors”and our consolidated financial statements and the related notes before making an investment in oursecurities.Our Mission Chun Hui Le Wan Inter
69、national Holding Group Ltd is a tourism service company with tourism ecology as the core development goal,which meets the needs of tourism lovers in the new era,and provides high-quality and personalized solutions according to the needs ofcustomers.Chun Hui Le Wan International Holding Group Ltd has
70、 always upheld the concept of green tourism and healthy development,pay attention to the protection of local culture and environmental protection contribution.The company solves the problem of youthentrepreneurship and rural youth reemployment through tourism.The company insists on bringing agricult
71、ural products out of the countryside,bringing the new ideas of the outside world into the countryside.The company promotes green travel mode,reduces carbon emission,and practices the concept of green development by example.Chun Hui Le Wan International Holding Group Ltd respect local customs and pro
72、tect local cultural heritage.At the same time,the company also supports public welfare undertakings and supports local education andpoverty alleviation through various activities.The brand business thinking of Chun Hui Le Wan International Holding Group Ltd not only thinks about product innovation a
73、nd upgrading,but also strategically puts forward the development orientation of solutions for the tourism industry.The company takes the internationaloutbound and cruise business as the brand development entrance,and cooperates with the national development policy to focus on the layout of rural cul
74、tural tourism while doing a good job of conventional tourism services,which can construction and development of beautifulvillages be the key sector of industrial landing and economic development.However,in the vast rural space,there are complex and changeable development problems.Therefore,we need a
75、 broad vision and long-term planning,as well as a systematic landing plan to match thecurrent situation of the countryside,in order to fundamentally mobilize the enthusiasm of farmers to participate in rural construction.Chun Hui Le Wan International Holding Group Ltd innovatively puts forward the c
76、oncept of countryside beauty,homesickness,countryside taste.The countryside food and countryside lodging are the entry points to systematically solve the problem of systematic implementationof rural cultural tourism.It also focuses on promoting rural economic development,protecting rural ecology and
77、 soil erosion,better solving the problem of rural youth returning home to start businesses,and paying attention to the problems of rural empty nesters and left-behindchildren.Overview of Our Company Chun Hui Le Wan International Holding Group Ltd is a tourism service company with tourism ecology as
78、the core development goal,meets the needs of tourism lovers in the new era,and providing high quality and personalized solutions according to customer needs.Chun Hui Le Wan International Holding Group Ltds business scope is very broad,covering a variety of travel routes and travel types.Chun Hui Le
79、Wan International Holding Group Ltd mainly serves customers in demand for high-quality tourism services,including individualcustomers,corporate customers and institutional customers.Chun Hui Le Wan International Holding Group Ltd,the designed tourist routes include domestic long line,short line and
80、international long line,short line,etc.,but also involve new cruise tourism and rural culturaltourism,tourism peripheral products recommendation,transportation and hotel village accommodation and other tourism travel necessary project arrangements,can meet the personalized needs of different custome
81、rs.In addition,we also provide customized tourism services,according to the customer needs and preferences,tailored for the customer exclusive personal tourism programs.1 Table of Contents Chun Hui Le Wan International Holding Group Ltd,by creating a new tourism brand with tourism ecology as the cor
82、e development goal,it can meet the needs of tourism lovers in the new era,meet the special fashion and cool tourism style and tourism mode of the younggeneration,and at the same time achieve the requirements of social and sharing life conditions,and create new tourism hot spots.Chun Hui Le Wan Inter
83、national Holding Group Ltd form a new trend of cruise tourism,vacation camping,experience folk customs and rural tourism,create a warm tourism brand for the majority of tourism enthusiasts,and realize the beautiful vision of new tourism is no longer a tourism,a new world outlook,a way of life,and im
84、prove the satisfaction and happiness of life.History and Development Chun Hui Le Wan International Holding Group Ltd is incorporated in the Cayman Islands on December 19,2023.Since its establishment,the company has been committed to creating a warm tourism brand for the majority of tourism lovers.Ad
85、hering to the concept of greentourism and healthy development,it pays attention to the protection of local culture and its contribution to environmental protection,and solves the problems of youth entrepreneurship and reemployment of rural youth through tourism.By building a new tourism brand withto
86、urism ecology as the core development goal,it will meet the needs of tourism lovers in the new era and create new tourism hot spots.Covering a variety of tourist routes and tourism types,forming a new trend of cruise tourism,vacation camping,folk customs,rural tourism,tocreate a warm tourism brand f
87、or the majority of tourism enthusiasts.At the same time,Chun Hui Le Wan International Holding Group Ltd mainly serves the customers who have a demand for high-quality tourism services.In addition to providing regular tourism route design,italso involves new cruise tourism and rural cultural tourism,
88、tourism peripheral products recommendation,transportation and hotel village accommodation and other necessary project arrangements,providing customized tourism services,according to the needs and preferences ofcustomers,tailored for customers personal tourism plan.In a word,since its establishment,o
89、ur company has been committed to creating a warm tourism brand for the majority of tourism enthusiasts,to achieve new tourism is no longer tourism,is a new world view,is a way of life,improve the satisfaction and happiness of life.The Industry(1)Industry analysis Tourism,internationally known as the
90、 tourism industry,is a comprehensive industry specialized or mainly engaged in attracting,receiving tourists,providing transportation,sightseeing,accommodation,catering,shopping,entertainment and other six links.Tourism industryincludes travel agencies,tour guides,tourist attractions,tourist hotels,
91、tourism products and other aspects.Among them,the travel agency is the core of the tourism industry,it is responsible for the organization and arrangement of tourist routes,to provide tourism services fortourists.The tour guide is the soul of the tour group,and they are responsible for explaining th
92、e knowledge of the scenic spots and guiding the tourists to visit.Tourist attractions are the main places of tourism activities,including natural landscape and cultural landscape.Touristhotels are an important facility to provide accommodation and catering services for tourists.With the development
93、of the society and the improvement of peoples living standards,healthy life,happy life,enjoy the concept of life and way of life is gradually by the attention and welcome,when peoples living standards to a certain extent,they will put their income to meetthe demand of higher level,as meet the needs
94、of people at present tourism,no doubt has a broad space for development.2 Table of Contents Tourism is an important part of peoples living standards.It is the spiritual need of human beings,and it is an experience product that is not easy to saturation.It involves tourism activities,tourist attracti
95、ons,tourist hotels,travel agencies,tourism products and other aspects of thecomprehensive industry.It involves peoples needs for leisure,entertainment,culture,nature and other aspects,as well as the exploration and experience of different regions and different cultures.Under the background of Intern
96、et development,scientific and technological progress,and favorable policies,the tourism industry has been developing continuously,especially since the outbreak of COVID-19 pandemic,health management and free travel after the lifting of thecontrol have been increasingly valued.The tourism industry ha
97、s accelerated its online penetration,and the tourism industry has developed rapidly.It can be seen that the tourism industry has broad prospects.(2)Industry data I.Market size of the tourism industry COVID-19 has affected the global tourism industry to some extent,and the long-term COVID-19 is both
98、a challenge and an opportunity.After the long-term oppressive life is the explosive demand for going out,the tourism industry can take the opportunity to carry out thoroughreform,make full use of the new trend that appeared before the epidemic,and continue to explore a new mode of comprehensive tour
99、ism service.Although global economic growth is expected to slow down in 2022,with the general increase in vaccination rates,countries have gradually liberalized epidemic control measures and introduced strategies to promote tourism recovery,and the growth rate of tourism economycontinues to increase
100、.The growth rate of total global tourism revenue reached 21.1%in 2022,up 2 percentage points from 19.1%in 2021,while the global economic growth rate was 3.2%in 2022,down 2.8 percentage points from 6.0%in 2021.According to the World Tourism Economy Trends Report(2023)previously released by the World
101、Federation of Tourism Cities,the total number of global tourists reached 9.57 billion in 2022,and the total global tourism revenue reached$4.6 trillion,recovering to 66.1%and79.6%in 2019,respectively.Tourism growth in 2023 is even more encouraging.The report predicts that the total number of global
102、tourism trips will reach 10.78 billion in 2023,and the total global tourism revenue will reach us$5 trillion,recovering to 74.4 percent and 86.2percent in 2019,respectively.Industry market structure of the tourism industry In 2022,the total tourism revenue of the five regions is equivalent to GDP co
103、mpared with the corresponding ratio in 2019 before the epidemic,with about 90%in the Middle East,82.7%in the Americas,82.2%in Europe,75%in Africa and 50%in the Asia-Pacific.It is expectedthat in 2023,Asia Pacific tourism will see a small growth boom,with total travel visits and revenue growth both e
104、xceeding 25%,Africa exceeding 10%,and Europe,America and the Middle East all falling to less than 10%.Market size of comprehensive tourism services In recent years,due to the rapid development of the Internet and the economy,the scale of the comprehensive tourism service market has been growing cont
105、inuously.Especially since COVID-19 pandemic in 2020,home isolation and control has become the normal state ofpeoples life.After the removal of control,free travel and physical health have been paid attention.The tourism industry has accelerated online penetration,and the scale of comprehensive touri
106、sm service market has grown rapidly.3 Table of Contents.Industrial structure of the tourism comprehensive service market From the perspective of market structure,the products and services provided by the comprehensive tourism service market can be roughly divided into travel plan management services
107、,food recommendation,shopping recommendation,home stay hotel,travel mode,and manyother production and service fields closely related to travel.The tourism industry is developing in a direction of diversification.In addition to the traditional sightseeing tourism,there are also many new forms of tour
108、ism,such as self-driving travel,in-depth tour,cultural tourismand so on.These new forms of tourism pay more attention to individualization,freedom and deep experience.(3)Industry pain points I.Since entering the new century,the sustainable development of productivity,living standards gradually impro
109、ve effectively promote the popularization of tourism activities,frequent international economic,cultural exchanges and the evolution of the way of life also furtherpromote the business tourism,knowledge tourism,adventure tourism,vacation,tourism,shopping,reward tourism demand in the form of diversif
110、ication and refinement.The world tourism is the overall rising trend will not change,but the tourism is sensitive to the externalenvironment change,it will be affected by a variety of factors,and make its growth presents volatility,and because of the tourism resources,strong regional tourism resourc
111、es endowment,plus national tourism development strategy and tourism development ability,nationaltourism development level is uneven.Global tourism industry in the uncertain environment recovery will face the characteristics of five aspects:one is the global economy in a series of development dilemma
112、,the world tourism recovery more difficult than economic stability,different countries and regions,willface different degrees,different types of environmental complexity,show different coping ability,the resulting different tourism development pattern.Second,the focus of post-epidemic tourism repair
113、 has gradually shifted from quantity to quality,which depends on globalindustrial cooperation,and also depends on the further improvement of the tourism governance capacity of various countries.Third,the recovery level of tourism,the inflation level and the degree of labor shortage are the three key
114、 variables affecting the recovery quality of worldtourism in the short term.Fourth,in the medium and long term,the further development of the world economy and tourism will depend more on the improvement of total factor productivity;improving the industry penetration of science and technology,improv
115、ing the attraction ofthe industry to intellectual talents,and the formation of a more intelligent policy and ingenious tourism industry and governance system are the key ways to reshape the growth model of tourism and promote the increase of total factor productivity of tourism.Fifth,the worldtouris
116、m pattern will be reshaped through innovation.Innovation will be the core driving force for the further development of the world tourism industry and the main force for reshaping the new pattern of the world tourism.The world tourism industry is entering the century ofinnovation.Low customer trust,f
117、ierce market competition,and single and inefficient promotion channels.Currently the most common way is in the enterprise surrounding dispatch staff to send leaflets or through customer word of mouth,and considering the people with travel demandmostly take road or to large well-known travel agency r
118、egistration tour group,so in the whole travel service industry unknown small travel agency or related tourism service enterprise customer coverage is narrow,whether with well-known,large travel agencies or equalpositioning enterprise,in the market competition is fierce.The use of Internet traffic di
119、vidend is still lacking,and online tourism is increasingly emerging.At present,the traditional offline tourism industry will be eliminated in the face of the Internet wave,and it is more beneficial to explore a healthier and more sustainable businessmodel through the Internet.V.Lack of data analysis
120、 results in weak personalized service,vague and inaccurate specific demand data of members,uneven service level,and differentiated levels of tourism services in various countries.The problems of uneven service personnel level,uneven service qualityand inability to supervise are all urgent problems t
121、o be solved by many comprehensive tourism service enterprises.4 Table of Contents.It is difficult to reach the pain points and needs of users,and there is a lack of customized travel service plans for users of different ages and different needs.In traditional tourism,travel agencies rarely provide s
122、pecial travel plans or have high service fees,and lackpersonalized customized travel plans for users of different ages and needs.(4)Industry forecast I.Policies to promote the development of the tourism industry In recent years,many places have introduced a number of policies to boost the developmen
123、t of the tourism industry,and at the same time,a number of tourism plans have been released to encourage the innovative development of the tourism industry.In 2020,COVID-19 willsweep the world,bringing unprecedented impact to the tourism industry.Many local governments encourage residents to stay at
124、 home,and boost the development of online travel,Internet technology and other industries.It is expected that with the boost of government policies,the development of the tourism industry will develop rapidly and promote the market expansion of the tourism industry.The development prospect of the to
125、urism industry is very broad.The laws,regulations and policies on the tourism industry issued by the government provide a strong policy and regulation basis for the development of the industry,and better promote the benign development of thetourism industry.The increased demand for travel has helped
126、 the tourism industry develop From 2020 to 2025,due to the continuous improvement of residents income level and quality of life and the lifting of the COVID-19 epidemic,the global economy began to recover.With the improvement of peoples living standards,tourism consumption has gradually becomean imp
127、ortant part of Peoples Daily life.Peoples demand for tourism is no longer only satisfied with simple sightseeing and sightseeing,but also pay more attention to the quality and experience of tourism.The intelligent tourism industry drives the development of the tourism industry As the Internet popula
128、rization and technology level,tourism intelligence degree,make people never leave home can swim scenic spots,or for travel needs to provide personalized services and customized travel management scheme,both live fan aspects,brought greatconvenience for people,increase the demand of people travel,tou
129、rism to boost the development of other economy.World Tourism Cities Development Report(2022)shows that the development level of urban tourism information service and digital tourism development levelindex is very high,with an average of 91,much higher than 73 in 2021.This shows that with the develop
130、ment of Internet technology,online tourism has gradually become the mainstream.People can book air tickets,hotels,scenic spots tickets through the Internet platform,and atthe same time can obtain more tourism information and strategies on the platform.Tourism industry is a comprehensive industry inv
131、olving tourism activities,tourist attractions,tourist hotels,travel agencies,tourism products and other aspects.It involves peoples needs for leisure,entertainment,culture,nature and other aspects,as well as the exploration and experience of different regions and different cultures.The restructuring
132、 of the comprehensive tourism service market and the scale of the comprehensive tourism service market have expanded rapidly Due to the impact of the epidemic,the long-term home containment has led to peoples gradual attention to health management and travel,and the traditional tourism management ha
133、s been affected,and the trend of online tourism has begun to increase.In recent years,due to therapid development of the Internet,people obtain the information of the tourist destinations through the Internet,and use the information obtained from the Internet to plan the tourist routes.The scale of
134、the tourism market is growing,especially since the closure of COVID-19pandemic,free travel has become one of the rigid needs of people.The tourism industry has been paid attention to by people and accelerated online penetration,and the scale of the comprehensive tourism service market is growing rap
135、idly.5 Table of Contents V.The market structure of comprehensive tourism services is enriched and optimized,and the market penetration rate is gradually increased From the perspective of market structure,the products and services provided by the comprehensive tourism comprehensive service market can
136、 be roughly divided into travel plan management service,food recommendation,shopping recommendation,homestay hotel,travel modeticket agent and other production and service fields closely related to travel.In recent years,with peoples demand for free to go out and the development of science and techn
137、ology,more and more people are more willing to plan travel routes through professionals,and thepenetration rate of tourism service market is constantly increasing.Our Solution(1)Main consumer groups of products or services With the continuous development of the economic level,all classes are much ri
138、cher than the past.People no longer only focus on the immediate food and clothing,and their spiritual needs to enjoy a high quality of life are also constantly improving.In the past,peoples demandfor life were mainly limited to basic survival and food and clothing.However,with the progress of societ
139、y and the improvement of living conditions,people began to pay more attention to meeting higher needs for enjoying life,such as traveling and buying non-daily necessities.Compared with other ways such as buying health care products,travel is more popular,with fewer fake and shoddy products,and a low
140、 cost and obvious return effect.Tourism groups are gradually showing a full age,tourism travel is not only limited to the young and middle-aged,children and the elderly also have a variety of choices.The young generation with strong consumption power and higher requirements for tourism quality are m
141、orepersonalized and trendy in travel choice,and have higher expectations and requirements in terms of destination selection,tourism depth,gameplay and routes.After the epidemic,the younger generation has gradually become the main force of tourism consumption.On the onehand,it will stimulate the grow
142、ing demand for tourism,and on the other hand,it will also promote the development of the tourism industry to be personalized and high-quality.(2)The main reason for the products or services that consumers buy I.Under the background of continuously rising tourism willingness,younger tourism consumers
143、 and the growing proportion of consumers in high-potential cities,the trend of tourism consumption upgrading is still obvious,and quality tourism has become a common choice ofconsumers.With the development of economy,peoples gradually rich,the attention to higher spiritual needs will continue to inc
144、rease.Chun Hui Le Wan International Holding Group Ltd in view of peoples needs to enjoy a high-quality life and broaden their horizons and increasetheir knowledge,to provide consumers with personalized and high-quality tourism service programs.With the lifting of COVID-19,people have developed a new
145、 definition of life and changed their lifestyle and attitude towards life.They pay more attention to the adjustment of self-state and enjoy a quality and healthy life.Due to the limitation of the epidemic,consumersdemand for tourism needs to be released urgently,and consumers are full of yearning an
146、d expectation for tourism.The user stickiness of online tourism App also shows a good recovery trend.At the same time,a variety of tourist destinations and tourism service schemes make itdifficult for customers to choose.At this time,a professional consultant is needed to guide them to choose the mo
147、st suitable for the needs of customers.6 Table of Contents.Tourism has become peoples rigid demand for consumption,and consumers consumption budget in tourism has been increasing year by year.On the one hand,in the process of travel,users pursue more cost performance,on the other hand,they have high
148、er requirements forpersonalized tourism service products,and the trend of quality is obvious.Tourism will usher in a new normal.While pursuing low prices,tourists have new requirements for personalization,quality and safety,and pursue the ratio of quality,performance to price.Chun Hui LeWan Internat
149、ional Holding Group Ltd,as a travel service company,to provide consumers with more cost-effective quality services.(3)The companys current position in the industry and its target position Chun Hui Le Wan International Holding Group Ltd is a tourism service company with tourism ecology as the core de
150、velopment goal,meeting the needs of tourism lovers in the new era,and providing high-quality and personalized solutions according to customer needs.Atpresent,since its establishment,the company has been committed to creating a warm tourism brand for the majority of travel lovers.(4)channel of distri
151、bution I.Promotion of new media network platform:establish their own brand on Twitter,Instagram,Tiktok and other social media platforms,promote their own services and products,establish contact with potential customers,and increase exposure and popularity.Franchise chain regional agent:by winning th
152、e agency right of the city,district and county regions,open many branches in the region according to the specific market conditions,forming a Chun Hui Le Wan International Holding Group Ltd franchise chain platform,andexpand the coverage of the companys business circle.Big data promotion platform:Th
153、rough the analysis of big data,advertising to potential customers at the appropriate time and scenarios,such as providing solution management services and product recommendations for people who have travel solutions and service needs.Offline interactive promotion:Through the offline interactive mode
154、,customers can intuitively and detailed understand the companys brand and services provided,so that they can promote products and services in line with customer needs,and improve customers desire tobuy.V.Partner marketing:Cooperate with related enterprise franchisees,such as hotels,travel clubs,etc.
155、,to let them recommend their own services and products to customers to improve their visibility and exposure rate.Recommendation and word-of-mouth marketing:By providing quality services and products,the customers who buy the services and products will be satisfied and leave good praise,so that more
156、 potential customers in the wait-and-see stage can understand and serve,andimprove their visibility and exposure.Our Products And Services(1)Personalized tourism App:Chun Hui Le Wan International Holding Group Ltd driven by the overall environment,With tourism ecology as the core development goal,Ca
157、tering to the needs of new-age travel enthusiasts,Using a number of advanced technologies and patents,Production of a tourism App belonging to the Chun Hui Le Wan International Holding Group Ltd,and according to the customer needs,Provide high-quality,personalized solutions,Let the new era of touris
158、m lovers feel the convenience of tourism services brought by the network.(2)Tourism service program management:Chun Hui Le Wan International Holding Group Ltds business scope covers a variety of travel routes and travel types,including the following:I.Regular domestic and foreign short,long and shor
159、t travel plans.Chun Hui Le Wan International Holding Group Ltd provide domestic long,short and international long,short and other conventional travel routes planning to meet the general needs of customers.Special tourism service plan.Chun Hui Le Wan International Holding Group Ltd provide cruise tou
160、rism,rural cultural tourism,tourism peripheral products,transportation,hotels and other characteristics of the tourism service scheme design and tourism related to clothing,food,clothing,housing and transportation arrangement planning.Personal customized tourism service plan.Chun Hui Le Wan Internat
161、ional Holding Group Ltd,at the same time,it also provides customized tourism services,according to customers needs and preferences,customized personalized,high-quality tourism solutions forcustomers.7 Table of Contents(3)Cultural publicity platform:Chun Hui Le Wan International Holding Group Ltd wil
162、l launch its own cultural publicity platform to release high-quality content to attract customers,such as local history,culture,scenery,food and other topics of articles,pictures,videos,audio andother forms of content.At the same time,local celebrities and cultural celebrities can be invited to serv
163、e as staff writers to increase the authority and attraction of the content.Use social media to promote and attract more users to follow and access to the platform.Enhancing theinteractive experience can increase user engagement and engagement,allowing users to better understand the local culture.Coo
164、perate with local governments and enterprises to jointly promote local culture and tourism resources.(4)Other service types:the company can provide transportation rental services for customers,including car rental,bike rental,yacht rental,etc.It can also provide customers with travel insurance servi
165、ces,including insurance consultation,insurance purchase,insurance claimssettlement,etc.There are even other value-added services,providing customers with other value-added services,including itinerary planning,gift giving,translation services,etc.In the future,Chun Hui Le Wan International Holding G
166、roup Ltd will continue to develop and improve products and system platforms based on the different needs of consumer groups,take tourism ecology as the core development goal,meet the needs of tourism enthusiasts in thenew era,provide high-quality and personalized solutions,and build a warm tourism b
167、rand.Our business model Chun Hui Le Wan International Holding Group Ltd make full use of the combination of innovation and integration,new mode and conventional marketing means,use core products to create popular products to break through customer psychology,market breakthrough,iscommitted to doing
168、a warm tourism brand,do the output of emotion,value,social and community culture,and establish an intense cultural tourism brand.It is mainly promoted through the following modes:(1)Agency distribution and store franchise mode:Chun Hui Le Wan International Holding Group Ltd relying on 100000 agents
169、build sales terminal,assist agent to realize their own resources,build belongs to the stability of Chun Hui Le Wan International Holding Group Ltdprivate domain flow pool,product penetration,become a can form a national one promote its own flow pool,for the stable and sustainable development of the
170、brand to lay a solid foundation.10,000 stores realize store customer collection and agent customer collection service,and336 branches(branches)connect with enterprise resources and channel customers.(2)New media drainage mode:Chun Hui Le Wan International Holding Group Ltd relying on the sales syste
171、m of agent distribution,making use of the emerging new media short video trend,the companys products and services for public domain drainage,private domainconversion product penetration.At the same time,leading the opportunity,through Chinas new tourism shopping mall 1 million people with goods for
172、comprehensive consumer terminal coverage,using the celebrity effect for brand publicity and product and service promotion.(3)Sales strategy combining flow thinking and fan economy:in marketing,eliminate the use of conventional product thinking operation,use new platform thinking and flow thinking,an
173、d combine the emerging fan economy to build the brand and marketing strategy of tourismecology,so as to make tourism brands more suitable for the current young generation.Put forward a new solution for the tourism industry,through the core marketing thinking of differentiated development,to make the
174、 company brand stand out among many well-known oldcompanies in the tourism industry.8 Table of Contents Our Competitive Strengths Chun Hui Le Wan International Holding Group Ltd through its unique and powerful online and offline linkage capability,by building an industrial network focusing on the to
175、urism service industry,Industrial development of the nuclear and industrial chain,The tourism plan,customized tourism business,air tickets,hotels,life payment and other channels of comprehensive tourism service business closely linked together,To build a brand-new tourism service company with the to
176、urism ecology as the core development goal,Catering to the needs ofnew-age travel enthusiasts,Create new tourism hot spots,Forming cruise tourism,Holiday,folk customs,rural tourism and other new trends.Under the trend of economic globalization,the demand for the tourism industry is constantly increa
177、sing.Combined with the development plan of Chun Hui Le Wan International Holding Group Ltd,its competitive advantages can be simply summarized as follows:(1)User data.Chun Hui Le Wan International Holding Group Ltd through its unique and powerful online and offline linkage capabilities,accurately ma
178、tch individual needs with a powerful digital system.The combination of online and offline methods can attract more usertraffic and help Chun Hui Le Wan International Holding Group Ltd effectively expand its market share.(2)Professional services.Chun Hui Le Wan International Holding Group Ltd accordi
179、ng to the proprietary technology path,the traditional tourism service management and the products and services of the surrounding businesses,for a comprehensive digital construction andtransformation.Using big data to analyze the object demand data,and according to the data provided by the intellige
180、nt system,to provide them with more suitable for personal personalized services and products,which can meet the needs of different groups of people.(3)Brand awareness.Chun Hui Le Wan International Holding Group Ltd through the investment and distribution of various advertising,as well as the company
181、s own quality service level,diversified service content,innovative business scope,to create and form high-profilebrand benefits,to help the company stand out in the fierce market competition.(4)Diversified service content.Chun Hui Le Wan International Holding Group Ltd according to the different nee
182、ds of social groups,we will provide diversified service content,including online services and offline services,to help users to better meet their needs,improve usersatisfaction and loyalty,so as to lock user traffic.(5)Social media channels.Chun Hui Le Wan International Holding Group Ltd will be pub
183、licized through various social media channels.In this way,enterprises can help promote their services and attract more users.At the same time,through online social platforms,it can helpChun Hui Le Wan International Holding Group Ltd to better promote the communication and interaction between enterpr
184、ises and users,and have a deeper understanding of users demand for travel and travel under the economic conditions and cultural background of contemporarysociety.Our Challenges(1)The market is highly competitive.When it comes to tourism service enterprises,we have to mention American Express.America
185、n Express Is the worlds largest tourism services and comprehensive financial,financial investment and information processing global company.American Express Was founded in 1850,and is headquartered in New York City.American Express It is the largest global company in tourism services and comprehensi
186、ve finance,financial investment and information processing.It is the leading company in credit cards,travelerschecks,tourism,financial planning and international banking.It is the only service company among the Dow Jones Industrial Index reflecting the US economy.9 Table of Contents American Express
187、 Headquartered in New York City,it operates through its three branches:American Express Travel Related Services,American Express Financial Advisors and American Express Bank.American Express Travel Related Services(American Express TravelRelated Services),one of the worlds largest travel agencies,wi
188、th more than 1,700 travel offices around the world.American Express Travel Related Services Provide credit cards,credit cards and travelers checks to individual customers,as well as corporate cards and overheadmanagement tools to help companies manage corporate travel,exchange toasts and procurement
189、 expenses,and provide travel and related consulting services to individuals and companies around the world.There is fierce competition in the travel market,and major companies are getting involved in this field to offer innovative solutions.For a fledgling travel service company,it is difficult to s
190、tand out in the market compared to competitors that have established brands and customerbase.(2)technological problem.Travel service companies need to have advanced technical capabilities to meet users needs for real-time data,virtual reality and augmented reality.But the development and application
191、 of these technologies require a lot of capital and human resources,especially for startups,and it is often difficult to bear these risks and costs.(3)Lack of a stable profit model.In the field of tourism service management and operation,the profit model is not clear,and companies often rely on hote
192、ls,play projects or cooperation with tourist attractions to obtain revenue.However,due to fierce competition,advertisers arewilling to spend money,and working with brands also needs to build a reliable user base and brand image,which is a challenge for startups.(4)User cultivation and retention are
193、difficult.Travel service companies need to attract users,cultivate user engagement and keep users active.However,this requires continuously providing valuable content and experiences,as well as interaction and engagement with users.Forstart-up companies,they often lack enough resources and capabilit
194、ies to meet the needs of users,resulting in the loss of users.(5)Regulations and policy restrictions.The operation of tourism services involves the collection,storage and use of user data,and some countries and regions have formulated strict regulations and policies on personal privacy and data secu
195、rity.Travel service companies need tospend a lot of energy and resources to ensure that the relevant protection of user privacy and data security.In general,tourism service companies are facing operational weakness in terms of fierce market competition,technical problems,unstable profit model,diffic
196、ulties in user cultivation and retention,and regulations and policy policies.To solve these problems requires the companyto have innovation ability,financial strength and effective marketing strategy,and should cooperate with relevant government departments and industry institutions to jointly promo
197、te the development of the tourism service industry.Our market opportunity Under the background of the current Internet development,scientific and technological progress and favorable policies,the tourism industry is showing a trend of sustainable development.Especially since the outbreak of COVID-19
198、 pandemic,peoples attention to physical andmental health and the increasing demand for going out after being forced to stay at home for a long time,which has also accelerated the pace of online penetration of the tourism industry,and the tourism service scheme management business has developed rapid
199、ly.However,in theopen social space,it is difficult to form a dominant situation.Due to the diversification of market demand,people have different preferences for the content setting of tourism service management plan.Therefore,there is a situation where many competitors participate in thecompetition
200、 together.Although the market competition is fierce,it also provides an opportunity for Chun Hui Le Wan International Holding Group Ltd to seize the market opportunity.Chun Hui Le Wan International Holding Group Ltd as a competitive enterprise,in the currentinternational situation,we should take the
201、 initiative to adapt to the changes in market demand,actively look for development opportunities and seize the first opportunity.10 Table of Contents First of all,companies should pay close attention to consumers needs and preferences for tourism solution management services,and launch more personal
202、ized and differentiated products and services for different groups of people.Secondly,the company should strengthen thecooperation with enterprises related to the upstream and downstream industry chain of the tourism industry,and achieve rapid development through resource sharing and mutual benefit
203、cooperation mode.At the same time,the company also needs to increase the investment inscientific and technological innovation,the use of artificial intelligence big data analysis and other advanced technical means,improve the product research and development and operation efficiency,to provide consu
204、mers with a better experience.In addition,in the international market,Chun Hui Le Wan International Holding Group Ltd should also actively expand overseas markets and find more partners and customers.Through the development of scientific internationalization strategy,and combined with the localmarke
205、t demand and cultural characteristics,to promote the rapid development of the company in the overseas market.In short,the current international situation provides a broad development space for Chun Hui Le Wan International Holding Group Ltd to seize the market opportunity.The company can achieve its
206、 own rapid development and market leading position by paying close attention tomarket demand,strengthening cooperation,increasing investment in scientific and technological innovation,and expanding overseas markets.What we do Chun Hui Le Wan International Holding Group Ltd is a tourism service compa
207、ny with tourism ecology as the core development goal,meeting the needs of tourism lovers in the new era,and providing high-quality and personalized solutions according to customer needs.Adheringto the concept of green tourism and healthy development,the company pays attention to the protection of lo
208、cal culture and its contribution to environmental protection,and solves the problems of youth entrepreneurship and rural youth reemployment through tourism.Combinedwith the upstream and downstream industrial chains of the tourism service industry,we provide customized tourism services.According to t
209、heir needs and preferences,we tailor the exclusive personal tourism plans for customers to meet the personalized needs of differentcustomers.Our Corporate Structure Our company implements the general manager responsibility system under the leadership of the board of directors.Under the president,the
210、 president office,the supervision office and the municipal development council are in the parallel.The president takes the leadership of themanagement center,customer service department,new media,tourism college,planning department and Marketing Department.With Mr.Yanbang Li as chairman and Mr.Fengm
211、ing Hu as CEO,the management team has several core personnel to ensure that the companyoperates legally and in compliance and ensures the development of its business.11 Table of Contents Organisation chart of the company Our Strategy(1)Enterprise planning and preparation period in 2023:To achieve th
212、e recovery of the tourism industry,the return of related service personnel,the launch of scenic spots,the reconstruction of the tourism service system.(2)Promote and expand financing mergers and acquisitions in 2024:I.Use the member system of government departments and related associations and other
213、 departments to promote the online member system of members in Chun Hui Le Wan International Holding Group Ltd;.Chun Hui Le Wan International Holding Group Ltd,the agency distribution and store franchise chain platform has been built,with 200 branches,5000 stores,the signing of 70,000 agents,and the
214、 flow of tourism products reached 2 billion;.Acting tourism service brand products in the domestic market to expand online and offline sales,build Chun Hui Le Wan International Holding Group Ltd comprehensive tourism comprehensive service management chain organization,through the integration of onli
215、ne andoffline membership system;.Start the Nasdaq listing process.(3)Patent application,industrial development and listing in 2025:I.Complete the theoretical system and tourism service scheme of patent intellectual property protection of independent brands;.Expand the domestic market sales of indepe
216、ndent brand products;improve the online and offline chain institutions of Chun Hui Le Wan International Holding Group Ltd agent distribution and store franchise;.Financing,mergers and acquisitions of tourism service industry chain upstream and downstream enterprises and quality products.Help other e
217、nterprises to build customized Chun Hui Le Wan International Holding Group Ltd independently developed brand products;.Nasdaq listing bell.12 Table of Contents(4)It is expected to complete the brand layout and improve the international market in 2026:I.Chun Hui Le Wan International Holding Group Ltd
218、 private brand tourism service products to enter the international tourism market;.Financing,mergers and acquisitions,to help more and more other enterprise brands to enter the international trade market;.To form a comprehensive international tourism service platform with a certain scale;.Form a dat
219、a system for tens of millions of national members.Risk Factors Summary Chun Hui Le Wan International Holding Group Ltd is a tourism service company with tourism ecology as the core development goal,meeting the needs of tourism enthusiasts in the new era,and providing high-quality and personalized so
220、lutions according to customer needs.Thefactors affecting its operation can be roughly divided into social objective factors and internal factors of the company.(1)Social objective factors I.Physical fitness status and population structure.In the condition of overall physical fitness and stable popul
221、ation structure,the market prospect of tourism service companies will be relatively stable.If the physical fitness status and demographic structure change,such as theoverall decline of physical fitness or the aging population,the market prospects of tourism service companies will be affected.II.Leve
222、l of economic development.The level of economic development also has a certain impact on the market prospects of tourism service companies.When the level of economic development is high,people will pay more attention to the quality of life after meeting the basicsurvival needs,and peoples demand for
223、 a healthy life will also increase,which will promote the development of tourism service companies.Socio-cultural background.Socio-cultural background can also affect the market prospects of tourism service companies.In a society where no casual travel is emphasized,in a more open and free society,t
224、he market prospects may be better.Social and legal system.The social legal system has an impact on the operation of tourism service companies.If the social legal system is sound,tourism service companies will have greater opportunities.If the social legal system is not sound,tourism service companie
225、s willface greater risks.Because the laws and policies stipulate that people are not allowed to travel at will,they will lose their desire to travel abroad,resulting in a desire to reduce the demand for travel.V.Internet technology.The development of Internet technology has an impact on the operatio
226、n of tourism service companies.In todays society,the level of digitalization and intelligence is gradually rising.The development of tourism service companies is affected by thedevelopment of contemporary Internet technology.If they cannot meet the needs of Internet technology,they will face the ris
227、k of being eliminated.Economic globalization.Economic globalization has made the market competition of tourism service companies more fierce.The geographical scope of tourism service solutions is no longer limited to a single region,but looks to all countries in the world.Therefore,enterprises need
228、to improve their service quality to improve their competitiveness.13 Table of Contents(2)Internal internal factors I.Cultural values.The cultural values of tourism service companies will determine the moral bottom line and code of conduct,and directly affect the internal employees and customers of t
229、he enterprise.Recruitment and training.Enterprises need to recruit excellent talents to ensure their long-term development.In addition,training employees is also an important task of the enterprise to ensure that employees have the ability to meet the development needs of the company.Organizational
230、structure and management mode:the organizational structure and management mode of an enterprise will affect the working atmosphere and incentive mechanism of the internal employees,and then affect the performance and customer satisfaction of theenterprise.Financial standing.Tourism service companies
231、 need stable financial conditions to support the operation and development of enterprises,which requires enterprises to reasonably plan their budgets,control costs and seek financial support.V.Product or service innovation.Tourism service companies need to constantly innovate to ensure the competiti
232、veness of products,which requires innovative talents in enterprises to constantly explore and try new products or services.Customers satisfaction degree.Customer satisfaction is one of the key indicators of enterprise development,which determines the loyalty and recommendation degree of customers to
233、 the enterprise,and has a positive impact on the enterprise.Brand building and publicity.Enterprises need to improve their popularity and reputation through brand building and publicity,which helps to attract more excellent talents and customers,and improve the market share of enterprises.Cooperativ
234、e partnership.Enterprises need to establish good cooperative relations with other related enterprises,to achieve the purpose of resource sharing and mutual benefit,and further expand the business scope of enterprises.In general,the market prospect of Chun Hui Le Wan International Holding Group Ltd a
235、s a tourism service company depends on many factors,but with the development of society and the increasing demand of peoples needs,as well as the good construction of its own brand,thedevelopment prospect of tourism service companies is still very potential.Trademarks The trademark of Chun Hui Le Wa
236、n International Holding Group Ltd is shown in Figure I.The trademark of Chun Hui Le Wan International Holding Group Ltd is dominated by the Chinese name and the graphics of the sailboat,highlighting the name of the company.The purposeof this design is to contact the company name and the trademark,an
237、d can let the customer at a glance,produce the impression,firmly in the customers mind.The subject of the trademark uses the sailboat graphics,which is closely linked to the companys travel business.Sailingboat also contains the wind sailing,fearless good wishes.In addition,our trademark mainly cons
238、ists of blue and white,and blue symbolizes the ocean,representing tranquility,freedom and freshness and openness,stability and peace.At the same time,white also has a relaxed,pleasant meaning.The trademark well reflects the Chun Hui Le Wan International Holding Group Ltd pleasure self original inten
239、tion of tourism,happy and valuable tourism process,satisfactory and easy tourism results,to achieve the building of a warm tourism brand,so thattourism is no longer tourism,but a new world outlook,a way of life,improve peoples satisfaction and happiness of life.14 Table of Contents Figure In additio
240、n to trademarks,we also involve some intellectual property issues in the process of business,among which the most likely intellectual property types involved in Chun Hui Le Wan International Holding Group Ltd are as follows:(1)Invention patent:If a company has unique technological innovations in the
241、 development of intelligent products and tourism management solutions,it can apply for an invention patent to protect its exclusive rights in the field.The invention patent is aimed at the realtechnological innovation,requiring novelty,creativity and practicality.(2)Utility model patents:companies m
242、ay need to apply for utility model patents,To protect their new tourist vehicles,for instance,Tourist cars,tourist trains,yachts,etc.;May need to apply for a patent for the utility model,To protect their new tourism equipment,for instance,Travel tents,travel sleeping bags,travel backpack,travel comp
243、ass,etc.;May need to apply for a patent for the utility model,To protect their new tourist facilities,for instance,Tourist hotels,tourist resorts,tourist theme parks,tourist and sightseeing towers,etc.;May need to applyfor a patent for the utility model,To protect their travel services,for instance,
244、Travel booking system,travel itinerary planning system,tour guide system,etc.(3)Trademark:Trademark is used to divide the source of product or service logo,can be text,pattern,graphics,color,etc.Companies can use unique trademarks for the travel service solutions they make so that consumers can iden
245、tify and identify the companys products.Theregistration of a trademark may provide legal protection against the unauthorized use of the same or similar trademark by others.(4)Copyright:Tourism service plan may involve the creation of software programs,algorithms,interface design and other aspects.Th
246、ese creations can be protected by copyright law.After the development of the software,the company can register the source code and relateddocuments to ensure the exclusive rights and interests in these creations.(5)Industrial design patents:The company may need to apply for industrial design patents
247、,To protect their design of new tourist vehicles,for instance,Body design of tourist car,carriage design of tourist train,hull design of yacht;May need to apply for industrial design patents,To protect the design of their new tourist equipment,for instance,Travel tent design,travel sleeping bag desi
248、gn,travel backpack design,travel compass design;May need to apply for industrial design patents,To protect the design of their new tourist facilities,for instance,Architectural design of tourist hotel,environmental design of tourist resort,landscape design of tourist theme park,architectural design
249、of tourist tower;May need to apply for industrial design patents,To protect the relevant design of their tourism services,for instance,Interfacedesign of travel reservation system,operation design of travel itinerary planning system,equipment design of tour guide system,etc.To protect by industrial
250、design patents to ensure that other companies do not copy the appearance of the product.Industrial design patents mainlyfocus on the appearance and shape of the product,and ensure that the company has a competitive advantage in the market through patent protection.15 Table of Contents In addition to
251、 the above types of intellectual property,there are some other intellectual property rights that can be applied to related products such as product formula and tourism management scheme,such as integrated circuit layout design patent,copyright of training materials,and other specific protection stra
252、tegies need to develop the companys business model,technological innovation points and market demand.Before applying for a patent or trademark,we will conduct sufficient patent and trademark searches to ensure that the requested intellectualproperty rights applied do not infringe the rights of other
253、s.In addition,timely application and maintenance of intellectual property is also very important,which can prevent the infringement of the companys technology and brand,and protect the companys interests andcompetitive advantages.Implications of Being an Emerging Growth Company On September 9,2022,t
254、he SEC adopted inflation adjustments mandated by the Jumpstart Our Business Startups Act of 2012(the“JOBS Act”).As a result,an“emerging growth company”will lose its emerging growth company status on the last day of the fiscal year in which ithas$1.235 billion or more in total.As a company with less
255、than$1.235 billion in revenue during our last fiscal year,we qualify as an“emerging growth company”as defined in the JOBS Act.“An“emerging growth company”may take advantage of reduced reportingrequirements that are otherwise applicable to larger public companies.In particular,as an emerging growth c
256、ompany,we:may present only two years of audited financial statements and only two years of related Managements Discussion and Analysis of Financial Condition and Results of Operations;are not required to provide a detailed narrative disclosure discussing our compensation principles,objectives and el
257、ements and analyzing how those elements fit with our principles and objectives,which is commonly referred to as“compensation discussion and analysis”;are not required to obtain an attestation and report from our auditors on our managements assessment of our internal control over financial reporting
258、pursuant to the Sarbanes-Oxley Act of 2002;are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements(commonly referred to as the“say-on-pay,”“say-on frequency”and“say-on-golden-parachute”votes);are exempt from certain exec
259、utive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act;andwill not be required to conduct an evaluation of ou
260、r internal control over financial reporting until our second annual report on Form 20-F following the effectiveness of our initial public offering.We intend to take advantage of all of these reduced reporting requirements and exemptions,including the longer phase-in periods for the adoption of new o
261、r revised financial accounting standards under 107 of the JOBS Act.Our election to use the phase-in periods may make itdifficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under 107 of
262、the JOBS Act.Under the JOBS Act,we may take advantage of the above-described reduced reporting requirements and exemptions until we no longer meet the definition of an emerging growth company.The JOBS Act provides that we would cease to be an“emerging growth company”at theend of the fiscal year in w
263、hich the fifth anniversary of our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933,as amended(the“Securities Act”)occurred,if we have more than$1.235 billion in annual revenue,have more than$700 million in market value of our Clas
264、s A Ordinary Share held by non-affiliates,or issue more than$1 billion in principal amount of non-convertible debt over a three-year period.16 Table of Contents Foreign Private Issuer Status We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934,as
265、amended(the“Exchange Act”).As such,we are exempt from certain provisions applicable to United States domestic public companies.For example:We are not required to provide as many Exchange Act reports,or as frequently,as a domestic public company;For interim reporting,we are permitted to comply solely
266、 with our home country requirements,which are less rigorous than the rules that apply to domestic public companies;We are not required to provide the same level of disclosure on certain issues,such as executive compensation;We are exempt from provisions of Regulation FD aimed at preventing issuers f
267、rom making selective disclosures of material information;We are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents,or authorizations in respect of a security registered under the Exchange Act;andWe are not required to comply with Section 16 o
268、f the Exchange Act requiring Instagramiders to file public reports of their share ownership and trading activities and establishing Instagramider liability for profits realized from any“short-swing”trading transaction.Implications of Being a Controlled Company Controlled companies are exempt from th
269、e majority of independent director requirements.Controlled companies are subject to an exemption from Nasdaq standards requiring that the board of a listed company consist of a majority of independent directors within one year of thelisting date.Public Companies that qualify as a“Controlled Company”
270、with securities listed on the Nasdaq Stock Market(Nasdaq),must comply with the exchanges continued listing standards to maintain their listings.Nasdaq has adopted qualitative listing standards.Companies that do notcomply with these corporate governance requirements may lose their listing status.Unde
271、r the Nasdaq rules,a“controlled company”is a company with more than 50%of its voting power held by a single person,entity or group.Under Nasdaq rules,a controlled company is exemptfrom certain corporate governance requirements including:The requirement that a majority of the board of directors consi
272、st of independent directors;The requirement that a listed company have a nominating and governance committee that is composed entirely of independent directors with a written charter addressing the committees purpose and responsibilities;The requirement that a listed company have a compensation comm
273、ittee that is composed entirely of independent directors with a written charter addressing the committees purpose and responsibilities;andThe requirement for an annual performance evaluation of the nominating and governance committee and compensation committee.Controlled companies must still comply
274、with the exchanges other corporate governance standards.These include having an audit committee and the special meetings of independent or non-management directors.Our Corporate Information Our registered office in the Cayman Islands is located at Suite 2206,Cassia Court,72 Market Street,Camana Bay,
275、P.O.Box 32303,Grand Cayman KY1-1209,Cayman Islands.Our telephone number at this address is+44 07761684500.17 Table of Contents THE OFFERING IssuerChun Hui Le Wan International Holding Group Ltd Securities Being Offered Ordinary Shares,par value US$0.0001 per share Offering PriceWe expect that the in
276、itial public offering price will be US$4.00 per Ordinary Share.Ordinary Shares Outstanding Immediately Before This Offering Ordinary Shares Ordinary Shares Outstanding Immediately After This Offering Ordinary Shares(or Ordinary Shares if the underwriters exercise their option to purchase additional
277、Ordinary Shares in full).Voting RightsEach Ordinary Share is entitled to one vote.Use of ProceedsDevelopment of tourism plansBuild upstream and downstream ecological chainDecoration of physical store storefrontsOnline and offline media promotionTalent Team BuildingBuild directly operated storesSales
278、 channel layingBusiness Negotiation Proposed Nasdaq Trading Symbol and ListingWe plan to apply to list our Ordinary Shares on the Nasdaq Capital Market under the symbol“CHLW”This offering is contingent upon us listing our Ordinary Shares on NasdaqCapital Market or another national exchange.No assura
279、nce can be given that such listing will be approved or that a liquid trading market will develop for our Ordinary Shares.Lock-upOur directors,executive officers,and shareholder who own 5%or more of the outstanding Ordinary Shares intended agreed with the underwriters not to offer for sale,issue,sell
280、,contract to sell,pledge or otherwise dispose of any of our Ordinary Shares or securities convertible into Ordinary Shares for a period of 6 months commencing on the date of thisprospectus.The Company is also prohibited from conducting offerings during this period and from re-pricing or changing the
281、 terms of existing options and warrants.See“Underwriting”for additional information.Risk factorsSee“Risk Factors”for a discussion of risks you should carefully consider before investing in our Ordinary Shares.Transfer Agent Payment and settlement 18 Table of Contents RISK FACTORS An investment in ou
282、r Ordinary Shares involves a high degree of risk.Before deciding whether to invest in our Ordinary Shares,you should consider carefully the risks described below,together with all of the other information set forth in this prospectus,including the sectiontitled“Managements Discussion and Analysis of
283、 Financial Condition and Results of Operations”and our consolidated financial statements and related notes.If any of these risks actually occurs,our business,financial condition,results of operations or cash flow could bematerially and adversely affected,which could cause the trading price of our Or
284、dinary Shares to decline,resulting in a loss of all or part of your investment.The risks described below and in the documents referenced above are not the only ones that we face.Additional risks notpresently known to us or that we currently deem immaterial may also affect our business.You should onl
285、y consider investing in our Ordinary Shares if you can bear the risk of loss of your entire investment.Risks Related to Our Business We have grown rapidly in recent years and have limited experience operating at our current scale of operations.If we are unable to manage our growth effectively,our br
286、and,company culture and financial results may suffer.We have grown rapidly in the past year and our recent growth rates and financial results should not be considered indicators of our future performance.In order to effectively manage and leverage our growth,we must continue to expand our sales and
287、marketing,focus oninnovative product and website development,and upgrade our management information systems.Our continued growth has in the past and may in the future strain our existing resources and we may experience ongoing operational difficulties in managing our operations innumerous jurisdicti
288、ons,including difficulties in recruiting,training and managing a dispersed and growing employee base.Failure to expand and maintain our company culture through growth may harm our future success,including our ability to retain and recruit personnel and toeffectively focus on and pursue our corporate
289、 goals.SERVICES-AMUSEMENT&RECREATION SERVICES industry is evolving rapidly and may not evolve as we expect.Even if our net sales continue to grow,our net sales growth rate may decline in the future due to a variety of factors,including macroeconomic factors,changes in supply and supply chain,changes
290、 in consumer preferences,increased competition and the maturation of our business.Accordingly,you should not rely on our net sales growth rates for any prior period as an indicator of our future performance.Our overall growth in netsales will depend on many factors,including our ability to:1)price o
291、ur products and services effectively so that we can attract new customers and expand our relationships with existing customers.2)accurately forecast our net sales and plan our operating expenses.3)compete successfully with other companies that are or may be entering our competitive market in the fut
292、ure and respond to developments in those competitors,such as pricing changes and the introduction of new products and services.4)Complying with existing and new laws and regulations that apply to our business.5)Successfully expanding into existing markets and entering new markets,including new geogr
293、aphic areas and categories.6)The successful introduction of new products and enhancements to our products and services and their features,including in response to new trends or competitive dynamics or customer needs or preferences.7)Successfully identifying and acquiring or investing in businesses,p
294、roducts or technologies that we believe will complement or expand our business.8)Avoiding disruptions or interruptions in the distribution of our products and services.9)Providing quality support to our customers that meets their needs.10)Hiring,integrating and retaining talented sales,customer serv
295、ice and other personnel.11)Effectively managing the growth of our business,personnel and operations,including the opening of new showrooms.12)Effectively managing the costs associated with our business and operations.13)Maintaining and enhancing our reputation and brand value.19 Table of Contents Be
296、cause of our limited history of operating our business at our current scale,it is difficult to assess our current operations and future prospects,including our ability to plan for and model future growth.Our limited operating experience at this scale,combined with the rapidlyevolving nature of the m
297、arkets in which we sell our products and services,the significant uncertainty about how these markets will develop and other economic factors beyond our control,reduces our ability to accurately forecast quarterly or annual revenues.Failure to effectivelymanage our future growth could adversely affe
298、ct our business,financial condition and results of operations.We have limited sources of working capital and will need substantial additional financing.The working capital required to implement our business strategy and R&D efforts will most likely be provided by funds obtained through offerings of
299、our equity,debt,debt-linked securities,and/or equity-linked securities,and revenues generated by us.No assurance can be giventhat we will have revenues sufficient to sustain our operations or that we would be able to obtain equity/debt financing in the current economic environment.If we do not have
300、sufficient working capital and are unable to generate sufficient revenues or raise additional funds,wemay delay the completion of or significantly reduce the scope of our current business plan;delay some of our development and clinical or marketing efforts;postpone the hiring of new personnel;or,und
301、er certain dire financial circumstances,substantially curtail or cease ouroperations.We may need to engage in capital-raising transactions in the near future.Such financing transactions may well cause substantial dilution to our shareholders and could involve the issuance of securities with rights s
302、enior to the outstanding shares.Our ability to complete additionalfinancings is dependent on,among other things,the state of the capital markets at the time of any proposed offering,market reception of the Company and the likelihood of the success of its business model and offering terms.There is no
303、 assurance that we will be able to obtainany such additional capital through asset sales,equity or debt financing,or any combination thereof,on satisfactory terms or at all.Additionally,no assurance can be given that any such financing,if obtained,will be adequate to meet our capital needs and to su
304、pport ouroperations.If we do not obtain adequate capital on a timely basis and on satisfactory terms,our revenues and operations and the value of our Ordinary Shares and Ordinary Share equivalents would be materially negatively impacted and we may cease our operations.We may not be able to prevent o
305、thers from unauthorized use of our intellectual property,which could harm our business and competitive position.We rely on a wide portfolio of intellectual property to operate our businesses and we may not be able to effectively protect these intellectual property and proprietary rights against infr
306、ingement,misappropriation or other violation,or efforts to safeguard our intellectual propertymay be costly.We rely on a combination of trademark,copyright and trade secret protection laws in the U.S.,the Cayman and other jurisdictions,as well as confidentiality procedures and contractual provisions
307、,to protect our intellectual property rights.We enter into confidentiality agreementswith our employees and any third parties who may access our proprietary information,and we rigorously control access to our technology and information.However,we cannot guarantee that we have entered into confidenti
308、ality agreements with each party that may have or havehad access to our trade secrets or proprietary information.Such agreements may be breached by counterparties,who may disclose our proprietary information,including our trade secrets,or claim ownership in intellectual property that we believe is o
309、wned by us,and there may notbe adequate remedies available to us for any such breach.In addition,we do not enter into intellectual property assignment agreements in the ordinary course and rely on the intellectual property rights we obtain from our employees by operation of law.The intellectual prop
310、ertyrights we obtain by operation of law may not extend to all intellectual property rights developed by our employees and contractors and individuals not subject to invention assignment agreements may make adverse ownership claims to our current and future intellectual propertyrights.We therefore m
311、ay not possess ownership rights in all intellectual property rights that we regard as our own or that are necessary for the conduct of our business.20 Table of Contents Intellectual property protection may not be sufficient in the regions in which we operate.Our trademarks or other intellectual prop
312、erty rights may be challenged by others through administrative process or litigation,and our pending trademark applications may not be allowed.Inaddition,policing any unauthorized use of our intellectual property is difficult,time-consuming and costly,and the steps we have taken may be inadequate to
313、 prevent the misappropriation of our intellectual property.In the event that we resort to litigation to enforce our intellectualproperty rights,such litigation could result in substantial costs and a diversion of our managerial and financial resources.We can provide no assurance that we will prevail
314、 in such litigation and some courts in the U.S.and certain foreign jurisdictions are less willing or unwilling toprotect trade secrets.Furthermore,it is often difficult to maintain and enforce intellectual property rights in the Cayman.Statutory laws and regulations in the Cayman are subject to judi
315、cial interpretation and enforcement and may not be applied consistently due to the lack of clearguidance on statutory interpretation.Confidentiality and non-compete agreements may be breached by counterparties,and there may not be adequate remedies available to us for any such breach.Accordingly,we
316、may not be able to effectively protect our intellectual propertyrights or the intellectual properties licensed from third parties,or to enforce our contractual rights in the Cayman and other jurisdictions we operate.In addition,our trade secrets may be leaked or otherwise become available to,or be i
317、ndependently discovered by,our competitors.If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third parties,we would have no right toprevent them from using that technology or information to compete with us.Any failure in protecting or enforc
318、ing our intellectual property rights could have a material adverse effect on our business,financial condition and results of operations.We may not be able to protect and enforce our trademarks and trade names,or build name recognition in our markets of interest thereby harming our competitive positi
319、on.The registered or unregistered trademarks or trade names that we own may be challenged,infringed,circumvented,declared generic,lapsed or determined to be infringing on or dilutive of other marks.We may not be able to protect our rights in these trademarks and trade names,which we need in order to
320、 build name recognition.In addition,third parties have filed,and may in the future file,for registration of trademarks similar or identical to our trademarks,thereby impeding our ability to build brand identity and possibly leading to market confusion.Ifthey succeed in registering or developing comm
321、on law rights in such trademarks,and if we are not successful in challenging such rights,we may not be able to use these trademarks to develop brand recognition of our technologies,products or services.In addition,there could bepotential trade name or trademark infringement claims brought by owners
322、of other registered trademarks or trademarks that incorporate variations of our registered or unregistered trademarks or trade names.Further,we may in the future enter into agreements with owners of suchthird-party trade names or trademarks to avoid potential trademark litigation which may limit our
323、 ability to use our trade names or trademarks in certain fields of business.If we fail to maintain an effective quality control system,our business could be materially and adversely affected.We place great emphasis on product quality and adhere to stringent quality control measures and have obtained
324、 quality control certifications for our products.To meet our customers requirements and expectations for the quality and safety of our products,we have adopted astringent quality control system to ensure that every step of the production process is strictly monitored and managed.Failure to maintain
325、an effective quality control system or to obtain or renew our quality standards certifications may result in a decrease in demand for ourproducts or cancellation or loss of purchase orders from our customers.Moreover,our reputation could be impaired.As a result,our business and results of operations
326、 could be materially and adversely affected.21 Table of Contents If we fail to manage our inventory effectively,our results of operations,financial condition and liquidity may be materially and adversely affected.Our business model requires us to manage a large volume of inventory effectively.We pro
327、cure products from third-party manufacturers and sell as our own inventory through our Marketplace and off-platform ecommerce.We depend on our demand forecasts for various kinds ofproducts to make purchase decisions and to manage our inventory.Demand for products,however,can change significantly bet
328、ween the time inventory is ordered and the date by which we target to sell it.Demand may be affected by seasonality,new product launches,changes inproduct cycles and pricing,product defects,changes in consumer spending patterns,changes in consumer tastes with respect to our products and other factor
329、s,and our customers may not order products in the quantities that we expect.In addition,when we begin selling a newproduct,we may not be able to accurately forecast demand.The procurement of certain types of inventory may require significant lead time and prepayment,and they may not be returnable.If
330、 we are unable to anticipate or respond to changes in customer preferences or fail tobring products that satisfy new customer preferences to our Marketplace and off-platform ecommerce in a timely manner,our results of operations,financial condition and liquidity could be adversely affected.Any lack
331、of requisite approvals,licenses or permits applicable to our business operations may harm our business.We may not be able to obtain all the licenses and approvals that may be deemed necessary to operate our business.Because we operate in multiple jurisdictions,the relevant laws and regulations,as we
332、ll as their interpretations,could be different from the U.S.This can make itdifficult to know which licenses and approvals are necessary,or the processes for obtaining them.For these same reasons,we also cannot be certain that we will be able to maintain the licenses and approvals that we have previ
333、ously obtained,or that once they expire we will beable to renew them.We cannot be sure that our interpretations of the rules and their exemptions have always been or will be consistent with those of the local regulators.As we expand our businesses,we may be required to obtain new licenses and will be subject to additional laws and regulations in the markets we plan to operate in.If we fail to obta