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1、F-1 1 tm2329196d5_f1.htm F-1 As filed with the U.S.Securities and Exchange Commission on January 26,2024.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Semidux(Cayman)Holding Limited(Exact name of
2、registrant as specified in its charter)Cayman Islands 7373 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)Room 1802,18/F,Yuemeite Building No.1 Gaoxin Avenue 7 South Shenzhen High-
3、tech Industrial Park(South)Nanshan District,Shenzhen,518063 The Peoples Republic of China+86-(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168800-221-0102(Na
4、me,address,including zip code,and telephone number,including area code,of agent for service)With a Copy to:Ying Li,Esq.Lisa Forcht,Esq.Hunter Taubman Fischer&Li LLC950 Third Avenue,19th FloorNew York,NY 10022212-530-2206Kevin Sun,EsqBevilacqua PLLC1050 Connecticut Ave,NW,Suite 500Washington,DC 20036
5、(202)869-0888 Approximate date of commencement of proposed sale to the public:Promptly after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of193
6、3 check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check the following box andlist the Securities Act registration statement number of the earlier effective registration statement for the same offer
7、ing.If 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 Actregistration statement number of the earlier effective registration statement for the same offering If this Form is a post-effective amendment filed
8、 pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 o
9、f the Securities Act of 1933 Emerging growth company x If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has electednot to use the extended transition period for complying with any new or revised financial accoun
10、ting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its AccountingStandards Codification after April 5,2012.The Registrant hereby amends this regis
11、tration statement on such date or dates as may be necessary to delay its effective date until the Registrantshall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance withSection 8(a)of the Securities Act,or until the reg
12、istration statement shall become effective on such date as the Securities and Exchange Commission,acting pursuant to such Section 8(a),may determine.The information in this prospectus is not complete and may be changed.We may not sell the securities until the registration statement filed with theSec
13、urities and Exchange Commission is effective.This prospectus is not an offer to sell these securities and it is not soliciting any offer to buy thesesecurities in any jurisdiction where such offer or sale is not permitted.SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED JANUARY 26,2024 Ordinary Sh
14、ares Semidux(Cayman)Holding Limited This is an initial public offering of our ordinary shares,par value$0.01 per share(“Ordinary Shares”).Prior to this offering,there has been no public marketfor our Ordinary Shares.We expect the initial public offering price to be in the range of$to$per Ordinary Sh
15、are.The offering is being made on a“firm commitment”basis by the underwriters.See“Underwriting.”We plan to apply to list our Ordinary Shares on the Nasdaq Capital Market(“Nasdaq”)and have reserved the symbol“JIE”for purposes of listing our Ordinary Shares on Nasdaq.At this time,Nasdaq has not yet ap
16、proved our application to listour Ordinary Shares.The closing of this offering is conditioned upon Nasdaqs final approval of our listing application,and there is no guarantee orassurance that our Ordinary Shares will be approved for listing on Nasdaq.Investing in our Ordinary Shares involves a high
17、degree of risk,including the risk of losing your entire investment.See“Risk Factors”beginning onpage 17 to read about factors you should consider before buying our Ordinary Shares.Unless otherwise stated,as used in this prospectus,the terms“we,”“us,”“our,”“Semidux Cayman,”“our Company,”and the“Compa
18、ny”refer to Semidux(Cayman)Holding Limited,a Cayman Islands exempted company;“Semidux BVI”refers to Semidux Holding Limited,a company formed under the laws ofthe British Virgin Islands,which is wholly owned by Semidux Cayman;“Hongkong Semidux”refers to Hongkong Semidux Limited,a Hong Kongcorporation
19、 and wholly owned subsidiary of Semidux BVI;“Shenzhen Semimeta”refers to Shenzhen Semimeta Computing Tech Limited,a limited liabilitycompany organized under the laws of the PRC,which is wholly owned by Hongkong Semidux;the“Operating Entity”or“Shenzhen Semidux”refers toShenzhen Semidux Technologies L
20、imited,a limited liability company organized under the laws of the Peoples Republic of China(the“PRC”),which iswholly owned by Shenzhen Semimeta;and“Delos HK”refers to Delos Tech Co.,Limited,a Hong Kong corporation and wholly owned subsidiary ofShenzhen Semidux.We are a holding company incorporated
21、in the Cayman Islands with no material operations of our own and not a Chinese operating company.As a result,weconduct a substantial majority of our operations through the Operating Entity established in the PRC.The Ordinary Shares offered in this prospectus areshares of the Cayman Islands holding c
22、ompany instead of shares of the Operating Entity in the PRC.Holders of our Ordinary Shares do not directly own anyequity interests in the Operating Entity,but will instead own shares of a Cayman Islands holding company.The Chinese regulatory authorities could disallowour corporate structure,which wo
23、uld likely result in a material change in our operations and/or a material change in the value of our Ordinary Shares,including that it could cause the value of our Ordinary Shares to significantly decline or become worthless.See“Risk FactorsRisks Relating to DoingBusiness in the PRCChinese regulato
24、ry authorities could disallow our holding company structure,which may result in a material change in our operationsand/or a material change in the value of the securities we are registering for sale,including that it could cause the value of such securities to significantlydecline or become worthles
25、s.”We are subject to certain legal and operational risks associated with the business operations of the PRC subsidiaries being based in China,which could causethe value of our securities to significantly decline or become worthless.Applicable PRC laws and regulations governing such current business
26、operations aresometimes vague and uncertain,and as a result these risks may result in material changes in the operations of the PRC subsidiaries,significant depreciationor a complete loss of the value of our Ordinary Shares,or a complete hindrance of our ability to offer,or continue to offer,our sec
27、urities to investors.Recently,the PRC government adopted a series of regulatory actions and issued statements to regulate business operations in China with little advancenotice,including cracking down on illegal activities in the securities market,adopting new measures to extend the scope of cyberse
28、curity reviews,andexpanding the efforts in anti-monopoly enforcement.On December 28,2021,13 governmental departments of the PRC,including the CyberspaceAdministration of China(the“CAC”),issued the Cybersecurity Review Measures,which became effective on February 15,2022.As of the date of thisprospect
29、us,neither we nor our subsidiaries have been involved in any investigations on cybersecurity review initiated by any PRC regulatory authority,norhas any of them received any inquiry,notice,or sanction related to cybersecurity review under the Cybersecurity Review Measures.As confirmed by ourPRC coun
30、sel,Beijing Dacheng Law Offices,LLP(Guangzhou)(“Dacheng”),we are not subject to cybersecurity review or network data security review bythe CAC under the Cybersecurity Review Measures,or if the draft Regulations on the Network Data Security Administration(Draft for Comments)(the“Security Administrati
31、on Draft”)are enacted as proposed,since neither Shenzhen Semimeta nor the Operating Entity is a critical information infrastructureoperator(“CIIO”)or online platform operator with personal information of more than one million users.See“Risk FactorsRisks Relating to DoingBusiness in the PRCRecent gre
32、ater oversight by the CAC over data security,particularly for companies seeking to list on a foreign exchange,couldadversely impact the PRC subsidiaries business and our offering.”On February 17,2023,the China Securities Regulatory Commission(the“CSRC”)promulgated the Trial Administrative Measures o
33、f Overseas SecuritiesOffering and Listing by Domestic Companies(the“Trial Measures”)and five supporting guidelines,which came into effect on March 31,2023(BeijingTime).We are required to file with the CSRC for this offering pursuant to the Trial Measures.See“Risk FactorsRisks Relating to Doing Busin
34、ess in thePRCThe Opinions,the Trial Measures,and the revised Provisions recently issued by PRC authorities subject us to additional compliance requirements.”Other than the foregoing,as of the date of this prospectus,according to Dacheng,no relevant PRC laws or regulations in effect require that we o
35、btainpermission from any PRC authorities to issue securities to foreign investors,and neither we nor our subsidiaries have received any inquiry,notice,warning,or sanction regarding our overseas listing from the CSRC or any other PRC governmental authorities.Since these statements and regulatory acti
36、ons arenewly published,however,official guidance and related implementation rules have not been issued.It is highly uncertain what the potential impact suchmodified or new laws and regulations will have on the daily business operations of our subsidiaries,our ability to accept foreign investments,an
37、d our listingon a U.S.exchange.The Standing Committee of the National Peoples Congress(the“SCNPC”)or PRC regulatory authorities may in the future promulgatelaws,regulations,or implementing rules that require us and our subsidiaries to obtain regulatory approval from Chinese authorities before listin
38、g in the U.S.The same legal and operational risks associated with operations in China also apply to operations in Hong Kong.Hong Kong was established as a specialadministrative region of the PRC in accordance with Article 31 of the Constitution of the PRC.The Basic Law of the Hong Kong Special Admin
39、istrativeRegion of the PRC(the“Basic Law”)was adopted and promulgated on April 4,1990 and became effective on July 1,1997,when the PRC resumed theexercise of sovereignty over Hong Kong.Pursuant to the Basic Law,Hong Kong is authorized by the National Peoples Congress of the PRC to exercise ahigh deg
40、ree of autonomy and enjoy executive,legislative,and independent judicial power,under the principle of“one country,two systems,”and the PRClaws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law(which is confined to laws relating to nationaldefense
41、,foreign affairs,and other matters that are not within the scope of autonomy).However,there is no assurance that there will not be any changes in theeconomic,political,and legal environment in Hong Kong in the future.Due to the uncertainty of the PRC legal system and changes in laws,regulations,orpo
42、licies,the Basic Law may be revised in the future and thus we may face the same legal and operational risks associated with operating in the PRC.If thereis a significant change to current political arrangements between mainland China and Hong Kong,or if the applicable laws,regulations,or interpretat
43、ionschange,our Hong Kong subsidiaries,which include Hongkong Semidux and Delos HK,may become subject to PRC laws or authorities.As a result,ourHong Kong subsidiaries could incur material costs to ensure compliance,be subject to fines,experience devaluation of securities or delisting,no longerconduct
44、 offerings to foreign investors,and no longer be permitted to continue their current business operations.The main legislation in Hong Kongconcerning data security is the Personal Data(Privacy)Ordinance(Cap.486 of the Laws of Hong Kong)(the“PDPO”),which regulates the collection,usage,storage,and tran
45、sfer of personal data and imposes a statutory duty on data users to comply with the six data protection principles contained therein.Asof the date of this prospectus,we and each of our Hong Kong subsidiaries have complied with the laws and requirements in respect of data security in HongKong.However
46、,the laws on cybersecurity and data privacy are constantly evolving and can be subject to varying interpretations,resulting in uncertaintiesabout the scope of our responsibilities in that regard.Failure to comply with the cybersecurity and data privacy requirements in a timely manner,or at all,may s
47、ubject us or our Hong Kong subsidiaries to consequences,including government enforcement actions and investigations,fines,penalties,andsuspension or disruption of our Hong Kong subsidiaries operations.In addition,the Competition Ordinance(Cap.619 of the Laws of Hong Kong)prohibitsand deters undertak
48、ings in all sectors from adopting anti-competitive conduct which has the object or effect of preventing,restricting,or distortingcompetition in Hong Kong.It provides for general prohibitions in three major areas of anti-competitive conduct described as the first conduct rule,thesecond conduct rule,a
49、nd the merger rule.As of the date of this prospectus,we and our Hong Kong subsidiaries have complied with all three areas of anti-competition laws and requirements in Hong Kong.Neither the data security nor antimonopoly laws and regulations in Hong Kong restrict our ability toaccept foreign investme
50、nt or impose limitations on our ability to list on any U.S.stock exchange.See“Risk FactorsRisks Relating to Doing Business inthe PRCSome of our subsidiaries are subject to various evolving Hong Kong laws and regulations regarding data security or antimonopoly,which couldsubject them to government en
51、forcement actions and investigations,fines,penalties,and suspension or disruption of their operations.”In addition,our Ordinary Shares may be prohibited from trading on a national exchange under the Holding Foreign Companies Accountable Act(the“HFCAAct”),if the Public Company Accounting Oversight Bo
52、ard(United States)(the“PCAOB”)is unable to inspect our auditors for three consecutive yearsbeginning in 2022.On December 16,2021,the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland C
53、hina and in Hong Kong,because of positions taken by PRC authorities in those jurisdictions.Our auditor,TPS Thayer,LLC,is headquartered in Sugar Land,Texas,and has been inspected by the PCAOB on a regular basis,with the last inspection in2022.The PCAOB currently has access to inspect the working pape
54、rs of our auditor and our auditor is not subject to the determinations announced by thePCAOB on December 16,2021.If trading in our Ordinary Shares is prohibited under the HFCA Act in the future because the PCAOB determines that itcannot inspect or fully investigate our auditor at such future time,Na
55、sdaq may determine to delist our Ordinary Shares and trading in our Ordinary Sharescould be prohibited.On August 26,2022,the CSRC,the Ministry of Finance of the PRC(the“MOF”),and the PCAOB signed a Statement of Protocol(the“Protocol”),governing inspections and investigations of accounting firms base
56、d in mainland China and Hong Kong,taking the first step toward openingaccess for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong.Pursuant to the fact sheet with respect to the Protocol disclosed by the U.S.Securities and Exchange
57、Commission(the“SEC”),the PCAOB shall haveindependent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.OnDecember 15,2022,the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and
58、 investigate registered publicaccounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.However,should PRCauthorities obstruct or otherwise fail to facilitate the PCAOBs access in the future,the PCAOB Board will consider the need t
59、o issue a new determination.On June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act,and on December 29,2022,legislation entitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)was signed into law by President Biden,which contained,
60、among otherthings,an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCA Act by requiring the SEC to prohibitan issuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years i
61、nstead of three,thus reducing the time period for triggering the delisting of our Company and the prohibition of trading in our securities if the PCAOB is unable to inspectour accounting firm at such future time.See“Risk FactorsRisks Relating to Doing Business in the PRCRecent joint statement by the
62、 SEC and thePCAOB,rule changes by Nasdaq,and the HFCA Act all call for additional and more stringent criteria to be applied to emerging market companies uponassessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.These developments could addun
63、certainties to our continued listing or future offerings of our securities in the U.S.”As of the date of this prospectus,none of our subsidiaries have made any dividends or distributions to our Company and our Company has not made anydividends or distributions to our shareholders.We intend to keep a
64、ny future earnings to finance the expansion of our business,and we do not anticipate thatany cash dividends will be paid in the foreseeable future.If we determine to pay dividends on any of our Ordinary Shares in the future,as a holding company,we will be dependent on receipt of funds from our Hong
65、Kong subsidiary,Hongkong Semidux.Hongkong Semidux will rely on payments made fromShenzhen Semimeta,which will in turn rely on payments made from Shenzhen Semidux as dividends.Shenzhen Semidux will rely on its operating profit andpayments from Delos HK as dividends.However,as the PRC government impos
66、es control over currency conversion,it has the authority to conduct exchangetransfer reviews,which may impose certain limitations on our ability to transfer cash between our Company,our subsidiaries,and our investors,primarilyreflected in the following aspects:(i)we are restricted from injecting cap
67、ital or providing loans to PRC subsidiaries,which may adversely affect theoperations of our PRC subsidiaries;(ii)our PRC subsidiaries may be restricted from paying dividends to us;and(iii)if we are unable to obtain dividendsfrom our PRC subsidiaries,it may adversely impact our dividends distribution
68、 to investors.See“Risk FactorsRisks Relating to Doing Business in the PRCPRC regulations relating to offshore investment activities by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries toliability or penalties,limit our ability to inject capital into our PRC subsid
69、iaries,limit our PRC subsidiaries ability to increase their registered capital ordistribute profits to us,or may otherwise adversely affect us,”“Risk FactorsRisks Relating to Doing Business in the PRCPRC regulation ofparent/subsidiary loans and direct investment by offshore holding companies to PRC
70、entities may delay or prevent us from using the proceeds of offshoreofferings to make loans or additional capital contributions to our PRC subsidiaries,which could materially and adversely affect their liquidity and theirability to fund and expand their business,”and“Risk FactorsRisks Relating to Do
71、ing Business in the PRCGovernmental control of currency conversionmay affect the value of your investment and our payment of Dividends.”Further,to the extent cash or assets in the business are in the PRC/Hong Kong or aPRC/Hong Kong entity,the funds or assets may not be available to fund operations o
72、r for other use outside of the PRC/Hong Kong due to interventions in orthe imposition of restrictions and limitations on the ability of our Company or our subsidiaries by the PRC government to transfer cash or assets.There is noassurance the PRC government will not intervene in or impose restriction
73、s on the ability of our Company or our subsidiaries to transfer cash or assets.Wehave established controls and procedures for cash flows within our organization based on internal cash management policies established by our financedepartment,discussed,considered,and reviewed by the relevant departmen
74、ts in our Company,and approved by our Chairman of the Board of Directors.Specifically,our finance department supervises cash management,following the instructions of our management.Our finance department is responsible forestablishing our cash operation plan and coordinating cash management matters
75、among our subsidiaries and departments.Each subsidiary and departmentinitiates a cash request by putting forward a cash demand plan,which explains the specific amount and timing of cash requested,and submitting it to ourfinance department.The finance department reviews the cash demand plan and prepa
76、res a summary for the management of our Company.Managementexamines and approves the allocation of cash based on the sources of cash and the priorities of the needs.Other than the above,we currently do not haveother cash management policies or procedures that dictate how funds are transferred.As of t
77、he date of this prospectus,no cash transfer or transfer of otherassets has occurred between our Company and our subsidiaries.See“Prospectus SummaryAsset Transfers Between Our Company and Our Subsidiaries,”“Prospectus SummaryDividends or Distributions Made to Our Company and U.S.Investors and Tax Con
78、sequences,”and our unaudited condensedconsolidated financial statements for the six months ended September 30,2023 and our audited consolidated financial statements for the fiscal years endedMarch 31,2023 and 2022.We are an“emerging growth company”as defined under the federal securities laws and wil
79、l be subject to reduced public company reporting requirements.Please read the disclosures beginning on page 13 of this prospectus for more information.Following the completion of this offering,Zhiwen Shen,our CEO and chairman of the board of directors,will hold approximately%of the aggregatevoting p
80、ower of our issued and outstanding Ordinary Shares,assuming no exercise of the underwriters over-allotment option,or approximately%assuming full exercise of the underwriters over-allotment option.As such,we will be deemed to be a“controlled company”under Nasdaq Listing Rule5615(c).However,even if we
81、 are deemed a“controlled company,”we do not intend to avail ourselves of the corporate governance exemptions afforded to a“controlled company”under the Nasdaq Listing Rules.See“Risk Factors”and“ManagementControlled Company.”Per Share TotalWithoutOver-AllotmentOption Total WithOver-AllotmentOption In
82、itial public offering price$Underwriters discounts(1)$Proceeds to our company before expenses$(1)We have agreed to pay EF Hutton LLC(the“Representative”),the representative on behalf of the underwriters,a fee equal to 7.5%of the gross proceedsof the offering.We have agreed to grant to the underwrite
83、rs a 45-day option to purchase up to 15%of the aggregate number of Ordinary Shares sold inthe offering.See“Underwriting”starting on page 140 of this prospectus for more information regarding our arrangements with the underwriters.The underwriters expect to deliver the Ordinary Shares against payment
84、 in U.S.dollars in New York,New York on or about,2024.Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapprovedof these securities or determined if this prospectus is truthful or complete.Any representation to the con
85、trary is a criminal offense.EF HUTTON LLC Prospectus dated,2024 TABLE OF CONTENTS PagePROSPECTUS SUMMARY2 RISK FACTORS17 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS44 ENFORCEABILITY OF CIVIL LIABILITIES45 USE OF PROCEEDS46 DIVIDEND POLICY47 CAPITALIZATION48 DILUTION49 CORPORATE HISTORY AND STRUC
86、TURE50 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS52 INDUSTRY65 BUSINESS76 REGULATIONS88 MANAGEMENT101 PRINCIPAL SHAREHOLDERS105 RELATED PARTY TRANSACTIONS107 DESCRIPTION OF SHARE CAPITAL109 SHARES ELIGIBLE FOR FUTURE SALE126 MATERIAL INCOME TAX CONSIDERATION
87、127 UNDERWRITING134 EXPENSES RELATING TO THIS OFFERING141 LEGAL MATTERS141 EXPERTS141 WHERE YOU CAN FIND ADDITIONAL INFORMATION141 INDEX TO FINANCIAL STATEMENTSF-1 ABOUT THIS PROSPECTUS We and the underwriters have not authorized anyone to provide any information or to make any representations other
88、 than those contained in this prospectusor in any free writing prospectuses prepared by us or on our behalf or to which we have referred you.We take no responsibility for and can provide noassurance as to the reliability of,any other information that others may give you.This prospectus is an offer t
89、o sell only the Ordinary Shares offered hereby,but only under circumstances and in jurisdictions where it is lawful to do so.We are not making an offer to sell these securities in any jurisdiction where theoffer or sale is not permitted or where the person making the offer or sale is not qualified t
90、o do so or to any person to whom it is not permitted to make suchoffer or sale.For the avoidance of doubt,no offer or invitation to subscribe for Ordinary Shares is made to the public in the Cayman Islands.The informationcontained in this prospectus is current only as of the date on the front cover
91、of the prospectus.Our business,financial condition,results of operations,andprospects may have changed since that date.Neither we nor the underwriters have taken any action to permit a public offering of the Ordinary Shares outside the United States or to permit the possessionor distribution of this
92、 prospectus or any filed free-writing prospectus outside the United States.Persons outside the United States who come into possessionof this prospectus or any filed free writing prospectus must inform themselves about,and observe any restrictions relating to,the offering of the OrdinaryShares and th
93、e distribution of this prospectus or any filed free-writing prospectus outside the United States.CONVENTIONS THAT APPLY TO THIS PROSPECTUS Unless otherwise indicated or the context requires otherwise,references in this prospectus to:“China”or the“PRC”are to the Peoples Republic of China;“Hong Kong”a
94、re to the Hong Kong Special Administrative Region of the Peoples Republic of China;“R&D”are to research and development;“Renminbi”or“RMB”are to the legal currency of China;“shares,”“Shares,”or“Ordinary Shares”are to the ordinary shares of Semidux Cayman,par value$0.01 per share;and “U.S.dollars,”“$,
95、”or“dollars”are to the legal currency of the United States.Unless the context indicates otherwise,all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.Our business is conducted by the Operating Entity using RMB.Our consolidated financial statement
96、s are presented in U.S.dollars.In this prospectus,werefer to assets,obligations,commitments,and liabilities in our consolidated financial statements in U.S.dollars.These dollar references are based on theexchange rate of RMB to U.S.dollars,determined as of a specific date or for a specific period.Ch
97、anges in the exchange rate will affect the amount of ourobligations and the value of our assets in terms of U.S.dollars which may result in an increase or decrease in the amount of our obligations(expressed indollars)and the value of our assets,including accounts receivable(expressed in dollars).1 P
98、ROSPECTUS SUMMARY The following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed information and financial statements includedelsewhere in this prospectus.In addition to this summary,we urge you to read the entire prospectus carefully,especially the ri
99、sks of investing in our OrdinaryShares,discussed under“Risk Factors,”before deciding whether to buy our Ordinary Shares.Our Corporate Structure We are a holding company incorporated in the Cayman Islands and not a Chinese operating company.As a result,we conduct a substantial majority of ouroperatio
100、ns through the Operating Entity established in the PRC.The Ordinary Shares offered in this prospectus are shares of the Cayman Islands holdingcompany instead of shares of the Operating Entity in the PRC.Holders of our Ordinary Shares do not directly own any equity interests in the OperatingEntity,bu
101、t will instead own shares of a Cayman Islands holding company.The Chinese regulatory authorities could disallow our corporate structure,whichwould likely result in a material change in our operations and/or a material change in the value of our Ordinary Shares,including that it could cause the value
102、of our Ordinary Shares to significantly decline or become worthless.See“Risk FactorsRisks Relating to Doing Business in the PRCChinese regulatoryauthorities could disallow our holding company structure,which may result in a material change in our operations and/or a material change in the value ofth
103、e securities we are registering for sale,including that it could cause the value of such securities to significantly decline or become worthless.”The following diagram illustrates our corporate structure as of the date of this prospectus and upon the completion of this offering,assuming the sales of
104、 allof the Ordinary Shares we are offering at an assumed public offering price of$per share.For more details on our corporate history,please refer to“Corporate History and Structure.”2 Notes:all percentages reflect the equity interests held by each of our shareholders.(1)Represents 301,361 Ordinary
105、Shares indirectly held by Wencan Wang,the 100%beneficial owner of Renekton Holding Limited,as of the date of thisprospectus.(2)Represents 138,652 Ordinary Shares indirectly held by Zhiwen Shen,the 100%beneficial owner of Aixpower Holding Limited,as of the date of thisprospectus.(3)Represents64,578 O
106、rdinary Shares indirectly held by Zhe Sun,the 100%beneficial owner of Mefis Holding Limited,as of the date of thisprospectus.(4)Represents 50,226 Ordinary Shares indirectly held by Peifeng Kang,the 100%beneficial owner of Lucky House Holding Limited,as of the date ofthis prospectus.(5)Represents an
107、aggregate of 445,183 Ordinary Shares held by 15 shareholders,each one of which holds less than 5%of our Ordinary Shares,as of thedate of this prospectus.We are subject to certain legal and operational risks associated with the business operations of the PRC subsidiaries being based in China,which co
108、uld causethe value of our securities to significantly decline or become worthless.Applicable PRC laws and regulations governing such current business operations aresometimes vague and uncertain,and as a result these risks may result in material changes in the operations of the PRC subsidiaries,signi
109、ficant depreciationof the value of our Ordinary Shares,or a complete hindrance of our ability to offer,or continue to offer,our securities to investors.Recently,the PRCgovernment adopted a series of regulatory actions and issued statements to regulate business operations in China with little advance
110、 notice,includingcracking down on illegal activities in the securities market,adopting new measures to extend the scope of cybersecurity reviews,and expanding the efforts inanti-monopoly enforcement.As of the date of this prospectus,neither we nor our subsidiaries have been involved in any investiga
111、tions on cybersecurityreview initiated by any PRC regulatory authority,nor has any of them received any inquiry,notice,or sanction related to cybersecurity review under theCybersecurity Review Measures.On December 28,2021,13 governmental departments of the PRC,including the CAC,issued the Cybersecur
112、ity ReviewMeasures,which became effective on February 15,2022.As confirmed by our PRC counsel,Dacheng,we are not subject to cybersecurity review or networkdata security review by the CAC under the Cybersecurity Review Measures or if the Security Administration Draft is enacted as proposed,because ne
113、itherShenzhen Semimeta nor the Operating Entity is a CIIO or online platform operator with personal information of more than one million users.See“RiskFactorsRisks Relating to Doing Business in the PRCRecent greater oversight by the CAC over data security,particularly for companies seeking to liston
114、 a foreign exchange,could adversely impact the PRC subsidiaries business and our offering.”On February 17,2023,the CSRC promulgated the TrialMeasures and five supporting guidelines,which came into effect on March 31,2023(Beijing Time).Pursuant to the Trial Measures,we are required to filewith the CS
115、RC within three working days following the submission of an initial public offering or listing application.See“Risk FactorsRisks Relating toDoing Business in the PRCThe Opinions,the Trial Measures,and the revised Provisions recently issued by PRC authorities subject us to additionalcompliance requir
116、ements.”As of the date of this prospectus,neither we nor our subsidiaries have received any inquiry,notice,warning,or sanctionsregarding our overseas listing from the CSRC or any other PRC governmental authorities.Since these statements and regulatory actions are newly published,however,official gui
117、dance and related implementation rules have not been issued.It is highly uncertain what the potential impact such modified or new lawsand regulations will have on the daily business operations of our subsidiaries,our ability to accept foreign investments,and our listing on a U.S.exchange.The SCNPC o
118、r PRC regulatory authorities may in the future promulgate laws,regulations,or implementing rules that require us and our subsidiaries toobtain regulatory approval from Chinese authorities for listing in the U.S.If we do not receive or maintain the approval,or inadvertently conclude that suchapproval
119、 is not required,or applicable laws,regulations,or interpretations change such that we are required to obtain approval in the future,we may besubject to an investigation by competent regulators,fines or penalties,or an order prohibiting us from conducting an offering,and these risks could result in
120、amaterial adverse change in our operations and the value of our Ordinary Shares,significantly limit or completely hinder our ability to offer or continue tooffer securities to investors,or cause such securities to significantly decline in value or become worthless.3 The same legal and operational ri
121、sks associated with operations in China also apply to operations in Hong Kong.Hong Kong was established as a specialadministrative region of the PRC in accordance with Article 31 of the Constitution of the PRC.The Basic Law was adopted and promulgated on April 4,1990 and became effective on July 1,1
122、997,when the PRC resumed the exercise of sovereignty over Hong Kong.Pursuant to the Basic Law,Hong Kong isauthorized by the National Peoples Congress of the PRC to exercise a high degree of autonomy and enjoy executive,legislative,and independent judicialpower,under the principle of“one country,two
123、systems,”and the PRC laws and regulations shall not be applied in Hong Kong except for those listed inAnnex III of the Basic Law(which is confined to laws relating to national defense,foreign affairs,and other matters that are not within the scope ofautonomy).However,there is no assurance that there
124、 will not be any changes in the economic,political,and legal environment in Hong Kong in the future.Due to the uncertainty of the PRC legal system and changes in laws,regulations,or policies,the Basic Law may be revised in the future and thus we mayface the same legal and operational risks associate
125、d with operating in the PRC.If there is a significant change to current political arrangements betweenmainland China and Hong Kong,or if the applicable laws,regulations,or interpretations change,our Hong Kong subsidiaries,which include HongkongSemidux and Delos HK,may become subject to PRC laws or a
126、uthorities.As a result,our Hong Kong subsidiaries could incur material costs to ensurecompliance,be subject to fines,experience devaluation of securities or delisting,no longer conduct offerings to foreign investors,and no longer be permittedto continue their current business operations.The main leg
127、islation in Hong Kong concerning data security is the PDPO,which regulates the collection,usage,storage,and transfer of personal data and imposes a statutory duty on data users to comply with the six data protection principles contained therein.As of thedate of this prospectus,we and each of our Hon
128、g Kong subsidiaries have complied with the laws and requirements in respect of data security in Hong Kong.However,the laws on cybersecurity and data privacy are constantly evolving and can be subject to varying interpretations,resulting in uncertainties about thescope of our responsibilities in that
129、 regard.Failure to comply with the cybersecurity and data privacy requirements in a timely manner,or at all,may subjectus or our Hong Kong subsidiaries to consequences,including government enforcement actions and investigations,fines,penalties,and suspension ordisruption of our Hong Kong subsidiarie
130、s operations.In addition,the Competition Ordinance(Cap.619 of the Laws of Hong Kong)prohibits and detersundertakings in all sectors from adopting anti-competitive conduct which has the object or effect of preventing,restricting,or distorting competition in HongKong.It provides for general prohibitio
131、ns in three major areas of anti-competitive conduct described as the first conduct rule,the second conduct rule,andthe merger rule.As of the date of this prospectus,we and our Hong Kong subsidiaries have complied with all three areas of anti-competition laws andrequirements in Hong Kong.Neither the
132、data security nor antimonopoly laws and regulations in Hong Kong restrict our ability to accept foreign investmentor impose limitations on our ability to list on any U.S.stock exchange.See“Risk FactorsRisks Relating to Doing Business in the PRCSome of oursubsidiaries are subject to various evolving
133、Hong Kong laws and regulations regarding data security or antimonopoly,which could subject them togovernment enforcement actions and investigations,fines,penalties,and suspension or disruption of their operations.”In addition,our Ordinary Shares may be prohibited from trading on a national exchange
134、under the HFCA Act if the PCAOB is unable to inspect our auditorsfor three consecutive years beginning in 2022.On June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act,andon December 29,2022,the Consolidated Appropriations Act was signed into law by President
135、Biden,which contained,among other things,an identicalprovision to Accelerating Holding Foreign Companies Accountable Act,which reduces the number of consecutive non-inspection years required fortriggering the prohibitions under the HFCA Act from three years to two.On December 16,2021,the PCAOB issue
136、d a report on its determinations that it isunable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong,because ofpositions taken by PRC authorities in those jurisdictions.Our auditor is headquartered in Sugar Land,Texas,and ha
137、s been inspected by the PCAOB on aregular basis,with the last inspection in 2022.The PCAOB currently has access to inspect the working papers of our auditor and our auditor is not subject tothe determinations announced by the PCAOB on December 16,2021.If trading in our Ordinary Shares is prohibited
138、under the HFCA Act in the futurebecause the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time,Nasdaq may determine to delist our OrdinaryShares.On August 26,2022,the CSRC,the MOF,and the PCAOB signed the Protocol,governing inspections and investigations of
139、accounting firms basedin mainland China and Hong Kong,taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firmsheadquartered in mainland China and Hong Kong.Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC,the
140、PCAOB shall haveindependent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.OnDecember 15,2022,the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered p
141、ublicaccounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.However,should PRCauthorities obstruct or otherwise fail to facilitate the PCAOBs access in the future,the PCAOB Board will consider the need to issue a new determinati
142、on.See“Risk FactorsRisks Relating to Doing Business in the PRCRecent joint statement by the SEC and the PCAOB,rule changes by Nasdaq,and theHFCA Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors,espec
143、ially the non-U.S.auditors who are not inspected by the PCAOB.These developments could add uncertainties to our continued listing or futureofferings of our securities in the U.S.”Business Overview We are a holding company incorporated in the Cayman Islands and not a Chinese operating company.As a ho
144、lding company with no material operation ofour own,we conduct our operations through the Operating Entity in China.The Operating Entity is a provider of products and services related to the metaverse computing infrastructure.The Operating Entitys offerings encompasschips,customized servers and cloud
145、 gaming terminals,as well as computing resource optimization software,technical and maintenance services,and serverrentals,which cater to the evolving needs of the metaverse industry.See“BusinessProducts and Services.”4 The Operating Entitys vision from inception has been to provide products coverin
146、g the entire value chain of metaverse computing infrastructure industry,which includes upstream chips,midstream customized servers,and downstream cloud gaming terminals.Initially,the Operating Entity focused oncustomized servers due to limited funding,but as it obtained more funding,the Operating En
147、tity has expanded its product line to include both upstream chipsand downstream cloud gaming terminals.Upstream chips define the functions and performance of midstream and downstream products.Midstream server products provide computing power output,while downstream cloud gaming terminal products cat
148、er to a broader range of end users and provide feedback data for optimizing the upstream products.Moreover,the functioning of cloud gaming terminals relies on support from server computing power.See“Growth StrategiesInvest in BusinessExpansion.”Therefore,we believe the sale of cloud gaming terminals
149、 will stimulate server sales,thus establishing a closed-loop industrial chain.The Operating Entity has developed its own optimization software,including the MAIJIE Centralized Control Management System(the“MAIJIE System”),a system for operation,maintenance,and remote monitoring of servers,and the MA
150、IJIE OS System(the“MAIJIE OS System”),a system to integrate andconfigure operating environments for different application scenarios as needed by customers.See“BusinessProducts and ServicesOptimizationSoftware.”The Operating Entitys strong commitment to advanced research and development enables it to
151、 continuously innovate and create customized computingpower chips with high performance and power ratio at reasonable cost.The Operating Entity completed the tape-out of the Fan Xing 1.0 chip inFebruary 2023.The Operating Entity will continue to devote significant resources to designing and tailorin
152、g its chips for use in multiple applicationscenarios,such as high-end cloud gaming,GPU rendering,cloud desktop,cloud workstation,cloud supercomputing,and other application scenarios.Our total revenue increased from$3.6 million for the six months ended September 30,2022 to$16.1 million for the six mo
153、nths ended September 30,2023,and decreased from$21.6 million for the fiscal year ended March 31,2022 to$9.5 million for the fiscal year ended March 31,2023.We recognized netincome of$1.0 million for the six months ended September 30,2023,net income of$6.7 million for the fiscal year ended March 31,2
154、022,and a net loss of$0.8 million for the fiscal year ended March 31,2023.Competitive Strengths We believe that the following strengths contribute to the Operating Entitys success and differentiate it from its competitors:integrated R&D and market development teams that can rapidly respond to market
155、 demands;technology advantages based on strong intellectual property rights;and a product portfolio with a closed-loop industrial chain to capture market growth potential.Growth Strategies We intend to grow the Operating Entitys business using the following key strategies:attract and retain a talent
156、ed and professional workforce;selectively pursue international expansion;strengthen and expand the application of the operating entitys products;and invest in business expansion.Corporate Information Our principal executive offices are located at Room 1802,18/F,Yuemeite Building,No.1 Gaoxin Avenue 7
157、 South,Shenzhen High-tech Industrial Park(South),Nanshan District,Shenzhen,the Peoples Republic of China and our phone number is+86-.Our registered office in the CaymanIslands is located at the Office of Sertus Incorporation(Cayman)Limited,Sertus Chambers,Governors Square,Suite#5-204,23
158、 Lime Tree Bay Avenue,P.O.Box 2547,Grand Cayman,KY1-1104,Cayman Islands,and the phone number of our registered office is+1(345)745-5100.We maintain a corporatewebsite at .The information contained in,or accessible from,our website or any other website does not constitute a part of thisprospectus.Our
159、 agent for service of process in the United States is Cogency Global Inc.,located at 122 East 42nd Street,18th Floor,New York,NY 10168.5 Summary of Risk Factors Investing in our Ordinary Shares involves significant risks.You should carefully consider all of the information in this prospectus before
160、making aninvestment in our Ordinary Shares.Below please find a summary of the principal risks we face,organized under relevant headings.These risks are discussedmore fully in the section titled“Risk Factors.”Risks Relating to Doing Business in the PRC(for a more detailed discussion,see“Risk FactorsR
161、isks Relating to Doing Business in the PRC”beginning onpage 17 of this prospectus)We face risks and uncertainties relating to doing business in the PRC in general,including,but not limited to,the following:changes in Chinas economic,political,or social conditions or government policies could have a
162、material adverse effect on our PRC subsidiariesbusiness and operations(see page 17 of this prospectus);uncertainties in the interpretation and enforcement of PRC laws and regulations and changes in policies,rules,and regulations in China,which maybe quick with little advance notice,could limit the l
163、egal protection available to you and us(see page 17 of this prospectus);you may experience difficulties in effecting service of legal process,enforcing foreign judgments,or bringing actions in China against us or ourmanagement named in this prospectus based on foreign laws.It may also be difficult f
164、or you or overseas regulators to conduct investigations orcollect evidence within China(see page 18 of this prospectus);given the Chinese governments significant oversight and discretion over the conduct of the PRC subsidiaries business,the Chinese governmentmay intervene or influence their operatio
165、ns at any time,which could result in a material change in the PRC subsidiaries operations and/or the valueof our Ordinary Shares(see page 18 of this prospectus);any actions by the Chinese government,including any decision to intervene or influence the operations of the PRC subsidiaries or to exert c
166、ontrolover any offering of securities conducted overseas and/or foreign investment in China-based issuers,may cause us to make material changes to theoperations of the PRC subsidiaries,may limit or completely hinder our ability to offer or continue to offer securities to investors,and may cause thev
167、alue of such securities to significantly decline or be worthless(see page 19 of this prospectus);recent greater oversight by the CAC over data security,particularly for companies seeking to list on a foreign exchange,could adversely impact thePRC subsidiaries business and our offering(see page 20 of
168、 this prospectus);the Opinions,the Trial Measures,and the revised Provisions recently issued by PRC authorities subject us to additional compliance requirements(see page 20 of this prospectus);recent joint statement by the SEC and the PCAOB,rule changes by Nasdaq,and the Holding Foreign Companies Ac
169、countable Act all call foradditional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors,especially thenon-U.S.auditors who are not inspected by the PCAOB.These developments could add uncertainties to our continued listing or futu
170、re offerings ofour securities in the U.S.(see page 21 of this prospectus);to the extent cash or assets in the business are in the PRC/Hong Kong or a PRC/Hong Kong entity,the funds or assets may not be available to fundoperations or for other use outside of the PRC/Hong Kong due to interventions in o
171、r the imposition of restrictions and limitations on the ability ofour Company or our subsidiaries by the PRC government to transfer cash or assets(see page 22 of this prospectus);increases in labor costs in the PRC may adversely affect the Operating Entitys business and profitability(see page 23 of
172、this prospectus);PRC regulations relating to offshore investment activities by PRC residents may subject our PRC resident beneficial owners or the PRC subsidiariesto liability or penalties,limit our ability to inject capital into the PRC subsidiaries,limit the PRC subsidiaries ability to increase th
173、eir registeredcapital or distribute profits to us,or may otherwise adversely affect us(see page 24 of this prospectus);6 PRC regulation of parent/subsidiary loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from usingthe proceeds of offshore offerings
174、to make loans or additional capital contributions to the PRC subsidiaries,which could materially and adverselyaffect their liquidity and their ability to fund and expand their business(see page 24 of this prospectus);fluctuations in exchange rates could have a material and adverse effect on our resu
175、lts of operations and the value of your investment(see page 25 ofthis prospectus);under the PRC Enterprise Income Tax Law,we may be classified as a PRC“resident enterprise”for PRC enterprise income tax purposes.Suchclassification would likely result in unfavorable tax consequences to us and our non-
176、PRC shareholders and have a material adverse effect on ourresults of operations and the value of your investment(see page 26 of this prospectus);we face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies(see page26 of thi
177、s prospectus);the PRC subsidiaries are subject to restrictions on paying dividends or making other payments to us,which may have a material adverse effect onour ability to conduct our business(see page 27 of this prospectus);governmental control of currency conversion may affect the value of your in
178、vestment and our payment of dividends(see page 27 of thisprospectus);there are significant uncertainties under the EIT Law relating to the withholding tax liabilities of the PRC subsidiaries,and dividends payable by ourPRC subsidiaries to our offshore subsidiaries may not qualify to enjoy certain tr
179、eaty benefits(see page 28 of this prospectus);if we become directly subject to the scrutiny,criticism,and negative publicity involving U.S.-listed Chinese companies,we may have to expendsignificant resources to investigate and resolve the matter which could harm our business operations,stock price,a
180、nd reputation(see page 28 of thisprospectus);the approval of the CSRC may be required in connection with this offering under a regulation adopted in August 2006,and,if required,we cannotassure you that we will be able to obtain such approval,in which case we may face sanctions by the CSRC or other P
181、RC regulatory agencies forfailure to seek the CSRC approval for this offering under such regulation(see page 29 of this prospectus);the M&A Rules and certain other PRC regulations establish complex procedures for certain acquisitions of Chinese companies by foreign investors,which could make it more
182、 difficult for us to pursue growth through acquisitions in China(see page 29 of this prospectus);and Chinese regulatory authorities could disallow our holding company structure,which may result in a material change in our operations and/or amaterial change in the value of the securities we are regis
183、tering for sale,including that it could cause the value of such securities to significantlydecline or become worthless(see page 30 of this prospectus).Risks Relating to Our Business and Industry(for a more detailed discussion,see“Risk FactorsRisks Related to Our Business”beginning on page 31 ofthis
184、prospectus)Risks and uncertainties related to our business include,but are not limited to,the following:the market for the Operating Entitys products is developing and may not develop as we expect(see page 31 of this prospectus);the Operating Entitys operating results may fluctuate significantly,whi
185、ch makes its future operating results difficult to predict and could cause itsoperating results to fall below our expectations or guidance(see page 31 of this prospectus);the Operating Entitys products are subject to competition,including competition from established competitors and new market entra
186、nts(see page31 of this prospectus);7 new entrants and the exiting competitors in the Operating Entitys markets may harm its competitive position(see page 32 of this prospectus);if we are unable to manage our growth and expand our operations successfully,our business and operating results will be har
187、med and our reputationmay be damaged(see page 32 of this prospectus);our future success depends on the Operating Entitys ability to develop and successfully introduce new and enhanced products that meet the needs ofits customers(see page 32 of this prospectus);if the Operating Entity fails to achiev
188、e design wins for its products,its business will be harmed(see page 33 of this prospectus);if we cannot retain,attract,and motivate key personnel,we may be unable to effectively implement our business plan(see page 33 of thisprospectus);if the Operating Entity is unable to protect its proprietary de
189、sign and intellectual property rights,its competitive position could be harmed or it couldbe required to incur significant expenses to enforce its rights(see page 33 of this prospectus);if the Operating Entity sustains cyber-attacks or other privacy or data security incidents that result in security
190、 breaches,it could be subject toincreased costs,liabilities,reputational harm,or other negative consequences.(see page 34 of this prospectus);the Operating Entitys failure to conduct research and development could render our technologies obsolete and may adversely affect its business,financial condi
191、tion,and results of operations(see page 35 of this prospectus);and the Operating Entitys current insurance policies may not provide adequate levels of coverage against all claims and it may incur losses that are notcovered by its insurance(see page 37 of this prospectus).Risks Relating to this Offer
192、ing and the Trading Market(for a more detailed discussion,see“Risk FactorsRisks Relating to this Offering and the TradingMarket”beginning on page 37 of this prospectus)In addition to the risks described above,we are subject to general risks and uncertainties relating to this offering and the trading
193、 market,including,but notlimited to,the following:there has been no public market for our Ordinary Shares prior to this offering,and you may not be able to resell our Ordinary Shares at or above theprice you pay for them,or at all(see page 37 of this prospectus);the initial public offering price for
194、 our Ordinary Shares may not be indicative of prices that will prevail in the trading market and such market pricesmay be volatile(see page 37 of this prospectus);you will experience immediate and substantial dilution in the net tangible book value of Ordinary Shares purchased(see page 37 of this pr
195、ospectus);if we fail to implement and maintain an effective system of internal controls or fail to remediate the material weaknesses in our internal control overfinancial reporting that have been identified,we may fail to meet our reporting obligations or be unable to accurately report our results o
196、f operationsor prevent fraud,and investor confidence and the market price of our Ordinary Shares may be materially and adversely affected(see page 38 of thisprospectus);we will incur substantial increased costs as a result of being a public company(see page 38 of this prospectus);substantial future
197、sales of our Ordinary Shares or the anticipation of future sales of our Ordinary Shares in the public market could cause the price ofour Ordinary Shares to decline(see page 39 of this prospectus);we do not intend to pay dividends for the foreseeable future(see page 39 of this prospectus);8 if securi
198、ties or industry analysts do not publish research or reports about our business,or if they publish a negative report regarding our OrdinaryShares,the price of our Ordinary Shares and trading volume could decline(see page 39 of this prospectus);the market price of our Ordinary Shares may be volatile
199、or may decline regardless of our operating performance,and you may not be able to resellyour shares at or above the initial public offering price(see page 39 of this prospectus);the price of our Ordinary Shares could be subject to rapid and substantial volatility(see page 40 of this prospectus);our
200、management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may not enhance ourresults of operations or the price of our Ordinary Shares(see page 40 of this prospectus);if we cease to qualify as a foreign private issuer,we would be required
201、to comply fully with the reporting requirements of the Exchange Actapplicable to U.S.domestic issuers,and we would incur significant additional legal,accounting and other expenses that we would not incur as aforeign private issuer(see page 41 of this prospectus);because we are a foreign private issu
202、er and intend to take advantage of exemptions from certain Nasdaq corporate governance standards applicableto U.S.issuers,you will have less protection than you would have if we were a domestic issuer(see page 41 of this prospectus);and if we cannot continue to satisfy the listing requirements and o
203、ther rules of Nasdaq,our securities may be delisted,which could negatively impact theprice of our securities and your ability to sell them(see page 41 of this prospectus).COVID-19 Impact The COVID-19 pandemic led governments across the globe to impose a series of measures intended to contain its spr
204、ead,including border closures,travelbans,quarantine measures,social distancing,and restrictions on business operations and large gatherings.From 2020 to the middle of 2022,COVID-19vaccination programs were greatly promoted around the globe,but several types of COVID-19 variants emerged in different
205、parts of the world and causedtemporary lockdowns.Restrictions were re-imposed from time to time in certain cities to combat sporadic outbreaks of COVID-19 in the PRC.For example,in early 2022,the Omicron variant of COVID-19 was identified in China,especially in Shenzhen,Shanghai,Jilin Province,and B
206、eijing,where strictlockdowns were imposed.Due to the rapidly expanding nature of COVID-19 pandemic,and because substantially all of the Operating Entitys business operations and workforce areconcentrated in the PRC,the COVID-19 pandemic adversely affected the Operating Entitys business,results of op
207、erations,and financial condition in 2022.See“Managements Discussion and Analysis of Financial Condition and Results of OperationsCOVID-19 Pandemic Affecting Our Results of Operations.”However,in December 2022,the Chinese government unveiled a series of new COVID-related policies to loosen its zero-C
208、OVID policy,and uplifted theexisting prevention and control measures that were in place for the COVID-19 pandemic.On December 26,2022,Chinas National Health Commissionannounced that the COVID-19 infections would not be subject to the prevention and control measures of a Class A infectious disease,wh
209、ich means thatCOVID-19 infections would no longer be included in the administration of quarantinable infectious diseases.Starting from January 8,2023,among otherchanges,China no longer conducts nucleic acid tests and centralized quarantine for all inbound travelers,and measures to control the number
210、 of internationalpassenger flights have been lifted.We do not currently expect the COVID-19 pandemic to significantly impact the Operating Entitys operation results for thefiscal year ending March 31,2024.Nevertheless,there remain uncertainties surrounding the breadth and duration of general busines
211、s disruptions related tothe COVID-19 pandemic,as well as its impact on the Chinese economy.Given the dynamic nature of these circumstances,should there be resurgence ofCOVID-19 cases globally and should the Chinese government implement new restrictions to contain the spread,the Operating Entitys bus
212、iness would benegatively impacted.9 Permissions or Approval Required from the PRC Authorities for Our Operating and Offering Our PRC legal counsel,Dacheng,has advised us that,in order to operate our business activities as currently conducted in China,the PRC subsidiaries arerequired to obtain busine
213、ss licenses from the State Administration for Market Regulation(“SAMR”).As of the date of this prospectus,as confirmed byDacheng,our PRC legal counsel each of our PRC subsidiaries has obtained a valid business license from the SAMR and no application for any such licensehas been denied.However,it is
214、 uncertain whether we or our PRC subsidiaries will be required to obtain additional approvals,licenses,or permits inconnection with our business operations pursuant to evolving PRC laws and regulations,and whether we would be able to obtain and renew such approvalson a timely basis or at all.Failing
215、 to do so could result in a material change in our operations,and the value of our Ordinary Shares could depreciatesignificantly or become worthless.As of the date of this prospectus,our PRC legal counsel,Dacheng,has advised us that neither we nor any of the PRCsubsidiaries(1)is subject to approval
216、requirements from the CSRC,the CAC,or any other entity to approve our operations,and(2)has been denied suchpermissions by any PRC authorities.However,the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the“Opinions on
217、 Severely Cracking Down on Illegal Securities Activities According to Law,”or the“Opinions,”which were made available to the public onJuly 6,2021.The Opinions emphasized the need to strengthen the administration over illegal securities activities and the need to strengthen the supervisionover overse
218、as listings by Chinese companies.These opinions proposed to take effective measures,such as promoting the construction of relevant regulatorysystems,to deal with the risks and incidents facing China-concept overseas-listed companies and the demand for cybersecurity and data privacy protection.On Feb
219、ruary 17,2023,the CSRC promulgated the Trial Measures and five supporting guidelines,which came into effective on March 31,2023(BeijingTime).Pursuant to the Trial Measures,domestic companies that seek to offer or list securities overseas,both directly and indirectly,shall complete filingprocedures w
220、ith the CSRC pursuant to the requirements of the Trial Measures within three working days following its submission of initial public offeringsor listing application.If a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content in itsf
221、iling documents,such domestic company may be subject to administrative penalties,such as an order to rectify,warnings,fines,and its controllingshareholders,actual controllers,the person directly in charge and other directly liable persons may also be subject to administrative penalties,such aswarnin
222、gs and fines.Based on the foregoing,we are required to file with the CSRC for this offering pursuant to the Trial Measures within three working daysfollowing our submission of an initial public offering or listing application.On June 9,2023,we filed with the CSRC for this offering.On August 21,2023,
223、we received an inquiry from the CSRC regarding this offering,and we submitted our responses to the CSRC on October 10,2023,December 15,2023,andDecember 29,2023.On January 10,2024,we received another inquiry from the CSRC regarding this offering,and we submitted our response to the CSRCon January 23,
224、2024.See“RegulationsRegulations Relating to Overseas Listing”and“Risk FactorsThe Opinions,the Trial Measures,and the revisedProvisions recently issued by PRC authorities subject us to additional compliance requirements.”On February 24,2023,the CSRC,together with the MOF,the National Administration o
225、f State Secrets Protection,and the National Archives Administrationof China,revised the Provisions on Strengthening Confidentiality and Archives Administration for Overseas Securities Offering and Listing,which wereissued by the CSRC and National Administration of State Secrets Protection and Nation
226、al Archives Administration of China in 2009,or the“Provisions.”Therevised Provisions were issued under the title the“Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offeringand Listing by Domestic Companies,”and came into effect on March 31,2023 togethe
227、r with the Trial Measures.One of the major revisions to the revisedProvisions is expanding their application to cover indirect overseas offering and listing,as is consistent with the Trial Measures.The revised Provisionsrequire that,among other things,(a)a domestic company that plans to,either direc
228、tly or indirectly through its overseas listed entity,publicly disclose orprovide to relevant individuals or entities,including securities companies,securities service providers,and overseas regulators,any documents and materialsthat contain state secrets or working secrets of government agencies,sha
229、ll first obtain approval from competent authorities according to law,and file with thesecrecy administrative department at the same level;and(b)a domestic company that plans to,either directly or indirectly through its overseas listed entity,publicly disclose or provide to relevant individuals and e
230、ntities,including securities companies,securities service providers,and overseas regulators,anyother documents and materials that,if leaked,will be detrimental to national security or public interest,shall strictly fulfill relevant procedures stipulated byapplicable national regulations.Any failure
231、or perceived failure by our Company,or our PRC subsidiaries to comply with the above confidentiality andarchives administration requirements under the revised Provisions and other PRC laws and regulations may result in the relevant entities being held legallyliable by competent authorities,and refer
232、red to the judicial organ to be investigated for criminal liability if suspected of committing a crime.As there are still uncertainties regarding the interpretation and implementation of such regulatory guidance,we cannot assure you that we will be able tocomply with new regulatory requirements rela
233、ting to our listing on Nasdaq and our future overseas capital-raising activities and we may become subject tomore stringent requirements with respect to matters such as cross-border investigation,data privacy,and enforcement of legal claims.See“Risk FactorsRisks Relating to Doing Business in the PRC
234、The Opinions,the Trial Measures,and the revised Provisions recently issued by PRC authorities subject us toadditional compliance requirements.”10 Notwithstanding the foregoing,as of the date of this prospectus,we have not received any inquiry,notice,warning,sanction,or any regulatory objection tothi
235、s offering from the CSRC,the CAC,or any other PRC authorities that have jurisdiction over our operations.The Cybersecurity Review Measures,which became effective on February 15,2022,provide that,in addition to CIIOs that intend to purchase Internetproducts and services,online platform operators enga
236、ging in data processing activities that affect or may affect national security must be subject tocybersecurity review by the Cybersecurity Review Office of the PRC.According to the Cybersecurity Review Measures,a cybersecurity review assessespotential national security risks that may be brought abou
237、t by any procurement,data processing,or overseas listing.The Cybersecurity Review Measuresfurther require that CIIOs and data processing operators that possess personal data of at least one million users must apply for a review by the CybersecurityReview Office of the PRC before conducting listings
238、in foreign countries.As of the date of this prospectus,we have not received any notice from anyauthorities identifying any of our PRC subsidiaries as a CIIO or requiring us to go through cybersecurity review or network data security review by the CAC.As confirmed by our PRC counsel,Dacheng,we are no
239、t subject to cybersecurity review or network data security review by the CAC under the CybersecurityReview Measures or if the Security Administration Draft is enacted as proposed,because our PRC subsidiaries are not CIIOs or online platform operatorswith personal information of more than one million
240、 users.There remains uncertainty,however,as to how the Cybersecurity Review Measures will beinterpreted or implemented and whether the PRC over data security,particularly for companies seeking to list on a foreign exchange,could adversely impactour PRC subsidiaries business and our offering.To opera
241、te business activities in Hong Kong,every company must register its business with the Business Registration Office of the Inland RevenueDepartment in Hong Kong and make an application for business registration within one month of commencement of business.Any person who fails tocomply is subject to a
242、 maximum fine of HK$5,000 and one year of imprisonment.As of the date of this prospectus,each of our Hong Kong subsidiaries hasobtained a valid business registration certificate.There is no statutory or mandatory permission or regulatory approval required for the provision ofcustomized servers and a
243、ncillary software and services in Hong Kong.As of the date of this prospectus,neither we nor our Hong Kong subsidiaries arerequired to obtain(i)any permission or approval from Hong Kong authorities to offer the securities being registered to foreign investors outside Hong Kong,or(ii)any permission o
244、r approval from Hong Kong authorities to operate their business except for the aforementioned business registration certificates.However,it is uncertain whether we or our Hong Kong subsidiaries will be required to obtain additional permissions or approval from Hong Kong authoritiesto operate busines
245、s or offer securities to foreign investors in the future,and whether we would be able to obtain such permissions or approvals.If we areunable to obtain such permissions or approvals if required in the future because applicable laws,regulations,or interpretations change,or inadvertentlyconclude that
246、such permissions or approvals are not required,then the value of our Ordinary Shares may depreciate significantly or become worthless.Asset Transfers Between Our Company and Our Subsidiaries As of the date of this prospectus,no cash transfer or transfer of other assets has occurred between our Compa
247、ny and our subsidiaries.We have establishedcontrols and procedures for cash flows within our organization based on internal cash management policies established by our finance department,discussed,considered,and reviewed by the relevant departments in our Company,and approved by our Chairman of the
248、Board of Directors.Specifically,our financedepartment supervises cash management,following the instructions of our management.Our finance department is responsible for establishing our cashoperation plan and coordinating cash management matters among our subsidiaries and departments.Each subsidiary
249、and department initiate a cash request byputting forward a cash demand plan,which explains the specific amount and timing of cash requested,and submitting it to our finance department.Thefinance department reviews the cash demand plan and prepares a summary for the management of our Company.Manageme
250、nt examines and approves theallocation of cash based on the sources of cash and the priorities of the needs.Other than the above,we currently do not have other cash management policiesor procedures that dictate how funds are transferred.Dividends or Distributions Made to Our Company and U.S.Investor
251、s and Tax Consequences As of the date of this prospectus,none of our subsidiaries have made any dividends or distributions to our Company and our Company has not made anydividends or distributions to our shareholders.We intend to keep any future earnings to finance the expansion of our business,and
252、we do not anticipate thatany cash dividends will be paid in the foreseeable future.Subject to the passive foreign investment company(“PFIC”)rules,the gross amount ofdistributions we make to investors with respect to our Ordinary Shares(including the amount of any taxes withheld therefrom)will be tax
253、able as a dividend,to the extent that the distribution is paid out of our current or accumulated earnings and profits,as determined under U.S.federal income tax principles.11 Under the Cayman Islands law,a Cayman Islands company may pay a dividend on its shares out of either profit or share premium
254、amount,provided that inno circumstances may a dividend be paid out of share premium if this would result in the company being unable to pay its debts as they fall due in theordinary course of business.If we determine to pay dividends on any of our Ordinary Shares in the future,as a holding company,w
255、e will be dependent on receipt of funds from our HongKong subsidiary,Hongkong Semidux.However,as the PRC government imposes control over currency conversion,it has the authority to conduct exchangetransfer reviews,which may impose certain limitations on our ability to transfer cash between our Compa
256、ny,our subsidiaries,and our investors,primarilyreflected in the following aspects:(i)we are restricted from injecting capital or providing loans to our PRC subsidiaries,which may adversely affect theoperations of our PRC subsidiaries;(ii)our PRC subsidiaries may be restricted from paying dividends t
257、o us;and(iii)if we are unable to obtain dividendsfrom our PRC subsidiaries,it may adversely impact our dividends distribution to investors.See“Summary of Risk Factors,”“Risk FactorsRisks Relatingto Doing Business in the PRCPRC regulations relating to offshore investment activities by PRC residents m
258、ay subject our PRC resident beneficial ownersor our PRC subsidiaries to liability or penalties,limit our ability to inject capital into our PRC subsidiaries,limit our PRC subsidiaries ability to increasetheir registered capital or distribute profits to us,or may otherwise adversely affect us,”“Risk
259、Factors Risks Relating to Doing Business in the PRCPRCregulation of parent/subsidiary loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using the proceedsof offshore offerings to make loans or additional capital contributions to our PRC subsidiari
260、es,which could materially and adversely affect their liquidity andtheir ability to fund and expand their business,”and“Risk FactorsRisks Relating to Doing Business in the PRCGovernmental control of currencyconversion may affect the value of your investment and our payment of Dividends.”Further,to th
261、e extent cash or assets in the business are in the PRC/HongKong or a PRC/Hong Kong entity,the funds or assets may not be available to fund operations or for other use outside of the PRC/Hong Kong due tointerventions in or the imposition of restrictions and limitations on the ability of our Company o
262、r our subsidiaries by the PRC government to transfer cash orassets.There is no assurance the PRC government will not intervene in or impose restrictions on the ability of our Company or our subsidiaries to transfercash or assets.See“Risk FactorsRisks Relating to Doing Business in the PRCTo the exten
263、t cash or assets in the business are in the PRC/Hong Kong or aPRC/Hong Kong entity,the funds or assets may not be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in orthe imposition of restrictions and limitations on the ability of our Company or our s
264、ubsidiaries by the PRC government to transfer cash or assets.”Current PRC regulations permit Shenzhen Semimeta to pay dividends to Hongkong Semidux only out of its accumulated profits,if any,determined inaccordance with Chinese accounting standards and regulations.The PRC government also imposes con
265、trols on the conversion of RMB into foreigncurrencies and the remittance of currencies out of the PRC.For instance,the Circular on Promoting the Reform of Foreign Exchange Management andImproving Authenticity and Compliance Review,or“SAFE Circular 3,”issued on January 26,2017,provides that banks sha
266、ll,when dealing with dividendremittance transactions from a domestic enterprise to its offshore shareholders of more than$50,000,review the relevant board resolutions,original tax filingform,and audited financial statements of such domestic enterprise based on the principle of genuine transaction.Fu
267、rthermore,if Shenzhen Semimeta and itssubsidiary,Shenzhen Semidux,incur debt on their own in the future,the instruments governing the debt may restrict their ability to pay dividends or makeother payments.If we or our PRC subsidiaries are unable to receive all of the revenue from its operations,we m
268、ay be unable to pay dividends on ourOrdinary Shares.Cash dividends,if any,on our Ordinary Shares will be paid in U.S.dollars.Hongkong Semidux may be considered a non-resident enterprise for tax purposes,so that any dividends Shenzhen Semimeta pays to Hongkong Semidux may be regarded as China-sourced
269、 income and as a result may be subject to PRCwithholding tax at a rate of up to 10%.See“Material Income Tax ConsiderationPeoples Republic of China Enterprise Taxation in Mainland China.”In order for us to pay dividends to our shareholders,we will rely on payments receipt of funds from our Hong Kong
270、subsidiary,Hongkong Semidux,asdividends from our Hong Kong subsidiary.Hongkong Semidux will rely on payments made from Shenzhen Semimeta,which will in turn rely on paymentsmade from Shenzhen Semidux.Shenzhen Semidux will rely on its operating profit and payments from Delos HK as dividends.If Shenzhe
271、n Semimeta and itssubsidiaries,Shenzhen Semidux and Delos HK,incur debt on their own behalf in the future,the instruments governing the debt may restrict their ability topay dividends or make other distributions to us.12 Pursuant to the Arrangement between Mainland China and the Hong Kong Special Ad
272、ministrative Region for the Avoidance of Double Taxation and TaxEvasion on Income(the“Double Tax Avoidance Arrangement”),the 10%withholding tax rate may be lowered to 5%if a Hong Kong resident enterpriseowns no less than 25%of a PRC project.The 5%withholding tax rate,however,does not automatically a
273、pply and certain requirements must be satisfied,including without limitation that(a)the Hong Kong project must be the beneficial owner of the relevant dividends;and(b)the Hong Kong project mustdirectly hold no less than 25%share ownership in the PRC project during the 12 consecutive months preceding
274、 its receipt of the dividends.In currentpractice,a Hong Kong project must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5%lower PRC withholding tax rate.As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis,we cannot a
275、ssure you that we will be able to obtain the taxresident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5%under the Double Taxation Arrangementwith respect to any dividends paid by Shenzhen Semimeta to their immediate holding company,Hongkong
276、 Semidux.As of the date of this prospectus,wehave not applied for the tax resident certificate from the relevant Hong Kong tax authority.Hongkong Semidux intends to apply for the tax resident certificateif and when Shenzhen Semimeta plans to declare and pay dividends to Hongkong Semidux.See“Risk Fac
277、torsRisks Relating to Doing Business in thePRC There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our PRC subsidiary,and dividends payable by ourPRC subsidiaries to our offshore subsidiaries may not qualify to enjoy certain treaty benefits.”Implicati
278、ons of Being an“Emerging Growth Company”As a company with less than$1.235 billion in revenue during our last fiscal year,we qualify as an“emerging growth company”as defined in the JumpstartOur Business Startups Act of 2012,or the“JOBS Act.”An“emerging growth company”may take advantage of reduced rep
279、orting requirements that areotherwise applicable to larger public companies.In particular,as an emerging growth company,we:may present only two years of audited financial statements and only two years of related Managements Discussion and Analysis of FinancialCondition and Results of Operations;are
280、not required to provide a detailed narrative disclosure discussing our compensation principles,objectives and elements and analyzing how thoseelements fit with our principles and objectives,which is commonly referred to as“compensation discussion and analysis”;are not required to obtain an attestati
281、on and report from our auditors on our managements assessment of our internal control over financial reportingpursuant 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 re
282、ferred to as the“say-on-pay,”“say-on frequency,”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;are eligible to claim longer phase-in periods for the adoption of new or revised
283、financial accounting standards under 107 of the JOBS Act;and will not be required to conduct an evaluation of our internal control over financial reporting until our second annual report on Form 20-F followingthe effectiveness of our initial public offering.We intend to take advantage of the above-d
284、escribed reduced reporting requirements and exemptions,including the longer phase-in periods for the adoption ofnew or revised financial accounting standards under 107 of the JOBS Act until we no longer meet the definition of an emerging growth company.Ourelection to use the phase-in periods may mak
285、e it difficult to compare our financial statements to those of non-emerging growth companies and otheremerging growth companies that have opted out of the phase-in periods under 107 of the JOBS Act.The JOBS Act provides that we would cease to be an“emerging growth company”at the end of the fiscal ye
286、ar in which the fifth anniversary of our initialsale of common equity pursuant to a registration statement declared effective under the Securities Act occurred,if we have more than$1.235 billion in annualrevenue,have more than$700 million in market value of our Ordinary Shares held by non-affiliates
287、,or issue more than$1 billion in principal amount of non-convertible debt over a three-year period.13 Controlled Company Upon completion of this offering,Zhiwen Shen,our CEO and chairman of the board of directors,will hold approximately%of the aggregate votingpower of our issued and outstanding Ordi
288、nary Shares assuming no exercise of the over-allotment option,or%assuming full exercise of the over-allotmentoption.As a result,we will be deemed to be a“controlled company”for the purpose of the Nasdaq Listing Rules.As a controlled company,we are permittedto elect to rely on certain exemptions from
289、 the obligations to comply with certain corporate governance requirements,including:the requirement that our director nominees be selected or recommended solely by independent directors;and the requirement that we have a nominating and corporate governance committee and a compensation committee that
290、 are composed entirely ofindependent directors with a written charter addressing the purposes and responsibilities of the committees.Although we do not intend to rely on the controlled company exemptions under the Nasdaq Listing Rules even if we are deemed to be a controlled company,we could elect t
291、o rely on these exemptions in the future,and if so,you would not have the same protection afforded to shareholders of companies that aresubject to all of the corporate governance requirements of Nasdaq.Foreign Private Issuer Status We are a foreign private issuer within the meaning of the rules unde
292、r the Securities Exchange Act of 1934,as amended(the“Exchange Act”).As such,we areexempt 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 rep
293、orting,we are permitted to comply solely with our home countrys requirements,which are less rigorous than the rules that apply todomestic 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 Reg
294、ulation FD aimed at preventing issuers from 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 asecurity registered under the Exchange Act;and we are
295、not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and tradingactivities and establishing insider liability for profits realized from any“short-swing”trading transaction.14 THE OFFERING Ordinary Shares offered by us Ordinary
296、Shares Price per Ordinary Share We currently estimate that the initial public offering price will be in the range of$to$perOrdinary Share.Ordinary Shares outstanding prior tocompletion of this offering 1,000,000 Ordinary Shares Ordinary Shares outstanding immediately afterthis offering Ordinary Shar
297、es assuming no exercise of the underwriters over-allotment option Ordinary Shares assuming full exercise of the underwriters over-allotment option Listing We have applied to have our Ordinary Shares listed on Nasdaq.At this time,Nasdaq has not yetapproved our application to list our Ordinary Shares.
298、The closing of this offering is conditioned uponNasdaqs final approval of our listing application,and there is no guarantee or assurance that ourOrdinary Shares will be approved for listing on Nasdaq.Ticker symbol“JIE”Transfer Agent Transhare Corporation Over-allotment Option We have granted to the
299、underwriters an option,exercisable within 45 days from the date of thisprospectus,to purchase up to an aggregate of additional Ordinary Shares.Use of proceeds We intend to use the proceeds from this offering to tape-out and mass produce self-developed chips,and mass produce MetaBox,develop domestic
300、and international markets,invest in technology researchand development,establish new overseas subsidiaries,and invest in related industries,although wehave not yet identified nor entered into preliminary negotiations with any specific acquisition target anddo not have any agreements for acquisitions
301、 or investments as of the date of this prospectus.See“Useof Proceeds”on page 46 for more information.Lock-up We have agreed that,without the prior written consent of the Representative,we will not,during theengagement period of the Representative and additionally for a period of 180 days after the d
302、ate of theprospectus,(i)offer,pledge,sell,contract to sell,sell any option or contract to purchase,purchase anyoption or contract to sell,grant any option,right,or warrant to purchase,lend,or otherwise transfer ordispose of,directly or indirectly,any of our Ordinary Shares or any securities that are
303、 convertible intoor exercisable or exchangeable for our Ordinary Shares,(ii)file or cause to be filed any registrationstatement with the SEC relating to the offering of any Ordinary Shares or any securities convertible intoor exercisable or exchangeable for Ordinary Shares,or(iii)complete any offeri
304、ng of our debt securities,other than entering into a line of credit with a traditional bank,or(iv)enter into any swap or otherarrangement that transfers to another,in whole or in part,any of the economic consequences ofownership of our capital shares,whether any such transaction described in clause(
305、i),(ii),(iii),or(iv)above is to be settled by delivery of shares of our Company or such other securities,in cash orotherwise.Furthermore,all of our directors and officers and our principal shareholders(5%or moreshareholders)as of the date of the prospectus have agreed with the underwriters,subject t
306、o certainexceptions,not to offer,pledge,sell,contract to sell,sell any option or contract to purchase,purchaseany option or contract to sell,grant any option,right or warrant to purchase,lend or otherwise transfer,or dispose of,directly or indirectly,any of our Ordinary Shares or securities converti
307、ble into orexercisable or exchangeable for our Ordinary Shares for a period of 180 days after the date of thisprospectus.See“UnderwritingLock-up Agreements”for more information.15 Risk factors The Ordinary Shares offered hereby involve a high degree of risk.You should read“Risk Factors,”beginning on
308、 page 17 for a discussion of factors to consider before deciding to invest in our OrdinaryShares.16 RISK FACTORS An investment in our Ordinary Shares involves a high degree of risk.Before deciding whether to invest in our Ordinary Shares,you should consider carefullythe risks described below,togethe
309、r with all of the other information set forth in this prospectus,including the section titled“Managements Discussion andAnalysis of Financial Condition and Results of Operations”and our consolidated financial statements and related notes.If any of these risks actually occurs,our business,financial c
310、ondition,results of operations,or cash flow could be materially and adversely affected,which could cause the trading price of ourOrdinary Shares to decline,resulting in a loss of all or part of your investment.The risks described below and discussed in other parts of this prospectus arenot the only
311、ones that we face.Additional risks not presently known to us or that we currently deem immaterial may also affect our business.You should onlyconsider investing in our Ordinary Shares if you can bear the risk of loss of your entire investment.Risks Relating to Doing Business in the PRC Changes in Ch
312、inas economic,political,or social conditions or government policies could have a material adverse effect on our PRC subsidiariesbusiness and operations.Substantially all of our PRC subsidiaries assets and operations are currently located in China.Accordingly,their business,financial condition,result
313、s ofoperations,and prospects may be influenced to a significant degree by political,economic,and social conditions in China generally.The Chinese economydiffers from the economies of most developed countries in many respects,including the level of government involvement,level of development,growth r
314、ate,control of foreign exchange,and allocation of resources.Although the Chinese government has implemented measures emphasizing the utilization of marketforces for economic reform,including the reduction of state ownership of productive assets and the establishment of improved corporate governance
315、inbusiness enterprises,a substantial portion of productive assets in China is still owned by the government.In addition,the Chinese government continues toplay a significant role in regulating industry development by imposing industrial policies.The Chinese government also exercises significant cont
316、rol overChinas economic growth by allocating resources,controlling payment of foreign currency-denominated obligations,setting monetary policy,and providingpreferential treatment to particular industries or companies.While the Chinese economy has experienced significant growth over the past decades,
317、growth has been uneven,both geographically and among varioussectors of the economy.Any adverse changes in economic conditions in China,in the policies of the Chinese government,or in the laws and regulations inChina could have a material adverse effect on the overall economic growth of China.Such de
318、velopments could adversely affect our PRC subsidiariesbusiness and operating results,reduce demand for their products,and weaken their competitive position.The Chinese government has implemented variousmeasures to encourage economic growth and guide the allocation of resources.Some of these measures
319、 may benefit the overall Chinese economy,but mayhave a negative effect on our PRC subsidiaries.For example,our PRC subsidiaries financial condition and results of operations may be adversely affectedby government control over capital investments or changes in tax regulations.In addition,in the past
320、the Chinese government has implemented certainmeasures,including interest rate adjustments,to control the pace of economic growth.These measures may cause decreased economic activities in China,which may adversely affect the PRC subsidiaries business and operating results.Furthermore,our Company,our
321、 PRC subsidiaries,and our investors may face uncertainty about future actions by the government of China that couldsignificantly affect the PRC subsidiaries financial performance and operations.As of the date of this prospectus,neither our Company nor the PRCsubsidiaries have received or were denied
322、 permission from Chinese authorities to list on U.S.exchanges.However,there is no guarantee that our Company orthe PRC subsidiaries will receive or not be denied permission from Chinese authorities to list on U.S.exchanges in the future.Uncertainties in the interpretation and enforcement of PRC laws
323、 and regulations and changes in policies,rules,and regulations in China,which may bequick with little advance notice,could limit the legal protection available to you and us.The PRC legal system is based on written statutes.Unlike common law systems,it is a system in which legal cases have limited v
324、alue as precedents.In thelate 1970s,the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general.Thelegislation over the past three decades has significantly increased the protection afforded to various forms of foreign or private-sector
325、 investment in China.The PRC subsidiaries are subject to various PRC laws and regulations generally applicable to companies in China.Since these laws and regulations arerelatively new and the PRC legal system continues to rapidly evolve,and due to the limited volume of published cases and their non-
326、binding nature,interpretation and enforcement of these laws and regulations involve uncertainties.These laws and regulations may be subject to future changes,which couldresult in a material change in the Operating Entitys operations and reduce the value of your investment.17 From time to time,we may
327、 have to resort to administrative and court proceedings to enforce our legal rights.Since PRC administrative and court authoritieshave significant discretion in interpreting and implementing statutory and contractual terms,however,it may be more difficult to evaluate the outcome ofadministrative and
328、 court proceedings and the level of legal protection we enjoy in the PRC legal system than in more developed legal systems.Furthermore,the PRC legal system is based in part on government policies,internal rules,and regulations(some of which are not published in a timely manner or at all)that may hav
329、e retroactive effect and may change quickly with little advance notice.As a result,we may not be aware of our violation of these policies andrules until sometime after the violation.Such uncertainties,including uncertainties over the scope and effect of our contractual,property(includingintellectual
330、 property),and procedural rights,and any failure to respond to changes in the regulatory environment in China could materially and adverselyaffect our business and impede our ability to continue our operations.You may experience difficulties in effecting service of legal process,enforcing foreign ju
331、dgments,or bringing actions in China against us or ourmanagement named in this prospectus based on foreign laws.It may also be difficult for you or overseas regulators to conduct investigations or collectevidence within China.As a company incorporated under the laws of the Cayman Islands,we conduct
332、substantially all of our operations in China and substantially all of our assetsare located in China.In addition,all of our senior executive officers reside within China for a significant portion of the time and are PRC nationals.As aresult,it may be difficult for you to effect service of process up
333、on those persons inside mainland China.It may be difficult for you to enforce judgmentsobtained in U.S.courts based on civil liability provisions of the U.S.federal securities laws against us and our officers and directors who do not currentlyreside in the U.S.or have substantial assets in the U.S.In addition,there is uncertainty as to whether the courts of the Cayman Islands or the PRC wouldrecog