F-1 1 formf-1.htm As filed with the U.S.Securities and Exchange Commission on December 11,2023.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Form F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 E I L HOLDINGS LIMITED(Exact Name of Registrant as Specified in its Charter)Cayman Islands 5065 Not Applicable(State or Other Jurisdiction ofIncorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)Unit A,17/F,Mai Wah Industrial Building1-7 Wah Sing StreetKwai ChungHong Kong 852 2741 6811(Address,including zip code,and telephone number,includingarea code,of Registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168800-221-0102(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Lawrence S.Venick,Esq.Loeb&Loeb LLP2206-19 Jardine House1 Connaught Place,CentralHong Kong SARTelephone: 852-3923-1111 Richard Friedman,Esq.Jeffrey J.Fessler,Esq.Sheppard,Mullin,Richter&Hampton LLP30 Rockefeller PlazaNew York,NY 10112Telephone:212-653-8700 Approximate date of commencement of proposed sale to the public:As soon as practicable after effectiveness of thisregistration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415under the Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box andlist the Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box andlist the Securities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark ifthe registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April 5,2012.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effectivedate until the registrant shall file a further amendment which specifically states that this registration statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act of 1933 or until the registration statementshall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a),maydetermine.The information in this prospectus is not complete and may be changed.We may not sell the securities until the registrationstatement filed with the Securities and Exchange Commission is effective.This prospectus is not an offer to sell thesesecurities and it is not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED DECEMBER 11,2023 E I L HOLDINGS LIMITED ORDINARY SHARES This is an initial public offering of the Ordinary Shares,par value US$0.0001 per share(“Shares”)of E I L Holdings Limited(“E I L Cayman”).We are offering Shares of E I L Cayman,on a firm commitment basis.No public market currently exists forour Shares.The initial public offering price is expected to be between$and$per Share.We have applied to list our Shares onthe Nasdaq Capital Market under the symbol“EIL”.At this time,Nasdaq Capital Market has not yet approved our application to listour Shares.The closing of this offering is conditioned upon Nasdaq Capital Markets final approval of our listing application.However,there is no assurance that this offering will be closed and our Shares will be trading on the Nasdaq Capital Market.If theNasdaq Capital Market does not approve our listing application this initial public offering will be terminated.We are an“emerging growth company,”as defined in the Jumpstart Our Business Startups Act of 2012(the“JOBS Act”)andwill be subject to reduced public company reporting requirements.See“Prospectus Summary Implications of Being an EmergingGrowth Company and a Foreign Private Issuer”and“Risk Factors”on pages 10 and 14,respectively.Upon the completion of this offering,we will be a“controlled company”as defined under the Nasdaq Stock Market Rulesbecause our Controlling Shareholders will own%of our total issued and outstanding Shares,representing%of the total votingpower,assuming that the underwriters do not exercise their over-allotment option.We are not a Hong Kong or a mainland China operating company,but an offshore holding company incorporated in theCayman Islands.As a holding company with no material operations of our own,we conduct our operations through ouroperating companies in Hong Kong,mainland China and Taiwan,E I L HK,E I L PRC and E I L Taiwan,respectively.Thisis an offering of the Shares of E I L Holdings Limited,the holding company in the Cayman Islands,instead of the shares of EI L HK,E I L PRC and E I L Taiwan.References to the“Company”,“we”,“us”,and“our”in this prospectus are to E I LCayman,the Cayman Islands entity that will issue the Shares being offered.References to“E I L HK”in this prospectus areto the Hong Kong entity operating the business and generating the majority of the revenue and profit stated in theconsolidated financial statements of the Company.The Companys ownership interest in E I L HK is held through anintermediate company in the British Virgin Islands(the“BVI”)and E I L PRC and E I L Taiwan are held throughintermediate companies in BVI and Hong Kong.Investors in our Shares should be aware that they may never hold equityinterests in the Hong Kong and mainland China operating companies directly.Investors are purchasing equity solely in E I LCayman,our Cayman Islands holding company,which indirectly owns equity interests in the Hong Kong,mainland Chinaand Taiwan operating companies.Because of our corporate structure,we as well as our investors are subject to unique risksdue to uncertainty of the interpretation and the application of PRC laws and regulations.We are also subject to the risks ofuncertainty about any future actions of the PRC government in this regard.We may also be subject to sanctions imposed byPRC regulatory agencies,including the China Securities Regulatory Commission(“CSRC”),if we fail to comply with theirrules and regulations.PRC regulatory authorities could disallow our operating structure in the future,and this would likelyresult in a material change in our operations in China and/or the value of our Shares,which could cause the value of suchsecurities to significantly decline or become worthless.See“Risk Factors”beginning on page 14 of this prospectus for adiscussion of risks facing the Company and the offering as a result of this structure.There are legal and operational risks associated with being based in and having the majority of our operations in HongKong and mainland China.The PRC government may exercise significant oversight and discretion over the conduct of ourbusiness and may intervene or influence our operations at any time.Such government actions could result in a materialchange in our operations and/or the value of the securities we are registering for sale;could significantly limit or completelyhinder our ability to continue our operations;could significantly limit or completely hinder our ability to offer or continue tooffer our securities to investors;and may cause the value of our securities to significantly decline or be worthless.See“RiskFactors Risks Related to Doing Business in mainland China The PRC government may intervene or influence ouroperations at any time,which could result in a material change in our operations and/or the value of the securities we areregistering for sale”on page 29 for further details.The PRC government initiated a series of regulatory actions and made a number of public statements on the regulationof business operations in certain areas in China with little advance notice,including cracking down on illegal activities in thesecurities market,enhancing supervision over China-based companies listed overseas using variable interest entity(“VIE”)structure,adopting new measures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopolyenforcement.We do not believe that we are directly subject to these regulatory actions or statements,as we do not have a VIEstructure and our business does not involve the collection of user data,implicate cybersecurity,or involve any other type ofrestricted industry.Since these statements and regulatory actions are new,it is highly uncertain how soon the legislative oradministrative regulation making bodies will respond and what existing or new laws or regulations or detailedimplementations and interpretations will be modified or promulgated,if any,or the potential impact such modified or newlaws and regulations will have on our daily business operations or our ability to accept foreign investments and list on a U.S.exchange.Any change in foreign investment regulations,and other policies in China or related enforcement actions by thePRC government could result in a material change in our operations and/or the value of the securities we are registering forsale and could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors orcause the value of our Shares to significantly decline or be worthless.See“Risk Factors Risks Related to Doing Business inmainland China Uncertainties with respect to the PRC legal system,including risks and uncertainties regarding theenforcement of laws,and sudden or unexpected changes in laws and regulations in the PRC with little advance notice couldresult in a material change in our operations and/or the value of the securities we are registering for sale”and“Risk Factors Risks Related to Doing Business in mainland China Any actions by the PRC government to exert more oversight andcontrol over offerings that are conducted overseas and/or foreign investment in China-based issuers,such actions couldsignificantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value ofsuch securities to significantly decline or become worthless”on page 28 and 29,respectively,for further details.Our Shares may be prohibited from being trading on a national securities exchange or in the over-the-counter market inthe United States if the Public Company Accounting Oversight Board(“PCAOB”)is unable to inspect our auditors for twoconsecutive years.The Holding Foreign Companies Accountable Act(the“HFCA Act”)was enacted on December 18,2020.Pursuant to the HFCA Act,if the SEC determines that we have filed audit reports issued by a registered public accountingfirm that has not been subject to inspection by the PCAOB,for three consecutive years beginning in 2021,the SEC mayprohibit our shares from being traded on a national securities exchange or in the over-the-counter market in the UnitedStates.On December 23,2022,the Accelerating Holding Foreign Companies Accountable Act(the“AHFCA Act”)wasenacted,which amended the HFCA Act by requiring the SEC to prohibit an issuers securities from trading on a nationalsecurities exchange or in the over-the-counter market in the United States if its auditor is not subject to PCAOB inspectionsfor two consecutive years instead of three.On December 29,2022,a legislation entitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)was signed into law by President Biden,which contained,among otherthings,an identical provision to the AHFCA Act and amended the HFCA Act by requiring the SEC to prohibit an issuerssecurities from trading on a national securities exchange or in the over-the-counter market in the United States if its auditoris not subject to PCAOB inspections for two consecutive years instead of three years.On December 16,2021,the PCAOBissued a report on its determinations that it was unable to inspect or investigate completely PCAOB-registered publicaccounting firms headquartered in mainland China and in Hong Kong,because of positions taken by PRC authorities inthose jurisdictions.The PCAOB made its determinations pursuant to PCAOB Rule 6100,which provides a framework forhow the PCAOB fulfils its responsibilities under the HFCA.The report further listed in its Appendix A and Appendix B,Registered Public Accounting Firms Subject to the mainland China Determination and Registered Public Accounting FirmsSubject to the Hong Kong Determination,respectively.Our auditor,ARK Pro CPA&Co.,is headquartered in Hong Kongand registered with the PCAOB.Our auditor is subject to laws in the United States pursuant to which the PCAOB conductsregular inspections to assess our auditors compliance with the applicable professional standards.In addition,our auditorsdid not appear as part of the PCAOBs report of determinations under the lists in Appendix A or Appendix B of the reportissued by the PCAOB on December 16,2021.On August 26,2022,the CSRC,the Ministry of Finance of the PRC,and thePCAOB signed a Statement of Protocol,or the Protocol,governing inspections and investigations of audit firms based inChina and Hong Kong and taking the first step toward opening access for the PCAOB to inspect and investigate registeredpublic accounting firms headquartered in mainland China and Hong Kong.Pursuant to the Protocol,the PCAOB shall haveindependent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transferinformation to the SEC.Our auditor,ARK Pro CPA&Co.,has no auditors work papers in China as of the date of thisprospectus.On December 15,2022,the PCAOB announced that it was able to secure complete access to inspect andinvestigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022,and thePCAOB Board vacated its previous determinations that the PCAOB was unable to inspect or investigate completelyregistered public accounting firms headquartered in mainland China and Hong Kong.However,whether the PCAOB willcontinue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered inmainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our,and our auditors,control.The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and hasresumed regular inspections since March 2023.The PCAOB is continuing pursuing ongoing investigations and may initiatenew investigations as needed The PCAOB has indicated that it will act immediately to consider the need to issue newdeterminations with the HFCA Act if needed.As a result,the time period before the Companys securities may be prohibitedfrom trading or delisted has been decreased accordingly.Notwithstanding the foregoing,in the event it is later determinedthat the PCAOB is unable to inspect or investigate completely our auditor,then such lack of inspection could cause oursecurities to be delisted from the stock exchange.The delisting of our Shares,or the threat of their being delisted,maymaterially and adversely affect the value of your investment.See“Risk Factors Recent joint statements by the SEC andPCAOB,Nasdaqs proposed rule changes and the HFCA Act all call for additional and more stringent criteria to be appliedto emerging market companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are notinspected by the PCAOB.”We conduct substantially all of our operations in Hong Kong and mainland China through our Hong Kong subsidiary,EI L HK,and mainland China subsidiary,E I L PRC.E I L HK and E I L PRC are our only operating subsidiaries located inHong Kong and mainland China,respectively,and the other subsidiary is an intermediate holding company with nooperations.However,as there is an intra-group trading relationship between E I L PRC and E I L HK,cash will betransmitted from E I L PRC to E I L HK on a regular basis.For more details,refer to section captioned“Transfers of CashTo and From Our Subsidiaries.”As of the date of this prospectus,our subsidiaries have not experienced any difficulties orlimitations on their ability to transfer cash between each other;they do not maintain cash management policies or proceduresdictating the amount of such funding or how funds are transferred.In June 2023,we established E I L Taiwan which engagesin sales and distribution of electronic components.As at the date of this prospectus,there is no intra-group tradingrelationship between E I L Taiwan and the rest of the entities within the Group.There can be no assurance that the PRCgovernment will not intervene or impose restrictions to prevent the cash maintained in Hong Kong or mainland China frombeing transferred out or restrict the deployment of the cash into our business or for the payment of dividends.See“RiskFactors We are a holding company and our ability to pay dividends is primarily dependent upon the earnings of,anddistributions by,our Hong Kong subsidiary”on page 26,“Dividend Policy”,“Summary Consolidated Financial Data”,and“Consolidated Statements of Change in Shareholders Equity in the Report of Independent Registered Public AccountingFirm for further details.”Cash is transferred through our organization in the following manner:(i)funds are transferred to E I L PRC,our PRCoperating entity,from E I L Cayman through our BVI and Hong Kong subsidiaries in the form of capital contributions orshareholder loans,as the case may be;and(ii)dividends or other distributions may be paid by E I L PRC to E I L Caymanthrough our Hong Kong and BVI subsidiaries.During the six months ended June 30,2023 and 2022 and the years ended December 31,2022 and 2021,the only transferof assets among E I L Cayman and its subsidiaries consisted of cash.As required under the PRC Enterprise Income Tax Law,the dividends paid by E I L PRC to E I L HK were subject to a withholding tax rate of 10%.For the six months ended June30,2023 and 2022 and the years ended December 31,2022 and 2021,we approved,declared and distributed a specialdividend of approximately US$2.45 million,US$0.24 million,US$0.24 million and US$0.14 million,respectively,through oursubsidiary to our shareholders.We intend to retain all available funds and future earnings,if any,for operation and businessdevelopment,however,we may pay dividends on our Shares in the foreseeable future.As we are a holding company,ourability to make dividend payments,if any,would be contingent upon our receipt of funds from our Hong Kong operatingsubsidiary E I L HK and mainland China operating subsidiary E I L PRC through intermediate holding companies.Upon completion of this offering,our issued and outstanding shares will consist of Shares,assuming the underwriters do notexercise their over-allotment option to purchase additional Shares,or Shares,assuming the over-allotment option is exercised infull.Upon completion of this offering,our Controlling Shareholders will be the beneficial owners of an aggregate of Shares and Shares,respectively,which will represent%and%,respectively,of the then total issued and outstanding Shares assumingthat the underwriters do not exercise their over-allotment option,%and%,respectively,of the total voting power,assumingthat the over-allotment option is exercised in full.As a result,we will be a“controlled company”as defined under corporategovernance rules of Nasdaq Stock Market and,therefore,eligible for certain exemptions from the corporate governance requirementsof the Nasdaq Stock Market Rules.If we cease to be a foreign private issuer,we intend to rely on these exemptions.Furthermore,theControlling Shareholders will be able to exert significant control over our management and affairs,including approval of significantcorporate transactions.For additional information,see“Risk Factors Risks Related to Our Shares Our ControllingShareholders have significant voting power and may take actions that may not be in the best interests of our other shareholders”onpage 39 for further details.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminaloffense.Investing in our Shares involves a high degree of risk,including the risk of losing your entire investment.See“RiskFactors”beginning on page 14 of this prospectus to read about factors you should consider before buying our Shares.Per Share Total Initial public offering price$Underwriting discounts and commissions(1)$Proceeds to us(before expenses)$(1)Does not include a non-accountable expense allowance equal to%of the gross proceeds of this offering payable to ,therepresentative of the underwriters.We have also agreed to issue warrants to the Representative,or the Representatives Warrants,to purchase a number of Shares equal to 5%of the Shares sold in this public offering.The Representatives Warrants will beexercisable at an exercise price per Ordinary Share equal to 120%of the public offering price during the period commencing sixmonths from the effective date of this registration statement and ending four-and-a-half years after the effective date of thisregistration statement.Refer to“Underwriting”for additional information regarding underwriting compensation.EF HUTTON LLC The date of this prospectus is ,2023.TABLE OF CONTENTS PagePROSPECTUS SUMMARY 1THE OFFERING 12SUMMARY CONSOLIDATED FINANCIAL DATA 13RISK FACTORS 14SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 43USE OF PROCEEDS 44DIVIDEND POLICY 45CAPITALIZATION 46DILUTION 47MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 48BUSINESS 68REGULATIONS 100MANAGEMENT 109PRINCIPAL SHAREHOLDERS 116CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS 117DESCRIPTION OF SHARE CAPITAL 118SHARES ELIGIBLE FOR FUTURE SALE 127MATERIAL TAX CONSIDERATIONS 128ENFORCEABILITY OF CIVIL LIABILITIES 134UNDERWRITING 136EXPENSES RELATED TO OFFERING 141LEGAL MATTERS 142EXPERTS 143WHERE YOU CAN FIND ADDITIONAL INFORMATION 144INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 Through and including 2023(the 25th day after the date of this prospectus),all dealers effecting transactions inthese securities,whether or not participating in this offering,may be required to deliver a prospectus.This is in addition to adealers obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment orsubscription.You should rely only on the information contained in this prospectus and any related free-writing prospectus that we authorize tobe distributed to you.We have not authorized any person,including any underwriter,to provide you with information different fromthat contained in this prospectus or any related free-writing prospectus that we authorize to be distributed to you.This prospectus isnot an offer to sell,nor is it seeking an offer to buy,our Shares in any state or jurisdiction where such offer or sale is not permitted.The information in this prospectus speaks only as of the date of this prospectus unless the information specifically indicates thatanother date applies,regardless of the time of delivery of this prospectus or of any sale of the Shares offered hereby.Our business,financial condition,results of operations,and prospects may have changed since that date.We do not take any responsibility for,nordo we provide any assurance as to the reliability of,any information other than the information in this prospectus and any freewriting prospectus prepared by us or on our behalf.Neither the delivery of this prospectus nor the sale of our Shares means thatinformation contained in this prospectus is correct after the date of this prospectus.iTable of Contents You may lose all of your investment in our Shares.If you are uncertain as to our business and operations or you are notprepared to lose all of your investment in our Shares,we strongly urge you not to purchase any of our Shares.Werecommend that you consult legal,financial,tax,and other professional advisors or experts for further guidance beforeparticipating in the offering of our Shares as further detailed in this prospectus.We do not recommend that you purchase our Shares unless you have prior experience with investments in capitalmarkets,possess basic knowledge of the electronic components and sensors industry,and have received independentprofessional advice.Market and Industry Data This prospectus includes statistics,other data and descriptive information relating to markets,market sizes,and other industrydata pertaining to our business that we have obtained from industry publications and surveys,government publications and otherinformation available to us.Industry publications and surveys generally state that the information contained therein has beenobtained from sources believed to be reliable.We have not independently verified any of the data from third party sources nor havewe ascertained the underlying economic assumptions relied upon therein.Market data and statistics are inherently predictive andspeculative and are not necessarily reflective of actual market conditions.Such statistics are based on market research,which itself isbased on sampling and subjective judgments by both the researchers and the respondents,including judgments about what types ofproducts and transactions should be included in the relevant market.In addition,the value of comparisons of statistics for differentmarkets is limited by many factors,including that(i)the markets are defined differently,(ii)the underlying information was gatheredby different methods,and(iii)different assumptions were applied in compiling the data.Accordingly,the market statistics includedin this prospectus should be viewed with caution.We believe that information from these industry publications included in thisprospectus is reliable.Trademarks,Service Marks,and Trade Names Solely for convenience,the trademarks,service marks,and trade names referred to in this prospectus are without the and TMsymbols,but such references are not intended to indicate,in any way,that we will not assert,to the fullest extent under applicablelaw,our rights or the rights of the applicable licensors to these trademarks,service marks and trade names.This prospectus containsadditional trademarks,service marks,and trade names of others,which are the property of their respective owners.We do not intendour use or display of other companies trademarks,service marks,or trade names to imply a relationship with,or endorsement orsponsorship of us by,any other companies.iiTable of Contents Other Pertinent Information Unless otherwise indicated or the context requires otherwise,references in this prospectus to:“$”OR“US$”or“U.S.dollars”refers to the legal currency of the United States;“China”or the“PRC”refers to the Peoples Republic of China,including the special administrative regions of Hong Kong,Macau and Taiwan;“Controlling Shareholders”refer to the ultimate beneficial owners of the Company,who are Mr.Ronnie Kong Wai On andE-Space Holdings Limited.See“Management”and“Principal Shareholders”for more information;“HKD,”“HK$”or“HK Dollar”refers the legal currency of Hong Kong;“Hong Kong laws”refers to all applicable laws,statutes,rules,regulations,ordinances and other pronouncements havingthe binding effect of law in Hong Kong;“Hong Kong”refers to the Hong Kong Special Administrative Region of the Peoples Republic of China;“E I L BVI”refers to E I L Development Limited,our British Virgin Island subsidiary and the direct holding company of EI L HK;“E I L Cayman,”or the“Company”refers to E I L Holdings Limited,a Cayman Islands company.“E I L HK”refers to E I L Company Limited,our Hong Kong subsidiary and the direct holding company of E I L PRC;“E I L PRC”refers to Yu Shen Electronic(Shenzhen)Limited,our mainland China subsidiary and key operating company;“E I L Taiwan”refers to E I L Company Limited,Taiwan Branch,our Taiwan subsidiary,a sale and distribution ofelectronic components in Taiwan;“EUR”refers the legal currency of the European Union;“mainland China”refers to the PRC(excluding Hong Kong,Macau and Taiwan);“NTD”refers the legal currency of Taiwan;“PRC government”or“PRC authorities”,or variations of such words or similar expressions,refer to the central,provincial,and local governments of all levels in mainland China,including regulatory and administrative authorities,agencies andcommissions,or any court,tribunal or any other judicial or arbitral body in mainland China;“PRC laws”or“PRC regulations,”or variations of such words or similar expressions,refers to all applicable laws,statutes,rules,regulations,ordinances and other pronouncements having the binding effect of law in mainland China;“RMB”or“Renminbi”refers to the legal currency of the PRC;“shares”,“Shares”,or“Ordinary Shares”refer to the ordinary shares of E I L Holdings Limited,par value of US$0.0001 pershare;and “we”,“us”,or the“Group”in this prospectus refers to E I L Cayman and its subsidiaries,unless the context otherwiseindicates.E I L Cayman is a holding company with operations primarily conducted in Hong Kong and mainland China through itsoperating Hong Kong subsidiary,E I L HK,and mainland China subsidiary E I L PRC.E I L HKs,E I L PRCs and EIL Taiwansreporting currency is HKD.This prospectus contains translations of certain foreign currency amounts into U.S.dollars for theconvenience of the reader.Unless otherwise noted,all translations from U.S.dollars to HKD in this prospectus as of and for the sixmonths ended June 30,2023 and for the year ended December 31,2022 were calculated at the rate of US$1=HKD7.85.Norepresentation is made that the HKD amounts could have been,or could be,converted,realized or settled into US$at such rate,or atany other rate.iiiTable of Contents PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus.Because it is only a summary,it does notcontain all of the information you should consider before making your investment decision.Before investing in our Shares,youshould carefully read this entire prospectus,including our financial statements and the related notes thereto and the information setforth under“Risk Factors,”“Selected Consolidated Financial Data,”“Managements Discussion and Analysis of FinancialCondition and Results of Operations,”and“Business.”Unless the context otherwise requires,all references to“E I L Cayman”,“we”,“us”,“our”,the“Company”and similar designations refer to E I L Holdings Limited,a Cayman Islands company,and itswholly-owned subsidiaries.Overview Our Group was established in 1992,we are principally engaged in the supply of sensors and electronic components to ourcustomers and have positioned ourselves as a value-added electronic component,sensor and engineering solutions provider able toprovide(i)sensors and components;(ii)engineering solutions and reference design;(iii)consultation of application feasibility study;and(iv)professional logistics services in bridging customers and electronic component producers in the electronics industry.Sinceincorporation,our Group has been focusing on identifying,sourcing,selling and distributing electronic components from supplierslocated in Asia,Japan,South Korea,Europe and U.S.In early 2000,our Group expanded its product offerings and entered into thesensors market after establishing a business relationship with a supplier in Belgium.Our Group has further strengthened our positionand competitive advantages in the sensors and electronic components market by expanding our product variety and further enhanceour value-added services including(i)new application idea to clients,(ii)engineering consultation,(iii)reference design,and(iv)supply chain and logistics services to our clients.In order to broaden our customer base,we seek cross-selling opportunities anddeepen our penetration by establishing representative offices in major cities in our target territories.Competitive Strengths We believe our Group is well-positioned to capture the growth opportunities in the sensors and electronic componentsmarket,especially in the sensors market,and benefits from the growing demands for relevant products from our existing andpotential clients.We believe our Groups success is attributed to the following competitive advantages,which will enable us tofurther develop our business in the future:We have an experienced project team and engineering team to provide support to our sales and marketing team and tomaintain a collaborative relationship among our Group,our suppliers and our customers.We diligently cultivate long lasting customer relationships with our key customers and develop an ever-growing customerbase so as to capture the growth of the electronic components and sensors market.Our Group possesses the flexibility and wide-ranging product portfolio sourced from our quality suppliers to swiftlyrespond to the ever-changing market demand and be able to capture the rising trend in the electronic components andsensors market.Our efficient and effective supply chain management system increases our customers reliance on us and differentiates usfrom our competitors.We are led by an experienced management team who has substantial experience in the industry.Our Groups experiencedand stable management team has motivated the operations and improved the sales revenue.Our Strategy With an aim to enhancing our supplier network and broadening our product portfolio and enlarging our market share as asensors and electronic components supplier in mainland China and Hong Kong,we intend to pursue our goal through theimplementation of the following strategies:Further strengthen our position in the sensors market by expanding our product variety.Broaden our customer base through seeking cross-selling opportunities and establishing representative offices in Asia-Pacific(including mainland China)to deepen our penetration in Asia-Pacific.Continue to upgrade our information management systems to optimize our marketing,promotion and sales network,toenhance operating efficiencies and to improve cost effectiveness.Corporate Structure We are not a Hong Kong or a mainland China operating company,but an offshore holding company incorporated in the CaymanIslands.As a holding company with no material operations of our own,we conduct our operations through our operating company inHong Kong,mainland China and Taiwan,E I L HK,E I L PRC and E I L Taiwan,respectively.This is an offering of the Shares of EI L Holdings Limited,the holding company in the Cayman Islands,instead of the shares of E I L HK,E I L PRC and E I L Taiwan.Because we are incorporated under the laws of the Cayman Islands,you may encounter difficulty protecting your interests as ashareholder,and your ability to protect your rights through the U.S.federal court system may be limited.Please refer to the sectionsentitled“Risk Factors”and“Enforceability of Civil Liabilities”for more information.The chart below illustrates our corporate structure and identifies our subsidiaries prior to our Groups initial public offering:For more details,see“Business Corporate History and Structure”section.1Table of Contents Transfers of Cash To and From Our Subsidiaries We conduct substantially all of our operations in Hong Kong and mainland China through our Hong Kong subsidiary,E I LHK,and mainland China subsidiary,E I L PRC.E I L HK and E I L PRC are our only operating subsidiaries located in Hong Kongand mainland China,respectively,and the other subsidiary is an intermediate holding company with no operations.During the sixmonths ended June 30,2023 and 2022 and the years ended December 31,2022 and 2021,the only transfer of assets among E I LCayman and its subsidiaries consisted of cash.As required under the PRC Enterprise Income Tax Law,the dividends paid by E I LPRC to E I L HK were subject to a withholding tax rate of 10%.For the six months ended June 30,2023 and 2022 and the yearsended December 31,2022 and 2021,we approved,declared and distributed a special dividend of approximately US$2.45 million,US$0.24 million,US$0.24 million and US$0.14 million,respectively through our subsidiary to our shareholders.Cash is transferredthrough our organization in the following manner:(i)funds are transferred to E I L PRC,our PRC operating entity,from E I LCayman through our BVI and Hong Kong subsidiaries in the form of capital contributions or shareholder loans,as the case may be;and(ii)dividends or other distributions may be paid by E I L PRC to E I L Cayman through our Hong Kong and BVI subsidiaries.We intend to retain all available funds and future earnings,if any,for operation and business development,however,we may paydividends on our Shares in the foreseeable future.Any future determination related to our dividend policy will be made at thediscretion of our board of directors after considering our financial condition,results of operations,capital requirements,contractualrequirements,business prospects and other factors the board of directors deems relevant,and subject to the restrictions contained inany future financing instruments.Further,as there is an intra-group trading relationship between E I L PRC and E I L HK,cash willbe transmitted from E I L PRC to E I L HK on a regular basis.For more details,see section captioned“Related Party Transactions”in this prospectus.In June 2023,we established E I L Taiwan which engages in sales and distribution of electronic components.As atthe date of this prospectus,there is no intra-group trading relationship between E I L Taiwan and the rest of the entities within theGroup.The following are the aggregate intra-group cash flow for the six months ended June 30,2023 and 2022 and years endedDecember 31,2022 and 2021 in Hong Kong Dollars:From To For the Six MonthsEnded June 30,2022 For the Six MonthsEnded June 30,2023 Nature of TransactionE I L PRC E I L HK$150,385,337$119,954,010 Settlement of purchasecost From To For the Year EndedDecember 31,2021 For the Year EndedDecember 31,2022 Nature of TransactionE I L PRC E I L HK$238,052,654$278,590,295 Settlement of purchasecost We are not prohibited under the laws of the Cayman Islands to provide funding to our operating subsidiaries through loansand/or capital contributions without restriction on the amount of the funds loaned or contributed.Cayman Islands.Subject to Cayman law,the Companies Act and our Memorandum and Articles of Association,our boardof directors may from time to time declare dividends in any currency to be paid to our members.Subject to a solvency test,asprescribed in the Companies Act,and the provisions,if any,of the memorandum and articles of association of an exempted companyincorporated in the Cayman Islands,an exempted company incorporated in the Cayman Islands may pay dividends and distributionsout of its share premium account.In addition,based upon English case law that is likely to be persuasive in the Cayman Islands,dividends may be paid out of profits.Hong Kong.Under Hong Kong law,dividends may only be paid out of distributable profits(that is,accumulated realizedprofits less accumulated realized losses)or other distributable reserves.Dividends cannot be paid out of share capital.There are norestrictions or limitations under the laws of Hong Kong imposed on the conversion of HK dollars into foreign currencies and theremittance of currencies out of Hong Kong,nor is there any restriction on foreign exchange to transfer cash between the Companyand its subsidiaries,across borders and to U.S.investors,nor are there any restrictions or limitations on distributing earnings fromour business and subsidiaries to the Company and U.S.investors.Under the current practice of the Inland Revenue Department ofHong Kong,no tax is payable in Hong Kong in respect of dividends paid by us.Mainland China.Current PRC regulations permit our mainland China subsidiary,E I L PRC,to pay dividends to E I L HK onlyout of its accumulated profits as determined in accordance with PRC accounting standards and regulations.E I L PRC is required toset aside at least 10%of its after-tax profits as the statutory common reserve fund until the cumulative amount of the statutorycommon reserve fund reaches 50%or more of its registered capital,if any,to fund its statutory common reserves,which are notavailable for distribution as cash dividends.Furthermore,the transfer of funds from E I L HK to E I L PRC,either as an increase inregistered capital or a shareholder loan,is subject to approval by registration or filing with relevant Chinese authorities.Capitalcontributions to our mainland China subsidiary are subject to registration with the State Administration for Market Regulation,or theSAMR,or its local branches,information reporting in the online enterprise registration system,and foreign exchange registrationwith qualified banks.In addition,(a)any foreign loan procured by our mainland China subsidiary is required to be filed with theState Administration for Foreign Exchange,or the SAFE,through the online filing system of SAFE,and(b)our mainland Chinasubsidiary may not procure loans exceeding a statutory upper limit which considers our total investment in projects approved by theverifying departments and registered capital.Any loans provided by us to our mainland China subsidiary with a term exceeding oneyear must be recorded and registered with the National Development and Reform Commission,or the NDRC,or its local branches.2Table of Contents Pursuant to the PRC Foreign Exchange Regulations,RMB is,in general,freely convertible for payment under current accountitems such as foreign exchange transactions relating to trading,services and payment of dividend,but not for payment under capitalaccount items including capital transfer,direct investment,securities investment,derivative products or loan,except with priorapproval granted by the SAFE.The payment of current account items,such as profit distributions and trade and service-relatedforeign exchange transactions,can be made in foreign currencies without prior approval from the SAFE by complying with certainprocedural requirements.However,approval from,registration or filing with appropriate government authorities is required whereRMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loansdenominated in foreign currencies.Foreign-Invested enterprises established in China,through providing certain documents(such asthe board resolution and tax registration permit),can purchase foreign exchange for dividend payments,trading or services withoutthe approval from the SAFE.The PRC government may also from time to time impose controls on the conversion of RMB intoforeign currencies and the remittance of currencies out of China.Therefore,we may experience difficulties in completing theadministrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits.Furthermore,if our mainland China subsidiary,E I L PRC incurs debt on its own in the future,the instrument governing the debt may restrict itsability to pay dividends or make other payments.There can be no assurance that the PRC government will not intervene or imposerestrictions to prevent the cash maintained in Hong Kong or mainland China from being transferred out or restrict the deployment ofthe cash into our business or for the payment of dividends.If the Company or its subsidiaries are unable to receive cash derived fromthe profits generated by our operations in China,we may be unable to pay dividends on our Shares.See“Risk Factors RisksRelated to Doing Business in mainland China PRC regulation of loans to and direct investment in PRC entities by offshoreholding companies and governmental control of currency conversion may delay us from remitting the proceeds of this offering intoChina through loans or additional capital contributions to our mainland China subsidiary,thereby diminishing our ability to fund andexpand our business.”See also“Risk Factors Risks Related to Doing Business in mainland China There are significantuncertainties under the PRC Enterprise Income Tax Law relating to the withholding tax liabilities of our mainland China subsidiary,and dividends payable by our mainland China subsidiary to our offshore subsidiaries may not enjoy certain treaty benefits.”As we are a holding company,our ability to make dividend payments,if any,would be contingent upon our receipt of fundsfrom our Hong Kong operating subsidiary E I L HK and mainland China operating subsidiary E I L PRC through intermediateholding companies.As of the date of this prospectus,our subsidiaries have not experienced any difficulties or limitations on theirability to transfer cash between each other;they do not maintain cash management policies or procedures dictating the amount ofsuch funding or how funds are transferred.For more information,see“Dividend Policy,”“Risk Factors”and“Summary Financial Data”and“Unaudited CondensedConsolidated Statements of Changes in Shareholders Equity,”“Consolidated Statements of Changes in Shareholders Equity”in theunaudited condensed financial statements for the six months ended June 30,2023 and audited financial statements for the year endedDecember 31,2022 contained in this prospectus.Permission Required from Hong Kong Authorities Hong Kong is a special administration region of China,having its own governmental and legal system that is independent frommainland China,and as a result,has its own distinct rules and regulation.E I L HK is an operating subsidiary in Hong Kong.As ofthe date of this prospectus,we received the Hong Kong legal opinion issued by our U.S.and Hong Kong counsel,Loeb&Loeb LLP.According to the legal opinion issued by our U.S.and Hong Kong counsel,we,including E I L HK,have received all requisitepermissions or approvals from the Hong Kong authorities to operate our business,including but not limited to obtaining a relevantcertificate of incorporation and business license,and that we,including E I L HK are not required to obtain any permission orapproval from Hong Kong authorities to offer the shares of E I L Cayman to foreign investors.Further,uncertainties still exist due tothe possibility that laws,regulations,or policies in Hong Kong could change rapidly in the future.Should there be any change inapplicable laws,regulations,or interpretations,and we or any of our subsidiaries are required to obtain such permissions orapprovals in the future,we will strive to comply with the then applicable laws,regulations,or interpretations.In the event that we,including E I L HK,(i)do not receive or fail to maintain such permissions or approvals in the future,(ii)inadvertently conclude thatrelevant permissions or approvals were not required,or(iii)are required to obtain such permissions or approvals in the futurefollowing applicable laws,regulations,or interpretation changes,any action taken by the Hong Kong government could significantlylimit or completely hinder our operations and our ability to offer or continue to offer securities to investors and could cause the valueof our securities to significantly decline or be worthless.Permission Required from Mainland China Authorities The PRC government has recently indicated that it may exert more control or influence over offerings of securities conductedoverseas.As of the date of this prospectus,we received the mainland China legal opinion issued by our mainland China counsel,Jingtian&Gongcheng Law Firm.According to the legal opinion issued by our mainland China counsel,to the best of theirknowledge after due inquiry and as confirmed by the Company,as of the date of this prospectus,we are not subject to cybersecurityreview with the Cyberspace Administration of China(“CAC”)to conduct business operations in China,given that:(i)we do notoperate any network platform or provide any network service for individual users,(ii)all the customers and suppliers of E I L PRCare enterprises,(iii)we do not possess a large amount of personal information in our business operations,(iv)we are not recognizedas“operators of critical information infrastructure”by any authentic authority,(v)we have not been involved in any investigationsinitiated by the CAC,nor have we received any inquiry,notice,warning,or sanction in such respect.Nevertheless,the Measures forCybersecurity Review(2021 version)was recently adopted and the Network Internet Data Protection Draft Regulations is in theprocess of being formulated and the interpretation and application of these regulations remain unclear.We have been closelymonitoring regulatory developments in China regarding any necessary approvals from the CSRC,the CAC,or other PRCgovernmental authorities required for the conduct of our business operations and overseas listings,including this offering.3Table of Contents On February 17,2023,the CSRC issued the Trial Administrative Measures of Overseas Securities Offering and Listing byDomestic Enterprises,or the Trial Measures,which became effective on March 31,2023.On the same date of the issuance of theTrial Measures,the CSRC circulated No.1 to No.5 Supporting Guidance Rules,the Notes on the Trial Measures,the Notice onAdministration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and the relevant CSRC Answers toReporter Questions on the official website of the CSRC,or collectively,the Guidance Rules and Notice.The Trial Measures,togetherwith the Guidance Rules and Notice,reiterate the basic supervision principles by providing substantially requirements for filings ofoverseas offering and listing by domestic companies.Under the Trial Measures and the Guidance Rules and Notice,domesticcompanies conducting overseas securities offering and listing activities,either in direct or indirect form,shall complete filingprocedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following its submission ofinitial public offerings or listing application.According to the legal opinion issued by our mainland China counsel and based on itsunderstanding of the relevant PRC laws and regulations as of the date of this prospectus,our offering will not be identified as anindirect overseas issuance.The Trial Measures provides that if the issuer both meets the following criteria,the overseas securitiesoffering and listing conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies:(i)50%ormore of any of the issuers operating revenue,total profit,total assets or net assets as documented in its audited consolidatedfinancial statements for the most recent fiscal year is accounted for by domestic companies;and(ii)the main parts of the issuersbusiness activities are conducted in mainland China,or its main place(s)of business are located in mainland China,or the majority ofsenior management staff in charge of its business operations and management are PRC citizens or have their usual place(s)ofresidence located in mainland China.The following table sets forth the percentage of our operating revenue,total profit,total assets and net assets by jurisdiction:Hong Kong PRC Total Year ended December 31,2021%of Total%of Total HK$million Operating revenue#54.08E.92f0.43 Total profit#66.423.588.29 As of December 31,2021 Total assets 88.60.4020.30 Net assets#61.338.67t.12 Hong Kong PRC Total Year ended December 31,2022%of Total%of Total HK$million Operating revenue#53.56F.44f1.99 Total profit#100.00%N/A*20.34 As of December 31,2022 Total assets 80.15.8579.09 Net assets#72.66.34.22 Hong Kong PRC Total Year ended December 31,2022%of Total%of Total US$million Operating revenue#53.56F.44.33 Total profit#100.00%N/A*2.59 As of December 31,2022 Total assets 80.15.85H.29 Net assets#72.66.34.62#Operating revenue,total profit,and net assets are interpreted as revenues,income before income taxes,and total shareholders equity,respectively in our financial statements.*Loss-making In light of the foregoing,we and Jingtian&Gongcheng Law Firm believe that the listing of our Ordinary Shares on The NasdaqCapital Market(“Nasdaq”)does not constitute an“indirect overseas offering and listing by PRC domestic companies”and that weare not required to complete the filing procedures as stipulated by the Trial Measures because we meet neither of the above criteria:(i)less than 50%of any of the Companys operating revenue,total profit,total assets or net assets as documented in its auditedconsolidated financial statements for 2022 is accounted for by its mainland China subsidiary;(2)the main parts of the Companysbusiness activities are neither carried out in mainland China,nor is its main place of business located in mainland China,and none ofthe members of the senior management team in charge of our business operation and management are Chinese citizens or domiciledin mainland China.If we or our mainland China subsidiary(i)do not receive or maintain such relevant permissions or approvals,(ii)inadvertentlyconclude that such relevant permissions or approvals are not required,or(iii)applicable laws,regulations,or interpretations changeand require us to obtain such permissions or approvals in the future,we may face sanctions by the CSRC,the CAC or other PRCregulatory agencies.These regulatory agencies may impose fines and penalties on our operations in China,limit our ability to paydividends outside of China,limit our operations in China,delay or restrict the repatriation of the proceeds from this offering intoChina or take other actions that could have a material adverse effect on our business as well as the trading price of our Shares.Wecould be required to restructure our operations to comply with such regulations or potentially cease operations in the PRC entirely.The CSRC,the CAC or other PRC regulatory agencies also may take actions requiring us,or making it advisable for us,to halt thisoffering before settlement and delivery of our Shares.In addition,if the CSRC,the CAC or other regulatory PRC agencies laterpromulgate new rules requiring that we obtain their approvals for this offering,we may be unable to obtain a waiver of such approvalrequirements,if and when procedures are established to obtain such a waiver.Any action taken by the PRC government couldsignificantly limit or completely hinder our operations in the PRC and our ability to offer or continue to offer securities to investorsand could cause the value of such securities to significantly decline or be worthless.Further,the Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors,or the M&A Rules,adoptedby six PRC regulatory agencies in 2006 and amended in 2009,requires an overseas special purpose vehicle formed for offeringpurposes through acquisitions of PRC domestic companies and controlled by PRC persons or entities with shares of the offshorespecial purchase vehicles to obtain the approval of the CSRC prior to the offering and trading of such special purpose vehiclessecurities on an overseas stock exchange.According to the legal opinion issued by our mainland China counsel and based on itsunderstanding of the current PRC laws and regulations,we will not be required to submit an application to the CSRC for theapproval of the offering and trading of our Shares because(i)E I L PRC was not established through a merger or requisition of theequity or assets of a“PRC domestic company”as such term is defined under the M&A Rules,(ii)although E I L PRC is a mainlandChina entity,it has been controlled by a non-PRC persons since its incorporation,and(iii)the CSRC currently has not issued anydefinitive rule or interpretation concerning whether an offering like ours under this document is subject to this regulation.However,uncertainties still exist as to how the M&A Rules will be interpreted or implemented,and the opinion of our mainland China counselis subject to any new laws,rules,and regulations or detailed implementations and interpretations in any form relating to the M&ARules.If CSRC approval is required,it is uncertain whether we can or how long it will take us to obtain the approval and,even if weobtain such CSRC approval,such CSRC approval could be rescinded.We cannot assure you that relevant PRC governmentauthorities,including the CSRC,would reach the same conclusion as our mainland China counsel.4Table of Contents Summary of Risk Factors Investing in our Shares involves risks.You should carefully consider the risks described in“Risk Factors”before making adecision to invest in our Shares.If any of these risks actually occur,our business,financial condition,or results of operations couldbe materially and adversely affected.In such case,the trading price of our Shares would likely decline,their liquidity could dropsignificantly and you may lose all or part of your investment.The following is a summary of some of the principal risks we face:Risks Related to Our Business and Doing Business in Hong Kong Our business is subject to a number of risks,including risks that may prevent us from achieving our business objectives or maymaterially and adversely affect our business,financial condition,results of operations,cash flows and prospects.These risks include,but are not limited to,the following:We operate in a competitive market that could result in lower profit margins.We are subject to technological changes in the electronic components and sensors industry.Our purchase orders are not recurring in nature and our future business depends on our continuing success in securingpurchase orders from existing customers and procuring purchase orders from new customers.The success of our business depends on quality controls by our principal suppliers.We are exposed to initial cash outflow in projects,which may adversely affect our corresponding liquidity position.We are dependent on our principal suppliers.If our distribution agreements with these principal suppliers are terminated,interrupted,or adversely modified,our business,financial condition and results of operations could be adversely affected.Interruptions or performance problems associated with our technology and infrastructure may materially and adverselyaffect our business,results of operations,and financial condition.Trade restrictions could materially and adversely affect our business,financial condition and results of operations.Unforeseeable events,such as the global COVID-19 outbreak,could significantly disrupt our supply chain for a prolongedperiod of time.Our results of operation may be materially and adversely affected by a downturn in Hong Kong,mainland China,or theglobal economy,and changes in the economic and political policies of the PRC.See“Risk Factors Risks Related to OurBusiness and Doing Business in Hong Kong Our results of operation may be materially and adversely affected by adownturn in Hong Kong,mainland China or the global economy”on page 24.You may experience difficulties in effecting service of process,enforcing foreign judgments or bringing actions in HongKong against us or our management named in this prospectus based on foreign laws.E I L Cayman is incorporated underthe laws of the Cayman Islands,but the majority of our operations and assets are held by our operating subsidiary,and E I LHK,in Hong Kong.In addition,all of our senior executive officers and directors reside within Hong Kong for a significantportion of the time.As a result,it may be difficult or impossible for investors to effect service of process on us inside HongKong.See“Risk Factors Risks Related to Our Business and Doing Business in Hong Kong You may experiencedifficulties in effecting service of process,enforcing foreign judgments or bringing actions in Hong Kong against us or ourmanagement named in this prospectus based on foreign laws”on page 28.5Table of Contents Recent joint statements by the SEC and PCAOB,Nasdaqs proposed rule changes and the HFCA Act all call for additionaland more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.See“Risk Factors Risks Related to Our Businessand Doing Business in Hong Kong Recent joint statement by the SEC and PCAOB,Nasdaqs proposed rule changes andthe HFCA Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessingthe qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB”on page 24.The Hong Kong legal system embodies uncertainties which could limit the availability of legal protections.Hong Kong is aSpecial Administrative Region of the PRC and enjoys a high degree of autonomy under the“one country,two systems”principle.Any changes to the political and economic environment in Hong Kong may materially and adversely affect ourbusiness and operation.See“Risk Factors Risks Related to Our Business and Doing Business in Hong Kong TheHong Kong legal system embodies uncertainties which could limit the availability of legal protections”on page 27.Risks Related to Doing Business in Mainland China Although the majority of our business is conducted in Hong Kong,part of our business is conducted in mainland China,wherewe may face significant regulatory,liquidity,and enforcement risks and uncertainties relating to doing business in mainland China ingeneral.See“Risk Factors Risks Related to Doing Business in Mainland China”beginning on page 28 for a more detaileddiscussion of the risks involved.The material Mainland China risks include but are not limited to,the following:Uncertainties with respect to the PRC legal system,including risks and uncertainties regarding the enforcement of laws,andsudden or unexpected changes in laws and regulations in the PRC with little advance notice could result in a materialchange in our operations and/or the value of the securities we are registering for sale.There are substantial uncertaintiesregarding the interpretation and application of PRC laws and regulations.These laws and regulations are sometimes vagueand may be subject to future changes,and their official interpretation and enforcement could be unpredictable,with littleadvance notice,which could result in a material change in our operations and/or the value of our Shares.It is also uncertainwhether having all of our directors and officers located in Hong Kong will subject us to the oversight of the Chineseauthorities in the future.See“Risk Factors Risks Related to Doing Business in Mainland China Uncertainties withrespect to the PRC legal system,including risks and uncertainties regarding the enforcement of laws,and sudden orunexpected changes in laws and regulations in the PRC with little advance notice could result in a material change in ouroperations and/or the value of the securities we are registering for sale”on page 28.The PRC government may intervene or influence our operations at any time or may exert more control over offeringsconducted overseas and foreign investment in China-based issuers,which could result in a material change in our operationsand/or the value of the securities we are registering for sale.The PRC government may choose to exercise significantoversight and discretion,and the regulations to which we are subject may change rapidly and with little notice to ourshareholders or us.As a result,the application,interpretation,and enforcement of new and existing laws and regulations inChina are often uncertain.See“Risk Factors Risks Related to Doing Business in Mainland China The PRCgovernment may intervene or influence our operations at any time,which could result in a material change in our operationsand/or the value of the securities we are registering for sale”on page 29.Any actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and/orinvolves or constitutes a foreign investment in China-based issuers,such actions could significantly limit or completelyhinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantlydecline or become worthless.As of the date of this prospectus,our registered public offering in the U.S.is not subject to thereview nor prior approval of the CAC or the CSRC.Nevertheless,the promulgation of new laws or regulations,or the newinterpretation of existing laws and regulations may restrict or otherwise unfavorably impact our ability or way to conductbusiness and may require us to change certain aspects of our business to ensure compliance.See“Risk Factors RisksRelated to Doing Business in Mainland China Any actions by the PRC government to exert more oversight and controlover offerings that are conducted overseas and/or foreign investment in China-based issuers,such actions couldsignificantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value ofsuch securities to significantly decline or become worthless”on page 29.In light of recent events indicating greater oversight by the Cyberspace Administration of China over data security,particularly for companies seeking to list on a foreign exchange,we may be subject to a variety of PRC laws and otherobligations regarding data protection and any other rules,and any failure to comply with applicable laws and obligationscould have a material and adverse effect on our business and the offering.We may become subject to PRC laws relating tothe collection,use,sharing,retention,security,and transfer of confidential and private information,such as personalinformation and other data.In the event of a failure to comply,we may be required to suspend our relevant businesses andbecome subject to fines and other penalties,which may materially and adversely affect our financial condition.In addition,given the recent events indicating greater oversight by the CAC over data security,particularly for companies seeking to liston a foreign exchange,it remains uncertain as to how the New Measures will be interpreted or implemented.PRCregulatory agencies,including the CAC,may adopt new laws,regulations,rules,or detailed implementation andinterpretation related to the New Measures.See“Risk Factors Risks Related to Doing Business in Mainland China Inlight of recent events indicating greater oversight by the Cyberspace Administration of China over data security,particularlyfor companies seeking to list on a foreign exchange,we may be subject to a variety of PRC laws and other obligationsregarding data protection and any other rules,and any failure to comply with applicable laws and obligations could have amaterial and adverse effect on our business and the offering”on page 30.It may be difficult for overseas shareholders and/or regulators to conduct investigation in China.There are significant legalobstacles to providing information needed for regulatory investigations or litigation initiated outside China.See“RiskFactors Risks Related to Doing Business in Mainland China It may be difficult for overseas shareholders and/orregulators to conduct investigations in China”on page 31.We may be required to obtain approval from PRC authorities to list on overseas stock exchanges in the future.See“RiskFactors Risks Related to Doing Business in Mainland China We may be required to obtain approval from PRCauthorities to list on overseas stock exchanges in the future”on page 32.6Table of Contents Risks Related to Our Shares In addition to the risks described above,we are subject to general risks and uncertainties relating to our Shares and this offering,including but not limited to the following:There has been no public market for our Shares prior to this offering;if an active trading market does not develop you maynot be able to resell our Shares at any reasonable price.If we fail to meet applicable listing requirements,Nasdaq may delist our Shares from trading,in which case the liquidityand market price of our Shares could decline.Our status as a“foreign private issuer”under the rules promulgated by the Securities and Exchange Commission under theU.S.federal securities laws(the“SEC rules”),will exempt us from the U.S.proxy rules and the more detailed and frequentSecurities Exchange Act of 1934(the“Exchange Act”)reporting obligations applicable to a U.S.domestic public company.Our status as a foreign private issuer under the Nasdaq Stock Market Rules(the“Nasdaq rules”),will allow us to adoptcertain home country practices in relation to corporate governance matters which may differ significantly from Nasdaqcorporate governance listing standards applicable to a U.S.domestic Nasdaq listed company.Our status as an“emerging growth company”under the the JOBS Act may make it more difficult to raise capital as andwhen we need it.We may allocate the net proceeds from this offering in ways that differ from the estimates discussed in the section titled“Use of Proceeds”and with which you may not agree.7Table of Contents Recent Regulatory Development in China We are aware that,recently,the PRC government initiated a series of regulatory actions and statements to regulate businessoperations in certain areas in China with little advance notice,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companies listed overseas using variable interest entity structure,adopting new measures toextend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.Cybersecurity Laws On December 28,2021,the CAC,the NDRC and several other administrations jointly adopted and published the Measures forCybersecurity Review(2021 version)(“New Measures”),which came into effect on February 15,2022.According to the NewMeasures,if an“operator of critical information infrastructure”or“network platform operator”that is in possession of personal dataof more than one million users intends to list in a foreign country,it must apply for a cybersecurity review.The New Measuresfurther elaborates the factors to be considered when assessing the national security risks of the relevant activities,including,amongothers,(i)the risk of core data,important data or a large amount of personal information being stolen,leaked,destroyed,and illegallyused or exited the country;and(ii)the risk of critical information infrastructure,core data,important data or a large amount ofpersonal information being affected,controlled,or maliciously used by foreign governments after listing abroad.Given the nature of our business,we believe this risk is not significant.E I L PRC may collect and store certain data(includingcertain personal information)from our clients for“Know Your Customers”purpose,who may be PRC individuals.We do notcurrently expect the New Measures to have an impact on our business,operations or this offering as we do not believe that E I LPRC is deemed to be an“operator of critical information infrastructure,”“data processor,”or“network platform operator”controlling personal information of no less than one million users,that are required to file for cybersecurity review before listing inthe U.S.,because(i)as of date of this prospectus,E I L PRC has collected and stored personal information of far less than onemillion users;and(ii)as of the date of this prospectus,E I L PRC has not been involved in any investigations on cybersecurity ordata security initiated by related governmental regulatory authorities,and we have not received any inquiry,notice,warning,orsanction in such respect.Therefore,we are not covered by the permission and requirements from the CSRC nor CAC,and we havereceived all necessary permissions to operate our business in China and no permission has been denied.E I L PRC has received allnecessary permissions required to obtain from PRC authorities to operate its current business in China or issue shares to foreigninvestors.Nevertheless,since these statements and regulatory actions are new,it is highly uncertain how soon the legislative oradministrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations andinterpretations will be modified or promulgated.If the CSRC or other regulatory agencies later promulgate new rules or explanationsrequiring that we obtain their approvals for this offering and any follow-on offering,we cannot assure you that we will be able to listour Shares on U.S.exchanges,or continue to offer securities to investors,which would materially affect the interest of the investorsand cause significantly depreciation of our price of Shares.See“Risk Factors We may be required to obtain approval from PRCauthorities to list on overseas stock exchanges in the future.”8Table of Contents Laws on Offshore Securities Offering On July 6,2021,the relevant PRC government authorities issued Opinions on Strictly Cracking Down Illegal SecuritiesActivities in Accordance with the Law.These opinions emphasized the need to strengthen the administration over illegal securitiesactivities and the supervision on overseas listings by China-based companies and proposed to take effective measures,such aspromoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listedcompanies.As a follow-up,on February 17,2023,the CSRC issued the Trial Administrative Measures of Overseas SecuritiesOffering and Listing by Domestic Enterprises,or the Trial Measures,which became effective on March 31,2023.On the same dateof the issuance of the Trial Measures,the CSRC circulated No.1 to No.5 Supporting Guidance Rules,the Notes on the TrialMeasures,the Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and the relevantCSRC Answers to Reporter Questions on the official website of the CSRC,or collectively,the Guidance Rules and Notice.According to the Trial Measures,together with the Guidance Rules and Notice,a domestic company in the PRC that seeks to offerand list securities on overseas markets shall fulfill the filing procedures with the CSRC as per requirement of the Trial Measureswithin 3 working days after the relevant application is submitted overseas.The Trial Measures also provides that if the issuer bothmeets the following criteria,the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseasoffering by PRC domestic companies:(i)50%or more of any of the issuers operating revenue,total profit,total assets or net assetsas documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by domesticcompanies;and(ii)the main parts of the issuers business activities are conducted in mainland China,or its main place(s)of businessare located in mainland China,or the majority of senior management staff in charge of its business operations and management arePRC citizens or have their usual place(s)of residence located in mainland China.Under the Trial Measures,a domestic company isprohibited from overseas offering and listing if any of the following circumstances is involved:(i)where such securities offering andlisting is explicitly prohibited by provisions in laws,administrative regulations and relevant state rules;(ii)where the intendedsecurities offering and listing may endanger national security as reviewed and determined by competent authorities under the StateCouncil in accordance with laws;(iii)where the domestic company intending to make the securities offering and listing,or itscontrolling shareholders and the actual controller,have committed crimes such as corruption,bribery,embezzlement,misappropriation of property or undermining the order of the socialist market economy during the latest three years;(iv)where thedomestic company intending to make the securities offering and listing is suspected of committing crimes or major violations of lawsand regulations,and is under investigation according to law,and no conclusion has yet been made thereof;and(v)where there arematerial ownership disputes over equity held by the domestic companys controlling shareholder or by other shareholders that arecontrolled by the controlling shareholder and/or actual controller.As these laws and regulations are recently issued,official guidance and related implementation rules have not been issued yetand the interpretation of these opinions remains unclear at this stage.We cannot assure you that any new rules or regulationspromulgated in the future will not impose additional requirements on us.If it is determined in the future that approval from theCSRC or other regulatory authorities or other procedures are required for this offering,it is uncertain whether we can or how long itwill take us to obtain such approval or complete such procedures and any such approval or completion could be rescinded.Anyfailure to obtain or delay in obtaining such approval or completing such procedures for this offering,or a rescission of any suchapproval if obtained by us,would subject us to sanctions by the CSRC or other PRC regulatory authorities for failure to seek CSRCapproval or other government authorization for this offering.These regulatory authorities may impose fines and penalties on ouroperations in China,limit our ability to pay dividends outside of China,limit our operating privileges in China,delay or restrict therepatriation of the offering from this offering into China or take other actions that could materially and adversely affect our business,financial condition,results of operations,and prospects,as well as the trading price of our shares.The CSRC or other PRCregulatory authorities also may take actions requiring us,or making it advisable for us,to halt this offering before settlement anddelivery of the Shares offering hereby.Consequently,if you engage in market trading or other activities in anticipation of and prior tosettlement and delivery,you do so at the risk that settlement and delivery may not occur.In addition,if the CSRC or other regulatoryauthorities later promulgate new rules or explanations requiring that we obtain their approvals or accomplish the required filing orother regulatory procedures for this offering,we may be unable to obtain a waiver of such approval requirements,if and whenprocedures are established to obtain such a waiver.Any uncertainties or negative publicity regarding such approval requirementcould materially and adversely affect our business,prospects,financial condition,reputation,and the trading price of the shares.9Table of Contents Implications of the HFCA Act Our auditor is required by the laws of the United States to undergo regular inspections by the PCAOB.If our securities becomelisted on a national securities exchange or quoted on the over-the-counter market in the United States,trading in our securities maybe prohibited under the HFCA Act,and our securities may be subject to delisting if the PCAOB cannot inspect or completelyinvestigate our auditor for three consecutive years beginning 2021.Our independent registered public accounting firms auditdocumentation related to their audit reports included in this prospectus include audit documentation located in mainland China.OnJune 22,2021,the U.S.Senate passed Accelerating Holding Foreign Companies Accountable Act and on December 29,2022,theConsolidated Appropriations Act was signed into law by President Biden,which contained,among other things,an identicalprovision to Accelerating Holding Foreign Companies Accountable Act and amended the Holding Foreign Companies AccountableAct by requiring the SEC to prohibit an issuers securities from trading on a national securities exchange or in the over-the-countermarket in the United States if its auditor is not subject to PCAOB inspections for two consecutive years instead of three,thusreducing the time before your securities may be prohibited from trading or delisted.On December 16,2021,the PCAOB issued areport to notify the SEC its determinations that it is unable to inspect or investigate completely registered public accounting firmsheadquartered in mainland China and Hong Kong,respectively,and identifies the registered public accounting firms in mainlandChina and Hong Kong that are subject to such determinations.The auditor of the Company,ARK Pro CPA&Co,is headquartered inHong Kong and is not among the auditor firms listed on the determination list issued by the PCAOB,which notes all of the auditorfirms that the PCAOB is not able to inspect.On August 26,2022,the CSRC,the Ministry of Finance of the PRC,and the PCAOBsigned a Statement of Protocol,or the Protocol,governing inspections and investigations of audit firms based in China and HongKong.The Protocol remains unpublished and is subject to further explanation and implementation.Pursuant to the fact sheet withrespect to the Protocol disclosed by the SEC,the PCAOB shall have independent discretion to select any issuer audits for inspectionor investigation and has the unfettered ability to transfer information to the SEC.On December 15,2022,the PCAOB Boarddetermined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firmsheadquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.However,shouldPRC authorities obstruct or otherwise fail to facilitate the PCAOBs access in the future,the PCAOB Board will consider the need toissue a new determination.Our securities may be delisted or prohibited from trading if the PCAOB determines that it cannot inspector investigate completely our auditor under the HFCA Act.See“Risk Factors Recent joint statements by the SEC and PCAOB,Nasdaqs proposed rule changes and the HFCA Act all call for additional and more stringent criteria to be applied to emergingmarket companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by thePCAOB.”Corporate Information Our principal office is located at Unit A,17/F.,Mai Wah Industrial Building,1-7 Wah Sing Street,Kwai Chung,Hong Kong,and our telephone number is 852 2741 6811.Our registered office in the Cayman Islands is located at the Conyers Trust Company(Cayman)Limited,Cricket Square,Hutchins Drive,P.O.Box 2681,Grand Cayman,KY1-1111,Cayman Islands.The informationcontained therein or connected thereto shall not be deemed to be incorporated into this prospectus or the registration statement ofwhich it forms a part.Our agent for service of process in the United States is Cogency Global Inc.,located at 122 East 42nd Street,18th Floor New York,NY 10168.Implications of Being an Emerging Growth Company and a Foreign Private Issuer As a company with less than$1.235 billion in revenue during our most recently completed fiscal year,we qualify as an“emerging growth company”as defined in Section 2(a)of the Securities Act,as modified by the JOBS Act.As an emerging growthcompany,we may take advantage of certain reduced disclosure and requirements that are otherwise applicable generally to U.S.public companies that are not emerging growth companies.These provisions include:the option to include in an initial public offering registration statement only two years of audited financial statements andselected financial data and only two years of related disclosure;reduced executive compensation disclosure;and an exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002(“Sarbanes-OxleyAct”)in the assessment of our internal control over financial reporting.10Table of Contents The JOBS Act also permits an emerging growth company,such as us,to delay adopting new or revised accounting standardsuntil such time as those standards are applicable to private companies.We have not elected to“opt out”of this provision,whichmeans that when a standard is issued or revised and it has different application dates for public or private companies,we will havethe discretion to adopt the new or revised standard at the time private companies adopt the new or revised standard and Ourdiscretion will remain until such time that we either(i)irrevocably elect to“opt out”of such extended transition period or(ii)nolonger qualify as an emerging growth company.We will remain an emerging growth company until the earliest of:the last day of our fiscal year during which we have total annual revenue of at least$1.235 billion;the last day of our fiscal year following the fifth anniversary of the closing of this offering;the date on which we have,during the previous three-year period,issued more than$1.0 billion in non-convertible debtsecurities;or the date on which we are deemed to be a“large accelerated filer”under the Exchange Act,which,among other things,would occur if the market value of our Shares that are held by non-affiliates exceeds$700 million as of the last business dayof our most recently completed second fiscal quarter.We have taken advantage of reduced reporting requirements in this prospectus.Accordingly,the information contained hereinmay be different than the information you receive from other public companies.In addition,upon closing of this offering,we will report under the Exchange Act as a“foreign private issuer.”As a foreignprivate issuer,we may take advantage of certain provisions under the Nasdaq rules that allow us to follow Cayman Islands law forcertain corporate governance matters.Even after we no longer qualify as an emerging growth company,as long as we qualify as aforeign private issuer under the Exchange Act,we will be exempt from certain provisions of the Exchange Act that are applicable toU.S.domestic public companies,including:the sections of the Exchange Act regulating the solicitation of proxies,consents,or authorizations in respect of a securityregistered under the Exchange Act;the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities andliability for insiders who profit from trades made in a short period of time;the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission of quarterly reports onForm 10-Q containing unaudited financial and other specified information,or current reports on Form 8-K,upon theoccurrence of specified significant events;and Regulation Fair Disclosure(“Regulation FD”),which regulates selective disclosures of material information by issuers.We are also a foreign private issuer.Foreign private issuers,like emerging growth companies,are also exempt from certain morestringent executive compensation disclosure rules.Thus,if we remain a foreign private issuer,even if we no longer qualify as anemerging growth company,we will continue to be exempt from the more stringent compensation disclosures required of publiccompanies that are neither an emerging growth company nor a foreign private issuer.We may take advantage of these exemptions until such time as we are no longer a foreign private issuer.We are required todetermine our status as a foreign private issuer on an annual basis at the end of our second fiscal quarter.We would cease to be aforeign private issuer at such time as more than 50%of our outstanding voting securities are held by U.S.residents and any of thefollowing three circumstances apply:the majority of our executive officers or directors are U.S.citizens or residents;more than 50%of our assets are located in the United States;or our business is administered principally in the United States.11Table of Contents THE OFFERING Shares offered by us Shares(or Shares if the underwriters exercise their option to purchaseadditional Shares in full).Shares to be outstanding after this offering Shares(or Shares if the underwriters exercise their option to purchaseadditional Shares in full).Option to purchase additional Shares We have granted the underwriters an option to purchase up to additionalShares from us within 45 days of the date of this prospectus.Use of proceeds We estimate that we will receive net proceeds from this offering ofapproximately$million,or approximately$million if theunderwriters exercise their option to purchase additional Shares in full,basedon an assumed initial public offering price of$per Share,which is themidpoint of the price range set forth on the cover page of this prospectus,afterdeducting the estimated underwriting discounts and commissions and estimatedoffering expenses payable by us.We intend to use the net proceeds from this offering as follows:approximately 20%for expanding our research and development;approximately 20%for enhancing our industry position and strengtheningbusiness development,by increasing our brand recognition throughmarketing and promotion,and expand the presence of our sales forcegeographically to expand our customers base;approximately 25%for strengthening our project and engineering team forexpanding the scale and scope on engineering and project development;approximately 25%for improving our pre-and post-sale support byexpanding our engineering support center(office)and strengthen ourtechnical expertise;and approximately 10%to fund general administration and working capital.See“Use of Proceeds”for additional information.Risk factors See“Risk Factors”and other information included in this prospectus for adiscussion of factors you should carefully consider before deciding to invest inour Shares.Listing We have applied to list our Shares on the Nasdaq Capital Market under thesymbol“EIL”.At this time,Nasdaq Capital Market has not yet approved ourapplication to list our Ordinary Shares.The closing of this offering isconditioned upon Nasdaq Capital Markets final approval of our listingapplication.However,there is no assurance that this offering will be closed andour Shares will be trading on the Nasdaq Capital Market.If the Nasdaq CapitalMarket does not approve our listing application this initial public offering willbe terminated.The number of Shares to be outstanding after this offering is based on Shares outstanding as of the date of this prospectus.Unless otherwise indicated,all information in this prospectus assumes or gives effect to:no exercise by the underwriters of their option to purchase up to additional Shares from us;and the adoption and effectiveness of the amendments to our Articles of Association,which will occur immediately prior to theclosing of this offering.12Table of Contents SUMMARY CONSOLIDATED FINANCIAL DATA The following summary consolidated statements of operations and comprehensive income for the six months ended June 30,2023 and 2022 and the years ended December 31,2022 and 2021 and consolidated balance sheets data as of June 30,2023 and 2022December 31,2022 and 2021 have been derived from our consolidated financial statements included elsewhere in this prospectus.Our consolidated financial statements are prepared and presented in accordance with U.S.GAAP.Our historical results are notnecessarily indicative of the results that may be expected for any future period.The following summary consolidated financial datashould be read in conjunction with“Managements Discussion and Analysis of Financial Condition and Results of Operations”andour consolidated financial statements included elsewhere in this prospectus.Selected Consolidated Statements of Operations and Comprehensive Income Data:Six months ended June 30,2022 2023 2023 HK$HK$US$Revenues,net 354,435,742 313,489,882 39,935,017 Cost of revenue (301,138,041)(276,664,099)(35,243,834)Gross profit 53,297,701 36,825,783 4,691,183 Operating expenses (27,093,735)(26,910,694)(3,428,114)Income from operations 26,203,966 9,915,089 1,263,069 Other expense,net (2,598,669)(11,663,695)(1,485,821)Income tax expense (3,584,367)Net income(loss)20,020,930 (1,748,606)(222,752)Other comprehensive loss (1,398,708)(3,788,041)(482,554)Comprehensive income(loss)18,622,222 (5,536,647)(705,306)Years ended December 31,2021 2022 2022 HK$HK$US$Revenues,net 660,428,620 661,994,054 84,330,453 Cost of revenue (568,415,179)(573,207,538)(73,020,069)Gross profit 92,013,441 88,786,516 11,310,384 Operating expenses (56,144,785)(57,154,669)(7,280,849)Income from operations 35,868,656 31,631,847 4,029,535 Other income(expense),net 2,424,655 (11,295,285)(1,438,889)Income tax expense (4,111,959)(458,596)(58,420)Net income 34,181,352 19,877,966 2,532,226 Other comprehensive income(loss)644,320 (853,232)(108,691)Comprehensive income 34,825,672 19,024,734 2,423,535 Selected Consolidated Balance Sheet Data:As of December 31,As of June 30,2021 2022 2022 2023 2023 HK$HK$US$HK$US$Current assets 313,831,231 371,978,326 47,385,773 361,361,179 46,033,272 Non-current assets 6,468,216 7,116,482 906,559 16,690,596 2,126,191 Total assets 320,299,447 379,094,808 48,292,332 378,051,775 48,159,463 Total liabilities 246,180,094 287,870,721 36,671,429 311,564,335 39,689,725 Total shareholders equity 74,119,353 91,224,087 11,620,903 66,487,440 8,469,738 Selected Consolidated Cash Flow Data:Six months ended June 30,2022 2023 2023 HK$HK$US$Net cash(used in)provided by operating activities (43,963,908)265,840 33,866 Net cash used in investing activities (35,606)(13,165,388)(1,677,120)Net cash provided by financing activities 39,319,681 7,152,018 911,085 Effect on exchange rate change on cash,cash equivalents andrestricted cash (1,381,373)(3,772,939)(480,628)Net change in cash,cash equivalent and restricted cash (6,061,206)(9,520,469)(1,212,797)Cash,cash equivalent and restricted cash,beginning of period 40,943,665 54,080,588 6,889,246 Cash,cash equivalent and restricted cash,end of period 34,882,459 44,560,119 5,676,449 Years ended December 31,2021 2022 2022 HK$HK$US$Net cash used in operating activities (15,635,588)(31,641,988)(4,030,826)Net cash used in investing activities (201,864)(180,488)(22,992)Net cash provided by financing activities 16,154,614 45,783,263 5,832,263 Effect on exchange rate change on cash,cash equivalents andrestricted cash 632,446 (823,864)(104,951)Net change in cash,cash equivalent and restricted cash 949,608 13,136,923 1,673,494 Cash,cash equivalent and restricted cash,beginning of year 39,994,057 40,943,665 5,215,753 Cash,cash equivalent and restricted cash,end of year 40,943,665 54,080,588 6,889,247 13Table of Contents RISK FACTORS Investing in our Shares is highly speculative and involves a significant degree of risk.You should carefully consider thefollowing risks,as well as other information contained in this prospectus,before making an investment in our company.The risksdiscussed below could materially and adversely affect our business,prospects,financial condition,results of operations,cash flows,ability to pay dividends and the trading price of our Shares.Additional risks and uncertainties not currently known to us or that wecurrently deem to be immaterial may also materially and adversely affect our business,prospects,financial condition,results ofoperations,cash flows and ability to pay dividends,and you may lose all or part of your investment.Risks Related to Our Business and Doing Business in Hong Kong We operate in a competitive market that could result in lower profit margins.Although we have built long lasting relationships with our key customers,we cannot guarantee that some of our competitorswould not have more financial and human resources,more competitive pricing strategies or closer relationships with manufacturersof electronic components than we have.In the event that our competitors offer less expensive alternatives,engage in aggressivepricing in order to increase their market share,or are capable of supplying products with superior performance,functions orefficiency,we could lose customers to our competitors and our business,financial condition and results of operations could beadversely affected.Competition could also lead to,among other things,stricter terms in agreements with manufacturers of electroniccomponents,which may have an adverse impact on our business,financial condition and results of operations.We are subject to technological changes in the electronic components and sensors industry.The electronic components and sensors industry is characterized by rapidly changing technology,and evolving industrystandards,with frequent introductions and enhancements of new products and services.Customers also expect fast technologyadvancement in various products such as automotive,industrial/automation,computing and communication system,homeappliances,power management,and healthcare and medical.Accordingly,our future success will depend on our ability to adapt torapidly changing technologies,adapting our services to the evolving industry standards and continually improve the know-how ofour staff in response to evolving demands of the marketplace.Failure to adapt to such changes would have a material adverse effecton our business and results of operations.Our purchase orders are not recurring in nature and our future business depends on our continuing success in securingpurchase orders from existing customers and procuring purchase orders from new customers.For the six months ended June 30,2023 and 2022,approximately HK$310.7 million(US$39.6 million)and HK$308.1million of our revenue was generated from our existing customers,representing 99%and 98%of our total revenue,respectively.Forthe years ended December 31,2022 and 2021,approximately HK$642.4 million(US$81.8 million)and HK$640.9 million of ourrevenue was generated from our existing customers,representing 97%and 97%of our total revenue,respectively.Our managementbelieves that competition in the electronic components industry is intense and our ability to secure purchase orders is one of thecritical factors that is important to our success.Our success requires us to maintain good relationships with our existing customersand to develop new relationships with potential customers.However,there is no assurance that our customers will continue toprovide us with new business.In the event that we are unable to succeed in securing existing customers and obtaining sufficientnumber of recurring and/or new purchase orders,our competitive advantage may be weakened,which may have an adverse impacton our business,financial condition and results of operations.14Table of Contents Some of the customers may cancel,change or postpone their purchase orders.We typically enter into individual purchase orders with our customers that could be altered,reduced or cancelled accordingto its terms and conditions,our customers could change their order levels or stop placing orders altogether with little or no notice tous.The loss of one or more of our customers,a substantial reduction in the size of their orders,or our failure to identify additional orreplacement customers

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

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