1、2022/12/13https:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htm1/165F-1 1 tm2226747d1_f-1.htm FORM F-1As filed with the Securities and Exchange Commission on September 30,2022.Registr

2、ation No.333-UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Blue-Touch Holdings Group Co.,Ltd(Exact name of registrant as specified in its charter)Cayman Islands 2840 Not Applicable(State or other jurisdiction of

3、incorporation or organization)(Primary Standard Industrial Classification Code Number)(I.R.S.Employer Identification Number)No.1 Pengda Road,Hunan Town,Changle DistrictFuzhou City,Fujian ProvinceThe Peoples Republic of China 350212+86-183-5916-6777(Address,including zip code,and telephone number,inc

4、luding area code,of registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th Floor New York,NY 10168(212)947-7200(Name,address,including zip code,and telephone number,including area code,of agent for service)With a Copy to:Ying Li,Esq.Lisa Forcht,Esq.Hunter Taubman Fische

5、r&Li LLC 48 Wall Street,Suite 1100New York,NY 10005 212-530-2206Laura Hua Luo Hemmann,Esq.King&Wood Mallesons500 Fifth Avenue,50th FloorNew York,NY 10110212-319-4755 Approximate date of commencement of proposed sale to the public:Promptly after the effective date of this registration statement.If an

6、y of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the SecuritiesAct 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,pl

7、ease check the followingbox and list 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(c)under the Securities Act,check the following box and list the Securities

8、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 list the SecuritiesAct registration statement number of the earlier eff

9、ective 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 of 1933 Emerging growth companyx If an emerging growth company that prepares its financial statements in accordance with U.S.GA

10、AP,indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant toSection 7(a)(2)(B)of the Securities Act The Registrant hereby amends this registration statement on such date or d

11、ates as may be necessary to delay its effective date until theRegistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective inaccordance with Section 8(a)of the Securities Act of 1933,as amended,or until the registration statem

12、ent shall become effective on suchdate as the Securities and Exchange Commission,acting pursuant to such Section 8(a),may determine.2022/12/13https:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm22267

13、47d1_f-1.htm2/165 2022/12/13https:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htm3/165 The information in this prospectus is not complete and may be changed.We may not sell the securi

14、ties until the registration statement filed withthe Securities and Exchange Commission is effective.This prospectus is not an offer to sell these securities and it is not soliciting any offer to buythese securities in any jurisdiction where such offer or sale is not permitted.SUBJECT TO COMPLETION P

15、RELIMINARY PROSPECTUS DATED,2022 Ordinary Shares Blue-Touch Holdings Group Co.,Ltd This is an initial public offering of the ordinary shares of Blue-Touch Holdings Group Co.,Ltd(the“Company”),a holding company incorporatedin the Cayman Islands.The Company is offering on a firm commitment basis its o

16、rdinary shares,par value US$0.0005 per share(“OrdinaryShares”).Prior to the completion of this offering,there has been no public market for the Ordinary Shares.The offering is being made on a“firmcommitment”basis by Univest Securities,LLC(the“Underwriter”).See“Underwriting.”The Company expects the i

17、nitial public offering price tobe in the range of$to$per Ordinary Share.The Company has reserved the symbol“”for purposes of listing the Ordinary Shares on theNasdaq Capital Market and plans to apply to list the Ordinary Shares on the Nasdaq Capital Market.It is a condition to the closing of this of

18、feringthat the Ordinary Shares qualify for listing on the Nasdaq Capital Market.Unless otherwise stated,as used in this prospectus,the terms“Blue-Touch”and the“Company”refer to Blue-Touch Holdings Group Co.,Ltd,anexempted company with limited liability incorporated under the laws of the Cayman Islan

19、ds,and when describing Blue-Touch Holdings Group Co.,Ltds consolidated financial information,also include the Companys subsidiaries organized under the laws of the Peoples Republic of China(the“PRC”);the term“the WFOE”refers to Fujian Blue-Touch Holdings Group Co.,Ltd.,the Companys wholly owned dire

20、ct subsidiary organizedunder the laws of the PRC;and the term“the operating entity”refers to Fujian Blue-Touch Technology Co.,Ltd.,the Companys wholly ownedindirect subsidiary organized under the laws of the PRC.2022/12/13https:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_

21、f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htm4/165 Investors are cautioned that the Ordinary Shares offered in this prospectus are shares of the Cayman Islands holding company,which hasno material operations of its own and conducts substantially all of

22、its operations through the operating entity.Therefore,investors will notdirectly hold equity interests in any of the PRC subsidiaries.Investing in the Ordinary Shares involves a high degree of risk,including the risk of losing your entire investment.The risks could result ina material change in the

23、value of the securities the Company is registering for sale or could significantly limit or completely hinder theCompanys ability to offer or continue to offer securities to investors.See“Risk Factors”beginning on page 11 to read about factors you shouldconsider before buying our Ordinary Shares.As

24、substantially all of the Companys operations are conducted by the operating entity in China,the Company is subject to legal andoperational risks associated with having substantially all of its operations in China,including risks related to the legal,political andeconomic policies of the Chinese gove

25、rnment,the relations between China and the United States,or Chinese or United States regulations,which risks could result in a material change in the operations and/or cause the value of the Companys Ordinary Shares to significantlydecline or become worthless,and affect the Companys ability to offer

26、 or continue to offer securities to investors.Recently,the PRCgovernment initiated a series of regulatory actions and made a number of public statements on the regulation of business operations inChina with little advance notice,including cracking down on illegal activities in the securities market,

27、enhancing supervision over China-based companies listed overseas,adopting new measures to extend the scope of cybersecurity reviews,and expanding efforts in anti-monopoly enforcement.As advised by our PRC legal counsel,AllBright Law Offices(Fuzhou),as of the date of this prospectus,theCompany is not

28、 directly subject to these regulatory actions or statements,as the Company has not implemented any monopolistic behaviorand its business does not involve the collection of user data,implicate cybersecurity,or involve any other type of restricted industry.Noeffective laws or regulations in the PRC ex

29、plicitly require the Company to seek approval from the China Securities RegulatoryCommission(the“CSRC”)or any other PRC governmental authorities for the Companys overseas listing plan,nor has the Company orany of the PRC subsidiaries received any inquiry,notice,warning or sanctions regarding the pla

30、nned overseas listing from the CSRC orany other PRC governmental authorities.However,since these statements and regulatory actions by the PRC government are newlypublished and official guidance and related implementation rules have not been issued,it is highly uncertain what the potential impactsuch

31、 modified or new laws and regulations will have on the Companys daily business operation,the ability to accept foreign investmentsand list on an U.S.exchange.The Standing Committee of the National Peoples Congress(the“SCNPC”)or other PRC regulatoryauthorities may in the future promulgate laws,regula

32、tions or implementing rules that require the Company,or any of the PRCsubsidiaries,to obtain regulatory approval from Chinese authorities before listing in the U.S.If the Company does not receive or maintainthe approval,or inadvertently concludes that such approval is not required,or applicable laws

33、,regulations,or interpretations change suchthat the Company is required to obtain approval in the future,the Company may be subject to an investigation by competent regulators,fines or penalties,or an order prohibiting the Company from conducting an offering,and these risks could result in a materia

34、l adversechange in the operations and the value of the Ordinary Shares,significantly limit or completely hinder the Companys ability to offer orcontinue to offer securities to investors,or cause such securities to significantly decline in value or become worthless.See“Risk FactorsRisks Related to Do

35、ing Business in the PRC”beginning on page 17 for a discussion of these legal and operational risks and other information thatshould be considered before purchasing our Ordinary Shares.2022/12/13https:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htmhttps:/www.sec.gov/Ar

36、chives/edgar/data/1944946/0004685/tm2226747d1_f-1.htm5/165 In addition,the Ordinary Shares may be prohibited to trade on a national exchange or over-the-counter under the Holding ForeignCompanies Accountable Act if the Public Company Accounting Oversight Board(the“PCAOB”)is unable to insp

37、ect the Companysauditors for three consecutive years beginning in 2021.The Companys auditor,TPS Thayer,LLC,is an independent registered publicaccounting firm with the PCAOB,and as an auditor of publicly traded companies in the U.S.,is subject to laws in the U.S.pursuant towhich the PCAOB conducts re

38、gular inspections to assess its compliance with the applicable professional standards.The PCAOB currentlyhas access to inspect the working papers of the Companys auditor and such auditor is not subject to the determinations announced by thePCAOB on December 16,2021.On June 22,2021,the U.S.Senate pas

39、sed the Accelerating Holding Foreign Companies Accountable Act,which,if passed by the U.S.House of Representatives and signed into law,would reduce the time for foreign companies to comply withPCAOB audits to two consecutive years instead of three,thus reducing the time period for triggering the pro

40、hibition on trading.OnAugust 26,2022,the PCAOB signed a Statement of Protocol(the“SOP”)Agreement with the CSRC and Chinas Ministry of Finance.TheSOP,together with two protocol agreements governing inspections and investigations(together,the“SOP Agreements”),establish aspecific,accountable framework

41、to make possible complete inspections and investigations by the PCAOB of audit firms based in mainlandChina and Hong Kong,as required under U.S.law.If the PCAOB continues to be prohibited from conducting complete inspections andinvestigations of PCAOB-registered public accounting firms in mainland C

42、hina and Hong Kong,the PCAOB is likely to determine by theend of 2022 that positions taken by authorities in the PRC obstructed its ability to inspect and investigate registered public accountingfirms in mainland China and Hong Kong completely,then the companies audited by those registered public ac

43、counting firms would besubject to a trading prohibition on U.S.markets pursuant to the Holding Foreign Companies Accountable Act.See“Risk FactorsRisksRelated to our Ordinary Shares and This OfferingRecent joint statement by the SEC and the PCAOB proposed rule changes submitted by Nasdaq,and the Hold

44、ing Foreign Companies Accountable Act passed by the US Senate all call for additional and more stringent criteria to be applied toemerging market companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by thePCAOB.These developments could ad

45、d uncertainties to our offering”on page 27.As a Cayman Islands holding company,the Company may rely on dividends and other distributions on equity paid by its PRC subsidiariesfor cash and financing requirements.If any of the PRC subsidiaries incurs debt on their own behalf in the future,the instrume

46、ntsgoverning such debt may restrict their ability to pay dividends to the Company.However,none of the PRC subsidiaries have made anydividends or other distributions to the Company as of the date of this prospectus.In the future,cash proceeds raised from overseasfinancing activities,including this of

47、fering,may be transferred by the Company to the PRC subsidiaries via capital contribution orshareholder loans,as the case may be.As of the date of this prospectus,the Company has not made any dividend or distributions to U.S.investors,and there were no cash flows between the Company and the PRC subs

48、idiaries.To the extent cash or assets in the business are inthe PRC or a PRC entity,the funds or assets may not be available to fund operations or for other use outside of the PRC due tointerventions in or the imposition of restrictions and limitations on the ability of the Company or the PRC subsid

49、iaries by the PRCgovernment to transfer cash or assets.See“Risk Factors”and“Prospectus SummaryAsset Transfers Between the Holding Company and OurSubsidiaries.”The Company is both an“emerging growth company”and a“foreign private issuer”as defined under the U.S.federal securities laws and,as such,may

50、elect to comply with certain reduced public company reporting requirements for this and future filings.See“Prospectus SummaryImplications of Being an Emerging Growth Company”and“Prospectus SummaryImplications of Being a Foreign Private Issuer.”As of the date of this prospectus,the Company and the PR

51、C subsidiaries have not distributed any earnings,nor do they have any plan to distributeearnings in the foreseeable future.As of the date of this prospectus,none of the PRC subsidiaries have made any dividends or distributions to theCompany and the Company has not made any dividends or distributions

52、 to the Companys shareholders or U.S.investors.The Company intends tokeep any future earnings to finance business operations,and does not anticipate that any cash dividends will be paid in the foreseeable future.If theCompany determines to pay dividends on any of the Ordinary Shares in the future,as

53、 a holding company,the Company will be dependent onreceipt of funds from the WFOE,which in turn will rely on payments made from the operating entity.There were no cash transfers and transfers ofother assets between the Company and the PRC subsidiaries during the fiscal years ended December 31,2021,a

54、nd 2020.See“Prospectus SummaryAsset Transfers Between the Holding Company and Our Subsidiaries”and the Companys audited consolidated financial statements for the fiscalyears ended December 31,2021,and 2020.Per Share Total Initial public offering price$Underwriters discounts(1)$Proceeds to our Compan

55、y before expenses(2)$(1)See“Underwriting”in this prospectus for more information regarding our arrangements with the Underwriter.(2)We expect our total cash expenses for this offering(including cash expenses payable to the Underwriter for its accountable out-of-pocketexpenses)to be approximately$,ex

56、clusive of the above discounts.In addition,we will pay additional items of value in connection withthis offering that are viewed by the Financial Industry Regulatory Authority,or FINRA,as underwriting compensation.These payments willfurther reduce proceeds available to us before expenses.See“Underwr

57、iting.”2022/12/13https:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htm6/165 This offering is being conducted on a firm commitment basis.The Underwriter is obligated to take and pay fo

58、r all of the Ordinary Shares if anysuch Ordinary Shares are taken.The Underwriter expects to deliver the Ordinary Shares against payment as set forth under“Underwriting,”on or about,2022.Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body

59、has approved ordisapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminaloffense.Prospectus dated,2022.2022/12/13https:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htmhttps:/www.sec.gov/Arch

60、ives/edgar/data/1944946/0004685/tm2226747d1_f-1.htm7/165 TABLE OF CONTENTS Page PROSPECTUS SUMMARY 2 RISK FACTORS 11 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 36 ENFORCEABILITY OF CIVIL LIABILITIES 37 USE OF PROCEEDS 38 DIVIDEND POLICY 39 CAPITALIZATION 40 DILUTION 42 CORPORATE HIST

61、ORY AND STRUCTURE 44 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 45 BUSINESS 56 REGULATION 68 MANAGEMENT 80 PRINCIPAL SHAREHOLDERS 85 RELATED PARTY TRANSACTIONS 87 DESCRIPTION OF SHARE CAPITAL 88 SHARES ELIGIBLE FOR FUTURE SALE 108 MATERIAL INCOME TAX CONSIDE

62、RATION 110 UNDERWRITING 117 EXPENSES RELATING TO THIS OFFERING 122 LEGAL MATTERS 122 EXPERTS 122 WHERE YOU CAN FIND ADDITIONAL INFORMATION 122 INDEX TO FINANCIAL STATEMENTS F-1 2022/12/13https:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htmhttps:/www.sec.gov/Archives/

63、edgar/data/1944946/0004685/tm2226747d1_f-1.htm8/165 About this Prospectus We and the Underwriter have not authorized anyone to provide any information or to make any representations other than those contained in thisprospectus or in any free writing prospectuses prepared by us or on our b

64、ehalf or to which we have referred you.We take no responsibility for,andcan provide no assurance as to the reliability of,any other information that others may give you.This prospectus is an offer to sell only theOrdinary Shares offered hereby,but only under circumstances and in jurisdictions where

65、it is lawful to do so.We are not making an offer to sellthese securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or toany person to whom it is not permitted to make such offer or sale.For the avoidance of dou

66、bt,no offer or invitation to subscribe for OrdinaryShares is made to the public in the Cayman Islands.The information contained in this prospectus is current only as of the date on the front cover ofthe prospectus.Our business,financial condition,results of operations,and prospects may have changed

67、since that date.Conventions that Apply to this Prospectus Unless otherwise indicated or the context requires otherwise,references in this prospectus to:“BVI”are to the British Virgin Islands;“China”or the“PRC”are to the Peoples Republic of China,excluding Taiwan for the purposes of this prospectus o

68、nly;“shares,”“Shares,”“ordinary shares,”or“Ordinary Shares”are to the ordinary shares of Blue-Touch(as defined below),par valueUS$0.0005 per share;“the operating entity”are to Fujian Blue-Touch Technology Co.,Ltd.,a company with limited liability organized under the laws of thePRC,which is wholly ow

69、ned by the WFOE(as defined below);“the PRC subsidiaries”or“our PRC subsidiaries”are to the operating entity and the WFOE(as defined below);“the WFOE”are to Fujian Blue-Touch Holdings Group Co.,Ltd.,a company with limited liability organized under the laws of the PRC,which is wholly owned by Blue-Tou

70、ch(as defined below);“U.S.dollars,”“$,”“US$,”and“dollars”are to the legal currency of the United States;and“we,”“us,”“our,”“Blue-Touch,”or the“Company”are to Blue-Touch Holdings Group Co.,Ltd,an exempted company with limitedliability incorporated under the laws of the Cayman Islands.Our reporting an

71、d functional currency is the Renminbi.Solely for the convenience of the reader,this prospectus contains translations of some RMBamounts into U.S.dollars,at specified rates.The results of operations denominated in foreign currency are translated at the average rate ofexchange during the reporting per

72、iod,which is RMB6.4474 to US$1.00 and RMB6.8941 to US$1.00 for the years ended December 31,2021 and2020,respectively.Assets and liabilities denominated in foreign currency at the balance sheet date are translated at the applicable rate of exchangein effect at that date,which is RMB6.3757 to US$1.00

73、and RMB6.5249 to US$1.00 for the years ended December 31,2021 and 2020,respectively,as published by the Federal Reserve Board on December 31,2021 and December 31,2020.The Company has made rounding adjustments to reachsome of the figures included in this prospectus.Consequently,numerical figures show

74、n as totals in some tables may not be arithmetic aggregationsof the figures that precede them.Our fiscal year end is December 31.References to a particular“fiscal year”are to our fiscal year ended December 31 of that calendar year.Ouraudited consolidated financial statements have been prepared in ac

75、cordance with the generally accepted accounting principles in the United States(the“U.S.GAAP”).We have proprietary rights to trademarks used in this prospectus that are important to our business,many of which are registered under applicableintellectual property laws.Solely for convenience,the tradem

76、arks,service marks and trade names referred to in this prospectus are without the,and other similar symbols,but such references are not intended to indicate,in any way,that we will not assert,to the fullest extent underapplicable law,our rights or the rights of the applicable licensors to these trad

77、emarks,service marks and trade names.This prospectus containsadditional trademarks,service marks and trade names of others.All trademarks,service marks and trade names appearing in this prospectus are,toour knowledge,the property of their respective owners.We do not intend our use or display of othe

78、r companies trademarks,service marks or tradenames to imply a relationship with,or endorsement or sponsorship of us by,any other person.1 2022/12/13https:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/0004685/t

79、m2226747d1_f-1.htm9/165 PROSPECTUS SUMMARY The following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed information and financialstatements included elsewhere in this prospectus.In addition to this summary,we urge you to read the entire prospectus ca

80、refully,especially therisks of investing in our Ordinary Shares,discussed under“Risk Factors,”before deciding whether to buy our Ordinary Shares.Corporate Structure The Company is a holding company incorporated in the Cayman Islands with no material operations of its own.The Company conducts itsoper

81、ations through Fujian Blue-Touch Technology Co.,Ltd.,the Companys wholly owned indirect subsidiary in the PRC.The Ordinary Sharesoffered in this offering are shares of the Cayman Islands holding company and not shares of the PRC subsidiaries.Therefore,you will not directlyhold any equity interests i

82、n the PRC subsidiaries.The Company was incorporated on September 27,2021 as a Cayman Islands exempted company.Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and,as such,are exempted fromcomplying with certain provisions of the Companies Act(As R

83、evised).The following diagram illustrates our corporate structure upon completion of our initial public offering(“IPO”)based on Ordinary Shares beingoffered.For more details on our corporate history,please refer to“Corporate History and Structure.”Notes:(1)Represents 6,240,000 Ordinary Shares held b

84、y Guanzhao Lin,the 100%owner of ST Investment Group Limited,as of the date of thisprospectus.(2)Represents 2,160,000 Ordinary Shares held by Jifeng Huang,the 100%owner of LinFeng Investment Limited,as of the date of thisprospectus.(3)Represents 780,000 Ordinary Shares held by Jing Liu,the 100%owner

85、of LIUJING Investment Limited,as of the date of this prospectus.(4)Represents 720,000 Ordinary Shares held by Xuedong Sun,the 100%owner of SXD Investment Consulting Limited,as of the date of thisprospectus.(5)Represents 660,000 Ordinary Shares held by Zhangtao Cheng,a Hong Kong resident,the 100%owne

86、r of ZTCHEN Investment Limited,as of the date of this prospectus.(6)Represents 600,000 Ordinary Shares held by Mingxin Chen,the 100%owner of CMX Investment Group Limited,as of the date of thisprospectus.(7)Represents an aggregate of 840,000 Ordinary Shares held by two shareholders,each one of which

87、holds less than 5%of our OrdinaryShares,as of the date of this prospectus.For details of each shareholders ownership,please refer to the beneficial ownership table in the section captioned“Principal Shareholders.”2 2022/12/13https:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747

88、d1_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htm10/165 Business Overview The Company is an offshore holding company incorporated in the Cayman Islands.The Company does not conduct any substantive operations onits own but instead conducts its business op

89、erations in China through the operating entity Fujian Blue-Touch Technology Co.,Ltd.The operatingentity commenced its operation in 2014 and is principally engaged in designing,developing,and selling baby skincare products and toiletries aswell as household cleaning products under the Blue-Touch bran

90、d.The operating entity prides itself on the quality and safety of its products,andendeavors to protect human health and the ecological environment by adopting product formulations based on safe,sustainable and testedingredients.The Company,through the operating entity,aims to become a leading provid

91、er of baby skincare products and toiletries in China.TheCompanys revenue and net income have demonstrated a growth momentum in the previous two fiscal years.In the fiscal years endedDecember 31,2021,and 2020,the Companys revenue was$6,655,515 and$3,096,924,respectively,representing a growth rate of

92、114.91%.Forthe same fiscal years,the Companys net income was$775,522 and$49,436,respectively,representing a growth rate of 1468.74%.Competitive Strengths We believe that the following competitive strengths have contributed to the operating entitys success and differentiated it from its competitors:P

93、roduct innovation capacity;Product quality control;Established relationships with manufacturers and distributors;andExperienced and professional management team.Growth Strategies The operating entity intends to implement the following strategies to grow its business:Launching new products and brands

94、;Expanding offline distribution networks;Establishing online sales channels;andOpening physical stores and cooperating with retail establishments.The Impact of the COVID-19 Pandemic In early 2020,the operating entity experienced logistical stagnation and business disruptions due to the impact of the

95、 COVID-19 pandemic.InMay 2020,the logistical conditions were restored,because the pandemic was contained to some extent and the business restrictions were eased inthe areas where the operating entity,its manufacturers and distributors are located.At about the same time,the operating entity launched

96、itscamellia oil baby skincare products and toiletries on the market.As a result,the operating entity gradually recovered from the negative impact ofthe COVID-19 pandemic on its results of operations.In response to the COVID-19 pandemic,and for the safety of the employees,the operatingentity has impl

97、emented various safety precautions in strict compliance with government regulations,policies and mandates.The operating entityalso encouraged employees of non-essential job roles to work from home during the height of the COVID-19 pandemic.3 2022/12/13https:/www.sec.gov/Archives/edgar/data/1944946/0

98、004685/tm2226747d1_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htm11/165 PRC-related Risk Disclosure The Company is subject to certain legal and operational risks associated with having the majority of its operations in China.PRC laws andregula

99、tions governing the current business operations are sometimes vague and uncertain.As a result,these risks may result in material changes inthe operations of the Companys PRC subsidiaries,significant depreciation of the value of the Ordinary Shares,or a complete hindrance of theCompanys ability to of

100、fer,or continue to offer,securities to investors.Recently,the PRC government adopted a series of regulatory actions andissued statements to regulate business operations in China with little advance notice,including cracking down on illegal activities in the securitiesmarket,adopting new measures to

101、extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.As of thedate of this prospectus,the Company and the PRC subsidiaries have not been involved in any investigations on cybersecurity review initiated byany PRC regulatory authority,nor has any of them rec

102、eived any inquiry,notice,or sanction.As confirmed by our PRC legal counsel,AllBright LawOffices(Fuzhou),we are not subject to cybersecurity review with the Cyberspace Administration of China(the“CAC”),if the draft Measures forCybersecurity Censorship become effective as they are published,since we c

103、urrently do not have over one million users personal information anddo not anticipate that we will be collecting over one million users personal information in the foreseeable future,which we understand mightotherwise subject us to the draft Measures for Cybersecurity Censorship.See“Risk FactorsRisk

104、s Related to Doing Business in the PRCRecentgreater oversight by the CAC over data security,particularly for companies seeking to list on a foreign exchange,could adversely impact ouroffering.”According to our PRC legal counsel,AllBright Law Offices(Fuzhou),no relevant laws or regulations in the PRC

105、 explicitly require us toseek approval from the China Securities Regulatory Commission for our overseas listing plan.As of the date of this prospectus,neither theCompany nor the PRC subsidiaries have received any inquiry,notice,warning,or sanctions regarding the planned overseas listing from the Chi

106、naSecurities Regulatory Commission or any other PRC governmental authorities.Since these statements and regulatory actions are newly published,however,official guidance and related implementation rules have not been issued.It is highly uncertain what the potential impact such modified ornew laws and

107、 regulations will have on the daily business operations of the PRC subsidiaries,the Companys ability to accept foreign investments,and its listing on an U.S.exchange.The SCNPC or PRC regulatory authorities may in the future promulgate laws,regulations,or implementingrules that require the Company or

108、 the PRC subsidiaries to obtain regulatory approval from Chinese authorities before listing in the U.S.If theCompany does not receive or maintain the approval,or inadvertently concludes that such approval is not required,or applicable laws,regulations,or interpretations change such that the Company

109、is required to obtain approval in the future,the Company may be subject to an investigation bycompetent regulators,fines or penalties,or an order prohibiting the Company from conducting an offering,and these risks could result in a materialadverse change in business operations and the value of the O

110、rdinary Shares,significantly limit or completely hinder the Companys ability to offeror continue to offer securities to investors,or cause such securities to significantly decline in value or become worthless.In addition,the Ordinary Shares may be prohibited from being traded on a national exchange

111、or over-the-counter under the Holding ForeignCompanies Accountable Act if the Public Company Accounting Oversight Board(the“PCAOB”)is unable to inspect the Companys auditors forthree consecutive years beginning in 2021.The Companys auditor,TPS Thayer,LLC,is an independent registered public accountin

112、g firm with thePCAOB,and as an auditor of publicly traded companies in the U.S.,is subject to laws in the U.S.,pursuant to which the PCAOB conducts regularinspections to assess its compliance with the applicable professional standards.The PCAOB currently has access to inspect the working papers ofth

113、e Companys auditor and such auditor is not subject to the determinations announced by the PCAOB on December 16,2021.On June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act,which,if passed by the U.S.House of Representatives andsigned into law,would reduce the

114、 time for foreign companies to comply with PCAOB audits to two consecutive years instead of three,thusreducing the time period for triggering the prohibition on trading.On August 26,2022,the PCAOB signed a Statement of Protocol(the“SOP”)Agreement with the China Securities Regulatory Commission(the“C

115、SRC”)and Chinas Ministry of Finance.The SOP,together with two protocolagreements governing inspections and investigations(together,the“SOP Agreements”),establish a specific,accountable framework to makepossible complete inspections and investigations by the PCAOB of audit firms based in mainland Chi

116、na and Hong Kong,as required under U.S.law.If the PCAOB continues to be prohibited from conducting complete inspections and investigations of PCAOB-registered public accountingfirms in mainland China and Hong Kong,the PCAOB is likely to determine by the end of 2022 that positions taken by authoritie

117、s in the PRCobstructed its ability to inspect and investigate registered public accounting firms in mainland China and Hong Kong completely,then thecompanies audited by those registered public accounting firms would be subject to a trading prohibition on U.S.markets pursuant to the HoldingForeign Co

118、mpanies Accountable Act.See“Risk FactorsRisks Related to our Ordinary Shares and This OfferingRecent joint statement by theSEC and the PCAOB proposed rule changes submitted by Nasdaq,and the Holding Foreign Companies Accountable Act passed by the US Senateall call for additional and more stringent c

119、riteria 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.These developments could add uncertainties to our offering”on page 27.The PRC subsidiaries currently have obtained all permissions

120、and approvals to operate in China in compliance with relevant PRC laws andregulations,including the business license.The business license is a permit issued by Market Supervision and Administration that allows companiesto conduct specific business within the governments geographical jurisdiction.4 2

121、022/12/13https:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htm12/165 Asset Transfers Between the Holding Company and Our Subsidiaries As of the date of this prospectus,there have been

122、 no cash transfers or transfers of other assets between the Company and the PRC subsidiaries.Tothe extent cash or assets in the business are in the PRC or a PRC entity,the funds or assets may not be available to fund operations or for other useoutside of the PRC,due to interventions in or the imposi

123、tion of restrictions and limitations on the ability of the Company or the PRC subsidiaries bythe PRC government to transfer cash or assets.Dividends or Distributions Made to our Company and U.S.Investors As of the date of this prospectus,none of the PRC subsidiaries have made any dividends or distri

124、butions to the Company,and the Company has notmade any dividends or distributions to its shareholders or U.S.investors.The Company intends to keep any future earnings to finance businessoperations,and does not anticipate that any cash dividends will be paid in the foreseeable future.Under the Cayman

125、 Islands law,a Cayman Islands exempted company may pay a dividend on its shares out of either profit or share premiumamount,provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts due in theordinary course of business.If the Company

126、determines to pay dividends on any of the Ordinary Shares in the future,as a holding company incorporated in the Cayman Islands,the Company will be dependent on receipt of funds from the WFOE.The WFOE,in turn,will be dependent on the receipt of funds from theoperating entity.The WFOE is a wholly for

127、eign-owned enterprise under the PRC law.The regulations governing the distribution of dividends paid by the WFOEinclude Corporate Law(1993)as lastly amended in 2009,the Foreign Investment Law and its implementing Regulations,and the Enterprise IncomeTax Law(2007)as lastly amended in 2018 and its imp

128、lementation Regulations(2007)as lastly amended in 2019.Current PRC regulations permit the operating entity to pay dividends to the WFOE only out of its accumulated profits,if any,determined inaccordance with Chinese accounting standards and regulations.In addition,each of the PRC subsidiaries in Chi

129、na is required to set aside at least10%of its after-tax profits each year,if any,to fund a statutory reserve until such reserve reaches 50%of its registered capital.Each such entity inChina is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund,alt

130、hough the amount to be set aside,ifany,is determined at the discretion of its board of directors.Although the statutory reserves can be used,among other purposes,to increase theregistered capital and eliminate future losses in excess of retained earnings of the respective companies,the reserve funds

131、 are not distributable ascash dividends except in the event of liquidation.The PRC government imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC.Therefore,the Company may experience difficulties in complying with the administrative requi

132、rements necessary to obtain and remit foreigncurrency for the payment of dividends from the profits,if any.Furthermore,if the PRC subsidiaries incur debt on their own in the future,theinstruments governing the debt may restrict their ability to pay dividends or make other payments.If the Company or

133、the PRC subsidiaries areunable to receive all of the revenue from operations,the Company may be unable to pay dividends on the Ordinary Shares.Cash dividends,if any,on the Ordinary Shares will be paid in U.S.dollars.The WFOE is considered a resident enterprise for PRC tax purposes,andany dividends t

134、hat the operating entity pays to the WFOE may be regarded as China-sourced income and as a result may be subject to PRCwithholding tax at a rate of up to 10%.In order for the Company to pay dividends to its shareholders,the Company will rely on payments made from the operating entity to the WFOE,and

135、 the distribution of such payments to the Company.According to the PRC Enterprise Income Tax Law,such payments from the operating entityto the WFOE are subject to the PRC enterprise income tax at a rate of 25%.5 2022/12/13https:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_

136、f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htm13/165 Summary of Risk Factors Investing in our Ordinary Shares involves significant risks.You should carefully consider all of the information in this prospectus before making aninvestment in our Ordinary Sh

137、ares.Below please find a summary of the principal risks the Company faces,organized under relevant headings.These risks are discussed more fully in the section titled“Risk Factors.”Below is a summary of certain risks related to doing business in the PRC:Adverse changes in economic,political and soci

138、al conditions of the PRC government could have a material adverse effect on the operatingentitys business(See“Risk FactorsRisks Related to Doing Business in the PRCAdverse changes in economic,political and socialconditions of the PRC government could have a material adverse effect on the operating e

139、ntitys business”on page 17);The legal system of the PRC is not fully developed and there are inherent uncertainties that may affect the protection afforded to theoperating entitys business and our shareholders(See“Risk FactorsRisks Related to Doing Business in the PRCThe legal system of thePRC is no

140、t fully developed and there are inherent uncertainties that may affect the protection afforded to the operating entitys businessand our shareholders”on page 18);The Chinese government exerts substantial influence over the manner in which the PRC subsidiaries conduct their business activities,mayinte

141、rvene or influence such operations at any time,or may exert more control over offerings conducted overseas and/or foreign investmentin China-based issuers,which could result in a material change in such operations and the value of our Ordinary Shares,significantly limitor completely hinder our abili

142、ty to offer or continue to offer securities to investors,and cause the value of our securities to significantlydecline or be worthless(See“Risk FactorsRisks Related to Doing Business in the PRCThe Chinese government exerts substantialinfluence over the manner in which the PRC subsidiaries conduct th

143、eir business activities,may intervene or influence such operations atany time,or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers,which couldresult in a material change in such operations and the value of our Ordinary Shares,significantly limi

144、t or completely hinder our ability tooffer or continue to offer securities to investors,and cause the value of our securities to significantly decline or be worthless”on page 18);The approval and/or other requirements of the CSRC or other PRC government authorities may be required in connection with

145、 an offeringunder PRC rules,regulations or policies,and,if required,our Company cannot predict whether or how soon our Company will be able toobtain such approval(See“Risk FactorsRisks Related to Doing Business in the PRCThe approval and/or other requirements of theCSRC or other PRC government autho

146、rities may be required in connection with an offering under PRC rules,regulations or policies,and,if required,our Company cannot predict whether or how soon our Company will be able to obtain such approval”on page 19);Recent greater oversight by the Cyberspace Administration of China(the“CAC”)over d

147、ata security,particularly for companies seeking tolist on a foreign exchange,could adversely impact our offering(See“Risk FactorsRisks Related to Doing Business in the PRCRecentgreater oversight by the CAC over data security,particularly for companies seeking to list on a foreign exchange,could adve

148、rsely impactour offering”on page 20);PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject the operating entity toliability or penalties,limit our ability to inject capital into the operating entity,limit the operating entitys ability to inc

149、rease its registeredcapital or distribute profits to our Company,or may otherwise adversely affect our Company(See“Risk FactorsRisks Related to DoingBusiness in the PRCPRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subjectthe operating entity

150、 to liability or penalties,limit our ability to inject capital into the operating entity,limit the operating entitys ability toincrease its registered capital or distribute profits to our Company,or may otherwise adversely affect our Company”on page 21);6 2022/12/13https:/www.sec.gov/Archives/edgar/

151、data/1944946/0004685/tm2226747d1_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htm14/165 The Company may rely on dividends and other distributions on equity paid by the PRC subsidiaries to fund any cash and financingrequirements it may have,and a

152、ny limitation on the ability of the PRC subsidiaries to make payments to the Company could have amaterial and adverse effect on the business(See“Risk FactorsRisks Related to Doing Business in the PRCThe Company may rely ondividends and other distributions on equity paid by the PRC subsidiaries to fu

153、nd any cash and financing requirements it may have,and anylimitation on the ability of the PRC subsidiaries to make payments to the Company could have a material and adverse effect on thebusiness”on page 22);andRestrictions on the remittance of Renminbi into and out of China and governmental control

154、 of currency conversion may limit our ability topay dividends and other obligations,and affect the value of your investment(See“Risk FactorsRisks Related to Doing Business in thePRCRestrictions on the remittance of Renminbi into and out of China and governmental control of currency conversion may li

155、mit ourability to pay dividends and other obligations,and affect the value of your investment”on page 23).Below is a summary of certain risks related to our business and industry:The loss of multiple suppliers or a significant disruption or interruption in the supply chain may adversely affect the o

156、perating entitysbusiness(See“Risk FactorsRisks Related to Our Business and IndustryThe loss of multiple suppliers or a significant disruption orinterruption in the supply chain may adversely affect the operating entitys business”on page 11);The operating entity relies on third parties to manufacture

157、 products.Any failure by or loss of a third-party manufacturer could result indelays and increased costs(See“Risk FactorsRisks Related to Our Business and IndustryThe operating entity relies on third parties tomanufacture products.Any failure by or loss of a third-party manufacturer could result in

158、delays and increased costs”on page 11);The operating entitys business may face risks associated with logistics and distribution(See“Risk FactorsRisks Related to Our Businessand IndustryThe operating entitys business may face risks associated with logistics and distribution”on page 11);The operating

159、entity relies on distributors to distribute and sell its products(See“Risk FactorsRisks Related to Our Business andIndustryThe operating entity relies on distributors to distribute and sell its products”on page 12);Changes in consumer preferences may adversely affect the operating entitys business,f

160、inancial condition and operating results(See“RiskFactorsRisks Related to Our Business and IndustryChanges in consumer preferences may adversely affect the operating entitysbusiness,financial condition and operating results”on page 12);The operating entitys business operates in highly competitive pro

161、duct markets(See“Risk FactorsRisks Related to Our Business andIndustryThe operating entitys business operates in highly competitive product markets”on page 12);Significant challenges or delays in the innovation and development of new products,technologies and indications could have an adverseimpact

162、on the operating entitys long-term success(See“Risk FactorsRisks Related to Our Business and IndustrySignificantchallenges or delays in the innovation and development of new products,technologies and indications could have an adverse impact onthe operating entitys long-term success”on page 13);andTh

163、e operating entitys success depends in part on the quality,safety and efficacy of its products(See“Risk FactorsRisks Related to OurBusiness and IndustryThe operating entitys success depends in part on the quality,safety and efficacy of its products”on page 13).Below is a summary of certain risks rel

164、ated to our Ordinary Shares and this offering:Recent joint statement by the SEC and the Public Company Accounting Oversight Board(the“PCAOB”)proposed rule changes submittedby Nasdaq,and the Holding Foreign Companies Accountable Act passed by the US Senate all call for additional and more stringentcr

165、iteria to be applied to emerging market companies upon assessing the qualification of their auditors,especially the non-U.S.auditorswho are not inspected by the PCAOB.These developments could add uncertainties to our offering(See“Risk FactorsRisks Related toour Ordinary Shares and This OfferingRecen

166、t joint statement by the SEC and the PCAOB proposed rule changes submitted by Nasdaq,and the Holding Foreign Companies Accountable Act passed by the US Senate all call for additional and more stringent criteria to beapplied to emerging market companies upon assessing the qualification of their audit

167、ors,especially the non-U.S.auditors who are notinspected by the PCAOB.These developments could add uncertainties to our offering”on page 27);7 2022/12/13https:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/0004

168、685/tm2226747d1_f-1.htm15/165 There has been no public market for our Ordinary Shares prior to this offering,and you may not be able to resell our Ordinary Shares at orabove the price you paid,or at all(See“Risk FactorsRisks Related to our Ordinary Shares and This OfferingThere has been no publicmar

169、ket for our Ordinary Shares prior to this offering,and you may not be able to resell our Ordinary Shares at or above the price youpaid,or at all”on page 30);Because our initial public offering price is substantially higher than our net tangible book value per share,you will experience immediateand s

170、ubstantial dilution(See“Risk FactorsRisks Related to our Ordinary Shares and This OfferingBecause our initial public offeringprice is substantially higher than our net tangible book value per share,you will experience immediate and substantial dilution”on page30);The trading price of our Ordinary Sh

171、ares is likely to be volatile,which could result in substantial losses to investors(See“Risk FactorsRisks Related to our Ordinary Shares and This OfferingThe trading price of our Ordinary Shares is likely to be volatile,which couldresult in substantial losses to investors”on page 30);andIf securitie

172、s or industry analysts cease to publish research or reports about our business,or if they adversely change their recommendationsregarding the Ordinary Shares,the market price for the Ordinary Shares and trading volume could decline(See“Risk FactorsRisksRelated to our Ordinary Shares and This Offerin

173、gIf securities or industry analysts cease to publish research or reports about ourbusiness,or if they adversely change their recommendations regarding the Ordinary Shares,the market price for the Ordinary Shares andtrading volume could decline”on page 31).Corporate Information Our principal executiv

174、e offices are located at No.1 Pengda Road,Hunan Town,Changle District,Fuzhou City,Fujian Province,China 350212,andour phone number is+86-183-5916-6777.Our registered office in the Cayman Islands is located at Second Floor,Century Yard,Cricket Square,P.O.Box 902,Grand Cayman KY1-1103,Cayman Islands,a

175、nd the email of our registered office is .We maintain a corporatewebsite at http:/blue- information contained in,or accessible from,our website or any other website does not constitute a part ofthis prospectus.Our agent for service of process in the United States is Cogency Global Inc.,122 East 42nd

176、 Street,18th Floor,New York,NY10168.Implications of Our Being an“Emerging Growth Company”As a company with less than$1.07 billion in revenue during our last fiscal year,we qualify as an“emerging growth company”as defined in theJumpstart Our Business Startups Act of 2012,or the“JOBS Act.”An“emerging

177、growth company”may take advantage of reduced reportingrequirements that are otherwise applicable to larger public companies.In particular,as an emerging growth company,we:may present only two years of audited financial statements and only two years of related Managements Discussion and Analysis ofFi

178、nancial Condition and Results of Operations,or“MD&A;”are not required to provide a detailed narrative disclosure discussing our compensation principles,objectives,and elements and analyzinghow those elements fit with our principles and objectives,which is commonly referred to as“compensation discuss

179、ion and analysis”;are not required to obtain an attestation and report from our auditors on our managements assessment of our internal control over financialreporting pursuant to the Sarbanes-Oxley Act of 2002;are not required to obtain a non-binding advisory vote from our shareholders on executive

180、compensation or golden parachute arrangements(commonly referred to as the“say-on-pay,”“say-on frequency”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratiodisclosure;are eligible to claim long

181、er phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBSAct;and 8 2022/12/13https:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htm16/

182、165 will not be required to conduct an evaluation of our internal control over financial reporting until our second annual report on Form 20-Ffollowing the effectiveness of our initial public offering.We intend to take advantage of all of these reduced reporting requirements and exemptions,including

183、 the longer phase-in periods for the adoptionof new or revised financial accounting standards under 107 of the JOBS Act.Our election to use the phase-in periods may make it difficult tocompare our financial statements to those of non-emerging growth companies and other emerging growth companies that

184、 have opted out of thephase-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 no longer meet thedefinition of an emerging growth company.The JOBS Act provides that we would cease to be an“emergi

185、ng growth company”at the end of thefiscal year in which the fifth anniversary of our initial sale of common equity pursuant to a registration statement declared effective under theSecurities Act occurred,if we have more than$1.07 billion in annual revenues,have more than$700 million in the market va

186、lue of our OrdinaryShare held by non-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“Exc

187、hange Act”).Assuch,we are exempt from certain provisions applicable to United States domestic public companies.For example:we are not required to provide as many Exchange Act reports,or as frequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our home c

188、ountry requirements,which are less rigorous than the rules thatapply 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 select

189、ive disclosures of material information;we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents,or authorizations inrespect of a security registered under the Exchange Act;and we are not required to comply with Section 16 of the Exchange Ac

190、t requiring insiders to file public reports of their share ownership andtrading activities and establishing insider liability for profits realized from any“short-swing”trading transaction.9 2022/12/13https:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htmhttps:/www.sec.

191、gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htm17/165 THE OFFERING Ordinary Shares offered by us million Ordinary Shares Price per Ordinary Share We currently estimate that the initial public offering price will be in the range of$to$perOrdinary Share.Ordinary Shares outstandi

192、ng prior tocompletion of this offering 12,000,000 Ordinary Shares Ordinary Shares outstandingimmediately after this offering Ordinary Shares excluding Ordinary Shares underlying the Underwriter Warrants Underwriters Warrants We have agreed to sell to Univest Securities,LLC,the representative of the

193、underwriters,warrants(the“Underwriters Warrants”)at a nominal consideration of$0.01 per warrant to purchase up to atotal of Ordinary Shares(equal to 3%of the aggregate number of Ordinary Shares sold in theoffering)at a price equal to 110%of the price of our Ordinary Shares offered hereby.Listing We

194、will apply to have our Ordinary Shares listed on the Nasdaq Capital Market.Nasdaq Capital Market symbol“”Transfer Agent Use of proceeds We intend to use the proceeds from this offering to invest in product innovation and development,and to fund working capital and general corporate purposes.See“Use

195、of Proceeds”for moreinformation.Lock-up All of our directors and officers have agreed with the Underwriter,subject to certain exceptions,not to sell,transfer,or dispose of,directly or indirectly,any of our Ordinary Shares or securitiesconvertible into or exercisable or exchangeable for our Ordinary

196、Shares for a period of six monthsafter the effective date of this registration statement.See“Shares Eligible for Future Sale”and“Underwriting”for more information.Risk factors The Ordinary Shares offered hereby involve a high degree of risk.You should read“Risk Factors”for a discussion of factors to

197、 consider before deciding to invest in our Ordinary Shares.10 2022/12/13https:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htm18/165 RISK FACTORS An investment in our Ordinary Shares i

198、nvolves a high degree of risk.Before deciding whether to invest in our Ordinary Shares,you should considercarefully 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 Conditio

199、n and Results of Operations”and our consolidated financial statements and relatednotes.If any of these risks actually occurs,our business,financial condition,results of operations,or cash flow could be materially and adverselyaffected,which could cause the trading price of our Ordinary Shares to dec

200、line,resulting in a loss of all or part of your investment.The risksdescribed below and discussed in other parts of this prospectus are not the only ones that we face.Additional risks not presently known to us or thatwe currently deem immaterial may also affect our business.You should only consider

201、investing in our Ordinary Shares if you can bear the risk ofloss of your entire investment.Risks Related to Our Business and Industry The loss of multiple suppliers or a significant disruption or interruption in the supply chain may adversely affect the operating entitys business.The operating entit

202、y relies on the third-party manufacturers to source and obtain raw materials.During the fiscal years ended December 31,2020and 2021,the supply and price of raw materials remained stable.Raw materials,consisting chiefly of essential oils,chemicals,containers andpackaging components,are purchased by t

203、hird-party manufacturers from various third-party suppliers.The loss of multiple suppliers or asignificant disruption or interruption in the supply chain could have a material adverse effect on the manufacturing and packaging of the operatingentitys products.Regulatory action,such as restrictions on

204、 importation,or limits on the use of certain products,may also disrupt or interrupt thesupply chain.In addition,the operating entity is subject to increases in the costs of raw materials or other commodities or,the impossibility ofobtaining raw materials and packaging due to several factors beyond c

205、ontrol,such as climate,agricultural production,legitimate access to geneticheritage and traditional associated knowledge,economic conditions,and transportation and processing costs.Each of these may adversely affect theoperating entitys profit margins if it is unable to pass along any higher costs i

206、n the form of price increases or otherwise achieve cost efficiencies.Ifthere are any material shortages or delays in delivery of packaging materials,the operating entitys ability to deliver the finished goods to points ofsale may be materially adversely affected,and its reputation and sales may suff

207、er material damage.The operating entity relies on third parties to manufacture products.Any failure by or loss of a third-party manufacturer could result in delaysand increased costs.The operating entity does not have manufacturing facilities and relies on third-party manufacturers to produce produc

208、ts.However,there is noassurance that the third-party manufacturers will be able to meet the operating entitys manufacturing requirements.There is no assurance that theoperating entity would be able to renew the agreements or to negotiate new agreements with the third-party manufacturers at reasonabl

209、e rates or ona timely basis.Other risks include reliance on third-party manufacturers for regulatory compliance,quality assurance,misappropriation of theoperating entitys intellectual property,limited ability to manage inventory,and possible breach of the manufacturing agreements by third-partymanuf

210、acturers.Further,if any major third-party manufacturer suffers damage to facilities,loses benefits under material agreements,experiencespower outages,encounters financial difficulties,is unable to secure necessary raw materials or suffers any other reduction in efficiency,theoperating entity may exp

211、erience significant business disruption.In the event of any such disruption,the operating entity would need to seek andsource other qualified third-party manufacturers,which is likely to result in further delays and increased costs.The operating entitys business may face risks associated with logist

212、ics and distribution.After accepting the finished products from the third-party manufacturers,the operating entity is responsible for delivering the products from itswarehouse to its distributors storage facilities.If operations at the operating entitys warehouse or the distributors storage faciliti

213、es are adverselyaffected by factors beyond control,such as fire,natural disasters,disease outbreaks,pandemics,armed conflict,strikes and stoppages,powershortages,failures in the systems,forest fires and deforestation,and in the event that no other warehouse or storage facility is able to meet thedem

214、and of the region affected,the distribution of products to the regions supplied by the warehouse or storage facility will be impaired.Anysignificant interruptions,failures or changes in the logistics infrastructure that the operating entity uses to deliver products could prevent the timelyor success

215、ful delivery of the products to the clients.If the operating entity is not able to expand or adjust the existing distribution networks in orderto meet the supply needs,the operating entitys business will be adversely affected.11 2022/12/13https:/www.sec.gov/Archives/edgar/data/1944946/000

216、4685/tm2226747d1_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htm19/165 The operating entity relies on distributors to distribute and sell its products.The operating entity relies on third-party distributors to distribute and sell the products in China.If

217、the operating entity is unable to effectivelymanage such relationships with the third-party distributors and the agreements under which the third-party distributors operate,the operatingentitys results of operations and cash flows could be adversely impacted.If the third-party distributors fail to m

218、eet their obligations to the operatingentity,it could adversely impact the operating entitys operations.Further,if a key third-party distributor were to significantly reduce the inventorylevel of the operating entitys products due to factors beyond control,such as increased offerings of other brande

219、d manufacturers,were tosignificantly tighten product delivery windows,or were to experience a significant business disruption,it may adversely affect the operating entitysbusiness.Changes in consumer preferences may adversely affect the operating entitys business,financial condition and operating re

220、sults.The operating entity operates in an industry that is subject to rapid and unpredictable changes in consumer demand and trends.The success of theoperating entitys strategy depends on its ability to foresee,evaluate and react effectively to changes in the spending levels of consumers and theirpr

221、eferences regarding skincare and other related products.The operating entitys competitiveness depends in part on the successful creation of newproducts,as well as on consumer satisfaction and preferences in line with market trends.Consumer preferences and trends may change due to avariety of factors

222、,such as changes in demographic trends,changes in the characteristics and ingredients of products,new market trends,climate,publicity,or a weak economy in which the operating entity operates.If the operating entity is unable to anticipate changes in consumer preferencesor respond to changes in a tim

223、ely and cost-effective manner,its business and results of operations could be materially adversely affected.If the operating entity is unable to conduct marketing activities in a cost-effective manner,its results of operations and financial condition maybe materially and adversely affected.The opera

224、ting entity utilizes a broad mix of marketing programs,including online advertising,social media marketing,and outdoor advertisingactivities within communities,to increase the publicity and word-of-mouth referrals of the products.There is no assurance that these marketingprograms will always be well

225、 received or result in the anticipated levels of sales,that these programs will always be implemented in a cost-effectivemanner,that these programs will always keep pace with industry development and consumer preferences,or that the operating entity will be able torecruit or retain experienced marke

226、ting employees.Failures to implement the existing marketing programs in a cost-effective manner or tointroduce new branding approaches to adapt to the evolving trends could reduce the operating entitys market share and cause its revenue to decline.The operating entitys business operates in highly co

227、mpetitive product markets.The operating entitys business competes with companies of various sizes on the basis of cost-effectiveness,product innovations,product quality,product safety,real or perceived product advantages,and product pricing.The operating entity competes against cosmetics and skincar

228、e companiesthat manufacture and sell broad product lines through various types of retail establishments and other channels,including through the internet.Some competitors have a greater market presence in certain geographical areas,store formats and for certain categories of products.Somecompetitors

229、 may be able to devote greater resources than the operating entity to invest in business development.Some competitors may be acquiredby,receive investments from,or enter into other commercial relationships with large,well-established and well-financed companies in certain linesof business.Some compe

230、titors may have marketing investments substantially larger than the operating entity.The operating entity may bematerially adversely affected to the extent it is unable to compete successfully with its competitors.12 2022/12/13https:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm22267

231、47d1_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htm20/165 Significant challenges or delays in the innovation and development of new products,technologies and indications could have an adverse impacton the operating entitys long-term success.The operating

232、 entitys continued success depends in part on its ability to innovate and develop new products and services that address the evolvingneeds of consumers.Development of successful products and technologies is also necessary to offset revenue losses when the operating entitysexisting products lose mark

233、et share due to factors such as competition.As of the date of this prospectus,the operating entity pursues productdevelopment through internal research and development as well as through collaborations or other arrangements with third parties.In all of thesecontexts,developing new products requires

234、significant investment of resources over a protracted period of time.The process depends on manyfactors including the ability to:discern future needs;develop promising new compounds,strategies and technologies;achieve successful clinicaltrial results;secure effective intellectual property protection

235、;obtain regulatory approvals on a timely basis;and,if and when they reach the market,successfully differentiate the operating entitys products from competing products.New products or enhancements to existing products may not beaccepted quickly or significantly in the marketplace due to product and p

236、rice competition,and changes in customer preferences or purchasingpatterns.The operating entity cannot be certain when or whether it will be able to develop products and technologies,or whether particular productswill be commercially successful.The operating entitys success depends in part on the qu

237、ality,safety and efficacy of its products.The operating entitys success depends in part on the quality,safety and efficacy of its products.As of the date of this prospectus,the operatingentity has not been subject to any significant product quality and safety incidents,nor has it been punished by an

238、y relevant government authoritiesfor product quality and safety issues,nor has it received any complaints from any consumers about product quality and safety issues.As is the casewith its competitors,the operating entity may be subject to product liability claims if its products are found to be unfi

239、t for human use or causeillness.Products may be rendered unfit for human use due to contamination of ingredients,whether accidental or not,and illegal tampering.Despitethe measures the operating entity has in place to control the quality of products,contamination of ingredients of the products may o

240、ccur during thetransportation,production,distribution and sales processes due to reasons beyond control,such as acts carried out in bad faith,sabotage,orsystemic failure the causes of which are unknown.A significant product recall,product-related litigation,product misuse,negative perceptions ofpack

241、aging(such as plastic and other petroleum-based materials),lack of recyclability or other environmental impacts,privacy lapses or databreaches,allegations of product tampering or the distribution and sale of counterfeit products and other similar events may cause the loss ofrevenue.Further,adverse p

242、ublicity about these types of concerns relating to the operating entitys brand or to the industry as a whole,whether ornot legitimate,may discourage consumers from purchasing the operating entitys products.If consumers lose confidence in the operating entitysbrand,the operating entity could experien

243、ce long-term declines in sales.The operating entity may not be able to protect its intellectual property rights.The operating entitys success depends in part on its ability to defend its intellectual property rights,including trademarks,patents,domain names,trade secrets and know-how.The improper or

244、 unauthorized use of the operating entitys intellectual property rights may decrease the brand valueand cause a decline in sales.The operating entity could,even if by omission,fail to renew an intellectual property right in a timely manner,or thirdparties may challenge,and succeed in obtaining the i

245、nvalidation of,any existing or future intellectual property issued to,or licensed to the operatingentity.Monitoring the unauthorized use of intellectual property requires significant effort.There is no assurance that the steps that have been,orwill be,taken to protect intellectual property rights wi

246、ll be sufficient or that third parties will not infringe upon or misappropriate proprietary rights.If the operating entity is unable to protect its proprietary rights against infringement or misappropriation,it could adversely affect the operatingentitys business.13 2022/12/13https:/www.sec.gov/Arch

247、ives/edgar/data/1944946/0004685/tm2226747d1_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htm21/165 Litigation may also be necessary to defend against claims of infringement or invalidity by others as the operating entity actively pursues product

248、innovation and enhances the value of its intellectual property portfolio.An adverse outcome in litigation or any similar proceedings could adverselyaffect the operating entitys business,financial condition and results of operation.In addition,the diversion of managements attention andresources while

249、 addressing any intellectual property litigation claim,regardless of whether the claim is valid,could be significant and couldsignificantly affect the operating entitys business,financial condition and results of operation.Interruptions or failures that impair access to information technology system

250、s could adversely affect the business of the operating entity.The operating entity relies on information technology systems to process,transmit,and store information in relation to its operations.For example,the operating entity relies on Kingdee software to record its financial data.These informati

251、on technology systems may be vulnerable to interruptiondue to a variety of events beyond control,including but not limited to,natural disasters,telecommunications failures,computer viruses,hacking andother security issues.Any material interruptions or failures in these information technology systems

252、 could cause disruptions in business operationsand may require a significant investment to update,remediate or replace with alternate systems.The costs and potential problems associated withsupporting,maintaining,remediating and upgrading the existing information technology systems,or with implement

253、ing new systems,may severelydisrupt the operating entitys business operations.Increased labor costs,inability to retain suitable employees,or unfavorable labor relations may adversely affect the business,financialcondition or results of operations.The operating entity devotes significant resources t

254、o recruiting and training employees.Its ability to manage and control labor costs is subject tonumerous external factors,including market pressures with respect to prevailing wage rates,unemployment levels,health and other insurance costs,as well as the impact of legislation or regulations governing

255、 wage and employee benefits.Any changes in these external factors could significantlyincrease labor costs,which would reduce the operating entitys net income and cash flows.The operating entity aims to motivate and retain qualified employees.If the employees are unsatisfied with what the operating e

256、ntity offers,such asremuneration packages or working environment,the operating entity may not be able to retain qualified employees or replace them with personnelof appropriate skill sets and personal attributes at comparable costs.In such event,the operating entity may need to expend additional res

257、ources toretain or replace suitable employees.From time to time,the operating entity may be subject to various employment-related claims,such as individual actions or government enforcementactions relating to wage-hour,labor standards,or healthcare and benefit issues.Such actions,if brought against

258、the operating entity and successfulin whole or in part,may materially and adversely affect the operating entitys business.If the operating entity loses key personnel,its business may be adversely affected.The operating entity depends on the continued contributions of key employees,including members

259、of senior management teams.Failure to attract,motivate and retain key employees,changes in the senior management teams,or failure to develop and implement a viable succession plan,couldadversely affect the operating entitys business and future success.In addition,if any member of senior management t

260、eams or any other keyemployee joins a competitor or forms a competing company,the operating entity may experience difficulty in managing its business effectively.Any such disruption or difficulty in filling key management roles could adversely affect the operating entitys business.14 2022/12/13https

261、:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htm22/165 The operating entity leases office and warehouse space from a third party,and there is no assurance that the operating entity wi

262、ll be able torenew the leases or find suitable alternative premises upon the expiration of the relevant lease terms.The operating entity leases its office and warehouse space from a third party.Although the operating entity is entitled to the right of first refusal torenew all the current leases and

263、 has maintained good relationships with the lessor,there is no assurance that the operating entity will be able torenew such leases on commercially reasonable terms,or at all.In the event that the operating entity is unable to renew the current leases,it will beforced to relocate and may not be able

264、 to find suitable alternative premises.Even if the operating entity is able to find desirable alternativelocations,it may incur extraordinary relocation costs,hefty rental payments and significant managerial expenses.If any of these events occurs,theoperating entitys business may be materially and a

265、dversely affected.Uncertain economic or social conditions may adversely impact the operating entitys business.The operating entitys business could be negatively impacted by reduced demand for its products related to one or more significant local,regionalor global economic or social disruptions.These

266、 disruptions may include:a slow-down,recession or inflationary pressures in the general economy;reduced market growth rates;tighter credit markets for the operating entitys suppliers,vendors or customers;a significant shift in governmentpolicies;significant social unrest;or the deterioration of econ

267、omic relations between countries or regions.Additionally,these and other economicconditions may cause the operating entitys suppliers,distributors,contractors or other third-party partners to suffer financial or operationaldifficulties that they cannot overcome,resulting in their inability to provid

268、e the operating entity with the needed materials and services,in whichcase the operating entitys business and results of operations could be adversely affected.The operating entity must successfully manage the demand,supply and operational challenges associated with the effects of a disease outbreak

269、,including epidemics,pandemics or similar widespread public health concerns.The operating entitys business may be negatively impacted by the fear of,exposure to,or actual effects of,a disease outbreak,epidemic,pandemicor similar widespread public health concern,including travel restrictions or recom

270、mendations or mandates from governmental authorities as a resultof the COVID-19 pandemic,the threat of the virus,or the emergence of any variants.These impacts include,but are not limited to:Significant reductions in demand or significant volatility in demand for one or more of the operating entitys

271、 products,which may becaused by,among other things:the temporary inability of consumers to purchase products due to illness,quarantine or other travelrestrictions or financial hardship,shifts in demand away from the operating entitys products,or stockpiling or similar pantry-loadingactivity.If prolo

272、nged,such impacts can further increase the difficulty of business or operations planning and may adversely impact theoperating entitys results of operations and cash flows;Inability to meet customers needs and achieve cost targets due to disruptions in manufacturing and supply arrangements caused by

273、constrained workforce capacity or the loss or disruption of other essential manufacturing and supply elements such as raw materials orother finished product components,transportation,or other manufacturing and distribution capability;Failure of third parties on which the operating entity relies,whic

274、h may include suppliers,manufacturers,distributors,and external businesspartners,to meet their obligations to the operating entity,or significant disruptions in their ability to do so,which may be caused by theirown financial or operational difficulties and may adversely impact the operating entitys

275、 operations;Periods of disruption that limit the ability to access the financial markets or which increase the cost of liquidity;or Significant changes in the political conditions in regions in which the operating entity manufactures,sells or distributes products,includingquarantines,price controls,

276、or governmental or regulatory actions,closures or other restrictions that limit or close operating andmanufacturing facilities,restrict the operating entitys employees ability to travel or perform necessary business functions,or otherwiseprevent third-party partners,suppliers or customers from suffi

277、ciently staffing operations,which could adversely impact the operatingentitys results of operations and cash flows.15 2022/12/13https:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htm23

278、/165 In early 2020,the operating entity experienced logistical stagnation and business disruptions due to the impact of the COVID-19 pandemic.InMay 2020,the logistical conditions were restored to some extent and the restrictions were eased in the areas where the operating entity,itsmanufacturers and

279、 distributors are located.About the same time,the operating entity launched its camellia oil baby skincare products and toiletrieson the market.As a result,the operating entity gradually recovered from the negative impact of the COVID-19 pandemic on its results ofoperations.Despite the operating ent

280、itys efforts to manage and remedy the impact of COVID-19,the ultimate impact also depends on factorsbeyond its control,including the duration and severity of any such outbreak as well as third-party actions taken to contain its spread and mitigate itspublic health effects.These factors could adverse

281、ly affect the operating entitys business,and,in turn,our financial condition and results ofoperations.The operating entity may not succeed in its cost saving strategies.The operating entity continues to identify and execute on cost-saving opportunities designed to improve operational efficiencies an

282、d optimizeproject management.There is no assurance that the operating entity will be able to achieve or sustain cost savings,realize or sustain operationalefficiencies,or achieve other benefits that it may initially expect.Such failures may result in various unnecessary costs,temporary operationalin

283、efficiencies,and could negatively impact our financial condition.Our historical financial and operating results are not indicative of future performance and our financial and operating results may fluctuate.In the fiscal years ended December 31,2021,and 2020,our revenue was$6,655,515 and$3,096,924,r

284、espectively,representing a growth rate of114.91%.For the same fiscal years,our net income was$775,522 and$49,436,respectively,representing a growth rate of 1468.74%.The results ofoperations may vary from period to period in response to a variety of factors beyond control,including general economic c

285、onditions,regulatoryactions,changes in consumer spending and preferences,as well as non-recurring charges incurred in connection with extraordinary transactions.Due to these and other factors,our historical financial performance,growth rates,profitability and operating results may not indicate futur

286、eperformance and you should not rely on them to predict our future performance.The entry into strategic alliances,or mergers and acquisitions may expose the operating entity to additional risks.The operating entity may consider potential strategic alliances that would complement the current product

287、offerings,increase the size andgeographic scope of its operations or otherwise present growth and/or other opportunities.Any such developments may entail numerous risks,including:competition with established competitors in new markets,who may have greater knowledge of those markets and resources to

288、expend inthose markets than the operating entity;difficulties in assimilating acquired operations or products;difficulties in understanding and adapting to local cultural norms,including,but not limited to,consumption patterns,seasonal effects,consumer trends and preferences,as well seasonal effects

289、;diversion of managements attention from the core business;substantial costs,delays or other operational or financial difficulties,including difficulties in leveraging the expected synergies among thebusinesses to increase sales and obtain cost savings or achieve expected results;adverse effects on

290、existing business relationships with suppliers and customers;certain other risks involved in entering markets in which the operating entity has limited or no prior experience;and 16 2022/12/13https:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htmhttps:/www.sec.gov/Arch

291、ives/edgar/data/1944946/0004685/tm2226747d1_f-1.htm24/165 reputational and other risks regarding the operating entitys ability to enter new markets successfully or to implement such strategicalliances,including obtaining financing which could dilute the interests of its shareholders,resul

292、t in an increase in its indebtedness,orboth.The operating entitys failure to enter new markets,enter into strategic alliances or complete the integration of any new or acquired businessessuccessfully could have a material adverse effect on its business,prospects,financial condition,liquidity,results

293、 of operations and cash flows.Inaddition,there can be no assurance that the operating entity will be able to identify suitable candidates or consummate such transactions onfavorable terms or at all.Adverse litigation judgments or settlements resulting from legal proceedings could reduce the profits

294、or negatively affect the operating entitysbusiness operations.As of the date of this prospectus,the operating entity is not a party to any material lawsuits and we are not aware of any threats of lawsuits againstthe operating entity that are anticipated to have a major impact on the operating entity

295、s business.The operating entity may,in the future,be subjectto allegations,claims and legal actions arising in the ordinary course of its business,which may include claims by shareholders and claims by thirdparties,including manufacturers,distributors,business partners,or regulators.If any of these

296、proceedings is determined adversely against theoperating entity,or results in judgments,fines or settlements involving a payment of a material sum of money,it could materially and adverselyaffect the operating entitys business,financial condition,and results of operations.In addition,the associated

297、negative publicity could adverselyaffect the operating entitys reputation and brand.Even the successful defense of these proceedings may cause the operating entity to incursubstantial legal costs and may divert managements attention and resources.The operating entitys insurance coverage may not be s

298、ufficient to cover all losses and/or liabilities that may be incurred by its operations.The operating entity maintains certain insurance policies to safeguard against risks and unexpected events.For example,the operating entityprovides social security insurance,including endowment insurance,medical

299、insurance,unemployment insurance,employment injury insurance andmaternity insurance for its employees in compliance with the applicable PRC laws.The operating entity maintains auto insurance as required by thePRC laws.However,there is no assurance that the operating entitys insurance coverage will a

300、lways be available or will always be sufficient tocover any damages resulting from any kind of claims.In addition,there are certain types of risks that may not be covered by the operating entityspolicies,such as war,force majeure or certain business interruptions.In addition,there is no assurance th

301、at when the current insurance policiesexpire,the operating entity will be able to renew them at sufficient and favorable terms.Claims that are not covered by the policies or the failure torenew the insurance policies may materially adversely affect the operating entitys business.Risks Related to Doi

302、ng Business in the PRC Adverse changes in economic,political and social conditions of the PRC government could have a material adverse effect on the operatingentitys business.The Company conducts substantially all of the operations through the operating entity in China.Accordingly,the operating enti

303、tys business,financial condition,results of operations and growth prospects may be influenced to a significant degree by political,economic and socialconditions in China generally.The Chinese economy differs from the economies of most of the developed countries in many respects,including thelevel of

304、 government involvement,level of development,growth rate,control of foreign exchange and allocation of resources.Although the Chinesegovernment has implemented measures emphasizing the utilization of market forces for economic reform,the reduction of state ownership ofproductive assets,and the estab

305、lishment of improved corporate governance in business enterprises,a substantial portion of productive assets inChina is still owned by the government.In addition,the Chinese government continues to play a significant role in regulating industry developmentby imposing industrial policies.The Chinese

306、government also exercises significant control over Chinas economic growth through allocatingresources,setting monetary policy,and providing preferential treatment to particular industries or companies.17 2022/12/13https:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htmh

307、ttps:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htm25/165 While the Chinese economy has experienced significant growth over the past four decades,growth has been uneven,both geographically andamong various sectors of the economy,and the rate of growth has been slowin

308、g since 2012.Any adverse changes in economic conditions in China,in the policies of the Chinese government,or in social conditions in China could have a material adverse effect on the overall economic growth ofChina.Such developments could adversely affect the operating entitys business and operatin

309、g results,lead to reduction in demand for its servicesand adversely affect its competitive position.The Chinese government has implemented various measures to encourage economic growth and guideallocation of resources.Some of these measures may benefit the overall Chinese economy,but may have a nega

310、tive effect on the operating entity.For example,the operating entitys financial condition and results of operations may be adversely affected by government control over capitalinvestments or changes in tax regulations.In addition,in the past the Chinese government has implemented certain measures,in

311、cluding interest rateadjustment,to control the pace of economic growth.These measures may cause decreased economic activity in China,which may,in turn,adversely affect our operating results.The legal system of the PRC is not fully developed and there are inherent uncertainties that may affect the pr

312、otection afforded to the operatingentitys business and our shareholders.The PRC legal system is a civil law system based on written statutes.Prior court decisions under the civil law system may be cited for reference buthave limited precedential value.Since these laws and regulations are relatively

313、new and the PRC legal system continues to evolve,theinterpretations of many laws,regulations and rules are not always uniform and the enforcement of these laws,regulations and rules involvesuncertainties.In 1979,the PRC government began to promulgate a comprehensive system of laws and regulations go

314、verning economic matters in general.Theoverall effect of legislation over the past decades has significantly enhanced the protections afforded to various forms of foreign investments inChina.However,recently enacted laws and regulations may not sufficiently cover all aspects of economic activities i

315、n China.In particular,theinterpretation and enforcement of these laws and regulations involve uncertainties.Since PRC administrative and court authorities havesignificant discretion in interpreting and implementing statutory provisions and contractual terms,it may be difficult to evaluate the outcom

316、e ofadministrative and court proceedings and the level of legal protection that we enjoy.These uncertainties may affect our judgment on the relevanceof legal requirements and our ability to enforce our contractual rights or tort claims.Furthermore,the PRC legal system is based in part ongovernment p

317、olicies and internal rules,some of which are not published on a timely basis or at all and may have retroactive effect.As a result,wemay not be aware of a violation of any of these policies and rules until sometime after the violation.In addition,any administrative andcourt proceedings in China may

318、be protracted,resulting in substantial costs and diversion of resources and management attention.The Chinese government exerts substantial influence over the manner in which the PRC subsidiaries conduct their business activities,mayintervene or influence such operations at any time,or may exert more

319、 control over offerings conducted overseas and/or foreign investment inChina-based issuers,which could result in a material change in such operations and the value of our Ordinary Shares,significantly limit orcompletely hinder our ability to offer or continue to offer securities to investors,and cau

320、se the value of our securities to significantly decline orbe worthless.The Chinese government has exercised,and continues to exercise,substantial control over virtually every sector of the Chinese economy throughregulation and state ownership.The PRC subsidiaries ability to operate in China may be h

321、armed by changes in Chinese laws and regulations,including those relating to securities regulation,data protection,cybersecurity and mergers and acquisitions and other matters.The PRC central orlocal governments may impose new,stricter regulations or interpretations of existing regulations that woul

322、d require additional expenditures andefforts on the PRC subsidiaries part for compliance with such regulations or interpretations.Government actions in the future could significantlyaffect economic conditions in China or particular regions thereof,and could require the PRC subsidiaries to materially

323、 change operating activitiesor divest themselves of any interests they hold in Chinese assets.The PRC subsidiaries business may be subject to various types of governmentand regulatory interference,such as the requirement to gain the approval from CSRC before this listing and to conduct a cyber secur

324、ity review.ThePRC subsidiaries may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failureto comply.The PRC subsidiaries operations could be adversely affected by existing or future laws and regulations relating to the maternal andn

325、ewborn skincare business or industry.18 2022/12/13https:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/0004685/tm2226747d1_f-1.htm26/165 Any of these events could result in a material change in the PRC subsidia

326、ries operations and the value of our Ordinary Shares.The Chinesegovernment has indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment inChina-based issuers.Any such actions by the Chinese government could significantly limit or co

327、mpletely hinder our Companys ability to offer orcontinue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.The approval and/or other requirements of the CSRC or other PRC government authorities may be required in connection with an offeri

328、ngunder PRC rules,regulations or policies,and,if required,our Company cannot predict whether or how soon our Company will be able toobtain such approval.The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors,or the M&A Rules,purport to require offshore specialpurpos

329、e vehicles that are controlled by PRC companies or individuals and that have been formed for the purpose of seeking a public listing on anoverseas stock exchange through acquisitions of PRC domestic companies or assets to obtain CSRC approval prior to publicly listing theirsecurities on an overseas

330、stock exchange.The interpretation and application of the regulations remain unclear.If a governmental approval isrequired,it is uncertain how long it will take for our Company to obtain such approval,and,even if the Company obtains such approval,theapproval could be rescinded.Any failure to obtain,o

331、r a delay in obtaining,the requisite governmental approval for an offering,or a rescission ofsuch CSRC approval if it is obtained by our Company,may subject our Company to sanctions imposed by the relevant PRC regulatory authority,which could include fines and penalties,restrictions or limitations o

332、n our Companys ability to pay dividends outside of China,and other forms ofsanctions that may materially and adversely affect the business,financial condition,and results of operations.There remains uncertainty as to howthe M&A Rules will be interpreted or implemented in the context of an overseas o

333、ffering.Our Company may face regulatory actions or othersanctions from the CSRC.According to our PRC legal counsel,AllBright Law Offices(Fuzhou),our Company will not be required to submit anapplication to the CSRC for the approval under the M&A Rules for an offering because(i)the CSRC currently has not issued any definitive rule orinterpretation concerning whether offerings like ours are subject t