1、2022/12/13https:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htm1/186F-1 1 tm2219463d1_f1.htm F-1As filed with the U.S.Securities and Exchange Commission on July 1,2022 Registration No.3

2、33-UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 YUKAI Health Group Limited(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 7350 Not

3、 Applicable(State or other jurisdiction of incorporation or organization)(Primary Standard Industrial Classification Code Number)(I.R.S.Employer Identification number)Xinya Building 909,910,and 911121 Dongjie RoadGulou District,FuzhouFujian Province,China 350001Tel:+86 (Address,including

4、zip code,and telephone number,including area code,of Registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168800-221-0102(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies of all communications,incl

5、uding communicationssent to agent for service,should be sent to:Ying Li,Esq.David E.Danovitch,Esq.Lisa Forcht,Esq.Aaron M.Schleicher,Esq.Hunter Taubman Fischer&Li LLCSullivan&Worcester LLP48 Wall Street,Suite 11001633 BroadwayNew York,NY 10005New York,NY 10019Tel:212-530-2206 Tel:212-660-3000 Approx

6、imate date of commencement of proposed sale to the public:As soon as practicable after this registration statementbecomes effective.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933,check the

7、 following box.x If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please checkthe following box and list the Securities Act registration statement number of the earlier effective registration statement for thesame offering.If thi

8、s Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant

9、to Rule 462(d)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.2022/12/13https:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htmhttps:/www.sec.g

10、ov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htm2/186Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of1933.Emerging growth company x If an emerging growth company that prepares its financial statements in a

11、ccordance with U.S.GAAP,indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard

12、”refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April 5,2012.The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effectivedate until the Registrant shall file a further

13、amendment which specifically states that this registration statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until theregistration statement shall become effective on such date as the Commission,acting pursuant to said Section 8(a),

14、maydetermine.2022/12/13https:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htm3/186 The information in this preliminary prospectus is not complete and may be changed.We may not sell these

15、 securities untilthe registration statement filed with the Securities and Exchange Commission is effective.This preliminary prospectus isnot an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offeror sale is not permitted.PRELIMIN

16、ARY PROSPECTUSSUBJECT TO COMPLETION,DATED ,2022 4,000,000 Ordinary Shares YUKAI Health Group Limited This is the initial public offering of ordinary shares of YUKAI Health Group Limited,a Cayman Islands exemptedholding company with no material operations of our own.We conduct a substantial majority

17、of our operations through oursubsidiaries established in the Peoples Republic of China(the“PRC”).Throughout this prospectus,unless the context indicatesotherwise,references to“YUKAI”refer to YUKAI Health Group Limited,a holding company and references to“we,”the“Company”or“our company”are to YUKAI an

18、d/or its consolidated subsidiaries.We are offering 4,000,000 ordinary shares,par value$0.0005 per share.We expect the initial public offering price of theshares to be in the range of$4.00 to$6.00 per share.Prior to this offering,there has been no public market for our ordinary shares.We have applied

19、 to have our ordinary shares listed on the Nasdaq Capital Market(or Nasdaq)under the symbol“.”We cannotguarantee that we will be successful in listing our ordinary shares on the Nasdaq;however,we will not complete this offeringunless we are so listed.We are both an“emerging growth company”and a“fore

20、ign private issuer”as defined under the U.S.federal securitieslaws and,as such,may elect to comply with certain reduced public company reporting requirements for this and future filings.See“Prospectus Summary Implications of Being an Emerging Growth Company”and“Prospectus Summary Implications ofBein

21、g a Foreign Private Issuer.”Investing in our ordinary shares involves significant risks.The risks could result in a material change in the valueof the securities we are registering for sale or could significantly limit or completely hinder our ability to offer or continueto offer securities to inves

22、tors.Our ordinary shares offered in this prospectus are shares of our Cayman Islands holdingcompany,which has no material operations of its own and conducts substantially all of its operations through thesubsidiaries established in the PRC.Fujian Yukai Health Technology Co.,Ltd.is our wholly owned s

23、ubsidiary andcurrently has no operations(“Fujian Yukai”or“WFOE”).Through our WFOE,we own 100%of the equity interests inFuzhou Yukai Trading Co.,Ltd.,(“Fuzhou Yukai”).As of the date of this prospectus,substantially all of our business isconducted through Fuzhou Yukai.2022/12/13https:/www.sec.gov/Arch

24、ives/edgar/data/1926299/0006771/tm2219463d1_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htm4/186 In addition,as substantially all of our operations are conducted through our subsidiaries in China,we are subjectto legal and operational risks assoc

25、iated with China,including risks related to the legal,political and economic policies ofthe Chinese government,the relations between China and the United States,and any Chinese or United States regulations,which risks could result in a material change in our operations and/or cause the value of our

26、ordinary shares tosignificantly decline or become worthless and affect our ability to offer or continue to offer securities to investors.Forexample,recently,the PRC government initiated a series of regulatory actions and made several public statements on theregulation of business operations in China

27、 with little advance notice,including cracking down on illegal activities in thesecurities market,enhancing supervision over China-based companies listed overseas,adopting new measures to extend thescope of cybersecurity reviews,and expanding efforts in anti-monopoly enforcement.On July 6,2021,Gener

28、al Office of theCentral Committee of the Communist Party of China and the General Office of the State Council jointly issued anannouncement to crack down on illegal activities in the securities market and promote the high-quality development of thecapital market,which,among other things,requires the

29、 relevant governmental authorities to strengthen cross-borderoversight of law-enforcement and judicial cooperation,to enhance supervision over China-based companies listed overseas,and to establish and improve the system of extraterritorial application of the PRC securities laws.On December 28,2021,

30、the Cyberspace Administration of China,together with 12 other governmental departments of the PRC,jointlypromulgated the Measures for Cybersecurity Review(2021 version),which became effective on February 15,2022.TheMeasures for Cybersecurity Review(2021 version)requires that an online platform opera

31、tor which possesses the personalinformation of at least one million users must apply for a cybersecurity review by the Cyberspace Administration of Chinaif it intends to be listed in foreign countries.As advised by our PRC counsel,AllBright Law Offices(Fuzhou),as of the dateof this prospectus,we are

32、 not directly subject to these regulatory actions or statements,as we have not implemented anymonopolistic behavior and our business does not involve the collection of user data,implicate cybersecurity,or involve anyother type of restricted industry.As further advised by our PRC counsel,as of the da

33、te of this prospectus,no effective lawsor regulations in the PRC explicitly require us to seek approval from the China Securities Regulatory Commission(the“CSRC”)or any other PRC governmental authorities for our overseas listing plan,nor has our company or any of oursubsidiaries received any inquiry

34、,notice,warning or sanctions regarding our planned overseas listing from the CSRC orany other PRC governmental authorities.However,since these statements and regulatory actions by the PRC governmentare newly published and official guidance and related implementation rules have not been issued,the po

35、tential impact suchmodified or new laws and regulations will have on our daily business operation and our ability to accept foreigninvestments and list on a U.S.exchange is highly uncertain.The Standing Committee of the National Peoples Congress(the“SCNPC”)or other PRC regulatory authorities may in

36、the future promulgate laws,regulations or implement rules thatrequire our company,or any of our subsidiaries to obtain regulatory approval from Chinese authorities before listing in theU.S.See“Risk Factors”beginning on page 16 for a discussion of these legal and operational risks and other informati

37、on thatshould be considered before making a decision to purchase our ordinary shares.Furthermore,as more stringent criteria have been imposed by the U.S.Securities and Exchange Commission(the“SEC”)and the Public Company Accounting Oversight Board(the“PCAOB”)recently,our securities may be prohibitedf

38、rom trading if our auditor cannot be fully inspected by the PCAOB.On December 16,2021,the PCAOB issued itsdetermination that the PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firmsheadquartered in mainland China and in Hong Kong,because of positions taken by

39、 PRC authorities in those jurisdictions,and the PCAOB included in the report of its determination a list of the accounting firms that are headquartered in thePRC or Hong Kong.This list does not include our auditor,TPS Thayer,LLC.While our auditor is based in the U.S.and isregistered with PCAOB and s

40、ubject to PCAOB inspection,in the event it is later determined that the PCAOB is unable toinspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction,then suchlack of inspection could cause our securities to be delisted from the stock exchange.

41、See“Risk Factors Risks Related toDoing Business in China Recent joint statement by the SEC and the PCAOB,rule changes by Nasdaq,and the Holding ForeignCompanies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies uponassessing the qualificat

42、ion of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.Thesedevelopments could add uncertainties to our continued listing or future offerings of our securities in the U.S.”on page 30.2022/12/13https:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm22194

43、63d1_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htm5/186 As a holding company,we may rely on dividends and other distributions on equity paid by our PRC subsidiariesfor our cash and financing requirements.If any of our PRC subsidiaries incurs debt on its o

44、wn behalf in the future,theinstruments governing such debt may restrict its ability to pay dividends to us.Moreover,under the Cayman Islands law,aCayman Islands company may pay a dividend on its shares out of either profit or share premium amount,provided that inno circumstances may a dividend be pa

45、id if this would result in the company being unable to pay its debts as they becomedue in the ordinary course of business.None of our subsidiaries has made any dividends or other distributions to ourholding company as of the date of this prospectus.In the future,cash proceeds raised from overseas fi

46、nancing activities,including this offering,may be transferred by us to our PRC subsidiaries via capital contribution or shareholder loans,asthe case may be.As of the date of this prospectus,we have not made any dividends or distributions to U.S.investors.As of the date of this prospectus,there were

47、no cash flows between our Cayman Islands holding company and oursubsidiaries.Also,there have been no funds transferred among our PRC subsidiaries for working capital purposes,primarily between our WFOE,and Fuzhou Yukai,our WFOEs wholly owned subsidiary and our main operatingsubsidiary.In case any fu

48、nds transfer in the future,the transfer of funds among companies will subject us to the Provisionsof the Supreme Peoples Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases(2020 Revision,the“Provisions on Private Lending Cases”),which was implemented on Au

49、gust 20,2020 to regulate thefinancing activities between natural persons,legal persons and unincorporated organizations.As advised by our PRCcounsel,AllBright Law Offices(Fuzhou),the Provisions on Private Lending Cases does not prohibit using cash generatedfrom one subsidiary to fund another subsidi

50、arys operations.We have not been notified of any other restriction whichcould limit our PRC subsidiaries ability to transfer cash between subsidiaries.Per Share Total Public offering price$Underwriting fee and commissions(1)(2)(3)$Proceeds to us,before expenses$(1)Represents underwriting discount an

51、d commissions equal to 8.0%per share(or$per share).(2)In addition to the underwriting discounts listed above,we have agreed to issue,upon closing of this offering,warrants toUnivest Securities,LLC,as representative of the several underwriters(the“Representative”),exercisable beginning from sixmonths

52、 after the date of issuance and for a five-year period after the date of commencement of sales of ordinary shares in thisoffering,entitling the representative to purchase 5%of the total number of ordinary shares sold in this offering at a per shareprice equal to 110%of the public offering price(the“

53、Representatives Warrants”).The registration statement of which thisprospectus is a part also covers the Representatives Warrants and the ordinary shares issuable upon the exercise thereof.(3)Does not include a non-accountable expense allowance equal to 1.0%of the gross proceeds of this offering,paya

54、ble to theunderwriters,or the reimbursement of certain expenses of the underwriters.For a description of the other terms ofcompensation to be received by the underwriters,see“Underwriting.”We have granted a 45-day option to the Representative to purchase up to an additional 600,000 ordinary shares,s

55、olely tocover over-allotments,if any.Neither the U.S.Securities and Exchange Commission nor any other regulatory body has approved or disapprovedof these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminaloffense.The underwriters expec

56、t to deliver the ordinary shares to purchasers against payment therefor on ,2022.The date of this prospectus is ,2022.2022/12/13https:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htm6/18

57、6 TABLE OF CONTENTS PAGEABOUT THIS PROSPECTUS 1 PROSPECTUS SUMMARY 3 RISK FACTORS 16 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 49 USE OF PROCEEDS 51 DIVIDEND POLICY 52 CAPITALIZATION 53 DILUTION 54 ENFORCEABILITY OF CIVIL LIABILITIES 56 CORPORATE HISTORY AND STRUCTURE 58 MANAGEMENTS DISCU

58、SSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 60 BUSINESS 75 REGULATION 87 MANAGEMENT 102 PRINCIPAL SHAREHOLDERS 106 RELATED PARTY TRANSACTIONS 108 DESCRIPTION OF SHARE CAPITAL 110 SHARES ELIGIBLE FOR FUTURE SALE 119 TAXATION 121 UNDERWRITING 128 EXPENSES OF THIS OFFERING 135 LE

59、GAL MATTERS 135 EXPERTS 135 WHERE YOU CAN FIND ADDITIONAL INFORMATION 135 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS You should rely only on the information contained in this prospectus.We have not,and the underwriters have not,authorized anyone to provide you with different information.If anyone pr

60、ovides you with different or inconsistent information,you should not rely on it.We are not,and the underwriters are not,making an offer to sell securities in any jurisdiction where theoffer or sale is not permitted.You should not assume that the information contained in this prospectus is accurate a

61、s of any dateother than the date on the front of this prospectus.2022/12/13https:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htm7/186For investors outside of the United States of Americ

62、a(the“United States”or the“U.S.”):Neither we nor the underwritershave done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction,other thanthe United States,where action for that purpose is required.Persons outside of the United States who come

63、 into possession of thisprospectus must inform themselves about,and observe any restrictions relating to,the offering of our Shares and the distribution ofthis prospectus outside of the United States.2022/12/13https:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htmhttps:

64、/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htm8/186 ABOUT THIS PROSPECTUS We and the underwriters have not authorized anyone to provide any information or to make any representations otherthan those contained in this prospectus or in any free writing prospectuses prep

65、ared by us or on our behalf or to which we havereferred you.We take no responsibility for and can provide no assurance as to the reliability of,any other information that othersmay give you.This prospectus is an offer to sell only the ordinary shares offered hereby,but only under circumstances and i

66、njurisdictions where it is lawful to do so.We are not making an offer to sell these securities in any jurisdiction where the offer orsale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is notpermitted to make such offer or sale.For

67、 the avoidance of doubt,no offer or invitation to subscribe for ordinary shares are madeto the public in the Cayman Islands.The information contained in this prospectus is current only as of the date on the front coverof the prospectus.Our business,financial condition,results of operations,and prosp

68、ects may have changed since that date.Neither we nor the underwriters have taken any action to permit a public offering of the ordinary shares outside theUnited States or to permit the possession or distribution of this prospectus or any filed free-writing prospectus outside the UnitedStates.Persons

69、 outside the United States who come into possession of this prospectus or any filed free writing prospectus mustinform themselves about,and observe any restrictions relating to,the offering of the ordinary shares and the distribution of thisprospectus or any filed free-writing prospectus outside the

70、 United States.Conventions that Apply to this Prospectus Unless otherwise indicated or the context requires otherwise,references,in this prospectus to:“China”or the“PRC”are to the Peoples Republic of China,excluding Taiwan for the purposes of this prospectusonly;“Code”are to the United States Intern

71、al Revenue Code of 1986,as amended;“Companies Act”are to the Companies Act(2022 Revision)of the Cayman Islands,as amended and revised;“Exchange Act”are to the Securities Exchange Act of 1934,as amended;“Fujian Yukai”or“WFOE”are to Fujian Yukai Health Technology Co.,Ltd.,our wholly owned subsidiary,w

72、hich is alimited liability company incorporated in China;“Fuzhou Yukai”are to Fuzhou Yukai Trading Co.,Ltd.,Fujian Yukais wholly owned subsidiary,which is acompany limited by shares incorporated in China;“Nasdaq”are to Nasdaq Stock Market LLC;“ordinary shares,”“shares,”or“Shares”are to our ordinary

73、shares,par value$0.0005 per share;“our company,”“theCompany,”“us”or“we”are to YUKAI Health Group Limited and/or its consolidated subsidiaries,unless thecontext suggests otherwise;1 2022/12/13https:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htmhttps:/www.sec.gov/Archiv

74、es/edgar/data/1926299/0006771/tm2219463d1_f1.htm9/186 “PCAOB”are to the Public Company Accounting Oversight Board;“PRC subsidiaries”are to YUKAIs wholly owned subsidiary,Fujian Yukai,and Fujian Yukais wholly ownedsubsidiary,Fuzhou Yukai;“RMB”or“Renminbi”are to the legal currency of China;

75、“SEC”are to the United States Securities and Exchange Commission;“Securities Act”are to the Securities Act of 1933,as amended;“U.S.”,“US”or“UnitedStates”are to United States of America,its territories,its possessions and all areas subject to itsjurisdiction;“US$,”“U.S.dollars,”“$,”and“dollars”are to

76、 the legal currency of the United States;and “YUKAI,”“we,”the“Company”or“our company”are to YUKAI Health Group Limited,a Cayman Islands exempted company.Our reporting currency is the U.S.dollar and our functional currency is the Renminbi.Solely for the convenience of thereader,this prospectus contai

77、ns translations of some RMB amounts into U.S.dollars,at specified rates.The results of operationsand the statement of cash flows denominated in foreign currency are translated at the average rate of exchange during the reportingperiod,which are RMB6.4474 to US$1.00 and RMB6.8941 to US$1.00 for fisca

78、l year 2021 and 2020,respectively.Norepresentation is made that the RMB amounts referred to in this prospectus could have been or could be converted into U.S.dollarsat such rate.Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rateso

79、f exchange in effect at that date,which are RMB6.3757 to US$1.00 and RMB6.5249 to US$1.00,respectively,as published bythe Federal Reserve Board on December 31,2021 and December 31,2020.Our fiscal year end is December 31.References to a particular“fiscal year”are to our fiscal year ended December 31

80、ofthat calendar year.Our audited consolidated financial statements have been prepared in accordance with the generally acceptedaccounting principles in the United States(the“U.S.GAAP”).Except where indicated or where the context otherwise requires,all information in this prospectus assumes no exerci

81、se bythe underwriters of their over-allotment option.We obtained the industry,market and competitive position data in this prospectus from Haiqiao Zhiku(Xiamen)CulturalDevelopment Co.,Ltd.(the“Haiqiao Zhiku”).None of the independent industry publications used in this prospectus were preparedon our b

82、ehalf.Industry publications,research,surveys,studies and forecasts generally state that the information they contain hasbeen obtained from sources believed to be reliable,but that the accuracy and completeness of such information is not guaranteed.Forecasts and other forward-looking information obta

83、ined from these sources are subject to the same qualifications anduncertainties as the other forward-looking statements in this prospectus,and to risks due to a variety of factors,including thosedescribed under“Risk Factors.”These and other factors could cause results to differ materially from those

84、 expressed in theseforecasts and other forward-looking information.We have proprietary rights to trademarks used in this prospectus that are important to our business,many of which areregistered under applicable intellectual property laws.Solely for convenience,the trademarks,service marks and trade

85、 namesreferred to in this prospectus are without the,and other similar symbols,but such references are not intended to indicate,inany way,that we will not assert,to the fullest extent under applicable law,our rights or the rights of the applicable licensors tothese trademarks,service marks and trade

86、 names.This prospectus contains additional trademarks,service marks and trade names of others.All trademarks,service marksand trade names appearing in this prospectus are,to our knowledge,the property of their respective owners.We do not intend ouruse or display of other companies trademarks,service

87、 marks or trade names to imply a relationship with,or endorsement orsponsorship of us by,any other person.2 2022/12/13https:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htm10/186 PROSPEC

88、TUS SUMMARY Investors are cautioned that you are buying shares of a Cayman Islands holding company with no operations of itsown.This summary highlights certain information contained elsewhere in this prospectus.You should read the entireprospectus carefully,including our financial statements and rel

89、ated notes and the risks described under“Risk Factors.”Ouractual results and future events may differ significantly based upon a number of factors.The reader should not put undue relianceon the forward-looking statements in this document,which speak only as of the date on the cover of this prospectu

90、s.Overview We are not a Chinese operating company,but rather an exempted company with limited liability incorporated in theCayman Islands on October 19,2021.We are a holding company that has no operations ourselves.We operate through our twosubsidiaries in China,Fujian Yukai,our WFOE,and Fuzhou Yuka

91、i.Fujian Yukai,currently with no business operations,is ourwholly foreign-owned subsidiary formed on December 29,2021 in Fuzhou city,Fujian province.Our WFOE holds 100%of theequity interests in Fuzhou Yukai,which entity was formed on September 28,2005 in Fuzhou city,Fujian province.As of the dateof

92、this prospectus,substantially all of our business is conducted by Fuzhou Yukai.Fuzhou Yukai used to sell medical equipment and serve as distributors for many medical device manufacturers in Fujianprovince,such as Toshiba,RadioMeter,and GE Healthcare China.In 2016,Fuzhou Yukais management decided to

93、adjust itsdevelopment strategy,taking advantage of its medical equipment selling experience,and entered the outsourced medicalequipment maintenance market.We believe we are an expert in managing and maintaining mission-critical,regulated,reusable medical devices.ThroughFuzhou Yukai,we offer healthca

94、re providers comprehensive medical equipment services that are designed to reduce capital andoperating expenses,optimize medical equipment utilization,reduce waste,enhance staff productivity and bolster patient safety.Our outsourcing services include maintenance and the provision of spare equipment

95、during maintenance.We generally maintain allof our customers medical equipment,including life-supporting medical devices,diagnostic equipment,basic treatment equipment,and supporting equipment,in accordance with relevant contract terms.During the fiscal years ended December 31,2021 and 2020,our reve

96、nues were$9,650,305 and$8,094,290 respectively,and net income was$935,824 and$7,743,respectively.Our Customers Our customer base includes 1)hospital customers and 2)business partner customers.We obtain our hospital customersthrough the public bidding process.We enter into contracts directly with our

97、 hospital customers after winning the bids.In additionto bidding,we also win business by cooperating with our business partners.Such cooperation with our business partners includestwo different models:a)a joint bidding model,and b)a subcontract model.In the joint bidding model,we submit biddingdocum

98、ents together with our business partner.After winning the bids,we,our business partner,and the hospital will enter into atripartite agreement which,among other things,will stipulate that the hospital will pay the business partner directly.We and thebusiness partner will also enter into a separate ag

99、reement which,among other things,will provide that we receive payment fromour business partner.The subcontract model works in two steps:first,our business partners obtain hospital customers through thebidding process or their sales teams;and second,after business partners win contracts from hospital

100、 customers,they thensubcontract the projects to us.In these cooperation models,we provide maintenance services to the hospitals and receivecompensation from our business partners.3 2022/12/13https:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htmhttps:/www.sec.gov/Archiv

101、es/edgar/data/1926299/0006771/tm2219463d1_f1.htm11/186 As of December 31,2021,and 2020,we had a total of 19 and 23 customers,respectively.Among the 19 customers,as ofDecember 31,2021,(i)12 customers were hospitals with which Fuzhou Yukai directly entered into medical equipmentmaintenance

102、service agreements,(ii)one of which was a hospital customer to which Fuzhou Yukai only sells Class II medicaldevices,and(iii)six of which were business partners.Through such six business partners,Fuzhou Yukai provides medicalequipment maintenance services to eight hospitals.Among the 23 customers,as

103、 of December 31,2020,(i)20 customers werehospitals with which Fuzhou Yukai directly entered into medical equipment maintenance service agreements,and(ii)three ofwhich were business partners.Through such three business partners,Fuzhou Yukai provided medical equipment maintenanceservices to six hospit

104、als.Fuzhou Yukai also sold Class II medical devices to some of those business partners during such periods.Development Trend We believe that the following trends support the essential nature of our work:Improved patient safety and outcomes.Hospitals across Fujian province and China focus on improvin

105、g patient safety andoutcomes.Fuzhou Yukai assists hospitals in maintaining their equipment,to ensure such equipment is available when andwhere it is needed for patient care,thereby improving patient safety and optimizing patient outcomes.Increased capital and operating expense pressures.Hospitals ar

106、e restricted by capital and operating budgets while facing theincreasing costs and complexity of medical equipment.The increasing complexity of medical equipment necessitates morerecordkeeping and more communications with third-party maintenance providers in the use of such equipment.Fuzhou Yukaipro

107、vides outsourced maintenance services to hospitals,in order to save such hospitals capital and operating expenses andimprove their operational efficiencies.Competitive Strengths We believe that the following strengths contribute to our growth and differentiate us from our competitors:24/7 Quick Resp

108、onse.Our 13 service centers provide 24/7,year-round services,which we believe enables us to competeeffectively and grow our business regionally and locally.We plan to gradually expand our operations to surrounding areasand the whole PRC market.Strong Management and Professional Team.Our senior manag

109、ement team,led by our chief executive officer and chairman,Mr.Zhenyu Zheng,is comprised of highly skilled and dedicated professionals with significant experience in the healthcareindustry.We also employ a number of technical specialists.As of December 31,2021,we had 68 technicians comprised of 60fie

110、ld-based technicians and 8 technicians in our headquarters.We believe that our management and professional teamsconstitutes a unique competitive advantage.Commitment to quality control.Independent third-party service providers like us are not required to register with theNational Medical Products Ad

111、ministration of China(the“NMPA”).However,we are committed to managing quality basedon the internationally recognized quality standard for medical devices:ISO 13485:2016.Superior customer service.We believe we have a long-standing reputation among our customers for outstandingservices.This reputation

112、 is largely attributable to our focus on customer service and our investments in hiring and trainingemployees.We believe that our focus on customer service helps us achieve high customer satisfaction ratings,as evidencedby the“Five Star”certificate certified by Yicheng Certification Ltd.,according t

113、o the after-sales service management systemGB/T 27922-2011 standard.The GB/T 27922-2011 standard was drafted by the Chinese Chamber of Commerce BusinessStandard Center,and was released on December 30,2011,effective on February 1,2012.GB/T 27922-2011 is a standard ofevaluation that takes into conside

114、ration the following factors of a company:the companys structure,numbers of employeesproviding after-sale services,resource allocation,specification requirements,supervision systems,improvements based onmarket feedback,and service culture.4 2022/12/13https:/www.sec.gov/Archives/edgar/data/1926299/00

115、06771/tm2219463d1_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htm12/186 Key Elements of our Growth Strategy We intend to grow our business using the following key strategies:Growing our customer base among customers that presently outsource.We be

116、lieve there is a significant opportunity togrow our business by winning new contracts from customers that outsource medical equipment maintenance in Fujianprovince.We believe we are poised to grow our customer base among customers that outsource.Growing our serviceable market by converting potential

117、 customers that presently insource.We believe there is a significantopportunity to grow our customer base by converting potential customers that currently insource.As of December 31,2021,we estimate that in Fujian province,approximately 1038 hospitals medical equipment maintenance is done in-house.W

118、ebelieve we can demonstrate the value of our services to potential customers that insource medical equipment maintenanceand contract with them.As of the date of this prospectus,no customers that insource medical equipment maintenance havebeen converted to customers of Fuzhou Yukai.Expanding beyond F

119、ujian Province by investing in joint ventures or through acquisitions.We recognize a vast market foroutsourced medical equipment maintenance services in the PRC and the demand for local technical personnel.We believethat we may be able to expand beyond Fujian province by investing in joint ventures

120、or through acquiring targets that fit ourstrategic objectives,although we have not identified or engaged in any such discussions as of the date of this prospectus.Inthe event that we invest in or acquire such businesses,the local companies may hire and manage local technicians and wewill provide tra

121、ining and technical support.Our Corporate History and Structure We are an exempted company with limited liability incorporated in the Cayman Islands on October 19,2021.We are aholding company that has no operations ourselves.On September 28,2005,Fuzhou Yukai was formed as a limited liability company

122、 in Fuzhou,Fujian province,China.On December 29,2021,Fujian Yukai,our WFOE,was formed as a limited liability company in China.On April 24,2022,as a part of our re-organization,our WFOE acquired all of the shares of Fuzhou Yukai,and FuzhouYukai became a wholly-owned subsidiary of our WFOE.As of the d

123、ate of this prospectus,substantially all of our business is conducted by Fuzhou Yukai.For more details regarding our corporate structure and related changes,see“Corporate History and Structure.”Our WFOEs wholly owned subsidiary,Fuzhou Yukai,contributed 100%of our consolidated revenue and accounted f

124、or100%of our consolidated total assets and liabilities for the fiscal years ended December 31,2021 and 2020,and there was noreconciliation performed among the financial position,cash flows and results of operations of Fuzhou Yukai,our WFOE and us.The following financial information of Fujian Yukai a

125、nd Fuzhou Yukai was included in the consolidated financial statements.Formore information,see our consolidated financial statements and related notes from page F-1 to page F-28 that appear in thisprospectus.5 2022/12/13https:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.

126、htmhttps:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htm13/186 As of December 31,2021 2020 Total Assets$4,268,935$7,712,155 Total Liabilities$2,191,281$7,830,731 Fiscal Years Ended December 31,2021 2020 Revenue$9,650,305$8,094,290 Net profit$935,824$7,743 Fiscal Years

127、Ended December 31,2021 2020 Net cash provided by(used in)operating activities$3,087,585$(1,069,389)Net cash(used in)provided by investing activities (327,748)7,863 Net cash(used in)provided by financing activities (2,152,963)1,058,914 Effects of foreign currency translation 13,593 44,660 Net increas

128、e in cash and cash equivalents$620,467$42,048 Our subsidiaries do not operate in an industry that prohibits or limits foreign investment.As a result,as advised by ourPRC counsel,AllBright Law Offices(Fuzhou),other than those requisite for a domestic company in China to engage in businessessimilar to

129、 ours,we are not required to obtain any permission from Chinese authorities,including the CSRC,the CyberspaceAdministration of China,or any other governmental agency that is required to approve our operations.However,if we do notreceive or maintain the approvals,when,as,or if required,or we inadvert

130、ently conclude that such approvals are not required,orapplicable laws,regulations,or interpretations change such that we are required to obtain approval in the future,we may be subjectto investigations by competent regulators,fines or penalties,ordered to suspend our relevant operations and rectify

131、any non-compliance,prohibited from engaging in relevant business or conducting any offering,and any of these risks could result in amaterial adverse change in our operations,significantly limit or completely hinder our ability to offer or continue to offer securitiesto investors,or cause such securi

132、ties to significantly decline in value or become worthless.As of the date of this prospectus,we and our PRC subsidiaries have received from the PRC authorities all requisitelicenses,permissions or approvals needed to engage in the businesses currently conducted in China,and no permission orapproval

133、has been denied.Such licenses and permissions include Business Licenses,and a Class II medical device selling recordcertificate.The following table provides details on the licenses and permissions held by our PRC subsidiaries.Company License/PermissionIssuing AuthorityValidity Fujian Yukai Health Te

134、chnologyCo.,Ltd.Business LicenseFuzhou Gulou District Market SupervisionBureauLong-term Fuzhou Yukai Trading Co.,Ltd.Business LicenseFuzhou Gulou District Market SupervisionBureauLong-termClass II medicaldevice selling recordcertificateFuzhou Gulou District Market SupervisionBureauLong-term 6 2022/1

135、2/13https:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htm14/186 As advised by our PRC counsel,AllBright Law Offices(Fuzhou),neither we nor any of our subsidiaries is currentlyrequired t

136、o obtain regulatory approval from Chinese authorities before listing in the U.S.under any existing PRC law,regulationsor rules,including from the CSRC,the Cyberspace Administration of China,or any other relevant Chinese regulatory agencies thatis required to approve Fuzhou Yukai and Fujian Yukais op

137、erations.However,the PRC government may take actions to exert moreoversight and control over offerings by China-based issuers conducted overseas and/or foreign investment in such companies,which could significantly limit or completely hinder our ability to offer or continue to offer securities to in

138、vestors outside Chinaand cause the value of our securities to significantly decline or become worthless.See“Risk Factors Risks Related to DoingBusiness in China Any requirement to obtain prior approval under the M&A Rules and/or any other regulations promulgated byrelevant PRC regulatory agencies in

139、 the future could delay this offering and failure to obtain any such approvals,if required,couldhave a material adverse effect on our business,operating results and reputation as well as the trading price of our ordinaryshares,and could also create uncertainties for this offering and affect our abil

140、ity to offer or continue to offer securities to investorsoutside China”on page 21.As advised by our PRC counsel,AllBright Law Offices(Fuzhou),as of the date of this prospectus,we are not required toobtain any permission from any PRC governmental authorities to offer securities to foreign investors.W

141、e have been closelymonitoring regulatory developments in China regarding any necessary approvals from the CSRC or other PRC governmentalauthorities required for overseas listings,including this offering.As of the date of this prospectus,we have not received anyinquiry,notice,warning,sanction or regu

142、latory objection to this offering from the CSRC or other PRC governmental authorities.However,there remains significant uncertainty as to the enactment,interpretation and implementation of regulatory requirementsrelated to overseas securities offerings and other capital markets activities.If it is d

143、etermined in the future that the approval of theCSRC,the Cyberspace Administration of China or any other regulatory authority is required for this offering,we may facesanctions by the CSRC,the Cyberspace Administration of China or other PRC regulatory agencies.These regulatory agencies mayimpose fin

144、es and penalties on our operations in China,limit our ability to pay dividends outside of China,limit our operations inChina,delay or restrict the repatriation of the proceeds from this offering into China or take other actions that could have amaterial adverse effect on our business,financial condi

145、tion,results of operations and prospects,as well as the trading price of oursecurities.The CSRC,the Cyberspace Administration of China or other PRC regulatory agencies may also take actions requiringus,or making it advisable for us,to halt this offering before settlement and delivery of our ordinary

146、 shares.Consequently,if youengage in market trading or other activities in anticipation of and prior to settlement and delivery,you do so at the risk thatsettlement and delivery may not occur.In addition,if the CSRC,the Cyberspace Administration of China or other regulatory PRCagencies later promulg

147、ate new rules requiring that we obtain their approvals for this offering,we may be unable to obtain a waiverof such approval requirements,if and when procedures are established to obtain such a waiver.Any uncertainties and/or negativepublicity regarding such an approval requirement could have a mate

148、rial adverse effect on the trading price of our securities.See“Risk Factors Risks Related to Doing Business in China The PRC government exerts substantial influence over the mannerin which we conduct our business activities.The PRC government may also intervene or influence our operations and this o

149、fferingat any time,which could result in a material change in our operations and our ordinary shares could decline in value or becomeworthless”on page 19.7 2022/12/13https:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1926299/000

150、6771/tm2219463d1_f1.htm15/186 The chart below summarizes our corporate structure as of the date of this prospectus:Dividends and Other Distributions We are a holding company with no material operations of our own and do not generate any revenue.We currently conductsubstantially all of our

151、 operations through Fuzhou Yukai,our indirectly wholly owned subsidiary.We are permitted under PRClaws and regulations to provide funding to PRC subsidiaries only through loans or capital contributions,and only if we satisfy theapplicable government registration and approval requirements.See“Risk Fa

152、ctors Risks Related to Doing Business in China PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control ofcurrency conversion may delay us from using the proceeds of this offering to make loans or additional capital contributions to ourP

153、RC subsidiaries,which could materially and adversely affect our liquidity and our ability to fund and expand our business”onpage 16.Under our current corporate structure,we rely on dividend payments from our PRC subsidiaries to fund any cash andfinancing requirements we may have,including the funds

154、necessary to pay dividends and other cash distributions to ourshareholders or to service any debt we may incur.Our subsidiaries in the PRC generate and retain cash generated from operatingactivities and re-invest it in our business.If any of our PRC subsidiaries incurs debt on its own behalf in the

155、future,the instrumentsgoverning such debt may restrict their ability to pay dividends to us.As of the date of this prospectus,there were no cash flowsbetween the Company and our subsidiaries.As of December 31,2021,there were no funds transferred among our PRC subsidiaries and our Company.8 2022/12/1

156、3https:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htm16/186 Our PRC subsidiaries are permitted to pay dividends only out of their retained earnings.However,each of our PRCsubsidiaries

157、is required to set aside at least 10%of its after-tax profits each year,after making up for previous years accumulatedlosses,if any,to fund certain statutory reserves,until the aggregate amount of such funds reaches 50%of its registered capital.Thisportion of our PRC subsidiaries respective net asse

158、ts are prohibited from being distributed to their shareholders as dividends.See“Regulation Regulations on Dividend Distributions.”However,none of our subsidiaries has made any dividends or otherdistributions to our holding company or any U.S.investors as of the date of this prospectus.See also“Risk

159、Factors RisksRelated to Doing Business in China We rely to a significant extent on dividends and other distributions on equity paid by oursubsidiaries to fund offshore cash and financing requirements and any limitation on the ability of our PRC subsidiaries to makeremittance to pay dividends to us c

160、ould limit our ability to access cash generated by the operations of those entities”on page 27.As of the date of this prospectus,none of our subsidiaries have ever issued any dividends or made other distributions to usor their respective holding companies nor have we or any of our subsidiaries ever

161、paid dividends or made other distributions toU.S.investors.We intend to retain all of our available funds and any future earnings after this offering and cash proceeds fromoverseas financing activities,including this offering,to fund the development and growth of our business.As a result,we do notex

162、pect to pay any cash dividends in the foreseeable future.In addition,the PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and,incertain cases,the remittance of currency out of China.If the foreign exchange control system prevents us from obtaining suffici

163、entforeign currencies to satisfy our foreign currency demands,we may not be able to transfer cash out of China,and pay dividends inforeign currencies to our shareholders.There can be no assurance that the PRC government will not intervene or imposerestrictions on our ability to transfer or distribut

164、e cash within our organization or to foreign investors,which could result in aninability or prohibition on making transfers or distributions outside of China and may adversely affect our business,financialcondition and results of operations.See“Risk Factors Risks Related to Doing Business in China R

165、estrictions on currencyexchange may limit our ability to utilize our revenues effectively”on page 29.A 10%PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises.Any gainrealized on the transfer of ordinary shares by such investors is also subject to PRC

166、 tax at a current rate of 10%,which,in the caseof dividends,will be withheld at source if such gain is regarded as income derived from sources within the PRC.See also“RiskFactors Risks Related to Doing Business in China Dividends payable to our foreign investors and gains on the sale of ourordinary

167、shares by our foreign investors may be subject to PRC tax”on page 28.Summary of Risks Affecting Our Company Investing in our ordinary shares involves significant risks.You should carefully consider all of the information in thisprospectus before making an investment in our ordinary shares.Below plea

168、se find a summary of the principal risks we face,organized under relevant headings.These risks are discussed more fully in the section titled“Risk Factors.”Risks Related to Doing Business in China We are subject to risks and uncertainties relating to doing business in China in general,including,but

169、are not limited to,the following:Changes in the political and economic policies of the PRC government or in relations between China and the UnitedStates may materially and adversely affect our business,financial condition and results of operations and may resultin our inability to sustain our growth

170、 and expansion strategies(See page 16 of this prospectus);There are uncertainties regarding the interpretation and enforcement of PRC laws,rules and regulations(See page 17of this prospectus);The PRC government exerts substantial influence over the manner in which we conduct our business activities.

171、ThePRC government may also intervene or influence our operations and this offering at any time,which could result in amaterial change in our operations and our ordinary shares could decline in value or become worthless(See page 19 ofthis prospectus);9 2022/12/13https:/www.sec.gov/Archives/edgar/data

172、/1926299/0006771/tm2219463d1_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htm17/186 The CSRC has released for public consultation the draft rules for China-based companies seeking to conduct initialpublic offerings in foreign markets.While such ru

173、les have not yet gone into effect,the Chinese government mayexert more oversight and control over offerings that are conducted overseas and foreign investment in China-basedissuers,which could significantly limit or completely hinder our ability to offer or continue to offer our ordinaryshares to in

174、vestors and could cause the value of our ordinary shares to significantly decline or become worthless(Seepage 19 of this prospectus);You may experience difficulties in effecting service of legal process,enforcing foreign judgments or bringing actionsin China against us or our management named in the

175、 prospectus based on foreign laws(See page 20 of thisprospectus);PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmentalcontrol of currency conversion may delay us from using the proceeds of this offering to make loans or additionalcapital cont

176、ributions to our PRC subsidiaries,which could materially and adversely affect our liquidity and ourability to fund and expand our business(See page 26 of this prospectus);We rely to a significant extent on dividends and other distributions on equity paid by our subsidiaries to fund offshorecash and

177、financing requirements and any limitation on the ability of our PRC subsidiaries to transfer cash out ofChina and/or make remittance to pay dividends to us could limit our ability to access cash generated by theoperations of those entities(See page 27 of this prospectus);and Recent joint statement b

178、y the SEC and the PCAOB,rule changes by Nasdaq,and the Holding Foreign CompaniesAccountable Act all call for additional and more stringent criteria to be applied to emerging market companies uponassessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by th

179、e PCAOB.These developments could add uncertainties to our continued listing or future offerings of our securities in the U.S.(See page 30 of this prospectus).Risks Related to Our Business and Industry:Risks and uncertainties related to our business and industry include,but are not limited to,the fol

180、lowing:Fuzhou Yukai may be unable to maintain existing contracts or contract terms or enter into new contracts with itscustomers(See page 33 of this prospectus);Although we do not manufacture any medical equipment,our business entails the risk of claims related to the medicalequipment that we outsou

181、rce and service.We may not have adequate insurance to cover a claim,and it may be moreexpensive or difficult for us to obtain adequate insurance in the future(See page 36 of this prospectus);We are dependent on our top customers.If we fail to acquire new customers or retain existing customers in a c

182、ost-effective manner,our business,financial condition and results of operations may be materially and adversely affected(See page 38 of this prospectus);We have no business liability or disruption insurance,which could expose us to significant costs and businessdisruption and we may incur liabilitie

183、s that are not covered by insurance(See page 40 of this prospectus);and If we fail to maintain an effective Class II medical device selling record certificate,it could adversely affect ourreputation,financial conditions and results of operations(See page 42 of this prospectus).10 2022/12/13https:/ww

184、w.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htm18/186 Risks Related to this Offering and Ownership of our Ordinary Shares In addition to the risks and uncertainties described above,we are

185、subject to risks relating to ordinary shares and thisoffering,including,but not limited to,the following:An active trading market for our ordinary shares or our ordinary shares may not develop and the trading price for ourordinary shares may fluctuate significantly(See page 43 of this prospectus);Th

186、e trading price of our ordinary shares may be volatile,which could result in substantial losses to investors(Seepage 43 of this prospectus);and Because the initial public offering price is substantially higher than the pro forma net tangible book value per share,you will experience immediate and sub

187、stantial dilution(See page 45 of this prospectus).Recent Regulatory Developments in China Recently,the PRC government initiated a series of regulatory actions and made a number of public statements on theregulation of business operations in China with little advance notice,including cracking down on

188、 illegal activities in the securitiesmarket,enhancing supervision over China-based companies listed overseas,adopting new measures to extend the scope ofcybersecurity reviews,and expanding efforts in anti-monopoly enforcement.Among other things,the Regulations on Mergers and Acquisitions of Domestic

189、 Enterprises by Foreign Investors(the“M&A Rules”)and Anti-Monopoly Law of the Peoples Republic of China promulgated by the SCNPC which took effect in 2008(“Anti-Monopoly Law”),established additional procedures and requirements that could make merger and acquisition activities byforeign investors mor

190、e time-consuming and complex.Such regulations require,among other things,that the State Administrationfor Market Regulation(“SAMR”)be notified in advance of any change-of-control transaction in which a foreign investor acquirescontrol of a PRC domestic enterprise or a foreign company with substantia

191、l PRC operations,if certain thresholds under theProvisions of the State Council on the Standard for Declaration of Concentration of Business Operators,issued by the StateCouncil in 2008,are triggered.Moreover,the Anti-Monopoly Law requires that transactions which involve national security,theexamina

192、tion on the national security shall also be conducted according to the relevant provisions of the SAMR.In addition,thePRC Measures for the Security Review of Foreign Investment which took effect in January 2021 require acquisitions by foreigninvestors of PRC companies engaged in military-related or

193、certain other industries that are crucial to national security be subject tosecurity review before consummation of any such acquisition.On July 6,2021,the relevant PRC government authorities made public the Opinions on Strictly Cracking Down IllegalSecurities Activities in Accordance with the Law(th

194、e“Illegal Securities Opinions”).The Illegal Securities Opinions emphasize theneed to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-basedcompanies and proposed to take effective measures,such as promoting the construction of relevan

195、t regulatory systems to addressthe risks and incidents faced by China-based overseas-listed companies.Pursuant to the Illegal Securities Opinions,Chineseregulators are required to accelerate rulemaking related to the overseas issuance and listing of securities,and update the existinglaws and regulat

196、ions related to data security,cross-border data flow,and management of confidential information.Numerousregulations,guidelines and other measures are expected to be adopted under the umbrella of or in addition to the CybersecurityLaw and Data Security Law.As of the date of this prospectus,no officia

197、l guidance or related implementation rules have beenissued and the interpretation of the Illegal Securities Opinions remains unclear at this stage.See“Risk Factors Risks Related toDoing Business in China Any requirement to obtain prior approval under the M&A Rules and/or any other regulationspromulg

198、ated by relevant PRC regulatory agencies in the future could delay this offering and failure to obtain any such approvals,if required,could have a material adverse effect on our business,operating results and reputation as well as the trading price ofour ordinary shares,and could also create uncerta

199、inties for this offering and affect our ability to offer or continue to offersecurities to investors outside China”on page 21.11 2022/12/13https:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1

200、_f1.htm19/186 In addition,on July 10,2021,the Cyberspace Administration of China issued the Measures for Cybersecurity Review(Revision Draft for Comments),or the Measures,for public comments,which propose to authorize the relevant governmentauthorities to conduct cybersecurity review on a range of a

201、ctivities that affect or may affect national security,including listings inforeign countries by companies that possess the personal data of more than one million users.On December 28,2021,theMeasures for Cybersecurity Review(2021 version)was promulgated and took effect on February 15,2022,which iter

202、ates that any“online platform operators”controlling personal information of more than one million users which seeks to list in a foreign stockexchange should also be subject to cybersecurity review.The Measures for Cybersecurity Review(2021 version),further elaborateon the factors to be considered w

203、hen assessing the national security risks of the relevant activities,including,among others,(i)therisk of core data,important data or a large amount of personal information being stolen,leaked,destroyed,and illegally used orexited the country;and(ii)the risk of critical information infrastructure,co

204、re data,important data or a large amount of personalinformation being affected,controlled,or maliciously used by foreign governments after listing abroad.The CyberspaceAdministration of China has said that under the proposed rules companies holding data on more than 1,000,000 users must nowapply for

205、 cybersecurity approval when seeking listings in other nations because of the risk that such data and personal informationcould be“affected,controlled,and maliciously exploited by foreign governments.”The cybersecurity review will also review thepotential national security risks from overseas IPOs.O

206、n December 24,2021,the CSRC,together with other relevant government authorities in China,released theAdministrative Provisions of the State Council Regarding the Overseas Issuance and Listing of Securities by Domestic Enterprises(Draft for Comments)(the“Draft Administrative Provisions”)and the Measu

207、res for the Overseas Issuance of Securities andListing Record-Filings by Domestic Enterprises(Draft for Comments)(the“Draft Filing Measures,”collectively with the DraftAdministrative Provisions,the“Draft Rules Regarding Overseas Listing”),which had a comment period that expired onJanuary 23,2022.The

208、 Draft Rules Regarding Overseas Listing provide the filing regulation arrangements for both direct andindirect overseas listing,and clarify the determination criteria for indirect overseas listing in overseas markets.Among otherthings,if a domestic enterprise intends to indirectly offer and list sec

209、urities in an overseas market,the record-filing obligation iswith a major operating entity incorporated in the PRC and such filing obligation shall be completed within three working daysafter the overseas listing application is submitted.The required filing materials for an initial public offering a

210、nd listing shallinclude but not limited to:regulatory opinions,record-filing,approval and other documents issued by competent regulatoryauthorities of relevant industries(if applicable);and security assessment opinion issued by relevant regulatory authorities(ifapplicable).The Draft Rules Regarding

211、Overseas Listing,if enacted,may subject us to additional compliance requirements in thefuture,and we cannot assure you that we will be able to get the clearance on filing procedures under the Draft Rules RegardingOverseas Listing on a timely basis,or at all.Any failure of us to fully comply with new

212、 regulatory requirements may significantlylimit or completely hinder our ability to offer or continue to offer our ordinary shares,cause significant disruption to our businessoperations,and severely damage our reputation,which would materially and adversely affect our financial condition and results

213、 ofoperations and cause our ordinary shares to significantly decline in value or become worthless.As advised by our PRC counsel,AllBright Law Offices(Fuzhou),as of the date of this prospectus,no effective laws orregulations in the PRC explicitly require us to seek approval from the CSRC or any other

214、 PRC governmental authorities for ouroverseas listing plan,nor has our company or any of our subsidiaries received any inquiry,notice,warning or sanctions regardingour planned overseas listing from the CSRC or any other PRC governmental authorities.However,since these statements andregulatory action

215、s by the PRC government are newly published and official guidance and related implementation rules have notbeen issued,it is highly uncertain what the potential impact such modified or new laws and regulations will have on our dailybusiness operation,the ability to accept foreign investments and lis

216、t on a U.S.exchange.The SCNPC or other PRC regulatoryauthorities may in the future promulgate laws,regulations or implementing rules that may require our company,or any of oursubsidiaries to obtain regulatory approval from Chinese authorities before listing in the U.S.See“Risk Factors”beginning onpa

217、ge 16 for a discussion of these legal and operational risks and other information that should be considered before making adecision to purchase our ordinary shares.12 2022/12/13https:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htmhttps:/www.sec.gov/Archives/edgar/data/

218、1926299/0006771/tm2219463d1_f1.htm20/186 Implications of Being an Emerging Growth Company We had less than$1.07 billion in revenue during our last fiscal year.As a result,we qualify as an“emerging growthcompany”as defined in the Jumpstart Our Business Startups Act of 2012(the“JOBS Act”),a

219、nd we may take advantage ofreduced public reporting requirements.These provisions include,but are not limited to:being permitted to present only two years of audited financial statements and only two years of related ManagementsDiscussion and Analysis of Financial Condition and Results of Operations

220、 in our filings with the SEC;not being required to comply with the auditor attestation requirements in the assessment of our internal control overfinancial reporting;reduced disclosure obligations regarding executive compensation in periodic reports,proxy statements andregistration statements;and ex

221、emptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholderapproval of any golden parachute payments not previously approved.We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the dateo

222、f the first sale of our ordinary shares pursuant to this offering.However,if certain events occur before the end of such five-yearperiod,including if we become a“large accelerated filer,”if our annual gross revenues exceed$1.07 billion or if we issue morethan$1.0 billion of non-convertible debt in a

223、ny three-year period,we will cease to be an emerging growth company before the endof such five-year period.Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transitionperiod provided in Section 7(a)(2)(B)of the Securities Act for complying with n

224、ew or revised accounting standards.We haveelected to take advantage of this extended transition period and acknowledge such election is irrevocable pursuant to Section 107of the JOBS Act.Implications of Being a Foreign Private Issuer Upon consummation of this offering,we will report under the Exchan

225、ge Act,as a non-U.S.company with“foreignprivate issuer”status.Even after we no longer qualify as an emerging growth company,so long as we qualify as a foreign privateissuer under the Exchange Act,we will be exempt from certain provisions of the Exchange Act and the rules thereunder that areapplicabl

226、e to U.S.domestic public companies,including:the rules under the Exchange Act that require U.S.domestic public companies to issue financial statements preparedunder U.S.GAAP;the sections of the Exchange Act that regulate the solicitation of proxies,consents or authorizations in respect of anysecurit

227、ies registered under the Exchange Act;the sections of the Exchange Act that require insiders to file public reports of their share ownership and tradingactivities and that impose liability on insiders who profit from trades made in a short period of time;and the rules under the Exchange Act that req

228、uire the filing with the SEC of quarterly reports on Form 10-Q,containingunaudited financial and other specified information,and current reports on Form 8-K,upon the occurrence ofspecified significant events.We will file with the SEC,within four months after the end of each fiscal year(or such other

229、 reports required by theSEC),an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm.13 2022/12/13https:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1926299/00011

230、0465922076771/tm2219463d1_f1.htm21/186 We may take advantage of these exemptions until such time as we are no longer a foreign private issuer.We would ceaseto be a foreign private issuer at such time as more than 50%of our outstanding voting securities are held by U.S.residents and anyof the followi

231、ng three circumstances applies:(i)the majority of our executive officers or directors are U.S.citizens or residents,(ii)more than 50%of our assets are located in the United States or(iii)our business is administered principally in the UnitedStates.Both foreign private issuers and emerging growth com

232、panies are also exempt from certain of the more extensive SECexecutive compensation disclosure rules.Therefore,if we no longer qualify as an emerging growth company but remain a foreignprivate issuer,we will continue to be exempt from such rules and will continue to be permitted to follow our home c

233、ountry practiceas to the disclosure of such matters.Corporate Information Our principal executive offices are located at Xinya Building,Room 909,910,and 911,121 Dongjie Road,GulouDistrict,Fuzhou,Fujian Province,China 350001,and our telephone number is+86-.Our website is .Information conta

234、ined on,or available through,our website does not constitute part of,and is not deemed incorporated byreference into,this prospectus.Our registered office in the Cayman Islands is located at the offices of Tricor Services(CaymanIslands)Limited,Second Floor,Century Yard,Cricket Square,P.O.Box 902,Gra

235、nd Cayman,KY1-1103,Cayman Islands.Ouragent for service of process in the United States is Cogency Global Inc.,which is located at 122 East 42nd Street,18th Floor,NewYork,NY 10168.14 2022/12/13https:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htmhttps:/www.sec.gov/Archi

236、ves/edgar/data/1926299/0006771/tm2219463d1_f1.htm22/186 The Offering Securities being offered:4,000,000 ordinary shares on a firm commitment basis.Initial offering price:We estimate the initial public offering price for the ordinaryshares will be in the range of$4.00 to$6.00 per ordinary

237、share.Number of ordinary shares outstanding before the offering:12,000,000 ordinary shares.Number of ordinary shares outstanding after the offering:16,000,000 ordinary shares,assuming no exercise of theunderwriters over-allotment option,and excluding the ordinaryshares underlying the Representatives

238、 Warrants.16,600,000 ordinary shares,assuming full exercise of theunderwriters over-allotment option and excluding the ordinaryshares underlying the Representatives Warrants.Use of proceeds:We intend to use the net proceeds of this offering for(i)purchasing spare equipment,(ii)further developing our

239、software system,(iii)purchasing properties for our offices andheadquarters,and(iv)working capital and other generalcorporate purposes.For more information on the use ofproceeds,see“Use of Proceeds”on page 51.Lock-up agreements All of our directors and officers and shareholders holding 5%ormore ordin

240、ary shares have agreed with the underwriters,subjectto certain exceptions,not to sell,transfer or dispose of,directlyor indirectly,any of our ordinary shares or securities convertibleinto or exercisable or exchangeable for our ordinary shares for aperiod of six months from the effective date of the

241、registrationstatement of which this prospectus forms a part.See“SharesEligible for Future Sale”and“Underwriting”for moreinformation.Proposed Nasdaq symbol:We have applied to have our ordinary shares listed on theNasdaq under the symbol“.”Transfer agent and registrar Transhare Corporation Risk factor

242、s:Investing in our ordinary shares involves significant risks.Therisks could result in a material change in the value of thesecurities we are registering for sale or could significantly limitor completely hinder our ability to offer or continue to offersecurities to investors.As an investor you shou

243、ld be able to beara complete loss of your investment.You should carefullyconsider the information set forth in the“Risk Factors”sectionbeginning on page 16.15 2022/12/13https:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1926299/

244、0006771/tm2219463d1_f1.htm23/186 RISK FACTORS An investment in our ordinary shares involves a high degree of risk.Before deciding whether to invest in our ordinary shares,youshould consider carefully the risks described below,together with all of the other information set forth in this pr

245、ospectus,includingthe section titled“Managements Discussion and Analysis of Financial Condition and Results of Operations”and ourconsolidated financial statements and related notes.If any of these risks actually occur,our business,financial condition,results ofoperations or cash flow could be materi

246、ally and adversely affected,which could cause the trading price of our ordinary shares todecline,resulting in a loss of all or part of your investment.The risks described below and discussed in other parts of thisprospectus are not the only ones that we face.Additional risks not presently known to u

247、s or that we currently deem immaterial mayalso affect our business.You should only consider investing in our ordinary shares if you can bear the risk of loss of your entireinvestment.Risks Related to Doing Business in China Changes in the political and economic policies of the PRC government or in r

248、elations between China and the United States orother governments may materially and adversely affect our business,financial condition and results of operations and mayresult in our inability to sustain our growth and expansion strategies.Substantially all of our operations are conducted in Fujian pr

249、ovince,PRC,and all of our revenue is generated from thePRC.Accordingly,our financial condition and results of operations are affected to a significant extent by economic,political andlegal developments in the PRC or changes in government relations between China and the United States or other governm

250、ents.There is significant uncertainty about the future relationship between the United States and China with respect to trade policies,treaties,government regulations and tariffs.The PRC economy differs from the economies of most developed countries in many respects,including the extent ofgovernment

251、 involvement,level of development,growth rate,control of foreign exchange and allocation of resources.Although thePRC government has implemented measures emphasizing the utilization of market forces for economic reform,the reduction ofstate ownership of productive assets,and the establishment of imp

252、roved corporate governance in business enterprises,a substantialportion of productive assets in China are still owned by the government.In addition,the PRC government continues to play asignificant role in regulating industry development by imposing industrial policies.The PRC government also exerci

253、ses significantcontrol over Chinas economic growth by allocating resources,controlling payment of foreign currency-denominated obligations,setting monetary policies,regulating financial services and institutions,and providing preferential treatment to particular industriesor companies.While the PRC

254、economy has experienced significant growth in the past four decades,growth has been uneven,bothgeographically and among various sectors of the economy.The PRC government has implemented various measures to encourageeconomic growth and guide the allocation of resources.Some of these measures may bene

255、fit the overall PRC economy,but mayalso have a negative effect on us.Our financial condition and results of operations could be materially and adversely affected bygovernment control over capital investments or changes in tax regulations that are applicable to us.In addition,the PRCgovernment has im

256、plemented certain measures,including interest rate increases,to control the pace of economic growth.Thesemeasures may cause decreased economic activities.In July 2021,the Chinese government provided new guidance on China-based companies raising capital outside of China,including through variable int

257、erest entity,or VIE,arrangements.In light of such developments,the SEC has imposed enhanceddisclosure requirements on China-based companies seeking to register securities with the SEC.As all of our operations are basedin China,any future Chinese,U.S.or other rules and regulations that place restrict

258、ions on capital raising or other activities byChina-based companies could adversely affect our business and results of operations.If the business environment in Chinadeteriorates from the perspective of domestic or international investment,or if relations between China and the United States orother

259、governments deteriorate,the Chinese government may intervene with our operations,and the market price of our ordinaryshares may also be adversely affected.16 2022/12/13https:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1926299/0

260、006771/tm2219463d1_f1.htm24/186 There are uncertainties regarding the interpretation and enforcement of PRC laws,rules and regulations.All of our operations are conducted in the PRC,and are governed by PRC laws,rules and regulations.Our PRCsubsidiaries are subject to laws,rules and regula

261、tions applicable to foreign investment in China.The PRC legal system is a civillaw system based on written statutes.Unlike the common law system,prior court decisions may be cited for reference but havelimited precedential value.In 1979,the PRC government began to promulgate a comprehensive system o

262、f laws,rules and regulations governingeconomic matters in general.The overall effect of legislation over the past four decades has significantly enhanced the protectionsafforded to various forms of foreign investment in China.However,China has not developed a fully integrated legal system,andrecentl

263、y enacted laws,rules and regulations may not sufficiently cover all aspects of economic activities in China or may besubject to significant degrees of interpretation by PRC regulatory agencies.In particular,because these laws,rules and regulationsare relatively new,and because of the limited number

264、of published decisions and the nonbinding nature of such decisions,andbecause the laws,rules and regulations often give the relevant regulator significant discretion in how to enforce them,theinterpretation and enforcement of these laws,rules and regulations involve uncertainties and can be inconsis

265、tent and unpredictable.In addition,the PRC legal system is based in part on government policies and internal rules,some of which are not published on atimely basis or at all,and which may have a retroactive effect.As a result,we may not be aware of our violation of these policiesand rules until afte

266、r the violation.Any administrative and court proceedings in China may be protracted,resulting in substantial costs and diversion ofresources and management attention.Since PRC administrative and court authorities have significant discretion in interpreting andimplementing statutory and contractual t

267、erms,it may be more difficult to evaluate the outcome of administrative and courtproceedings and the level of legal protection we enjoy than in more developed legal systems.These uncertainties may impede ourability to enforce the contracts we have entered into and could materially and adversely affe

268、ct our business,financial condition andresults of operations.Recently,the General Office of the Central Committee of the Communist Party of China and the General Office of theState Council jointly issued the Illegal Securities Opinions,which were made available to the public on July 6,2021.The Illeg

269、alSecurities Opinions emphasized the need to strengthen the administration over illegal securities activities,and the need tostrengthen the supervision over overseas listings by Chinese companies.Effective measures,such as promoting the construction ofrelevant regulatory systems,will be taken to add

270、ress with the risks and incidents of China-concept overseas listed companies,andcybersecurity and data privacy protection requirements and similar matters.The Illegal Securities Opinions remain unclear on howthe law will be interpreted,amended and implemented by the relevant PRC governmental authori

271、ties,but the Illegal SecuritiesOpinions and any related implementing rules to be enacted may subject us to compliance requirements in the future.On July 10,2021,the Cyberspace Administration of China issued a revised draft of the Measures for CybersecurityReview for public comments,which required th

272、at,among others,in addition to“operator of critical information infrastructure,”any“data processor”controlling personal information of no less than one million users which seeks to list in a foreign stockexchange should also be subject to cybersecurity review,and further elaborated the factors to be

273、 considered when assessing thenational security risks of the relevant activities.On November 14,2021,the Cyberspace Administration of China released the Regulations on Network Data Security(draft for public comments)and accepted public comments until December 13,2021.The draft Regulations on Network

274、 DataSecurity provide that data processors refer to individuals or organizations that autonomously determine the purpose and the mannerof processing data.If a data processor that processes personal data of more than one million users intends to list overseas,it shallapply for a cybersecurity review.

275、In addition,data processors that process important data or are listed overseas shall carry out anannual data security assessment on their own or by engaging a data security services institution,and the data security assessmentreport for the prior year should be submitted to the local cyberspace affa

276、irs administration department before January 31 of eachyear.On December 28,2021,the Measures for Cybersecurity Review(2021 version)was promulgated and took effect onFebruary 15,2022,which iterates that any“online platform operators”controlling personal information of more than one millionusers which

277、 seeks to list in a foreign stock exchange should also be subject to cybersecurity review.As advised by our PRCcounsel,AllBright Law Offices(Fuzhou),we are not the“operator of critical information infrastructure”or“data processor”asmentioned above.17 2022/12/13https:/www.sec.gov/Archives/edgar/data/

278、1926299/0006771/tm2219463d1_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htm25/186 The Company,through our WFOE and its operating subsidiary,Fuzhou Yukai,is an outsourced medical equipmentmaintenance service provider,and neither the Company nor it

279、s subsidiaries engage in data activities as defined under the PersonalInformation Protection Law of the Peoples Republic of China(the“Personal Information Protection Law”),which includes,without limitation,collection,storage,use,processing,transmission,provision,publication and deletion of data.In a

280、ddition,neither the Company nor its subsidiaries are operators of any“critical information infrastructure”as defined under the PRCCybersecurity Law and the Security Protection Measures on Critical Information Infrastructure.However,the Measures forCybersecurity Review(2021 version)was recently adopt

281、ed and the Network Internet Data Protection Draft Regulations(draft forcomments)is in the process of being formulated and the Illegal Securities Opinions remain unclear on how such measures will beinterpreted,amended and implemented by the relevant PRC governmental authorities.There remain uncertain

282、ties as to when the final measures will be issued and take effect,how they will be enacted,interpreted or implemented,and whether they will affect us.If we inadvertently conclude that the Measures for CybersecurityReview(2021 version)do not apply to us,or applicable laws,regulations,or interpretatio

283、ns change and it is determined in thefuture that the Measures for Cybersecurity Review(2021 version)become applicable to us,we may be subject to review whenconducting data processing activities,and may face challenges in addressing its requirements and make necessary changes to ourinternal policies

284、and practices.We may incur substantial costs in complying with the Measures for Cybersecurity Review(2021version),which could result in material adverse changes in our business operations and financial position.If we are not able tofully comply with the Measures for Cybersecurity Review(2021 version

285、),our ability to offer or continue to offer securities toinvestors may be significantly limited or completely hindered,and our securities may significantly decline in value or becomeworthless.On December 24,2021,the CSRC released the Administrative Provisions of the State Council Regarding the Overs

286、easIssuance and Listing of Securities by Domestic Enterprises(Draft for Comments)and the Measures for the Overseas Issuance ofSecurities and Listing Record-Filings by Domestic Enterprises(Draft for Comments),both of which had a comment period thatexpired on January 23,2022,and if enacted,may subject

287、 us to additional compliance requirement in the future.See“Risk Factors Risks Related to Doing Business in China The CSRC has released for public consultation the draft rules for China-basedcompanies seeking to conduct initial public offerings in foreign markets.While such rules have not yet gone in

288、to effect,the Chinesegovernment may exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers,which could significantly limit or completely hinder our ability to offer or continue to offer our ordinary shares toinvestors and could cause

289、 the value of our ordinary shares to significantly decline or become worthless.”Thus,it is still uncertain how PRC governmental authorities will regulate overseas listing in general and whether we arerequired to obtain any specific regulatory approvals.Furthermore,if the CSRC or other regulatory age

290、ncies later promulgate newrules or explanations requiring that we obtain their approvals for this offering and any follow-on offering,we may be unable toobtain such approvals which could significantly limit or completely hinder our ability to offer or continue to offer securities to ourinvestors.Fur

291、thermore,the PRC government authorities may strengthen oversight and control over offerings that are conductedoverseas and/or foreign investment in China-based issuers like us.Such actions taken by the PRC government authorities mayintervene or influence our operations at any time,which are beyond o

292、ur control.Therefore,any such action may adversely affectour operations and significantly limit or hinder our ability to offer or continue to offer securities to you and reduce the value ofsuch securities.18 2022/12/13https:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.h

293、tmhttps:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htm26/186 Uncertainties regarding the enforcement of laws and the fact that rules and regulations in China can change quickly withlittle advance notice,along with the risk that the Chinese government may intervene or

294、influence our operations at any time,ormay exert more control over offerings conducted overseas and/or foreign investment in China-based issuers could result in amaterial change in our operations,financial performance and/or the value of our ordinary shares or impair our ability to raisemoney.The PR

295、C government exerts substantial influence over the manner in which we conduct our business activities.The PRCgovernment may also intervene or influence our operations and this offering at any time,which could result in a materialchange in our operations and our ordinary shares could decline in value

296、 or become worthless.We are currently not required to obtain approval from Chinese authorities to list on U.S.exchanges,however,if ourholding company or any of our PRC subsidiaries are required to obtain approval in the future and are denied permission fromChinese authorities to list on U.S.exchange

297、s,we will not be able to continue listing on U.S.exchanges,or continue to offersecurities to investors,and it may materially affect the interest of the investors and cause significantly depreciation of our price ofordinary shares.The Chinese government has exercised and continues to exercise substan

298、tial control over virtually every sector of theChinese economy through regulation and state ownership.Our ability to operate in China may be harmed by changes in its lawsand regulations,including those relating to taxation,environmental regulations,land use rights,property and other matters.Thecentr

299、al or local governments of these jurisdictions may impose new,stricter regulations or interpretations of existing regulationsthat would require additional expenditures and efforts on our part to ensure our compliance with such regulations orinterpretations.Accordingly,government actions in the futur

300、e,including any decision not to continue to support recent economicreforms and to return to a more centrally planned economy or regional or local variations in the implementation of economicpolicies,could have a significant effect on economic conditions in China or particular regions thereof,and cou

301、ld require us todivest ourselves of any interest we then hold in our operations in China.For example,the Chinese cybersecurity regulator announced on July 2,2021,that it had begun an investigation of DidiGlobal Inc.(NYSE:DIDI)and two days later ordered that the companys app be removed from smartphon

302、e app stores.Similarly,our business segments may be subject to various government and regulatory interference in the regions in which we operate.Wecould be subject to regulation by various political and regulatory entities,including various local and municipal agencies andgovernment sub-divisions.We

303、 may incur increased costs to comply with existing and newly adopted laws and regulations orpenalties for any failure to comply.Furthermore,it is uncertain when and whether we will be required to obtain permission from the PRC government to liston U.S.exchanges in the future,and even when such permi

304、ssion is obtained,whether it will be denied or rescinded.Although webelieve we are currently not required to obtain permission from any of the PRC national or local government regulatory entities toobtain such permission and have not received any denial to list on the U.S.exchange,our operations cou

305、ld be adversely affected,directly or indirectly,by existing or future laws and regulations relating to our business or industry.Recent statements by theChinese government indicate an intent,and the PRC government may take actions,to exert more oversight and control overofferings that are conducted o

306、verseas and/or foreign investment in China-based issuers,could,if implemented,significantly limitor completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities tosignificantly decline or become worthless.The CSRC has released for public c

307、onsultation the draft rules for China-based companies seeking to conduct initial publicofferings in foreign markets.While such rules have not yet gone into effect,the Chinese government may exert more oversightand control over offerings that are conducted overseas and foreign investment in China-bas

308、ed issuers,which couldsignificantly limit or completely hinder our ability to offer or continue to offer our ordinary shares to investors and could causethe value of our ordinary shares to significantly decline or become worthless.19 2022/12/13https:/www.sec.gov/Archives/edgar/data/1926299/000110465

309、922076771/tm2219463d1_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htm27/186 On December 24,2021,the CSRC released the Draft Rules Regarding Overseas Listing,which had a comment periodthat expired on January 23,2022.The Draft Rules Regarding Overseas Listing

310、 provide the filing regulation arrangement for bothdirect and indirect overseas listing,and clarify the determination criteria for indirect overseas listing in overseas markets.The Draft Rules Regarding Overseas Listing stipulate that the Chinese-based companies,or the issuer,shall fulfill thefiling

311、 procedures within three working days after the issuer makes an application for initial public offering and listing in anoverseas market.The required filing materials for an initial public offering and listing should include at least the following:record-filing report and related undertakings;regula

312、tory opinions,record-filing,approval and other documents issued by competentregulatory authorities of relevant industries(if applicable);and security assessment opinion issued by relevant regulatoryauthorities(if applicable);PRC legal opinion;and prospectus.In addition,an overseas offering and listi

313、ng is prohibited under any of the following circumstances:(1)if the intendedsecurities offering and listing is specifically prohibited by national laws and regulations and relevant provisions;(2)if the intendedsecurities offering and listing may constitute a threat to or endangers national security

314、as reviewed and determined by competentauthorities under the State Council in accordance with law;(3)if there are material ownership disputes over the equity,majorassets,and core technology,etc.of the issuer;(4)if,in the past three years,the domestic enterprise or its controlling shareholdersor actu

315、al controllers have committed corruption,bribery,embezzlement,misappropriation of property,or other criminal offensesdisruptive to the order of the socialist market economy,or are currently under judicial investigation for suspicion of criminaloffenses,or are under investigation for suspicion of maj

316、or violations;(5)if,in past three years,directors,supervisors,or seniorexecutives have been subject to administrative punishments for severe violations,or are currently under judicial investigation forsuspicion of criminal offenses,or are under investigation for suspicion of major violations;(6)othe

317、r circumstances as prescribedby the State Council.The Draft Administration Provisions defines the legal liabilities of breaches such as failure in fulfilling filingobligations or fraudulent filing conducts,imposing a fine between RMB 1 million and RMB 10 million,and in cases of severeviolations,a pa

318、rallel order to suspend business operations for rectification,revoke relevant business permits or operational license.The Draft Rules Regarding Overseas Listing,if enacted,may subject us to additional compliance requirements in thefuture,and we cannot assure you that we will be able to get the clear

319、ance of filing procedures under the Draft Rules RegardingOverseas Listing on a timely basis,or at all.Any failure of us to fully comply with new regulatory requirements may significantlylimit or completely hinder our ability to offer or continue to offer our ordinary shares,cause significant disrupt

320、ion to our businessoperations,and severely damage our reputation,which would materially and adversely affect our financial condition and results ofoperations and cause our ordinary shares to significantly decline in value or become worthless.You may experience difficulties in effecting service of le

321、gal process,enforcing foreign judgments or bringing actions in Chinaagainst us or our management named in the prospectus based on foreign laws.We are an exempted company incorporated under the laws of the Cayman Islands,we conduct substantially all of ouroperations in China,and substantially all of

322、our assets are located in China.In addition,the majority of our senior executiveofficers reside within China and are PRC nationals.As a result,it may be difficult for our shareholders to effect service of processupon us or those persons inside China.In addition,China does not have treaties providing

323、 for the reciprocal recognition andenforcement of judgments of courts with the Cayman Islands and many other countries and regions.Therefore,recognition andenforcement in China of judgments of a court in any of these non-PRC jurisdictions in relation to any matter not subject to abinding arbitration

324、 provision may be difficult or impossible.20 2022/12/13https:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1926299/0006771/tm2219463d1_f1.htm28/186 Shareholder claims that are common in the United States,including secu

325、rities law class actions and fraud claims,generally are difficult to pursue as a matter of law or practicality in China.For example,in China,there are significant legal andother obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise with res

326、pectto foreign entities.Although the local authorities in China may establish a regulatory cooperation mechanism with the securitiesregulatory authorities of another country or region to implement cross-border supervision and administration,such regulatorycooperation with the securities regulatory a

327、uthorities in the Unities States have not been efficient in the absence of mutual andpractical cooperation mechanism.According to Article 177 of the PRC Securities Law which took effect in March 2020,nooverseas securities regulator is allowed to directly conduct investigation or evidence collection

328、activities within the territory of thePRC.Accordingly,without the consent of competent PRC securities regulators and relevant authorities,no organization orindividual may provide the documents and materials relating to securities business activities to overseas parties.See also“RiskFactors Risks Rel

329、ating to Our Ordinary Shares and this Offering You may face difficulties in protecting your interests,andyour ability to protect your rights through U.S.courts may be limited,because we are incorporated under Cayman Islands law”forrisks associated with investing in us as a Cayman Islands company.Any

330、 requirement to obtain prior approval under the M&A Rules and/or any other regulations promulgated by relevant PRCregulatory agencies in the future could delay this offering and failure to obtain any such approvals,if required,could have amaterial adverse effect on our business,operating results and

331、 reputation as well as the trading price of our ordinary shares,and could also create uncertainties for this offering and affect our ability to offer or continue to offer securities to investorsoutside China.On August 8,2006,six PRC regulatory agencies,including the Ministry of Commerce(the“MOFCOM”)

332、,the State-Owned Assets Supervision and Administration Commission(the“SASAC”),the State Administration of Taxation(the“SAT”),theState Administration of Industry and Commerce(the“SAIC”),the CSRC,and the State Administration of Foreign Exchange(the“SAFE”),jointly adopted the M&A Rules,which came into

333、effect on September 8,2006 and were amended on June 22,2009.TheM&A Rules include,among other things,provisions that purport to require that an offshore special purpose vehicle formed for thepurpose of an overseas listing of securities in a PRC company obtain the approval of the CSRC prior to the listing and trading ofsuch special purpose vehicles securities on an overseas stock exchange.On Septemb