1、2023/2/9https:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htm1/72F-1 1 f1.htm As filed with the Securities and Exchange Commission on December 19,2022.UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,

2、D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 GLOBAL EARNINGS CAPITAL LTD.(Exact name of Registrant as specified in its charter)United Kingdom 6199 Not Applicable(State or other jurisdiction of(Primary Standard Industrial(I.R.S.Employerincorporation or organization)Classifi

3、cation Code Number)Identification Number)Jinzhonghuan International Business Building,No.3037 Jintian Road,Fuan Community,Futian Street,Futian District,Shenzhen,China(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)(Name,address,includin

4、g zip code,and telephone number,including area code,of agent for service)Copies to:Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of thisRegistration Statement.If any of the securities being registered on this Form are to be offered on

5、 a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933,check the following box.oIf this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please checkthe following box and list the Securities Act registration

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

7、on statement for the same offering.oIf this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.oIndicate by che

8、ck mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of1933.Emerging growth company xIf an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if theregistrant has elected not to use th

9、e extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 7(a)(2)(B)of the Securities Act.xThe Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date untilthe Regis

10、trant shall file a further amendment which specifically states that this registration statement shall thereafter becomeeffective in accordance with Section 8(a)of the Securities Act,as amended,or until the registration statement shall becomeeffective on such date as the Securities and Exchange Commi

11、ssion,acting pursuant to said Section 8(a)may determine.2023/2/9https:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htm2/72 1 2023/2/9https:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htmhttps

12、:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htm3/72 PRELIMINARY PROSPECTUSORDINARY SHARES.We are offering ordinary shares.This is the initial public offering of ordinary shares of GLOBAL EARNINGS CAPITAL LTD.The offering price of our ordinary shares in this offering is expected t

13、o be$5.00 per share.Prior to this offering,there has been nopublic market for our ordinary shares.We have applied to list our ordinary shares on the Nasdaq Capital Market under the symbol“ZYRX”.There is no assurance thatsuch application will be approved,and if our application is not approved,this of

14、fering may not be completed.Investing in our ordinary shares involves a high degree of risk.Before buying any shares,you should carefully read thediscussion of material risks of investing in our ordinary shares in“Risk Factors”.We are an“emerging growth company”as defined under the federal securitie

15、s laws and,as such,will be subject to reduced publiccompany reporting requirements.See“Prospectus SummaryImplications of Being an Emerging Growth Company”foradditional information.Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurit

16、ies or passed upon the accuracy or adequacy of this prospectus.Any representation to the contrary is a criminaloffense.We are not a Chinese operating company,but rather a holding company incorporated in the United Kingdoms.As a holdingcompany with no material operations of our own,we conduct a subst

17、antial majority of our operations through our operatingentities established in the Peoples Republic of China(or the“PRC”).The Ordinary Shares offered in this prospectus are shares ofthe United Kingdoms holding company.Holders of our Class A Ordinary Shares do not directly own any equity interests in

18、 ourChinese operating subsidiaries,but will instead own shares of a United Kingdoms holding company.The Chinese regulatoryauthorities could disallow our corporate structure,which would likely result in a material change in our operations and/or amaterial change in the value of our Ordinary Shares,in

19、cluding that it could cause the value of our Ordinary Shares to significantlydecline or become worthless.Unless otherwise stated,as used in this prospectus and in the context of describing our operationsand consolidated financial information,“we,”“us,”“Company,”or“our,”refers to GLOBAL EARNINGS CAPI

20、TAL LTD,aUnited Kingdom holding company.For a description of our corporate structure,see“Corporate History and Structure.”See also“Risk Factors Risks Relating to Our Corporate Structure.”2 2023/2/9https:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htmhttps:/www.sec.gov/Archives/edg

21、ar/data/1957401/0000005/f1.htm4/72 We face various legal and operational risks and uncertainties relating to our operations in China.These risks,together withuncertainties in Chinas legal system and the interpretation and enforcement of Chinese laws,regulations,and policies,couldhinder ou

22、r ability to offer or continue to offer our securities,result in a material adverse effect on our business operations,anddamage our reputation,which could cause our shares to significantly decline in value or become worthless.The Chinesegovernment may intervene or influence the operations of our PRC

23、 subsidiaries at any time and may exert more control overofferings conducted overseas and/or foreign investment in China-based issuers,which could result in a material change in theoperations of our PRC subsidiaries and/or the value of our common stock.Any actions by the Chinese government to exert

24、moreoversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers couldsignificantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of suchsecurities to significantly decline or be w

25、orthless.Recently,the PRC government adopted a series of laws,regulatory measures andissued statements to regulate business operations in China,including cracking down on illegal activities in the securities market,adopting new measures to extend the scope of cybersecurity reviews,and expanding the

26、efforts in anti-monopoly enforcement.TheCyberspace Administration of China(“CAC”)has opened cybersecurity probes into several U.S.-listed technology companiesfocusing on anti-monopoly regulation,and how companies collect,store,process and transfer data,among other things.If we aresubject to such a p

27、robe or are required to comply with the stringent requirements of the new regulations,our ability to conduct ourbusiness or list on a U.S.stock exchange may be restricted.As of the date of this prospectus,we and our subsidiaries have not beeninvolved in any investigations on cybersecurity review ini

28、tiated by any Chinese regulatory authority,nor has any of them receivedany inquiry,notice or sanction.There are currently no relevant laws or regulations in China that prohibit companies whosesubsidiaries or entity interests are within China from listing on overseas stock exchanges.However,since the

29、se statements andregulatory actions are newly published,official guidance and related implementation rules have not been issued.It is highlyuncertain what the potential impact such modified or new policies and regulations will have on our daily business operation,theability to accept foreign investm

30、ents and our ability to continue trading on a U.S.securities marketplace or stock exchange.PER SHARE TOTAL Initial public offering price$Underwriting discounts and commissions(1)$Proceeds,before expenses,to us$(1)Does not include accountable and non-accountable expense allowance payable to underwrit

31、ers.Please see the section of thisprospectus entitled“Underwriting”for additional information regarding underwriter compensation.We expect our total cash expenses for this offering(including cash expenses payable to our underwriters for their out-of-pocketexpenses)to be approximately$,exclusive of t

32、he above commissions.In addition,we will pay additional items of value inconnection with this offering that are viewed by the Financial Industry Regulatory Authority,or FINRA,as underwritingcompensation.These payments will further reduce proceeds available to us before expenses.See“Underwriting.”Nei

33、ther we nor any of the underwriters have authorized anyone to provide any information or to make any representations otherthan those contained in this prospectus or in any free writing prospectuses we have prepared.Neither we nor any of theunderwriters take responsibility for,and can provide no assu

34、rance as to the reliability of,any other information that others maygive you.This prospectus is an offer to sell only the shares offered hereby,but only under circumstances and in jurisdictions whereit is lawful to do so.The information contained in this prospectus is current only as of its date,reg

35、ardless of the time of delivery ofthis prospectus or of any sale of our common stock.For investors outside the United States:Neither we nor any of the underwriters have done anything that would permit this offeringor possession or distribution of this prospectus in any jurisdiction where action for

36、that purpose is required,other than in theUnited States.Persons outside the United States who come into possession of this prospectus must inform themselves about,andobserve any restrictions relating to,the offering of the shares of our common stock and the distribution of this prospectus outsidethe

37、 United States.Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approvedor disapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is acriminal offense.3 2023/2/9ht

38、tps:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htm5/72 TABLE OF CONTENTS PagePROSPECTUS SUMMARY5OFFERINGS13RISK FACTORS14SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS41USE OF PROCEEDS43DIVIDEND POLICY44BU

39、SINESS45REGULATIONS48MANAGEMENT56PRINCIPAL SHAREHOLDERS61DESCRIPTION OF SHARE CAPITAL62SHARES ELIGIBLE FOR FUTURE SALE65TAXATION66UNDERWRITING68LEGAL MATTERS70WHERE YOU CAN FIND ADDITIONAL INFORMATION70INFORMATION NOT REQUIRED IN A PROSPECTUS71 4 2023/2/9https:/www.sec.gov/Archives/edgar/data/195740

40、1/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htm6/72 PROSPECTUS SUMMARY The following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed information andfinancial statements appearing elsewhere in this pr

41、ospectus.In addition to this summary,we urge you to read the entire prospectuscarefully,especially the risks of investing in our Ordinary Shares discussed under“Risk Factors”before deciding whether to buyour Ordinary Shares.Overview of Our Company GLOBAL EARNINGS CAPITAL LTD.is registerd in United K

42、ingdom,with the purpose of backing companies with visionarytechnology,inventors,and technology entrepreneurs.In order for our actions to have the greatest impact on the company,we start each part of the journey to build a great companyearly with our partners,in line with our business plan.Often as c

43、o-founders,we not only bring in capital,but also assist in thedevelopment of initial commercialization plans,IP strategies,business objectives and financing.We refer to these companies asPartner Firms,and we often also plan,manage and/or facilitate initial public offerings(IPOs)or public listings of

44、 PartnerCompanies.We believe we have created a format for growing great businesses at scale by funding early-stage technology companies through acomprehensive set of financial tools.Our business model 1.Screen some high-quality companies,which often have high-tech products and patented technologies,

45、but lack marketdevelopment capabilities;or some high-tech companies that have key core technologies but have not been applied to the market ina short period of time Industries,such as biopharmaceuticals,blockchain,artificial intelligence and other outstanding companies.2.Entrepreneur education,guidi

46、ng enterprises to understand the capital market and understand the significance and role of thecapital market for enterprises.3.We invest in these companies through our equity funds,usually around US$5 million to US$10 million,to establish businessand operating foundations and provide key developmen

47、t funds for enterprises.At the same time,we will also provide big data andprofessional data marketing services for our cooperative enterprises to assist them in their business development.4.The companies we cultivated are listed on NYSE,NASDAQ in the United States or HKEX in Hong Kong through IPO,so

48、 thatthe company can obtain funds for further development and research and development through public offerings,making it a greatcompany.GLOBAL EARNINGS builds value on the right foundation by providing strategic management,operational guidance andinnovative financing to partner companies.GLOBAL EAR

49、NINGS personnel provide guidance and assistance to partnercompanies in the areas of management,strategy,finance,marketing,messaging,executive recruitment and other areas.Our Principles Our investment and operational principles play a substantive role throughout our organization.They are at the heart

50、 of ourdecision-making,determine our priorities,support our vision,and shape our culture.5 2023/2/9https:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htm7/72 Our Services Corporate finance consulting Advise cli

51、ents on multitrack approaches to capital raising strategies;Liaise with investors for capital raising;Assist companies with all forms of financing IPO consulting Evaluate and assess clients businesses and perform IPO readiness diagnostic,including health checks on the companysmanagement,financial an

52、d legal structure;Assemble external professionals for the IPO process and assist in building a quality management team,robust financial andcorporate governance;Assist in fine-tuning business plans,articulate compelling equity stories and advise on strategic options to maximize clientsbusiness values

53、;Manage due diligence investigations and peer industry analysis;Prepare investment presentations materials for professional teams as well as investors;Liaise with investors for pre-IPO capital raising;Design marketing strategy and promote the companys business;Assist with cross-border listing in cou

54、ntries including but not limited to,Hong Kong,China and the United States.Our IPO consulting exchange SSE(Shanghai Stock Exchange)SSZE(Shenzhen Stock Exchange)BSE(Beijing Stock Exchange)NEEQ（National Equities Exchange and Quotations）HKEX(Hong Kong Exchanges)NASDAQ NYSE 6 2023/2/9https:/www.sec.gov/A

55、rchives/edgar/data/1957401/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htm8/72 Our Strategy Our growth strategy depends in large part on our ability to effectively market our services.We are focused on two primarymarketing strategies,including offlin

56、e marketing and online marketing.Risk Factors Summary Risks Related to Our Business We have grown rapidly in recent years and have limited experience operating at our current scale of operations.If we are unable tomanage our growth effectively,our brand,company culture and financial results may suff

57、er.We have limited sources of working capital and will need substantial additional financing.We are dependent on certain key personnel and loss of these key personnel could have a material adverse effect on our business,financial condition and results of operations.Our success depends on our ability

58、 to protect our intellectual property.The global coronavirus COVID-19 pandemic has caused significant disruptions in our business,which may continue to materiallyand adversely affect our results of operations and financial condition.A severe or prolonged downturn in the global or Chinese economy cou

59、ld materially and adversely affect our business and ourfinancial condition.Risks Related to Doing Business in China The Chinese government exerts substantial influence over the manner in which we must conduct our business activities.We arecurrently not required to obtain approval from Chinese author

60、ities to list on U.S exchanges,however,if our subsidiaries or theholding company were required to obtain approval in the future and were denied permission from Chinese authorities to list onU.S.exchanges,we will not be able to continue listing on U.S.exchange,which would materially affect the intere

61、st of theinvestors.Changes in Chinas economic,political or social conditions or government policies could have a material adverse effect on ourbusiness and results of operations.The PRC government may impose restrictions on our ability to transfer cash out of China and to U.S.investors.To the extent

62、 cash or assets of our business,or of our PRC or Hong Kong subsidiaries,is in the PRC or Hong Kong,such cash orassets may not be available to fund operations or for other use outside of the PRC or Hong Kong,due to interventions in or theimposition of restrictions and limitations by the PRC governmen

63、t to the transfer of cash or assets.PRC laws and regulations governing our current business operations are sometimes vague and uncertain and any changes in suchlaws and regulations may impair our ability to operate profitably.Substantial uncertainties exist with respect to the enactment timetable an

64、d final content of draft China Foreign Investment Law andhow it may impact the viability of our current corporate structure,corporate governance and business operations.There are uncertainties under the PRC laws relating to the procedures for U.S.regulators to investigate and collect evidence fromco

65、mpanies located in the PRC.7 2023/2/9https:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htm9/72 We rely on dividends,loans and other distributions on equity paid by our PRC subsidiaries to fund any cash and fin

66、ancingrequirements we may have.Any limitation on the ability of our PRC subsidiaries to make loans or payments to us could have amaterial adverse effect on our ability to conduct our business.PRC regulation of loans to,and direct investments in,PRC entities by offshore holding companies may delay or

67、 prevent us frommaking loans or additional capital contributions to our PRC operating subsidiaries and thereby prevent us from funding ourbusiness.PRC regulations relating to the establishment of offshore special purpose vehicles by PRC residents may subject our PRC-residentbeneficial owners or our

68、PRC subsidiaries to liability or penalties,limit our ability to make capital contributions into our PRCsubsidiaries,limit our PRC subsidiaries ability to distribute profits to us,or otherwise adversely affect our financial position.Governmental control of currency conversion may limit our ability to

69、 utilize our net revenues effectively and affect the value ofyour investment.We must remit the offering proceeds to PRC before they may be used to benefit our business in the PRC,and this process may takeseveral months.Some of our shareholders are not in compliance with the PRCs regulations relating

70、 to offshore investment activities by PRCresidents,and as a result,the shareholders may be subject to penalties if we are not able to remediate the non-compliance.Failure to make adequate contributions to various employee benefit plans required by PRC regulations may subject us to penalties.The M&A

71、Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies byforeign investors,making it more difficult for us to pursue growth through acquisitions in China.PRC regulations relating to offshore investment activities by PRC residents may limit our

72、 PRC subsidiaries ability to increasetheir registered capital or distribute profits to us or otherwise expose us or our PRC resident beneficial owners to liability andpenalties under PRC law.If we are classified as a PRC resident enterprise for PRC income tax purposes,such classification could resul

73、t in unfavorable taxconsequences to us and our non-PRC shareholders.We may not be able to obtain certain benefits under relevant tax treaties on dividends paid by our PRC subsidiaries to us throughour Hong Kong subsidiary.Enhanced scrutiny over acquisition transactions by the PRC tax authorities may

74、 have a negative impact on potential acquisitionswe may pursue in the future.If we become directly subject to the scrutiny,criticism and negative publicity involving U.S.-listed Chinese companies,we mayhave to expend significant resources to investigate and resolve the matter which could harm our bu

75、siness operations,share priceand reputation.Our Ordinary Shares may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspectauditors or their affiliates that are located in China.The delisting of our Ordinary Shares,or the threat of such delisting,maymaterial

76、ly and adversely affect the value of your investment.Additionally,the inability of the PCAOB to conduct inspectionsdeprives our investors of the benefits of such inspections.8 2023/2/9https:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/19574

77、01/0000005/f1.htm10/72 The recent joint statement by the SEC and PCAOB,proposed rule changes submitted 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 qualification

78、of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.Thesedevelopments could add uncertainties to our offering.Uncertainties in the interpretation and enforcement of Chinese laws and regulations could limit the legal protections available tous.We may be adversely affe

79、cted by the complexity,uncertainties and changes in PRC regulation of internet-related businesses andcompanies,and any lack of requisite approvals,licenses or permits applicable to our business may have a material adverse effecton our business and results of operations.Increases in labor costs in th

80、e PRC may adversely affect our business and our profitability.Risks Related to the Offering and Our Ordinary Shares The initial public offering price of our Ordinary Shares may not be indicative of the market price of our Ordinary Shares after thisoffering.In addition,an active,liquid and orderly tr

81、ading market for our Ordinary Shares may not develop or be maintained,andour share price may be volatile.There may not be an active,liquid trading market for our Ordinary Shares.Because we do not expect to pay dividends in the foreseeable future after this offering,you must rely on a price appreciat

82、ion of theOrdinary Shares for a return on your investment.A sale or perceived sale of a substantial number of our Ordinary Shares may cause the price of our Ordinary Shares to decline.There can be no assurance that we will not be a passive foreign investment company(“PFIC”)for United States federal

83、income taxpurposes for any taxable year,which could subject United States holders of our Ordinary Shares to significant adverse UnitedStates federal income tax consequences.For as long as we are an emerging growth company,we will not be required to comply with certain reporting requirements,includin

84、g those relating to accounting standards and disclosure about our executive compensation,that apply to other publiccompanies.If we fail to establish and maintain proper internal financial reporting controls,our ability to produce accurate financial statementsor comply with applicable regulations cou

85、ld be impaired.As a foreign private issuer,we are not subject to certain U.S.securities law disclosure requirements that apply to a domestic U.S.issuer,which may limit the information publicly available to our shareholders.As a foreign private issuer,we are permitted to adopt certain home country pr

86、actices in relation to corporate governance mattersthat differ significantly from the Nasdaq listing standards.These practices may afford less protection to shareholders than theywould enjoy if we complied fully with corporate governance listing standards.Certain judgments obtained against us by our

87、 shareholders may not be enforceable.9 2023/2/9https:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htm11/72 Nasdaq may apply additional and more stringent criteria for our initial and continued listing because w

88、e plan to have a small publicoffering and insiders will hold a large portion of the companys listed securities.If we cannot satisfy,or continue to satisfy,the initial listing requirements and other rules of Nasdaq Capital Market,although weexempt from certain corporate governance standards applicabl

89、e to US issuers as a Foreign Private Issuer,our securities may not belisted or may be delisted,which could negatively impact the price of our securities and your ability to sell them.The market price of our ordinary shares may be volatile or may decline regardless of our operating performance,and yo

90、u may notbe able to resell your shares at or above the public offering price.We have broad discretion in the use of the net proceeds from our public offering and may not use them effectively.We will incur additional costs as a result of becoming a public company,which could negatively impact our net

91、 income andliquidity.The obligation to disclose information publicly may put us at a disadvantage to competitors that are private companies.Implications of Being an Emerging Growth Company On September 9,2022,the SEC adopted inflation adjustments mandated by the Jumpstart Our Business Startups Act o

92、f 2012(the“JOBS Act”).As a result,an“emerging growth company”will lose its emerging growth company status on the last day of thefiscal year in which it has$1.235 billion or more in total.As a company with less than$1.235 billion in revenue during our lastfiscal year,we qualify as an“emerging growth

93、company”as defined in the JOBS Act.“An“emerging growth company”may takeadvantage of reduced reporting requirements that are otherwise applicable to larger public companies.In particular,as an emerginggrowth company,we:may present only two years of audited financial statements and only two years of r

94、elated Managements Discussion andAnalysis of Financial Condition and Results of Operations;are not required to provide a detailed narrative disclosure discussing our compensation principles,objectives and elements andanalyzing how those elements fit with our principles and objectives,which is common

95、ly referred to as“compensation discussionand analysis”;are not required to obtain an attestation and report from our auditors on our managements assessment of our internal controlover financial reporting pursuant to the Sarbanes-Oxley Act of 2002;are not required to obtain a non-binding advisory vot

96、e from our shareholders on executive compensation or golden parachutearrangements(commonly referred to as the“say-on-pay,”“say-on frequency”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO payratio d

97、isclosure;are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of theJOBS Act;and will not be required to conduct an evaluation of our internal control over financial reporting until our second annual report onForm 20-F following t

98、he effectiveness of our initial public offering.10 2023/2/9https:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htm12/72 We intend to take advantage of all of these reduced reporting requirements and exemptions,i

99、ncluding the longer phase-in periodsfor the adoption of new or revised financial accounting standards under 107 of the JOBS Act.Our election to use the phase-inperiods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerginggrowth compani

100、es that have opted out of the phase-in periods under 107 of the JOBS Act.Under the JOBS Act,we may take advantage of the above-described reduced reporting requirements and exemptions until we nolonger meet the definition of an emerging growth company.The JOBS Act provides that we would cease to be a

101、n“emerginggrowth company”at the end of the fiscal year in which the fifth anniversary of our initial sale of common equity pursuant to aregistration statement declared effective under the Securities Act of 1933,as amended(the“Securities Act”)occurred,if we havemore than$1.235 billion in annual reven

102、ue,have more than$700 million in market value of our Class A Ordinary Share held bynon-affiliates,or issue more than$1 billion in principal amount of non-convertible debt over a three-year period.Foreign Private Issuer Status We are a foreign private issuer within the meaning of the rules under the

103、Securities Exchange Act of 1934,as amended(the“Exchange Act”).As such,we are exempt from certain provisions applicable to United States domestic public companies.Forexample:we are not required to provide as many Exchange Act reports,or as frequently,as a domestic public company;for interim reporting

104、,we are permitted to comply solely with our home country requirements,which are less rigorous than therules that apply to domestic public companies;we are not required to provide the same level of disclosure on certain issues,such as executive compensation;we are exempt from provisions of Regulation

105、 FD aimed at preventing issuers from making selective disclosures of materialinformation;we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents,orauthorizations in respect of a security registered under the Exchange Act;and we are not requ

106、ired to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their shareownership and trading activities and establishing insider liability for profits realized from any“short-swing”trading transaction.Implications of Being a Controlled Company Controlled companies

107、 are exempt from the majority of independent director requirements.Controlled companies are subject to anexemption from Nasdaq standards requiring that the board of a listed company consist of a majority of independent directorswithin one year of the listing date.Public Companies that qualify as a“C

108、ontrolled Company”with securities listed on the Nasdaq Stock Market(Nasdaq),mustcomply with the exchanges continued listing standards to maintain their listings.Nasdaq has adopted qualitative listing standards.Companies that do not comply with these corporate governance requirements may lose their l

109、isting status.Under the Nasdaq rules,a“controlled company”is a company with more than 50%of its voting power held by a single person,entity or group.UnderNasdaq rules,a controlled company is exempt from certain corporate governance requirements including:the requirement that a majority of the board

110、of directors consist of independent directors;the requirement that a listed company have a nominating and governance committee that is composed entirely of independentdirectors with a written charter addressing the committees purpose and responsibilities;the requirement that a listed company have a

111、compensation committee that is composed entirely of independent directors with awritten charter addressing the committees purpose and responsibilities;and the requirement for an annual performance evaluation of the nominating and governance committee and compensationcommittee.11 2023/2/9https:/www.s

112、ec.gov/Archives/edgar/data/1957401/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htm13/72 Controlled companies must still comply with the exchanges other corporate governance standards.These include having an auditcommittee and the special meetings of

113、independent or non-management directors.Corporate Information Our principal executive offices are located at Jinzhonghuan International Business Building,No.3037 Jintian Road,FuanCommunity,Futian Street,Futian District,Shenzhen,China.Our telephone number at this address is+852 9167 1252.Ourregistere

114、d office in United Kingdom is located at the offices of SUITE 814 162 WARWICK WAY,LONDON,ENGLAND,SW1V4JE.OUR PRE-IPO Prior to the IPO,we will raise an additional USD 100,000,000 in Pre-IPO capital at a valuation of USD 400,000,000,which willresult in a total valuation of USD 500,000,000.The Pre-IPO

115、funds raised will be used to strengthen the companys anti-riskcapability and improve its international competitiveness.12 2023/2/9https:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htm14/72 OFFERINGS Below is a

116、 summary of the terms of the offering:IssuerGLOBAL EARNINGS CAPITAL LTD.Securities Being Offered Ordinary Shares,par value US$0.0001 per share Offering PriceWe expect that the initial public offering price will be US$5.00 per Ordinary Share.Ordinary Shares Outstanding Immediately Before This Offerin

117、g Ordinary Shares Ordinary Shares Outstanding Immediately After This Offering Ordinary Shares(or Ordinary Shares if the underwriters exercisetheir option to purchase additional Ordinary Shares in full).Voting RightsEach Ordinary Share is entitled to one vote.Use of Proceeds(i)General working capital

118、(ii)Brand promotion and marketing(iii)Specific industry-focused acquisition(iv)Expansion of new offices and servicing scope(v)Recruitment of talented personnel Proposed Nasdaq Trading Symbol andListingZYRX Lock-upOur directors,executive officers,and shareholder who own 5%or more of theoutstanding Or

119、dinary Shares intended agreed with the underwriters not to offerfor sale,issue,sell,contract to sell,pledge or otherwise dispose of any of ourOrdinary Shares or securities convertible into Ordinary Shares for a period of 6months commencing on the date of this prospectus.The Company is alsoprohibited

120、 from conducting offerings during this period and from re-pricing orchanging the terms of existing options and warrants.See“Underwriting”foradditional information.Transfer Agent Risk factorsSee“Risk Factors”for a discussion of risks you should carefully consider beforeinvesting in our Ordinary Share

121、s.13 2023/2/9https:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htm15/72 RISK FACTORS An investment in our Ordinary Shares involves a high degree of risk.Before deciding whether to invest in our Ordinary Shares

122、,you should consider carefully the risks described below,together with all of the other information set forth in this prospectus,including the section titled“Managements Discussion and Analysis of Financial Condition and Results of Operations”and ourconsolidated financial statements and related note

123、s.If any of these risks actually occurs,our business,financial condition,resultsof operations or cash flow could be materially and adversely affected,w hich could cause the trading price of our Ordinary Sharesto decline,resulting in a loss of all or part of your investment.The risks described below

124、and in the documents referenced aboveare not the only ones that we face.Additional risks not presently known to us or that we currently deem immaterial may also affectour business.You should only consider investing in our Ordinary Shares if you can bear the risk of loss of your entire investment.Ris

125、ks Related to Our Business We have grown rapidly in recent years and have limited experience operating at our current scale of operations.If we areunable to manage our growth effectively,our brand,company culture and financial results may suffer.We have grown rapidly in the past year and our recent

126、growth rates and financial results should not be considered indicators of ourfuture performance.In order to effectively manage and leverage our growth,we must continue to expand our sales and marketing,focus on innovative product and website development,and upgrade our management information systems

127、.Our continued growthhas in the past and may in the future strain our existing resources and we may experience ongoing operational difficulties inmanaging our operations in numerous jurisdictions,including difficulties in recruiting,training and managing a dispersed andgrowing employee base.Failure

128、to expand and maintain our company culture through growth may harm our future success,including our ability to retain and recruit personnel and to effectively focus on and pursue our corporate goals.The finance service industry is evolving rapidly and may not evolve as we expect.Even if our net sale

129、s continue to grow,our netsales growth rate may decline in the future due to a variety of factors,including macroeconomic factors,changes in supply andsupply chain,changes in consumer preferences,increased competition and the maturation of our business.Accordingly,you shouldnot rely on our net sales

130、 growth rates for any prior period as an indicator of our future performance.Our overall growth in net saleswill depend on many factors,including our ability to:1)price our products and services effectively so that we can attract new customers and expand our relationships with existingcustomers.2)ac

131、curately forecast our net sales and plan our operating expenses.3)compete successfully with other companies that are or may be entering our competitive market in the future and respond todevelopments in those competitors,such as pricing changes and the introduction of new products and services.4)Com

132、plying with existing and new laws and regulations that apply to our business.5)Successfully expanding into existing markets and entering new markets,including new geographic areas and categories.6)The successful introduction of new products and enhancements to our products and services and their fea

133、tures,including inresponse to new trends or competitive dynamics or customer needs or preferences.7)Successfully identifying and acquiring or investing in businesses,products or technologies that we believe will complement orexpand our business.8)Avoiding disruptions or interruptions in the distribu

134、tion of our products and services.9)Providing quality support to our customers that meets their needs.10)Hiring,integrating and retaining talented sales,customer service and other personnel.11)Effectively managing the growth of our business,personnel and operations.12)Effectively managing the costs

135、associated with our business and operations.13)Maintaining and enhancing our reputation and brand value.14 2023/2/9https:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htm16/72 Because of our limited history of o

136、perating our business at our current scale,it is difficult to assess our current operations andfuture prospects,including our ability to plan for and model future growth.Our limited operating experience at this scale,combined with the rapidly evolving nature of the markets in which we sell our produ

137、cts and services,the significant uncertaintyabout how these markets will develop and other economic factors beyond our control,reduces our ability to accurately forecastquarterly or annual revenues.Failure to effectively manage our future growth could adversely affect our business,financialcondition

138、 and results of operations.We have limited sources of working capital and will need substantial additional financing.The working capital required to implement our business strategy will most likely be provided by funds obtained through offeringsof our equity,debt,debt-linked securities,and/or equity

139、-linked securities,and revenues generated by us.No assurance can be giventhat we will have revenues sufficient to sustain our operations or that we would be able to obtain equity/debt financing in thecurrent economic environment.If we do not have sufficient working capital and are unable to generate

140、 sufficient revenues or raiseadditional funds,we may delay the completion of or significantly reduce the scope of our current business plan;delay some of ourdevelopment and clinical or marketing efforts;postpone the hiring of new personnel;or,under certain dire financial circumstances,substantially

141、curtail or cease our operations.We may need to engage in capital-raising transactions in the near future.Such financing transactions may well cause substantialdilution to our shareholders and could involve the issuance of securities with rights senior to the outstanding shares.Our ability tocomplete

142、 additional financings is dependent on,among other things,the state of the capital markets at the time of any proposedoffering,market reception of the Company and the likelihood of the success of its business model and offering terms.There is noassurance that we will be able to obtain any such addit

143、ional capital through asset sales,equity or debt financing,or anycombination thereof,on satisfactory terms or at all.Additionally,no assurance can be given that any such financing,if obtained,will be adequate to meet our capital needs and to support our operations.If we do not obtain adequate capita

144、l on a timely basis andon satisfactory terms,our revenues and operations and the value of our Ordinary Shares and Ordinary Share equivalents would bematerially negatively impacted and we may cease our operations.We are dependent on certain key personnel and loss of these key personnel could have a m

145、aterial adverse effect on ourbusiness,financial condition and results of operations.Our success is,to a certain extent,attributable to the management,sales and marketing,and research and development expertise ofkey personnel.We are dependent upon the services of Mr.Junbao Zhang,our Chairman of the B

146、oard,for the continued growth andoperation of our Company,due to his industry experience,technical expertise,as well as his personal and business contacts in thePRC.Additionally,Mr.Jian Zhang,performs key functions in the operation of our business.We may not be able to retain Mr.Junbao Zhang and Mr.

147、Jian Zhang for any given period of time.Although we have no reason to believe that Mr.Junbao Zhang andMr.Jian Zhang will discontinue their services with us,the interruption or loss of his services would adversely affect our ability toeffectively run our business and pursue our business strategy as w

148、ell as our results of operations.We do not carry key man lifeinsurance for any of our key personnel,nor do we foresee purchasing such insurance to protect against the loss of key personnel.Our success depends on our ability to protect our intellectual property.Our success depends on our ability to o

149、btain and maintain patent protection for products developed utilizing our technologies,inthe PRC and in other countries,and to enforce these patents.There is no assurance that any of our existing and future patents willbe held valid and enforceable against third-party infringement or that our produc

150、ts will not infringe any third-party patent orintellectual property.We own patents and have filed additional patent applications with the Patent Administration Department ofthe PRC;however,there is no assurance that our filed patent applications will be granted.Any patents relating to our technologi

151、es may not be sufficiently broad to protect our products.In addition,our patents may bechallenged,potentially invalidated or potentially circumvented.Our patents may not afford us protection against competitors withsimilar technology or permit the commercialization of our products without infringing

152、 third-party patents or other intellectualproperty rights.15 2023/2/9https:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htm17/72 We also rely on or intend to rely on our trademarks,trade names and brand names t

153、o distinguish our products from the products ofour competitors,and have registered or will apply to register a number of these trademarks.However,third parties may oppose ourtrademark applications or otherwise challenge our use of the trademarks.In the event that our trademarks are successfullychall

154、enged,we could be forced to rebrand our products,which could result in loss of brand recognition and could require us todevote resources to advertising and marketing these new brands.Further,our competitors may infringe our trademarks,or we maynot have adequate resources to enforce our trademarks.In

155、 addition,we also have trade secrets,non-patented proprietary expertise and continuing technological innovation that we shallseek to protect,in part,by entering into confidentiality agreements with licensees,suppliers,employees and consultants.Theseagreements may be breached and there may not be ade

156、quate remedies in the event of a breach.Disputes may arise concerning theownership of intellectual property or the applicability of confidentiality agreements.Moreover,our trade secrets and proprietarytechnology may otherwise become known or be independently developed by our competitors.If patents a

157、re not issued with respectto products arising from research,we may not be able to maintain the confidentiality of information relating to these products.The global coronavirus COVID-19 pandemic has caused significant disruptions in our business,which may continue tomaterially and adversely affect ou

158、r results of operations and financial condition.On March 11,2020,the World Health Organization declared the COVID-19 outbreak a global pandemic.Many businesses andsocial activities in China and other countries and regions were severely disrupted in 2020,including those of our suppliers,customers and

159、 employees.This pandemic has also caused market panics,which materially and negatively affected the globalfinancial markets,such as the plunge of global stocks on major stock exchanges in March 2020.Such disruption and slowdown ofthe worlds economy in 2020 and beyond had,and may continue to have,a m

160、aterial adverse effect on our results of operations andfinancial condition.All of these had resulted in a material adverse effect on our results of operations and financial condition in thefiscal year 2021.The extent to which the COVID-19 pandemic may impact our business,operations and financial res

161、ults willdepend on numerous evolving factors that the Company cannot accurately predict at this time,including the uncertainty on thepotential resurgence of the COVID-19 cases in China,the continual spread of the virus globally,and the instability of local andglobal government policies and restricti

162、ons.We are closely monitoring the development of the COVID-19 pandemic andcontinuously evaluating any further potential impact on our business,results of operations and financial condition.If the pandemicpersists or escalates,we may be subject to further negative impact on our business operations an

163、d financial condition.A severe or prolonged downturn in the global or Chinese economy could materially and adversely affect our business andour financial condition.Although the Chinese economy expanded well in the last two decades,the rapid growth of the Chinese economy has slowed downsince 2012,and

164、 there is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policiesadopted by the Peoples Bank of China and financial authorities of some of the worlds leading economies,including the UnitedStates and China.There have been concerns over unrest and terrorist

165、 threats in the Middle East,Europe and Africa,which haveresulted in volatility in oil and other markets.There have also been concerns on the relationship among China and other Asiancountries,which may result in or intensify potential conflicts in relation to territorial disputes.Economic conditions

166、in China aresensitive to global economic conditions,as well as changes in domestic economic and political policies and the expected orperceived overall economic growth rate in China.Any severe or prolonged slowdown in the global or Chinese economy maymaterially and adversely affect our business,resu

167、lts of operations and financial condition.16 2023/2/9https:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htm18/72 Risks Related to Doing Business in China The Chinese government exerts substantial influence over

168、 the manner in which we must conduct our businessactivities.We are currently not required to obtain approval from Chinese authorities to list on U.S exchanges,however,ifour subsidiaries or the holding company were required to obtain approval in the future and were denied permission fromChinese autho

169、rities to list on U.S.exchanges,we will not be able to continue listing on U.S.exchange,which wouldmaterially affect the interest of the investors.Because of our corporate structure as a United Kingdom holding company with operations conducted by our PRC subsidiaries,itinvolves unique risks to inves

170、tors.Furthermore,Chinese regulatory authorities could change the rules and regulations regardingforeign ownership in the industry in which the company operates,which would likely result in a material change in our operationsand/or a material change in the value of the securities we are registering f

171、or sale,including that it could cause the value of suchsecurities to significantly decline or become worthless.The Chinese government has exercised and continues to exercisesubstantial control over virtually every sector of the Chinese economy through regulation and state ownership.Under the current

172、government leadership,the government of the PRC has been pursuing reform policies which have adversely affected China-basedoperating companies whose securities are listed in the United States,with significant policies changes being made from time totime without notice.There are substantial uncertain

173、ties regarding the interpretation and application of PRC laws and regulations,including,but not limited to,the laws and regulations governing our business,or the enforcement and performance of ourcontractual arrangements with borrowers in the event of the imposition of statutory liens,death,bankrupt

174、cy or criminalproceedings.Our ability to operate in China may be harmed by changes in its laws and regulations,including those relating totaxation,environmental regulations,land use rights,property and other matters.The central or local governments of thesejurisdictions may impose new,stricter regul

175、ations or interpretations of existing regulations that would require additionalexpenditures and efforts on our part to ensure our compliance with such regulations or interpretations.Accordingly,governmentactions in the future,including any decision not to continue to support recent economic reforms

176、and to return to a more centrallyplanned economy or regional or local variations in the implementation of economic policies,could have a significant effect oneconomic conditions in China or particular regions thereof,and could require us to divest ourselves of any interest we then hold inChinese pro

177、perties.Given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that areconducted overseas and/or foreign investment in China-based issuers,any such action could significantly limit or completelyhinder our ability to offer or continue

178、 to offer securities to investors and cause the value of such securities to significantly declineor become worthless.Recently,the General Office of the Central Committee of the Communist Party of China and the General Office of the StateCouncil jointly issued the Opinions on Severely Cracking Down o

179、n Illegal Securities Activities According to Law,or theOpinions,which was made available to the public on July 6,2021.The Opinions emphasized the need to strengthen theadministration over illegal securities activities,and the need to strengthen the supervision over overseas listings by Chinesecompan

180、ies.Effective measures,such as promoting the construction of relevant regulatory systems,will be taken to deal with therisks and incidents of China-concept overseas listed companies.As of the date of this prospectus,we have not received anyinquiry,notice,warning,or sanctions from PRC government auth

181、orities in connection with the Opinions.On June 10,2021,the Standing Committee of the National Peoples Congress of China,or the SCNPC,promulgated the PRC DataSecurity Law,which took effect in September 2021.The PRC Data Security Law imposes data security and privacy obligations onentities and indivi

182、duals carrying out data activities,and introduces a data classification and hierarchical protection system based onthe importance of data in economic and social development,and the degree of harm it will cause to national security,publicinterests,or legitimate rights and interests of individuals or

183、organizations when such data is tampered with,destroyed,leaked,illegally acquired or used.The PRC Data Security Law also provides for a national security review procedure for data activitiesthat may affect national security and imposes export restrictions on certain data an information.In early July

184、 2021,regulatory authorities in China launched cybersecurity investigations with regard to several China-basedcompanies that are listed in the United States.The Chinese cybersecurity regulator announced on July 2 that it had begun aninvestigation of Didi Global Inc.(NYSE:DIDI)and two days later orde

185、red that the companys app be removed from smartphoneapp stores.On July 5,2021,the Chinese cybersecurity regulator launched the same investigation on two other Internet platforms,Chinas Full Truck Alliance of Full Truck Alliance Co.Ltd.(NYSE:YMM)and Boss of KANZHUN LIMITED(Nasdaq:BZ).OnJuly 24,2021,t

186、he General Office of the Communist Party of China Central Committee and the General Office of the State Counciljointly released the Guidelines for Further Easing the Burden of Excessive Homework and Off-campus Tutoring for Students at theStage of Compulsory Education,pursuant to which foreign invest

187、ment in such firms via mergers and acquisitions,franchisedevelopment,and variable interest entities are banned from this sector.17 2023/2/9https:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htm19/72 On August 1

188、7,2021,the State Council promulgated the Regulations on the Protection of the Security of Critical InformationInfrastructure,or the Regulations,which took effect on September 1,2021.The Regulations supplement and specify the provisionson the security of critical information infrastructure as stated

189、in the Cybersecurity Review Measures.The Regulations provide,among others,that protection department of certain industry or sector shall notify the operator of the critical informationinfrastructure in time after the identification of certain critical information infrastructure.On August 20,2021,the

190、 SCNPC promulgated the Personal Information Protection Law of the PRC,or the Personal InformationProtection Law,which took effect in November 2021.As the first systematic and comprehensive law specifically for the protectionof personal information in the PRC,the Personal Information Protection Law p

191、rovides,among others,that(i)an individualsconsent shall be obtained to use sensitive personal information,such as biometric characteristics and individual location tracking,(ii)personal information operators using sensitive personal information shall notify individuals of the necessity of such use a

192、ndimpact on the individuals rights,and(iii)where personal information operators reject an individuals request to exercise his or herrights,the individual may file a lawsuit with a Peoples Court.As such,the Companys business segments may be subject to various government and regulatory interference in

193、 the provinces inwhich they operate.The Company could be subject to regulation by various political and regulatory entities,including variouslocal and municipal agencies and government sub-divisions.The Company may incur increased costs necessary to comply withexisting and newly adopted laws and reg

194、ulations or penalties for any failure to comply.Additionally,the governmental andregulatory interference could significantly limit or completely hinder our ability to offer or continue to offer securities to investorsand cause the value of such securities to significantly decline or be worthless.Fur

195、thermore,it is uncertain when and whether the Company will be required to obtain permission from the PRC government to liston U.S.exchanges in the future,and even when such permission is obtained,whether it will be denied or rescinded.Although theCompany is currently not required to obtain permissio

196、n from any of the PRC federal or local government to obtain suchpermission and has not received any denial to list on the U.S.exchange,our operations could be adversely affected,directly orindirectly,by existing or future laws and regulations relating to its business or industry.On December 24,2021,

197、the CSRC,together with other relevant government authorities in China issued the Provisions of the StateCouncil on the Administration of Overseas Securities Offering and Listing by Domestic Companies(Draft for Comments),and theMeasures for the Filing of Overseas Securities Offering and Listing by Do

198、mestic Companies(Draft for Comments)(“DraftOverseas Listing Regulations”).The Draft Overseas Listing Regulations requires that a PRC domestic enterprise seeking to issueand list its shares overseas(“Overseas Issuance and Listing”)shall complete the filing procedures of and submit the relevantinforma

199、tion to CSRC.The Overseas Issuance and Listing includes direct and indirect issuance and listing.Where an enterprisewhose principal business activities are conducted in PRC seeks to issue and list its shares in the name of an overseas enterprise(“Overseas Issuer”)on the basis of the equity,assets,in

200、come or other similar rights and interests of the relevant PRC domesticenterprise,such activities shall be deemed an indirect overseas issuance and listing(“Indirect Overseas Issuance and Listing”)under the Draft Overseas Listing Regulations.Therefore,the proposed listing would be deemed an Indirect

201、 Overseas Issuance andListing under the Draft Overseas Listing Regulations.As such,the Company would be required to complete the filing proceduresof and submit the relevant information to CSRC after the Draft Overseas Listing Regulations become effective.18 2023/2/9https:/www.sec.gov/Archives/edgar/

202、data/1957401/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htm20/72 In addition,on December 28,2021,the CAC,the National Development and Reform Commission(“NDRC”),and several otheradministrations jointly issued the revised Measures for Cybersecurity Re

203、view,or the Revised Review Measures,which becameeffective and has replaced the existing Measures for Cybersecurity Review on February 15,2022.According to the RevisedReview Measures,if an“online platform operator”that is in possession of personal data of more than one million users intends tolist in

204、 a foreign country,it must apply for a cybersecurity review.Based on a set of Q&A published on the official website of theState Cipher Code Administration in connection with the issuance of the Revised Review Measures,an official of the saidadministration indicated that an online platform operator s

205、hould apply for a cybersecurity review prior to the submission of itslisting application with non-PRC securities regulators.Given the recency of the issuance of the Revised Review Measures andtheir pending effectiveness,there is a general lack of guidance and substantial uncertainties exist with res

206、pect to their interpretationand implementation.For example,it is unclear whether the requirement of cybersecurity review applies to follow-on offerings byan“online platform operator”that is in possession of personal data of more than one million users where the offshore holdingcompany of such operat

207、or is already listed overseas.Furthermore,the CAC released the draft of the Regulations on Network DataSecurity Management in November 2021 for public consultation,which among other things,stipulates that a data processor listedoverseas must conduct an annual data security review by itself or by eng

208、aging a data security service provider and submit theannual data security review report for a given year to the municipal cybersecurity department before January 31 of the followingyear.If the draft Regulations on Network Data Security Management are enacted in the current form,we,as an overseas lis

209、tedcompany,will be required to carry out an annual data security review and comply with the relevant reporting obligations.As of the date of this prospectus,none of our PRC subsidiaries operations involve storing of personal information of PRCindividual clients.However,given the above uncertainties,

210、it is unclear how the Revised Review Measures and the final draftRegulations on Network Data Security Management will affect us.We have been closely monitoring the development in theregulatory landscape in China,particularly regarding the requirement of approvals,including on a retrospective basis,f

211、rom theCSRC,the CAC or other PRC authorities with respect to this offering,as well as regarding any annual data security review orother procedures that may be imposed on us.If any approval,review or other procedure is in fact required,we are not able toguarantee that we will obtain such approval or

212、complete such review or other procedure timely or at all.For any approval that wemay be able to obtain,it could nevertheless be revoked and the terms of its issuance may impose restrictions on our operations andofferings relating to our securities.Changes in Chinas economic,political or social condi

213、tions or government policies could have a material adverse effect onour business and results of operations.Substantially all of our operations are located in China.Accordingly,our business,prospects,financial condition,and results ofoperations may be influenced significantly by political,economic,an

214、d social conditions in China generally and by continuedeconomic growth in China as a whole.The Chinese economy differs from the economies of most developed countries in many respects,including the amount ofgovernment involvement,level of development,growth rate,control of the foreign exchange,and al

215、location of resources.Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform,the reduction of state ownership of productive assets,and the establishment of improved corporate governance in businessenterprises,a substantial portion of

216、 productive assets in China is still owned by the government.In addition,the Chinesegovernment continues to play a significant role in regulating industry development by imposing industrial policies.The Chinesegovernment also exercises significant control over Chinas economic growth through allocati

217、ng resources,controlling payment offoreign currency-denominated obligations,setting monetary policy,and providing preferential treatment to particular industries orcompanies.19 2023/2/9https:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1957

218、401/0000005/f1.htm21/72 While the Chinese economy has experienced significant growth over the past decades,growth has been uneven,bothgeographically and among various sectors of the economy.The Chinese government has implemented various measures toencourage economic growth and guide the a

219、llocation of resources.Some of these measures may benefit the overall Chineseeconomy but may harm us.For example,our financial condition and results of operations may be adversely affected bygovernment control over capital investments or changes in tax regulations.In addition,in the past,the Chinese

220、 government hasimplemented certain measures,including interest rate increases,to control the pace of economic growth.These measures maycause decreased economic activity in China,and since 2012,Chinas economic growth has slowed down.Any prolongedslowdown in the Chinese economy may reduce the demand f

221、or our products and services and materially and adversely affect ourbusiness and results of operations.We may also decide to finance our PRC subsidiaries using capital contributions.The Ministry of Commerce(“MOC”)or its localcounterpart must approve these capital contributions.On March 30,2015,the S

222、tate Administration of Foreign Exchange,or SAFE,promulgated Circular of the State Administration of Foreign Exchange on Reforming the Management Approach regarding theSettlement of Foreign Exchange Capital of Foreign-invested Enterprises,or Circular 19,which expands a pilot reform of theadministrati

223、on of the settlement of the foreign exchange capitals of foreign-invested enterprises nationwide.Circular 19 came intoforce and replaced previous Circular 142 and Circular 36 on June 1,2015.On June 9,2016,SAFE promulgated the Circular of theState Administration of Foreign Exchange on Reforming and R

224、egulating Policies on the Control over Foreign ExchangeSettlement of Capital Accounts,or Circular 16,to further expand and strengthen such reform.Under Circular 19 and Circular 16,foreign-invested enterprises in the PRC are allowed to use their foreign exchange funds under capital accounts and RMB f

225、undsfrom exchange settlement for expenditure under current accounts within its business scope or expenditure under capital accountspermitted by laws and regulations,except that such funds shall not be used for(i)expenditure beyond the enterprises businessscope or expenditure prohibited by laws and r

226、egulations;(ii)investments in securities or other investments than principal-securedproducts issued by banks;(iii)granting loans to non-affiliated enterprises,except where it is expressly permitted in the businesslicense;and(iv)construction or purchase of real estate for purposes other than self-use

227、(except for real estate enterprises).Inaddition,SAFE strengthened its oversight of the flow and use of the RMB capital converted from foreign currency registeredcapital of a foreign-invested company.The use of such RMB capital may not be altered without SAFEs approval,and such RMBcapital may not,in

228、any case,be used to repay RMB loans if the proceeds of such loans have not been used.Violations of thesecirculars could result in severe monetary or other penalties.These circulars may significantly limit our ability to use RMBconverted from the cash provided by our offshore financing activities to

229、fund the establishment of new entities in China by ourPRC subsidiaries,to invest in or acquire any other PRC companies through our PRC subsidiaries.In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshoreholding companies,we cannot

230、 assure you that we will be able to complete the necessary government registrations or obtain thenecessary government approvals on a timely basis,if at all,with respect to future loans to our PRC subsidiaries or future capitalcontributions by us to our PRC subsidiaries.If we fail to complete such re

231、gistrations or obtain such approvals,our ability to use theproceeds we expect to receive from our initial public offering to capitalize or otherwise fund our PRC operations may benegatively affected,which could materially and adversely affect our liquidity and our ability to fund and expand our busi

232、ness.The PRC government may impose restrictions on our ability to transfer cash out of China and to U.S.investors.The PRC government imposes controls on the convertibility of Renminbi into foreign currencies and,in certain cases,theremittance of currency out of China.To the extent that our income is

233、 received in Renminbi,shortages in foreign currencies mayrestrict our ability to pay dividends or other payments,or otherwise satisfy our foreign currency denominated obligations,if any.Under existing PRC foreign exchange regulations,payments of current account items,including profit distributions,i

234、nterestpayments and expenditures from trade-related transactions,can be made in foreign currencies without prior approval from theState Administration of Foreign Exchange,or SAFE,as long as certain procedural requirements are met.Approval fromappropriate government authorities is required if Renminb

235、i is converted into foreign currency and remitted out of China to paycapital expenses such as the repayment of loans denominated in foreign currencies.The PRC government may,at its discretion,impose restrictions on access to foreign currencies for current account transactions.20 2023/2/9https:/www.s

236、ec.gov/Archives/edgar/data/1957401/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htm22/72 To address persistent capital outflows and the RMBs depreciation against the U.S.dollar in the fourth quarter of 2016,thePeoples Bank of China and the SAFE implem

237、ented a series of capital control measures in the subsequent months,includingstricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions,dividend payments andshareholder loan repayments.The PRC government may continue to strengthen its capital controls a

238、nd our PRC subsidiariesdividends and other distributions may be subject to tightened scrutiny in the future.The PRC government also imposes controls onthe conversion of RMB into foreign currencies and the remittance of currencies out of the PRC.Therefore,we may experiencedifficulties in completing t

239、he administrative procedures necessary to obtain and remit foreign currency for the payment ofdividends from our profits,if any.Furthermore,there can be no assurance that the PRC government will not intervene or imposerestrictions on our ability to transfer or distribute cash within our organization

240、 or to foreign investors,which could result in aninability or prohibition on making transfers or distributions outside of China or Hong Kong and adversely affect our business aswell as your investment.As of the date of this prospectus,we are not aware of other material restrictions and limitations o

241、n our ability to distribute earningsfrom our businesses,including our subsidiaries,to the parent company and U.S.investors or our ability to settle amounts owed,oron foreign exchange or our ability to transfer cash between entities within our group,across borders,or to U.S.investors.To the extent ca

242、sh or assets of our business,or of our PRC or Hong Kong subsidiaries,is in the PRC or Hong Kong,suchcash or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong,due tointerventions in or the imposition of restrictions and limitations by the PRC government t

243、o the transfer of cash or assets.The transfer of funds and assets among ZYRX,its Hong Kong and PRC subsidiaries is subject to restrictions.The PRCgovernment imposes controls on the conversion of the RMB into foreign currencies and the remittance of currencies out of thePRC.In addition,the PRC Enterp

244、rise Income Tax Law and its implementation rules provide that a withholding tax at a rate of 10%will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises,unless reduced under treaties orarrangements between the PRC central government and the governments of other co

245、untries or regions where the non-PRC-residententerprises are tax resident.As of the date of this prospectus,there are no restrictions or limitations imposed by the Hong Kong government on the transfer ofcapital within,into and out of Hong Kong(including funds from Hong Kong to the PRC),except for th

246、e transfer of fundsinvolving money laundering and criminal activities.However,there is no guarantee that the Hong Kong government will notpromulgate new laws or regulations that may impose such restrictions in the future.As a result of the above,to the extent cash or assets of our business,or of our

247、 PRC or Hong Kong subsidiaries,is in the PRC orHong Kong,such funds or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong,due tointerventions in or the imposition of restrictions and limitations by the PRC government to the transfer of cash or assets.PRC

248、laws and regulations governing our current business operations are sometimes vague and uncertain and any changesin such laws and regulations may impair our ability to operate profitably.There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations inclu

249、ding,but notlimited to,the laws and regulations governing our business and the enforcement and performance of our arrangements withcustomers in certain circumstances.The laws and regulations are sometimes vague and may be subject to future changes,and theirofficial interpretation and enforcement may

250、 involve substantial uncertainty.The effectiveness and interpretation of newly enactedlaws or regulations,including amendments to existing laws and regulations,may be delayed,and our business may be affected ifwe rely on laws and regulations which are subsequently adopted or interpreted in a manner

251、different from our understanding ofthese laws and regulations.New laws and regulations that affect existing and proposed future businesses may also be appliedretroactively.We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on ourbusiness.21 2023/2/9h

252、ttps:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htm23/72 Substantial uncertainties exist with respect to the enactment timetable and final content of draft China Foreign InvestmentLaw and how it may impact th

253、e viability of our current corporate structure,corporate governance and businessoperations.The MOFCOM published a discussion draft of the proposed Foreign Investment Law in January 2015(the“Draft FIL”).The DraftFIL embodies an expected Chinese regulatory trend to rationalize its foreign investment r

254、egulatory regime in line with prevailinginternational practice and the legislative efforts to unify the corporate legal requirements for both foreign and domesticinvestments.Among other things,the Draft FIL expands the definition of foreign investment and introduces the principle of“actual control”i

255、ndetermining whether a company is considered a foreign-invested enterprise(“FIE”).The Draft FIL specifically provides thatentities established in China but“controlled”by foreign investors will be treated as FIEs,whereas an entity set up in a foreignjurisdiction would nonetheless be,upon market entry

256、 clearance,treated as a Chinese domestic investor provided that the entity is“controlled”by Chinese entities and/or citizens.Once an entity is determined to be an FIE,it will be subject to the foreigninvestment restrictions or prohibitions set forth in a Negative List to be separately issued by the

257、State Council later.Unless theunderlying business of the FIE falls within the Negative List,which calls for market entry clearance,prior approval from thegovernment authorities as mandated by the existing foreign investment legal regime would no longer be required for establishmentof the FIE.On Dece

258、mber 27,2021,the NDRC and MOFCOM,jointly issued the Special Administrative Measures for Entry of ForeignInvestment(Negative List)(2021 Version),or the Negative List,which became effective and replaced the previous version onJanuary 1,2022.Pursuant to the Negative List,if a PRC company,which engages

259、in any business where foreign investment isprohibited under the Negative List,or prohibited businesses,seeks an overseas offering or listing,it must obtain the approval fromcompetent governmental authorities.Based on a set of Q&A published on the NDRCs official website,a NDRC official indicatedthat

260、after a PRC company submits its application for overseas listing to the CSRC and where matters relating to prohibitedbusinesses under the Negative List are implicated,the CSRC will consult the regulatory authorities having jurisdiction over therelevant industries and fields.There are uncertainties u

261、nder the PRC laws relating to the procedures for U.S.regulators to investigate and collectevidence from companies located in the PRC.According to Article 177 of the newly amended PRC Securities Law which became effective in March 2020(the“Article 177”),the securities regulatory authority of the PRC

262、State Council may collaborate with securities regulatory authorities of othercountries or regions in order to monitor and oversee cross border securities activities.Article 177 further provides that overseassecurities regulatory authorities are not allowed to carry out investigation and evidence col

263、lection directly within the territory ofthe PRC,and that any Chinese entities and individuals are not allowed to provide documents or materials related to securitiesbusiness activities to overseas agencies without prior consent of the securities regulatory authority of the PRC State Council andthe c

264、ompetent departments of the PRC State Council.Our principal business operation is conducted in the PRC.In the event that the U.S.regulators carry out investigation on us andthere is a need to conduct investigation or collect evidence within the territory of the PRC,the U.S.regulators may not be able

265、 tocarry out such investigation or evidence collection directly in the PRC under the PRC laws.The U.S.regulators may considercross-border cooperation with securities regulatory authority of the PRC by way of judicial assistance,diplomatic channels orregulatory cooperation mechanism established with

266、the securities regulatory authority of the PRC.22 2023/2/9https:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htm24/72 We rely on dividends,loans and other distributions on equity paid by our PRC subsidiaries to

267、 fund any cash and financingrequirements we may have.Any limitation on the ability of our PRC subsidiaries to make loans or payments to us couldhave a material adverse effect on our ability to conduct our business.We are a holding company and rely on dividends,loans and other distributions on equity

268、 paid by our PRC subsidiaries for our cashand financing requirements,including the funds necessary to pay dividends and other cash distributions to our shareholders andservice any debt or pay any expense we may incur.In the event that our PRC subsidiaries incur debt on their own behalf in thefuture,

269、the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us.In addition,the PRC tax authorities may require our PRC subsidiaries to adjust their taxable income in a manner that would materially andadversely affect their ability to pay dividends an

270、d other distributions to us.Under PRC laws and regulations,our PRC subsidiaries,as wholly foreign-owned enterprises in China,may pay dividends only outof their respective accumulated after-tax profits as determined in accordance with PRC accounting standards and regulations.Inaddition,a wholly forei

271、gn-owned enterprise is required to set aside at least 10%of its accumulated after-tax profits each year,ifany,to fund certain statutory reserve funds until the aggregate amount of such funds reaches 50%of its registered capital.At itsdiscretion,a wholly foreign-owned enterprise may allocate a portio

272、n of its after-tax profits based on PRC accounting standards tostaff welfare and bonus funds.These reserve funds and staff welfare and bonus funds are not distributable as cash dividends Under existing PRC foreign exchange regulations,payment of current account items,such as profit distributions and

273、 trade andservice-related foreign exchange transactions,can be made in foreign currencies without prior approval from the StateAdministration of Foreign Exchange,or the SAFE,by complying with certain procedural requirements.Therefore,our PRCsubsidiaries are able to pay dividends in foreign currencie

274、s to us without prior approval from SAFE,subject to the condition thatthe remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulations,such as the overseas investment registrations by our shareholders or the ultimate shareholders of our corp

275、orate shareholders whoare PRC residents.Approval from,or registration with,appropriate government authorities is,however,required where the RMB isto be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loansdenominated in foreign currencies.Th

276、e PRC government may also at its discretion restrict access in the future to foreigncurrencies for current account transactions.Current PRC regulations permit our PRC subsidiaries to pay dividends to the Companyonly out of their accumulated profits,if any,determined in accordance with Chinese accoun

277、ting standards and regulations.Inresponse to the persistent capital outflow and the Renminbis depreciation against the U.S.dollar in the fourth quarter of 2016,thePeoples Bank of China and the State Administration of Foreign Exchange,or SAFE,have implemented a series of capital controlmeasures,inclu

278、ding stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions,dividend payments,and shareholder loan repayments.The PRC government may continue to strengthen its capital controls,andour PRC subsidiaries dividends and other distributions may be subject

279、ed to tighter scrutiny in the future.Any limitation on theability of our PRC subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability togrow,make investments or acquisitions that could be beneficial to our business,pay dividends,or otherwise fu

280、nd and conduct ourbusiness.PRC regulation of loans to,and direct investments in,PRC entities by offshore holding companies may delay or prevent usfrom making loans or additional capital contributions to our PRC operating subsidiaries and thereby prevent us fromfunding our business.As an offshore hol

281、ding company with PRC subsidiaries,we may transfer funds to our PRC subsidiaries by means of loans orcapital contributions.Any loans to these PRC subsidiaries,which are foreign-invested enterprises,cannot exceed statutory limitsbased on the difference between the amount of our investments and regist

282、ered capital in such subsidiaries,and shall be registeredwith SAFE,or its local counterparts.Furthermore,any capital increase contributions we make to our PRC subsidiaries,which areforeign-invested enterprises,shall be approved by MOFCOM,or its local counterparts.We may not be able to obtain thesego

283、vernment registrations or approvals on a timely basis,if at all.If we fail to receive such registrations or approvals,our ability toprovide loans or capital to increase contributions to our PRC subsidiaries may be negatively affected,which could adversely affecttheir liquidity and our ability to fun

284、d and expand their business.23 2023/2/9https:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htm25/72 PRC regulations relating to the establishment of offshore special purpose vehicles by PRC residents may subject

285、 our PRC-resident beneficial owners or our PRC subsidiaries to liability or penalties,limit our ability to make capital contributionsinto our PRC subsidiaries,limit our PRC subsidiaries ability to distribute profits to us,or otherwise adversely affect ourfinancial position.Under several regulations

286、promulgated by SAFE,PRC residents and PRC corporate entities are required to register with and obtainapproval from local branches of SAFE or designated qualified foreign exchange banks in mainland China in connection with theirdirect or indirect offshore investment activities.In addition,any PRC res

287、ident who is a direct or indirect shareholder of an offshorecompany is required to update the previously filed registration with the local branch of SAFE,with respect to any material changeinvolving that offshore company,such as an increase or decrease in capital,transfer or swap of shares,merger or

288、 division.Theseregulations apply to all direct and indirect shareholders and beneficial owners of our company who are PRC residents,or PRC-Resident Shareholders,and may apply to any offshore acquisitions that we make in the future.To the best of our knowledge,as ofthe date of this prospectus,each of

289、 our principal shareholders who is required to make the foreign exchange registration underSAFE Circular 37 had completed such registration.However,we may not at all times be fully aware or informed of the identitiesof all the PRC residents holding direct or indirect interests in our company,and we

290、cannot assure you that all of our shareholdersand beneficial owners who are PRC residents will comply with these foreign exchange regulations.If any PRC-Resident Shareholder fails to make the required registration or update a previously filed registration,our PRCsubsidiaries may be prohibited from d

291、istributing their profits and proceeds from any reduction in capital,share transfer orliquidation to us,and we may also be prohibited from injecting additional capital into our PRC subsidiaries.Moreover,failure tocomply with the various foreign exchange registration requirements described above coul

292、d result in liability on the related PRC-Resident shareholder or our PRC subsidiaries under the PRC laws for evasion of applicable foreign exchange restrictions.Governmental control of currency conversion may limit our ability to utilize our net revenues effectively and affect thevalue of your inves

293、tment.The PRC government imposes controls on the convertibility of the RMB into foreign currencies and,in certain cases,theremittance of currency out of China.We receive substantially all of our net revenues in RMB.Under our current corporatestructure,our company in the United Kingdom may rely on di

294、vidend payments from our PRC subsidiaries to fund any cash andfinancing requirements we may have.Under existing PRC foreign exchange regulations,payments of current account items,suchas profit distributions and trade and service-related foreign exchange transactions,can be made in foreign currencies

295、 without priorapproval from SAFE by complying with certain procedural requirements.Therefore,our PRC subsidiaries are able to paydividends in foreign currencies to us without prior approval from SAFE,subject to the condition that the remittance of suchdividends outside of the PRC complies with certa

296、in procedures under PRC foreign exchange regulation,such as the overseasinvestment registrations by the beneficial owners of our company who are PRC residents.But approval from or registration withappropriate government authorities is required where RMB is converted into foreign currency and remitte

297、d out of China to paycapital expenses such as the repayment of loans denominated in foreign currencies.In light of Chinas flood of capital outflows in 2016 due to the weakening RMB,the PRC government has imposed morerestrictive foreign exchange policies and stepped up scrutiny of major outbound capi

298、tal movements.More restrictions and asubstantial vetting process are put in place by SAFE to regulate cross-border transactions falling under the capital account.ThePRC government may also,at its discretion,restrict access in the future to foreign currencies for current account transactions.Inthe ev

299、ent that the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreigncurrency demands,we may not be able to pay dividends in foreign currencies to our shareholders.24 2023/2/9https:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.h

300、tmhttps:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htm26/72 We must remit the offering proceeds to PRC before they may be used to benefit our business in the PRC,and this processmay take several months.The proceeds of this offering must be sent back to the PRC,and the process for

301、 sending such proceeds back to the PRC may takeseveral months after the closing of this offering.We may be unable to use these proceeds to grow our business until we receivesuch proceeds in the PRC.To remit the offering proceeds to the PRC,we will take the following actions:First,we will open a spec

302、ial foreign exchange account for capital account transactions.To open this account,we must submit toState Administration for Foreign Exchange(“SAFE”)certain application forms,identity documents,transaction documents,a formof foreign exchange registration of overseas investments by domestic residents

303、,and foreign exchange registration certificate of theinvested company.Second,we will remit the offering proceeds into this special foreign exchange account.Third,we will apply for settlement of the foreign exchange.To do so,we must submit to SAFE certain application forms,identitydocuments,payment o

304、rder to a designated person,and a tax certificate.The timing of the process is difficult to estimate because the efficiencies of different SAFE branches can vary materially.Ordinarily,the process takes several months to complete but is required by law to be accomplished within 180 days of applicatio

305、n.Until the abovementioned approvals,the proceeds of this offering will be maintained in an interest-bearing account maintained byus in the United States.Some of our shareholders are not in compliance with the PRCs regulations relating to offshore investment activities byPRC residents,and as a resul

306、t,the shareholders may be subject to penalties if we are not able to remediate the non-compliance.In July 2014,the State Administration of Foreign Exchange promulgated the Circular on Issues Concerning Foreign ExchangeAdministration over the Overseas Investment and Financing and Roundtrip Investment

307、 by Domestic Residents via Special PurposeVehicles,or“Circular 37”.According to Circular 37,prior registration with the local SAFE branch is required for Chineseresidents to contribute domestic assets or interests to offshore companies,known as SPVs.Circular 37 further requires amendmentto a PRC res

308、idents registration in the event of any significant changes with respect to the SPV,such as an increase or decrease inthe capital contributed by PRC individuals,share transfer or exchange,merger,division,or other material event.Further,foreigninvestment enterprises established by way of round-trippi

309、ng shall complete the relevant foreign exchange registration formalitiespursuant to the prevailing foreign exchange control provisions for direct investments by foreign investors,and disclose the relevantinformation such as actual controlling party of the shareholders truthfully.Currently,some of ou

310、r shareholders have completed Circular 37 Registration and are in compliance.Some of our beneficialowners,who are PRC residents,have not completed the Circular 37 Registration.All our significant shareholders,directors andofficers have completed Circular 37 Registration.We have asked our shareholder

311、s who are Chinese residents to make thenecessary applications and filings as required by Circular 37.We attempt to comply,and attempt to ensure that our shareholderswho are subject to these rules comply,with the relevant requirements.We cannot,however,provide any assurances that all of ourand future

312、 shareholders who are Chinese residents will comply with our request to make or obtain any applicable registration orcomply with other requirements required by Circular 37 or other related rules.The Chinese resident shareholders failure tocomply with Circular 37 registration may result in restrictio

313、ns being imposed on part of foreign exchange activities of the offshorespecial purpose vehicles,including restrictions on its ability to receive registered capital as well as additional capital from Chineseresident shareholders who fail to complete Circular 37 registration;and repatriation of profit

314、s and dividends derived from specialpurpose vehicles to China,by the Chinese resident shareholders who fail to complete Circular 37 registration,are also illegal.Inaddition,the failure of the Chinese resident shareholders to complete Circular 37 registration may subject each of the shareholdersto fi

315、nes less than RMB50,000.We cannot assure you that each of our Chinese resident shareholders will in the future complete theregistration process as required by Circular 37.25 2023/2/9https:/www.sec.gov/Archives/edgar/data/1957401/0000005/f1.htmhttps:/www.sec.gov/Archives/edgar/data/1957401

316、/0000005/f1.htm27/72 Failure to make adequate contributions to various employee benefit plans required by PRC regulations may subject us topenalties.We are required under PRC laws and regulations to participate in various government-sponsored employee benefit plans,includingcertain social

317、 insurance,housing funds,and other welfare-oriented payment obligations,and contribute to the plans in amountsequal to certain percentages of salaries,including bonuses and allowances,of our employees up to a maximum amount specifiedby the local government from time to time at locations where we ope

318、rate our businesses.The requirement of employee benefitplans has not been implemented consistently by the local governments in China,given the different levels of economicdevelopment in different locations.In the event that the local governments deem our contribution to be not sufficient,we may besu

319、bject to late contribution fees or fines in relation to any underpaid employee benefits,and our financial condition and results ofoperations may be adversely affected.According to the Interim Regulations on the Collection and Payment of Social Insurance Premiums,the Regulations on WorkInjury Insuran

320、ce,the Regulations on Unemployment Insurance and the Trial Measures on Employee Maternity Insurance ofEnterprises,enterprises in the PRC shall provide benefit plans for their employees,which include basic pension insurance,unemployment insurance,maternity insurance,work injury insurance and basic me

321、dical insurance.An enterprise must providesocial insurance by making social insurance registration with local social insurance agencies,and shall pay or withhold relevantsocial insurance premiums for and on behalf of employees.The Law on Social Insurance of the PRC,which was promulgated bythe SCNPC

322、on October 28,2010,became effective on July 1,2011,and was most recently updated on December 29,2018,hasconsolidated pertinent provisions for basic pension insurance,unemployment insurance,maternity insurance,work injuryinsurance and basic medical insurance,and has elaborated in detail the legal obl

323、igations and liabilities of employers who do notcomply with laws and regulations on social insurance.According to the Regulations on the Administration of Housing Provident Fund,which was promulgated by the State Counsel andbecame effective on April 3,1999,and was amended on March 24,2002 and was pa

324、rtially revised on March 24,2019 bythe Decision of the State Council on Revising Some Administrative Regulations(Decree No.710 of the State Council),housingprovident fund contributions by an individual employee and housing provident fund contributions by his or her employer shallbelong to the indivi

325、dual employee.Registration by PRC companies with the applicable housing provident fund management centeris compulsory,and a special housing provident fund account for each of the employees shall be opened at an entrusted bank.The government supervision of social insurance policy has not been impleme

326、nted consistently by the local governments in Chinagiven the different levels of economic development in different locations.According to the Social Insurance Law of the PeoplesRepublic of China,we may be ordered to pay the outstanding social insurance contributions within a prescribed deadline and

327、liablefor a late payment fee equal to 0.05%of the outstanding amount for each day of delay,in addition to a fine a fine ranging fromRMB 10,000 to RMB 50,000.Furthermore,we may be liable for a fine of one to three times the amount of the outstandingcontributions,provided that we still fail to pay the

328、 outstanding social insurance contributions within the prescribed deadline.Inaddition,according to the Regulations on the Administration of Housing Provident Fund,we may be ordered by the HousingAccumulation Fund Management Center to deposit the outstanding funds within a time limit.If we fail to de

329、posit such amountswithin the time limit,the Center may petition a peoples court to enforce the payment.Additionally,the standard for fineimposition has become highly discretional for the local government to decide whether to enforce compliance with the employeesocial fund regulations,if at all.As of

330、 the date of the prospectus,given that(i)the requirement of social insurance and housingfund has not been implemented consistently by the local governments in China given the different levels of economic developmentin different locations;(ii)pursuant to the Emergency Notice on Practicing Principles

331、of the State Council Executive Meeting andStabilizing Work on Collecting Social Insurance Premiums promulgated by the Ministry of Human Resources and Social Securityon September 21,2018,local authorities are prohibited from recovering unpaid social insurance premiums from enterprises;(iii)asof the d

332、ate of this Prospectus,the Company had not received any notice or order from the relevant government authoritiesrequesting us to pay the social insurance premiums or housing funds in full;(iv)as of the date of this Prospectus,the Company hadnot received any complaint or report on outstanding social

333、insurance premiums or housing funds,nor had them had any labordispute or lawsuit with their employees on payments of social insurance premiums or housing provident fund;and(v)theCompany had not been subject to any administrative penalties,the Company has not made any provisions in connection with theshortfall of its social insurance contribution and housing provident funds for the year ended Decem