1、2023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htm1/284F-1 1 e4313_f-1.htm FORM F-1 As filed with the U.S.Securities and Exchange Commission on December 29,2022.Registration Statement

2、No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Form F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Ruanyun Edai Technology Inc.(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 7372 N

3、ot Applicable(State or other jurisdiction of incorporation or organization)(Primary Standard Industrial Classification Code Number)(I.R.S.Employer Identification Number)No.698 Jing Dong Avenue,ZheJiang University HighTech CampusNanchang,Jiangxi,China 3300(Address,including zip code,an

4、d telephone number,including area code,of Registrants principal executive offices)Puglisi&Associates850 Library Avenue,Suite 204Newark,DE 19711302-738-6680(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies of all communications,including communicati

5、ons sent to agent for service,should be sent to:Clayton E.Parker,Esq.Matthew Ogurick,Esq.K&L Gates LLP Southeast Financial Center,Suite 3900 200 South Biscayne Boulevard Miami,Florida 33131-2399 Telephone:305-539-3300 Ying Li,Esq.Guillaume de Sampigny,Esq.Hunter Taubman Fischer&Li LLC 48 Wall Street

6、,Suite 1100 New York,NY 10005 Telephone:212-530-2206 Approximate date of commencement of proposed sale to public:As soon as practicable after this Registration Statement becomeseffective.If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuan

7、t to Rule 415 underthe Securities Act of 1933,as amended,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier eff

8、ective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.2

9、023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htm2/284If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listt

10、he Securities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act:Emerging growth company.If an emerging growth company that pr

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

12、evised financial accounting standard”refers to any update issued by the Financial Accounting Standards Boardto its Accounting Standards Codification after April 5,2012.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective dateuntil

13、the registrant shall file a further amendment which specifically states that this registration statement shall thereafterbecome effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until the registration statementshall become effective on such date as the Commission,a

14、cting pursuant to such Section 8(a),may determine.2023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htm3/284 The information in this prospectus is not complete and may be changed.We may n

15、ot sell these securities until the registrationstatement filed with the U.S.Securities and Exchange Commission is effective.This prospectus is not an offer to sell these securitiesand it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.S

16、UBJECT TO COMPLETION,DATED DECEMBER 29,2022 PRELIMINARY PROSPECTUS 5,000,000 Ordinary Shares Ruanyun Edai Technology Inc.We are offering 5,000,000 ordinary shares.This is the initial public offering of ordinary shares of Ruanyun Edai TechnologyInc.The offering price of our ordinary shares in this of

17、fering is expected to be between$5.00 and$6.00 per share.Prior to thisoffering,there has been no public market for our ordinary shares.We have applied to list our ordinary shares on the Nasdaq Capital Market under the symbol“RYET.”There is no assurance thatsuch application will be approved,and if ou

18、r application is not approved,this offering will not be completed.Investing in our ordinary shares is highly speculative and involves a high degree of risk.Before buying any shares,youshould carefully read the discussion of material risks of investing in our ordinary shares in“Risk Factors”beginning

19、 on page22 of this prospectus.We are an“emerging growth company”as defined under the federal securities laws and,as such,will be subject to reducedpublic company reporting requirements.See“Prospectus SummaryImplications of Being an Emerging Growth Company and aForeign Private Issuer”for additional i

20、nformation.We are not a Chinese operating company but a Cayman Islands holding company with no operations.We conduct substantiallyall of our operations in the Peoples Republic of China,or the PRC or China,through Jiangxi Ruanyun,the variable interest entity(VIE)and its subsidiaries.We do not have an

21、y equity ownership of the VIE,instead,we have the power to direct the activities andreceive the economic benefits and absorb losses of the VIEs business operations through certain Contractual Arrangements(asdefined below)and the VIE is consolidated for accounting purposes.This structure involves uni

22、que risks to investors.This VIEstructure is used to provide contractual exposure through the Contractual Arrangement to foreign investment in Chinese-basedcompanies where Chinese law prohibits direct foreign investment in the operating companies.Under the Contractual Arrangements,cash is transferred

23、 among the Company,Rollingthunder Technology(Jiangxi)Co.,Ltd,orour WFOE,Soft Cloud and the VIE,in the following methods:(i)dividends or other distributions may be paid by Rollingthunder Jiangxi,or our WFOE,to the Company through our HongKong subsidiary;(ii)Ruanyun Edai Technology Inc.,or Ruanyun(the

24、 Cayman Islands holding company)transfers proceeds raised through thisoffering or any other offering we conduct at this level to our wholly owned subsidiary,Soft Cloud Technology Limited,or SoftCloud,which in turn transfers such proceeds down to the WFOE in the form of capital contributions or share

25、holder loans,as the casemay be,which in turn transfers such proceeds in the form of loans to the VIE pursuant to the Contractual Arrangements,for thepurpose of conducting business operations;(iii)funds,may be paid by Jiangxi Ruanyun,or the VIE,to Rollingthunder Jiangxi,or our WFOE,as service fees ac

26、cording tothe Contractual Arrangements;As of the date of this prospectus,there were no cash flows among the Company,Soft Cloud,our WFOE,and Jiangxi Ruanyun,or the VIE.As of the date of this prospectus,no dividends or distributions have been made to the respective shareholders of suchentities.For the

27、 foreseeable future,the VIE intends to keep any future earnings to re-invest in and finance the expansion of itsbusiness.We currently do not maintain any cash management policies that dictate the purpose,amount and procedure of cashtransfers among the Company,Soft Cloud,our WFOE,the VIE,or investors

28、.Rather,the funds can be transferred in accordance withapplicable PRC laws and regulations.For more details,see“Regulations-Regulations Relating to Foreign Exchange Registration ofOverseas Investment by PRC Residents.”i2023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f

29、-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htm4/284 The ordinary shares offered in this offering are shares of our offshore holding company,Ruanyun Edai Technology Inc.,insteadof shares of the VIE or its subsidiaries in China.For a description of the Contractua

30、l Arrangements,see“Corporate History andStructureContractual Arrangements.”Based on the Contractual Arrangements,we account for Jiangxi Ruanyun as a VIE.Morespecifically,we have the power to direct the activities of Jiangxi Ruanyun and become the primary beneficiary of Jiangxi Ruanyunfor accounting

31、purposes through such Contractual Arrangements,which are less effective than direct ownership.Our power to directthe activities of Jiangxi Ruanyun and our position of being the primary beneficiary of Jiangxi Ruanyun for the accounting purposesare limited to the conditions that we met for consolidati

32、on of Jiangxi Ruanyun under U.S.GAAP.Such conditions include that(i)wehave the power to direct the activities that could most significantly affect the economic performance of Jiangxi Ruanyun and(ii)weare entitled to receive benefits and obligated to absorb losses from Jiangxi Ruanyun that could pote

33、ntially be significant to JiangxiRuanyun.Accordingly,we consolidate the accounts of Jiangxi Ruanyun for the periods presented herein for accounting purposes,inaccordance with Regulation S-X-3A-02 promulgated by the SEC,and ASC Topic 810-10,Consolidation:Overall.Only if we meetthe aforementioned cond

34、itions to be the primary beneficiary of Jiangxi Ruanyun under U.S.GAAP,we will consolidate JianxiRuanyun and Jiangxi Ruanyun will be treated as our consolidated affiliated entities for accounting purposes.As a result of the VIE structure,investors may never directly hold equity interests in the VIE.

35、We acknowledge that Chineseregulatory authorities could disallow this structure,which would likely result in a material change in our operations and/or value ofour ordinary shares,including that it could cause the value of such securities to significantly decline or become worthless.Furthermore,the

36、Contractual Arrangements have not been tested in a court of law.For a description of the ContractualArrangements,see“Corporate History and StructureOur Contractual Arrangements.”Please also see our“Risk Factors”for adetailed discussion of risks facing the Company and the offering as a result of this

37、 structure.We currently conduct substantially all of our operations in,and substantially all of our revenue is generated in,the PRC.Accordingly,changes in economic,political,and legal environments in the PRC can significantly affect our business,including ourfinancial condition,results of operations

38、,and business prospects.Policies,regulations,rules,and the enforcement of laws of theChinese government can have significant effects on economic conditions in the PRC and therefore,corporate profitability.Ourprofitability in the PRC may be adversely affected by changes in policies,regulations,rules,

39、and the enforcement of laws by theChinese government,which changes may be announced or implemented with little or no advance notice.Recently,the Chinese government promulgated a series of statements and actions to regulate business operations in China withlimited advance notice,including cracking do

40、wn on illegal activities in the securities market,enhancing supervision over China-based companies listed overseas using variable interest entity structures,adopting new measures to extend the scope of cybersecurityreviews,and expanding efforts with respect to anti-monopoly enforcement.For example,t

41、he General Office of the CentralCommittee of the Communist Party of China and the General Office of the State Council jointly issued the“Opinions on SeverelyCracking Down on Illegal Securities Activities According to Law”,or the Opinions,which were made available to the public on July6,2021.The Opin

42、ions emphasized the need to strengthen administration over illegal securities activities and the need to strengthensupervision with respect to overseas listings of Chinese companies.Moreover,the Cyberspace Administration of China,or the CAC,promulgated the Cybersecurity Review Measure that became ef

43、fective on February 15,2022,which extend the scope ofcybersecurity review to data processing operators engaging in data processing activities that affect or may affect national security,including listing in a foreign country,and require a mandate clearance of cybersecurity review to be completed by

44、network platformoperator that possess personal information of more than 1 million users.The Opinions,the Cybersecurity Review Measure and anyrelated implementing rules that have been enacted or to be enacted may subject us to compliance requirements in the future,such asregulatory review of overseas

45、 listing of China-based company and cybersecurity review.As of the date of this prospectus,the actualnumber of users personal information used by the VIE and its subsidiaries is well below one million(based on our owncalculations).The users personal information used by the VIE and its subsidiaries i

46、s authorized by the entity that owns and controlsit.Therefore,Jiangxi Ruanyun is not subject to this review.On July 7,2022,CAC promulgated the Measures for the SecurityAssessment of Data Cross-border Transfer,effective on September 1,2022,which requires the data processors to apply for datacross-bor

47、der security assessment coordinated by the CAC under the following circumstances:(i)any data processor transfersimportant data to overseas;(ii)any critical information infrastructure operator or data processor who processes personal informationof over 1 million people provides personal information t

48、o overseas;(iii)any data processor who provides personal information tooverseas and has already provided personal information of more than 100,000 people or sensitive personal information of more than10,000 people to overseas since January 1st of the previous year and;and(iv)other circumstances unde

49、r which the data cross-border transfer security assessment is required as prescribed by the CAC.As of the date of this prospectus,we believe the VIE andits subsidiaries have none of the aforesaid circumstances.Therefore,the VIE and its subsidiaries are currently not subject to the datacross-border s

50、ecurity assessment.However,if such assessment is required in the future,we cannot assure you that we will completethe relevant procedure on a timely basis.See“Risk Factor We are subject to a variety of laws and other obligations regarding dataprotection,any failure to comply with applicable laws and

51、 obligations could have a material adverse effect on our business,financial condition and results of operations.”ii2023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htm5/284 In addition,o

52、n December 24,2021,the CSRC,issued the Provisions of the State Council on the Administration of OverseasSecurities Offering and Listing by Domestic Companies(Draft for Comments),or the Draft Administrative Provisions,and theMeasures for the Filing of Overseas Securities Offering and Listing by Domes

53、tic Companies(Draft for Comments),or the DraftFiling Measures,which require China-based companies seeking overseas offering and listing shall file with the CSRC within threeworking days after making initial applications with overseas stock markets for initial public offerings or listings.As of the d

54、ate ofthis prospectus,the PRC laws and regulations that currently in effect do not explicitly require us to seek approval from the CSRC forour overseas listing plan,however,we will be required to file with the CSRC prior to our listing on NASDAQ if the DraftAdministrative Provisions and the Draft Fi

55、ling Measures have been fully enacted in the foreseeable future.See“Risk Factor Draftrules for China-based companies seeking for securities offerings in foreign stock markets was released by the CSRC for publicconsultation.While such rules have not yet come into effect as of the date of this prospec

56、tus,the Chinese government may exert moreoversight and control over overseas public offerings conducted by China-based issuers,which could significantly limit or completelyhinder our ability to offer or continue to offer our Ordinary Shares to investors and could cause the value of our Ordinary Shar

57、es tosignificantly decline or become worthless.”.Since these statements and regulatory actions are new,it is highly uncertain how soonlegislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailedimplementations and interpretations will b

58、e modified or promulgated,if any,and the potential impact such modified or new laws andregulations will have on our daily business operation,the ability to accept foreign investments or list on a U.S.exchange.Given thecurrent regulatory environment in the PRC,we are still subject to the uncertainty

59、of different interpretation and enforcement of therules and regulations in the PRC adverse to us,which may be announced or implemented with little or no advance notice,and whichmay materially and adversely impact our results of operations,may limit or completely hinder our ability to offer or contin

60、ue to offersecurities to investors,and/or may cause the value of such securities to significantly decline or be worthless.See“Risk Factors-Risks Related to Our Business and Industry.”On December 18,2020,the Holding Foreign Companies Accountable Act,or the HFCAA,was signed into law,requiring aforeign

61、 company to certify it is not owned or controlled by a foreign government if the Public Company Accounting OversightBoard,or the PCAOB,is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOBinspection.If the PCAOB is unable to inspect the companys auditor

62、s for three consecutive years,the issuers securities areprohibited to trade on a national exchange.Our auditor,Friedman LLP,the independent registered public accounting firm that issuesthe audit report included elsewhere in this prospectus,as an auditor of companies that are traded publicly in the U

63、nited States and afirm registered with the PCAOB,is subject to laws in the United States pursuant to which the PCAOB conducts regular inspectionsto assess our auditors compliance with the applicable professional standards.Our auditor is headquartered in Manhattan,New York,and has been inspected by t

64、he PCAOB on a regular basis.The PCAOB currently has access to inspect the working papers of ourauditor and our auditor was not subject to the determinations announced by the PCAOB on December 16,2021,whichdeterminations were vacated on December 15,2022.Pursuant to the HFCAA,the SEC has the power to

65、identify issuers whose auditors the PCAOB is unable to inspect orinvestigate completely because of a position taken by an authority in a foreign jurisdiction,or a PCAOB-Identified Firm.The SECwill provisionally identify any such issuer as a“Commission-Identified Issuer”on the SECs website.If we are

66、identified as aCommission-Identified Issuer by the SEC,we may be subject to restrictions under such rules including prohibitions on the trading ofour shares,either temporarily or indefinitely.On June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act,or the AHFC

67、AA.Ifsigned into law,the AHFCAA would decrease the number of non-inspection years under the HFCAA from three years to two,thusreducing the time period before an issuers securities may be prohibited from trading or may be delisted.On August 26,2022,the PCAOB announced that it had signed a Statement o

68、f Protocol,or the SOP,with the China SecuritiesRegulatory Commission and the Ministry of Finance of China.The SOP,together with two protocol agreements governinginspections and investigations,or together,the SOP Agreement,established a specific,accountable framework to make possiblecomplete inspecti

69、ons and investigations by the PCAOB of audit firms based in mainland China and Hong Kong,as required underU.S.law.On December 15,2022,the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and

70、 Hong Kong completely in 2022.The PCAOB vacated itsprevious 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firmsheadquartered in mainland China and Hong Kong.However,whether the PCAOB will continue to be able to satisfactorily conducti

71、nspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertaintyand depends on a number of factors out of our,and our auditors,control.The PCAOB is continuing to demand complete access inmainland China and Hong Kong moving forward and is

72、already making plans to resume regular inspections in early 2023 andbeyond,as well as to continue pursuing ongoing investigations and initiate new investigations as needed.The PCAOB has indicatedthat it will act immediately to consider the need to issue new determinations with the HFCAA if needed.If

73、 the PCAOB in the futureagain determines that it is unable to inspect and investigate completely auditors in mainland China and Hong Kong,then thecompanies audited by those auditors would be subject to a trading prohibition on U.S.markets pursuant to the HFCAA.iii2023/2/9https:/www.sec.gov/Archives/

74、edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htm6/284 For further information relating to the HFCAA and the AHFCAA,see“Risk Factors Risks Related to Doing Business in China The recent joint statement by the SEC and the

75、 Public Company Accounting Oversight Board,or the PCAOB,proposed rulechanges submitted by Nasdaq,and the Holding Foreign Companies Accountable Act all call for additional and more stringentcriteria to be applied to emerging market companies upon assessing the qualification of their auditors,especial

76、ly non-U.S.auditorswho are not inspected by the PCAOB.These developments could add uncertainties to our offering.”Unless otherwise indicated or the context otherwise requires,all references in this prospectus to the terms the“Company,”“we,”“us”and“our”refer to Ruanyun Edai Technology Inc.,or Ruanyun

77、,and its direct and indirect subsidiaries,including Soft CloudTechnology Limited,or Soft Cloud,and Rollingthunder Technology(Jiangxi)Co.,Ltd,or Rollingthunder Jiangxi,or our WFOE,which we define as our“PRC subsidiary”,but not including Jiangxi Ruanyun Technology Co.,Ltd.,the variable interest entity

78、,which we define as the“VIE”herein or“Jiangxi Ruanyun”,and the subsidiaries of the VIE including Jiangxi Alphabet TechnologyCo.,Ltd.,or Jiangxi Alphabet,Jiangxi Huizuoye Technology Co.,Ltd,and Jiangxi Jiaotou Technology Co.,Ltd,and the branchoffice of the VIE refers to Jiangxi Ruanyun Technology Co.

79、,Ltd.(Shenzhen Branch),or Shenzhen Ruanyun.We refer to the VIE,together with its subsidiaries and branch office as“the VIE and its subsidiaries”herein.Neither the U.S.Securities and Exchange Commission nor any other regulatory body has approved or disapproved ofthese securities or passed upon the ac

80、curacy or adequacy of this prospectus.Any representation to the contrary is a criminaloffense.PER SHARE TOTALInitial public offering price$Underwriting discounts(1)$Proceeds,before expenses,to us$(1)We have agreed to issue,on the closing date of this offering,warrants,or the underwriters warrants,to

81、 the underwriters,Univest Securities,LLC,or the representative,and AC Sunshine Securities LLC,in an aggregate amount equal to 1%of theaggregate number of ordinary shares sold by us in this offering,inclusive of the underwriters over-allotment option.UnivestSecurities,LLC and AC Sunshine Securities L

82、LC will each receive underwriters warrants to purchase a number of ordinary sharesequal to 0.5%of the total number of ordinary shares sold in this offering,inclusive of the underwriters over-allotment option.For adescription of other terms of the underwriters warrants and a description of the other

83、compensation to be received by theunderwriters,see“Underwriting”beginning on page 167.We expect our total cash expenses for this offering(including cash expenses payable to our underwriters for their out-of-pocketexpenses)to be approximately$1.1 million,exclusive of the above discounts.In addition,w

84、e 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.”This offering is being conducted on a

85、 firm commitment basis.The underwriters are obligated to take and pay for all of theshares if any such shares are taken.We have granted the underwriters an option for a period of 45 days after the closing of thisoffering to purchase up to 15%of the total number of our ordinary shares to be offered b

86、y us pursuant to this offering(excludingshares subject to this option),solely for the purpose of covering over-allotments,at the initial public offering price less theunderwriting discounts.If the underwriters exercise the option in full,the total underwriting discounts payable will be$2,213,750base

87、d on an assumed initial public offering price of$5.50 per ordinary share(the midpoint of the price range set forth on the coverpage of this prospectus),and the total gross proceeds to us,before underwriting discounts,non-accountable expense allowance andexpenses,will be$31,625,000.If we complete thi

88、s offering,net proceeds will be delivered to us on the closing date.We will not beable to use such proceeds in China,however,until we complete capital contribution procedures which require prior approval fromeach of the respective local counterparts of Chinas Ministry of Commerce,the State Administr

89、ation for Market Regulation,and theState Administration of Foreign Exchange.See remittance procedures in the section titled“Use of Proceeds”beginning on page 63.The underwriters expect to deliver the ordinary shares against payment as set forth under“Underwriting”,on or about ,2023.The date of this

90、prospectus is ,2023.2023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htm7/284iv2023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/A

91、rchives/edgar/data/1873454/0002203/e4313_f-1.htm8/284 TABLE OF CONTENTS PageProspectus Summary1Risk Factors22Special Note Regarding Forward-Looking Statements61Industry and Market Data62Use of Proceeds63Dividend Policy64Capitalization65Dilution66Exchange Rate Information67Corporate Histor

92、y and Structure68Selected Consolidated Financial Data71Managements Discussion and Analysis of Financial Condition and Results of Operations72Business90Regulation125Management141Related Party Transactions147Principal Shareholders149Description of Share Capital and Governing Documents150Shares Eligibl

93、e for Future Sale160Material Income Tax Considerations162Underwriting167Expenses Related to this Offering172Legal Matters173Experts173Enforcement of Liabilities174Where You Can Find Additional Information175Index to Consolidated Financial StatementsF-1 We are responsible for the information containe

94、d in this prospectus and any free writing prospectus we prepare orauthorize.We have not,and the underwriters have not,authorized anyone to provide you with different information,and weand the underwriters take no responsibility for any other information others may give you.We are not,and the underwr

95、itersare not,making an offer to sell our ordinary shares in any jurisdiction where the offer or sale is not permitted.You shouldnot assume that the information contained in this prospectus is accurate as of any date other than the date on the front coverof this prospectus,regardless of the time of d

96、elivery of this prospectus or the sale of any ordinary shares.For investors outside the United States:Neither we nor the underwriters have done anything that would permit this offering orpossession or distribution of this prospectus in any jurisdiction,other than the United States,where action for t

97、hat purpose isrequired.Persons outside the United States who come into possession of this prospectus must inform themselves about,and observeany restrictions relating to,the offering of the ordinary shares and the distribution of this prospectus outside the United States.We are incorporated under th

98、e laws of the Cayman Islands as an exempted company with limited liability and a majority of ouroutstanding securities are owned by non-U.S.residents.Under the rules of the U.S.Securities and Exchange Commission,or theSEC,we currently qualify for treatment as a“foreign private issuer.”As a foreign p

99、rivate issuer,we will not be required to fileperiodic reports and financial statements with the Securities and Exchange Commission,or the SEC,as frequently or as promptly asdomestic registrants whose securities are registered under the Securities Exchange Act of 1934,as amended,or the Exchange Act.U

100、ntil and including,2023(25 days after the date of this prospectus),all dealers that buy,sell or trade our ordinaryshares,whether or not participating in this offering,may be required to deliver a prospectus.This delivery requirement is inaddition to the obligation of dealers to deliver a prospectus

101、when acting as underwriters and with respect to their unsoldallotments or subscriptions.v2023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htm9/284 2023/2/9https:/www.sec.gov/Archives/edg

102、ar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htm10/284 vi2023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.h

103、tm11/284 2023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htm12/284 2023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edg

104、ar/data/1873454/0002203/e4313_f-1.htm13/284vii2023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htm14/284 2023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002

105、203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htm15/284 2023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htm16/284viii2023/2/9https:/www.se

106、c.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htm17/284 CONVENTIONS THAT APPLY TO THIS PROSPECTUS We control and receive the economic benefits and absorb losses of the VIE and its subsidiaries business op

107、erations through theContractual Arrangements(defined hereinafter).Based on the Contractual Arrangements,we account for Jiangxi Ruanyun as a VIE.More specifically,we have the power to direct the activities Jiangxi Ruanyun and become the primary beneficiary of JiangxiRuanyun for accounting purposes th

108、rough such Contractual Arrangements,which are less effective than direct ownership.Ourpower to direct the activities of Jiangxi Ruanyun and our position of being the primary beneficiary of Jiangxi Ruanyun foraccounting purposes are limited to the conditions that we met for consolidation of Jiangxi R

109、uanyun under U.S.GAAP.Suchconditions include that(i)we have the power to direct the activities that could most significantly affect the economic performanceJiangxi Ruanyun,and(ii)we are entitled to receive benefits and obligated to absorb losses from Jiangxi Ruanyun that couldpotentially be signific

110、ant to Jiangxi Ruanyun.Accordingly,we consolidate the accounts of Jiangxi Ruanyun for the periods presentedherein,in accordance with Regulation S-X-3A-02 promulgated by the SEC,and ASC Topic 810-10,Consolidation:Overall.Webelieve the Contractual Arrangements are in compliance with the current PRC la

111、ws and are legally enforceable.However,uncertainties in the interpretation and enforcement of the PRC laws,regulations and policies could affect the validity of theContractual Arrangements or limit our ability to enforce the Contractual Arrangements.Furthermore,the Contractual Arrangementshave not b

112、een tested in a court of law.As a result,we may be unable to consolidate the VIE and its subsidiaries in the consolidatedfinancial statements.Our position of being the primary beneficiary of the VIE and its subsidiaries also depends on the authorizationby the shareholders of the VIE to exercise voti

113、ng rights on all matters requiring shareholders approval in the VIE.As of the date ofthis prospectus,we believe that the agreements on the authorization to exercise shareholders voting power are valid and legallyenforceable.See“Risk Factors-Risks Related to our Corporate Structure”for further inform

114、ation.We are offering ordinary shares of Ruanyun Edai Technology Inc.,a holding company incorporated in the Cayman Islands.“PRC”or“China”refers to the Peoples Republic of China,excluding,for the purpose of this prospectus,Taiwan.Hong Kong”refers to the special administrative region of the Peoples Re

115、public of China.“RMB”or“Renminbi”refers to the legal currency of China.“HKD”or“HK$”refers to the legal currency of Hong Kong.“$”or“U.S.dollars”refers to the legal currency of the United States.“PRC laws”,“PRC laws and regulations”refers to the laws and regulations that apply to the mainland of China

116、,excluding,forthe purpose of this prospectus,Taiwan,Hong Kong and Macau.We have made rounding adjustments to some of the figures included in this prospectus.Accordingly,numerical figures shownas totals in some tables may not be an arithmetic aggregation of the figures that preceded them.Unless the c

117、ontext indicates otherwise,all information in this prospectus assumes no exercise by the underwriters of their over-allotment option and no exercise of the underwriters warrants.Our reporting currency is U.S.dollars.The functional currency of the Company and its subsidiaries incorporated in Hong Kon

118、gis U.S.dollars.The functional currency of the Companys PRC subsidiaries,the VIE and its subsidiaries is RMB.The determinationof the respective functional currency is based on the criteria of Accounting Standards Codification(“ASC”)Topic 830,ForeignCurrency Matters.The consolidated financial stateme

119、nts are translated from the functional currency to the reporting currency,USD.We use the average exchange rate for the year and the exchange rate at the balance sheet date to translate the operating results andfinancial position,except for equity,respectively.For equity items,we used the historical

120、exchange rate to translate the equity itemsfrom functional currency to reporting currency.Translation differences are recorded in accumulated other comprehensive income,acomponent of shareholders deficits.Transactions denominated in foreign currencies are re-measured into the functional currency att

121、he exchange rates prevailing on the transaction dates.Monetary assets and liabilities denominated in foreign currencies are re-measured at the exchange rates prevailing at the balance sheet date.Non-monetary items that are measured in terms of historicalcosts in foreign currency are re-measured usin

122、g the exchange rates at the dates of the initial transactions.Exchange gains and lossesare included in the consolidated statements of operations and comprehensive income(loss).The consolidated balance sheet amounts,with the exception of equity,at March 31,2022 and 2021 were translated RMB 6.3393 to$

123、1.00 and at RMB 6.5518 to$1.00respectively.Equity accounts were stated at their historical rates.The average translation rates applied to consolidated statements ofoperations and cash flows for the years ended March 31,2022 and 2021 were RMB 6.4180 to and$1.00 and RMB 6.7834 to$1.00,respectively.ix2

124、023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htm18/284 PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus and does not contain all

125、of theinformation you should consider before investing in our ordinary shares.You should read the entire prospectus carefully,including“Risk Factors,”“Managements Discussion and Analysis of Financial Condition and Results of Operations,”and our consolidatedfinancial statements and the related notes

126、thereto,in each case included in this prospectus.You should carefully consider,amongother things,the matters discussed in the section of this prospectus titled“Business”before making an investment decision.Overview-What is Ruanyun We are a data driven artificial intelligence,or A.I.,technology compa

127、ny focused on kindergarten through year twelve,or K-12education in China.We bring technology to schools,and we are committed to reforming the traditional Chinese education andlearning model by facilitating schools,teachers and students with new teaching,learning,and assessment methods in the A.I.era

128、.We believe the road to college should come with directions.Our mission is to help each K-12 student understand their specialtyand find their way to higher education and future success.We believe we have one of the most comprehensive online learningecosystems covering all K-12 subject fields and gra

129、de levels,one of the largest academic exercise question banks that is designedand built for interactive learning,and one of the most advanced A.I.algorithms that power such questions,all of which areaccessible online and on demand.As of November 30,2022,our online academic exercise question bank has

130、 accumulated more than 10 billion test datagenerated by approximately 14.26 million students from more than 27,000 schools and we have issued over 298 million evaluationreports.With the continuous collection and analyzing of students online learning data,our A.I.algorithms are constantly expandingan

131、d upgrading,reaching an evaluation accuracy rate of 97%(based on our own calculations),allowing us to provide students withtailored and effective learning strategies.We believe that,in time,our online learning platform will be proven revolutionary inaffecting the advancement of Chinas K-12 education

132、 system.As of November 30,2022,approximately 14.26 million students use Jiangxi Ruanyun to collect their daily homework exercisedata,prepare for a test or attend the Academic Proficiency Assessment,which is an official assessment across all subjects taught inschools,conducted by the Education Testin

133、g Authority in China.This allows us to understand each student better and enables us tohelp them reach the next level of educational success with an effective strategy,every step of the way.We value our proprietary technologies and strong research and development capabilities,which we believe differ

134、entiate us fromother companies in our industry.As of the date of this prospectus,we have an intellectual property portfolio consisting of 11 patents(9 of which have been registered and 2 are pending)and 23 trademarks filed with the PRC State Intellectual PropertyAdministration,50 copyrights register

135、ed with the PRC State Copyright Bureau,and 8 domain names.What We Offer Over the last decade,our A.I.learning platform has expanded from learning to assessment in school to A.I application,servicesand hardware.We believe we are a trend-setter in reforming the traditional education model in China usi

136、ng the technologicalprogress brought about by the advent of A.I.technology.We believe we are the only educational A.I.company in China that servesboth everyday learning and Academic Proficiency Test in school.We provide computerized testing for Chinas Academic ProficiencyTest,or ATP,which is equival

137、ent to the SAT in China.Our everyday learning to official assessment model allows us to expand into arange of personalized“online”services and“offline”products for students in high demand.12023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archi

138、ves/edgar/data/1873454/0002203/e4313_f-1.htm19/284 We currently sell our products and services through two primary product lines,namely our SmartExam solution andSmartHomework solution.Our SmartHomework solution delivers personalized learning solutions for students to study moreeffectivel

139、y.Teachers can adjust instructions for students based on their specific needs.In addition,our SmartExam solution helpsdeliver Chinas Academic Proficiency Test,which is required in China for obtaining a high-school diploma,in computer-basedformat.We also provide self-learning solutions and smart-devi

140、ces,such as smart printer/smart headset for everyday study and testpreparation.Everyday Teaching and Learning Our SmartHomework system is a digital teaching and learning decision platform,which collects paper-based homework datawith our intelligent scanning machine.During collection,the system can e

141、valuate the grasp of knowledge for each student,and theteacher can adjust instructions for students based on their specific needs.Items that should be reviewed in the next class and AIgenerated instructions are provided to the teacher immediately.As the homework data is collected,the system generate

142、s a personalized exercise book,or P.E.Book,with analogy questionspersonalized for each student.Our professional“Personalized Publishing”service delivers the P.E.Book in print within 24 hours.This helps each student study more effectively without changing their normal study habits.The items that stud

143、ents practice would bedetermined by their own study data,and it is published to them in a personalized and timely style.In addition,our A.I.learning platform provides teachers and students with additional online services.Based on the homeworkdata collected,the system helps teachers adjust their inst

144、ructions for students who are either ahead or behind in their studies.Thestudents,on the other hand,have access to their historic study data.Personalized online courses and adaptive online practices arealso provided on demand.While practicing online,the system provides consistent feedback to help st

145、udents stay on course in theirstudies.We believe this is a revolutionary tool for students to learn and that it can significantly improve their academic performance.We continuously accumulate students learning data during their learning process,analyzing students logical thinking,spatialimagination,

146、language skills,analytical reasoning and other specific characteristics.This allows us to provide both scientific andempirical assessments to each student and recommend solutions based on his/her individual learning needs.In July 2021,the China central government officially released the“Opinions on

147、Further Reducing the Burden of ExcessiveHomework and Off-Campus Tutoring for Students Undergoing Compulsory Education”,or the Opinions,policy,seeking to decreaseworkloads for students and overhaul the private tutoring sector.In the policy,it states that elementary students must finish homeworkin-sch

148、ool,and junior high school students finish most of their homework in-school.Our SmartHomework solution provides in-school service aiming to help students to study more efficiently.Under the background of the Opinions,local governments havequickly chosen our SmartHomework solution to push new reforms

149、 into effect throughout Jiangxi Province.Academic Proficiency Test Chinas Academic Proficiency Test is an official assessment across all subjects taught in school.There are eleven subjectassessments which include Chinese,Math,English,Physics,Chemistry,Biology,Political Science,History,Geography,Info

150、rmationTechnology and General Technology.APT assessments covering these 11 subjects need to be taken both during the secondary andhigh school periods.The secondary school APT assessments would be included as part of the high school admission process,whilethe high school APT is a pre-requisite for ob

151、taining ones high school diploma.22023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htm20/284 We began providing computer-based APT services for the subject of Biology in 2013 and expande

152、d to all eleven subjects in2017.Today,our SmartExam platform covers all aspects of the APT test,from attesting and management of systems,to buildingtest contents,and constructing certified test centers.We also provide services to help testing Authorities with staff training,onsitemanagement to acade

153、mic proficiency evaluations.As of November 30,2022,we believe we are the only computer-basededucational APT assessment vendor in China for all subjects.Chinas education ministry promoted local education authorities to adopt computer-based APT to replace traditional paper-based exam gradually.Influen

154、ced by the“Opinions on Further Reducing the Burden of Excessive Homework and Off-CampusTutoring for Students Undergoing Compulsory Education”,or the Opinions,policy,high school and college admission decisions willtake APT grades and multi-dimensional assessment into consideration.In such,for junior

155、or senior high school students,APT scoresare required for higher level education admissions.For senior high school graduates seeking to study overseas,official APT gradesare widely accepted by institutions around the world.Test Preparation Building on the APT assessment services,we have introduced t

156、est-preparation books and adaptive practice applications andbegan to invest in building smart devices that further enhance students learning experience and efficiency.This is how wedeveloped APT practices books for each subject and invented Jiangxi Ruanyun Smart-Headset for English assessments.Stude

157、ntswho take any mock test in our online practice application have access to video lessons and will receive personalized study resourcesbased on their test results.Industry Background Chinas National Peoples Congress enacted the PRC Educational Law which sets forth provisions relating to the fundamen

158、taleducation system in China.This includes the school system of preschool,elementary school,middle,or secondary,school and highschool(namely,K-12),with grades from one through twelve being compulsory education.The law also stipulates a system ofeducational certificates,which require taking a series

159、of tests and pass certain exams.The pinnacle of such exams is the NationalCollege Entrance Exam,or NCEE,also known as Gao Kao.Today,China has the largest K-12 education system in the world.According to Ministry of Education of the Peoples Republicof China,as of December 2021,Chinas K-12 system had o

160、ver 184 million students,including approximately 108 million primaryschool students,50 million secondary school students and 26 million high school students across over 221,800 schools.Over the past 40 years,particularly since China resumed the NCEE in 1977,Chinas K-12 educational system has beensho

161、uldering the responsibility of both providing public education to the masses as well as training and selecting a large number ofqualified professionals.In July of each year,millions of Chinese high school graduates take the NCEE.Their NCEE scores willdetermine whether the students have the option to

162、 continue with their more advanced studies in colleges and universities,or enterinto the general workforce,most occupations of which do not have college degree requirements and therefore inadvertently sustain alesser social and economic status.Hence,the term“one test for life”describes Gao Kao as an

163、 existential turning point in millions ofyoung peoples lives each year in China.From 2019 to 2020,according to the China National Bureau of Statistics as of Ministry of Education of the Peoples Republicof China,Chinas national education expenditure was 4.22%of GDP,which represented a higher level of

164、 such spending amongdeveloping and developed countries alike.In 2020,Chinas educational spending was 4.2 trillion RMB(approximately$640 billion),a year-over-year growth of 7.10%.Since 2016,the Education Ministry of China has made various attempts to reform Chinaseducational system,aiming to rid the“

165、one test for life”reality and to evaluate students performance and potentials on a morecomprehensive basis.This is a reform of tremendous undertaking and is expected to be carried out to each provincial and municipallevel within China.However,in its early stage,Chinas well-intended and sometimes hea

166、vy-handed approach to such a reform hasnot been without adverse consequences,which we believe mainly stem from the following issues:The distribution of educational resources is uneven in China.In a modern and fast-paced society,the traditional ways of teaching,learning and academic evaluation are pr

167、oven lessefficient,effective and fair.Without a new and more holistic approach in place,standardized test-taking still dominates students performance evaluation.32023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0001

168、733/e4313_f-1.htm21/284 Consequently,the competition for resources and the emphasis on the results of standardized tests have only intensified,whiletech-savvy students and parents look to the internet for gaining a competitive edge and academic advancement.As a result,centraland local gov

169、ernments alike are seeking solutions to this matter.According to iResearch as of December 2020,the market size ofChinas K-12 after-school tutoring education reached 530 billion RMB(approximately$79 billion)as of 2020.Meanwhile,according to the China Statistics Bureau,Chinas household education and e

170、ntertainment expenditure grew at a compound rate ofover 7%from 2014 to 2021.We aspire to be the preferred A.I.educational technology provider to Chinas approximate 184 millionK-12 students in about 221,800 schools.According to Duojing Caiptal as of December 2019,the traditional K-12 student homework

171、 book market alone reached overRMB102.3 billion(approximately$16 billion)in 2019.With the recent digital transformation ongoing in Chinas school system andadvanced AI technologies,personalized homework books are introduced to help students study efficiently.Personalized homeworkbooks can be in both

172、digital and paper-based format.Such books contain custom-made learning and practice content for each studentby classification according to students current learning situations and learning abilities.They can be delivered to students online orpublished and delivered in paper by demand.We believe this

173、 new form of publishing is becoming one of the most sought aftermodels with an expected RMB80 billion(approximately$12 billion)in market size in 2026 according to the Company estimates andcalculations.In addition,the computer-based APT is also setting a new trend for the test-preparation market.As t

174、he assessment is changingfrom paper-based to computerized format,the test preparation solutions and smart devices markets is experiencing rapid growth.Thecomputer-based assessment is currently being implemented in one province(Jiangxi)as the pilot project for the China EducationDepartment.According

175、to iResearch,as of September 2022,the smart learning device market reached RMB35.3 billion(approximately$5.4 billion)in 2020 and is expected to grow to over RMB 66 billion(approximately$10.25 billion)as thecomputer-based test format becomes mainstream.Our Strengths-What Sets Us Apart We believe the

176、following competitive strengths differentiate us from our competitors and have contributed to our success:Integration with Schools:We strongly believe that students should do most of their learning in schools,therefore we bringour technology to them there.We deliver online academic exercise content,

177、build A.I.Study Rooms on campuses,andintegrate our SmartHomework platform with students daily learning.Leading Technologies:Since inception,we have continued to develop our proprietary big data analytic and online A.I.algorithms;they underpin the delivery of our products and services for the benefit

178、 of improving students learningefficiency and academic performance.We have invested significant resources in research and development,and we havebuilt a strong research and development team.Big Data:Since establishment,our database has accumulated more than 10 billion study data generated by over 14

179、.26million users in more than 27,000 schools,and we have issued over 298 million evaluation report reports.High Quality Content:We believe the academic exercise question bank that we have created is a leader in the market.Itcovers all grades and subjects and has over 15,064 high-quality knowledge po

180、ints as of November 30,2022.It is in highdemand by schools,other educational service providers,and testing authorities.Customer Loyalty:We have built our user base by serving our users learning journeys,which we believe leads to a highdegree of loyalty to our brand.Our customer base also enables us

181、to continually cross-sell and upsell our products andservices and to expand our market share.Scalable Business Model:Capitalizing on our proprietary technology infrastructure,our consumer,or 2C,and governmentprocurement,or 2G,businesses can be expanded and replicated with consistency very quickly,wh

182、ich,in the foreseeablefuture,we believe will help us achieve economy of scale and profitability and enable us to efficiently address the needs ofour customers.Visionary and Experienced management team.We have a visionary and experienced management team with strongexecution capability.We believe that

183、 the extensive experience,service and product knowledge,strategic vision andexecution capabilities of our management team will allow us to continue to execute our growth strategies to achieve ahigh level of success.42023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.

184、htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htm22/284 Our Strategies-How We Approach the Future We seek to be a major technological solution provider with respect to Chinas education reform and to lead the development ofthe A.I.learning industry.Our primary goal is

185、 to establish ourselves as a dominant A.I.educational technology company in China.We plan to pursue the following growth strategies to achieve our goals:Further develop and pursue existing marketing channels;Expand service offerings on our learning platform;Continue to offer ancillary products and s

186、ervices;Utilize a top-down marketing approach for school integration;Develop new products and services for enhancing the online learning experience:Promote our Personalized Exercise Book service to active users:Accelerate the market expansion of SmartExam services:and Strengthen the construction of

187、our exercise bank.Corporate History and Structure Ruanyun Edai Technology Inc.,or Ruanyun,is a holding company and was incorporated in the Cayman Islands on March 11,2021.Ruanyun,through its consolidated subsidiaries,the VIE,and the VIEs subsidiaries,is primarily engaged in providing onlineacademic

188、exercise question banks with A.I.capabilities,online classes and homework,and on-demand lectures and evaluations thatcover all K-12 subject fields and grade levels.Our principal operations and geographic markets are mainly in the PRC.We are a holding company incorporated in the Cayman Islands.As a h

189、olding company with no material operations of our own,we conduct a substantial majority of our operations through the VIE and its subsidiaries in China.We control and receive theeconomic benefits and absorb losses of the VIE and its subsidiaries business operations through certain contractual arrang

190、ementswith Jiangxi Ruanyun and its shareholders,or the Contractual Arrangements.The ordinary shares offered in this offering are sharesof our offshore holding company,Ruanyun Edai Technology Inc.,instead of shares of the VIE or its subsidiaries in China.For adescription of the Contractual Arrangemen

191、ts,see“Corporate History and StructureContractual Arrangements.”Based on theContractual Arrangements,we account for Jiangxi Ruanyun as a VIE.More specifically,we have the power to direct the activities ofJiangxi Ruanyun and become the primary beneficiary of Jiangxi Ruanyun for accounting purposes th

192、rough such ContractualArrangements,which are less effective than direct ownership.Our power to direct the activities of Jiangxi Ruanyun and our positionof being the primary beneficiary of Jiangxi Ruanyun for accounting purposes are limited to the conditions that we met forconsolidation of Jiangxi Ru

193、anyun under U.S.GAAP.Such conditions include that(i)we have the power to direct the activities thatcould most significantly affect the economic performance of Jiangxi Ruanyun,and(ii)we are entitled to receive benefits andobligated to absorb losses from Jiangxi Ruanyun that could potentially be signi

194、ficant to Jiangxi Ruanyun.Accordingly,weconsolidate the accounts of Jiangxi Ruanyun for the periods presented herein,in accordance with Regulation S-X-3A-02promulgated by the SEC,and ASC Topic 810-10,Consolidation:Overall.Only if we meet the aforementioned conditions to be theprimary beneficiary of

195、Jiangxi Ruanyun under U.S.GAAP,we will consolidate Jianxi Ruanyun and Jiangxi Ruanyun will be treatedas our consolidated affiliated entities for accounting purposes.We believe the Contractual Arrangements are in compliance with thecurrent PRC laws and are legally enforceable.However,uncertainties in

196、 the interpretation and enforcement of the PRC laws,regulations and policies could affect the validity of the Contractual Arrangements or limit our ability to enforce the ContractualArrangements.Furthermore,the Contractual Arrangements have not been tested in a court of law.As a result,we may be una

197、ble toconsolidate the VIE and its subsidiaries in the consolidated financial statements.Our position of being the primary beneficiary of theVIE and its subsidiaries also depends on the authorization by the shareholders of the VIE to exercise voting rights on all mattersrequiring shareholders approva

198、l in the VIE.As of the date of this prospectus,we believe that the agreements on the authorization toexercise shareholders voting power are valid and legally enforceable.See“Risk Factors-Risks Related to our Corporate Structure”for further information.52023/2/9https:/www.sec.gov/Archives/edgar/data/

199、1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htm23/284 Reorganization On March 11,2021,Ruanyun was incorporated with limited liability under the laws of the Cayman Islands.On December 24,2020,Soft Cloud Technology Limited,or Soft

200、 Cloud,was established in accordance with the law and regulations of Hong Kong andsubsequently became the wholly owned subsidiary of Ruanyun.Soft Cloud is a holding company and holds all the equity interests ofRollingthunder Technology(Jiangxi)Co.,Ltd,or WFOE,which was established in the PRC on Janu

201、ary 19,2021.Jiangxi RuanyunTechnology Co.,Ltd.,or Jiangxi Ruanyun,or the VIE,was established on March 27,2012 under the laws of the PRC.The mainoperation of Jiangxi Ruanyun includes a focus on A.I.database and testing center development.Jiangxi Ruanyun formed thefollowing subsidiaries subsequent to

202、its establishment:Jiangxi Ruanyun Technology Co.,Ltd.(Shenzhen Branch),or Shenzhen Ruanyun,a company incorporated on March 27,2017 in the PRC.It is a branch office of Jiangxi Ruanyun and mainly operating an A.I.database.Jiangxi Alphabet Technology Co.,Ltd.,or Jiangxi Alphabet,a company incorporated

203、on February 21,2017 in the PRC.Itis a 70%subsidiary of Jiangxi Ruanyun and mainly operates in paperless testing center development.Jiangxi Jiaotou Technology Co.,Ltd.,or Jiangxi Jiaotuo,a company incorporated on December 31,2020 in the PRC.Jiangxi Ruanyun has 65%equity interest in Jiangxi Jiaotuo,wh

204、ich mainly operates in personalized homework bookdevelopment.Jiangxi Huizuoye Technology Co.,Ltd.,or Jiangxi Huizuoye,a company incorporated on April 8,2021 in the PRC.Jiangxi Ruanyun has 51%equity interest in Jiangxi Huizuoye,which mainly operates in electronic publications.On April 8,2021,WFOE ent

205、ered into a series of contractual arrangements with Jiangxi Ruanyun and its shareholders,whichallow Ruanyun to have controlling financial interest in Jiangxi Ruanyun,or the VIE.Subject to the conditions that we have satisfiedfor consolidation of Jiangxi Ruanyun under U.S.GAAP.Such conditions include

206、 that(i)we have the power to direct the activitiesthat could most significantly affect the economic performance of Jiangxi Ruanyun,and(ii)we are entitled to receive benefits andobligated to absorb losses from Jiangxi Ruanyun that could potentially be significant to Jiangxi Ruanyun.Under the United S

207、tatesgenerally accepted accounting principle,or US GAAP,Ruanyun was deemed to be the primary beneficiary of the VIE for accountingpurposes and must consolidate the VIE.These Contractual Arrangements include an Exclusive Equity Interest Purchase Agreement,an Equity Interest Pledge Agreement,Powers of

208、 Attorney,an Exclusive Technical Consulting and Service Agreement andSupplementary Agreements to the Exclusive Technical Consulting and Service Agreement.Ruanyun together with its wholly-ownedsubsidiary Soft Cloud,and its subsidiary,WFOE and the VIE and its subsidiaries were effectively controlled b

209、y the sameshareholders before and after the reorganization.The consolidated financial statements are prepared on the basis as if thereorganization became effective as of the beginning of the first period presented in the accompanying consolidated financialstatements of the Company.The charts below s

210、ummarize our corporate legal structure and identify our subsidiaries,the VIE and its subsidiaries as of thedate of this prospectus and upon closing of this offering:2023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0

211、002203/e4313_f-1.htm24/284 Name Background OwnershipSoft Cloud Technology Limited A Hong Kong company formed onDecember 24,2020 100%owned by Ruanyun EdaiTechnology Inc.Rollingthunder Technology(Jiangxi)Co.,Ltd A PRC company formed on January 19,2021 100%owned by Soft Cloud TechnologyLimit

212、edJiangxi Ruanyun Technology Co.,Ltd.A PRC company formed on March 27,2012 VIE of Rollingthunder Technology(Jiangxi)Co.,LtdJiangxi Ruanyun Technology Co.,Ltd.(Shenzhen Branch)A PRC company formed on March 27,2017 100%owned by Jiangxi RuanyunTechnology Co.,Ltd.Jiangxi Alphabet Technology Co.,Ltd.A PR

213、C company formed on February21,2017 70%owned by Jiangxi RuanyunTechnology Co.,Ltd.Jiangxi Jiaotou Technology Co.,Ltd.A PRC company formed on December31,2020 65%owned by Jiangxi RuanyunTechnology Co.,Ltd.Jiangxi Huizuoye Technology Co.,Ltd.A PRC company formed on April 8,2021 51%owned by Jiangxi Ruan

214、yunTechnology Co.,Ltd.Share Consolidation On October 17,2022,Ruanyun,with the approval of its board of directors and shareholders,effected a 1-for-2 share consolidation ofall of its issued and unissued ordinary shares,or the share consolidation,whereby each two ordinary shares of par value of$0.0001

215、each were consolidated into one ordinary share of par value of$0.0002 each,following which the share capital of Ruanyun was$1,000,000 divided into 5,000,000,000 shares with a par value of$0.0002 each.Any and all fractional shares were rounded up to thenearest whole share.As of the date of this prosp

216、ectus,30,000,004 ordinary shares of Ruanyun are issued and outstanding.Unlessotherwise stated in this prospectus,we have retroactively restated all share and per share data for all of the periods presented in thisprospectus to reflect the share consolidation.Contractual Arrangements In order to comp

217、ly with the PRC laws and regulations which prohibit or restrict foreign control of companies involved inprovision of value-added telecommunication services and other restricted businesses,we operate substantially all of our businessthrough certain PRC domestic companies.As such,Jiangxi Ruanyun is co

218、ntrolled through the Contractual Arrangements,in lieu ofany direct or indirect equity ownership by Ruanyun or any of its subsidiaries,which were signed on April 8,2021.62023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/18734

219、54/0002203/e4313_f-1.htm25/284 Despite the lack of equity ownership,Ruanyun controls the VIEs financial interest through the Contractual Arrangements.Theequity interests of the VIE are legally held by PRC individuals,or the Nominee Shareholders.The Nominee Shareholders whoindividually hol

220、d more than 5%equity interests of the VIE,including Fu Yan,Zhao Cong,Li Baihua,Wang Bin,and ShanghaiYuyuan Asset Management Partnership(Limited Partnership),collectively own 71.78%of the VIE.Through the ContractualArrangements,the Nominee Shareholders effectively assign all their voting rights under

221、lying their equity interests in the VIE toRuanyun,and therefore,Ruanyun has the power to direct the activities of the VIE that most significantly impact economicperformance.Ruanyun also has the right to receive economic benefits and the obligation to absorb losses from the VIE thatpotentially could

222、be significant to the VIE.Based on the above,Ruanyun consolidates the accounts of the VIE in accordance withRegulation S-X-3A-02 promulgated by the SEC and Accounting Standards Codification,or ASC,Topic 810-10,Consolidation:Overall.The significant terms of the Contractual Arrangements are as follows

223、:Exclusive Equity Interest Purchase Agreement Pursuant to the Exclusive Equity Interest Purchase Agreement entered into amongst Jiangxi Ruanyun,the NomineeShareholders and the WFOE,the Nominee Shareholders granted the WFOE or its designated party,an irrevocable and exclusiveright to purchase all or

224、part of the equity interests held by the Nominee Shareholders in Jiangxi Ruanyun at its sole discretion,to theextent permitted under the PRC laws,at an amount equal to the minimum consideration permitted under the applicable PRC law andadministrative regulations.Any proceeds received by the Nominee

225、Shareholders from the exercise of the options shall be remitted tothe WFOE to the extent permitted under PRC laws.In addition,Jiangxi Ruanyun and the Nominee Shareholders have agreed thatwithout prior written consent of the WFOE,they will not create any pledge or encumbrance on their equity interest

226、s in the VIE,ortransfer or otherwise dispose of their equity interests in Jiangxi Ruanyun.The term of the agreement is ten years and can be extendedby another ten years by the WFOE.Equity Interest Pledge Agreement Pursuant to the Equity Interest Pledge Agreement entered into amongst the WFOE and the

227、 Nominee Shareholders,the NomineeShareholders pledged all of their equity interests in Jiangxi Ruanyun to the WFOE as collateral to secure their obligations.If theNominee Shareholders breach their respective contractual obligations under the share pledge agreement,the WFOE,as pledgee,willbe entitled

228、 to rights,including the right to dispose the pledged equity interests entirely or partially.The Nominee Shareholdersagreed not to transfer or otherwise create any encumbrance on their equity interests in Jiangxi Ruanyun without prior consent of theWFOE.The Equity Interest Pledge Agreement will rema

229、in effective until all the obligations have been satisfied in full.Ruanyun hascompleted the registration of the pledge of equity interests in the VIE with the relevant office of Administration for MarketRegulation in accordance with the PRC Property Rights Law.Powers of Attorney Pursuant to the Powe

230、rs of Attorney entered into by the Nominee Shareholders,each Nominee Shareholder appointed the WFOEto act on behalf of the Nominee Shareholder as exclusive agent and attorney with respect to all matters concerning the shareholdingincluding,but not limited to,(1)calling and attending shareholders mee

231、tings of Jiangxi Ruanyun;(2)exercising all theshareholders rights,including voting rights;and(3)appointing at its sole discretion a substitute or substitutes to perform any or allof its rights.The powers of attorney remain irrevocable and continuously valid from the date of execution so long as each

232、 NomineeShareholder remains a shareholder of Jiangxi Ruanyun unless the WFOE issues adverse instructions in writing.Exclusive Technical Consulting and Service Agreement Pursuant to the Exclusive Technical Consulting and Service Agreement entered between the WFOE and Jiangxi Ruanyun,theWFOE or its de

233、signated entities affiliated with it has the exclusive right to provide Jiangxi Ruanyun with technical support andbusiness support services in return for fees equal to 100%of the consolidated net profits of Jiangxi Ruanyun.The WFOE has solediscretion in determining the service fee charged under this

234、 agreement.Without the WFOEs prior written consent,Jiangxi Ruanyunshall not,directly or indirectly,obtain the same or similar services as provided under this agreement from any third party,or enterinto any similar agreement with any third party.The WFOE will have the exclusive ownership of all intel

235、lectual property rightsdeveloped by performance of this agreement.This agreement will remain effective until it is terminated at the discretion of theWFOE or upon the transfer of all the shares of Jiangxi Ruanyun to the WFOE and/or a third party designated by the WFOE.On April 2,2022,Jiangxi Ruanyun

236、 and the WFOE signed the Supplementary Agreement to the Exclusive Technical Consultingand Service Agreement,or the Supplementary Agreement.Pursuant to the Supplementary Agreement,consulting fees can be 100%of Jiangxi Ruanyuns annual profits,and Jiangxi Ruanyun shall provide the WFOE with a report in

237、 relation to such consulting feeswithin three business days after each year in accordance with the Supplementary Agreement.2023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htm26/284On Oc

238、tober 18,2022,Jiangxi Ruanyun and the WFOE signed an additional Supplementary Agreement to the ExclusiveTechnical Consulting and Service Agreement,or the Second Supplementary Agreement.Pursuant to the Second SupplementaryAgreement,the WFOE shall be obligated to provide financial support to Jiangxi R

239、uanyun to ensure it meets the cash flowrequirements in daily operation and/or offsets any losses incurred during its operation.72023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htm27/284

240、 Based on the foregoing Contractual Arrangements,we account for Jiangxi Ruanyun as a VIE.We have the power to direct theactivities of Jiangxi Ruanyun and become the primary beneficiary of Jiangxi Ruanyun for accounting purposes through suchContractual Arrangements,which are less effective than direc

241、t ownership.Our power to direct the activities of Jiangxi Ruanyun andour position of being the primary beneficiary of Jiangxi Ruanyun for accounting purposes are limited to the conditions that we metfor consolidation of Jiangxi Ruanyun under U.S.GAAP.Such conditions include that(i)we have the power

242、to direct the activitiesthat could most significantly affect the economic performance of Jiangxi Ruanyun,and(ii)we are entitled to receive benefits andobligated to absorb losses from Jiangxi Ruanyun that could potentially be significant to Jiangxi Ruanyun.Accordingly,weconsolidate the accounts of Ji

243、angxi Ruanyun for the periods presented herein,in accordance with Regulation S-X-3A-02promulgated by the SEC,and ASC Topic 810-10,Consolidation:Overall.Only if we meet the aforementioned conditions to be theprimary beneficiary of Jiangxi Ruanyun under U.S.GAAP,we will consolidate Jianxi Ruanyun and

244、Jiangxi Ruanyun will be treatedas our consolidated affiliated entities for accounting purposes.We do not hold any equity interests in the VIE,we control the VIE through the Contractual Arrangements,the ContractualArrangement may not be effective in providing control over the VIE,and which may involv

245、e inherent risks and uncertaintiesincluding but not limited to:i)the uncertainty of the interpretation and the application of the PRC laws and regulations or any futureactions of the PRC government in this regard that could disallow the VIE structure,which may cause the Contractual Arrangementsto be

246、 invalid and unenforceable,and as a result,we may not be able to consolidate the VIE nor be entitled to treat the VIEs assets,revenue and results of operations as our assets,which would likely result in a material change in our operations and the value of ourordinary shares may depreciate significan

247、tly or become worthless;ii)there are uncertainties regarding the status of the rights ofRuanyun with respect to its Contractual Arrangements amongst Jiangxi Ruanyun,the Nominee Shareholders and the WFOE.Wemay face difficulties in enforcing the Contractual Arrangements due to legal uncertainties and

248、jurisdictional limits,as all of ourContractual Arrangements are governed by the PRC laws and any disputes arising from the Contractual Arrangements will be solvedthrough arbitration in the PRC,the relevant PRC authorities and PRC courts may have broad discretion in dealing with the validityand enfor

249、ceability of the Contractual Arrangements and the disputes thereunder,requiring us to restructure our current ownershipstructure or operations,imposing conditions or requirements that we or the VIE may not be able to comply,imposing fines orpenalties on us or the VIE,which may severely affect our bu

250、siness operations and financial conditions,and may significantly impairthe rights of the holders of our ordinary shares;iii)If we had equity interests in the VIE,we would be able to exercise our rights as ashareholder to effect changes in the board of directors of the VIE,which in turn could impleme

251、nt changes,subject to any applicablefiduciary obligations,at the management and operational level,however,we rely on the performance of the VIE and its shareholdersto fulfill their obligations under the Contractual Arrangements for us to exert control over and act as the primary beneficiary of theVI

252、E;although Jiangxi Ruanyun does not have termination rights pursuant to the Contractual Arrangements,it could terminate,orrefuse to perform its obligations under,the Contractual Arrangements,and the shareholders of the VIE may not act in the bestinterests of our Company and may also refuse to perfor

253、m their obligations under the Contractual Arrangements,which would resultin the distractions of our management team and incur substantial cost for us to seek for any possible legal remedies to enforce theContractual Arrangements,and our business operations,financial conditions and future prospects m

254、ay be materially and adverselyaffected,and the value of your ordinary shares may significantly decline or become worthless.See“Risk Factors-We conduct our business through Jiangxi Ruanyun by means of Contractual Arrangements.If the PRC courtsor administrative authorities determine that these contrac

255、tual arrangements do not comply with applicable laws and regulations,wecould be subject to severe penalties and our business could be adversely affected.In addition,changes in such PRC laws andregulations may materially and adversely affect our business.”Furthermore,we have been advised by our PRC c

256、ounsel,Jingtian&Gongcheng,based on their understanding of the current PRClaws,rules and regulations,that(i)the structure for operating our business in China(including our corporate structure andContractual Arrangements between the WFOE,Jiangxi Ruanyun and its shareholders)will not result in any viol

257、ation of PRC laws orregulations currently in effect;and(ii)the Contractual Arrangements among the WFOE and Jiangxi Ruanyun and its shareholdersgoverned by PRC law are valid,binding and enforceable,and will not result in any violation of PRC laws or regulations currently ineffect.However,the Contract

258、ual Arrangements may be determined by PRC authorities to be inconsistent with the laws andregulations of the PRC,including those related to foreign investment in certain industries.If any of the VIE and its subsidiaries ortheir ownership structure or the Contractual Arrangements are determined to be

259、 in violation of any existing or future PRC laws,rulesor regulations,or any of our PRC subsidiary and the VIE and its subsidiaries fail to obtain or maintain any of the requiredgovernmental permits or approvals,the relevant PRC regulatory authorities would have broad discretion in dealing with suchv

260、iolations,including:82023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htm28/284 revoking the business and operating licenses;discontinuing or restricting the operations;imposing conditio

261、ns or requirements with which we or the VIE and its subsidiaries may not be able to comply;requiring us and the VIE and its subsidiaries to restructure the relevant ownership structure or operations,includingtermination of the Contractual Arrangements with the VIE and deregistering the equity pledge

262、 of the VIE,which inturn would affect our ability to consolidate,derive economic interests from,or exert financial control over the VIE;restricting or prohibiting our use of the proceeds from this offering to finance our business and operations in China,and taking other regulatory or enforcement act

263、ions that could be harmful to our business;or imposing fines or confiscating the income from the VIE and its subsidiaries.The imposition of any penalties would severely disrupt our ability to conduct business and have a material adverse effect on ourfinancial condition,results of operations and pros

264、pects,and the value of your Class A ordinary shares may depreciate significantly orbecome worthless.See“Risk Factors-We conduct our business through Jiangxi Ruanyun by means of Contractual Arrangements.Ifthe PRC courts or administrative authorities determine that these contractual arrangements do no

265、t comply with applicable laws andregulations,we could be subject to severe penalties and our business could be adversely affected.In addition,changes in such PRClaws and regulations may materially and adversely affect our business.”How Cash Is Transferred Through our Organization Under the Contractu

266、al Arrangements,cash is transferred among the Company,Soft Cloud,our WFOE,and the VIE,in thefollowing manners:(i)dividends or other distributions may be paid by Rollingthunder Jiangxi,or our WFOE,to the Companythrough Soft Cloud Technology Limited,or Soft Cloud;(ii)Ruanyun Edai Technology Inc.,or Ru

267、anyun(the Cayman Islandsholding company)transfers proceeds raised through this offering or any other offering we conduct at this level to our wholly ownedsubsidiary,Soft Cloud Technology Limited,or Soft Cloud,which in turn transfers such proceeds down to its wholly ownedsubsidiary Rollingthunder Jia

268、ngxi,or the WFOE,in the form of capital contributions or shareholder loans,as the case may be,whichin turn transfers such proceeds in the form of loans to the VIE pursuant to the Contractual Arrangements for the purpose ofconducting business operations;and(iii)funds may be paid by Jiangxi Ruanyun,to

269、 our WFOE,as service fees according to theContractual Arrangements.As of the date of this prospectus,there were no cash flows among the Company,Soft Cloud,Rollingthunder Jiangxi,or ourWFOE,and Jiangxi Ruanyun,or the VIE.As of the date of this prospectus,no dividends or distributions have been made t

270、o therespective shareholders of such entities.For the foreseeable future,the VIE intends to keep any future earnings to re-invest in and finance the expansion of our business.As a result,we do not expect to pay any cash dividends in the near future.We currently do not maintain any cash management po

271、licies that dictate the purpose,amount and procedure of cash transfersamong the Company,Soft Cloud,our WFOE,the VIE,or investors.Rather,the funds can be transferred in accordance withapplicable PRC laws and regulations.For more details,see“Regulations-Regulations Relating to Foreign Exchange Registr

272、ation ofOverseas Investment by PRC Residents.”92023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htm29/284 Compliance issues regarding the transfer of foreign exchange between Chinas over

273、seas and ChinaThere are no foreign exchange controls or foreign exchange regulations under the currently applicable laws of the CaymanIslands and Hong Kong restricting the Companys ability to transfer cash between entities,across borders and to U.S.investors.The PRC government imposes controls on th

274、e convertibility of the Renminbi into foreign currencies and,in certain cases,theremittance of currency out of China.In the fourth quarter of 2016,the Peoples Bank of China and the State Administration ofForeign Exchange,or SAFE,have implemented a series of capital control measures in the subsequent

275、 months,including strictervetting 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 and the VIE dividends and otherdistributions may be subject t

276、o tightened scrutiny in the future.The PRC government also imposes controls on the conversion ofRMB into foreign currencies and the remittance of currencies out of the PRC.Therefore,we may experience difficulties incompleting the administrative procedures necessary to obtain and remit foreign curren

277、cy for the payment of dividends from ourprofits.Furthermore,if our subsidiary in the PRC incurs debt on its own in the future,the instruments governing the debt mayrestrict its ability to pay dividends or make other payments.See“Regulations-Regulations Relating to Foreign ExchangeRegistration of Ove

278、rseas Investment by PRC Residents”for more information.Under our current corporate structure,to fund any cash and financing requirements we may have,the Company may rely onpayments from the VIE under the Contractual Arrangements,and the distribution of dividends to Soft Cloud from WFOE,Rollingthunde

279、r Technology(Jiangxi)Co.,Ltd.Certain payments from the VIE to WFOE are subject to PRC taxes,including VAT.According to the Contractual Arrangements,WFOE is entitled to 100%of the VIEs yearly profit by providing exclusive technicalconsulting services to the VIE.The VIE shall pay the corresponding amo

280、unt according to the agreement for a period of 10 yearsfrom April 8,2021.Current PRC regulations permit our PRC subsidiary to pay dividends to its shareholders only out of itsaccumulated profits,if any,determined in accordance with Chinese accounting standards and regulations.Therefore,WFOE candistr

281、ibute the income obtained under the Contractual Arrangements to Soft Cloud in the form of dividends,with Soft Cloud in turndistributing such revenues to Ruanyun in the form of dividends.The Cayman Companies Act(as amended)(the Companies Act)permits dividend distributions,subject to the provisions of

282、 theCompanys amended and restated memorandum and articles of association,the payment of distributions or dividends to membersmay be made out of the share premium account provided that the Company is able to pay its debts as they fall due in the ordinarycourse of business immediately following the da

283、te on which the distribution or dividend is proposed to be paid.With the exceptionof the foregoing,there are no statutory provisions relating to the payment of dividends or distributions.Based upon English case law,which is regarded as persuasive in the Cayman Islands,dividends may be paid only out

284、of profits.The distributions or dividends ofthe Company could be distributed to all shareholders respectively in proportion to the shares they held,regardless whether theshareholders are U.S.investors or investors in other countries or regions.Tax liability of VIEs profit distribution to overseas(no

285、n-China)companies Income of the WFOE comes from the exclusive technical consulting service fee paid by the VIE.According to the“VAT Law ofthe Peoples Republic of China”,the WFOE shall pay 6%value-added tax of this income.Current PRC regulations permit our PRC subsidiary to pay dividends to the Compa

286、ny only out of its accumulated profits,if any,determined in accordance with Chinese accounting standards and regulations.For more information on the regulation of dividendpolicy and dividend tax,please refer to“Dividend Policy.”Also,according to the current effective laws in Cayman Islands,dividends

287、 from its companies are exempt from tax.However,in accordance with the laws and regulations of the United States,U.S.investors shall pay taxes and fees on dividendincome according to regulations after receiving the dividends paid in accordance with the law.Risks Associated with Our Business Our busi

288、ness is subject to a number of risks and uncertainties,including risks that may prevent us from achieving our businessobjectives or may adversely affect our business,financial condition,results of operations,cash flows and prospects that you shouldconsider before making a decision to invest in our o

289、rdinary shares.These risks are discussed more fully in“Risk Factors”beginningon page 22.These risks include,but are not limited to,the following:102023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/

290、e4313_f-1.htm30/284 We face risks related to natural disasters,health epidemics and other outbreaks,specifically the coronavirus,which couldsignificantly disrupt our operations.We have a limited operating history.There is no assurance that our future operations will result in profitable revenues.Ifw

291、e cannot generate sufficient revenues to operate profitably,we may suspend or cease operations.We face competition which could lead to pricing pressure and loss of market share and materially and adversely affect ourbusiness,financial condition and results of operations.Our future growth depends in

292、part on new products and new technology innovation,and failure to invent and innovatecould adversely impact our business prospects.Our directors,officers and principal shareholders have significant voting power and may take actions that may not be in thebest interests of our other shareholders.If we

293、 are not able to adequately protect our proprietary intellectual property and information,and protect against third partyclaims that we are infringing on their intellectual property rights,our results of operations could be adversely affected.If we fail to develop and apply our technologies to suppo

294、rt and expand our product and service offerings or if we fail totimely respond to the rapid changes in industry trends and users preference,we may lose market share and our businessmay be materially and adversely affected.We may not be effective in broadening our monetization channels.We are subject

295、 to a variety of laws and other obligations regarding data protection,any failure to comply with applicablelaws and obligations could have a material adverse effect on our business,financial condition and results of operations.The success and future growth of our business will be affected by the use

296、r acceptance and market trend of integration oftechnology and learning.We may not be able to improve or expand our product and service offerings in a timely and cost-effective manner.Risks Related to Our Corporate Structure We depend upon the Contractual Arrangements in conducting our business in Ch

297、ina,which may not be effective inproviding operational control.We conduct our business through the VIE,or Jiangxi Ruanyun,and its subsidiaries,all of which are PRC entities,by meansof the Contractual Arrangements.If the PRC courts or administrative authorities determine that these contractualarrange

298、ments do not comply with applicable regulations,we could be subject to severe penalties and our business could beadversely affected.In addition,changes in such PRC laws and regulations may materially and adversely affect ourbusiness.If the PRC government determines that the Contractual Arrangements

299、constituting part of the VIE structure donot comply with PRC laws and regulations,or if these laws and regulations change or are interpreted differently in thefuture,our shares may decline in value or become worthless if we are unable to assert our contractual control rights overthe assets of our PR

300、C subsidiaries that conduct substantially all of our operations.112023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htm31/284 Risks Related to Doing Business in China Uncertainties with r

301、espect to the PRC legal system could have a material adverse effect on us.The legal system inmainland China is a civil law system based on written statutes.Unlike the common law system,prior court decisions underthe civil law system may be cited for reference but have limited precedential value.Sinc

302、e the legal system in mainlandChina continues to rapidly evolve,and PRC administrative and court authorities have significant discretion in interpretingand implementing statutory and contractual terms,the legal system in mainland China,including risks and uncertaintiesregarding the enforcement of PR

303、C laws and that PRC laws and regulations can change quickly with little advance notice,and the interpretations of many laws,regulations and rules are not always uniform and enforcement of these laws,regulations and rules involves uncertainties.See“Risk Factors Risks Related to Doing Business in Chin

304、a Uncertaintieswith respect to Chinas legal system could adversely affect us”on page 27 of this prospectus.We operate in the education industry,which is subject to extensive regulations in China.See“Risk Factors Risks Relatedto Our Business and Industry Failure to adhere to the regulations that gove

305、rn our business could result in our beingunable to effectively perform our services”on page 41 of this prospectus,and“Risk Factors Risks Related to OurBusiness and Industry If we are qualified as a tutoring institution under the Opinions on Further Reducing the Burden ofExcessive Homework and Off-Ca

306、mpus Tutoring for Students Undergoing Compulsory Education,or the Opinions,in thefuture,our business,financial condition and results of operations could be adversely affected due to the great uncertaintiesabout how the policy will be implemented”on page 43 of this prospectus.The Chinese government m

307、ay interfere in our operations at any time.See“Risk Factors Risks Related to Doing Businessin China-Substantially all of our operations are located in China.Our ability to operate in China may be impaired bychanges in Chinese laws and regulations,including those relating to taxation,environmental re

308、gulation,restrictions onforeign investment,and other matters”on page 25 of this prospectus.Trade issues in China and internationally may have a material adverse effect on our business.See“Risk Factors -RisksRelated to Doing Business in China Changes in international trade policies,trade disputes,bar

309、riers to trade,or theemergence of a trade war may dampen growth in China and may have a material adverse effect on our business”on page28 of this prospectus.The Companys auditor,Friedman LLP,is PCAOB registered and based in New York,New York.Under the HFCAA,thePCAOB is permitted to inspect the Compa

310、nys independent public accounting firm.However,if the PCAOB laterdetermined that it cannot inspect or fully investigate our auditor,trading in our securities may be prohibited under theHFCAA,and,as a result,Nasdaq may determine to delist our securities.On June 22,2021,the U.S.Senate passed theAccele

311、rating Holding Foreign Companies Accountable Act,or the AHFCAA.See“Risk Factors Risks Related to DoingBusiness in China The recent joint statement by the SEC and the Public Company Accounting Oversight Board,or thePCAOB,proposed rule changes submitted by Nasdaq,and the Holding Foreign Companies Acco

312、untable Act all call foradditional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of theirauditors,especially non-U.S.auditors who are not inspected by the PCAOB.These developments could add uncertaintiesto our offering”on page 34 of this pros

313、pectus.The Chinese government may interfere in our operations at any time or may exert more control over offerings conductedoverseas and/or foreign investment in China-based issuers,which could result in a material change in our operations and/orthe value of our securities.Any actions by the Chinese

314、 government to exert more oversight and control over offerings thatare conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder ourability to offer or continue to offer securities to investors and cause the value of such securities to signifi

315、cantly decline orbe worthless.See“Risk Factors Risks Related to Our Business and Industry We are subject to a variety of laws andother obligations regarding data protection,any failure to comply with applicable laws and obligations could have amaterial adverse effect on our business,financial condit

316、ion and results of operations”on page 42 of this prospectus.122023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htm32/284 The transfer of funds and assets between Ruanyun,its Hong Kong su

317、bsidiary,WFOE and the VIE and its subsidiaries issubject to risks.To the extent the funds or assets of a PRC subsidiary are in the PRC,the funds or assets may not beavailable to fund operations or for other use outside of the PRC,due to the controls imposed by PRC governments whichmay limit our abil

318、ity to transfer funds,pay dividends or make distribution to Ruanyun.Based on Hong Kong laws andregulations,as at the date of this prospectus,there is no restriction imposed by the Hong Kong government on the transferof capital within and out of Hong Kong(including funds from Hong Kong to the PRC),ex

319、cept transfer of funds involvingmoney laundering and criminal activities.See“Risk Factors Risks Related to Doing Business in China Governmental control of currency conversion may limit our ability to utilize our net revenues effectively and affect thevalue of your investment.”on page 31 of this pros

320、pectus.PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental controlof currency conversion may delay us from using the proceeds of this offering to make loans or additional capitalcontributions to our PRC subsidiary,which could materially and

321、 adversely affect our liquidity and our ability to fund andexpand our business.See“Risk Factors Risks Related to Doing Business in China PRC regulation of loans to anddirect investment in PRC entities by offshore holding companies and governmental control of currency conversion maydelay us from usin

322、g the proceeds of this offering to make loans or additional capital contributions to our PRC subsidiary,which could materially and adversely affect our liquidity and our ability to fund and expand our business.”on page 29 ofthis prospectus.We may rely on dividends and other distributions on equity p

323、aid by our PRC subsidiary to fund any cash and financingrequirements we may have,and any limitation on the ability of our PRC subsidiary to make payments to us could have amaterial and adverse effect on our ability to conduct our business.See“Risk Factors Risks Related to Doing Business inChina We m

324、ay rely on dividends and other distributions on equity paid by our PRC subsidiary to fund any cash andfinancing requirements we may have,and any limitation on the ability of our PRC subsidiary to make payments to us couldhave a material and adverse effect on our ability to conduct our business.”on p

325、age 29 of this prospectus.Risks Related to This Offering Changes in Chinas economic,political or social conditions or government policies could have a material adverse effect onour business and operations.The Chinese government may exert more control over offerings conducted overseas and/or foreign

326、investment in China-based issuers,which could result in a material change in the value of our ordinary shares and could have a material adverseeffect on our results of operations.Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseasand/o

327、r foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer orcontinue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.If it isdetermined in the future that any approval from the CSRC

328、,the CAC or other PRC regulatory agencies were required forthis offering,we cannot assure you that such approval could be obtained in a timely manner,or at all,which may subject usto sanctions imposed by these regulatory agencies.132023/2/9https:/www.sec.gov/Archives/edgar/data/1873454/0001731122220

329、02203/e4313_f-1.htmhttps:/www.sec.gov/Archives/edgar/data/1873454/0002203/e4313_f-1.htm33/284 As of the date of this prospectus,our directors,officers and principal shareholders holding 5%or more of our ordinary shares,collectively,control approximately 70.08%of our ordinary shares.After

330、this offering,it is expected that our directors,officers andprincipal shareholders holding 5%or more of our ordinary shares,collectively,will hold a controlling interest in our ordinary sharesas they will hold approximately 60.05%of our outstanding ordinary shares.As a result,these shareholders,if t

331、hey act together,willbe able to control our management and affairs and most matters requiring shareholder approval,including the election of directorsand approval of significant corporate transactions.Permissions Required from the PRC Authorities for the VIEs Operation and This Offering Jiangxi Ruan

332、yun and Jiangxi Huizuoye are the only entities in our organization that are required to obtain permissions fromChinese authorities(other than business licenses as an incorporation permission for every company)to operate,and they currentlyhold all requisite permissions to operate.Jiangxi Ruanyun curr

333、ently holds the Business License(No.944810W),the Qualification Certificate for Integrationof Classified Information Systems(No.JC242100324)issued by Secrecy Administration Bureau of Jiangxi Province on August 16,2021;PRC Publication Business License issued by Bureau of Press and Publication of Jiangxi Province on August 13,2020;High-Tech Enterprise Certificate issued by Science and Tech