1、F-1 1 ff12023_majesticideal.htm REGISRATION STATEMENTAs filed with the Securities and Exchange Commission on April 28,2023Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FormF-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_MAJESTIC IDEAL HOLDINGS LTD(E

2、xact Name of Registrant as Specified in its Charter)_Cayman Islands 5600 Not Applicable(State or OtherJurisdiction ofIncorporation orOrganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)22/F,China United Plaza,1002-1008,Tai Nan West Street,Cheung Sha W

3、an,Kowloon,HongKong+852 9099 5909(Address,including zip code,and telephone number,including area code,of Registrants principalexecutive offices)_Cogency Global Inc.122 East 42nd Street,18th FloorNewYork,NY10168+1800-221-0102(Name,address,including zip code,and telephone number,including area code,of

4、 agent for service)_Copies to:Lawrence S.Venick,Esq.Loeb&Loeb LLP2206-19 Jardine House1 Connaught Place,CentralHong Kong SARTelephone:+852-3923-1111 William S.Rosenstadt,Esq.Mengyi“Jason”Ye,Esq.Ortoli Rosenstadt LLP366 Madison Avenue,3rd FloorNewYork,NY10017+1 212 588 0022_Approximate date of commen

5、cement of proposed sale to the public:Assoon as practicable after effectiveness of this registration statement.If any of thesecurities being registered on this Form are to be offered on a delayed or continuous basis pursuantto Rule415 under the Securities Actof1933,check the following box.If this Fo

6、rm is filed to register additional securities for an offering pursuant toRule 462(b)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendmen

7、t filed pursuant to Rule 462(c)under theSecurities Act,check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under theSecurities Ac

8、t,check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined inRule405 of the Securities Actof1933.Emerging growth compan

9、yIf an emerging growth company that prepares its financial statements in accordance withU.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant toSection7(a)(2)(B)of

10、the Securities Act._The term“new or revised financial accounting standard”refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April5,2012.The registrant hereby amends this registration statement on such date or dates asmay be necessar

11、y to delay its effective date until the registrant shall file afurther amendment which specifically states that this registration statement shallthereafter become effective in accordance with Section 8(a)of the SecuritiesActof1933 or until the registration statement shall become effective on such da

12、teas the Securities and Exchange Commission acting pursuant to said Section8(a),maydetermine.Table of ContentsInformation contained herein is subject to completion or amendment.A registrationstatement relating to these securities has been filed with the Securities andExchange Commission.These securi

13、ties may not be sold nor may offers to buy beaccepted prior to the time the registration statement becomes effective.Thisprospectus shall not constitute an offer to sell or the solicitation of an offer tobuy nor shall there be any sale of these securities in any State in which such offer,solicitatio

14、n or sale would be unlawful prior to registration or qualification underthe securities laws of any such State.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED APRIL 28,2023MAJESTIC IDEAL HOLDINGS LTD3,750,0001 ORDINARY SHARESThis is an initial public offering of the ordinary shares,par value US$0.

15、0001 per share(“Shares”)of Majestic Ideal Holdings Ltd(“MIHL”).We are offering 2,500,000 Shares of MIHL,representing 18.2%of the Shares following the completion of this offering,assuming theunderwriters do not exercise the over-allotment option.The selling shareholder identified in thisprospectus is

16、 offering an additional 1,250,000 Shares of MIHL,representing 9.1%of the Sharesfollowing the completion of this offering,assuming the representative of the underwriters do notexercise the over-allotment option.At completion,27.3%of the Shares will be held by shareholdersfor general trading,assuming

17、the underwriters do not exercise the over-allotment option.No public market currently exists for our Shares.The initial public offering price isexpected to be between$4.0 and$5.0 per Share.We have applied to list our Shares on the NasdaqCapital Market under the symbol“MJID”.At this time,Nasdaq Capit

18、al Market has not yet approvedour application to list our ordinary shares.The closing of this offering is conditioned upon NasdaqCapital Markets final approval of our listing application.However,there is no assurance thatthis offering will be closed and our Shares will be trading on the Nasdaq Capit

19、al Market.If theNasdaq Capital Market does not approve our listing application this initial public offering will beterminated.We are an“emerging growth company,”as defined in the Jumpstart Our Business Startups Actof 2012 and will be subject to reduced public company reporting requirements.See“Prosp

20、ectusSummary Implications of Being an Emerging Growth Company and a Foreign Private Issuer.”Upon the completion of this offering,we will be a“controlled company”as defined under theNasdaq Stock Market Rules because our Controlling Shareholders will own 66.2%2 of our total issuedand outstanding Share

21、s,representing 66.2%2 of the total voting power,assuming that therepresentative of the underwriters do not exercise the over-allotment option.We are not a Chinese operating company,but an offshore holding companyincorporated in the Cayman Islands.As a holding company with no material operationsof ou

22、r own,we conduct our operations through our operating company in China,NewBrand.This is an offering of the Shares of Majestic Ideal Holdings Ltd,the holdingcompany in the Cayman Islands,instead of the shares of New Brand.References to the“Company”,“we”,“us”,and“our”in the prospectus are to MIHL,the

23、CaymanIsland entity that will issue the Shares being offered.References to“New Brand”are to the PRC entity operating the business and generating all the revenue andprofit stated in the consolidated financial statements of the Company.The Companysownership interest in New Brand is held through interm

24、ediate companies in BVI andHong Kong.Investors in our Shares should be aware that they may never hold equityinterests in the Chinese operating company directly.Investors are purchasing equitysolely in MIHL,our Cayman Islands holding company,which indirectly owns equityinterests in the Chinese operat

25、ing company.Because of our corporate structure,we aswell as our investors are subject to unique risks due to uncertainty of theinterpretation and the application of PRC laws and regulations.We are also subjectto the risks of uncertainty about any future actions of the PRC government in thisregard.We

26、 may also be subject to sanctions imposed by PRC regulatory agenciesincluding the China Securities Regulatory Commission(“CSRC”),if we fail to complywith their rules and regulations.PRC regulatory authorities could disallow ouroperating structure in the future,and this would likely result in a mater

27、ial changein our operations in China and/or the value of our Shares,which could cause thevalue of such securities to significantly decline or become worthless.See“RiskFactors”beginning on page 19 of this prospectus for a discussion of risks facingthe Company and the offering as a result of this stru

28、cture.There are legal and operational risks associated with being based in and havingthe majority of our operations in China.The PRC government may exercise significantoversight and discretion over the conduct of our business and may intervene orinfluence our operations at any time.Such government a

29、ctions could result in amaterial change in our operations and/or the value of the securities we areregistering for sale;could significantly limit or completely hinder our ability tocontinue our operations;could significantly limit or completely hinder our abilityto offer or continue to offer our sec

30、urities to investors;and may cause the value ofour securities to significantly decline or be worthless.Recently,the PRC government initiated a series of regulatory actions and made anumber of public statements on the regulation of business operations in certain areasin China,including cracking down

31、on illegal activities in the securities market,enhancing supervision over China-based companies listed overseas using VIE structure,adopting new measures to extend the scope of cybersecurity reviews,and expanding theefforts in anti-monopoly enforcement.We do not believe that we are directly subjectt

32、o these regulatory actions or statements,as we do not have a VIE structure and ourbusiness does not involve the collection of user data,implicate cybersecurity,orinvolve any other type of restricted industry.Since these statements and regulatoryactions are new,it is highly uncertain how soon the leg

33、islative or administrativeregulation making bodies will respond and what existing or new laws or regulations ordetailed implementations and interpretations will be modified or promulgated,if any,or the potential impact such modified or new laws and regulations will have on ourdaily business operatio

34、ns or our ability to accept foreign investments and list on aU.S.exchange.Any change in foreign investment regulations,and other policies inChina or related enforcement actions by China government could result in a materialchange in our operations and/or the value of the securities we are registerin

35、g forsale and could significantly limit or completely hinder our ability to offer orcontinue to offer our securities to investors or cause the value of our Shares tosignificantly decline or be worthless.Pursuant to the Holding Foreign Companies Accountable Act(“HFCA Act”),thePublic Company Accountin

36、g Oversight Board(the“PCAOB”)issued a DeterminationReport on December 16,2021 which found that the PCAOB is unable to inspect orinvestigate completely registered public accounting firms headquartered in mainlandChina and in Hong Kong,a Special Administrative Region of the PRC,because ofpositions tak

37、en by PRC authorities in those jurisdictions.In addition,the PCAOBsreport identified the specific registered public accounting firms which are subjectto these determinations.Our auditor,WWC,P.C.,the independent registered publicaccounting firm that issued the audit report included in this prospectus

38、,is a PCAOB-registered public accounting firm headquartered in San Mateo,California.Our auditoris subject to laws in the U.S.pursuant to which the PCAOB conducts regularinspections to assess an auditors compliance with the applicable professionalstandards,and has been inspected by the PCAOB on a reg

39、ular basis.As of the date ofthis prospectus,our auditor has not been subject to PCAOBs determinations and ouroffering has not been affected by the HFCA Act and_1Estimate only.To be finalized at pricing.2We have granted a 45-day option to the representative of the underwriters to purchase uptoadditio

40、nal Shares solely to cover over-allotments,if any.Theunderwriters expect to deliver the Shares to purchasers in the offering on orabout,2023.Table of Contentsrelated regulations.Notwithstanding the foregoing,if the PCAOB is not able to fullyconduct inspections of our audit works in China,you may be

41、deprived of the benefitsof such inspection which could result in limitation or restriction to our access tothe U.S.capital markets and trading of our Shares may be prohibited under the HFCAAct.On August 26,2022,the PCAOB signed the Statement of Protocol(“SOP”)Agreements with the CSRC and Chinas Mini

42、stry of Finance.The SOP,together with twoprotocol agreements governing inspections and investigations(together,the“SOPAgreements”),establishes a specific,accountable framework to make possiblecomplete inspections and investigations by the PCAOB of audit firms based in mainlandChina and Hong Kong,as

43、required under U.S.law.On December 15,2022,the PCAOBBoard determined that the PCAOB was able to secure complete access to inspect andinvestigate registered public accounting firms headquartered in mainland China andHong Kong and voted to vacate its previous determinations to the contrary.However,sho

44、uld PRC authorities obstruct or otherwise fail to facilitate the PCAOBs accessin the future,the PCAOB Board will consider the need to issue a new determination.Notwithstanding the foregoing,in the event it is later determined that the PCAOB isunable to inspect or investigate completely our auditor,t

45、hen such lack of inspectioncould cause our securities to be delisted from the stock exchange.On June 22,2021,the U.S.Senate passed Accelerating Holding Foreign Companies Accountable Act and onDecember 29,2022,the Consolidated Appropriations Act was signed into law byPresident Biden,which contained,a

46、mong other things,an identical provision toAccelerating Holding Foreign Companies Accountable Act and amended the HoldingForeign Companies Accountable Act by requiring the SEC to prohibit an issuerssecurities from trading on any U.S.stock exchanges if its auditor is not subject toPCAOB inspections f

47、or two consecutive years instead of three,thus reducing the timebefore our Ordinary Shares may be prohibited from trading or delisted.The delistingof our Ordinary Shares,or the threat of their being delisted,may materially andadversely affect the value of your investment.See“Risk Factors Recent join

48、tstatement by the SEC and PCAOB,Nasdaqs proposed rule changes and the HFCA Act allcall for additional and more stringent criteria to be applied to emerging marketcompanies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.”We conduc

49、t substantially all of our operations in China through our PRCsubsidiary New Brand.Accordingly,substantially all our cash and assets aredenominated in RMB.We have in the past converted RMB into HKD for the purpose ofmaking dividend payments from New Brand to Multi Ridge,which have been settled inful

50、l.New Brand is our sole operating subsidiary located in the PRC,and the othersubsidiaries are intermediate holding companies with no operations of their own.Cashgenerated from New Brand has not been used to fund the operation of Multi Ridge andNifty Holdings Limited.As of the date of this prospectus

51、,our subsidiaries have notexperienced any difficulties or limitations on their ability to transfer cash betweeneach other;they do not maintain cash management policies or procedures dictating theamount of such funding or how funds are transferred.There can be no assurance thatthe PRC government will

52、 not intervene or impose restrictions to prevent the cashmaintained in the PRC or Hong Kong from being transferred out or restrict thedeployment of the cash into our business or for the payment of dividends.See RiskFactors We are a holding company and our ability to pay dividends is primarilydepende

53、nt upon the earnings of,and distributions by,our PRC subsidiary”on page23,“Dividend Policy”,“Summary Consolidated Financial Data”,and“ConsolidatedStatements of Change in Shareholders Equity in the Report of Independent RegisteredPublic Accounting Firm for further details.”Cash is transferred through

54、 our organization in the following manner:(i)fundsare transferred to New Brand,our PRC operating entity,from MIHL through our BVI andHong Kong subsidiaries in the form of capital contributions or shareholder loans,asthe case may be;and(ii)dividends or other distributions may be paid by New Brandto M

55、IHL through our Hong Kong and BVI subsidiaries.During the years ended September 30,2022 and 2021,the only transfer of assetsamong MIHL and its subsidiaries consisted of cash.As required under the PRCEnterprise Income Tax Law,the dividends paid by New Brand to Multi Ridge weresubject to a withholding

56、 tax rate of 10%.On August 5,2019 and May 25,2020,NewBrand declared dividends in the aggregate amount of RMB7,748,951 to Multi Ridge,itssole shareholder,and such amount was settled in full net of withholding PRC taxthrough multiple payments by June 5,2020.On April 7,2021,New Brand declareddividends

57、in the amount of RMB6,179,335 to Multi Ridge,and such amount was settledin full net of withholding PRC tax through multiple payments by June 10,2021.InMarch 2021,Multi Ridge injected RMB7,000,000 as additional registered capital intoNew Brand.With respect to the 2021 capital injection,the first was

58、made on March26,2021 with a contribution of RMB5,000,000,while the second worth RMB2,000,000 wasmade on April 9,2021.In addition,dividend payments were made from Multi Ridge to acompany wholly-owned by our Controlling Shareholders;that company is not part of thegroup being listed.On December 11,2019

59、 and June 5,2020,Multi Ridge declareddividends in the aggregate amount of HKD6,161,400,and such amount was paid in fullthrough multiple payments by June 8,2020.On June 25,2021,Multi Ridge declareddividends in the amount of HKD5,820,000,and such amount was paid on February 14,2022.We do not expect to

60、 pay dividends on our Shares in the foreseeable future.As we are a holding company,our ability to make dividend payments,if any,wouldbe contingent upon our receipt of funds from our PRC operating subsidiary New Brandthrough intermediate holding companies.Neither the Securities and Exchange Commissio

61、n nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus is truthful orcomplete.Any representation to the contrary is a criminal offense.PerShare TotalInitial public offering price(1)$4.5$11,250,000Underwriting discounts and commissions(2)

62、$0.2$506,250Proceeds to us(before expenses)(3)$4.3$10,743,750Proceeds to the Selling Shareholder$4.3$5,371,875_(1)Includes$11,250,000 gross proceeds from the sale of 2,500,000 Shares offered by our Company.(2)Does not include a non-accountable expense allowance equal to 1%of the gross proceeds ofthi

63、s offering payable to Univest Securities,LLC,the representative of the underwriters.Refer to“Underwriting”for additional information regarding underwriting compensation.(3)Excludes fees and expenses payable to the underwriter.The total amount of underwriterexpenses related to this offering is set fo

64、rth in the section entitled“Expenses Related toOffering”on page 117.Univest Securities,LLCThe date of this prospectus is,2023 Table of ContentsTABLE OF CONTENTS PagePROSPECTUS SUMMARY 1THE OFFERING 16SUMMARY CONSOLIDATED FINANCIAL DATA 17RISK FACTORS 19SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMEN

65、TS 42USE OF PROCEEDS 43DIVIDEND POLICY 44CAPITALIZATION 46DILUTION 47CORPORATE HISTORY AND STRUCTURE 48MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 50INDUSTRY 65BUSINESS 69REGULATIONS 80MANAGEMENT 88PRINCIPAL AND SELLING SHAREHOLDER 94CERTAIN RELATIONSHIPS AND

66、RELATED-PARTY TRANSACTIONS 96DESCRIPTION OF SHARE CAPITAL 97SHARES ELIGIBLE FOR FUTURE SALE 105MATERIAL TAX CONSIDERATIONS 106UNDERWRITING 111EXPENSES RELATED TO OFFERING 117LEGAL MATTERS 118EXPERTS 118ENFORCEABILITY OF CIVIL LIABILITIES 119WHERE YOU CAN FIND ADDITIONAL INFORMATION 121INDEX TO CONSO

67、LIDATED FINANCIAL STATEMENTS F-1Through and including2023(the 25th day after the date of thisprospectus),all dealers effecting transactions in these securities,whether or not participating in this offering,may be required to deliver aprospectus.This is in addition to a dealers obligation to deliver

68、aprospectus when acting as an underwriter and with respect to an unsoldallotment or subscription.You should rely only on the information contained in this prospectus and anyrelated free-writing prospectus that we authorize to be distributed to you.Neitherwe nor the Selling Shareholder have authorize

69、d any person,including any underwriter,to provide you with information different from that contained in this prospectus orany related free-writing prospectus that we authorize to be distributed to you.Thisprospectus is not an offer to sell,nor is it seeking an offer to buy,the Shares inany state or

70、jurisdiction where such offer or sale is not permitted.The informationin this prospectus speaks only as of the date of this prospectus unless theinformation specifically indicates that another date applies,regardless of the timeof delivery of this prospectus or of any sale of the Shares offered here

71、by.Ourbusiness,financial condition,results of operations,and prospects may have changedsince that date.Neither we nor the Selling Shareholder take any responsibility for,nor do we or the Selling Shareholder provide any assurance as to the reliability of,any information other than the information in

72、this prospectus and any free writingprospectus prepared by us or on our behalf.Neither the delivery of this prospectusnor the sale of our Shares means that information contained in this prospectus iscorrect after the date of this prospectus.iTable of ContentsYou may lose all of your investment in ou

73、r Shares.If you are uncertainas to our business and operations or you are not prepared to lose all ofyour investment in our Shares,we strongly urge you not to purchase any ofour Shares.We recommend that you consult legal,financial,tax,and otherprofessional advisors or experts for further guidance be

74、fore participatingin the offering of our Shares as further detailed in this prospectus.We do not recommend that you purchase our Shares unless you have priorexperience with investments in capital markets,possess basic knowledge ofthe apparel supply chain management industry,and have received indepen

75、dentprofessional advice.Market and Industry DataThis prospectus includes statistics,other data and descriptive informationrelating to markets,market sizes,and other industry data pertaining to our businessthat we have obtained from industry publications and surveys,government publicationsand other i

76、nformation available to us.Industry publications and surveys generallystate that the information contained therein has been obtained from sources believedto be reliable.We have not independently verified any of the data from third-partysources nor have we ascertained the underlying economic assumpti

77、ons relied upontherein.Market data and statistics are inherently predictive and speculative and arenot necessarily reflective of actual market conditions.Such statistics are based onmarket research,which itself is based on sampling and subjective judgments by boththe researchers and the respondents,

78、including judgments about what types of productsand transactions should be included in the relevant market.In addition,the value ofcomparisons of statistics for different markets is limited by many factors,includingthat(i)the markets are defined differently,(ii)the underlying information wasgathered

79、 by different methods,and(iii)different assumptions were applied incompiling the data.Accordingly,the market statistics included in this prospectusshould be viewed with caution.We believe that information from these industrypublications included in this prospectus is reliable.Trademarks,Service Mark

80、s,and Trade NamesSolely for convenience,the trademarks,service marks,and trade names referredto in this prospectus are without the and TM symbols,but such references are notintended to indicate,in any way,that we will not assert,to the fullest extentunder applicable law,our rights or the rights of t

81、he applicable licensors to thesetrademarks,service marks and trade names.This prospectus contains additionaltrademarks,service marks,and trade names of others,which are the property of theirrespective owners.We do not intend our use or display of other companiestrademarks,service marks,or trade name

82、s to imply a relationship with,orendorsement or sponsorship of us by,any other companies.iiTable of ContentsOther Pertinent InformationUnless otherwise indicated or the context requires otherwise,references in thisprospectus to:“$”OR“US$”or“U.S.dollars”refers to the legal currency of theUnited State

83、s;“China”or the“PRC”refers to the mainland of the Peoples Republic ofChina and Hong Kong;“Controlling Shareholders”refer to the ultimate beneficial owners of theCompany,who are Mr.Sek Yan Ko and Ms.Yuk Yin Judy Li.See“Management”and“Principal and Selling Shareholder”for more information;“HKD”or“HK D

84、ollar”refers the legal currency of Hong Kong;“Hong Kong laws”refers to all applicable laws,statutes,rules,regulations,ordinances and other pronouncements having the binding effectof law in Hong Kong;“Hong Kong”refers to the Hong Kong Special Administrative Region of thePeoples Republic of China;“mai

85、nland China”refers to the PRC(excluding Hong Kong,Macau andTaiwan);“Multi Ridge”refers to Multi Ridge(Asia)Limited,our Hong Kongsubsidiary and the direct holding company of New Brand;“New Brand”refers to New Brand Cashmere Products Co.,Ltd,our PRCsubsidiary and key operating company;“PRC government”

86、or“PRC authorities”,or variations of such words orsimilar expressions,refer to the central,provincial,and local governmentsof all levels in mainland China,including regulatory and administrativeauthorities,agencies and commissions,or any court,tribunal or any otherjudicial or arbitral body in mainla

87、nd China;“PRC laws”refers to all applicable laws,statutes,rules,regulations,ordinances and other pronouncements having the binding effect of law inmainland China;“RMB”or“Renminbi”refers to the legal currency of the PRC;“SCM”refers to supply chain management;“Selling Shareholder”refers to Actions Hol

88、dings Limited,an existingshareholder of our Company that is selling a portion of its Shares pursuantto this prospectus;“shares”,“Shares”,or“Ordinary Shares”refer to the ordinary sharesof Majestic Ideal Holdings Ltd,par value of US$0.0001 per share;and“we”,“us”,the“Company”,“MIHL”,or“Majestic”in this

89、 prospectusrefers to Majestic Ideal Holdings Ltd,a Cayman Islands company and itssubsidiaries,unless the context otherwise indicates.MIHL is a holding company with operations conducted in China through itsoperating PRCsubsidiary NewBrand.NewBrands reporting currency is RMB.Thisprospectus contains tr

90、anslations of certain foreign currency amounts intoU.S.dollars for the convenience of the reader.Unless otherwise noted,alltranslations from RMB to U.S.dollars and from U.S.dollars to RMB in this prospectuswere calculated at the noon buying rate of US$1=RMB7.1135,representing the indexrate stipulate

91、d by the federal reserve as of September 30,2022.No representation ismade that the RMB amounts could have been,or could be,converted,realized orsettled into US$at such rate,or at any other rate.iiiTable of ContentsPROSPECTUS SUMMARYThis summary highlights selected information contained elsewhere in

92、thisprospectus.Because it is only a summary,it does not contain all of theinformation you should consider before making your investment decision.Beforeinvesting in our Shares,you should carefully read this entire prospectus,including our financial statements and the related notes thereto and theinfo

93、rmation set forth under“Risk Factors,”“Selected Consolidated FinancialData,”“Managements Discussion and Analysis of Financial Condition and Resultsof Operations,”and“Business.”Unless the context otherwise requires,allreferences to“Majestic”,“MIHL”,“we”,“us”,“our”,the“Company”andsimilar designations

94、refer to Majestic Ideal Holdings Ltd,a Cayman Islandscompany,and its wholly-owned subsidiaries.OverviewWe are a holding company incorporated in the Cayman Islands with operationsconducted by our PRC subsidiary New Brand,which is headquartered in Shanghai,thePRC.We are a provider of SCM services in t

95、he apparel industry delivering a one-stop solution to our customers for a broad range of yarn products,textiles andfinished garments.Our service offerings encompass every key aspect of the supplychain of these products:market trend analysis,product design and development,rawmaterial sourcing,product

96、ion and quality control,and logistics management.Through our integrated capabilities,we provide end-to-end supply chain solutionsthat are tailored to meet our customers unique needs.Competitive StrengthsWe believe the following competitive strengths contribute to our success anddifferentiate us from

97、 our competitors:We have a vertically integrated operation to provide one-stop apparel SCMservices;We work with a diverse range of quality suppliers to address differentcustomer demands;We are capable of turning a design concept into finished garments under ashort lead time;andOur management members

98、 have deep industry knowledge and proven trackrecords.Our StrategyWe intend to accomplish our goals by pursuing the following strategies:Broaden our customer base and strengthen our customer relationships;Maintain a quality supplier base and develop strategic relationships withsuppliers;Enhance qual

99、ity of apparel products and efficiency of their production;andIntegrate sustainability aspects into product sourcing and environmentalmarketing.Corporate History and StructureWe are the knitwear business of a group of companies founded by our ControllingShareholders,in the 1980s.Our business was lau

100、nched in 2013 through MultiRidge,a Hong Kong company then wholly-owned by our Controlling Shareholders.In 2014,Multi Ridgeestablished New Brand as its wholly-owned subsidiary in the PRC.Sinceits establishment,New Brand has been focusing on providing apparel SCM services inChina.For more details,see“

101、Corporate History and Structure”.1Table of ContentsThe following diagram illustrates our corporate and shareholding structure asof the date of this prospectus:Transfers of Cash To and From Our SubsidiariesCash is transferred through our organization in the following manner:(i)fundsare transferred to

102、 New Brand,our key operating entity in the PRC,from MIHL asneeded through our BVI and Hong Kong subsidiaries in the form of capitalcontributions or shareholder loans,as the case may be;and(ii)dividends or otherdistributions may be paid by New Brand to MIHL through our Hong Kong and BVIsubsidiaries.W

103、e do not expect to pay dividends on our Shares in the foreseeable future.Wecurrently intend to retain all available funds and future earnings,if any,for theoperation and expansion of our business.Any future determination related to ourdividend policy will be made at the discretion of our board of di

104、rectors afterconsidering our financial condition,results of operations,capital requirements,contractual requirements,business prospects and other factors the board ofdirectors deems relevant,and subject to the restrictions contained in any futurefinancing instruments.As we are a holding company,our

105、ability to make dividendpayments,if any,would be contingent upon our receipt of funds from our PRCoperating subsidiary New Brand through intermediate holding companies.See“Dividend Policy”and“Risk Factors We are a holding company and our abilityto pay dividends is primarily dependent upon the earnin

106、gs of,and distributions by,our PRC subsidiary”for more information.”During the years ended September 30,2022 and 2021,the only transfer of assetsamong MIHL and its subsidiaries consisted of cash.As required under the PRCEnterprise Income Tax Law,the dividends paid by New Brand to Multi Ridge weresub

107、ject to a withholding tax rate of 10%.On August 5,2019 and May 25,2020,NewBrand declared dividends in the aggregate amount of RMB7,748,951 to Multi Ridge,its sole shareholder,and such amount was settled in full net of withholding PRCtax through multiple payments by June 5,2020.On April 7,2021,New Br

108、and declareddividends in the amount of RMB6,179,335 to Multi Ridge,and such amount was settledin full net of withholding PRC tax through multiple payments by June 10,2021.InMarch 2021,Multi Ridge injected RMB7,000,000 as additional2Table of Contentsregistered capital into New Brand.With respect to t

109、he 2021 capital injection,thefirst was made on March 26,2021 with a contribution of RMB5,000,000,while thesecond worth RMB2,000,000 was made on April 9,2021.In addition,dividend paymentswere made from Multi Ridge to a company wholly-owned by our ControllingShareholders;that company is not part of th

110、e group being listed.On December 11,2019 and June 5,2020,Multi Ridge declared dividends in the aggregate amount ofHKD6,161,400,and such amount was paid in full through multiple payments by June 8,2020.On June 25,2021,Multi Ridge declared dividends in the amount ofHKD5,820,000,and such amount was pai

111、d on February 14,2022.Under the laws of Cayman Islands,MIHL is permitted to provide funding to itssubsidiaries through loans or capital contributions without restrictions on theamounts of the funds,provided that such funding is in the best interest of theCompany.Subject to the Cayman Companies Act(R

112、evised)and our Memorandum andArticles of Association,our board of directors may authorize and declare adividend to shareholders at such time and of such an amount as they think fit outof profits or our share premium account,if shares have been issued at a premium.No dividend may be paid out of our s

113、hare premium account unless immediatelyfollowing the payment we are able to pay its debts as they fall due in the ordinarycourse of business.Subject to compliance with applicable solvency requirements,there is no further Cayman Islands statutory restriction on the amount of fundswhich may be distrib

114、uted by us by dividend.The Cayman Islands does not impose awithholding tax on payments of dividends to shareholders.New Brands sole shareholder is Multi Ridge,a Hong Kong company.Under HongKong law,if Multi Ridge were able to declare dividends,such dividends could onlybe paid by Multi Ridge out of i

115、ts distributable profits(that is,accumulatedrealized profits less accumulated realized losses)or other distributable reserves,as permitted under Hong Kong law.Dividends cannot be paid out of share capital.There are no restrictions or limitation under the laws of Hong Kong imposed on theconversion of

116、 HKD into foreign currencies and the remittance of currencies out ofHong Kong.Under the current practice of the Inland Revenue Department of HongKong,no tax is payable in Hong Kong in respect of dividends paid by us.Current PRC regulations permit our PRC subsidiary New Brand to pay dividends toMulti

117、 Ridge only out of its accumulated profits as determined in accordance withPRC accounting standards and regulations.New Brand is required to set aside atleast 10%of its after-tax profits as the statutory common reserve fund until thecumulative amount of the statutory common reserve fund reaches 50%o

118、r more of itsregistered capital,if any,to fund its statutory common reserves,which are notavailable for distribution as cash dividends.Furthermore,the transfer of fundsfrom Multi Ridge to New Brand,either as an increase in registered capital or ashareholder loan,is subject to approval by registratio

119、n or filing with relevantChinese authorities.Capital contributions to our PRC subsidiary are subject toregistration with the State Administration for Market Regulation,or the SAMR,information reporting in the online enterprise registration system,and foreignexchange registration with qualified banks

120、.In addition,(a)any foreign loanprocured by our PRC subsidiary is required to be filed with SAFE through the onlinefiling system of SAFE,and(b)our PRC subsidiary may not procure loans exceeding astatutory upper limit which considers our total investment in projects approved bythe verifying departmen

121、ts and registered capital.Any loans provided by us to ourPRC subsidiary with a term exceeding one year must be recorded and registered withthe NDRC or its local branches.Pursuant to the PRC Foreign Exchange Regulations,RMB is,in general,freelyconvertible for payment under current account items such

122、as foreign exchangetransactions relating to trading,services and payment of dividend,but not forpayment under capital account items including capital transfer,direct investment,securities investment,derivative products or loan,except with prior approvalgranted by the State Administration for Foreign

123、 Exchange(the“SAFE”).The paymentof current account items,such as profit distributions and trade and service-related foreign exchange transactions,can be made in foreign currencies withoutprior approval from SAFE by complying with certain procedural requirements.However,approval from,registration or

124、filing with appropriate governmentauthorities is required where RMB is to be converted into foreign currency andremitted out of China to pay capital expenses such as the repayment of loansdenominated in foreign currencies.Foreign-Invested enterprises established inChina,through providing certain doc

125、uments(such as the board resolution and taxregistration permit),can purchase foreign exchange for dividend payments,tradingor services without the approval from the SAFE.The PRC government may also fromtime to time impose controls on the conversion of RMB into foreign currencies andthe remittance of

126、 currencies out of China.Therefore,we may experiencedifficulties in completing the administrative procedures necessary to obtain andremit foreign currency for the payment of dividends from our profits.Furthermore,if our PRC subsidiary,New Brand incurs debt on its own in the future,theinstrument gove

127、rning the debt may restrict its ability to pay dividends or makeother payments.If the Company or its subsidiaries are unable to receive cashderived from the profits generated by our operations in China,we may be unable topay dividends on our Shares.See“Regulations PRC regulation of loans to anddirec

128、t investment in PRC entities3Table of Contentsby offshore holding companies and governmental control of currency conversion maydelay us from remitting the proceeds of this offering into China through loans oradditional capital contributions to our PRC subsidiary,thereby diminishing ourability to fun

129、d and expand our business.”See also“Risk Factors Risk Relatedto Doing Business in China We are a holding company and our ability to paydividends is primarily dependent upon the earnings of,and distributions by,ourPRC subsidiary;and There are significant uncertainties under the PRC EnterpriseIncome T

130、ax Law relating to the withholding tax liabilities of our PRC subsidiary,and dividends payable by our PRC subsidiary to our offshore subsidiaries may notenjoy certain treaty benefits.”Regulatory Approval of the PRCPermission Required from Hong Kong AuthoritiesHong Kong is a special administration re

131、gion of China,having its owngovernmental and legal system that is independent from mainland China,and as aresult,has its own distinct rules and regulation.Multi Ridge is an intermediateholding company in Hong Kong with no operation of its own.We have been advised byLoeb&Loeb LLP,our U.S.and Hong Kon

132、g counsel,that based on their understandingof the current Hong Kong laws,as of the date of this prospectus,we,includingMulti Ridge,have received all requisite permissions or approvals from the HongKong authorities to operate our business,including but not limited to obtaining arelevant certificate o

133、f incorporation,and that we,including Multi Ridge are notrequired to obtain any permission or approval from Hong Kong authorities to offerthe shares of MIHL to foreign investors.However,we have been advised by Loeb&Loeb LLP that uncertainties still exist due to the possibility that laws,regulations,

134、or policies in Hong Kong could change rapidly in the future.Shouldthere be any change in applicable laws,regulations,or interpretations,and we orany of our subsidiaries are required to obtain such permissions or approvals in thefuture,we will strive to comply with the then applicable laws,regulation

135、s,orinterpretations.In the event that we,including Multi Ridge,(i)do not receive orfail to maintain such permissions or approvals in the future,(ii)inadvertentlyconclude that relevant permissions or approvals were not required,or(iii)arerequired to obtain such permissions or approvals in the future

136、following applicablelaws,regulations,or interpretation changes,any action taken by the Hong Konggovernment could significantly limit or completely hinder our operations and ourability to offer or continue to offer securities to investors and could cause thevalue of our securities to significantly de

137、cline or be worthless.Permission Required from PRC AuthoritiesThe PRC government has recently indicated that it may exert more control orinfluence over offerings of securities conducted overseas.As confirmed by our PRCcounsel,to the best of their knowledge after due inquiry and as confirmed by theCo

138、mpany,as of the date of this prospectus,we are not subject to cybersecurityreview with the Cyberspace Administration of China(“CAC”)to conduct businessoperations in China,given that:(i)we do not operate any network platform orprovide any network service for individual users,(ii)all the customers and

139、suppliers of New Brand are enterprises,(iii)we and our PRC Subsidiary havepossessed substantially less than 1 million users of personal information in ourbusiness operations,(iv)we and our PRC Subsidiary are not recognized as“operators of critical information infrastructure”by any authentic authorit

140、y,(v)we and our PRC Subsidiary have not been involved in any investigations initiated bythe CAC,nor have we received any inquiry,notice,warning,or sanction in suchrespect.Nevertheless,the Measures for Cybersecurity Review(2021 version)wasrecently adopted and the Network Internet Data Protection Draf

141、t Regulations is inthe process of being formulated and the interpretation and application of theseregulations remain unclear.We have been closely monitoring regulatory developmentsin China regarding any necessary approvals from the CSRC,the CAC,or other PRCgovernmental authorities required for the c

142、onduct of our business operations andoverseas listings,including this offering.On February 17,2023,the CSRC issued the Trial Administrative Measures ofOverseas Securities Offering and Listing by Domestic Enterprises,or the TrialMeasures,which have became effective on March 31,2023.On the same date o

143、f theissuance of the Trial Measures,the CSRC circulated No.1 to No.5 SupportingGuidance Rules,the Notes on the Trial Measures,the Notice on AdministrationArrangements for the Filing of Overseas Listings by Domestic Enterprises and therelevant CSRC Answers to Reporter Questions on the official websit

144、e of the CSRC,orcollectively,the Guidance Rules and Notice.Under the Trial Measures and theGuidance Rules and Notice,domestic companies conducting overseas securitiesoffering and listing activities,either in direct or indirect form,shall completefiling procedures with the CSRC pursuant to the requir

145、ements of the Trial Measureswithin three working days following its submission of initial public offerings orlisting application.The companies that have already been listed on overseas stockexchanges or have obtained the approval from overseas supervision administrationsor stock exchanges for its of

146、fering and listing and will complete their overseasoffering and listing prior to September 30,2023 are not required4Table of Contentsto make immediate filings for its listing yet need to make filings for subsequentofferings in accordance with the Trial Measures.The companies that have alreadysubmitt

147、ed an application for an initial public offering to overseas supervisionadministrations prior to the effective date of the Trial Measures but have not yetobtained the approval from overseas supervision administrations or stock exchangesfor the offering and listing may arrange for the filing within a

148、 reasonable timeperiod and should complete the filing procedure before such companies overseasissuance and listing.In the opinion of our PRC counsel,Commerce&Finance LawOffices,based on its understanding of the relevant PRC laws and regulations as ofthe date of this prospectus,our offering will be i

149、dentified as an indirectoverseas issuance and listing of New Brand by CSRC,in view of the fact that theTrial Measures have come into effect on 31 March 2023,we shall fulfill the filingprocedure with the CSRC as per requirement of the Trial Measures.We may not beable to complete the filing because th

150、e filing materials are incomplete or do notmeet the requirements of the CSRC.If we(i)do not complete the filing required by the CSRC,or(ii)applicablelaws,regulations,or interpretations change and require us to declare to theOffice of Cybersecurity Review for cybersecurity review or obtain other perm

151、issionsor approvals in the future,we may face sanctions by the CSRC,the CAC or other PRCregulatory agencies.These regulatory agencies may impose fines and penalties onour operations in China,limit our ability to pay dividends outside of China,limitour operations in China,delay or restrict the repatr

152、iation of the proceeds fromthis offering into China or take other actions that could have a material adverseeffect on our business as well as the trading price of our Shares.We could berequired to restructure our operations to comply with such regulations orpotentially cease operations in the PRC en

153、tirely.The CSRC,the CAC or other PRCregulatory agencies also may take actions requiring us,or making it advisable forus,to halt this offering before settlement and delivery of our Shares.Any actiontaken by the PRC government could significantly limit or completely hinder ouroperations in the PRC and

154、 our ability to offer or continue to offer securities toinvestors and could cause the value of such securities to significantly decline orbe worthless.ENFORCEABILITY OF CIVIL LIABILITIESWe are incorporated under the laws of the Cayman Islands.Service of processupon us and upon our directors and offi

155、cers and the Cayman Islands experts named inthis prospectus,many of whom reside outside of the United States,may bedifficult to obtain within the UnitedStates.Furthermore,because substantiallyall of our assets and substantially all of our directors and officers are locatedoutside the UnitedStates,an

156、y judgment obtained in the UnitedStates against usor any of our directors and officers may be difficult to collect within theUnitedStates.We have irrevocably appointed Cogency Global Inc as our agent to receiveservice of process in any action against us in any U.S.federal or state courtarising out o

157、f this offering or any purchase or sale of securities in connectionwith this offering.The address of our agent is 122 East 42nd Street,18th Floor,NewYork,NY10168.Ogier,our counsel as to Cayman Islands law,has advised us that there isuncertainty as to whether the courts of the Cayman Islands would(1)

158、recognize orenforce judgments of U.S.courts obtained against us or our directors or officersthat are predicated upon the civil liability provisions of the federal securitieslaws of the United States or the securities laws of any state in theUnitedStates,or(2)entertain original actions brought in the

159、 Cayman Islandsagainst us or our directors or officers that are predicated upon the federalsecurities laws of the UnitedStates or the securities laws of any state in theUnitedStates.Ogier has informed us that although there is no statutory enforcement in theCayman Islands of judgments obtained in th

160、e federal or state courts of theUnitedStates(and the Cayman Islands are not a party to any treaties for thereciprocal enforcement or recognition of such judgments),a judgment obtained insuch jurisdiction will be recognized and enforced in the courts of the CaymanIslands at common law,without any re-

161、examination of the merits of the underlyingdispute,by an action commenced on the foreign judgment debt in the Grand Court ofthe Cayman Islands,provided such judgment(i)is given by a foreign court ofcompetent jurisdiction;(ii)imposes on the judgment debtor(a liability to pay aliquidated sum for which

162、 the judgment has been given);(iii)is final;(iv)is notin respect of taxes,a fine or a penalty;and(v)was not obtained in a manner andis not of a kind the enforcement of which is contrary to natural justice or thepublic policy of the Cayman Islands.However,the Cayman Islands courts areunlikely to enfo

163、rce a judgment obtained from the U.S.courts under civil liabilityprovisions of the U.S.federal securities law if such judgment is determined bythe courts of the Cayman Islands to give rise to obligations to make payments thatare penal or punitive in nature.Because such a determination has not yet be

164、en madeby a court of the Cayman Islands,it is uncertain whether such civil liabilityjudgments from U.S.courts would be enforceable in the Cayman Islands.5Table of ContentsSubstantially all of our assets are located outside the United States.Inaddition,a majority of our directors and officers are nat

165、ionals or residents ofjurisdictions other than the UnitedStates and all or a substantial portion oftheir assets are located outside the United States.As a result,it may bedifficult for investors to effect service of process within the UnitedStates uponus or these persons.Name Position Nationality Re

166、sidenceYuk Yin Judy Li Chairperson of the Board ofDirectors Chinese HongKongSek Yan Ko General Manager Chinese HongKongSuqin Li Director and Chief ExecutiveOfficer Chinese Mainland ChinaXueyuan Chen Chief Financial Officer Chinese Mainland ChinaTo-Wai Suen Independent Non-executiveDirector Chinese H

167、ongKongPeter Shay Independent Non-executiveDirector American HongKongWai Kei KevinNg Independent Non-executiveDirector Chinese HongKongMainland ChinaCommerce&Finance Law Offices,our counsel as to PRC law,has advised us thatthere is uncertainty as to whether PRC courts would(i)recognize or enforcejud

168、gments of United States courts obtained against us or our directors or officerspredicated upon the civil liability provisions of the securities laws of the UnitedStates or any state in the United States,or(ii)entertain original actionsbrought in each respective jurisdiction against us or our directo

169、rs or officerspredicated upon the securities laws of the United States or any state in the UnitedStates.Commerce&Finance Law Offices has further advised us that the recognition andenforcement of foreign judgments are provided for under the PRC Civil ProceduresLaw.PRC courts may recognize and enforce

170、 foreign judgments in accordance with therequirements of the PRC Civil Procedures Law based either on treaties between thePRC and the country where the judgment is made or on principles of reciprocitybetween jurisdictions.There exists no treaty and few other forms of reciprocitybetween the PRC and t

171、he United States or the Cayman Islands governing therecognition and enforcement of foreign judgments as of the date of this prospectus.In addition,according to the PRC Civil Procedures Law,PRC courts will not enforcea foreign judgment against us or our directors and officers if they decide that thej

172、udgment violates the basic principles of PRC law or national sovereignty,security,or public interest.As a result,it is uncertain whether and on whatbasis a PRC court would enforce a judgment rendered by a court in the United Statesor the Cayman Islands.In addition,it will be difficult for U.S.shareh

173、olders tooriginate actions against us in China in accordance with PRC laws because we areincorporated under the laws of the Cayman Islands and it will be difficult for U.S.shareholders,by virtue only of holding our Shares,to establish a connection tothe PRC for a PRC court to have jurisdiction as re

174、quired under the PRC CivilProcedures Law.Hong KongAll of our directors reside outside the United States and several of ourdirectors and officers reside in HongKong.We have been advised by Loeb&LoebLLP,our U.S.and Hong Kong counsel,that there is uncertainty as to whether thecourts of Hong Kong would(

175、i)recognize or enforce judgments of United Statescourts obtained against us or our directors or officers predicated upon the civilliability provisions of the securities laws of the United States or any state inthe United States or(ii)entertain original actions brought in Hong Kong againstus or our d

176、irectors or officers predicated upon the securities laws of the UnitedStates or any state in the United States.A judgment of a court in the United States predicated upon U.S.federal orstate securities laws may be enforced in Hong Kong at common law by bringing anaction in a Hong Kong court on that j

177、udgment for the amount due thereunder,andthen seeking summary judgment on the strength of the foreign judgment,providedthat the foreign judgment,among other things,is(1)for a debt or a definite sumof money(not being taxes or similar charges to a foreign government taxingauthority or a fine or other

178、penalty)and(2)final and conclusive on the merits ofthe claim,but not otherwise.Such a judgment may not,in any event,be so enforcedin Hong Kong if(a)it was obtained by fraud;(b)the proceedings in which thejudgment was obtained were opposed to natural justice;(c)its enforcement orrecognition would be

179、contrary to the public policy of Hong Kong;(d)the court ofthe United States was not jurisdictionally competent;or(e)the judgment was inconflict with a prior Hong Kong judgment.6Table of ContentsHong Kong has no arrangement for the reciprocal enforcement of judgments withthe United States.As a result

180、,there is uncertainty as to the enforceability inHong Kong,in original actions or in actions for enforcement,of judgments ofUnited States courts of civil liabilities predicated solely upon the federalsecurities laws of the United States or the securities laws of any State orterritory within the Unit

181、ed States.It is also uncertain whether,in the future,the Hong Kong government willimplement regulations and policies of the Chinese government or adopt regulationsand policies of its own that are substantially similar to those of the Chinesegovernment.Summary of Risk FactorsInvesting in our Shares i

182、nvolves risks.You should carefully consider the risksdescribed in“Risk Factors”before making a decision to invest in our Shares.Ifany of these risks actually occurs,our business,financial condition,or resultsof operations could be materially and adversely affected.In such case,the tradingprice of ou

183、r Shares would likely decline,their liquidity could drop significantlyand you may lose all or part of your investment.The following is a summary of someof the principal risks we face:Risks Related to Doing Business in ChinaAs we are based in China and our business is conducted in China,we may facesi

184、gnificant regulatory,liquidity,and enforcement risks and uncertainties relatingto doing business in China in general.See“Risk Factors Risks Related to DoingBusiness in China”beginning on page 19 for a more detailed discussion of therisks involved.These risks include but are not limited to,the follow

185、ing:Uncertainties with respect to the PRC legal system,including risks anduncertainties regarding the enforcement of laws,and sudden or unexpectedchanges in laws and regulations in the PRC with little advance noticecould result in a material change in our operations and/or the value ofthe securities

186、 we are registering for sale.There are substantialuncertainties regarding the interpretation and application of PRC laws andregulations.These laws and regulations are sometimes vague and may besubject to future changes,and their official interpretation andenforcement could be unpredictable,with litt

187、le advance notice,whichcould result in a material change in our operations and/or the value ofour Shares.It is also uncertain whether having several of our directorsand officers located in Hong Kong will subject us to the oversight of theChinese authorities in the future.See more detailed discussion

188、 of thisrisk factor on page 19 of this prospectus.The PRC government may intervene or influence our operations at any timeor may exert more control over offerings conducted overseas and foreigninvestment in China-based issuers,which could result in a material changein our operations and/or the value

189、 of the securities we are registeringfor sale.The PRC government may choose to exercise significant oversightand discretion,and the regulations to which we are subject may changerapidly and with little notice to our shareholders or us.As a result,theapplication,interpretation,and enforcement of new

190、and existing laws andregulations in China are often uncertain.See more detailed discussion ofthis risk factor on page 19 of this prospectus.Any actions by the PRC government to exert more oversight and control overofferings that are conducted overseas and/or involves or constitutes aforeign investme

191、nt in China-based issuers,such actions couldsignificantly limit or completely hinder our ability to offer or continueto offer securities to investors and cause the value of such securities tosignificantly decline or become worthless.As of the date of thisprospectus,we are required to fulfill the fil

192、ing procedure with the CSRCas per requirement of the Trial Measures.Nevertheless,the promulgationof new laws or regulations,or the new interpretation of existing laws andregulations may restrict or otherwise unfavorably impact our ability orway to conduct business and may require us to change certai

193、n aspects ofour business to ensure compliance.See more detailed discussion of thisrisk factor on page 20 of this prospectus.Recent joint statement by the SEC and PCAOB,Nasdaqs proposed rulechanges and the HFCA Act all call for additional and more stringentcriteria to be applied to emerging market co

194、mpanies upon assessing thequalification of their auditors,especially the non-U.S.auditors who arenot inspected by the PCAOB.Under the HFCA Act,our Shares may beprohibited from trading on the Nasdaq or other U.S.stock exchanges if thePCAOB determines that it cannot inspect or fully investigate our au

195、ditor7Table of Contentsfor three consecutive years.This ultimately could result in our Sharesbeing delisted.On December 2,2021,the SEC adopted final amendmentsimplementing the disclosure and submission requirements of the HFCA Act.The SEC adopted rules to implement the HFCA Act and,pursuant to the H

196、FCAAct,the PCAOB issued its report on December 16,2021,notifying SEC ofits determination that it is unable to inspect or investigate completelyPCAOB-registered public accounting firms headquartered in mainland Chinaor Hong Kong,because of positions taken by PRC authorities in thosejurisdictions.Our

197、auditor,WWC,P.C.,the independent registered publicaccounting firm that issued the audit report included in this prospectus,is a PCAOB-registered public accounting firm headquartered in San Mateo,California.Our auditor is subject to laws in the U.S.pursuant to whichthe PCAOB conducts regular inspecti

198、ons to assess an auditors compliancewith the applicable professional standards,and has been inspected by thePCAOB on a regular basis.As of the date of this prospectus,our auditorhas not been subject to PCAOBs determinations and our offering has notbeen affected by the HFCA Act and related regulation

199、s.On August 26,2022,the PCAOB signed the SOP Agreements with the CSRC and Chinas Ministry ofFinance.The SOP Agreements established a specific,accountable frameworkto make possible complete inspections and investigations by the PCAOB ofaudit firms based in mainland China and Hong Kong,as required und

200、er U.S.law.On December 15,2022,the PCAOB Board determined that the PCAOB wasable to secure complete access to inspect and investigate registeredpublic accounting firms headquartered in mainland China and Hong Kong andvoted to vacate its previous determinations to the contrary.However,should PRC auth

201、orities obstruct or otherwise fail to facilitate thePCAOBs access in the future,the PCAOB Board will consider the need toissue a new determination.Notwithstanding the foregoing,in the event itis later determined that the PCAOB is unable to inspect or investigatecompletely our auditor,then such lack

202、of inspection could cause oursecurities to be delisted from the stock exchange.On June 22,2021,theU.S.Senate passed Accelerating Holding Foreign Companies Accountable Actand on December 29,2022,theConsolidated Appropriations Act was signedinto law by President Biden,which contained,among other thing

203、s,anidentical provision to Accelerating Holding Foreign Companies AccountableAct and amended the Holding Foreign Companies Accountable Act by requiringthe SEC to prohibit an issuers securities from trading on any U.S.stockexchanges if its auditor is not subject to PCAOB inspections for twoconsecutiv

204、e years instead of three,thus reducing the time before ourOrdinary Shares may be prohibited from trading or delisted.The delistingof our Ordinary Shares,or the threat of their being delisted,maymaterially and adversely affect the value of your investment.See moredetailed discussion of this risk fact

205、or on page 20 of this prospectus.In light of recent events indicating greater oversight by the CyberspaceAdministration of China over data security,particularly for companiesseeking to list on a foreign exchange,we may be subject to a variety ofPRC laws and other obligations regarding data protectio

206、n and any otherrules,and any failure to comply with applicable laws and obligationscould have a material and adverse effect on our business and the offering.We may become subject to PRC laws relating to the collection,use,sharing,retention,security,and transfer of confidential and privateinformation

207、,such as personal information and other data.In the event ofa failure to comply,we may be required to suspend our relevant businessesand become subject to fines and other penalties,which may materially andadversely affect our financial condition.In addition,given the recentevents indicating greater

208、oversight by the CAC over data security,particularly for companies seeking to list on a foreign exchange,itremains uncertain as to how the New Measures will be interpreted orimplemented.PRC regulatory agencies,including the CAC,may adopt newlaws,regulations,rules,or detailed implementation and inter

209、pretationrelated to the New Measures.See more detailed discussion of this riskfactor on page 21 of this prospectus.You may experience difficulties in effecting service of process,enforcingforeign judgments or bringing actions in China against us or ourmanagement named in this prospectus based on for

210、eign laws.MIHL isincorporated under the laws of the Cayman Islands,but all of ouroperations and assets are held by our operating subsidiary,New Brand,inChina.In addition,substantial amount of our assets is located in Chinaand most of our senior executive officers and directors reside withinmainland

211、China or Hong Kong for a significant portion of the time.As aresult,it may be difficult or impossible for investors to effect serviceof process on us inside mainland China.See more detailed discussion ofthis risk factor on page 23 of this prospectus.We are a holding company and our ability to pay di

212、vidends is primarilydependent upon the earnings of,and distributions by,our PRC subsidiary.There can be no assurance that the PRC government will not intervene orimpose restrictions to prevent the cash maintained in the PRC or Hong Kongfrom being transferred out or8Table of Contentsrestrict the depl

213、oyment of the cash into our business or for the paymentof dividends.The PRC government may continue to strengthen its capitalcontrols and our PRC subsidiarys dividends and other distributions maybe subject to tightened scrutiny in the future.Any limitation on theability of our PRC subsidiary to pay

214、dividends or make other kinds ofpayments to us could have a material adverse effect on our ability toconduct our business.See more detailed discussion of this risk factor onpage 23 of this prospectus.Our results of operation may be materially and adversely affected by adownturn in China or the globa

215、l economy,and changes in the economic andpolitical policies of the PRC.The rapid growth of the Chinese economy hasslowed down since 2012 and such slowdown may continue.The Chinese economydiffers from the economies of most developed countries in many respects,including the degree of government involv

216、ement,level of development,growth rate,control of foreign exchange and allocation of resources.Seemore detailed discussion of this risk factor on page 24 of thisprospectus.It may be difficult for overseas shareholders and/or regulators to conductinvestigation in China.There are significant legal obs

217、tacles to providinginformation needed for regulatory investigations or litigation initiatedoutside China.See more detailed discussion of this risk factor on page 24of this prospectus.We are required to fulfill the filing procedure with the CSRC as perrequirement of the Trial Measures.See more detail

218、ed discussion of thisrisk factor on page 24 of this prospectus.Changes in international trade policies,trade disputes,barriers totrade,or the emergence of a trade war may dampen growth in China.Political events,international trade disputes,and other businessinterruptions could harm or disrupt intern

219、ational commerce and the globaleconomy,and could have a material adverse effect on us and our customers,contract manufacturers,raw material vendors,and other partners.See moredetailed discussion of this risk factor on page 25 of this prospectus.Fluctuations in currency exchange rates could have a ma

220、terial and adverseeffect on the value of your investment.Our revenue and expenses have beenand are expected to continue to be primarily denominated in RMB,and weare exposed to the risks associated with the fluctuation in the currencyexchange rate of RMB.See more detailed discussion of this risk fact

221、or onpage 25 of this prospectus.Changes in PRC political,economic and governmental policies may have anadverse impact on our business.We expect that China will continue to beour principal market and place of operation.Accordingly,our business,financial condition and results of operations are subject

222、 to political,economic and legal developments in China to a significant degree.See moredetailed discussion of this risk factor on page 25 of this prospectus.We may be subject to civil complaints and regulatory actions under certainlaws and regulations relating to labor,social insurance and housingpr

223、ovident fund.We have been subject to stricter regulatory requirementsin terms of entering into labor contracts with our employees and payingvarious statutory employee benefits,including pensions,housing fund,medical insurance,work-related injury insurance,unemployment insuranceand childbearing insur

224、ance to designated government agencies for thebenefit of our employees.See more detailed discussion of this risk factoron page 25 of this prospectus.There are significant uncertainties under the PRC Enterprise Income TaxLaw relating to the withholding tax liabilities of our PRC subsidiary,anddividen

225、ds payable by our PRC subsidiary to our offshore subsidiaries maynot enjoy certain treaty benefits.See more detailed discussion of thisrisk factor on page 26 of this prospectus.PRC regulation of loans to and direct investment in PRC entities byoffshore holding companies and governmental control of c

226、urrency conversionmay delay us from remitting the proceeds of this offering into Chinathrough loans or additional capital contributions to our PRC subsidiary,thereby diminishing our ability to fund and expand our business.See moredetailed discussion of this risk factor on page27 of this prospectus.I

227、f we are classified as a PRC resident enterprise for PRC enterpriseincome tax purposes,such classification could result in unfavorable taxconsequences to us and our non-PRC shareholders.Under the PRC EnterpriseIncome Tax Law and its implementation rules,an enterprise establishedoutside of the9Table

228、of ContentsPRC with its“de facto management body”within the PRC is considered a“resident enterprise”and will be subject to the enterprise income taxon its global income at the rate of 25%.See more detailed discussion ofthis risk factor on page 27 of this prospectus.We face uncertainty with respect t

229、o indirect transfers of equity interestsin PRC resident enterprises by their non-PRC holding companies.Gainsderived an indirect transfer may be subject to PRC enterprise income tax,and the transferee or other person who pays for the transfer is obligatedto withhold the applicable taxes currently at

230、a rate of 10%for thetransfer of equity interests in a PRC resident enterprise.See moredetailed discussion of this risk factor on page 28 of this prospectus.The Hong Kong legal system embodies uncertainties which could limit theavailability of legal protections.Hong Kong is a Special AdministrativeRe

231、gion of the PRC and enjoys a high degree of autonomy under the“onecountry,two systems”principle.Any changes to the political andeconomic environment in Hong Kong may materially and adversely affect ourbusiness and operation.See more detailed discussion of this risk factoron page 29 of this prospectu

232、s.Risks Related to Our BusinessOur business is subject to a number of risks,including risks that may preventus from achieving our business objectives or may materially and adversely affectour business,financial condition,results of operations,cash flows and prospects.These risks include,but are not

233、limited to,the following:We may be unable to timely and accurately respond to changes in fashiontrends and consumer preferences.We rely on a limited number of major customers,of which may reduce orstop making purchase orders for our services and products.Customers may choose to do business with supp

234、liers directly through onlineplatforms.We are exposed to credit risks of our customers.Our sales are subject to seasonal fluctuations.We rely on third parties for supplies of raw materials,manufacturingservices and transport infrastructure.Inconsistent quality control may adversely affect our reputa

235、tion andcustomer relationships.Our profit margin may be adversely affected by the increasing costs of rawmaterials and labor.Unforeseeable events,such as the global COVID-19 outbreak and localenergy efficiency measures,could significantly disrupt our supply chainfor a prolonged period of time.The wa

236、r in Ukraine could materially and adversely affect our business andresults of operations.Our lack of effective internal controls over financial reporting mayaffect our ability to accurately report our financial results or preventfraud.Risks Related to our SharesIn addition to the risks described abo

237、ve,we are subject to general risks anduncertainties relating to our Shares and this offering,including but not limitedto the following:There has been no public market for our Shares prior to this offering;ifan active trading market does not develop you may not be able to resellour Shares at any reas

238、onable price.If we fail to meet applicable listing requirements,Nasdaq may delist ourShares from trading,in which case the liquidity and market price of ourShares could decline.Our status as a“foreign private issuer”under the rules promulgated bythe Securities and Exchange Commission under the U.S.f

239、ederal securitieslaws(the“SEC rules”),will exempt us from the U.S.proxy rules and themore detailed and frequent Securities Exchange Act of 1934“ExchangeAct”,reporting obligations applicable to a U.S.domestic public company.10Table of ContentsOur status as a foreign private issuer under the Nasdaq St

240、ock Market Rules(the“Nasdaq rules”),will allow us to adopt certain home countrypractices in relation to corporate governance matters which may differsignificantly from Nasdaq corporate governance listing standardsapplicable to a U.S.domestic Nasdaq listed company.Our status as an“emerging growth com

241、pany”under the Jumpstart OurBusiness Startups Act of 2012(the“JOBS Act”)may make it moredifficult to raise capital as and when we need it.We may allocate the net proceeds from this offering in ways that differfrom the estimates discussed in the section titled“Use of Proceeds”andwith which you may no

242、t agree.Recent Regulatory Development inChinaWe are aware that,recently,the PRC government initiated a series ofregulatory actions and statements to regulate business operations in certain areasin China with little advance notice,including cracking down on illegal activitiesin the securities market,

243、enhancing supervision over China-based companies listedoverseas using variable interest entity structure,adopting new measures to extendthe scope of cybersecurity reviews,and expanding the efforts in anti-monopolyenforcement.Cybersecurity LawsOn December 28,2021,the CAC,the NDRC,and several other ad

244、ministrationsjointly adopted and published the new Measures for Cybersecurity Review(“NewMeasures”),which came into effect on February 15,2022.The New Measuresreiterate that,an operator of critical information infrastructure who purchasenetwork products or services that affects or may affect nationa

245、l security or anetwork platform operator who possesses the personal information of more than 1million users and intends to list in a foreign country shall declare to the Officeof Cybersecurity Review for cybersecurity review.The New Measures furtherelaborates the factors to be considered when assess

246、ing the national security risksof the relevant activities,including,among others,(i)the risk of core data,important data or a large amount of personal information being stolen,leaked,destroyed,and illegally used or exited the country;and(ii)the risk of criticalinformation infrastructure,core data,im

247、portant data or a large amount of personalinformation being affected,controlled,or maliciously used by foreign governmentsafter listing abroad.Given the nature of our business,we believe this risk is not significant.NewBrand may collect and store certain data(including certain personal information)f

248、rom our clients for“Know Your Customers”purpose,who may be PRC individuals.Wedo not currently expect the New Measures to have an impact on our business,operations or this offering as we do not believe that New Brand is deemed to be an“operator of critical information infrastructure”or“network platfo

249、rm operator”controlling personal information of no less than one million users,that arerequired to file for cybersecurity review before listing in the U.S.,because(i)as of date of this prospectus,we and our PRC Subsidiary have possessedsubstantially less than 1 million users of personal information

250、in our businessoperations;and(ii)as of the date of this prospectus,neither the Company nor NewBrand has not been involved in any investigations on cybersecurity or data securityinitiated by related governmental regulatory authorities,and we have not receivedany inquiry,notice,warning,or sanction in

251、such respect.Therefore,we are notcovered by the permission and requirements from the CAC.New Brand has received allnecessary permissions required to obtain from PRC authorities to operate itscurrent business in China,including Business License,Customs RegistrationCertificate and Bank Account Open Pe

252、rmit.Nevertheless,since these statements and regulatory actions are new,it ishighly uncertain how soon the legislative or administrative regulation makingbodies will respond and what existing or new laws or regulations or detailedimplementations and interpretations will be modified or promulgated.If

253、 the CAC orother regulatory agencies later promulgate new rules or explanations requiring thatwe obtain their approvals for this offering and any follow-on offering,we cannotassure you that we will be able to list our Shares on U.S.exchanges,or continueto offer securities to investors,which would ma

254、terially affect the interest of theinvestors and cause significantly depreciation of our price of Shares.See“RiskFactors We are required to obtain approval from PRC authorities to list onoverseas stock exchanges and may not be able to complete the filing because thefiling materials are incomplete or

255、 do not meet the requirements of the CSRC.”11Table of ContentsLaws on Offshore Securities OfferingOn July 6,2021,the relevant PRC government authorities issued Opinions onStrictly Cracking Down Illegal Securities Activities in Accordance with the Law.These opinions emphasized the need to strengthen

256、the administration over illegalsecurities activities and the supervision on overseas listings by China-basedcompanies and proposed to take effective measures,such as promoting theconstruction of relevant regulatory systems to deal with the risks and incidentsfaced by China-based overseas-listed comp

257、anies.On February 17,2023,the CSRC issued the Trial Administrative Measures ofOverseas Securities Offering and Listing by Domestic Enterprises,or the TrialMeasures,which have became effective on March 31,2023.On the same date of theissuance of the Trial Measures,the CSRC circulated No.1 to No.5 Supp

258、ortingGuidance Rules,the Notes on the Trial Measures,the Notice on AdministrationArrangements for the Filing of Overseas Listings by Domestic Enterprises and therelevant CSRC Answers to Reporter Questions on the official website of the CSRC,orcollectively,the Guidance Rules and Notice.The Trial Meas

259、ures,together with theGuidance Rules and Notice,established a new filing-based regime to regulateoverseas offerings and listings by domestic companies.Specifically,if an issuerconcurrently meets the following conditions,it shall be deemed a domesticenterprise indirectly conducting overseas offering

260、and listing:(i)among theoperating revenue,total profits,total assets or net assets of a domesticenterprise in the most recent fiscal year,any index accounts for over 50%of therelevant data in the audited consolidated financial statements of the issuer in thesame period,(ii)the main business activiti

261、es are carried out in China or the mainbusiness places are located in China,most senior executives responsible forbusiness operation are Chinese citizens,or their habitual residences are locatedin the territory of China.The recognition of indirect overseas offering andlisting of domestic enterprises

262、 shall follow the principle of substance over form.Under the Trial Measures and the Guidance Rules and Notice,domestic companiesconducting overseas securities offering and listing activities,either in direct orindirect form,shall complete filing procedures with the CSRC pursuant to therequirements o

263、f the Trial Measures within three working days following itssubmission of initial public offerings or listing application.The companies thathave already been listed on overseas stock exchanges or have obtained the approvalfrom overseas supervision administrations or stock exchanges for its offering

264、andlisting and will complete their overseas offering and listing prior to September30,2023 are not required to make immediate filings for its listing yet need tomake filings for subsequent offerings in accordance with the Trial Measures.Thecompanies that have already submitted an application for an

265、initial public offeringto overseas supervision administrations prior to the effective date of the TrialMeasures but have not yet obtained the approval from overseas supervisionadministrations or stock exchanges for the offering and listing may arrange for thefiling within a reasonable time period an

266、d should complete the filing procedurebefore such companies overseas issuance and listing.As these laws and regulations are recently issued,and the interpretation ofthese opinions remains unclear at this stage.We cannot assure you that any newrules or regulations promulgated in the future will not i

267、mpose additionalrequirements on us.Except for the filing required by the CSRC,if it is determinedin the future that approval from other regulatory authorities or other proceduresare required for this offering,it is uncertain whether we can or how long it willtake us to obtain such approval or comple

268、te such procedures and any such approvalor completion could be rescinded.Any failure to obtain or delay in obtaining suchapproval or completing such procedures for this offering,or a rescission of anysuch approval if obtained by us,would subject us to sanctions by the CSRC or otherPRC regulatory aut

269、horities for failure to seek CSRC approval or other governmentauthorization for this offering.These regulatory authorities may impose fines andpenalties on our operations in China,limit our ability to pay dividends outside ofChina,limit our operating privileges in China,delay or restrict the repatri

270、ationof the offering from this offering into China or take other actions that couldmaterially and adversely affect our business,financial condition,results ofoperations,and prospects,as well as the trading price of our shares.The CSRC orother PRC regulatory authorities also may take actions requirin

271、g us,or making itadvisable for us,to halt this offering before settlement and delivery of theShares offering hereby.Consequently,if you engage in market trading or otheractivities in anticipation of and prior to settlement and delivery,you do so atthe risk that settlement and delivery may not occur.

272、Any uncertainties or negativepublicity regarding such approval requirement could materially and adversely affectour business,prospects,financial condition,reputation,and the trading price ofthe shares.12Table of ContentsImplications of HFCA ActOur Shares may be prohibited from being trading on a nat

273、ional exchange underthe HFCA Act if the PCAOB is unable to inspect our auditor for three consecutiveyears beginning in 2021.Our auditor,WWC,P.C.,is an independent registered public accounting firmthat issues the audit report included elsewhere in this prospectus.As an auditorof companies that are tr

274、aded publicly in the United States and a firm registeredwith the PCAOB,it is subject to laws in the United States pursuant to which thePCAOB conducts regular inspections on its audit works to assess its compliance withthe applicable professional standards.Our auditor is currently subject to PCAOBins

275、pections and PCAOB is able to inspect our auditor in relation to our U.S.listing.The SEC adopted rules to implement the HFCA Act and,pursuant to the HFCA Act,the PCAOB issued its report on December 16,2021,notifying SEC of itsdetermination that it is unable to inspect or investigate completely PCAOB

276、-registered public accounting firms headquartered in mainland China or Hong Kongbecause of a position taken by one or more authorities in those jurisdictions.ThePCAOB made its determinations pursuant to PCAOB Rule 6100,which provides aframework for how the PCAOB fulfils its responsibilities under th

277、e HFCA Act.On August 26,2022,the PCAOB signed the SOP Agreements with the CSRC andChinas Ministry of Finance.The SOP Agreements established a specific,accountable framework to make possible complete inspections and investigations bythe PCAOB of audit firms based in mainland China and Hong Kong,as re

278、quired underU.S.law.On December 15,2022,the PCAOB Board determined that the PCAOB was ableto secure complete access to inspect and investigate registered public accountingfirms headquartered in mainland China and Hong Kong and voted to vacate itsprevious determinations to the contrary.However,should

279、 PRC authorities obstructor otherwise fail to facilitate the PCAOBs access in the future,the PCAOB Boardwill consider the need to issue a new determination.Notwithstanding the foregoing,in the event it is later determined that the PCAOB is unable to inspect orinvestigate completely our auditor,then

280、such lack of inspection could cause oursecurities to be delisted from the stock exchange.On June 22,2021,the U.S.Senate passed Accelerating Holding Foreign Companies Accountable Act and onDecember 29,2022,the Consolidated Appropriations Act was signed into law byPresident Biden,which contained,among

281、 other things,an identical provision toAccelerating Holding Foreign Companies Accountable Act and amended the HoldingForeign Companies Accountable Act by requiring the SEC to prohibit an issuerssecurities from trading on any U.S.stock exchanges if its auditor is not subjectto PCAOB inspections for t

282、wo consecutive years instead of three,thus reducing thetime before our Ordinary Shares may be prohibited from trading or delisted.Thedelisting of our Ordinary Shares,or the threat of their being delisted,maymaterially and adversely affect the value of your investment.Corporate InformationOur princip

283、al offices are located at 22/F,China United Plaza,1002-1008 TaiNan West Street,Cheung Sha Wan,Kowloon,HongKong and our telephone number is+852 2990 6492.Our registered office in the Cayman Islands is located at theConyers Trust Company(Cayman)Limited,Cricket Square,Hutchins Drive,PO Box2681,Grand Ca

284、yman,KY1-1111,Cayman Islands.The information contained therein or connected thereto shall not be deemed tobe incorporated into this prospectus or the registration statement of which itforms a part.Our agent for service of process in the UnitedStates is CogencyGlobal Inc.,located at 122 East 42nd Str

285、eet,18th Floor New York,NY 10168.Implications of Being an Emerging Growth Company and a Foreign PrivateIssuerAs a company with less than$1.235billion in revenue during our most recentlycompleted fiscal year,we qualify as an“emerging growth company”as defined inSection2(a)of the Securities Act,as mod

286、ified by the JOBS13Table of ContentsAct.As an emerging growth company,we may take advantage of certain reduceddisclosure and requirements that are otherwise applicable generally to U.S.publiccompanies that are not emerging growth companies.These provisions include:the option to include in an initial

287、 public offering registration statementonly two years of audited financial statements and selected financialdata and only twoyears of related disclosure;reduced executive compensation disclosure;andan exemption from the auditor attestation requirements of Section404 ofthe Sarbanes-Oxley Actof2002(“S

288、arbanes-Oxley Act”)in the assessmentof our internal control over financial reporting.The JOBS Act also permits an emerging growth company,such as us,to delayadopting new or revised accounting standards until such time as those standards areapplicable to private companies.We have not elected to“opt o

289、ut”of thisprovision,which means that when a standard is issued or revised and it hasdifferent application dates for public or private companies,we will have thediscretion to adopt the new or revised standard at the time private companies adoptthe new or revised standard and Our discretion will remai

290、n until such time that weeither(i)irrevocably elect to“opt out”of such extended transition period or(ii)no longer qualify as an emerging growth company.We will remain an emerging growth company until the earliest of:the lastday of our fiscal year during which we have total annual revenueof at least$

291、1.235billion;the lastday of our fiscal year following the fifth anniversary of theclosing of this offering;the date on which we have,during the previous three-year period,issuedmore than$1.0billion in non-convertible debt securities;orthe date on which we are deemed to be a“large accelerated filer”u

292、nderthe Exchange Act,which,among other things,would occur if the marketvalue of our Shares that are held by non-affiliates exceeds$700millionas of the last businessday of our most recently completed second fiscalquarter.We have taken advantage of reduced reporting requirements in this prospectus.Acc

293、ordingly,the information contained herein may be different than the informationyou receive from other public companies.In addition,upon closing of this offering,we will report under theExchangeAct as a“foreign private issuer.”As a foreign private issuer,we maytake advantage of certain provisions und

294、er the Nasdaq rules that allow us to followCayman Islands law for certain corporate governance matters.Even after we nolonger qualify as an emerging growth company,as long as we qualify as a foreignprivate issuer under the ExchangeAct,we will be exempt from certain provisionsof the Exchange Act that

295、 are applicable to U.S.domestic public companies,including:the sections of the ExchangeAct regulating the solicitation of proxies,consents,or authorizations in respect of a security registered under theExchangeAct;the sections of the Exchange Act requiring insiders to file publicreports of their sha

296、re ownership and trading activities and liability forinsiders who profit from trades made in a short period of time;the rules under the ExchangeAct requiring the filing with the Securitiesand Exchange Commission of quarterly reports on Form 10-Q containingunaudited financial and other specified info

297、rmation,or current reports onForm8-K,upon the occurrence of specified significant events;andRegulationFair Disclosure(“RegulationFD”),which regulatesselective disclosures of material information by issuers.We are also a foreign private issuer.Foreign private issuers,like emerginggrowth companies,are

298、 also exempt from certain more stringent executivecompensation disclosure rules.Thus,if we remain a foreign private issuer,14Table of Contentseven if we no longer qualify as an emerging growth company,we will continue to beexempt from the more stringent compensation disclosures required of publiccom

299、panies that are neither an emerging growth company nor a foreign private issuer.We may take advantage of these exemptions until such time as we are no longer aforeign private issuer.We are required to determine our status as a foreignprivate issuer on an annual basis at the end of our second fiscal

300、quarter.We wouldcease to be a foreign private issuer at such time as more than 50%of ouroutstanding voting securities are held by U.S.residents and any of the followingthree circumstances apply:the majority of our executive officers or directors are U.S.citizens orresidents;more than 50%of our asset

301、s are located in the UnitedStates;orour business is administered principally in the UnitedStates.15Table of ContentsTHE OFFERINGShares offered by us 2,500,0001 Shares(or 2,875,0001 Shares if therepresentative of the underwriters exercises theoption to purchase additional Shares in full).Shares offer

302、ed by the SellingShareholder 1,250,0001 SharesShares to be outstanding afterthis offering 13,750,0001 Shares(or 14,125,0001 Shares ifthe representative of the underwriters exercisesthe option to purchase additional Shares in full).Option to purchase additionalShares We have granted the representativ

303、e of theunderwriters an option to purchase up to375,0001 additional Shares from us within 45days from the closing of this offering.Use of proceeds We estimate that we will receive net proceeds fromthis offering of approximately$9.4 million,orapproximately$11.0 million if the representativeof the und

304、erwriters exercises the option topurchase additional Shares in full,which is themidpoint of the price range set forth on the coverpage of this prospectus,after deducting theestimated underwriting discounts and commissionsand estimated offering expenses payable by us.We intend to use the net proceeds

305、 from thisoffering as follows:20%to procure raw materials used in textileand garment manufacturing,including fiber andyarn,for upstream vertical expansion and leadtime reduction;20%to broaden our customer base and developnew customers through marketing and/or toincrease our market presence in other

306、keymarkets such as the United States or Europe;20%to enhance our efficiency and our SCMservice capabilities by enhancing ourcollaboration with our suppliers and logisticservice providers or make investments in theseareas;10%to explore and introduce eco-friendly andsustainable raw materials for our c

307、ustomersconsideration and to broaden our sourcingchain to cover quality suppliers of thesematerials;and30%to fund general working capital needs.We will not receive any of the proceeds from thesale of shares by the Selling Shareholder.See“Use of Proceeds”for additional information.Risk factors See“Ri

308、sk Factors”and other information includedin this prospectus for a discussion of factors youshould carefully consider before deciding toinvest in our Shares.Listing We have applied to list our Shares on the NasdaqCapital Market under the symbol“MJID”.At thistime,Nasdaq Capital Market has not yet appr

309、ovedour application to list our ordinary shares.Theclosing of this offering is conditioned uponNasdaq Capital Markets final approval of ourlisting application.However,there is noassurance that this offering will be closed andour Shares will be trading on the Nasdaq CapitalMarket.If the Nasdaq Capita

310、l Market does notapprove our listing application this initialpublic offering will be terminated.The number of Shares to be outstanding after this offering is based on11,250,000 Shares outstanding as of September 30,2022.Unless otherwise indicated,all information in this prospectus assumes or givesef

311、fect to:no exercise by the representative of the underwriters of the option topurchase up to 375,0001 additional Shares from us;andthe adoption and effectiveness of the amendments to our Memorandum andArticles of Association,which will occur immediately prior to the closingof this offering._1Estimat

312、e only.To be finalized at pricing.16Table of ContentsSUMMARY CONSOLIDATED FINANCIAL DATAThe following summary consolidated statements of income for the years endedSeptember 30,2022 and 2021 and consolidated balance sheets data as of September30,2022 and 2021 have been derived from our consolidated f

313、inancial statementsincluded elsewhere in this prospectus.Our consolidated financial statements areprepared and presented in accordance with U.S.GAAP.Our historical results are notnecessarily indicative of the results that may be expected for any future period.The following summary consolidated finan

314、cial data should be read in conjunctionwith“Managements Discussion and Analysis of Financial Condition and Results ofOperations”and our consolidated financial statements included elsewhere in thisprospectus.YearendedSeptember30,2021 2022 2022 RMB RMB US$Revenue 99,521,616 114,548,334 16,102,950Cost

315、of revenue(85,249,332)(100,404,904)(14,114,698)Gross profit 14,272,284 14,143,430 1,988,252 Selling and marketing(436,766)(350,209)(49,232)General and administrative(3,324,698)(3,170,139)(445,651)(Provision)/reversal of provision fordoubtful accounts(2,243,276)192,045 26,997 INCOME FROM OPERATIONS 8

316、,267,544 10,815,127 1,520,366 OTHER INCOME(EXPENSES)Interest income 4,415 42,337 5,952Interest expense(1,363,350)(1,566,397)(220,201)Other income,net 911,293 334,030 46,957Total other expenses,net(447,642)(1,190,030)(167,292)INCOME BEFORE INCOME TAXES 7,819,902 9,625,097 1,353,074 INCOME TAX EXPENSE

317、S Current(3,166,794)(2,350,239)(330,391)Deferred 560,819(48,001)(6,748)PROVISION FOR INCOME TAXES(2,605,975)(2,398,240)(337,139)NET INCOME 5,213,927 7,226,857 1,015,935 FOREIGN CURRENCY TRANSLATION ADJUSTMENT(98,193)(571,914)(80,398)TOTAL COMPREHENSIVE INCOME 5,115,734 6,654,943 935,537 Weighted ave

318、rage number of ordinaryshares:Basic and diluted*11,250,000 11,250,000 11,250,000 EARNINGS PER SHAREBASIC ANDDILUTED*0.45 0.59 0.08_*Giving retroactive effect to the 112,500 for 1 stock split effected on November3,202117Table of Contents As atSeptember30,2021 2022 2022 RMB RMB US$Balance Sheet data C

319、ash and cash equivalent 105,710 1,166,538 163,989Total current assets 70,364,502 79,042,393 11,111,605Total other assets 3,343,288 2,905,623 408,466Total assets 73,707,790 81,948,016 11,520,071Total current liabilities 75,703,627 77,348,471 10,873,478Total non-current liabilities 66,742 Total liabil

320、ities 75,770,369 77,348,471 10,873,478Total shareholders(deficit)equity(2,062,579)4,599,545 646,59318Table of ContentsRISK FACTORSInvesting in our Shares is highly speculative and involves a significant degreeof risk.You should carefully consider the following risks,as well as otherinformation conta

321、ined in this prospectus,before making an investment in our company.The risks discussed below could materially and adversely affect our business,prospects,financial condition,results of operations,cash flows,ability to paydividends and the trading price of our Shares.Additional risks and uncertaintie

322、s notcurrently known to us or that we currently deem to be immaterial may also materiallyand adversely affect our business,prospects,financial condition,results ofoperations,cash flows and ability to pay dividends,and you may lose all or part ofyour investment.Risks Related to Doing Business inChina

323、Uncertainties with respect to the PRC legal system,including risks anduncertainties regarding the enforcement of laws,and sudden or unexpectedchanges in laws and regulations in the PRC with little advance notice couldresult in a material change in our operations and/or the value of thesecurities we

324、are registering for sale.There are substantial uncertainties regarding the interpretation and applicationof PRC laws and regulations.The PRC legal system is based on written statutes andtheir legal interpretations by the Standing Committee of the National PeoplesCongress.Previous court decisions may

325、 be cited for reference but have limitedprecedential value.Since 1979,the PRC government has been developing acomprehensive system of commercial laws,and considerable progress has been made inintroducing laws and regulations dealing with economic matters such as foreigninvestment,corporate organizat

326、ion and governance,commerce,taxation and trade.However,as these laws and regulations are relatively new,and due to the limitedvolume of published cases and their non-binding nature,interpretation andenforcement of these laws and regulations involve uncertainties.These laws andregulations are sometim

327、es vague and may be subject to future changes,and theirofficial interpretation and enforcement could be unpredictable,with little advancenotice which could result in a material change in our operations and/or the value ofour Shares.It is also uncertain whether having several of our directors and off

328、icerslocated in Hong Kong will subject us to the oversight of the Chinese authorities inthe future.Furthermore,the PRC legal system is based in part on government policies andinternal rules,some of which are not published on a timely basis or at all and mayhave a retroactive effect.As a result,we ma

329、y not be aware of our violation of anyof these policies and rules until sometime after the violation.In addition,anyadministrative and court proceedings in China may be protracted,resulting insubstantial costs and diversion of resources and management attention.The PRC government may intervene or in

330、fluence our operations at any time,which could result in a material change in our operations and/or the valueof the securities we are registering for sale.MIHL is a holding company and we conduct our operations through our PRCsubsidiary New Brand inChina.Our operations are all located inChina,and al

331、l ofour clients are PRC persons.The PRC government may choose to exercise significantoversight and discretion,and the regulations to which we are subject may changerapidly and with little notice to us or our shareholders.As a result,theapplication,interpretation,and enforcement of new and existing l

332、aws and regulationsin China are often uncertain.In addition,these laws and regulations may beinterpreted and applied inconsistently by different agencies or authorities,andinconsistently with our current policies and practices.New laws,regulations,andother government directives inChina may also be c

333、ostly to comply with,and suchcompliance or any associated inquiries or investigations or any other governmentactions may:delay or impede our development;result in negative publicity or increase our operating costs;require significant management time and attention;andsubject us to remedies,administrative penalties and even criminalliabilities that may harm our business,including fines assessed for