1、F-1 1 ff12023_3enetwork.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on December 20,2023.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_3 E NETWORK TECHNOLOGY

2、GROUP LIMITED(Exact name of registrant as specified in its charter)_British Virgin Islands 7371 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)B046 of Room 801,11 Sixing StreetHuangge

3、 Town,Nansha DistrictGuangzhou,Guangdong Province,PRCTel:+86-020-343-29249(Address,including zip code,and telephone number,including area code,ofregistrants principal executive offices)_Cogency Global Inc.122 East 42nd Street,18th FloorNewYork,NY10168(Name,address,including zip code,and telephone nu

4、mber,including area code,ofagent for service)_With a Copy to:Arila Zhou,Esq.Anna Wang,Esq.Robinson&Cole LLPChrysler East Building666 Third Avenue,20th FloorNewYork,NY10017Tel:(212)451-2908 Benjamin Tan,Esq.Sichenzia Ross Ference LLP1185 Avenue of the Americas,31stFloor,NewYork,NY10036Tel:212-930-970

5、0_Approximate date of commencement of proposed sale to the public:Promptly after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on adelayed or continuous basis pursuant to Rule415 under the Securities Actof1933check the foll

6、owing box:If this Form is filed to register additional securities for an offering pursuantto Rule462(b)under the Securities Act,please check the following box and list theSecurities Act registration statement number of the earlier effective registrationstatement for the same offering.If this Form is

7、 a post-effective amendment filed pursuant to Rule462(c)underthe Securities Act,check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule462(d

8、)underthe Securities Act,check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the sameoffering.Indicate by check mark whether the registrant is an emerging growth company asdefined in Rule405 of the Securities Actof1933.

9、Emerging growth companyIf an emerging growth company that prepares its financial statements inaccordance with U.S.GAAP,indicate by check mark if the registrant has elected notto use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant t

10、o Section 7(a)(2)(B)of the SecuritiesActThe Registrant hereby amends this registration statement on such dateor dates as may be necessary to delay its effective date until theRegistrant shall file a further amendment which specifically states thatthis registration statement shall thereafter become e

11、ffective in accordancewith Section 8(a)of the Securities Act of 1933,as amended,or untilthe registration statement shall become effective on such date as theSecurities and Exchange Commission,acting pursuant to such Section8(a),may determine.Table of ContentsThe information in this prospectus is not

12、 complete and may be changed.We may notsell the securities until the registration statement filed with the Securities andExchange Commission is effective.This preliminary prospectus is not an offer to sellthese securities and we are not soliciting any offer to buy these securities in anyjurisdiction

13、 where such offer or sale is not permitted.Preliminary Prospectus SUBJECT TO COMPLETION,DATED DECEMBER 20,20233 E NETWORK TECHNOLOGY GROUP LIMITED3,000,000 Class A Ordinary SharesThis is a firm commitment initial public offering of 3,000,000 class A ordinaryshares of 3 E Network Technology Group Lim

14、ited(the“Company”or“3e Network”,“we”,“us”),par value$0.0001 per share(each,a“Class A Ordinary Share”,collectively,“Class A Ordinary Shares”).The estimated initial public offeringprice for the Class A Ordinary Shares in the offering is expected to be between$4.00and$6.00 per Class A Ordinary Share.No

15、 public market currently exists for our Class A Ordinary Shares.We intend tolist the Class A Ordinary Shares on the Nasdaq Capital Market under thesymbol“EEET”.This offering is contingent upon the final approval from Nasdaq forour listing on Nasdaq Capital Market.We will not proceed to consummate th

16、is offeringif Nasdaq denies our listing.There is no guarantee or assurance that our Class AOrdinary Shares will be approved for listing on Nasdaq Capital Market or that theoffering will be closed.We are a holding company incorporated in the British Virgin Islands(“BVI”).Asa holding company,our opera

17、tions are conducted by our indirect wholly-ownedsubsidiaries based in the Peoples Republic of China(“PRC”or“China”),Guangzhou 3e Network Technology Company Limited(the“Guangzhou Sanyi Network”)andGuangzhou 3E Network Technology Company Limited(the“Guangzhou 3E Network”),whichwe maintain 100%ownershi

18、p via our wholly-owned subsidiary based in HongKong,3eNetwork Technology Company Limited(the“HK 3e Network”).This is an offering ofthe Class A Ordinary Shares of 3e Network,the holding company incorporated in BVI,instead of shares of our operating entities in mainland China,Guangzhou SanyiNetwork an

19、d Guangzhou 3E Network,or our subsidiary in HongKong,HK 3e Network.Ourcorporate structure may involve unique risks to investors.Our corporate structuremay not be enforceable in the PRC,if PRC government authorities or courts take aview that such corporate structure contravenes PRC laws and regulatio

20、ns or isotherwise not enforceable for public policy reasons.In addition,the Chinesegovernmental authorities may take a different view than us about our corporatestructure because of the promulgation of new laws or regulations,or the newinterpretation of existing laws and regulations.In the event PRC

21、 governmentauthorities disallow our current corporate structure,we will be unable to exerteffective control over Guangzhou Sanyi Network,Guangzhou 3E Network or HK 3e Networkand there will be a material change in our operations and/or a material change in thevalue of Class A Ordinary Shares we are r

22、egistering for sale.Such an event couldsignificantly affect our ability to offer or continue to offer securities toinvestors,and as a result,our Class A Ordinary Shares may decline significantly invalue or become worthless.See more details under“Risk FactorsRisks Related toDoing Business in ChinaBec

23、ause substantially all of our operations are in China,we face risks arising from the legal system in China,including risks anduncertainties regarding the enforcement of laws and that rules and regulations inChina can change quickly with little advance notice.The PRC government may exerciseoversight

24、and discretion over the conduct of our business or may intervene orinfluence our operations at any time,and our operations may be affected by evolvingregulatory policies,all of which could result in a material change in our operationsor the value of our securities,significantly limit or completely h

25、inder our abilityto offer or continue to offer securities to investors,or cause the value of oursecurities to significantly decline or become worthless.”on page 34 of thisprospectus and detailed discussion of legal uncertainties and jurisdictional limitsin China under“Risk FactorsRisks Related to Do

26、ing Business in ChinaWeare subject to the laws and regulations of the PRC,which can change quickly withlittle advance notice and differ in material aspects from the laws of theUnitedStates.”on page 36 of this prospectus.We face various legal and operational risks associated with having substantially

27、all of our operations in China.We face risks arising from the legal system in China,including risks and uncertainties regarding the enforcement of laws and that rulesand regulations in China can change quickly with little advance notice.The PRCgovernment has significant authority to exert influence

28、on the ability of a China-based company,like us,to conduct its business,accept Table of Contentsforeign investments or list on a U.S.stock exchange.As discussed below andelsewhere,recently,the PRC government has indicated an intent to exert moreoversight and control over offerings that are conducted

29、 overseas and/or foreigninvestment in China-based issuers.For example,we face risks associated withregulatory approvals of offshore offerings,anti-monopoly regulatory actions,cybersecurity and data privacy,as well as the lack of inspection from the PCAOB.ThePRC government may also intervene with or

30、influence our operations as the governmentdeems appropriate to further regulatory,political and societal goals.Any suchaction with adverse effect,once taken by the PRC government,could result in amaterial change in our operations or the value of our securities,significantly limitor completely hinder

31、 our ability to offer or continue to offer securities toinvestors,or cause the value of our securities to significantly decline or becomeworthless.See more details under“Risk Factors Risks Related to Doing Business inChina Because substantially all of our operations are in China,we face risksarising

32、 from the legal system in China,including risks and uncertainties regardingthe enforcement of laws and that rules and regulations in China can change quicklywith little advance notice.The PRC government may exercise oversight and discretionover the conduct of our business or may intervene or influen

33、ce our operations at anytime,and our operations may be affected by evolving regulatory policies,all ofwhich could result in a material change in our operations or the value of oursecurities,significantly limit or completely hinder our ability to offer or continueto offer securities to investors,or c

34、ause the value of our securities tosignificantly decline or become worthless.”on page 34 of this prospectus,“RiskFactor Risks Related to Doing Business in China The PRC government hassignificant authority to exert influence on our operations in mainland China.Mainland Chinas economic,political and s

35、ocial conditions,as well as changes inany government policies,laws and regulations may be quick and,could have a materialadverse effect on our business and the value of our Class A Ordinary Shares.”onpage 38 of this prospectus,and under“Risk Factor Risks Related to Doing Businessin China We are subj

36、ect to the laws and regulations of the PRC,which can changequickly with little advance notice and differ in material aspects from the laws ofthe United States”on page 36 of this prospectus.The operational risks associated with being based in and having operations inChina also apply to operations in

37、Hong Kong.With respect to the legal risksassociated with being based in and having operations in China,the laws,regulationsand discretion of the governmental authorities in China discussed in this prospectusare expected to apply to entities and businesses in mainland China,rather than toentities or

38、businesses in Hong Kong which operate under different sets of laws fromthose of mainland China.Recent statements by the PRC government have indicated an intent to exert moreoversight over offerings that are conducted overseas and/or foreign investments inChina-based issuers.The PRC government recent

39、ly initiated a series of regulatoryactions and made a number of public statements on the regulation of businessoperations in China,including cracking down on illegal activities in the securitiesmarket,enhancing supervision over China-based companies listed overseas using avariable interest entity(VI

40、E)structure,adopting new measures to extend the scopeof cybersecurity reviews,and expanding efforts in anti-monopoly enforcement.OnFebruary17,2023,the China Securities Regulatory Commission(the“CSRC”)issuedthe Trial Administrative Measures of Overseas Securities Offering and Listing byDomestic Compa

41、nies(the“Trial Administrative Measures”)and relevant supportingguidelines(collectively,the“New Administrative Rules Regarding OverseasListings”),which came into force since March 31,2023.According to the NewAdministrative Rules Regarding Overseas Listings,among other things,a domesticcompany in the

42、PRC that seeks to offer and list securities in overseas markets,bothdirectly and indirectly,shall fulfill the filing procedure with the CSRC as perrequirement of the Trial Administrative Measures.Where a domestic company seeks todirectly offer and list securities in overseas markets,the issuer shall

43、 file withthe CSRC.Where a domestic company seeks to indirectly offer and list securities inoverseas markets,the issuer shall designate a major domestic operating entity,whichshall,as the domestic responsible entity,file with the CSRC.Initial publicofferings or listings in overseas markets shall be

44、filed with the CSRC within threeworking days after the relevant application is submitted overseas.If an issueroffers securities in the same overseas market where it has previously offered andlisted securities subsequently,filings shall be made with the CSRC within threeworkingdays after the offering

45、 is completed.Upon occurrence of any material event,such as change of control,investigations or sanctions imposed by overseas securitiesregulatory agencies or other relevant competent authorities,change of listing statusor transfer of listing segment,or voluntary or mandatory delisting,after an issu

46、erhas offered and listed securities in an overseas market,the issuer shall submit areport thereof to the CSRC within three workingdays after the occurrence and publicdisclosure of such event.We believe that we are required to complete filingprocedures with the CSRC pursuant to the Trial Administrati

47、ve Measures and we willcomply with the filing requirements within a prescribed time period pursuant to theNew Administrative Rules Regarding Overseas Listings.Since the New AdministrativeRules Regarding Overseas Listings are newly promulgated,and the interpretation andimplementation thereof is subje

48、ct to change,we cannot assure that we will be able tocomplete the relevant filings in a timely manner or fulfil all the regulatoryrequirements thereunder.On February24,2023,the CSRC promulgated the Provisionson Strengthening Confidentiality and Archives Administration of Overseas SecuritiesOffering

49、and Listing by Domestic Companies(the“Archives Rules”),which also becameeffective on March31,2023.The Archives Table of ContentsRules set out rules,requirements and procedures relating to provision of documents,materials and accounting archives for securities companies and securities serviceprovider

50、s to overseas regulatory agencies and other entities and individuals inconnection with overseas offering and listing,including without limitation to,domestic companies that carry out overseas offering and listing(either in direct orindirect means)and the securities companies and securities service p

51、roviders(eitherincorporated domestically or overseas)that undertake relevant businesses shall notleak any state secret and working secret of government agencies to overseas entitiesor engage in conducts that may harm national security and public interest.If acompany seeking overseas listing plan to,

52、either directly or through its overseaslisted entity,publicly disclose or provide any documents and materials that containstate secrets or working secrets of government agencies to others,it shall reportthe relevant information to the local state secrecy regulatory agencies,and obtainapproval from t

53、he relevant authorities according to law before disclosure.Workingpapers produced in the Chinese mainland by securities companies and securitiesservice providers in the process of providing corresponding services related tooverseas offering and listing by domestic companies shall be retained in the

54、Chinesemainland.Where such documents need to be transferred or transmitted to outside theChinese mainland,relevant approval procedures stipulated by such regulations shallbe followed.While we believe we have not engaged in leaking any state secret andworking secret of government agencies,or in condu

55、ct that may harm national securityand public interest in connection with provision of documents,materials andaccounting records in connection with the offering,there is uncertainty how the newprovisions will be interpreted and implemented in the future,and we may be requiredto perform additional pro

56、cedures in connection with the provision of accounting andother records under the Archives Rules.Any failure of us to fully comply with newregulatory requirements may significantly affect our ability to offer or continue tooffer our Class A Ordinary Shares,cause disruption to our business operations

57、,damage our reputation,materially and adversely affect our financial condition andresults of operations and cause our Class A Ordinary Shares to significantly declinein value or become worthless.See“Risk FactorRisks Related to Doing Businessin ChinaWith the promulgation of the new filing-based admin

58、istrative rules foroverseas offering and listing by domestic companies in China,the PRC government mayexert more oversight over overseas public offerings conducted by China-based issuers,which could significantly affect our ability to offer or continue to offer our ClassA Ordinary Shares to investor

59、s and could cause the value of our Class A OrdinaryShares to significantly decline or become worthless.”on page 37 of this prospectus.On December28,2021,the Measures for Cybersecurity Review was promulgated bythe Cyberspace Administration of China(the“CAC”)and became effective onFebruary15,2022,whic

60、h provides that any“online platform operators”controllingpersonal information of more than one million users should be subject to acybersecurity review before seeking listing on a foreign stock exchange.We cannotassure you that we will not be deemed as the“online platform operators”asmentioned above

61、,even though we do not believe that we are directly subject to theseregulatory actions or statements,as our business does not rely on the collection ofuser data,implicate cybersecurity,or involve any other type of restricted industry.There is no assurance as to how the Measures will be enforced by t

62、he relevantauthorities,or what existing or new laws or regulations or detailed implementationrules and interpretations will be modified or promulgated,if any,or the potentialimpact such modified or new laws and regulations will have on our daily businessoperations or our ability to accept foreign in

63、vestments and be listed on aU.S.exchange.If the CAC or other regulatory agencies later promulgate new rules orexplanations requiring that we obtain their approvals for this offering and anyfollow-on offering,we may be unable to obtain such approvals which couldsignificantly affect our ability to off

64、er or continue to offer securities to ourinvestors on a U.S.or any other foreign exchange.The CAC or other PRC regulatoryagencies may also take actions requiring us,or making it advisable for us,to haltthis offering before the settlement and delivery of the Class A Ordinary Shares thatwe are offerin

65、g.Consequently,if you engage in market trading or other activities inanticipation of and prior to the settlement and delivery of the Class A OrdinaryShares we are offering,you would be doing so at the risk that the settlement anddelivery may not occur.Any uncertainties or negative publicity regardin

66、g suchapproval requirements could have a material effect on our ability to complete thisoffering or any follow-on offering of our securities or the market for and marketprice of our Class A Ordinary Shares.Please see“Risk FactorRisks Related toDoing Business in ChinaRecent greater oversight by the C

67、AC over data security,particularly for companies seeking to list on a foreign exchange,could impact ourbusiness and our proposed offering.”on page 39 of this prospectus.Our Class A Ordinary Shares may be prohibited to trade on a national exchange or“over-the-counter”markets under the Holding Foreign

68、 Companies Accountable Act(the“HFCA Act”)if the Public Company Accounting Oversight Board(the“PCAOB”)isunable to inspect our auditors for three consecutive years beginning in 2021.Furthermore,on June 22,2021,the U.S.Senate passed the Accelerating HoldingForeign Companies Accountable Act(the“AHFCAA”)

69、,which,if signed into law,wouldamend the HFCA Act and require the SEC to prohibit an issuers securities fromtrading on any U.S.stock exchanges if its auditor is not subject to PCAOBinspections for two consecutiveyears instead of three consecutiveyears.Pursuantto the HFCA Act,the PCAOB issued a Deter

70、mination Report on December16,2021(the“Determination Report”)which found that the PCAOB is unable to inspect orinvestigate completely registered public accounting firms headquartered in:(1)mainland China,and(2)HongKong.On August26,2022,a Statement of Protocolwas signed by the PCAOB,the CSRC and the

71、Ministry of Finance of the PRC(the“MOF”)governing inspections and investigations of audit firms based in mainland China andHongKong(the“Statement of Protocol”).Pursuant to the Statement of Protocol,thePCAOB Table of Contentsconducted inspections on select registered public accounting firms subject t

72、o theDetermination Report in Hong Kong between September and November 2022.OnDecember15,2022,the PCAOB board announced that it has completed the inspections,determined that it had complete access to inspect or investigate completelyregistered public accounting firms headquartered in mainland China a

73、nd HongKong,and voted to vacate the Determination Report.On December29,2022,the ConsolidatedAppropriations Act,2023(the“CAA”)was signed into law by President Biden.The CAAcontained,among other things,an identical provision to the AHFCAA,which reducesthe number of consecutive non-inspection years req

74、uired for triggering theprohibitions under the HFCA Act from three years to two.Our registered publicaccounting firm,HTL International,LLC(“HTL”),is headquartered in Houston,Texas.HTL is subject to PCAOB inspections on a regular basis.HTL is not headquartered inmainland China or HongKong and was not

75、 identified in the Determination Report as afirm subject to the PCAOBs determination.Notwithstanding the foregoing,in thefuture,if there is any regulatory change or step taken by PRC regulatory agenciesthat does not permit HTL to provide audit workpapers to the PCAOB for inspection orinvestigation,o

76、r the PCAOB re-evaluates its determination as a result of anyobstruction with the implementation of the Statement of Protocol in the future,youmay be deprived of the benefits of such inspection which could result in limitationor restriction to our access to the U.S.capital markets and trading of our

77、securities on a national exchange or“over-the-counter”markets may be prohibitedunder the HFCA Act.See“Risk FactorsRisks Related to This offering and OurClass A Ordinary SharesThe HFCA Act and the AHFCAA passed by the U.S.Senate,all call for additional and more stringent criteria to be applied to eme

78、rging marketcompanies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.These developments could adduncertainties to our offering and listing on the Nasdaq Capital Market,and Nasdaqmay determine to delist our securities if the PCAOB

79、 determines that it cannot inspector fully investigate our auditor.”on page 55 of this prospectus for moreinformation.Neither 3e Network nor its subsidiaries have maintained cash management policieswhich dictate the purpose,amount and procedure of cash transfers between theentities.Each entity needs

80、 to comply with applicable laws or regulations withrespect to transfer of funds,dividends and distributions with other entities.As aholding company,we may rely on transfer of funds,dividends and other distributionson equity paid by our subsidiaries for our cash and financing requirements.If any ofou

81、r subsidiaries incurs debt on its own behalf in the future,the instrumentsgoverning such debt may restrict their ability to pay dividends and our cash andfinancing requirement may not be fully satisfied.As of the date of this prospectus,none of our subsidiaries have made anydividends or distribution

82、s to 3e Network,and no dividends or distributions have beenmade to any investors by 3e Network or any of its subsidiaries.We intend to keep anyfuture earnings to re-invest in and finance the expansion of the business of ourHongKong and PRC subsidiaries,and we do not anticipate that any cash dividend

83、swill be paid in the foreseeable future to the U.S.investors immediately followingthe consummation of this offering.Under BVI law,a BVI company may pay a dividend onits shares,provided that the directors of the company are satisfied on reasonablegrounds that immediately after the dividend the compan

84、y will pass the solvency testset out in section 56 of the BVI Act.In order for us to pay dividends to ourshareholders,we will rely on the distribution of profits of the PRC and HongKongsubsidiaries to our BVI subsidiary,and then to 3e Network.PRC regulations currentlypermit the payment of dividends

85、only out of accumulated profits,as determined inaccordance with accounting standards and PRC regulations.Although none of oursubsidiaries have made any dividends or distributions to us as of the date of thisprospectus,the PRC subsidiaries may be subject to the applicable foreign currencycontrol in t

86、he event that the PRC subsidiaries were to remit foreign currencypayments out of mainland China in the future.In addition,the Enterprise Income Tax Law and its implementation rules providethat a withholding tax at a rate of 10%will be applicable to dividends payable byChinese companies to non-PRC-re

87、sident enterprises unless reduced under treaties orarrangements between the PRC central government and the governments of othercountries or regions where the non-PRC resident enterprises are tax resident.Pursuant to the tax agreement between mainland China and the Hong Kong SpecialAdministrative Reg

88、ion,the withholding tax rate in respect to the payment ofdividends by a PRC enterprise to a HongKong enterprise may be reduced to 5%from astandard rate of 10%.However,if the relevant tax authorities determine that ourtransactions or arrangements are for the primary purpose of enjoying a favorable ta

89、xtreatment,the relevant tax authorities may adjust the favorable withholding tax inthe future.Accordingly,there is no assurance that the reduced 5%withholding ratewill apply to dividends received by HK 3e Network from Guangzhou Sanyi Network andGuangzhou 3E Network.This withholding tax will reduce t

90、he amount of dividends we mayreceive from Guangzhou Sanyi Network and Guangzhou 3E Network.Under the currentapplicable laws and regulations in relation to taxation in Hong Kong,nowithstanding tax is levied in Hong Kong in respect of dividends paid by HK 3eNetwork to its shareholder(s).Any limitation

91、 on the ability of our Hong Kongsubsidiary to pay dividends or make other distributions to us could materially andadversely limit our ability to grow,make investments or acquisitions that could bebeneficial to our business,pay dividends,or otherwise fund and conduct ourbusiness.For more details on t

92、he relevant information for dividend payments ordistributions,see“Prospectus SummaryDividend Distributions or Assets Transferamong the Holding Company and Subsidiaries”on page 6 of this prospectus,and“RiskFactorsRisks Table of ContentsRelated to Doing Business in ChinaThe transfer of funds,dividends

93、 and otherdistributions between us and our subsidiaries is subject to restriction.”on page 50of this prospectus and“Risk Factors Risks Related to Doing Business inChinaTo the extent any funds or assets in the business is in mainland China orHongKong or a mainland China or HongKong entity,the funds o

94、r assets may not beavailable to fund operations or for other use outside of mainland China orHongKong.”on page 51 of this prospectus.For a summary of the condensed consolidated schedule and the consolidatedfinancial statements,see“Summary Consolidated Financial and Operating Information”on page 21 o

95、f this prospectus;“Risk FactorsRisks Related to Doing Business inChinaWe are subject to the laws and regulations of the PRC,which can changequickly with little advance notice and differs in material aspects from the laws ofthe UnitedStates.”on page 36 of this prospectus;“We must remit the offeringpr

96、oceeds to mainland China before they may be used to benefit our business inmainland China,the process of which may be time-consuming,and we cannot assure thatwe can finish all necessary governmental registration processes in a timely manner.”on page 42 of this prospectus;“PRC regulation of loans and

97、 direct investment byoffshore holding companies to PRC entities may delay or prevent us from using theproceeds of this offering to make loans or additional capital contributions to ourPRC subsidiaries,which could materially and adversely affect our liquidity and ourability to fund and expand our bus

98、iness.”on page 45 of this prospectus;“We mayrely on dividends and other distributions on equity paid by our PRC subsidiaries tofund any cash and financing requirements we may have,and any limitation on theability of our PRC subsidiaries to make payments to us could have a material andadverse effect

99、on our ability to conduct our business.”on page 51 of thisprospectus;and“Governmental regulation of currency conversion may limit ourability to utilize our revenues effectively and affect the value of yourinvestment.”on page 46 of this prospectus.To address persistent capital outflows and the RMBs d

100、epreciation against theU.S.dollar in the fourth quarter of 2016,the Peoples Bank of China(the“PBOC”)and the State Administration of Foreign Exchange(the“SAFE”)have implemented aseries of administrative measures in the subsequent months,including strictervetting procedures for China-based companies t

101、o remit foreign currency for overseasacquisitions,dividend payments and shareholder loan repayments.The PRC governmentmay continue to strengthen its implementation of administrative measures and ouroperating entities dividends and other distributions may be subject to tightenedscrutiny in the future

102、.Therefore,Guangzhou Sanyi Network and Guangzhou 3E Networkmay experience difficulties in completing the administrative procedures necessary toobtain and remit foreign currency for the payment of dividends from our profits,ifany.Furthermore,if Guangzhou Sanyi Network or Guangzhou 3E Network incur de

103、bt ontheir own in the future,the instruments governing the debt may restrict theirability to pay dividends or make other payments.We are a BVI company and conduct all of our operations and substantially all ofour assets are located in HongKong and mainland China.In addition,all of ourdirectors and o

104、fficers are nationals or residents of countries other than theUnited States.A substantial portion of the assets of these persons is locatedoutside the United States.As a result,it may be difficult for you to effectservice of process within the United States upon these persons.It may also bedifficult

105、 for you to enforce the U.S.courts judgments obtained in U.S.courtsincluding judgments based on the civil liability provisions of the U.S.federalsecurities laws against us and our officers and directors.See“RiskFactorsRisks Related to Doing Business in ChinaCertain legal requirementsshall be met for

106、 effecting service of legal process,enforcing foreign judgments orbringing actions in China against us or our management named in the prospectus.”onpage 49 of this prospectus.Immediately prior to the completion of this offering,our issued and outstandingshare capital will consist of 10,000,000 Class

107、 A Ordinary Shares and no Class Bordinary shares,par value$0.0001 per share(each,a“Class B Ordinary Share”,collectively,“Class B Ordinary Shares”).Holders of Class A Ordinary Shares andClass B Ordinary Shares will have the same rights except for voting,authorisation ofissue and transfer rights.Holde

108、rs of Class A Ordinary Shares shall be entitled toone vote per share on all matters subject to the vote at general meetings of theCompany,and holders of Class B Ordinary Shares shall be entitled to 20 votes pershare on all matters subject to the vote at general meetings of the Company.Holdersof our

109、Class A Ordinary Shares and Class B Ordinary Shares vote together as a singleclass on all matters submitted to a vote of our shareholders,except as may otherwisebe required by law.Class B Ordinary Shares may only be issued if approved by 75%ofthe directors voting at a meeting or the directors or by

110、a written resolution ofdirectors passed by 75%of all the directors.Class A Ordinary Shares may be issuedwith the approval of 50%of the directors at a meeting or the directors or by awritten resolution of directors passed by 50%of all the directors.Class B OrdinaryShares are non transferable whilst C

111、lass A Ordinary Shares may be transferred inaccordance with the articles of association.Neither Class A Ordinary Shares norClass B Ordinary Shares are convertible into shares of any other class of theCompany.See“Risk Factors Risks Related to This Offering and Our Class AOrdinary Shares Our dual-clas

112、s voting structure will limit your ability toinfluence corporate matters and could discourage others from pursuing any change ofcontrol transactions that holders of our Class A Ordinary Shares may view asbeneficial.”on page 54 of this prospectus.Table of ContentsOur Chairman and Director,Mr.Joseph S

113、hu Sang Law,will beneficially own7,700,000 Class A Ordinary Shares,representing 77%of the total voting power of ourissued and outstanding share capital immediately following the completing of thisoffering,assuming the underwriter does not exercise the option to purchaseadditional Class A Ordinary Sh

114、ares.As such,Mr.Law will control matters subject toa vote by 3e Networks shareholders,and we will be a“controlled company”asdefined under the Nasdaq Stock Market Rules.As a“controlled company,”3e Networkis permitted to elect not to comply with certain corporate governance requirements.Although we cu

115、rrently do not intend to rely on the“controlled company”exemptionfor at least one year after the Offering,we may elect to rely on this exemption inthe future.If we rely on these exemptions in the future,you will not have the sameprotection afforded to shareholders of companies that are subject to th

116、ese corporategovernance requirements.See“Prospectus Summary Implications of Being aControlled Company”on page 18 for additional information.We are an“emerging growth company”as defined under the federal securitieslaws and will be subject to reduced public company reporting requirements.See“RiskFacto

117、rsRisks Related to This Offering and Our Class A Ordinary SharesAs an“emerging growth company”under the Jumpstart Our Business Startups Act,or JOBSAct,we are permitted to,and intend to,rely on exemptions from certain disclosurerequirements.”and“Prospectus Summary Implications of Being an“EmergingGro

118、wth Company”on pages 58 and 17 of this prospectus,respectively.Neither the Securities and Exchange Commission nor any state securitiescommission nor any other regulatory body has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete.Any representation to

119、 the contrary is a criminal offense.Per Share TotalPublic offering price(1)$5.00$15,000,000Underwriter discounts and commissions(7%)(2)$0.35$1,050,000Proceeds to us,before expenses(3)$4.65$13,950,000_(1)Initial public offering price per share is assumed as$5.00 per share,which is the midpointof the

120、range set forth on the cover page of this prospectus.The table above assumes that theunderwriter does not exercise its over-allotment option.For more information,see“Underwriting”on page 133 in this prospectus.(2)We have agreed to reimburse the underwriter for certain expenses.See the section titled

121、“Underwriting”beginning on page 133 of this prospectus for additional disclosure regardingunderwriter compensation and offering expenses.(3)We expect our total cash expenses for this offering(including cash expenses payable to ourunderwriter for its out-of-pocket expenses)not to exceed$1.7 million,e

122、xclusive of the abovediscounts.For a detailed description of the compensation to be received by the underwriter,see“Underwriting”on page 133 in this prospectus.This offering is being conducted on a firm commitment basis.The underwriter isobligated to purchase and pay for all of the Class A Ordinary

123、Shares if any suchClass A Ordinary Shares are purchased.We have granted the underwriter an option fora period of 45 days after the effective date of this registration statement topurchase up to 15%of the total number of the Class A Ordinary Shares to be offeredby us pursuant to this offering(excludi

124、ng Class A Ordinary Shares subject to thisoption),solely for the purpose of covering over-allotments,if any,at the publicoffering price less the underwriting discounts.If the underwriter exercises theoption in full,and assuming an offering price of$5.00 per Class A Ordinary Share,which is the midpoi

125、nt of the range set forth on the cover page of this prospectus,the total gross proceeds to us,before underwriting discounts and expenses,will be$17,250,000.We have agreed to grant the underwriters warrants to purchase Class A OrdinaryShares equal to five percent(5%)of the total number of Class A Ord

126、inary Shares soldin the offering,exercisable upon the closing of the offering,at a price of 100%ofthe public offering price of the Class A Ordinary Shares offered in this offering.The registration statement of which this prospectus is a part covers the Class AOrdinary Shares issuable upon the exerci

127、se of the warrants.See“Underwriting”beginning on page 133 of this prospectus for additional information.The underwriter expects to deliver the shares to purchasers in the offering on orabout,2024.We may amend or supplement this prospectus from time to time by filing amendmentsor supplements as requi

128、red.You should read this entire prospectus and any amendmentsor supplements carefully before you make your investment decision.Sole Book Running ManagerBoustead Securities,LLCProspectus dated,2024 Table of ContentsTABLE OF CONTENTS PagePROSPECTUS SUMMARY 1SUMMARY CONSOLIDATED FINANCIAL AND OPERATING

129、 DATA 21RISK FACTORS 22DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 62ENFORCEABILITY OF CIVIL LIABILITY 64USE OF PROCEEDS 66DIVIDEND POLICY 67CAPITALIZATION 68DILUTION 69CORPORATE HISTORY AND STRUCTURE 70MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 72INDUSTR

130、Y 81OUR BUSINESS 85REGULATIONS 94MANAGEMENT 103COMPENSATION 109PRINCIPAL SHAREHOLDERS 110RELATED PARTY TRANSACTIONS 112DESCRIPTION OF SHARE CAPITAL 114SHARES ELIGIBLE FOR FUTURE SALE 123TAXATION 125UNDERWRITING 133LEGAL MATTERS 138CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINAN

131、CIALDISCLOSURE 138EXPERTS 138INTERESTS OF NAMED EXPERTS AND COUNSEL 138DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACTLIABILITIES 138WHERE YOU CAN FIND MORE INFORMATION 139INDEX TO FINANCIAL STATEMENTS F-1We and the underwriter have not authorized any person to give you anysu

132、pplemental information or to make any representations for us.You should not relyupon any information about us that is not contained in this prospectus or in one ofour public reports filed with SEC and incorporated into this prospectus.Informationcontained in this prospectus or in our public reports

133、may become stale.You shouldnot assume that the information contained in this prospectus,any prospectussupplement or the documents incorporated by reference are accurate as of any dateother than their respective dates,regardless of the time of delivery of thisprospectus or of any sale of the shares.T

134、his prospectus is an offer to sell only the Class A Ordinary Shares offeredhereby,but only under circumstances and in jurisdictions where it is lawful to doso.We are not making an offer to sell these securities in any jurisdiction where theoffer or sale is not permitted or where the person making th

135、e offer or sale is notqualified to do so or to any person to whom it is not permitted to make such offer orsale.For the avoidance of doubt,nooffer or invitation to subscribe for Class AOrdinary Shares is made to the public in the BVI.The information in thisregistration statement is not complete and

136、is subject to change.Noperson shouldrely on the information contained in this document for anyiTable of Contentspurpose other than participating in our proposed offering,and only prospectus datedhereof,is authorized by us to be used in connection with our proposed offering.Thepreliminary prospectus

137、will only be distributed by us and noother person has beenauthorized by us to use this document to offer or sell any of our securities.Until,2024(the 25thday after the date of this prospectus),alldealers that effect transactions in these securities,whether or notparticipating in this offering,may be

138、 required to deliver a prospectus.This is in addition to the dealers obligation to deliver a prospectuswhen acting as underwriters and with respect to their unsold allotments orsubscriptions.iiTable of ContentsCOMMONLY USED DEFINED TERMSUnless otherwise indicated or the context requires otherwise,re

139、ferences in thisprospectus to:“we”,“us”,the“Company”or“3e Network”in this prospectus are to 3E Network Technology Group Limited,a BVI company and its subsidiaries,unless the context otherwise indicates;“AHFCAA”refers to Accelerating Holding Foreign Companies Accountable Act;“Amended and Restated Art

140、icles”means the memorandum and articles ofassociation as approved by the board of directors and shareholders of theCompany on December 19,2023,which are to become effective;“B2B”refers to business-to-business;“BVI”refers to the“British Virgin Islands”;“BVI Act”refers to the BVI Business Companies Ac

141、t(Revised Edition 2020),as amended;“BVI 3e Holdings”refers to 3e Network Technology Holdings Limited,a BVIcompany;“CAC”refers to the Cyberspace Administration of China;“China”or the“PRC”or“mainland China”,unless otherwise specifiedherein,refers to the Peoples Republic of China;“Class A Ordinary Shar

142、es”are to the Class A ordinary shares of 3 ENetwork Technology Group Limited,par value$0.0001 per share;“Class B Ordinary Shares”are to the Class B ordinary shares of 3 ENetwork Technology Group Limited,par value$0.0001 per share;“CSRC”refers to the China Securities Regulatory Commission;“Guangzhou

143、Sanyi Network”refers to Guangzhou 3e Network TechnologyCompany Limited,a mainland China company;“Guangzhou 3E Network”refers to Guangzhou 3E Network technology CompanyLimited,a mainland China company;“PRC operating entities,”“PRC subsidiaries”or“PRC operatingsubsidiaries”refer to Guangzhou Sanyi Net

144、work and Guangzhou 3E Network;“HFCA Act”refers to the Holding Foreign Companies Accountable Act;“HK 3e Network”refers to 3e Network Technology Company Limited,aHongKong company;“HongKong”refers to the HongKong Special Administrative Region of thePeoples Republic of China;“IT”refers to information te

145、chnology;“RMB”or“RMB Yuan”refers to the legal currency of PRC;“HKD”or“HK Dollar”refers to the legal currency of HongKong;“M&A Rule”refers to the Regulations on Mergers and Acquisitions ofDomestic Enterprises by Foreign Investors of China;“MOFCOM”refers to the Ministry of Commerce of China;“Ordinary

146、Shares”refers to our Class A Ordinary Shares and Class BOrdinary Shares,collectively;“PCAOB”refers to the Public Company Accounting Oversight Board;“$,”“dollars,”“US$”or“U.S.dollars”refers to the legal currencyof the UnitedStates;iiiTable of Contents“SAFE”refers to State Administration of Foreign Ex

147、change in China;“SAIC”refers to State Administration for Industry and Commerce in China,which is currently known as State Administration for Market Regulation;“SAT”refers to the PRC State Administration of Taxation;“SAMR”refers to the former State of Administration of Industry andCommerce of China,w

148、hich has been merged into the State Administration forMarket Regulation;and“SCNPC”refers to the Standing Committee of the National PeoplesCongress of China;“SPV”refers to special purpose vehicles;“U.S.GAAP”refers to generally accepted accounting principles in theUnitedStates.3e Networks reporting cu

149、rrency is U.S.dollar.This prospectus containstranslations of certain foreign currency amounts in RMB into U.S.dollars for theconvenience of the reader.All translations of RMB are calculated at the rate ofUS$1.00=RMB7.2513 for balance sheet items and US$1.00=RMB6.9536 for items in theconsolidated sta

150、tements of operations and comprehensive income and cash flows,as ofand for the year ended June 30,2023,and at a rate of US$1.00=RMB6.6981 for balancesheet items and US$1.00=RMB6.4554 for items in the consolidated statements ofoperations and comprehensive income and cash flows,as of and for the year

151、ended June30,2022,representing the exchange rate set forth in the H.10 statistical release ofthe Federal Reserve Board on such dates.No representation is made that the RMBamounts could have been,or could be,converted,realized or settled into US$at suchrate,or at any other rate.ivTable of ContentsPRO

152、SPECTUS SUMMARYThe following summary is qualified in its entirety by,and should be read inconjunction with,the more detailed information and financial statements includedelsewhere in this prospectus.In addition to this summary,we urge you to read theentire prospectus carefully,especially the risks o

153、f investing in our Class AOrdinary Shares,discussed under“Risk Factors”before deciding whether to buy ourClass A Ordinary Shares.Business OverviewWe are a business-to-business(“B2B”)information technology(“IT”)business solutions provider.Through our two PRC subsidiaries,Guangzhou SanyiNetwork and Gu

154、angzhou 3E Network,we started as a business that focuses onintegrated software solutions in the property management and exhibition servicesspaces,but expanded our software solution offering to reach across a variety ofindustries and sectors,including food establishments,real estate,exhibition&confer

155、encing,and clean energy utilities.Our business includes two main portfolios,namely,the software developmentportfolio and exhibition and conference portfolio,and the proportion of revenuefrom each of these two main portfolios was 98.6%and 1.4%in the year ended June30,2023,respectively,and 86.0%and 12

156、.6%in the year ended June 30,2022,respectively.Guangzhou Sanyi Network primarily serves our software development andexhibition and conference portfolios,while Guangzhou 3E Network primarily focuseson expanding into the clean energy sector.Software Development PortfolioAs an IT business solution prov

157、ider,we take pride in our technical acumen indelivering software solutions for our business customers.The key pillar of ourgrowth story and the primary engine of our growth is the development of customsoftware solutions for our customers.For the years ended June 30,2023 and 2022,our main products un

158、der our customsoftware solutions offering include software products developed for propertymanagement companies and restaurant management.Customers can choose to buy a basicversion with minimal alterations or customize additional functions to suit theirneeds.As a young company with limited operating

159、history and limited customer base,weare constantly looking for opportunities to develop new customers and expand intonew business areas.The solar energy sector,for example,is an area withsignificant government support and business opportunities.In 2022,after studyingthe potential of the market for m

160、anagement system used by solar energy powerplants,the Company decided to develop a management software for distributedphotovoltaic power plants with designed power generation capacity under 10megawatts or management companies that manage distributed solar power plants ofthat size.Our designed system

161、 allows management to access it via a mobile deviceor a PC to monitor power plants in single or multiple locations.The programprovides functions ranging from equipment fault alerts,repair and maintenance,power generation monitoring,push notifications,to record keeping.Exhibition and Conference Servi

162、ce PortfolioUnder our exhibition and conference service portfolio,we provide softwaresolutions and help our exhibition and conferencing partners in the design,planning,execution and delivery of exhibitions and conferences.Our servicesinclude software support for entrance gates,ticketing machines and

163、 ticket readers.The service contracts we sign with customers are usually designed for a fixedperiod covering the set-up time plus the exhibition or conference period.In addition to software solutions,we provide exhibition and conferenceservices and equipment to exhibition or conference organizers.Th

164、e services includeproviding personnel required to manage the equipment.The equipment includesentrance gates,ticketing machines,ticket readers and facial recognitionequipment.We may also sell hardware to our customers,primarily to incentivize ourcustomers to use our software.Certain Risks and Limitat

165、ions Related to Doing Business in ChinaBecause substantially all of our operations are in mainland China,we aresubject to the laws and regulations of the PRC,which are significantly differentfrom those of the United States,and we face risks arising from the legal system inChina,including risks and u

166、ncertainties regarding the enforcement of laws and thatrules and regulations in China.The laws and regulations of the PRC and theenforcement of such laws and regulations can change quickly with1Table of Contentslittle advance notice.The PRC government has significant authority to exertinfluence on t

167、he ability of a China-based company,like us,to conduct itsbusiness,accept foreign investments or list on a U.S.stock exchange.Recently,the PRC government has indicated an intent to exert more oversight and control overofferings that are conducted overseas and/or foreign investment in China-basedissu

168、ers.The PRC government may also intervene with or influence our operations asthe government deems appropriate to further regulatory,political and societalgoals.Any such action with adverse effect,once taken by the PRC government,couldresult in a material change in our operations or the value of our

169、securities,significantly limit or completely hinder our ability to offer or continue to offersecurities to investors,or cause the value of our securities to significantlydecline or become worthless.See“Risk FactorsRisks Related to Doing Businessin ChinaBecause substantially all of our operations are

170、 in China,we facerisks arising from the legal system in China,including risks and uncertaintiesregarding the enforcement of laws and that rules and regulations in China canchange quickly with little advance notice.The PRC government may exerciseoversight and discretion over the conduct of our busine

171、ss or may intervene orinfluence our operations at any time,and our operations may be affected byevolving regulatory policies,all of which could result in a material change in ouroperations or the value of our securities,significantly limit or completely hinderour ability to offer or continue to offe

172、r securities to investors,or cause thevalue of our securities to significantly decline or become worthless.”on page 34,“We are subject to the laws and regulations of the PRC,which can change quicklywith little advance notice and differs in material aspects from the laws of theUnitedStates.”on page 3

173、6 of this prospectus.There are significant liquidity risks related to our Class A Ordinary Sharesand certain limitations on our ability to transfer cash between us or oursubsidiaries.In order for us to paydividends to our shareholders,we may rely onthe distribution of profits of the PRC subsidiaries

174、 and HongKong subsidiary to ourBVI subsidiary.PRC regulations currently permit the payment of dividends only outof accumulated profits,as determined in accordance with accounting standards andPRC regulations.To the extent any funds or assets in the business is in mainlandChina or a mainland China en

175、tity,the funds or assets may not be available to fundoperations or for other use outside of mainland China,unless such transfer of cashor assets are in compliance with the requirements of relevant PRC laws andregulations as mentioned above.Otherwise,our ability to transfer funds,paydividends or make

176、 distribution may be restricted.See“ProspectusSummary Summary of Significant Risk Factors Risks Related to DoingBusiness in ChinaTo the extent any funds or assets in the business is inmainland China or a mainland China entity,the funds or assets may not be availableto fund operations or for other us

177、e outside of mainland China.”on page 51 of thisprospectus,and“Risk FactorsRisks Related to Doing Business in ChinaTothe extent any funds or assets in the business is in mainland China or a mainlandChina entity,the funds or assets may not be available to fund operations or forother use outside of mai

178、nland China.”on page 51 of this prospectus.Furthermore,if our subsidiaries in mainland China incur debt on their own inthe future,the instruments governing the debt may restrict their ability to paydividends or make other payments.In addition,the PRC Enterprise Income Tax Lawand its implementation r

179、ules provide that a withholding tax at a rate of 10%willbe applicable to dividends payable by companies in mainland China to enterprisesoutside of mainland Chinaunless reduced under treaties or arrangements between thePRC central government and the governments of other countries or regions where the

180、enterprises outside of mainland China are tax resident.See“ProspectusSummaryDividend Distributions or Assets Transfer among the Holding Company andSubsidiaries.”on page 6 of this prospectus,“Prospectus SummarySummary ofSignificant Risk Factors Risks Related to Doing Business in China Thetransfer of

181、funds,dividends and other distributions between us and oursubsidiaries is subject to restriction.”on page 50,“ProspectusSummary Summary of Significant Risk Factors Risks Related to DoingBusiness in ChinaWe must remit the offering proceeds to mainland China beforethey may be used to benefit our busin

182、ess in mainland China,the process of whichmay be time-consuming,and we cannot assure that we can finish all necessarygovernmental registration processes in a timely manner.”on page 42 of thisprospectus,“Risk FactorsRisks Related to Doing Business in ChinaThetransfer of funds,dividends and other dist

183、ributions between us and oursubsidiaries is subject to restriction.”on pages 50 of this prospectus,and“RiskFactors Risks Related to Doing Business in China We must remit theoffering proceeds to mainland China before they may be used to benefit our businessin mainland China,the process of which may b

184、e time-consuming,and we cannot assurethat we can finish all necessary governmental registration processes in a timelymanner.”on page 42 of this prospectus.In addition,any transfer of funds by us toour PRC subsidiaries,either as a shareholder loan or as an increase in registeredcapital,are subject to

185、 approval by or registration or filing with relevantgovernmental authorities in China.Any foreign loans procured by our PRCsubsidiaries is required to be registered with the SAFE in its local branches andsatisfy relevant requirements,and our PRC subsidiaries may not procure loans whichexceed the dif

186、ference between its respective total project investment amount andregistered capital or two times(which may be varied year by year due to the changeof PRCs national macroeconomic policy)of the net worth of our PRC subsidiaries.According2Table of Contentsto the relevant PRC regulations on foreign-inv

187、ested enterprises in China,capitalcontributions to our PRC subsidiaries are subject to the registration with SAMR inits local branches,report submission to the MOFCOM in its local branches andregistration with a local bank authorized by the SAFE.Based on our understandingof the HongKong laws and reg

188、ulations,as of the date of this prospectus,there isno restriction imposed by the Hong Kong government on the transfer of capitalwithin,into and out of HongKong(including funds from HongKong to mainlandChina,except transfer of funds involving money laundering and criminalactivities).Notwithstanding t

189、he foregoing,we cannot assure you that there willnot be any changes in the future in the economic,political and legal environmentin HongKong and that the PRC government will not in the future exert influenceover changes to laws and regulations of HongKong to impose restrictions on thetransfer of cap

190、ital within,into and out of HongKong.In addition,based on ourunderstanding of the BVI laws and regulations,as of the date of this prospectus,there is no restriction on the transfer of capital within,into and out of BVI.Corporate History and Holding Company StructureWe are a holding company incorpora

191、ted in the BVI on October6,2021 under theBVI Act with operations conducted through primarily our PRC operating subsidiaries,Guangzhou Sanyi Network and Guangzhou 3E Network,which were incorporated in thePRC on May26,2017 and January 17,2023,respectively.Our BVI subsidiary BVI 3eHoldings was incorpor

192、ated on October8,2018 under the BVI Act,and our HongKongsubsidiary,HK 3e Network,was incorporated in HongKong on August30,2020.The following diagram illustrates our corporate legal structure as of the dateof this prospectus.3Table of ContentsPermission Required for the Offering and Oversea ListingOu

193、r operations in China are governed by PRC laws and regulations.On August8,2006,six PRC regulatory agencies,including the MOFCOM,jointly issued theRegulations on Mergers and Acquisitions of Domestic Enterprises by ForeignInvestors,or the M&A Rules,which became effective on September8,2006 and wereame

194、nded June 22,2009.The M&A Rules contains provisions that require that anoffshore special purpose vehicle(“SPV”)formed for listing purposes andcontrolled directly or indirectly by Chinese companies or individuals shall obtainthe approval of the CSRC prior to the listing and trading of such SPVs secur

195、itieson an overseas stock exchange.As advised by our PRC legal counsel,Han Kun LawOffices,based on their understanding of the current PRC laws,rules andregulations,as of the date of this prospectus,the CSRCs approval under the M&ARules may not be required for the listing and trading of our Class A O

196、rdinaryShares on Nasdaq in the context of this offering,as:(i)the CSRC currently hasnot issued any definitive rule or interpretation concerning whether offerings suchas this offering contemplated by us are subject to the M&A Rules,and(ii)we arenot controlled directly or indirectly by any Chinese com

197、panies or individuals.However,our PRC legal counsel,Han Kun Law Offices,has further advised usthat there remains uncertainty as to how the M&A Rules will be interpreted orimplemented by the relevant PRC authorities,and there can be no assurance that therelevant PRC government agencies,including the

198、CSRC,would reach the sameconclusion as our PRC legal counsel.We are subject to the risks of uncertainty ofany future actions of the PRC government in this regard including the risk that weinadvertently conclude that the permissions or approvals discussed here are notrequired,that applicable laws,reg

199、ulations or interpretations change such that weare required to obtain approvals in the future,or that the PRC government coulddisallow our holding company structure,which would likely result in a materialchange in our operations,including our ability to continue our existing holdingcompany structure

200、,carry on our current business,accept foreign investments,andoffer or continue to offer securities to our investors.These adverse actions couldcause the value of our Class A Ordinary Shares to significantly decline or becomeworthless.We may also be subject to penalties and sanctions imposed by the P

201、RCregulatory agencies,including the CSRC,if we fail to comply with such rules andregulations,which would likely adversely affect the ability of our securities tobe listed on a U.S.exchange,and would likely cause the value of our securities tosignificantly decline or become worthless.Recently,the PRC

202、 government initiated aseries of regulatory actions and statements to regulate business operations incertain areas in mainland China with little advance notice,including cracking downon illegal activities in the securities market,enhancing supervision over China-based companies listed overseas using

203、 VIE structure,adopting new measures toextend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.For example,on July 6,2021,the General Office of theCommunist Party of China Central Committee and the General Office of the StateCouncil jointly issued a document

204、to crack down on illegal activities in thesecurities market and promote high-quality development of the capital market,which,among other things,requires the relevant governmental authorities tostrengthen the administration over illegal securities activities,improve cross-border law enforcement coope

205、ration,enhance supervision over China-based companieslisted overseas,and establish and improve the system for extraterritorialapplication of PRC securities laws.On December28,2021,the CAC jointly with the relevant authorities formallypublished Measures for Cybersecurity Review(the“Cybersecurity Revi

206、ewMeasures”)which took effect on February 15,2022.The Cybersecurity ReviewMeasures stipulates that operators of critical information infrastructurepurchasing network products and services,and online platform operator(togetherwith the operators of critical information infrastructure,the“Operators”)ca

207、rrying out data processing activities that affect or may affect nationalsecurity,shall conduct a cybersecurity review,and any online platform operatorwho controls more than one million users personal information must go through acybersecurity review by the cybersecurity review office if it seeks to

208、be listed ina foreign country.On November 14,2021,the CAC published the Network DataSecurity Management Regulation(Draft for Comments)(the“Data Security ManagementRegulations”),which reiterates that data handlers that process the personalinformation of more than one million users listing in a foreig

209、n country shouldapply for a cybersecurity review.Since the Cybersecurity Review Measures was newlyadopted and the Data Security Management Regulations is in the process of beingformulated,it remains unclear on how it will be interpreted,amended andimplemented by the relevant PRC governmental authori

210、ties.Thus,we cannot assureyou that we would not be subject to cybersecurity review requirement,and if so,that we would be able to pass such review in relation to this offering.If theauthorized PRC regulatory body subsequently determines that we are required to gothrough such cybersecurity review or

211、if any other PRC government authoritiespromulgate any interpretation or implementation rules before our listing that wouldrequire us to go through a cybersecurity review for this offering,we may fail tocomplete such cybersecurity review procedures in a timely manner,or at all.Anyfailure or delay in

212、the completion of the cybersecurity review procedures or anyother non-compliance with the related laws and regulations may result in fines orother penalties,including suspension of business as well as reputational damage orlegal proceedings or actions against us,which may have material adverse effec

213、t onour business,financial condition or results of operations.4Table of ContentsAs of the date hereof,we are of the view that we are in compliance with theapplicable PRC laws and regulations governing the data privacy and personalinformation in all material respects,including the data privacy and pe

214、rsonalinformation requirements of the CAC,and we have not received any complaints fromany third party,or been investigated or punished by any PRC competent authority inrelation to data privacy and personal information protection.We have adoptedcorresponding internal control measures to ensure the se

215、curity of our informationsystem and confidentiality of our customers personal information,including,butnot limited to the followings:We have established information security management systems whichstipulate the standardized procedures for the management of informationsystem.Through the information

216、security management systems,we classifyour staff based on their positions and responsibilities and grant themdifferent access rights and adopt password control to identify systemusers.We adjust,shut down or deregister the access rights in a timelymanner when such staff change their positions or take

217、 long vacations orterminate their employment agreements with us.Moreover,we conductinformation system security inspections and periodically check the accesslogs of our information system to identify abnormal accesses and removeaccounts with abnormal activities.We provide training to our employees to

218、 ensure that they are aware of ourinternal policies in relation to data protection.We have specific network administrator responsible for installing thenetwork firewall,remoting backup storage of important databases,businessdata,and documents,and promoting information security awareness amongour emp

219、loyees.As a company providing B2B IT business solutions,we do not collect data orpersonal information from end users of our platforms maintained by our corporatecustomers,and we do not maintain or store such data or personal information on ourserver.We do not collect personal information other than

220、limited contactinformation of our corporate customers.We do not hold any user data,nor haveshared,transferred or publicly disclosed user data without prior consent orauthorization from the customers,unless otherwise permitted by relevant laws andregulations.We are required to comply with laws and re

221、gulations in the PRCrelating to data privacy and personal information,and failure to comply with suchlaws and regulations may potentially lead to regulatory or civil liability.Notwithstanding the foregoing,on February17,2023,the CSRC promulgated theTrial Administrative Measures and five supporting g

222、uidelines,which becameeffective on March31,2023.According to the Trial Administrative Measures,amongother requirements,any domestic companies that seek to offer or list securitiesoverseas,including those indirect overseas offering and listing which meet certainconditions,should fulfil the filing pro

223、cedures with the CSRC within threebusinessdays after the submission of the overseas offering and listing application.Webelieve that we are required to complete filing procedures with the CSRC pursuantto the Trial Administrative Measures and we will comply with the filingrequirements within a prescri

224、bed time period pursuant to the New AdministrativeRules Regarding Overseas Listings.As the Trial Administrative Measures were newlypublished,the implementation and interpretation thereof is subject to change,wecannot assure you that we will be able to complete such filings in a timely manner,or even

225、 at all.Any failure by us to comply with such filing requirements under theTrial Administrative Measures may result in a ratification order,warnings or finesagainst us and could materially hinder our ability to offer or to continue to offerour securities.Furthermore,if the CSRC or other regulatory a

226、gencies later promulgate newrules or explanations requiring that we obtain their approvals for this offeringand any follow-on offering,we may be unable to obtain such approvals which couldsignificantly affect our ability to offer or continue to offer securities to ourinvestors.For instance,in the ev

227、ent that the CSRC approval or any regulatoryapproval is required for this offering while we inadvertently concluded that suchapproval was not required,or if the CSRC or any other PRC government authoritiespromulgates any new laws,rules or regulations or any interpretation or implementsrules before o

228、ur listing that would require us to obtain the CSRC or any othergovernmental approval for this offering,we may face sanctions by the CSRC or otherPRC regulatory agencies for failure to seek CSRC approval for this offering.Thesesanctions may include fines and penalties on our operations in the PRC,li

229、mitationson our operating privileges in the PRC,delays in or restrictions on therepatriation of the proceeds from this offering into the PRC,restrictions on orprohibition of the payments or remittance of dividends by our PRC subsidiaries,orother actions that could have a material and adverse effect

230、on our business,financial condition,results of operations,reputation and prospects,as well asthe trading price of our Class A Ordinary Shares.The CSRC or other PRC regulatoryagencies may also take actions requiring us,or making5Table of Contentsit advisable for us,to halt this offering before the se

231、ttlement and delivery ofthe Class A Ordinary Shares that we are offering.Consequently,if you engage inmarket trading or other activities in anticipation of and prior to the settlementand delivery of the Class A Ordinary Shares we are offering,you would be doing soat the risk that the settlement and

232、delivery may not occur.Any uncertainties ornegative publicity regarding such approval requirements could have a materialadverse effect on our ability to complete this offering or any follow-on offeringof our securities or the market for and market price of our Class A OrdinaryShares.See“Risk FactorR

233、isks Related to Doing Business in ChinaWiththe promulgation of the new filing-based administrative rules for overseas offeringand listing by domestic companies in China,the PRC government may exert moreoversight over overseas public offerings conducted by China-based issuers,whichcould significantly

234、 affect our ability to offer or continue to offer our Class AOrdinary Shares to investors and could cause the value of our Class A OrdinaryShares to decline or become worthless.”on page 37 of this prospectus.Dividend Distributions or Assets Transfer among the Holding Company andIts SubsidiariesWe ar

235、e a holding company with no material operations of its own and does notgenerate any revenue.We currently conduct all of our operations through ourHongKong and PRC subsidiaries.We are permitted under PRC laws and regulations toprovide funding to operating entities only through loans or capital contri

236、butions.Subject to satisfaction of applicable government registration and approvalrequirements,we may extend inter-company loans or make additional capitalcontributions to our operating entities to fund their capital expenditures orworking capital.We cannot assure you that we will be able to obtain

237、thesegovernment registrations or approvals on a timely basis,if at all.See“RiskFactorsRisks Related to Doing Business in ChinaPRC regulation of loansand direct investment by offshore holding companies to PRC entities may delay orprevent us from using the proceeds of this offering to make loans or ad

238、ditionalcapital contributions to our PRC subsidiaries,which could materially and adverselyaffect our liquidity and our ability to fund and expand our business.”on page 45of this prospectus.Neither 3e Network or its subsidiaries has cash management policies dictatinghow funds are transferred,and each

239、 entity needs to comply with applicable laws orregulations with respect to transfer of funds,dividends and distributions withother entities.As of the date of this prospectus,there were no cash flows including alldividends,transfer and distribution between 3e Network and its subsidiaries;andthere has

240、 been no dividend or distributions made between U.S.investors,otherinvestors and any of the Companys entities.For the summary of the condensedconsolidated schedule and the consolidated financial statements,see page F-1 ofthis prospectus for“Summary Consolidated Financial And Operating Data”(which is

241、a summary of page F-3 of the Consolidated Balance Sheets and a summary of page F-4of the Consolidated Statements of Income and Comprehensive Income);and“RiskFactorRisks Related to Our Corporate StructureThe transfer of funds orassets between us and our subsidiaries is subject to restriction.”on page

242、 71 ofthis prospectus.Cash proceeds raised from overseas financing activities,including the cashproceeds from this offering,may be transferred by 3e Network to the BVI 3eHoldings,and then transferred to HK 3e Network,and then transferred to GuangzhouSanyi Network and Guangzhou 3E Network,as capital

243、contribution and/or shareholderloans subject to applicable regulatory approvals,as the case may be,respectively.Any transfer of fundsby us to our PRC subsidiaries,either as a shareholder loanor as an increase in registered capital,are subject to approval by or registrationor filing with relevant gov

244、ernmental authorities in China.Any foreign loansprocured by our PRC subsidiaries is required to be registered with the SAFE in itslocal branches and satisfy relevant requirements,and our PRC subsidiaries may notprocure loans which exceed the difference between its respective total projectinvestment

245、amount and registered capital or two times(which may be varied year byyear due to the change of PRCs national macroeconomic policy)of the net worth ofour PRC subsidiaries.According to the relevant PRC regulations on foreign-investedenterprises in China,capital contributions to our PRC subsidiaries a

246、re subject tothe registration with SAMR in its local branches,report submission to MOFCOM inits local branches and registration with a local bank authorized by theSAFE.Please see“Risk Factors Risks Related to Doing Business inChinaWe must remit the offering proceeds to mainland China before they may

247、 beused to benefit our business in mainland China,the process of which may be time-consuming,and we cannot assure that we can finish all necessary governmentalregistration processes in a timely manner.”On page 42 of this prospectus.Weintend to keep any future earnings to re-invest in and finance the

248、 expansion of ourbusiness,and we do not anticipate that any cash dividends will be paid in theforeseeable future.Under BVI law,a BVI company may pay a dividend on its shares,provided thatthe directors of the company are satisfied on reasonable grounds that immediatelyafter the dividend the company w

249、ill pass the solvency test set out in section 56 ofthe BVI Act.If we determine to pay dividends on any of our Class A Ordinary Sharesin the future,as6Table of Contentsa holding company,unless we receive proceeds from future offerings,we will bedependent on receipt of funds from our BVI subsidiary,wh

250、ich will be dependent onreceipt of dividends from our HongKong subsidiary,which will be dependent onreceipt of payments from Guangzhou Sanyi Network and Guangzhou 3E Network inaccordance with the laws and regulations of the PRC and HongKong.Guangzhou Sanyi Network and Guangzhou 3E Networks ability t

251、o distributedividends are based upon their distributable earnings.Current PRC regulationspermit Guangzhou Sanyi Network and Guangzhou 3E Network to pay dividends to HK 3eNetwork only out of their accumulated profits,if any,determined in accordancewith Chinese accounting standards and regulations.In

252、addition,Guangzhou SanyiNetwork and Guangzhou 3E Network are required to set aside at least 10%of theirafter-tax profits each year,if any,to fund a statutory reserve until such reservereaches 50%of their registered capital.Each of such similar entity in China mayalso set aside a portion of its after

253、-tax profits to fund an optional reserve,although the amount to be set aside,if any,is determined at the discretion ofsuch entitys shareholder.The reserves can be used to increase the registeredcapital,cover losses made in pastyears and enhance the companys productivityand expand its business,howeve

254、r a companys capital reserve shall not be used tocover the companys losses.The PRC government also imposes controls on the conversion of RMB into foreigncurrencies and the remittance of currencies out of mainland China.Therefore,wemay experience difficulties in completing the administrative procedur

255、es necessaryto obtain and remit foreign currency for the payment of dividends from our profits,if any.Further,if our subsidiaries in the PRC incur debt on their own in thefuture,the instruments governing the debt may restrict their ability to paydividends or make other payments.Our subsidiaries in t

256、he PRC generate and retain cash generated from operatingactivities and re-invests it in our business.As of the date of this prospectus,our PRC subsidiaries have not paid any dividends to the offshore companies.Based on our understanding of the HongKong laws and regulations,as of thedate of this pros

257、pectus,there is no restriction imposed by the Hong Konggovernment on the transfer of capital within,into and out of HongKong(includingfunds from HongKong to mainland China,except transfer of funds involving moneylaundering and criminal activities).Notwithstanding the foregoing,we cannotassure that t

258、here will not be any changes in the future in the economic,politicaland legal environment in HongKong and that the PRC government will not in thefuture exert influence over changes to laws and regulations of HongKong to imposerestrictions on the transfer of capital within,into and out of HongKong.Ba

259、sed onthe BVI laws and regulations,as of the date of this prospectus,there is norestriction on the transfer of capital within,into and out of BVI.Please see“Risk FactorsRisks Related to Doing Business in ChinaTo the extent anyfunds or assets in the business is in mainland China or HongKong or a main

260、landChina or Hong Kong entity,the funds or assets may not be available to fundoperations or for other use outside of mainland China or HongKong.”on page 51 ofthis prospectus;“PRC regulation of loans and direct investment by offshoreholding companies to PRC entities may delay or prevent us from using

261、 the proceedsof this offering to make loans or additional capital contributions to our PRCsubsidiaries,which could materially and adversely affect our liquidity and ourability to fund and expand our business.”on page 45 of this prospectus;“Wemay rely on dividends and other distributions on equity pa

262、id by our HongKong andPRC subsidiaries to fund any cash and financing requirements we may have,and anylimitation on the ability of our PRC subsidiaries to make payments to us could havea material and adverse effect on our ability to conduct our business,”on page 51of this prospectus;and“Governmental

263、 regulation of currency conversion maylimit our ability to utilize our revenues effectively and affect the value of yourinvestment.”on page 46 of this prospectus.Cash dividends,if any,on our Class A Ordinary Shares will be paid in USD.Ifwe are considered a PRC tax resident enterprise for tax purpose

264、s,any dividends wepay to our overseas shareholders may be regarded as China-sourced income and,as aresult,may be subject to PRC withholding tax at a rate of up to 10%.In order for us to pay dividends to our shareholders,we may rely on paymentsmade from Guangzhou Sanyi Network and Guangzhou 3E Networ

265、k and the distribution ofsuch payments to HK 3e Network as dividends from Guangzhou Sanyi Network andGuangzhou 3E Network.Certain payments as dividends from Guangzhou Sanyi Networkand Guangzhou 3E Network to HK 3e Network are subject to PRC taxes,includingwithholding taxes.Pursuant to the Arrangemen

266、t between the Mainland China and the Hong KongSpecial Administrative Region for the Avoidance of Double Taxation and thePrevention of Fiscal Evasion with respect to Taxes on Income,or the ComprehensiveDouble Taxation Arrangement,dividends paid by a PRC company to a Hong Kongresident enterprise may b

267、e taxed in accordance with the laws of the PRC and therate of the tax so charged,in 2 tiers,may be lowered from 10%to 5%of the grossamount of the dividends if the HongKong resident enterprise(being the beneficialowner of7Table of Contentsthe dividends)directly owns no less than 25%of the capital of

268、the PRC company.However,the 5%withholding tax rate does not automatically apply and certainrequirements must be satisfied,including without limitation that(a)theHong Kong company must be the beneficial owner of the relevant dividends;and(b)the HongKong company must directly hold no less than 25%of s

269、hare ownershipin the PRC company during the twelve(12)consecutivemonths preceding its receiptof the dividends.In current practice,a Hong Kong company must obtain a taxresident certificate(i.e.a Certificate of Hong Kong Resident Status)from theHongKong tax authority to apply for the 5%lower PRC withh

270、olding tax rate.As theHongKong tax authority will issue such a tax resident certificate on a case-by-case basis,we cannot assure you that we will be able to obtain the tax residentcertificate from the relevant HongKong tax authority and enjoy the preferentialwithholding tax rate of 5%under the Compr

271、ehensive Double Taxation Arrangement withrespect to dividends to be paid by our PRC subsidiaries to their immediate holdingcompany,HK 3e Network.As of the date of this prospectus,we have not applied forthe tax resident certificate from the relevant Hong Kong tax authority.HK 3eNetwork intends to app

272、ly for the tax resident certificate when Guangzhou SanyiNetwork and Guangzhou 3E Network plan to declare and pay dividends to HK 3eNetwork.See“Risk FactorsRisks Related to Doing Business in ChinaWeface uncertainty regarding the PRC tax reporting obligations and consequences forcertain indirect trans

273、fers of the stock of our operating company”on page 43 ofthis prospectus.Industry OverviewThe PRC software and information technology service industry(“SoftwareIndustry”)displayed a steady development trend in 2022.Statistics from theOperation Monitoring and Coordination Bureau of the PRC Ministry of

274、 Industry andInformation Technology(the“MIIT”)shows that in 2022,total revenue of theindustry surpassed RMB 10trillion with profitability remaining steady and exportcontinuing to grow.More than 350,000 companies in the Software Industry reachedthe milestone of receiving more than RMB5 million in rev

275、enue for their coreoperations in 2022.Total revenue from the Software Industry wasRMB10,812.6billion,a year-on-year increase of 11.2%,but the growth rate droppedby 6.5%when compared with that of 2021.The total profit of the Software Industrywas RMB1,264.8billion in 2022,a year-on-year increase of 5.

276、7%.Compared against2021,the rate of increase dropped by 1.9%and the profit ratio of the mainbusiness of surveyed companies in the industry decreased by 0.1%to 9.1%.Exportsales of Software Industry amounted to USD52.4billion,an increase of 3%year-on-year,but was 5.8%lower than the growth rate in 2021

277、,according to MIIT.In 2022,the global revenues from the sales of software products,IT services,information security products and services,and embedded system software were RMB2,658.3billion,RMB 7,012.8billion,RMB 203.8billion and RMB 937.6billion,respectively.There are several factors driving the ov

278、erall growth of Chinas IT servicesindustry,including the growth of Chinas economy and domestic demand for ITservices,the strategic importance of China as a target market for globalcustomers,strong offshore outsourcing demand,availability of low-cost qualifiedIT professionals with global and regional

279、 language skills,well-developedinfrastructure in China and strong government support and spending.We believe thatthe market development trends include a growing emphasis on big data services,innovation in channel solutions,risk management and prevention and more customer-oriented services.With our t

280、echnical expertise,we believe that we are wellpositioned to capture the market opportunities in the IT services industry inChina.TheCOVID-19pandemic has affected every industry,and has disrupted trade,supply chains,work and business models,employment and consumer behaviors.Thepandemic presents both

281、challenges and opportunities.During thepandemic,companiesacross the world had to accelerate their digital transformation initiatives toaddress these disruptions and secure their businesses.While some companies havenow set up advanced business continuity measures,others have embarked on newinnovative

282、 services and products.As companies focused on protecting employees fromthe pandemic,technology enabled a seamless transition to remote working byshifting to digital channels and digital customer engagement models.Various stayat home orders resulted in large scale adoption of models such as buy-onli

283、ne-pickup-in-storein retail,tele-medicine and virtual care in healthcare,touchlessexperiences in finance and virtual solutions for online learning.This has resultedin increased technology spending by our customers.Global IT service providersoffer a range of end-to-end software development,digital se

284、rvices,IT businesssolutions,research and development services,technology infrastructure services,business process services,consulting and related support functions.By adapting tothe wider trend of digitization and increased demand for software solutions forbusiness functions,we are uniquely position

285、ed to unlock opportunities in the ITservice sector.8Table of ContentsCompetitive StrengthsWe believe that our competitive strengths that distinguishes us from ourcompetitors and contributes to our success include the following:the breadth and depth of our expertise in the exhibition business andprop

286、erty management business,the complete solution approach and the quality of the service we offer,our market reputation and track record,andour marketing and selling skills.Growth StrategyWe have developed and intend to implement the following strategies to expandand grow our Company:Maintain our rela

287、tionship with existing and new customers and pursueadditional revenue opportunities from them.Continue to invest in research and development,deepen domain expertiseand develop specific solutions for target industry verticals.Continue to invest in training and development of our human capital base.Ma

288、rketing and SalesWe target to become the primary provider of IT services and software for eachof our customers.We seek to acquire new account relationships through face-to-facefield sales,and targeted direct marketing to increase awareness of our solutions.Our product design team is also our main sa

289、les team as they can better explain thesalient features of our products to our potential customers.Most of our potentialcustomers have their IT expert on their team and prefer a more technical salespresentation.We also specifically target small and medium-sized enterprisecompanies in the exhibition

290、industry and property management industry,primarily inPRC.In the property management sector,our management team can leverage theirexperience in the sector to pitch and customize our software solutions to potentialclients.We often receive referrals from existing clients for potentialopportunities.We

291、may also submit pitches to potential clients directly.Inparticular,our Co-CEO,Mr.Ye Taos past service as a senior executive for TimesChina Holdings Limited provides us with unique insight on developing and tailoringour product offerings to property management companies.For each case,our salessupport

292、 and technical sales personnel work closely with the potential client inunderstanding their needs,propose and present a demo system in the business pitch,and continuously engage with the client to identify the optimal solutions.In the exhibition and conference sector,we rely on our long-standingrela

293、tionships with our key clients in the sector,such as Canton Fair AdvertisingCo.Ltd.,to develop new opportunities.For example,we are a panel supplier asmall group of pre-qualified suppliers who maintain long-standing relationshipswith the selecting client for Canton Fair Advertising Co.Ltd.,and have

294、been along-time collaborator with various projects with the company.As exhibitionorganizers like Canton Fair Advertising Co.Ltd.and CISMEF often organize variousexhibitions and conferences throughout the region and country at various locationsand different time of the year,we have the opportunity to

295、 pitch and potentiallyserve as a vendor for various exhibitions over the year.If the exhibitions aregovernment-run,we may go through a formal bid process for government contracts.For each exhibition where we serve as a vendor,we have the opportunities todevelop working relationships with the exhibit

296、ors who may use or see our softwareor services and develop further relationships and potential projects.As we buildour brand in the sector with our services,we have developed a reputation forproviding quality,customized exhibition and conferencing solutions for exhibitionsof different sizes or needs

297、.For both property management and exhibition and conference solutions,ourpricing structure is primarily based on our estimated work hours and numbers ofpersonnel needed for completing the project.Based on the information and request,we provide an internal estimate for the numbers of hours and number

298、 of personnelneeded for each project,calculate using our internal hourly baseline rates,andfinally adjust the overall price based on relationship and competitiveconsiderations.9Table of ContentsIn the solar energy space,we establish ourselves by participating inexhibitions and fairs to showcase our

299、products,and use contacts at forums andindustrial groups to develop relationships with potential clients and discusscollaborating opportunities.For products in this sector,we offer bothstandardized and customized software solutions,with our standardized productpriced based on the power-generation ca

300、pacity a client manages,and our customizedproduct priced using a base price and a sliding price scale based on numbers ofunits a solar power stations the client will need to manage.We have an integrated marketing team with our sales support and technical salespersonnel working closely to support our

301、 marketing functions.Our technical salesteam is essentially part of our product and technology development teams,withpersonnel supporting each pitch on an ad-hoc basis.They work closely withpotential clients to identify the needs,provide suggested solutions and showcasedemo products to potential cli

302、ents.The technical sales team is further supportedby one sale support personnel,providing support services to our technical salesteam in compiling pitch materials and providing technical onboarding and trainingfor customers.Our Revenue ModelWe generate revenues through software development services,

303、exhibition andconference services and hardware sales.For the years ended June 30,2023 andJune30,2022,we recognized approximately$1,671,351 and$1,296,377,respectively,in revenues,with the revenue streams from the three segments accounted for 98.6%,1.4%and nil,respectively,for the year ended June 30,2

304、023,and 86.0%,12.6%,and1.2%,respectively,for the year ended June 30,2022.CompetitionThe market for IT services is highly competitive and we expect the competitionto intensify.We believe that the principal factors in our markets are industryexpertise,breadth and depth of service offerings,quality of

305、the services offered,reputation and track record,marketing skills and price.Domestically,we facecompetition from the following major competitors:Eastfair Technology CompanyLimited,Shanghai Tonggao Information and Technology Company Limited,Shenzhen JeezTechnology Co Ltd.,and Guangdong Cyberway Infor

306、mation and Technology CompanyLimited.Internationally,we face competition from the following major competitors:iChef Co.,Ltd.,Everywhere Limited,and Eats365 Inc.These competitors are alllarger companies and possess a considerable market share in IT services industry.While compared with above competit

307、ors,as an IT business solution provider,we havebeen focusing on delivering consulting and solutions services to companies in theexhibition industry and property management industry.Intellectual PropertyWe regard our trademarks,copyrights,patents,domain names,know-how,proprietary technologies,and sim

308、ilar intellectual property as critical to theirsuccess,and we rely on copyright,trademark and patent law in PRC,as well asconfidentiality procedures and contractual provisions with our employees,contractors and others to protect their proprietary rights.The Company has registered 26 software copyrig

309、hts with the Copyright ProtectionCenter of China,the national copyright registration agency supervised by theNational Copyright Administration of China,and our registered copyrights includeour property management system,Youzhan cloud exhibitor integrated service system,Global buyer relationship mark

310、eting system and Youzhan cloud intelligent dataanalysis system.Impacts ofCOVID-19On March11,2020,the World Health Organization declared COVID-19 a pandemic.The outbreak reached almost every country,resulting in the implementation ofsignificant governmental measures,including lockdowns,closures,quara

311、ntines,andtravel bans,intended to control the spread of the virus.Companies were alsotaking precautions,such as requiring employees to work remotely,imposing travelrestrictions,and temporarily closing businesses.The negative impacts of the COVID-19 pandemic on our business,financialcondition,and res

312、ults of operations include,but are not limited to,thefollowing:Temporary lockdown of business.In response to the COVID-19pandemic,PRC local government imposed restrictions on large-scalegathering activities in various places or imposed extra requirements onparticipants of such activities from time t

313、o time,which caused our PRCsubsidiaries to close the offices for several times from October toNovember 2022,temporarily.Lockdown measures were employed in closed10Table of Contentsand control areas with reported COVID-19 cases.Starting fromDecember2022,the uncertainty and risk associated with Chinas

314、 COVID-19policies and lockdown restrictions have been significantly mitigated.TheChinese government unveiled a series of new COVID-related policies toloosen its zero-COVID policy and lifted the COVID prevention and controlmeasures.However,the lasting impacts of these measures on economicrecoveries,s

315、upply chains and consumer behaviors continue to disrupt ouroperations.Limitations on our employees ability to work and travel.Resultingfrom the implementation of significant governmental measures in the PRC,including lockdowns,closures,quarantines,and travel bans from time totime,intended to control

316、 the spread of COVID-19,although therestrictions have been lifted in China since December 2022,ouremployees ability to work and travel in the PRC was adversely affectedand therefore the Companys ability to manageday-to-day operations andservice delivery was impaired.All of our Guangzhou employees we

317、re testedpositive for COVID-19 in December2022 and were given sick leaves rangingfrom 5 to 10days,which disrupted production and increased costs.Limitations on in-person business activities.Customers temporarilyclosed their operations due to COVID-19 from time to time during 2020 to2022 because of t

318、he significant governmental measures in the PRC.Duringthis period,many major exhibitions and conferences that we providedexhibition and conference services were either cancelled or postponed,andoffices and exhibition venues were closed.Although many businesses havereopened and more people travel and

319、 take on in-person meetings,theCompany cannot reasonably predict when the business activities can befully back to normal as to the level before the outbreak of COVID-19.Extended collection time.A few of our customers required additionaltime to pay us due to the negative business impact of the COVID-

320、19pandemic on them.Reduction of customers spending.The pandemic caused negativeimpact on the global economy,including the PRC,and severely interruptedour customers normal work and businesses,which negatively affected ourcustomers spending and investment in their businesses and caused them tobe more

321、inclined to reduce expenditures and,in turn,affect our revenuesand operational results.Although none of our customers has terminatedtheir contracts with us to date,we cannot assure you that none will notdue to the pandemic.We have implemented the following measures and responses for the COVID-19pand

322、emic:We ensure that we have available pandemic prevention materials(such asmasks,gloves,hand sanitizers and cleaning products).We take necessarycontrol measures according to governmental guidelines and regulations;We take necessary control measures according to governmental guidelinesand regulations

323、;We encourage our employees to get COVID-19 vaccinations,if they aredeemed medically fit to do so;When returning personnel arrive at the Company for the first time,weimplement necessary quarantine and observation and restrict contact amongemployees.The PRC government began to modify its responses to

324、 the COVID-19 pandemic inlate 2022,and most of the travel restrictions and quarantine requirements werelifted in December2022.As of the date hereof,we have resumed normal operations.However,there remains significant uncertainties surrounding COVID-19,includingthe continued spread of existing and new

325、 variants of COVID-19,and its lastingeffect on issues ranging from supply chains,consumer prices,to economicconditions.The extent to which it may continue to affect our results of operationsmay be difficult to predict,as the resulting disruptions on our operations maycontinue extending over a prolon

326、ged period.Summary of Risk FactorsInvesting in our Class A Ordinary Shares involves significant risks.You shouldcarefully consider all of the information in this prospectus before making aninvestment in our Class A Ordinary Shares.Below please find a summary of theprincipal risks we face,organized u

327、nder relevant headings.11Table of ContentsWe face various legal and operational risks associated with havingsubstantially all of our operations in China.The laws and regulations of the PRCand the enforcement of such laws and regulations can change quickly with littleadvance notice.The PRC government

328、 has significant authority to exert influence onthe ability of a China-based company,like us,to conduct its business,acceptforeign investments or list on a U.S.stock exchange.Recently,the PRC governmenthas indicated an intent to exert more oversight and control over offerings that areconducted overs

329、eas and/or foreign investment in China-based issuers.The PRCgovernment may also intervene with or influence our operations as the governmentdeems appropriate to further regulatory,political and societal goals.Any suchaction with adverse effect,once taken by the PRC government,could result in amateri

330、al change in our operations or the value of our securities,significantlylimit or completely hinder our ability to offer or continue to offer securities toinvestors,or cause the value of our securities to significantly decline or becomeworthless.The operational risks associated with being based in an

331、d having operations inChina also apply to operations in Hong Kong.With respect to the legal risksassociated with being based in and having operations in China,the laws,regulations and discretion of the governmental authorities in China discussed inthis prospectus are expected to apply to entities an

332、d businesses in mainland China,rather than to entities or businesses in Hong Kong which operate under differentsets of laws from those of mainland China.These risks are discussed in more details in the section titled“RiskFactors”beginning on page 22 of this prospectus.Risks Related to Our Business a

333、nd Industry.See“Risk FactorsRisksRelated to Our Business and Industry”on page 22 of the prospectus.Risks and uncertainties related to our business and industry include,but arenot limited to,the following:Our and our business partners business operations were adverselyaffected by the COVID-19 outbreak,but have benefitted from thesignificant easement of lockdown policies and rebound in economicactiv