This is a confidential draft submission to the US Securities
andExchange commission pursuant to Section 106 a of the Jumpstart
Our Business Startups Act of 2012 on 2018and is not being
filed publicly under the Securities Act of 1933 as amended

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549

FORM F1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NINGBO ZHENGHE TRADE LIMITED
Exact name of Registrant as specified in its charter
Not Applicable
Translation of Registrants name into English
Cayman Islands
8900
Not Applicable
State or other jurisdiction of Identification number
Room 306 Build 2 Yangtze River Delta e commerce Industrial Park
Shanghai PRC100005
86 21 201107
Address including zip code and telephone number including
area deof Registrants principal executive offices

BIGC SECURITIES,INC.
228 PARK AVE S 79525 NEW YORK,
NEW YORK
(Name, address, including zip code of agent for service)


Copies to,
Approximate date of commencement of proposed sale to the public,
As soon as practicable after the effective date of this Registration
Statement.
If any of the securities being registered on this Form are to be offered on a
delayedor continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462b under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If this Form is a post effective amendment filed pursuant to Rule 462c under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If this Form is a post effective amendment filed pursuant to Rule 462d under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of
1933. Emerging growth company
If an emerging growth company that prepares its financial statements in
accordance with U.S.GAAP, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section
7a2B of the Securities Act.
The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance
with Section 8a of the Securities Act, as amended, or until the
registration statement shall become effective on such date as the
Securities and Exchange Commission,acting pursuant to said Section
8a may determine.

PRELIMINARY PROSPECTUS ORDINARY SHARES
We are offering ordinary shares. This is the initial public offering of
ordinary shares of The offering price of our ordinary shares in this
offering is expected to be 5.00 per share. Prior to this offering, there
has been no public market for our ordinary shares.

We have applied to list our ordinary shares on the Nasdaq Capital Market
under the symbol ZHZ. There is no assurance that such application will be
approved, and if our application is not approved, this offering may not be
completed.
Investing in our ordinary shares involves a high degree of risk. Before
buying any shares, you should carefully read the discussion of material
risks of investing in our ordinary shares in Risk Factors .
We are an emerging growth company as defined under the federal securities
laws and, as such, will be subject to reduced public company reporting
requirements.
See Prospectus Summary Implications of Being an Emerging Growth Company
for additional information.
Neither the Securities and Exchange Commission nor any other regulatory body
has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

We are not a Chinese operating company, but rather a holding company
incorporated in the United States of America. As a holding company with no
material operations of our own, we conduct a substantial majority of our
operations through our operating entities established in the People Republic
of China The Ordinary Shares offered in this prospectus are shares of the
United States of America holding company. Holders of our Class A Ordinary
Shares do not directly own any equity interests in our Chinese operating
subsidiaries, but will instead own shares of a United States of America
holding company. The Chinese regulatory authorities could disallow our
corporate structure, which would likely result in a material change in our
operations and a material change in the value of our Ordinary Shares,
including that it could cause the value of our Ordinary Shares to
significantly decline or become worthless. Unless otherwise stated,
as used in this prospectus and in the context of describing our operations
and consolidated financial information, we, us, Company, or our, refers
to nIngbo zhenghe trading ltd, a United States of America holding company.
We face various legal and operational risks and uncertainties relating to our
operations in China. These risks, together with uncertainties in China s legal
system and the interpretation and enforcement of Chinese laws, regulations,
and policies, could hinder our ability to offer or continue to offer our
securities, result in a material adverse effect on our business operations,
and damage our reputation, which could cause our shares to significantly
decline in value or become worthless.
The Chinese government may intervene or influence the
operations of our PRC subsidiaries at any time and may exert more control
over offerings conducted overseas and foreign investment in China based
issuers, which could result in a material change in the operations of our
PRC subsidiaries and the value of our common stock.
Any actions by the Chinese government to exert more oversight and control
over offerings that are conducted overseas and foreign investment in China
based issuers could significantly limit or completely hinder our ability to
offer or continue to offer securities to investors and cause the value of
such securities to significantly decline or be worthless. Recently, the PRC
government adopted a series of laws, regulatory measures and issued
statements to regulate business operations in China, including cracking
down on illegal activities in the securities market, adopting new measures
to extend the scope of cybersecurity reviews, and expanding the efforts
in anti monopoly enforcement. The Cyberspace Administration of China has
opened cybersecurity probes into several U.S. listed technology companies
focusing on anti monopoly regulation, and how companies collect, store,
process and transfer data, among other things. If we are subject to such
a probe or are required to comply with the stringent requirements of
the new regulations, our ability to conduct our business or list on a U.S.
stock exchange may be restricted. As of the date of this prospectus,
we and our subsidiaries have not been involved in any investigations on
cybersecurity review initiated by any Chinese regulatory authority,
nor has any of them received any inquiry, notice or sanction. There are
currently no relevant laws or regulations in China that prohibit companies
whose subsidiaries or entity interests are within China from listing on
overseas stock exchanges. However, since these statements and regulatory
actions are newly published, official guidance and related implementation
rules have not been issued. It is highly uncertain what the potential impact
such modified or new policies and regulations will have on our daily
business operation, the ability to accept foreign investments and our
ability to continue trading on a U.S. securities marketplace or stock
exchange.

PER SHARE
TOTAL
Initial public offering price
Underwriting discounts and commissions1
Proceeds, before expenses, to us
Does not include accountable and non accountable expense allowance payable
to underwriters. Please see the section of this prospectus entitled
Underwriting for additional information regarding underwriter compensation.
We expect our total cash expenses for this offering including cash expenses
payable to our underwriters for their out of pocket expenses to be
approximately , exclusive of the above commissions. In addition, we will pay
additional items of value in connection with this offering that are
viewed by the Financial Industry Regulatory Authority, or FINRA, as
underwriting compensation. These payments will further reduce proceeds
available to us before expenses.

See Underwriting
Neither we nor any of the underwriters have authorized anyone to provide any
information or to make any representations other than those contained in this
prospectus or in any free writing prospectuses we have prepared. Neither we
nor any of the underwriters take responsibility for, and can provide no
assurance as to the reliability of, any other information that others may
give you. This prospectus is an offer to sell only the shares offered hereby,
but only under circumstances and in jurisdictions where it is lawful to
do so. The information contained in this prospectus is current only as
of its date, regardless of the time of delivery of this prospectus or of
any sale of our common stock.For investors outside the United States,
Neither we nor any of the underwriters have done anything that would
permit this offering or possession or distribution of this prospectus in any
 jurisdiction where action for that purpose is required, other
than in the United States. Persons outside the United States who come into
possession of this prospectus must inform themselves about, and observe any
restrictions relating to, the offering of the shares of our common stock and
the distribution of this prospectus outside the United States.Neither the
Securities and Exchange Commission nor any state securities commission
nor any other regulatory body has approved or disapproved of these securities
or determined if this prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.

TABLE OF CONTENTS
Page
PROSPECTUS SUMMARY 5
OFFERINGS 13
RISK FACTORS 14
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS 40
USE OF PROCEEDS 42
DIVIDEND POLICY 43
CORPORATE STRUCTURE 44
BUSINESS 45
REGULATIONS 48
MANAGEMENT 56
PRINCIPAL SHAREHOLDERS 60
SHARES ELIGIBLE FOR FUTURE SALE 61
UNDERWRITING 63
LEGAL MATTERS 65
INDEX TO FINANCIAL STATEMENTS

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and financial statements
appearing elsewhere in this prospectus. In addition to this summary, we
urge you to read the entire prospectus carefully, especially the risks of
investing in our Ordinary Shares discussed under Risk Factors before
deciding whether to buy our Ordinary Shares.

Our Mission
We are a Hairy Crabs service agent focusing on marketing commercial
products to and managing products for individuals and corporate
clients in the PRC.

Overview of Our Company
We are founded in 2015 located in Yangtze River Delta Ecommerce
Industrial Park Shanghai is committed to intelligence.
Ningbo Zhenghe Trading ltd is a professional international leading
Chinese comitten crab overall solution service operator integrating
original ecological free range Yangcheng Lake hairy crab aquaculture
brand promotion comprehensive sales and spot distribution. The farm
is a large scale ecological aquaculture base which is recommended by
the Academy of Agricultural Sciences to ensure that all listed products
meet the principles of food safety and green.
Their products and customers cover more than 10 countries and regions
 such as North America Europe Oceania South America
Middle East and Asia.

The Industry
According to the Heading Report hairy crab farming has a long history
in China and is one of the pillar industries in China fishery economy.
As a special famous and excellent aquatic product hairy crab has become
 an important breakthrough for implementing targeted poverty alleviation
promoting economic growth and increasing farmers income in many regions.
In order to have a comprehensive understanding of China hairy crab market
and industry development Youangsu Academy of Agricultural Sciences and
other units were entrusted to set up a special research group which
conducted a comprehensive investigation and analysis of China hairy
 crab industry by means of data access telephone consultation
face to face interview and on site inspection.


Our Solution
We believe the following competitive strengths have contributed to
or will contribute to our recent and ongoing growth:
The development of hairy crab farming industry will still face many
 challenges in the future but with the growing maturity of breeding
 technology closely linked production and sales links rapid expansion
 of consumer market and perfect provision of cold chain logistics
the overall development will be relatively stable.

Our Services
We aspire to become intelligent hairy crab industry leader among
the environment of overall growth in the market.
To achieve this goal we intend to leverage on our existing
strengths and pursue the following strategies:
Further Enhance Our Brand Recognition among intelligent hairy
crab market in China
Further grow our client base and increase our market penetration
Broaden Our Individual and Corporate Client Base
Continue Product Innovation to Enhance Our Value Proposition to
Clients Enhance Our IT Infrastructure and Proprietary Database and
Pursue strategic investments and acquisition opportunities.

Our Core Competencies
The original industry chain financing can help Chinese small and
medium sized enterprises to finance the advantages of the capital
Professional team Core listing counseling team resources all over
China Our founder, JIJIAN YOU, has been engaged in capital
operation industry for 20 years, and has unique experience in
enterprise industry chain financing and listing.
Always put the service for enterprises in the first place in life, always
put the creation of value for enterprises in the first place in life.

Our Competitive Strengths
Market development and promotion advantages.
Professional team and core listing counseling team resources
advantage throughout China.
The advantage of the original industry chain financing, which can
help Chinese SMEs to finance.
The advantage of long time experience in coaching enterprises.

Our Challenges
The number of competitors has increased.
Team personnel are constrained by funds, resulting in insufficient
manpower.The industry price is becoming more and more transparent.

Our Corporate Structure
Our Strategy
Provide Chinese enterprises with listing, full consulting and combing
counseling, financing and investment, domestic and foreign listing
services, and solve the problems in the development of enterprises.
We hope to really help small and medium sized enterprises, can land,
can see results, help enterprises to improve their core competitiveness,
cultivate internal strength, enhance the value, long term accompanying
to domestic and foreign listings.MA of China high quality assets, the
combination of industry and finance, to do 8 listed companies.

Risk Factors Summary
Risks Related to Our Business
We have grown rapidly in recent years and have limited experience
operating at our current scale of operations. If we are unable to
manage our growth effectively, our brand, company culture and
financial results may suffer.
We have limited sources of working capital and will need substantial
additional financing.We are dependent on certain key personnel and
loss of these key personnel could have a material adverse effect on
our business, financial condition and results of operations.
Our success depends on our ability to protect our intellectual property.
The global coronavirus COVID 19 pandemic has caused significant
disruptions in our business, which may continue to materially and
adversely affect our results of operations and financial condition.
A severe or prolonged downturn in the global or Chinese economy
could materially and adversely affect our business and our financial
condition.

Risks Related to Doing Business in China
The Chinese government exerts substantial influence over the manner
in which we must conduct our business activities. We are currently not
required to obtain approval from Chinese authorities to list on U.S
exchanges, however, if our subsidiaries or the holding company were
required to obtain approval in the future and were denied permission
from Chinese authorities to list on U.S. exchanges, we will not be able
to continue listing on U.S. exchange, which would materially affect the
interest of the investors. Changes in China s economic, political or social
conditions or government policies could have a material adverse effect
on our business and results of operations.

The PRC government may impose restrictions on our ability to transfer
cash out of China and to U.S. investors. To the extent cash or assets of
our business, or of our PRC or Hong Kong subsidiaries, is in the PRC or
Hong Kong, such cash or assets may not be available to fund operations
or for other use outside of the PRC or Hong Kong, due to interventions
in or the imposition of restrictions and limitations by the PRC government
to the transfer of cash or assets. PRC laws and regulations governing
our current business operations are sometimes vague and uncertain
and any changes in such laws and regulations may impair our ability
to operate profitably. Substantial uncertainties exist with respect to the
enactment timetable and final content of draft China Foreign
Investment Law and how it may impact the viability of our current
corporate structure, corporate governance and business operations.

There are uncertainties under the PRC laws relating to the procedures
for U.S. regulators to investigate and collect evidence from companies
located in the PRC.
We rely on dividends, loans and other distributions on equity paid by
our PRC subsidiaries to fund any cash and financing requirements we
may have. Any limitation on the ability of our PRC subsidiaries to make
loans or payments to us could have a material adverse effect on our
ability to conduct our business.
Fluctuations in exchange rates could have a material adverse effect on
our results of operations and the price of our ordinary shares.
PRC regulation of loans to, and direct investments in, PRC entities by
offshore holding companies may delay or prevent us from making loans
or additional capital contributions to our PRC operating subsidiaries and
thereby prevent us from funding our business.

PRC regulations relating to the establishment of offshore special purpose
vehicles by PRC residents may subject our PRC resident beneficial owners
or our PRC subsidiaries to liability or penalties, limit our ability to make
capital contributions into our PRC subsidiaries, limit our PRC subsidiaries
ability to distribute profits to us, or otherwise adversely affect our
financial position.

Governmental control of currency conversion may limit our ability to utilize
our net revenues effectively and affect the value of your investment.
We must remit the offering proceeds to PRC before they may be used to
benefit our business in the PRC, and this process may take several months.

Some of our shareholders are not in compliance with the PRC regulations
relating to offshore investment activities by PRC residents, and as a result,
the shareholders may be subject to penalties if we are not able to
remediate the non compliance.

Failure to make adequate contributions to various employee benefit plans
required by PRC regulations may subject us to penalties.

The MA Rules and certain other PRC regulations establish complex
procedures for some acquisitions of Chinese companies by foreign investors,
making it more difficult for us to pursue growth through acquisitions in
China.

PRC regulations relating to offshore investment activities by PRC residents
may limit our PRC subsidiaries ability to increase their registered capital
or distribute profits to us or otherwise expose us or our PRC resident
beneficial owners to liability and penalties under PRC law.
If we are classified as a PRC resident enterprise for PRC income tax
purposes, such classification could result in unfavorable tax consequences
to us and our non PRC shareholders.
Enhanced scrutiny over acquisition transactions by the PRC tax authorities
may have a negative impact on potential acquisitions we may pursue in the
future. If we become directly subject to the scrutiny, criticism and negative
publicity involving U.S. listed Chinese companies, we may have to expend
significant resources to investigate and resolve the matter which could
harm our business operations, share price and reputation.

The recent joint statement by the SEC and PCAOB, proposed rule changes
submitted by Nasdaq, and the Holding Foreign Companies Accountable Act
all call for additional and more stringent criteria to be applied to emerging
market companies upon assessing the qualification of their auditors,
especially the non U.S. auditors who are not inspected by the PCAOB.
These developments could add uncertainties to our offering.

Uncertainties in the interpretation and enforcement of Chinese laws and
regulations could limit the legal protections available to us.

We may be adversely affected by the complexity, uncertainties and changes
in PRC regulation of internet related businesses and companies, and any
lack of requisite approvals, licenses or permits applicable to our business
may have a material adverse effect on our business and results of
operations. Increases in labor costs in the PRC may adversely affect our
business and our profitability.

Risks Related to the Offering and Our Ordinary Shares

The initial public offering price of our Ordinary Shares may not be indicative
of the market price of our Ordinary Shares after this offering. In addition,
an active, liquid and orderly trading market for our Ordinary Shares may
not develop or be maintained, and our share price may be volatile.

There may not be an active, liquid trading market for our Ordinary Shares.
Because we do not expect to pay dividends in the foreseeable future after
this offering, you must rely on a price appreciation of the Ordinary Shares
for a return on your investment.

A sale or perceived sale of a substantial number of our Ordinary Shares
may cause the price of our Ordinary Shares to decline.

There can be no assurance that we will not be a passive foreign investment
company for United States federal income tax purposes for any taxable year,
which could subject United States holders of our Ordinary Shares to
significant adverse United States federal income tax consequences.

For as long as we are an emerging growth company, we will not be required
to comply with certain reporting requirements, including those relating to
accounting standards and disclosure about our executive compensation,
that apply to other public companies.

If we fail to establish and maintain proper internal financial reporting
controls, our ability to produce accurate financial statements or comply
with applicable regulations could be impaired.

Nasdaq may apply additional and more stringent criteria for our initial and
continued listing because we plan to have a small public offering and
insiders will hold a large portion of the company listed securities.

If we cannot satisfy, or continue to satisfy, the initial listing requirements
and other rules of Nasdaq Capital Market, although we exempt from certain
corporate governance standards applicable to US issuers as a Foreign Private
Issuer, our securities may not be listed or may be delisted, which could
negatively impact the price of our securities and your ability to sell them.

The market price of our ordinary shares may be volatile or may decline
regardless of our operating performance, and you may not be able to resell
your shares at or above the public offering price.

We have broad discretion in the use of the net proceeds from our public
offering and may not use them effectively.
We will incur additional costs as a result of becoming a public company,
which could negatively impact our net income and liquidity.

Trademarks
Implications of Being an Emerging Growth Company
Implications of Our Being an Emerging Growth Company
On September 9, 2022, the SEC adopted inflation adjustments mandated
by the Jumpstart Our Business Startups Act of 2012 the JOBS Act. As a result,
an emerging growth company will lose its emerging growth company status
on the last day of the fiscal year in which it has 1.235 billion or more in
total.
As a company with less than 1.235 billion in revenue during our last fiscal
year, we qualify as an emerging growth company as defined in the JOBS Act.
An emerging growth company may take advantage of reduced reporting
requirements that are otherwise applicable to larger public companies.
In particular, as an emerging growth company, we, may present only two years
of audited financial statements and only two years of related Management
Discussion and Analysis of Financial Condition and Results of Operations,
are not required to provide a detailed narrative disclosure discussing
our compensation principles, objectives and elements
and analyzing how those elements fit with our principles and objectives, which
is commonly referred to as compensation discussion and analysis,
are not required to obtain an attestation and report from our auditors on our
management s assessment of our internal control over financial reporting
pursuant to the Sarbanes Oxley Act of 2002, are not required to obtain a non
binding advisory vote from our shareholders on executive compensation or
golden parachute arrangements commonly referred to as the say on pay, say
on frequency and say on golden parachute votes,are exempt from certain
executive compensation disclosure provisions requiring a pay for performance
graph and CEO pay ratio disclosure,are eligible to claim longer phase in
periods for the adoption of new or revised financial accounting standards
under 107 of the JOBS Act, and will not be required to conduct an evaluation
of our internal control over financial reporting until our second annual
report on Form 20F following the effectiveness of our initial public offering.

We intend to take advantage of all of these reduced reporting requirements
and exemptions, including the longer phase in periods for the adoption of
new or revised financial accounting standards under 107 of the JOBS Act.
Our election to use the phase in periods may make it difficult to compare
our financial statements to those of non emerging growth companies and
other emerging growth companies that have opted out of the phase in
periods under 107 of the JOBS Act.

Under the JOBS Act, we may take advantage of the above described reduced
reporting requirements and exemptions until we no longer meet the definition
of an emerging growth company. The JOBS Act provides that we would cease
to be an emerging growth company at the end of the fiscal year in which the
fifth anniversary of our initial sale of common equity pursuant to a
registration statement declared effective under the Securities Act of 1933,
as amended the Securities Act occurred, if we have more than 1.235 billion
in annual revenue, have more than 700 million in market value of our Class
A Ordinary Share held by non affiliates, or issue more than 1 billion in
principal amount of non convertible debt over a three year period.

Foreign Private Issuer Status
We are a foreign private issuer within the meaning of the rules under the
Securities Exchange Act of 1934, as amended the Exchange Act . As such,
we are exempt from certain provisions applicable to United States domestic
public companies. For example,we are not required to provide as many
Exchange Act reports, or as frequently, as a domestic public company,for
interim reporting, we are permitted to comply solely with our home country
requirements, which are less rigorous than the rules that apply to domestic
public companies, we are not required to provide the same level of
disclosure on certain issues, such as executive compensation,we are exempt
from provisions of Regulation FD aimed at preventing issuers from making
selective disclosures of material information,we are not required to comply
with the sections of the Exchange Act regulating the solicitation of proxies,
consents, or authorizations in respect of a security registered under the
Exchange Act, and we are not required to comply with Section 16 of the
Exchange Act requiring insiders to file public reports of their share
ownership and trading activities and establishing insider liability for
profits realized from any short swing trading transaction.

Implications of Being a Controlled Company Controlled companies are exempt
from the majority of independent director requirements. Controlled companie
are subject to an exemption from Nasdaq standards requiring that the board
of a listed company consist of a majority of independent directors within one
year of the listing date.

Public Companies that qualify as a Controlled Company with securities
listed on the Nasdaq Stock Market Nasdaq, must comply with the exchange
continued listing standards to maintain their listings. Nasdaq has adopted
qualitative listing standards.
Companies that do not comply with these corporate governance requirements
may lose their listing status. Under the Nasdaq rules, a controlled company
is a company with more than 50% of its voting power held by a single person,
entity or group. Under Nasdaq rules, a controlled company is exempt from
certain corporate governance requirements including,the requirement that
a majority of the board of directors consist of independent directors the
requirement that a listed company have a nominating and governance
committee that is composed entirely of independent directors with a written
charter addressing the committee s purpose and responsibilities, the
requirement that a listed company have a compensation committee that is
composed entirely of independent directors with a written charter addressing
the committee s purpose and responsibilities, and the requirement for an
annual performance evaluation of the nominating and governance committee
and compensation committee.Controlled companies must still comply with the
exchange other corporate governance standards. These include having an
audit committee and the special meetings of independent or non management
directors.

OFFERINGS
Below is a summary of the terms of the offering,
Issuer
nIngbo zhenghe trading ltd.

Securities Being Offered
Ordinary Shares, par value US0.0001 per share
Offering Price
We expect that the initial public offering price will be US per Ordinary
Share.

Ordinary Shares Outstanding
Immediately Before This Offering
Ordinary Shares
Ordinary Shares Outstanding
Immediately After This Offering
Ordinary Shares or Ordinary Shares if the underwriters exercise their option
to purchase additional Ordinary Shares in full.

Voting Rights
Each Ordinary Share is entitled to one vote.
Use of Proceeds
Proposed Nasdaq Trading Symbol and Listing
ZHZ
Lock up
Our directors, executive officers, and shareholder who own 5% or more of the
outstanding Ordinary Shares intended agreed with the underwriters not to
offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of
any of our Ordinary Shares or securities convertible into Ordinary Shares
for a period of 6 months commencing on the date of this prospectus.
The Company is also prohibited from conducting offerings during this
period and from repricing or changing the terms of existing options and
warrants.

See Underwriting for additional information.

Transfer Agent
Risk factors
See Risk Factors for a discussion of risks you should carefully consider
before investing in our Ordinary Shares

RISK FACTORS
An investment in our Ordinary Shares involves a high degree of risk.
Before deciding whether to invest in our Ordinary Shares, you should consider
carefully the risks described below, together with all of the other
information set forth in this prospectus, including the section titled
Management Discussion and Analysis of Financial Condition and Results
of Operations and our consolidated financial statements and related notes.
If any of these risks actually occurs, our business, financial condition,
results of operations or cashflow could be materially and adversely
affected, which could cause the trading price of our Ordinary Shares
to decline, resulting in a loss of all or part of your investment.
The risks described below and in the documents referenced above
are not the only ones that we face. Additional risks not presently known
to us or that we currently deem immaterial may also affect our business.
You should only consider investing in our Ordinary Shares if you can
bear the risk of loss of your entire investment.

Risks Related to Our Business
We have grown rapidly in recent years and have limited experience
operating at our current scale of operations. If we are unable to manage our
growth effectively, our brand, company culture and financial results
may suffer.

We have grown rapidly in the past year and our recent growth rates and
financial results should not be considered indicators of our future
performance.
In order to effectively manage and leverage our growth,we must continue to
expand our sales and marketing, focus on innovative product and website
development, and upgrade our management information systems. Our continued
growth has in the past and may in the future strain our existing resources and
we may experience ongoing operational difficulties in managing our operations
in numerous jurisdictions, including difficulties in recruiting, training and
managing a dispersed and growing employee base. Failure to expand and
maintain our company culture through growth may harm our future success,
including our ability to retain and recruit personnel and to effectively
focus on and pursue our corporate goals.
The finance service industry is evolving rapidly and may not evolve as we
expect.
Even if our net sales continue to grow, our net sales growth rate may decline
in the future due to a variety of factors, including macroeconomic factors,
changes in supply and supply chain, changes in consumer preferences, increased
competition and the maturation of our business. Accordingly, you should not
rely on our net sales growth rates for any prior period as an indicator of our
future performance. Our overall growth in net sales will depend on many
factors, including our ability to, price our products and services effectively
so that we can attract new customers and expand our relationships with
existing customers. accurately forecast our net sales and plan our operating
expenses. compete successfully with other companies that are or may be
entering our competitive market in the future and respond to developments
in those competitors, such as pricing changes and the introduction of new
products and services. Complying with existing and new laws and regulations
that apply to our business.
Successfully expanding into existing markets and entering new markets,
including new geographic areas and categories. The successful introduction of
new products and enhancements to our products and services and their features,
including in response to new trends or competitive dynamics or customer needs
or preferences.
Successfully identifying and acquiring or investing in businesses, products or
technologies that we believe will complement or expand our business.
Avoiding disruptions or interruptions in the distribution of our products and
services. Providing quality support to our customers that meets their needs.
Hiring, integrating and retaining talented sales, customer service and other
personnel.
Effectively managing the growth of our business, personnel and operations,
including the opening of new showrooms.
Effectively managing the costs associated with our business and operations.
Maintaining and enhancing our reputation and brand value. Because of our
limited history of operating our business at our current scale,
it is difficult to assess our current operations and future prospects,
including our ability to plan for and model future growth.
Our limited operating experience at this scale,
combined with the rapidly evolving nature of the markets in which we sell
our products and services, the significant uncertainty about how these
markets will develop and other economic factors beyond our control,
reduces our ability to accurately forecast quarterly or annual revenues.
Failure to effectively manage our future growth could adversely affect our
business, financial condition and results of operations.

We have limited sources of working capital and will need substantial
additional financing.

The working capital required to implement our business strategy will
most likely be provided by funds obtained through offerings of our
equity, debt, debt linked securities, and equity linked securities, and
revenues generated by us. No assurance can be given that we will have
revenues sufficient to sustain our operations or that we would be able
to obtain equity/debt financing in the current economic environment.
If we do not have sufficient working capital and are unable to generate
sufficient revenues or raise additional funds, we may delay the completion
of or significantly reduce the scope of our current business plan, postpone
the hiring of new personnel, or, under certain dire financial circumstances,
substantially curtail or cease our operations.

We may need to engage in capital raising transactions in the near future.
Such financing transactions may well cause substantial dilution to our
shareholders and could involve the issuance of securities with rights
senior to the outstanding shares. Our ability to complete additional
financings is dependent on, among other things, the state of the capital
markets at the time of any proposed offering, market reception of the
Company and the likelihood of the success of its business model and
offering terms. There is no assurance that we will be able to obtain any
such additional capital through asset sales, equity or debt financing, or
any combination thereof, on satisfactory terms or at all. Additionally, no
assurance can be given that any such financing, if obtained, will be
adequate to meet our capital needs and to support our operations.
If we do not obtain adequate capital on a timely basis and on satisfactory
terms,our revenues and operations and the value of our Ordinary Shares
and Ordinary Share equivalents would be materially negatively impacted
and we may cease our operations.

We are dependent on certain key personnel and loss of these key
personnel could have a material adverse effect on our business, financial
condition and results of operations.

Our success is, to a certain extent, attributable to the management, sales
and marketing of key personnel. We are dependent upon
the services of Mr. JIJIAN YOU, our President, Chairman of the Board, for
the continued growth and operation of our Company,
due to his industry experience, technical expertise, as well as his personal
and business contacts in the PRC. Additionally, Mr. alex lee Ms. YAHOO XU
and Ms. YE WANG, performs key functions in the operation of our
business. We may not be able to retain Ms. JIJIAN YOU , Mr.alex lee, Ms.
YAHOO XU and Ms. YE WANG for any given period of time. Although
we have no reason to believe that Ms. JIJIAN YOU will discontinue their
services with us, the interruption or loss of his services would adversely
affect our ability to effectively run our business and pursue our business
strategy as well as our results of operations.
We do not carry key man life insurance for any of our key personnel, nor
do we foresee purchasing such insurance to protect against the loss of
key personnel.
Our success depends on our ability to protect our intellectual property.
Our success depends on our ability to obtain and maintain patent
protection for products developed utilizing our technologies, in the PRC
and in other countries, and to enforce these patents. There is no assurance
that any of our existing and future patents will be held
valid and enforceable against third party infringement or that our
products will not infringe any third party patent or intellectual
property. We own  patents and have filed additional patent
applications with the Patent Administration Department of the PRC,
however, there is no assurance that our filed patent applications
will be granted.
Any patents relating to our technologies may not be sufficiently broad to
protect our products. In addition, our patents may be
challenged, potentially invalidated or potentially circumvented. Our
patents may not afford us protection against competitors with similar
technology or permit the commercialization of our products without
infringing third party patents or other intellectual property rights.

We also rely on or intend to rely on our trademarks, trade names and
brand names to distinguish our products from the products of our
competitors, and have registered or will apply to register a number of
these trademarks.
However, third parties may oppose our trademark applications or otherwise
challenge our use of the trademarks. In the event that our trademarks are
successfully challenged, we could be forced to rebrand our products, which
could result in loss of brand recognition and could require us to devote
resources to advertising and marketing these new brands. Further, our
competitors may infringe our trademarks, or we may not have adequate
resources to enforce our trademarks.

In addition, we also have trade secrets, non patented proprietary
expertise and continuing technological innovation that we shall
seek to protect, in part, by entering into confidentiality agreements
with licensees, suppliers, employees and consultants. These
agreements may be breached and there may not be adequate remedies in
the event of a breach. Disputes may arise concerning the ownership of
intellectual property or the applicability of confidentiality agreements.
Moreover, our trade secrets and proprietary technology may otherwise
become known or be independently developed by our competitors.
If patents are not issued with respect to products arising from research,
we may not be able to maintain the confidentiality of information
relating to these products.

The global coronavirus COVID 19 pandemic has caused significant
disruptions in our business, which may continue to materially and
adversely affect our results of operations and financial condition.

On March 11, 2020, the World Health Organization declared the
COVID 19 outbreak a global pandemic. Many businesses and
social activities in China and other countries and regions were
severely disrupted in 2020, including those of our suppliers,
customers and employees. This pandemic has also caused market
panics, which materially and negatively affected the global
financial markets, such as the plunge of global stocks on major stock
exchanges in March 2020. Such disruption and slowdown of
the world s economy in 2020 and beyond had, and may continue to
have, a material adverse effect on our results of operations and
financial condition. We and our customers experienced significant
business disruptions and suspension of operations due to quarantine
measures to contain the spread of the pandemic, which caused shortage
in the supply of raw materials, reduced our production capacity, increased
the likelihood of default from our customers and delayed our product
delivery. All of these had resulted in a material adverse effect on our
results of operations and financialcondition in the fiscal year 2021.
The extent to which the COVID 19 pandemic may impact our business,
operations and financial results will depend on numerous evolving factors
that the Company cannot accurately predict at this time, including the
uncertainty on the potential resurgence of the COVID 19 cases in China,
the continual spread of the virus globally, and the instability of local
and global government policies and restrictions. We are closely monitoring
the development of the COVID 19 pandemic and continuously evaluating
any further potential impact on our business, results of operations and
financial condition. If the pandemic persists or escalates, we may be
subject to further negative impact on our business operations
and financial condition.

A severe or prolonged downturn in the global or Chinese economy could
materially and adversely affect our business and our financial condition.

Although the Chinese economy expanded well in the last two decades,
the rapid growth of the Chinese economy has slowed down since 2012,
and there is considerable uncertainty over the long term effects of the
expansionary monetary and fiscal policies adopted by the People s Bank
of China and financial authorities of some of the world s leading
economies, including the United States and China. There have been
concerns over unrest and terrorist threats in the Middle East, Europe and
Africa, which have resulted in volatility in oil and other markets. There
have also been concerns on the relationship among China and other
Asian countries, which may result in or intensify potential conflicts in
relation to territorial disputes. Economic conditions in China are sensitive
to global economic conditions, as well as changes in domestic economic
and political policies and the expected or perceived overall economic
growth rate in China. Any severe or prolonged slowdown in the global
or Chinese economy may materially and adversely affect our business,
results of operations and financial condition.

Risks Related to Doing Business in China
The Chinese government exerts substantial influence over the manner
in which we must conduct our business activities. We are currently not
required to obtain approval from Chinese authorities to list on U.S
exchanges, however, if our subsidiaries or the holding company were
required to obtain approval in the future and were denied permission
from Chinese authorities to list on U.S. exchanges, we will not be able
to continue listing on U.S. exchange, which would materially affect the
interest of the investors.

Because of our corporate structure as a United States of America
holding company with operations conducted by our PRC subsidiaries,
it involves unique risks to investors. Furthermore, Chinese regulatory
authorities could change the rules and regulations regarding foreign
ownership in the industry in which the company operates, which
would likely result in a material change in our operations and a material
change in the value of the securities we are registering for sale, including
that it could cause the value of such securities to significantly decline or
become worthless.

The Chinese government has exercised and
continues to exercise substantial control over virtually every sector of
the Chinese economy through regulation and state ownership.
Under the current government leadership, the government of the
PRC has been pursuing reform policies which have adversely affected
China based operating companies whose securities are listed in the
United States, with significant policies changes being made from time
to time without notice. There are substantial uncertainties regarding
the interpretation and application of PRC laws and regulations, including,
but not limited to, the laws and regulations governing our business, or
the enforcement and performance of our contractual arrangements
with borrowers in the event of the imposition of statutory liens, death,
bankruptcy or criminal proceedings. Our ability to operate in China
maybe harmed by changes in its laws and regulations, including those
relating to taxation, environmental regulations, land use rights,
property and other matters. The central or local governments of
these jurisdictions may impose new, stricter regulations or interpretations
of existing regulations that would require additional expenditures and
efforts on our part to ensure our compliance with such regulations or
interpretations. Accordingly, government actions in the future, including
any decision not to continue to support recent economic reforms and
to return to a more centrally planned economy or regional or local
variations in the implementation of economic policies, could have a
significant effect on economic conditions in China or particular regions
thereof, and could require us to divest ourselves of any interest we then
hold in Chinese properties.

Given recent statements by the Chinese government indicating an
intent to exert more oversight and control over offerings that are
conducted overseas and foreign investment in China based issuers,
any such action could significantly limit or completely hinder our
ability to offer or continue to offer securities to investors and cause
the value of such securities to significantly decline or become worthless.

Recently, the General Office of the Central Committee of the Communist
Party of China and the General Office of the State Council jointly issued
the Opinions on Severely Cracking Down on legal Securities Activities
According to Law, or the Opinions, which was made available to the public
on July 6, 2021. The Opinions emphasized the need to strengthen the
administration over illegal securities activities, and the need to strengthen
the supervision over overseas listings by Chinese companies. Effective
measures, such as promoting the construction of relevant regulatory systems,
will be taken to deal with the risks and incidents of China concept overseas
listed companies. As of the date of this prospectus, we have not received any
inquiry, notice, warning, or sanctions from PRC government authorities in
connection with the Opinions.

On June 10, 2021, the Standing Committee of the National People Congress
of China, or the SCNPC, promulgated the PRC Data Security Law, which took
effect in September 2021. The PRC Data Security Law imposes data security
and privacy obligations on entities and individuals carrying out data
activities, and introduces a data classification and hierarchical protection
system based on the importance of data in economic and social development,
and the degree of harm it will cause to national security, public interests,
or legitimate rights and interests of individuals or organizations when
such data is tampered with, destroyed, leaked, illegally acquired or used.
The PRC Data Security Law also provides for a national security review
procedure for data activities that may affect national security and
imposes export restrictions on certain data an information.

In early July 2021, regulatory authorities in China launched cybersecurity
investigations with regard to several China based companies that are listed
in the United States. The Chinese cybersecurity regulator announced on July
2 that it had begun an investigation of Didi Global Inc. NYSE, DIDI and two
days later ordered that the company s app be removed from smartphone
app stores. On July 5, 2021, the Chinese cybersecurity regulator launched
the same investigation on two other Internet platforms, China s Full Truck
Alliance of Full Truck Alliance Co. Ltd. NYSE, YMM and Boss of KANZHUN
LIMITED Nasdaq, BZ.

On July 24, 2021, the General Office of the Communist Party of China Central
Committee and the General Office of the State Council jointly released the
Guidelines for Further Easing the Burden of Excessive Homework and Off
campus Tutoring for Students at the Stage of Compulsory Education,
pursuant to which foreign investment in such firms via mergers and
acquisitions, franchise development, and variable interest entities are
banned from this sector.

On August 17, 2021, the State Council promulgated the Regulations on
the Protection of the Security of Critical Information Infrastructure, or the
Regulations, which took effect on September 1, 2021. The Regulations
supplement and specify the provisions on the security of critical information
infrastructure as stated in the Cybersecurity Review Measures. The Regulations
provide, among others, that protection department of certain industry or
sector shall notify the operator of the critical information infrastructure in
time after the identification of certain critical information infrastructure.

On August 20, 2021, the SCNPC promulgated the Personal Information
Protection Law of the PRC, or the Personal Information Protection Law,
which took effect in November 2021. As the first systematic and
comprehensive law specifically for the protection of personal information
in the PRC,the Personal Information Protection Law provides, among others,
that an individual s consent shall be obtained to use sensitive personal
information,such as biometric characteristics and individual location
tracking, personal information operators using sensitive personal information
shall notify individuals of the necessity of such use and impact on the
individual rights,and i where personal information operators reject an
individual request to exercise his or her rights, the individual may file
lawsuit with People Court.

As such, the Company s business segments may be subject to various
government and regulatory interference in the provinces in which they
operate. The Company could be subject to regulation by various political
and regulatory entities, including various local and municipal agencies and
government sub divisions. The Company may incur increased costs
necessary to comply with existing and newly adopted laws and regulations
or penalties for any failure to comply. Additionally, the governmental and
regulatory interference could significantly limit or completely hinder our
ability to offer or continue to offer securities to investors and cause the
value of such securities to significantly decline or be worthless.

Furthermore, it is uncertain when and whether the Company will be required
to obtain permission from the PRC government to list on U.S. exchanges in
the future, and even when such permission is obtained, whether it will be
denied or rescinded. Although the Company is currently not required to obtain
permission from any of the PRC federal or local government to obtain such
permission and has not received any denial to list on the U.S. exchange, our
operations could be adversely affected, directly or indirectly, by existing or
future laws and regulations relating to its business or industry.

On December 24, 2021, the CSRC, together with other relevant government
authorities in China issued the Provisions of the State Council on the
Administration of Overseas Securities Offering and Listing by Domestic
Companies Draft for Comments, and the Measures for the Filing of Overseas
Securities Offering and Listing by Domestic Companies Draft for Comments
Draft Overseas Listing Regulations . The Draft Overseas Listing Regulations
requires that a PRC domestic enterprise seeking to issue and list its shares
overseas Overseas Issuance and Listing shall complete the filing procedures
of and submit the relevant information to CSRC. The Overseas Issuance and
Listing includes direct and indirect issuance and listing. Where an enterprise
whose principal business activities are conducted in PRC seeks to issue and
list its shares in the name of an overseas enterprise Overseas Issuer on the
basis of the equity, assets, income or other similar rights and interests of
the relevant PRC domestic enterprise, such activities shall be deemed an
indirect overseas issuance and listing Indirect Overseas Issuance and
Listing under the Draft Overseas Listing Regulations. Therefore, the
proposed listing would be deemed an Indirect Overseas Issuance and
Listing under the Draft Overseas Listing Regulations. As such, the Company
would be required to complete the filing procedures of and submit the
relevant information to CSRC after the Draft Overseas Listing
Regulations become effective.
In addition, on December 28, 2021, the CAC, the National Development and
Reform Commission NDRC , and several other administrations jointly issued
the revised Measures for Cybersecurity Review, or the Revised Review
Measures, which became effective and has replaced the existing Measures
for Cybersecurity Review on February 15, 2022. According to the Revised
Review Measures, if an online platform operator that is in possession of
personal data of more than one million users intends to list in a foreign
country, it must apply for a cybersecurity review. Based on a set of QA
published on the official website of the State Cipher Code Administration
in connection with the issuance of the Revised Review Measures, an official
of the said administration indicated that an online platform operator should
apply for a cybersecurity review prior to
the submission of its listing application with non PRC securities regulators.
Given the recency of the issuance of the Revised Review Measures and their
pending effectiveness, there is a general lack of guidance and substantial
uncertainties exist with respect to their interpretation and implementation.
For example, it is unclear whether the requirement of cybersecurity review
applies to follow on offerings by an online platform operator that is in
possession of personal data of more than one million users where the
offshore holding company of such operator is already listed overseas.
Furthermore, the CAC released the draft of the Regulations on Network
Data Security Management in November 2021 for public consultation,
which among other things, stipulates that a data processor
listed overseas must conduct an annual data security review by itself or by
engaging a data security service provider and submit the annual data security
review report for a given year to the municipal cybersecurity department
before January 31 of the following year. If the draft Regulations on Network
Data Security Management are enacted in the current form, we, as an overseas
listed company, will be required to carry out an annual data security review
and comply with the relevant reporting obligations.

As of the date of this prospectus, none of our PRC subsidiaries operations
involve storing of personal information of PRC individual clients. However,
given the above uncertainties, it is unclear how the Revised Review
Measures and the final draft Regulations on Network Data Security
Management will affect us. We have been closely monitoring the
development in the regulatory landscape in China, particularly regarding
the requirement of approvals, including on a retrospective basis, from
the CSRC, the CAC or other PRC authorities with respect to this offering, as
well as regarding any annual data security review or other procedures that
may be imposed on us. If any approval, review or other procedure is in fact
required, we are not able to guarantee that we will obtain such approval or
complete such review or other procedure timely or at all. For any approval
that we may be able to obtain, it could nevertheless be revoked and the
terms of its issuance may impose restrictions on our operations and
offerings relating to our securities.

Changes in China s economic, political or social conditions or government
policies could have a material adverse effect on our business and results of
operations.

Substantially all of our operations are located in China. Accordingly, our
business prospects, financial condition, and results of operations may be
influenced significantly by political, economic, and social conditions in
China generally and by continued economic growth in China as a whole.

The Chinese economy differs from the economies of most developed countries
in many respects, including the amount of government involvement, level of
development, growth rate, control of the foreign exchange, and allocation of
resources. Although the Chinese government has implemented measures
emphasizing the utilization of market forces for economic reform, the
reduction of state ownership of productive assets, and the establishment
of improved corporate governance in business enterprises, a substantial
portion of productive assets in China is still owned by the government.
In addition, the Chinese government continues to play a significant role
in regulating industry development by imposing industrial policies.
The Chinese government also exercises significant control over China
economic growth through allocating resources, controlling payment of
foreign currency denominated obligations, setting monetary policy, and
providing preferential treatment to particular industries or companies.

While the Chinese economy has experienced significant growth over the past
decades, growth has been uneven, both geographically and among various
sectors of the economy. The Chinese government has implemented various
measures to encourage economic growth and guide the allocation of resources.
Some of these measures may benefit the overall Chinese economy but may
harm us. For example, our financial condition and results of operations may
be adversely affected by government control over capital investments or
changes in tax regulations. In addition, in the past, the Chinese government
has implemented certain measures, including interest rate increases, to control
the pace of economic growth. These measures may cause decreased economic
activity in China, and since 2012, China s economic growth has slowed down.
Any prolonged slowdown in the Chinese economy may reduce the demand for
our products and services and materially and adversely affect our business and
results of operations.

We may also decide to finance our PRC subsidiaries using capital
contributions. The Ministry of Commerce MOC or its local counterpart
must approve these capital contributions. On March 30, 2015, the State
Administration of Foreign Exchange, or SAFE,
promulgated Circular of the State Administration of Foreign Exchange on
Reforming the Management Approach regarding the Settlement of Foreign
Exchange Capital of Foreign invested Enterprises, or Circular 19, which
expands a pilot reform of the administration of the settlement of the foreign
exchange capitals of foreign invested enterprises nationwide. Circular 19
came into force and replaced previous Circular 142 and Circular 36 on June
1, 2015. On June 9, 2016, SAFE promulgated the Circular of the State
Administration of Foreign Exchange on Reforming and Regulating Policies
on the Control over Foreign Exchange Settlement of Capital Accounts, or
Circular 16, to further expand and strengthen such reform. Under Circular
19 and Circular 16, foreign invested enterprises in the PRC are allowed to use
their foreign exchange funds under capital accounts and RMB funds from
exchange settlement for expenditure under current accounts within its
businessscope or expenditure under capital accounts permitted by laws and
regulations, except that such funds shall not be used for i expenditure beyond
the enterprise business scope or expenditure prohibited by laws and
regulations, investments in securities or other investments than principal
secured products issued by banks,granting loans to non affiliated
enterprises, except where it is expressly permitted in the business license,
and iv construction or purchase of real estate for purposes other than
self use except for real estate enterprises.
In addition, SAFE strengthened its oversight of the flow and use of the RMB
capital converted from foreign currency registered capital of a foreign
invested company. The use of such RMB capital may not be altered without SAFE
approval, and such RMB capital may not, in any case, be used to repay RMB
loans if the proceeds of such loans have not been used. Violations of these
circulars could result in severe monetary or other penalties. These circulars
may significantly limit our ability to use RMB converted from the cash
provided by our offshore financing activities to fund the establishment
of new entities in China by our PRC subsidiaries, to invest in or acquire
any other PRC companies through our PRC subsidiaries.

In light of the various requirements imposed by PRC regulations on loans to
and direct investment in PRC entities by offshore holding companies, we
cannot assure you that we will be able to complete the necessary government
registrations or obtain the necessary government approvals on a timely basis,
if at all, with respect to future loans to our PRC subsidiaries or future
capital contributions by us to our PRC subsidiaries. If we fail to complete
such registrations or obtain such approvals, our ability to use the proceeds
we expect to receive from our initial public offering to capitalize or
otherwise fund our PRC operations may be negatively affected, which
could materially and adversely affect our liquidity and our ability to fund
and expand our business.

The PRC government may impose restrictions on our ability to transfer cash
out of China and to U.S. investors.

The PRC government imposes controls on the convertibility of Renminbi into
foreign currencies and, in certain cases, the remittance of currency out of
China. To the extent that our income is received in Renminbi, shortages in
foreign currencies may restrict our ability to pay dividends or other
payments, or otherwise satisfy our foreign currency denominated
obligations, if any. Under existing PRC foreign exchange regulations,
payments of current account items, including profit distributions,
interest payments and expenditures from trade related transactions,
can be made in foreign currencies without prior approval from the State
Administration of Foreign Exchange, or SAFE, as long as certain procedural
requirements are met.
Approval from appropriate government authorities is required if Renminbi
is converted into foreign currency and remitted out of China to pay capital
expenses such as the repayment of loans denominated in foreign currencies.
The PRC government may, at its discretion, impose restrictions on access to
foreign currencies for current account transactions.
To address persistent capital outflows and the RMB s depreciation against
the U.S. dollar in the fourth quarter of 2016, the People s Bank of China and
the SAFE implemented a series of capital control measures in the subsequent
months, including stricter vetting procedures for China based companies to
remit foreign currency for overseas acquisitions, dividend payments and
shareholder loan repayments. The PRC government may continue to
strengthen its capital controls and our PRC subsidiaries dividends and
other distributions may be subject to tightened scrutiny in the future.
The PRC government also imposescontrols on the conversion of RMB
into foreign currencies and the remittance of currencies out of the PRC.
Therefore, we may experience difficulties in completing the administrative
procedures necessary to obtain and remit foreign currency for the payment
of dividends from our profits, if any,Furthermore, there can be no assurance
that the PRC government will not intervene or impose restrictions on our
ability to transfer or distribute cash within our organization or to foreign
investors, which could result in an inability or prohibition on making
transfers or distributions outside of China or Hong Kong and adversely
affect our business as well as your investment.

As of the date of this prospectus, we are not aware of other material
restrictions and limitations on our ability to distribute earnings from our
businesses, including our subsidiaries, to the parent company and U.S.
investors or our ability to settle amounts owed, or on foreign exchange
or our ability to transfer cash between entities within our group, across
borders, or to U.S. investors.

To the extent cash or assets of our business, or of our PRC or Hong Kong
subsidiaries, is in the PRC or Hong Kong, such cash or assets may not be
available to fund operations or for other use outside of the PRC or Hong
Kong, due to interventions in or the imposition of restrictions and
limitations by the PRC government to the transfer of cash or assets.
The transfer of funds and assets among ZHZ, its Hong Kong and PRC
subsidiaries is subject to restrictions. The PRC government
imposes controls on the conversion of the RMB into foreign currencies
and the remittance of currencies out of the PRC. In addition, the PRC
Enterprise Income Tax Law and its implementation rules provide that a
withholding tax at a rate of 10% will be applicable to dividends payable
by Chinese companies to non PRC resident enterprises, unless reduced
under treaties or arrangements between the PRC central government
and the governments of other countries or regions where the non PRC
resident enterprises are tax resident.

As of the date of this prospectus, there are no restrictions or limitations
imposed by the Hong Kong government on the transfer of capital within,
into and out of Hong Kong including funds from Hong Kong to the PRC,
except for the transfer of funds involving money laundering and criminal
activities. However, there is no guarantee that the Hong Kong government
will not promulgate new laws or regulations that may impose such
restrictions in the future.

As a result of the above, to the extent cash or assets of our business, or
of our PRC or Hong Kong subsidiaries, is in the PRC or Hong Kong, such
funds or assets may not be available to fund operations or for other use
outside of the PRC or Hong Kong, due to interventions in or the imposition
of restrictions and limitations by the PRC government to the transfer of
cash or assets.

PRC laws and regulations governing our current business operations are
sometimes vague and uncertain and any changes in such laws and
regulations may impair our ability to operate profitably.

There are substantial uncertainties regarding the interpretation and
application of PRC laws and regulations including, but not limited to,
the laws and regulations governing our business and the enforcement
and performance of our arrangements with customers in certain
circumstances. The laws and regulations are sometimes vague and
may be subject to future changes, and their official interpretation and
enforcement may involve substantial uncertainty. The effectiveness
and interpretation of newly enacted laws or regulations, including
amendments to existing laws and regulations, may be delayed, and
our business may be affected if we rely on laws and regulations which
are subsequently adopted or interpreted in a manner different from
our understanding of these laws and regulations. New laws and
regulations that affect existing and proposed future businesses
may also be applied retroactively. We cannot predict what effect
the interpretation of existing or new PRC laws or regulations may
have on our business.

Substantial uncertainties exist with respect to the enactment timetable
and final content of draft China Foreign Investment Law and how it
may impact the viability of our current corporate structure, corporate
governance and business operations.

The MOFCOM published a discussion draft of the proposed Foreign
Investment Law in January 2015 the Draft FIL. The Draft FIL embodies
an expected Chinese regulatory trend to rationalize its foreign
investment regulatory regime in line with prevailing international
practice and the legislative efforts to unify the corporate legal
requirements for both foreign and domestic investments.

Among other things, the Draft FIL expands the definition of foreign
investment and introduces the principle of actual control in
determining whether a company is considered a foreign invested
enterprise FIE . The Draft FIL specifically provides that entities
established in China but controlled by foreign investors will be
treated as FIEs, whereas an entity set up in a foreign jurisdiction
would nonetheless be, upon market entry clearance, treated as
a Chinese domestic investor provided that the entity is controlled
by Chinese entities and citizens. Once an entity is determined to
be an FIE, it will be subject to the foreign investment restrictions
or prohibitions set forth in a Negative List to be separately issued
by the State Council later. Unless the underlying business of the
FIE falls within the Negative List, which calls for market entry
clearance, prior approval from the government authorities as
mandated by the existing foreign investment legal regime would
no longer be required for establishment of the FIE.

On December 27, 2021, the NDRC and MOFCOM, jointly issued
the Special Administrative Measures for Entry of Foreign Investment
Negative List 2021 Version, or the Negative List, which became
effective and replaced the previous version on January 1, 2022.
Pursuant to the Negative List, if a PRC company, which engages
in any business where foreign investment is prohibited under the
Negative List, or prohibited businesses, seeks an overseas offering
or listing, it must obtain the approval from competent governmental
authorities. Based on a set of QA published on the NDRC s official
website, a NDRC official indicated that after a PRC company submits
its application for overseas listing to the CSRC and where matters
relating to prohibited businesses under the Negative List are implicated,
the CSRC will consult the regulatory authorities having jurisdiction over
the relevant industries and fields.

Because the Overseas Listing Rules are currently in draft form and
given the novelty of the Negative List, there remain substantial
uncertainties as to whether and what requirements, including filing
requirements, will be imposed on a PRC company with respect
to its listing and offerings overseas as well as with the interpretation
and implementation of existing and future regulations in this regard.
For example, it is unclear as to whether the approval requirement under
the Negative List will apply to follow on offerings by PRC companies
engaged in prohibited businesses and whose offshore holding company
is listed overseas. If such approval is in fact required and given the NDRC
is indication of CSRC s involvement in the approval process, there is also
a lack of clarity on the application procedure, requirement and timeline
which may not be resolved until the Overseas Listing Rules, which provide
for the filing procedures of the overseas offering and listing of a PRC
company with the CSRC, is enacted. If the Overseas Listing Rules are
enacted in the current form before the completion of this offering, we
will be required to make a filing with the CSRC in connection with this
offering within three business days after its completion. If the approval
requirement under the Negative List applies to follow on offerings by
PRC companies whose offshore holding company is listed overseas,
we may be required to obtain an approval for this offering or we may
be required to relinquish our licenses pertaining to prohibited businesses.
If we relinquish or are required to relinquish these licenses, while we
do not expect our business operation to be materially adversely affected,
we are uncertain whether or when the relevant procedures will be
completed.

There are uncertainties under the PRC laws relating to the procedures
for U.S. regulators to investigate and collect evidence from companies
located in the PRC.

According to Article 177 of the newly amended PRC Securities Law
which became effective in March 2020 the Article 177 , the securities
regulatory authority of the PRC State Council may collaborate with
securities regulatory authorities of other countries or regions in order
to monitor and oversee cross border securities activities. Article 177
further provides that overseas securities regulatory authorities are not
allowed to carry out investigation and evidence collection directly
within the territory of the PRC, and that any Chinese entities and
individuals are not allowed to provide documents or materials related
to securities business activities to overseas agencies without prior
consent of the securities regulatory authority of the PRC State Council
and the competent departments of the PRC State Council.

Our principal business operation is conducted in the PRC. In the event
that the U.S. regulators carry out investigation on us and there is a need
to conduct investigation or collect evidence within the territory of the PRC,
the U.S. regulators may not be able to carry out such investigation or
evidence collection directly in the PRC under the PRC laws. The U.S.
regulators may consider cross border cooperation with securities regulatory
authority of the PRC by way of judicial assistance, diplomatic channels or
regulatory cooperation mechanism established with the securities
regulatory authority of the PRC.

We rely on dividends, loans and other distributions on equity paid by
our PRC subsidiaries to fund any cash and financing requirements we
may have. Any limitation on the ability of our PRC subsidiaries to make
loans or payments to us could have a material adverse effect on our
ability to conduct our business.

We are a holding company and rely on dividends, loans and other
distributions on equity paid by our PRC subsidiaries for our cash and
financing requirements, including the funds necessary to pay dividends
and other cash distributions to our shareholders and service any debt
or pay any expense we may incur. In the event that our PRC subsidiaries
incur debt on their own behalf in the future, the instruments governing
the debt may restrict their ability to pay dividends or make other
distributions to us. In addition, the PRC tax authorities may require our
PRC subsidiaries to adjust their taxable income in a manner that would
materially and adversely affect their ability to pay dividends and other
distributions to us.

Under PRC laws and regulations, our PRC subsidiaries, as wholly foreign
owned enterprises in China, may pay dividends only out of their respective
accumulated after tax profits as determined in accordance with PRC
accounting standards and regulations.
In addition, a wholly foreign owned enterprise is required to set aside
at least 10% of its accumulated after tax profits each year, if any, to fund
certain statutory reserve funds until the aggregate amount of such funds
reaches 50% of its registered capital. At its discretion, a wholly foreign
owned enterprise may allocate a portion of its after tax profits based
on PRC accounting standards to staff welfare and bonus funds. These
reserve funds and staff welfare and bonus funds are not distributable
as cash dividends

Under existing PRC foreign exchange regulations, payment of current
account items, such as profit distributions and trade and service related
foreign exchange transactions, can be made in foreign currencies
without prior approval from the State Administration of Foreign Exchange,
or the SAFE, by complying with certain procedural requirements. Therefore,
our PRC subsidiaries are able to pay dividends in foreign currencies to us
without prior approval from SAFE, subject to the condition that the
remittance of such dividends outside of the PRC complies with certain
procedures under PRC foreign exchange regulations, such as the overseas
investment registrations by our shareholders or the ultimate shareholders
of our corporate shareholders who are PRC residents. Approval from, or
registration with, appropriate government authorities is, however, required
where the RMB is to be converted into foreign currency and remitted out
of China to pay capital expenses such as the repayment of loans denominated
in foreign currencies. The PRC government may also at its discretion restrict
access in the future to foreign currencies for current account transactions.
Current PRC regulations permit our PRC subsidiaries to pay dividends to the
Company only out of their accumulated profits, if any, determined in
accordance with Chinese accounting standards and regulations. In response
to the persistent capital outflow and the Renminbi s depreciation against the
U.S. dollar in the fourth quarter of 2016, the People s Bank of China and the
State Administration of Foreign Exchange, or SAFE, have implemented a
series of capital control measures, including stricter vetting procedures for
China based companies to remit foreign currency for overseas acquisitions,
dividend payments, and shareholder loan repayments. The PRC government
may continue to strengthen its capital controls, and our PRC subsidiaries
dividends and other distributions may be subjected to tighter scrutiny in
the future. Any limitation on the ability of our PRC subsidiaries to pay
dividends or make other distributions to us could materially and adversely
limit our ability to grow, make investments or acquisitions that
could be beneficial to our business, pay dividends, or otherwise fund and
conduct our business.

Fluctuations in exchange rates could have a material adverse effect on
our results of operations and the price of our ordinary shares.

Substantially, our revenues and expenditures are denominated in RMB,
whereas our reporting currency is the U.S. dollar. As a result, fluctuations
in the exchange rate between the U.S. dollar and RMB will affect the
relative purchasing power in RMB terms of our U.S. dollar assets and
the proceeds from our initial public offering. Our reporting currency
is the U.S. dollar, while the functional currency for our PRC subsidiaries
is RMB. Gains and losses from the re measurement of assets and liabilities
receivable or payable in RMB are included in our consolidated statements
of operations. The re measurement has caused the U.S. dollar value of
our results of operations to vary with exchange rate fluctuations, and
the U.S. dollar value of our results of operations will continue to vary
with exchange rate fluctuations. A fluctuation in the value of RMB
relative to the U.S. dollar could reduce our profits from operations
and the translated value of our net assets when reported in U.S.
dollars in our financial statements. This change in value could negatively
impact our business, financial condition, or results of operations as
reported in U.S. dollars. In the event that we decide to convert our RMB
into U.S. dollars to make payments for dividends on our ordinary shares
or for other business purposes, appreciation of the U.S. dollar against
the RMB will harm the U.S. dollar amount available to us. In addition,
fluctuations in currencies relative to the periods in which the earnings
are generated may make it more difficult to perform period to period
comparisons of our reported results of operations.

The value of the RMB against the U.S. dollar and other currencies is
affected by, among other things, changes in China s political
and economic conditions and China s foreign exchange policies. On
July 21, 2005, the PRC government changed its decades old
policy of pegging the value of the RMB to the U.S. dollar, and the RMB
appreciated more than 20% against the U.S. dollar over
the following three years. However, the PBOC regularly intervenes in
the foreign exchange market to limit fluctuations in RMB
exchange rates and achieve policy goals. Between July 2008 and June
2010, the exchange rate between the RMB and the U.S.
dollar had been stable and traded within a narrow range. Since June
2010, the RMB has fluctuated against the U.S. dollar, at times
significantly and unpredictably. Since October 1, 2016, Renminbi has
joined the International Monetary Fund IMF s basket of
currencies that make up the Special Drawing Right SDR and the U.S.
dollar, the Euro, the Japanese yen, and the British pound.
In the fourth quarter of 2016, the RMB has depreciated significantly
in the backdrop of a surging U.S. dollar and persistent capital
outflows of China. With the development of the foreign exchange
market and progress towards interest rate liberalization and
Renminbi internationalization, the PRC government may announce
further changes to the exchange rate system. We cannot assure
you that the Renminbi will not appreciate or depreciate significantly
in value against the U.S. dollar in the future. It is difficult to
predict how market forces or PRC or U.S. government policy may
impact the exchange rate between the Renminbi and the U.S.
dollar in the future.

There remains significant international pressure on the PRC
government to adopt a flexible currency policy. Any significant
appreciation or depreciation of the RMB may materially and
adversely affect our revenues, earnings and financial position, and
the value of, and any dividends payable on, our ordinary shares in
U.S. dollars. For example, to the extent that we need to convert
U.S. dollars we receive from our initial public offering into RMB to
pay our operating expenses, appreciation of the RMB against
the U.S. dollar would adversely affect the RMB amount we would
receive from the conversion. Conversely, a significant
depreciation of the RMB against the U.S. dollar may significantly
reduce the U.S. dollar equivalent of our earnings, which in turn
could adversely affect the price of our ordinary shares.

Very limited hedging options are available in China to reduce our
exposure to exchange rate fluctuations. To date, we have not
entered into any hedging transactions to reduce our exposure to
foreign currency exchange risk. While we may decide to enter into
hedging transactions in the future, the availability and effectiveness
of these hedges may be limited. We may not be able to hedge
our exposure adequately. In addition, our currency exchange losses
may be magnified by PRC exchange control regulations that
restrict our ability to convert RMB into foreign currency. As a result,
fluctuations in exchange rates may have a material adverse
effect on the price of our ordinary shares.

PRC regulation of loans to, and direct investments in, PRC entities
by offshore holding companies may delay or prevent us
from making loans or additional capital contributions to our PRC
operating subsidiaries and thereby prevent us from funding our
business.

As an offshore holding company with PRC subsidiaries, we may
transfer funds to our PRC subsidiaries by means of loans or
capital contributions. Any loans to these PRC subsidiaries, which
are foreign invested enterprises, cannot exceed statutory limits
based on the difference between the amount of our investments
and registered capital in such subsidiaries, and shall be registered
with SAFE, or its local counterparts. Furthermore, any capital
increase contributions we make to our PRC subsidiaries, which
are foreign invested enterprises, shall be approved by MOFCOM,
or its local counterparts. We may not be able to obtain these
government registrations or approvals on a timely basis, if at all.
If we fail to receive such registrations or approvals, our ability to
provide loans or capital to increase contributions to our PRC
subsidiaries may be negatively affected, which could adversely
affect their liquidity and our ability to fund and expand their business.
PRC regulations relating to the establishment of offshore special
purpose vehicles by PRC residents may subject our PRC resident
beneficial owners or our PRC subsidiaries to liability or penalties,
limit our ability to make capital contributions into our PRC subsidiaries,
limit our PRC subsidiaries ability to distribute profits to us, or
otherwise adversely affect our financial position.

Under several regulations promulgated by SAFE, PRC residents and
PRC corporate entities are required to register with and obtain
approval from local branches of SAFE or designated qualified foreign
exchange banks in mainland China in connection with their direct or
indirect offshore investment activities. In addition, any PRC resident
who is a direct or indirect shareholder of an offshore company is
required to update the previously filed registration with the local
branch of SAFE, with respect to any material change involving that
offshore company, such as an increase or decrease in capital, transfer
or swap of shares, merger or division. These regulations apply to all
direct and indirect shareholders and beneficial owners of our company
who are PRC residents, or PRC Resident Shareholders, and may apply
to any offshore acquisitions that we make in the future. To the best of
our knowledge, as of the date of this prospectus, each of our principal
shareholders who is required to make the foreign exchange registration
under SAFE Circular 37 had completed such registration. However, we
may not at all times be fully aware or informed of the identities of all
the PRC residents holding direct or indirect interests in our company,
and we cannot assure you that all of our shareholders and beneficial
owners who are PRC residents will comply with these foreign exchange
regulations.

If any PRC Resident Shareholder fails to make the required registration
or update a previously filed registration, our PRC subsidiaries may be
prohibited from distributing their profits and proceeds from any
reduction in capital, share transfer or liquidation to us, and we may
also be prohibited from injecting additional capital into our PRC
subsidiaries. Moreover, failure to comply with the various foreign
exchange registration requirements described above could result
in liability on the related PRC Resident shareholder or our PRC
subsidiaries under the PRC laws for evasion of applicable foreign
exchange restrictions.

Governmental control of currency conversion may limit our ability
to utilize our net revenues effectively and affect the value of your
investment.

The PRC government imposes controls on the convertibility of the
RMB into foreign currencies and, in certain cases, the remittance of
currency out of China. We receive substantially all of our net revenues
in RMB. Under our current corporate structure, our company in the
United States of America may rely on dividend payments from our PRC
subsidiaries to fund any cash and financing requirements we may have.
Under existing PRC foreign exchange regulations, payments of current
account items, such as profit distributions and trade and service related
foreign exchange transactions, can be made in foreign currencies without
prior approval from SAFE by complying with certain procedural requirements.
Therefore, our PRC subsidiaries are able to pay dividends in foreign
currencies to us without prior approval from SAFE, subject to the condition
that the remittance of such dividends outside of the PRC complies with
certain procedures under PRC foreign exchange regulation, such as the
overseas investment registrations by the beneficial owners of our company
who are PRC residents. But approval from or registration with appropriate
government authorities is required where RMB is converted into foreign
currency and remitted out of China to pay capital expenses such as the
repayment of loans denominated in foreign currencies.

In light of China s flood of capital outflows in 2016 due to the weakening
RMB, the PRC government has imposed more restrictive foreign exchange
policies and stepped up scrutiny of major outbound capital movements.
More restrictions and a substantial vetting process are put in place by
SAFE to regulate cross border transactions falling under the capital
account. The PRC government may also, at its discretion, restrict access
in the future to foreign currencies for current account transactions. In
the event that the foreign exchange control system prevents us from
obtaining sufficient foreign currencies to satisfy our foreign currency
demands, we may not be able to pay dividends in foreign currencies
to our shareholders.

We must remit the offering proceeds to PRC before they may be used
to benefit our business in the PRC, and this process may take several
months.

The proceeds of this offering must be sent back to the PRC, and the
process for sending such proceeds back to the PRC may take several
months after the closing of this offering. We may be unable to use
these proceeds to grow our business until we receive such proceeds
in the PRC. To remit the offering proceeds to the PRC, we will take
the following actions,

First, we will open a special foreign exchange account for capital
account transactions. To open this account, we must submit to
State Administration for Foreign Exchange SAFE certain application
forms, identity documents, transaction documents, a form of foreign
exchange registration of overseas investments by domestic residents,
and foreign exchange registration certificate of the invested company.
Second, we will remit the offering proceeds into this special foreign
exchange account.Third, we will apply for settlement of the foreign
exchange. To do so, we must submit to SAFE certain application forms,
identity documents, payment order to a designated person, and a tax
certificate.

The timing of the process is difficult to estimate because the efficiencies
of different SAFE branches can vary materially. Ordinarily, the process
takes several months to complete but is required by law to be
accomplished within 180 days of application. Until the abovementioned
approvals, the proceeds of this offering will be maintained in an interest
bearing account maintained by us in the United States.

Some of our shareholders are not in compliance with the PRC s regulations
relating to offshore investment activities by PRC residents, and as a result,
the shareholders may be subject to penalties if we are not able to remediate
the non compliance.

In July 2014, the State Administration of Foreign Exchange promulgated
the Circular on Issues Concerning Foreign Exchange Administration over
the Overseas Investment and Financing and Roundtrip Investment by
Domestic Residents via Special Purpose Vehicles, or Circular 37.
According to Circular 37, prior registration with the local SAFE branch
is required for Chinese residents to contribute domestic assets or interests
to offshore companies, known as SPVs. Circular 37 further requires
amendment to a PRC resident s registration in the event of any significant
changes with respect to the SPV, such as an increase or decrease in the
capital contributed by PRC individuals, share transfer or exchange, merger,
division, or other material event. Further, foreign investment enterprises
established by way of round tripping shall complete the relevant foreign
exchange registration formalities pursuant to the prevailing foreign
exchange control provisions for direct investments by foreign investors,
and disclose the relevant information such as actual controlling party
of the shareholders truthfully.

Currently, some of our shareholders have completed Circular 37
Registration and are in compliance. Some of our beneficial
owners, who are PRC residents, have not completed the Circular
37 Registration. All our significant shareholders, directors and
officers have completed Circular 37 Registration. We have asked
our shareholders who are Chinese residents to make the
necessary applications and filings as required by Circular 37. We
attempt to comply, and attempt to ensure that our shareholders
who are subject to these rules comply, with the relevant requirements.
We cannot, however, provide any assurances that all of our and future
shareholders who are Chinese residents will comply with our request to
make or obtain any applicable registration or comply with other
requirements required by Circular 37 or other related rules. The Chinese
resident shareholders failure to comply with Circular 37 registration may
result in restrictions being imposed on part of foreign exchange activities
of the offshore special purpose vehicles, including restrictions on its
ability to receive registered capital as well as additional capital from
Chinese resident shareholders who fail to complete Circular 37
registration, and repatriation of profits and dividends derived from
special purpose vehicles to China, by the Chinese resident shareholders
who fail to complete Circular 37 registration, are also illegal. In addition,
the failure of the Chinese resident shareholders to complete Circular 37
registration may subject each of the shareholders to fines less than
RMB50,000. We cannot assure you that each of our Chinese resident
shareholders will in the future complete the registration process as
required by Circular 37.

Failure to make adequate contributions to various employee benefit
plans required by PRC regulations may subject us to penalties.

We are required under PRC laws and regulations to participate in
various government sponsored employee benefit plans, including
certain social insurance, housing funds, and other welfare oriented
payment obligations, and contribute to the plans in amounts equal
to certain percentages of salaries, including bonuses and allowances,
of our employees up to a maximum amount specified by the local
government from time to time at locations where we operate our
businesses. The requirement of employee benefit plans has not been
implemented consistently by the local governments in China, given
the different levels of economic development in different locations.
In the event that the local governments deem our contribution to
be not sufficient, we may be subject to late contribution fees or
fines in relation to any underpaid employee benefits, and our
financial condition and results of operations may be adversely affected.

According to the Interim Regulations on the Collection and
Payment of Social Insurance Premiums, the Regulations on Work
Injury Insurance, the Regulations on Unemployment Insurance
and the Trial Measures on Employee Maternity Insurance of
Enterprises, enterprises in the PRC shall provide benefit plans for
their employees, which include basic pension insurance,
unemployment insurance, maternity insurance, work injury insurance
and basic medical insurance. An enterprise must provide
social insurance by making social insurance registration with local
social insurance agencies, and shall pay or withhold relevant
social insurance premiums for and on behalf of employees. The
Law on Social Insurance of the PRC, which was promulgated by
the SCNPC on October 28, 2010, became effective on July 1, 2011,
and was most recently updated on December 29, 2018, has
consolidated pertinent provisions for basic pension insurance,
unemployment insurance, maternity insurance, work injury
insurance and basic medical insurance, and has elaborated in
detail the legal obligations and liabilities of employers who do not
comply with laws and regulations on social insurance.

According to the Regulations on the Administration of Housing
Provident Fund, which was promulgated by the State Counsel and
became effective on April 3, 1999, and was amended on March 24,
2002 and was partially revised on March 24, 2019 by the Decision
of the State Council on Revising Some Administrative Regulations
Decree No. 710 of the State Council, housing provident fund
contributions by an individual employee and housing provident
fund contributions by his or her employer shall belong to the
individual employee. Registration by PRC companies with the
applicable housing provident fund management center is
compulsory, and a special housing provident fund account for
each of the employees shall be opened at an entrusted bank.

The government supervision of social insurance policy has not
been implemented consistently by the local governments in China
given the different levels of economic development in different
locations. According to the Social Insurance Law of the People
Republic of China, we may be ordered to pay the outstanding
social insurance contributions within a prescribed deadline and
liable for a late payment fee equal to 0.05% of the outstanding
amount for each day of delay, in addition to a fine a fine ranging
from RMB 10,000 to RMB 50,000. Furthermore, we may be liable
for a fine of one to three times the amount of the outstanding
contributions, provided that we still fail to pay the outstanding
social insurance contributions within the prescribed deadline.
In addition, according to the Regulations on the Administration
of Housing Provident Fund, we may be ordered by the Housing
Accumulation Fund Management Center to deposit the
outstanding funds within a time limit. If we fail to deposit such
amounts within the time limit, the Center may petition a people
court to enforce the payment. Additionally, the standard for fine
imposition has become highly discretional for the local government
to decide whether to enforce compliance with the employee
social fund regulations, if at all. As of the date of the prospectus,
given that i the requirement of social insurance and housing
fund has not been implemented consistently by the local governments
in China given the different levels of economic development in
different locations, pursuant to the Emergency Notice on Practicing
Principles of the State Council Executive Meeting and Stabilizing Work
on Collecting Social Insurance Premiums promulgated by the Ministry
of Human Resources and Social Security on September 21, 2018, local
authorities are prohibited from recovering unpaid social insurance
premiums from enterprises, i as of the date of this Prospectus, the
Company had not received any notice or order from the relevant
government authorities requesting us to pay the social insurance
premiums or housing funds in full, iv as of the date of this Prospectus,
the Company had not received any complaint or report on outstanding
social insurance premiums or housing funds, nor had them had any
labor dispute or lawsuit with their employees on payments of social
insurance premiums or housing provident fund, and the Company
had not been subject to any administrative penalties, the Company
has not made any provisions in connection with the shortfall of its
social insurance contribution and housing provident funds for the
year ended December 31, 2021. Furthermore, as of the date of the
prospectus, we are not aware of any action, claim, investigation or
penalties being conducted or threatened by any government authorities.
However, if we are fined or otherwise penalized by government authorities
due to our failure to adequately pay social insurance and housing
provident fund contributions for our employees, our financial
condition may be negatively impacted.

The MA Rules and certain other PRC regulations establish complex
procedures for some acquisitions of Chinese companies by foreign
investors, making it more difficult for us to pursue growth through
acquisitions in China.

The Regulations on Mergers and Acquisitions of Domestic Companies
by Foreign Investors, or the MA Rules, adopted by six PRC regulatory
agencies in August 2006 and amended in 2009, and some other
regulations and rules concerning mergers and acquisitions established
additional procedures and requirements that could make merger and
acquisition activities by foreign investors more time consuming and
complex, including requirements in some instances that the MOC be
notified in advance of any change of control transaction in which a
foreign investor takes control of a PRC domestic enterprise. Moreover,
the Anti Monopoly Law requires that the MOC shall be notified in
advance of any concentration of undertaking if certain thresholds
are triggered. In addition, the security review rules issued by the
MOC that became effective in September 2011 specify that mergers
and acquisitions by foreign investors that raise nationaldefense and
security concerns and mergers and acquisitions through which foreign
investors may acquire de facto control over domestic enterprises that
raise national security concerns are subject to strict review by the
MOC, and the rules prohibit any activities attempting to bypass a
security review, including by structuring the transaction through a
proxy or contractual control arrangement. In the future, we may
grow our business by acquiring complementary businesses. Complying
with the requirements of the above mentioned regulations and other
relevant rules to complete such transactions could be time consuming,
and any required approval processes, including obtaining approval from
the MOC or its local counterparts, may delay or inhibit our ability to
complete such transactions, which could affect our ability to expand
our business or maintain our market share.

PRC regulations relating to offshore investment activities by PRC residents
may limit our PRC subsidiaries ability to increase their registered capital
or distribute profits to us or otherwise expose us or our PRC resident
beneficial owners to liability and penalties under PRC law.

SAFE promulgated the Circular on Relevant Issues Relating to Domestic
Resident s Investment and Financing and Roundtrip Investment through
Special Purpose Vehicles, or SAFE Circular 37, in July 2014 that requires
PRC residents or entities to register with SAFE or its local branch in
connection with their establishment or control of an offshore entity
established for overseas investment or financing. In addition, such
PRC residents or entities must update their SAFE registrations when
the offshore special purpose vehicle undergoes material events
relating to any change of basic information including change of
such PRC citizens or residents, name and operation term, increases
or decreases in investment amount, transfers or exchanges of shares,
or mergers or divisions. SAFE Circular 37 is issued to replace the Notice
on Relevant Issues Concerning Foreign Exchange Administration for
PRC Residents Engaging in Financing and Roundtrip Investments via
Overseas Special Purpose. Vehicles, or SAFE Circular 75. SAFE promulgated
the Notice on Further Simplifying and Improving the Administration of the
Foreign Exchange Concerning Direct Investment in February 2015, which
took effect on June 1, 2015. This notice has amended SAFE Circular
37 requiring PRC residents or entities to register with qualified banks
rather than SAFE or its local branch in connection with their
establishment or control of an offshore entity established for overseas
investment or financing.

In the event that our shareholders who are PRC residents or entities
do not complete their registration as required, our PRC
subsidiaries may be prohibited from distributing their profits and
proceeds from any reduction in capital, share transfer or
liquidation to us. We may be restricted in our ability to contribute
additional capital to our PRC subsidiaries. Moreover, failure to
comply with the SAFE registration described above could result in
liability under PRC laws for evasion of applicable foreign
exchange restrictions.

However, we may not be informed of the identities of all the PRC
residents or entities holding a direct or indirect interest in our
company, nor can we compel our beneficial owners to comply with
SAFE registration requirements. As a result, we cannot assure
you that all of our shareholders or beneficial owners who are PRC
residents or entities have complied with and will in the future
make or obtain any applicable registrations or approvals required
by SAFE regulations. Failure by such shareholders or beneficial
owners to comply with SAFE regulations, or failure by us to amend
the foreign exchange registrations of our PRC subsidiaries,
could subject us to fines or legal sanctions, restrict our overseas or
cross border investment activities, limit our PRC subsidiaries
ability to make distributions or pay dividends to us or affect our
ownership structure, which could adversely affect our business
and prospects.

If we are classified as a PRC resident enterprise for PRC income tax
purposes, such classification could result in unfavorable tax
consequences to us and our non PRC shareholders.

Under the PRC Enterprise Income Tax Law and its implementation
rules, an enterprise established outside of the PRC with defacto
management body within the PRC is considered a resident enterprise
and will be subject to the enterprise income tax on its global income
rate of 25%. The implementation rules define the term de facto
management body as the body that exercises full and substantial
control over and overall management of an enterprise s business,
productions, personnel, accounts, and properties. In April 2009,
the State Administration of Taxation issued a circular, known as
Circular 82, which provides certain specific criteria for determining
whether the de facto management body of a PRC controlled
enterprise incorporated offshore is located in China. Although
this circular only applies to offshore enterprises controlled by
PRC enterprises or PRC enterprise groups, not those controlled
by PRC individuals or foreigners like us, the criteria set forth in
the circular may reflect the State Administration of Taxation
general position on how the de facto management body test
should be applied in determining the tax resident status of all
offshore enterprises. According to Circular 82, an offshore
incorporated enterprise controlled by a PRC enterprise or a
PRC enterprise group will be regarded as a PRC tax resident by
virtue of having its de facto management body in China and
will be subject to PRC enterprise income tax on its global income
only if all of the following conditions are met, i the primary
location of the day to day operational management is in the PRC,
decisions relating to the enterprise s financial and human
resource matters are made or are subject to approval by organizations
or personnel in the PRC, i the enterprise s primary assets, accounting
books and records, company seals, and board and shareholder resolutions,
are located or maintained in the PRC, and at least 50% of voting board
members or senior executives habitually reside in the PRC.

We believe none of our entities outside of China is a PRC resident
enterprise for PRC tax purposes. See Taxation People Republic
of China Enterprise Taxation on page 129. However, the tax
resident status of an enterprise is subject to determination
by the PRC tax authorities, and uncertainties remain with respect
to the interpretation of the term de facto management body. As
substantially all of our management members are based in China,
it remains unclear how the tax residency rule will apply to our
case. In the event that the PRC tax authorities determine that Erayak
or any of our subsidiaries outside of China is a PRC resident
enterprise for PRC enterprise income tax purposes, Erayak or such
subsidiary could be subject to PRC tax at a rate of 25% on its
worldwide income, which could materially reduce our net income.
In addition, we will also be subject to PRC enterprise income
tax reporting obligations.

Furthermore, if the PRC tax authorities determine that we are a
PRC resident enterprise for enterprise income tax purposes, gains
realized on the sale or other disposition of our ordinary shares may
be subject to PRC tax, at a rate of 10% in the case of non PRC
enterprises or 20% in the case of non PRC individuals in each case,
subject to the provisions of any applicable tax treaty, if such gains
are deemed to be from PRC sources. It is unclear whether non PRC
shareholders of our company would be able to claim the benefits
of any tax treaties between their country of tax residence and the
PRC if we are treated as a PRC resident enterprise. Any such tax
may reduce the returns on the investment in our ordinary shares.
Enhanced scrutiny over acquisition transactions by the PRC tax
authorities may have a negative impact on potential acquisitions
we may pursue in the future.

The PRC tax authorities have enhanced their scrutiny over the
direct or indirect transfer of certain taxable assets, including, in
particular, equity interests in a PRC resident enterprise, by a non
resident enterprise by promulgating and implementing Notice of
the Ministry of Finance and the State Administration of Taxation
on Several Issues Concerning the Enterprise Income Tax Treatment
on Enterprise Reorganization Circular 59 and Announcement No. 7
2015of the State Administration of Taxation Announcement on
Several Issues concerning the Enterprise Income Tax on Income from
the Indirect Transfer of Assets by Non Resident Enterprises Circular 7
which became effective in February 2015. Under Circular 7, where a
non resident enterprise conducts an indirect transfer by transferring
the equity interests of a PRC resident enterprise indirectly by disposing
of the equity interests of an overseas holding company, the non resident
enterprise, being the transferor, may be subject to PRC enterprise income
tax, if the indirect transfer is considered to be an abusive use of company
structure without reasonable commercial purposes. Circular 7 also provides
that, where a non PRC resident enterprise transfers its equity interests
in a PRC resident enterprise to its related parties at a price lower than
the fair market value, the relevant tax authority has the power to make
a reasonable adjustment to the taxable income of the transaction.

Circular 7 extends its tax jurisdiction to indirect transfers and transactions
involving the transfer of other taxable assets through the offshore transfer
of a foreign intermediate holding company. In addition, Circular 7 provides
clear criteria on how to assess reasonable commercial purposes and has
introduced safe harbors for internal group restructurings and the
purchase and sale of equity through a public securities market.
Circular 7 also brings challenges to both the foreign transferor and
transferee or other person obligated to pay for the transfer of the
taxable assets. Where a non resident enterprise
conducts an indirect transfer by transferring the taxable assets
indirectly by disposing of the equity interests of an overseas holding
company, the non resident enterprise being the transferor, the transferee,
or the PRC entity which directly owned the taxable assets may report to
the relevant tax authority such indirect transfer. Using a substance over
form principle, the PRC tax authority may disregard the existence of
the overseas holding company if it lacked a reasonable commercial
purpose and was established for the purpose of reducing, avoiding,
or deferring PRC tax.

According to the Enterprise Income Tax Law of the People s Republic
of China adopted on March 16, 2007, first amended on February 24,
2017, and second amended on December 29, 2018, if the business
dealings between an enterprise and its affiliated parties do not
conform to the principle of independent transactions and thus
reduce the taxable income or income of the enterprise
or its affiliated parties, the tax authorities have the right to adjust
in accordance with reasonable methods. The cost incurred by an
enterprise and its related parties in developing and accepting
intangible assets or providing and receiving labor services together
shall be apportioned according to the principle of independent
transaction when calculating taxable income.If a resident enterprise
or an enterprise controlled by a resident enterprise and a Chinese
resident and established in a country region whose actual tax
burden is significantly lower than the tax rate level of China
enterprise income tax, does not allocate or reduce its profits
due to reasonable business needs, the portion of the above profits
that should belong to the resident enterprise shall be included
in the current income of the resident enterprise.Interest expenses
incurred when the ratio of creditor s rights investment to equity
investment accepted by an enterprise from its affiliated parties
exceeds the prescribed standard shall not be deducted in the
calculation of taxable income.If an enterprise reduces its taxable
income or income by implementing other arrangements without
reasonable commercial purposes, tax authorities have the right
to adjust them in accordance with reasonable methods.
We face uncertainties on the reporting and consequences
on future private equity financing transactions, share exchange,
or other transactions involving the transfer of shares in our
company by investors that are non PRC resident enterprises.
The PRC tax authorities may pursue such non resident enterprises
with respect to a filing or the transferees with respect to withholding
obligation and request our PRC subsidiaries to assist in the filing.
As a result, non resident enterprises in such transactions may
become at risk of being subject to filing obligations or being taxed
under Circular 59 and Circular 7. They may be required to
expend valuable resources to comply with Circular 59 and Circular 7
or establish that our non resident enterprises should not be
taxed under these circulars, which may have a material adverse
effect on our financial condition and results from operations.
The PRC tax authorities have the discretion under SAT Circular
59 and Circular 7 to make adjustments to the taxable capital gains
based on the difference between the fair value of the taxable assets
transferred and the cost of investment. Although we currently
have no plans to pursue any acquisitions in China or elsewhere
in the world, we may pursue acquisitions in the future that may
involve complex corporate structures. If we are considered a non
resident enterprise under the PRC Enterprise Income Tax Law
and if the PRC tax authorities make adjustments to the taxable
income of the transactions under SAT Circular 59 and Circular 7,
our income tax costs associated with such potential acquisitions
will be increased, which may have an adverse effect on our
financial condition and results of operations.
If we become directly subject to the scrutiny, criticism and negative
publicity involving U.S. listed Chinese companies, we may have to
expend significant resources to investigate and resolve the matter
which could harm our business operations, share price and reputation.
US. public companies that have substantially all of their operations in
China have been the subject of intense scrutiny, criticism,
and negative publicity by investors, financial commentators, and
regulatory agencies, such as the SEC. Much of the scrutiny,
criticism, and negative publicity has centered on financial and
accounting irregularities and mistakes, a lack of effective internal
controls over financial accounting, inadequate corporate governance
policies or a lack of adherence thereto and, in many cases, allegations
of fraud. On December 7, 2018, the SEC and the PCAOB issued a joint
statement highlighting continued challenges
faced by the U.S. regulators in their oversight of financial statement
audits of U.S. listed companies with significant operations in
China. On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman
William D. Duhnke I, along with other senior SEC staff, released a joint
statement highlighting the risks associated with investing in companies
based in or have substantial operations in emerging markets including
China, reiterating past SEC and PCAOB statements on matters including
the difficulty associated with inspecting accounting firms and audit work
papers in China and higher risks of fraud in emerging markets and the
difficulty of bringing and enforcing SEC, Department of Justice and other
U.S, including in instances of fraud, in emerging markets generally.
As a result of this scrutiny, criticism, and negative publicity, the publicly
traded stock of many U.S. listed Chinese companies sharply decreased
in value and, in some cases, has become virtually worthless. Many of
these companies are now subject to shareholder lawsuits and SEC
enforcement actions and are conducting internal and external
investigations into the allegations.
It is not clear what effect this sector wide scrutiny, criticism and negative
publicity will have on us, our business, and our share price. In the event
that we become the subject of any unfavorable allegations, whether
such allegations are proven to be true or untrue, we will have to expend
significant resources to investigate such allegations and defend our company.
This situation will be costly and time consuming and distract our management
from developing our growth. In the event that such allegations are not proven
to be groundless, we and our business operations will be severely affected an
you could sustain a significant decline in the value of our share.
The recent joint statement by the SEC and PCAOB, proposed rule changes
submitted by Nasdaq, and the Holding Foreign
Companies Accountable Act all call for additional and more stringent
criteria to be applied to emerging market companies
upon assessing the qualification of their auditors, especially the non U.S.
auditors who are not inspected by the PCAOB.
These developments could add uncertainties to our offering.
On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William
D. Duhnke I, along with other senior SEC staff, released a joint statement
highlighting the risks associated with investing in companies based in or
have substantial operations in emerging markets including China. The joint
statement emphasized the risks associated with lack of access for the PCAOB
to inspect auditors and audit work papers in China and higher risks of fraud
in emerging markets.
On May 18, 2020, Nasdaq filed three proposals with the SEC to apply
minimum offering size requirement for companies primarily operating
in Restrictive Market , adopt a new requirement relating to the qualification
of management or board of director for Restrictive Market companies, and
apply additional and more stringent criteria to an applicant or listed company
based on the qualifications of the company s auditors.
Uncertainties in the interpretation and enforcement of Chinese laws and
regulations could limit the legal protections available to us.The PRC legal
system is based on written statutes and prior court decisions have limited
value as precedents. Since these laws and regulations are relatively new
and the PRC legal system continues to rapidly evolve, the legal system in
China, including risks and uncertainties regarding the enforcement of laws
and that rules and regulations in China can change quickly with little advance
notice, and the interpretations of many laws, regulations and rules are not
always uniform and enforcement of these laws, regulations and rules involves
uncertainties.
Therefore, these risks may result in a material change in business
operations, significant depreciation of the value of our ordinary
shares, or a complete hinderance of our ability to offer or continue to
offer our securities to investors. Recently, the Chinese
government initiated a series of regulatory actions and statements to
regulate business operations in China with little advance
notice, including cracking down on illegal activities in the securities
market, enhancing supervision over China based companies
listed overseas using a VIE structure, adopting new measures to
extend the scope of cybersecurity reviews, and expanding the
efforts in anti monopoly enforcement. Since these statements and
regulatory actions are new, it is highly uncertain how soon
legislative or administrative regulation making bodies will respond and
what existing or new laws or regulations or detailed
implementations and interpretations will be modified or promulgated,
if any, and the potential impact such modified or new laws and regulations
will have on our daily business operation, the ability to accept foreign
investments and list on an U.S. or other foreign exchange.
Although we have taken measures to comply with the laws and
regulations that are applicable to our business operations,
including the regulatory principles raised by the CBRC, and avoiding
conducting any activities that may be deemed as illegal fund raising,
forming capital pool or providing guarantee to investors under the
current applicable laws and regulations, the PRC government authority
may promulgate new laws and regulations regulating the direct lending
service industry in the future. We cannot assure you that our practices
would not be deemed to violate any PRC laws or regulations relating to
illegal fund raising, forming capital pools or the provision of credit
enhancement services. Moreover, we cannot rule out the possibility
that the PRC government will institute a license requirement covering
our industry at some point in the future. If such a licensing regime were
introduced, we cannot assure you that we would be able to obtain any
newly required license in a timely manner, or at all, which
could materially and adversely affect our business and impede
our ability to continue our operations.From time to time, we may
have to resort to administrative and court proceedings to enforce
our legal rights. However, since PRC administrative and court authorities
have significant discretion in interpreting and implementing statutory
and contractual terms, it may be more difficult to evaluate the outcome
of administrative and court proceedings and the level of legal protection
we enjoy, than in more developed legal systems. Furthermore, the PRC
legal system is based in part on government policies and internal rules
some of which are not published in a timely manner or at all that may
have a retroactive effect. As a result, we may not be aware of our violation
of these policies and rules until sometime after the violation. Such
uncertainties, including uncertainty over the scope and effect of our
contractual, property including intellectual property and procedural rights,
could materially and adversely affect our business and impede our
ability to continue our operations.We may be adversely affected by
the complexity, uncertainties and changes in PRC regulation of internet
related businesses and companies, and any lack of requisite approvals,
licenses or permits applicable to our business may have a material adverse
effect on our business and results of operations.
The PRC government extensively regulates the internet industry, including
foreign ownership of, and the licensing and permit
requirements pertaining to, companies in the internet industry. These
internet related laws and regulations are relatively new and
evolving, and their interpretation and enforcement involve significant
uncertainties. As a result, in certain circumstances it may be difficult to
determine what actions or omissions may be deemed to be in violation
of applicable laws and regulations.The evolving PRC regulatory system
for the internet industry may lead to the establishment of new regulatory
agencies. For example, in May 2011, the State Council announced the
establishment of a new department, the State Internet Information Office
with the involvement of the State Council Information Office, the MITT,
and the Ministry of Public Security. The primary role of this new agency
is to facilitate the policy making and legislative development in this field,
to direct and coordinate with the relevant departments in connection with
online content administration and to deal with cross ministry regulatory
matters in relation to the internet industry.
The Circular on Strengthening the Administration of Foreign Investment
in and Operation of Value added Telecommunications
Business, issued by the MITT in July 2006, prohibits domestic
telecommunication service providers from leasing, transferring or
selling telecommunications business operating licenses to any foreign
investor in any form, or providing any resources, sites or
facilities to any foreign investor for their illegal operation of a
telecommunications business in China. According to this circular,
either the holder of a value added telecommunication services
operation permit or its shareholders must directly own the domain
names and trademarks used by such license holders in their provision
of value added telecommunication services. The circular
also requires each license holder to have the necessary facilities,
including servers, for its approved business operations and to
maintain such facilities in the regions covered by its license. If an
ICP License holder fails to comply with the requirements and
also fails to remedy such non compliance within a specified period
of time, the MITT or its local counterparts have the discretion
to take administrative measures against such license holder, including
revoking its ICP License.The interpretation and application of existing
PRC laws, regulations and policies and possible new laws, regulations
or policies relating to the internet industry have created substantial
uncertainties regarding the legality of existing and future foreign
investments in, and the businesses and activities of, internet businesses
in China, including our business. We cannot assure you that we have
obtained all the permits or licenses required for conducting our business
in China or will be able to maintain our existing licenses or obtain new
ones. If the PRC government considers that we were operating without
the proper approvals, licenses or permits or promulgates new laws and
regulations that require additional approvals or licenses or imposes
additional restrictions on the operation of any part of our business,
it has the power, among other things, to levy fines, confiscate our
income, revoke our business licenses, and require us to discontinue
our relevant business or impose restrictions on the affected portion of
our business. Any of these actions by the PRC government may have
a material adverse effect on our business and results of operations.
Increases in labor costs in the PRC may adversely affect our business
and our profitability.China s economy has experienced increases in labor
costs in recent years. China s overall economy and the average wage in
China are expected to continue to grow. The average wage level for
our employees has also increased in recent years. We expect that
our labor costs, including wages and employee benefits, will continue
to increase. Unless we are able to pass on these increased labor costs
to our customers by increasing prices for our products or services,
our profitability and results of operations may be materially and
adversely affected.
In addition, we have been subject to stricter regulatory requirements
in terms of entering into labor contracts with our employees and paying
various statutory employee benefits, including pensions, housing fund,
medical insurance, work related injury insurance, unemployment insurance,
and maternity insurance to designated government agencies for the benefit
of our employees. Pursuant to the PRC Labor Contract Law, or the Labor
Contract Law, that became effective in January 2008 and its amendments
that became effective in July 2013 and its implementing rules that became
effective in September 2008, employers are subject to stricter requirements
in terms of signing labor contracts, minimum wages, paying remuneration,
determining the term of employees probation, and unilaterally terminating
labor contracts. In the event that we decide to terminate some of our
employees or otherwise change our employment or labor practices, the Labor
Contract Law and its implementation rules may limit our ability to effect
those changes in a desirable or cost effective manner, which could
adversely affect our business and results of operations.
As the interpretation and implementation of labor related laws and
regulations are still evolving, we cannot assure you that our employment
practice does not and will not violate labor related laws and regulations
in China, which may subject us to labor disputes or government investigations.
If we are deemed to have violated relevant labor laws and regulations,
we could be required to provide additional compensation to our employees
and our business, financial condition and results of operations could
be materially and adversely affected.
Risks Related to the Offering and Our Ordinary Shares
The initial public offering price of our Ordinary Shares may not be
indicative of the market price of our Ordinary Shares
after this offering. In addition, an active, liquid and orderly trading
market for our Ordinary Shares may not develop or
be maintained, and our share price may be volatile.
Prior to the completion of this offering, our Ordinary Shares were
not traded on any market. Any active, liquid and orderly trading
market for our Ordinary Shares may not develop or be maintained
after this offering. Active, liquid and orderly trading markets
usually result in less price volatility and more efficiency in carrying
out investors purchase and sale orders. The market price of
our Ordinary Shares could vary significantly as a result of a number
of factors, some of which are beyond our control. In the event
of a drop in the market price of our Ordinary Shares, you could lose
a substantial part or all of your investment in our Ordinary
Shares. The initial public offering price will be determined by us,
based on numerous factors and may not be indicative of the
market price of our Ordinary Shares after this offering. Consequently,
you may not be able to sell our Ordinary Shares at a price equal to
or greater than the price paid by you in this offering.

The following factors could affect our share price,
our operating and financial performance,
quarterly variations in the rate of growth of our financial indicators,
such as net income per share, net income and revenues, the public
reaction to our press releases, our other public announcements and
our filings with the SEC,strategic actions by our competitors, changes
in revenue or earnings estimates, or changes in recommendations or
withdrawal of research coverage, by equity research analysts,speculation
in the press or investment community,the failure of research analysts to
cover our Ordinary Shares,sales of our Ordinary Shares by us or other
shareholders, or the perception that such sales may occur,changes in
accounting principles, policies, guidance, interpretations or standards,
additions or departures of key management personnel,actions by our
shareholders,domestic and international economic, legal and regulatory
factors unrelated to our performance, and the realization of any risks
described under this Risk Factors section.The stock markets in general
have experienced extreme volatility that has often been unrelated to the
operating performance of particular companies. These broad market
fluctuations may adversely affect the trading price of our Ordinary Shares.
Securities class action litigation has often been instituted against companies
following periods of volatility in the overall market and in the market
price of a company s securities. Such litigation, if instituted against us,
could result in very substantial costs, diver our management s attention
and resources and harm our business, operating results and financial
condition.There may not be an active, liquid trading market for our
Ordinary Shares.Prior to the completion of this offering, there has been
no public market for our Ordinary Shares. An active trading market for our
Ordinary Shares may not develop or be sustained following this offering.
You may not be able to sell your shares at the market price, if at all,
if trading in our shares is not active. The initial public offering price was
determined by negotiations between us and our advisors based upon
a number of factors. The initial public offering price may not be
indicative of prices that will prevail in the trading market.
Because we do not expect to pay dividends in the foreseeable future
after this offering, you must rely on a price appreciation of the
Ordinary Shares for a return on your investment.We currently intend
to retain most, if not all, of our available funds and any future earnings
after this offering to fund the development and growth of our business.
As a result, we do not expect to pay any cash dividends in the foreseeable
future.
Therefore, you should not rely on an investment in the Ordinary Shares
as a source for any future dividend income.
A sale or perceived sale of a substantial number of our Ordinary Shares
may cause the price of our Ordinary Shares to decline.
If our shareholders sell substantial amounts of our Ordinary Shares
in the public market, the market price of our Ordinary Shares
could fall. Moreover, the perceived risk of this potential dilution
could cause shareholders to attempt to sell their shares and
investors to short our Ordinary Shares. These sales also make it
more difficult for us to sell equity related securities in the future
at a time and price that we deem reasonable or appropriate.
There can be no assurance that we will not be a passive foreign
investment company PFIC for United States federal income tax
purposes for any taxable year, which could subject United States
holders of our Ordinary Shares to significant adverse United State
federal income tax consequences.A non United States corporation
will be a passive foreign investment company, or PFIC, for United
States federal income tax purposes for any taxable year if either
at least 75% of its gross income for such taxable year is passive
income or at least 50% of the value of its assets based on average
of the quarterly values of the assets during such year is attributable
to assets that that produce or are held for the production of passive
income. Based on the current and anticipated value of our assets
and the composition of our income assets, we do not expect to be
a PFIC for United States federal income tax purposes for our current
taxable year ended December 31, 2021 or in the foreseeable future.
However, the determination of whether or not we are a PFIC
according to the PFIC rules is made on an annual basis and depend
on the composition of our income and assets and the value of
our assets from time to time. Therefore, changes in the composition
of our income or assets or value of our assets may cause us to
become a PFIC. The determination of the value of our assets including
goodwill not reflected on our balance sheet may be based, in part,
on the quarterly market value of Ordinary Shares, which is subject to
change and may be volatile.
The classification of certain of our income as active or passive, and
certain of our assets as producing active or passive income,
and hence whether we are or will become a PFIC, depends on the
interpretation of certain United States Treasury Regulations as
well as certain IRS guidance relating to the classification of assets as
producing active or passive income. Such regulations
guidance is potentially subject to different interpretations. If due to
different interpretations of such regulations and guidance the
percentage of our passive income or the percentage of our assets
treated as producing passive income increases, we may be a PFIC
in one of more taxable years.
If we are a PFIC for any taxable year during which a United States
person holds Ordinary Shares, certain adverse United States
federal income tax consequences could apply to such United States
person.
For as long as we are an emerging growth company, we will not be
required to comply with certain reporting requirements, including
those relating to accounting standards and disclosure about our
executive compensation, that apply to other public companies.
We are classified as an emerging growth company under the
JOBS Act. For as long as we are an emerging growth company,
which may be up to five full fiscal years, unlike other public
companies, we will not be required to, among other things,
provide an auditor s attestation report on management assessment
of the effectiveness of our system of internal control over
financial reporting pursuant to Section 404b of the Sarbanes
Oxley Act, comply with any new requirements adopted by the
PCAOB requiring mandatory audit firm rotation or a supplement
to the auditor s report in which the auditor would be required to
provide additional information about the audit and the financial
statements of the issuer, i provide certain disclosure regarding
executive compensation required of larger public companies, or
hold nonbinding advisory votes on executive compensation.
We will remain an emerging growth company for up to five years,
although we will lose that status sooner if we have more than
1.235 billion of revenues in a fiscal year, have more than 700
million in market value of our Ordinary Shares held by non affiliates,
or issue more than 1.0 billion of non convertible debt over a three
year period.To the extent that we rely on any of the exemptions
available to emerging growth companies, you will receive less
information about our executive compensation and internal
control over financial reporting than issuers that are not
emerging growth
companies. If some investors find our Ordinary Shares to be
less attractive as a result, there may be a less active trading market
for our Ordinary Shares and our share price may be more volatile.
If we fail to establish and maintain proper internal financial
reporting controls, our ability to produce accurate financial
statements or comply with applicable regulations could be
impaired.Pursuant to Section 404 of the Sarbanes Oxley Act,
we will be required to file a report by our management on
our internal control over financial reporting, including an
attention report on internal control over financial reporting
issued by our independent registered public accounting firm.
However, while we remain an emerging growth company,
we will not be required to include an attestation report on
internal control over financial reporting issued by our
independent registered public accounting firm. The
presence of material weakness in internal control over
financial reporting could result in financial statement
errors, which, in turn, could lead to error our financial reports
and delays in our financial reporting, which could require us
to restate our operating results. We might not identify one
or more material weaknesses in our internal controls in connection
with evaluating our compliance with Section 404 of the Sarbanes
Oxley Act. In order to maintain and improve the effectiveness of
our disclosure controls and procedures and internal controls over
financial reporting.We will need to expend significant resources
and provide significant management oversight. Implementing any
appropriate changes to our internal controls may require specific
compliance training of our directors and employees, entail
substantial costs in order to modify our existing accounting
systems, take a significant period of time to complete and
divert management s attention from other business concerns.
These changes may not, however, be effective in maintaining
the adequacy of our internal control.If we are unable to conclude
that we have effective internal controls over financial reporting,
investors may lose confidence in our operating results, the price
of the Ordinary Shares could decline and we may be subject
to litigation or regulatory enforcement actions. In addition, if we
are unable to meet the requirements of Section 404 of the Sarbanes
Oxley Act, the Ordinary Shares may not be able to remain listed
on the exchange.
Nasdaq may apply additional and more stringent criteria for
our initial and continued listing because we plan to have a
small public offering and insiders will hold a large portion
of the company s listed securities.Nasdaq Listing Rule 5101
provides Nasdaq with broad discretionary authority over
the initial and continued listing of securities in Nasdaq and
Nasdaq may use such discretion to deny initial listing, apply
additional or more stringent criteria for the initial or continued
listing of particular securities, or suspend or delist
particular securities based on any event, condition, or circumstance
that exists or occurs that makes initial or continued listing of the
securities on Nasdaq inadvisable or unwarranted in the opinion of
Nasdaq, even though the securities meet all enumerated criteria
for initial or continued listing on Nasdaq. In addition, Nasdaq has
used its discretion to deny initial or continued listing or to apply
additional and more stringent criteria in the instances, including
but not limited to, i where the company engaged an auditor that
has not been subject to an inspection by the Public Company
Accounting Oversight Board PCAOB , an auditor that PCAOB
cannot inspect, or an auditor that has not demonstrated
sufficient resources, geographic reach, or experience to adequately
perform the company s audit, where the company planned
a small public offering, which would result in insiders holding a
large portion of the company s listed securities. Nasdaq was
concerned that the offering size was insufficient to establish the
company s initial valuation, and there would not be sufficient
liquidity to support a public market for the company, and i where
the company did not demonstrate sufficient nexus to the U.S.
capital market, including having no U.S. shareholders, operations,
or members of the board of directors or management. Our
public offering will be relatively small, and our company s insiders
will hold a large portion of the company s listed securities.
Nasdaq might apply the additional and more stringent criteria for
our initial and continued listing, which might cause delay or
even denial of our listing application.
If we cannot satisfy, or continue to satisfy, the initial listing
requirements and other rules of Nasdaq Capital Market,
although we exempt from certain corporate governance standards
applicable to US issuers as a Foreign Private Issuer, our
securities may not be listed or may be delisted, which could negatively
impact the price of our securities and your ability to sell them.
We will seek to have our securities approved for listing on the
Nasdaq Capital Market upon consummation of this offering. We
cannot assure you that we will be able to meet those initial listing
requirements at that time. Even if our securities are listed on the
Nasdaq Capital Market, we cannot assure you that our securities
will continue to be listed on the Nasdaq Capital Market.
In addition, following this offering, in order to maintain our listing
on the Nasdaq Capital Market, we will be required to comply
with certain rules of Nasdaq Capital Market, including those regarding
minimum stockholders equity, minimum share price, and
certain corporate governance requirements. Even if we initially meet
the listing requirements and other applicable rules of the
Nasdaq Capital Market, we may not be able to continue to satisfy
these requirements and applicable rules. If we are unable to
satisfy the Nasdaq Capital Market criteria for maintaining our
listing, our securities could be subject to delisting.
If the Nasdaq Capital Market does not list our securities or
subsequently delists our securities from trading, we could face
significant consequences, including,limited availability for market
quotations for our securities,reduced liquidity with respect to our
securities, a determination that our Ordinary Share is a penny stock,
which will require brokers trading in our Ordinary Share to adhere to
more stringent rules and possibly result in a reduced level of trading
activity in the secondary trading market for our Ordinary Share,
limited amount of news and analyst coverage, and a decreased ability
to issue additional securities or obtain additional financing in the future.

The market price of our ordinary shares may be volatile or may decline
 regardless of our operating performance, and you
may not be able to resell your shares at or above the public offering price.

The public offering price for our ordinary shares will be determined
through negotiations between the underwriters and us and
may vary from the market price of our ordinary shares following our
public offering. If you purchase our ordinary shares in our
public offering, you may not be able to resell those shares at or above
the public offering price. We cannot assure you that the public offering
price of our ordinary shares, or the market price following our
public offering, will equal or exceed prices in privately negotiated
transactions of our shares that have occurred from time to time prior
to our public offering. The market price
of our ordinary shares may fluctuate significantly in response to
numerous factors, many of which are beyond our control,
including, actual or anticipated fluctuations in our revenue and
other operating results,the financial projections we may provide
to the public, any changes in these projections or our failure to
meet these projections,actions of securities analysts who initiate
or maintain coverage of us, changes in financial estimates by any
securities analysts who follow our company, or our failure to meet
these estimates or the expectations of investors,announcements
by us or our competitors of significant services or features, technical
innovations, acquisitions, strategic relationships, joint ventures, or
capital commitments,price and volume fluctuations in the overall
stock market, including as a result of trends in the economy as a
whole,lawsuits threatened or filed against us, and other events or
factors, including those resulting from war or incidents of terrorism,
or responses to these events.In addition, the stock markets have
experienced extreme price and volume fluctuations that have affected
and continue to affect the market prices of equity securities of many
companies. Stock prices of many companies have fluctuated in a manner
unrelated or disproportionate to the operating performance of those
companies. In the past, stockholders have filed securities class
action litigation following periods of market volatility. In the event that
we were to become involved in securities litigation, it could subject us
to substantial costs, divert resources and the attention of management
from our business, and adversely affect our business.
We have broad discretion in the use of the net proceeds from our
public offering and may not use them effectively.
To the extent i we raise more money than required for the purposes
explained in the section titled Use of Proceeds or we determine that
the proposed uses set forth in that section are no longer in the best
interests of our Company, we cannot specify with any certainty the
particular uses of such net proceeds that we will receive from our public
offering. Our management will have broad discretion in the application
of such net proceeds, including working capital, possible acquisitions,
and other general corporate purposes, and we may spend or invest
these proceeds in a way with which our stockholders disagree. The
failure by our management to apply these funds effectively could
harm our business and financial condition. Pending their use, we may
invest the net proceeds from our public offering in a manner that does
not produce income or that loses value. As of the date of this Prospectus,
Management has not determined the types of businesses that the
company will target or the terms of any potential acquisition.

We will incur additional costs as a result of becoming a public
company, which could negatively impact our net income and liquidity.

Upon completion of this offering, we will become a public company
in the United States. As a public company, we will incur significant
legal, accounting and other expenses that we did not incur
as a private company. In addition, Sarbanes Oxley and rules
and regulations implemented by the SEC and the Nasdaq Capital
Market require significantly heightened corporate governance
practices for public companies. We expect that these rules and
regulations will increase our legal, accounting and financial
compliance costs and will make many corporate activities more
time consuming and costly.

We do not expect to incur materially greater costs as a result of
becoming a public company than those incurred by similarly sized
U.S. public companies. In the event that we fail to comply with
these rules and regulations, we could become the subject of a
governmental enforcement action, investors may lose confidence
in us and the market price of our ordinary shares could decline.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This prospectus contains forward looking statements that involve
substantial risks and uncertainties. In some cases, you can identify
forward looking statements by the words may, might, will, could,
would, should, expect, intend, plan,objective, anticipate, believe,
estimate, predict, potential, continue and ongoing,or the negative
of these terms, or other comparable terminology intended to
identify statements about the future. These statements involve
known and unknown risks, uncertainties and other important
factors that may cause our actual results, levels of activity,
performance or achievements to be materially different from
the information expressed or implied by these forward looking
statements. The forward looking statements and opinions contained
in this prospectus are based upon information available to us as of
the date of this prospectus and, while we believe such information
forms a reasonable basis for such statements, such information may
be limited or incomplete, and our statements should not be read to
indicate that we have conducted an exhaustive inquiry into, or review
of, all potentially available relevant information. Forward looking
statements include statements about,
our future financial performance, including our expectations regarding
our revenue, cost of revenue, operating expenses, including capital
expenditures related to asset intensive offerings, our ability to
determine reserves and our ability to achieve and maintain
future profitability,our ability to develop and market new products,
the continued market acceptance of our products,the sufficiency of
our cash, cash equivalents and investments to meet our liquidity needs,
our ability to manage operations related risk,
our expectations and management of future growth,
our expectations concerning relationships with third parties,
the impact of COVID 19 on the Company,
our ability to maintain, protect and enhance our intellectual property,
our ability to successfully acquire and integrate companies and assets,
the increased expenses associated with being a public company,
exposure to product liability and defect claims,
protection of our intellectual property rights,changes in the laws
that affect our operations,inflation and fluctuations in foreign
currency exchange rates,our ability to obtain all necessary government
certifications, approvals, and licenses to conduct our business,continued
development of a public trading market for our securities,the cost of
complying with current and future governmental regulations and the
impact of any changes in the regulations on our operations,managing
our growth effectively,fluctuations in operating results,dependence on
our senior management and key employees, and other factors set forth
under Risk Factors. We caution you that the foregoing list may not contain
all of the forward looking statements made in this prospectus.

You should not rely upon forward looking statements as predictions
of future events. We have based the forward looking
statements contained in this prospectus primarily on our current
expectations and projections about future events and trends that
we believe may affect our business, financial condition, results of
operations and prospects. The outcome of the events described
in these forward looking statements is subject to risks, uncertainties
and other factors, including those described in the section
titled Risk Factors and elsewhere in this prospectus. Moreover, we
operate in a very competitive and rapidly changing environment.
New risks and uncertainties emerge from time to time and it is not
possible for us to predict all risks and uncertainties that could have
an impact on the forward looking statements contained in this prospectus.
We cannot assure you that the results, events and circumstances reflected
in the forward looking statements will be achieved or occur, and actual
results, events or circumstances could differ materially from those
described in the forward looking statements.

Neither we nor any other person assumes responsibility for the
accuracy and completeness of any of these forward looking
statements. Moreover, the forward looking statements made in
this prospectus relate only to events as of the date on which the
statements are made. We undertake no obligation to update any
forward looking statements made in this prospectus to reflect
events or circumstances after the date of this prospectus or to
reflect new information or the occurrence of unanticipated events,
except as required by law. We may not actually achieve the plans,
intentions or expectations disclosed in our forward looking
statements and you should not place undue reliance on our
forward looking statements. Our forward looking statements
do not reflect the potential impact of any future acquisitions,
mergers, dispositions, joint ventures or investments we may make.

In addition, statements that we believe and similar statements
reflect our beliefs and opinions on the relevant subject. These
statements are based upon information available to us as of the
date of this prospectus, and while we believe such information
forms a reasonable basis for such statements, such information
may be limited or incomplete, and our statements should not be
read to indicate that we have conducted an exhaustive inquiry into,
or review of, all potentially available relevant information.
These statements are inherently uncertain and investors are
cautioned not to unduly rely upon these statements.

USE OF PROCEEDS
We estimate that we will receive net proceeds from this offering of
approximately  million after deducting estimated underwriting
discounts and commissions and the estimated offering expenses
payable by us and based upon an assumed initial offering price
of 5.00 per ordinary share.A  increase decrease in the assumed
initial public offering price of 5.00 per share would increase decrease
the net proceeds to us from this offering by approximately  million,
after deducting the estimated underwriting discounts and commissions
and estimated aggregate offering expenses payable by us and assuming
no change to the number of ordinary share offered by us as set forth
on the cover page of this prospectus, provided, however, that in no
case would we decrease the initial public offering price to less than
4.00 per share.

Description of Use
Estimated Amount ofNet Proceeds US
Percentage
Brand promotion and marketing
Recruitment of talented personnel
Expansion of new offices and servicing scope
Enhancement of IT system
General working capital
The foregoing represents our current intentions based upon our
present plans and business conditions to use and allocate the net
proceeds of this offering. Our management, however, will have
some flexibility and discretion to apply the net proceeds of this
offering. If an unforeseen event occurs or business conditions
change, we may use the proceeds of this offering differently
than as described in this prospectus. To the extent that the net
proceeds we receive from this offering are not imminently used
for the above purposes, we intend to invest in short term, interest
bearing bank deposits or debt instruments.The net proceeds from
this offering must be remitted to China before we will be able
to use the funds to grow our business. The procedure to remit
funds may take several months after completion of this offering,
and we will be unable to use the offering proceeds in China until
remittance is completed. See Risk Factors for further information.

DIVIDEND POLICY
We have never declared or paid any cash dividends on our common
stock, and we do not currently intend to pay any cash
dividends on our common stock in the foreseeable future.
We currently intend to retain all available funds and any future
earnings to support operations and to finance the growth and
development of our business.
Any future determination to pay dividends will be made at the
discretion of our board of directors, subject to applicable laws, and
will depend upon, among other factors, our results of operations,
financial condition, contractual restrictions, and capital requirements.
From time to time, we may also enter into other loan or credit
agreements or similar borrowing arrangements that may further
restrict our ability to declare or pay dividends on our common stock.
Our board of directors will have sole discretion in making
any future determination to pay dividends, subject to applicable laws,
taking into account, among other factors, our results of
operations, financial condition, contractual restrictions, and capital
requirements.

CORPORATE STRUCTURE
BUSINESS
Our Mission
Helping Chinese companies enter the capital market to go public
at home and abroad.

Overview of Our Company
ZHZ is a professional capital operation platform jointly owned by
Qianhai Guochuang and Qianhai Venture. It is a one stop service
platform to help Chinese enterprises from entering the capital
market to listing at home and abroad, and a one stop whole
process to counsel and incubate enterprises to listing.

ZHZ has a team of well known industry experts with an average of
10 years of experience, integrating high quality resources in the
financial industry, and has helped more than 3,000 enterprises to
list and raise capital at home and abroad.

The Industry
There are more than 80 million private enterprises in China, which
solve 80% of urban employment, accomplish 70% of innovation,
create 60% of GDP and contribute 50% of tax revenue.
At present, Chinese SMEs have the problem of difficulty in financing.
Among various corporate financing methods, there are high costs for
private lending, high threshold requirements for bank financing, and
high thresholds, high fees and long lead times in
China s domestic capital markets.

Our Solution
We provide listing, full consultation and counseling, financing and
investment, domestic and international listing, investment and
MA services for Chinese enterprises to solve the problems in their
development.

Our Services
Domestic and international listing, domestic main board, small and
medium sized board, Hong Kong listing, U.S. listing,etc.
Enterprise listing, Hong Kong Stock Exchange listing, NASDAQ Stock
Exchange listing,New York Stock Exchange listing, listing, various
provincial equity trading centers listing, etc. Full consulting and
counseling, business plan, enterprise valuation, strategic positioning,
brand, business model, top level design, equity structure, equity incentive,
listing path planning, etc. Financing and investment, equity financing,
debt financing, industry chain financing, investment financing, venture
capital docking, etc.Investment and MA, equity investment, MA

Our Core Competencies
The original industry chain financing can help Chinese small and
medium sized enterprises to finance the advantages of the capital
Professional team Core listing counseling team resources all over
China Our founder, JIJIAN YOU, has been engaged in capital operation
industry for 10 years, and has unique experience in enterprise industry
chain financing and listing. Always put the service for enterprises in
the first place in life, always put the creation of value for enterprises
in the first place in life.

Our Competitive Strengths
Market development and promotion advantages.
Professional team and core listing counseling team resources advantage
throughout China.The advantage of the original industry chain financing,
which can help Chinese SMEs to finance.The advantage of long time
experience in coaching enterprises.

Our Challenges
The number of competitors has increased.
Team personnel are constrained by funds, resulting in insufficient
manpower.The industry price is becoming more and more transparent.

Our Corporate Structure
Our Strategy
Provide Chinese enterprises with listing, full consulting and combing
counseling, financing and investment, domestic and foreign listing services,
and solve the problems in the development of enterprises. We hope to
really help small and medium sized enterprises, can land, can see results,
help enterprises to improve their core competitiveness, cultivate internal
strength, enhance the value, long term accompanying to domestic and
foreign listings. MA of China s high quality assets, the combination
of industry and finance, to do 8 10 listed companies

REGULATIONS
Laws and Regulations Relating to Other Business Areas Foreign Exchange
Pursuant to the Administrative Regulations of the PRC on Foreign
Exchange promulgated by the State Council on January 29, 1996 and
amended on August 1, 2008 with effect from August 5, 2008, and
various regulations issued by SAFE, and other PRC
regulatory agencies, foreign currency could be exchanged or paid
through two different accounts, namely current account and
capital account. Payment of current account items, including
commodity, trade and service related foreign exchange transactions
and other current payment, may be made by conversion between RMB
and foreign currencies without approval of SAFE, but are
subject to procedural requirements including presenting relevant
documentary evidence of such transactions. Capital account
items, such as direct equity investment, loans and repatriation of
investment, require the prior approval from or registration with
SAFE or its local branch for conversion between RMB and the foreign
currency, and remittance of the foreign currency outside
the PRC.

Pursuant to the Notice on Administration of Foreign Exchange
Involved in Offshore Investment, Financing and Round Trip
Investment Conducted by Domestic Residents Through Special
Purpose Vehicles, which was promulgated by SAFE and went into
effect on July 4, 2014, prior to making capital contribution in a
special purpose vehicle by a PRC resident using its legitimate
assets or interests in the PRC or overseas, the PRC resident shall
apply to the foreign exchange bureau for completion of foreign
exchange registration formalities for overseas investments. A
domestic entity referred to in this notice shall mean enterprise
and institutional legal persons and any other economic organizations
established in the PRC pursuant to the law, a PRC resident individual
shall mean a PRC citizen holding a PRC resident identity document,
military personnel identity document or armed police personnel identity
document, and any foreign individual who does not hold a PRC identity
document but normally resides in the PRC due to economic reasons.

Pursuant to the Notice on Further Simplification and Improvement
of Foreign Exchange Administration Policies for Direct
Investment, promulgated by SAFE on February 13, 2015 and effective
June 1, 2015, two administrative approval matters,
including foreign exchange registration approval under domestic
direct investment and foreign exchange registration approval
under overseas direct investment, shall be reviewed and processed
directly by banks. SAFE and its local bureaus shall implement
indirect supervision through the foreign exchange registration
with banks for direct investment.

Pursuant to the Notice of SAFE on Reforming the Mode of
Management of Settlement of Foreign Exchange Capital of
Foreign Funded Investment Enterprises promulgated on
March 30, 2015 and effective June 1, 2015, and the Notice of SAFE on
Reforming and Regulating the Policies for Administration of Foreign
Exchange Settlement under the Capital Account promulgated on
and effective June 9, 2016, the system of voluntary foreign exchange
settlement is implemented for the foreign exchange earnings of
foreign exchange capital of foreign invested enterprises. Foreign
exchange capital in a foreign invested enterprise capital account,
for which the monetary contribution has been confirmed by SAFE or
for which the monetary contribution has been registered for account
entry, may be settled at a bank as required by the actual management
needs of the enterprise. The voluntary settlement ratio of foreign
invested enterprise foreign exchange capital projects has been
emporarily set at 100%. SAFE may make adjustments to the said ratio
at appropriate times based on the status of the international balance
of payments. In addition, foreign exchange earnings under capital
projects and the RMB funds obtained from the exchange settlements
thereof shall not be used by foreign invested enterprises for the
following purposes, 1 direct or indirect payments of expenditures
exceeding its business scope or those being prohibited by the laws
and regulations of the PRC, 2 direct or indirect uses in securities
investments or investments other than capital protected banking
products except as otherwise expressly provided, 3 issuance of loans
to non affiliated enterprises excluding those that are expressly permitted
within their business scope, and 4 construction or purchase of real estate
not for personal use except for real estate enterprises.

Foreign Investment
In March 2019, the Standing Committee of the National People s
Congress of the PRC passed the Foreign Investment Law of the
People s Republic of China, or the Foreign Investment Law.
Among other things, the Foreign Investment Law defines the
foreign investment as the investment activities in China
conducted by foreign individuals, enterprises and other
organizations, or the Foreign Investors, in a direct or indirect
manner. The PRC governmental authorities will administrate
foreign investment by applying the principal of pre entry national
treatment together with a negative list, to be specific, the Foreign
Investors are prohibited from making any investments in the fields
cataloged into prohibited industries for foreign investment based
on the negative list, while they are allowed to make investments
in the restricted industries provided that all the requirements and
conditions as set forth in the negative list have been satisfied,
when the Foreign Investors make investments in the fields other
than those included in the negative list, the national treatment
principle shall apply.

Pursuant to Provisions for Guiding the Foreign Investment
Direction, projects with foreign investment fall into 4 categories,
namely encouraged, permitted, restricted and prohibited. Projects
with foreign investment that are encouraged, restricted or
prohibited shall be listed in the Foreign Investment Catalog.
Projects with foreign investment not listed as encouraged, restricted
or prohibited projects are permitted projects.

Pursuant to the Special Administrative Measures for Access of
Foreign Investment 2021 Edition, or the 2021 Edition Negative
list, issued by the MOFCOM and the NDRC on December 27,
2021, which came into effect on January 1, 2022. Our business
does not fall into the negative list and is permitted for foreign
investment.The Foreign Investment Law replaced the Law of the
People s Republic of China on Wholly Foreign owned Enterprises.
It stipulates that the PRC implements a system of pre establishment
national treatment plus negative list for the administration of
foreign investment. Foreign investors are not allowed to invest in
 fields or sectors prohibited in the market access negative list for
foreign investment. Foreign investors that intend to invest in the
fields subject to access restrictions stipulated in the market access
negative list for foreign investment shall be required to satisfy the
conditions stipulated in such negative list. The PRC policies
supporting enterprise development are equally applicable to foreign
invested enterprises. The PRC does not impose expropriation
on foreign investment. Under special circumstances, if it requires
imposing expropriation on foreign investment due to the need of
public interest, expropriation shall be imposed according to legal
procedures, and the foreign invested enterprises concerned shall
receive fair and reasonable compensation. Foreign invested enterprises
can raise funds through public issuance of stocks, corporate bonds
and other securities in accordance with the law. Overall, The Foreign
Investment Law establishes the clear principle of applying national
treatment to FIEs except those engaged in industries on the 2021
Negative List. Since our current and planned business is not on the
2021 Negative List, to the best of our knowledge, it will not create a
ny material adverse effect to our Company business.

Outbound Investment
Pursuant to the Measures for Administration of Overseas Investment
Management promulgated by the MOFCOM on September 6, 2014
and effective October 6, 2014 and the Measures for Administration of
Overseas Investment of Enterprises promulgated by the NDRC on
December 26, 2017 and effective March 1, 2018, a domestic institution
is required to undergo relevant procedures for offshore investment prior
to its overseas direct investment and obtain relevant record filing,
approval, certificate or permit. If an enterprise fails to complete the
aforesaid procedures, it will be required by the competent authorities
to suspend or cease the implementation of the project.

Laws and Regulations Relating to Taxation
Enterprise Income Tax
Pursuant to the EIT Law promulgated on March 16, 2007,
amended on and effective December 29, 2018, and the Regulation on
Implementation of the Enterprise Income Tax Law of the PRC, or
the EIT Implementation Rules, issued on December 6, 2007 and
effective April 23, 2019, EIT shall be applicable at a uniform rate
of 25% to all resident or non resident enterprises. EIT shall be
payable by a resident enterprise for income sourced within or
outside the PRC. EIT shall be payable by a non resident enterprise,
for income sourced within the PRC by its institutions or premises
established in the PRC, and for income sourced outside the PRC
for which the institutions or premises established in the PRC have
a de facto relationship. Where the non resident enterprise has
no institutions or premises established in the PRC or has income
bearing no de facto relationship with the institution or premises
established, EIT shall be payable by the non resident enterprise
only for income sourced within the PRC.Pursuant to the Administrative
Measures on the Accreditation of High and New Technology Enterprises
high and new technology enterprises accredited pursuant to these
measures may make declarations under and benefit from tax
concession policies in accordance with relevant regulations including
the EIT Law and the EIT Implementation Rules, the Law of the PRC
on Administration of Levying and Collection of Taxes and the Regulation
ofImplementation of the Law of the PRC on Administration of
Levying and Collection of Taxes.

Pursuant to the Announcement on the Enterprise Income Tax
Policies for Promoting the High quality Development of the
Integrated Circuit Industry and the Software Industry
promulgated by the Ministry of Finance, the State Taxation
Administration,
the NDRC and the MT on December 12, 2020 and effective
from January 1, 2020, and the Announcement No. 9 2021
of the MT, the NDRC, the Ministry of Finance and the State
Taxation Administration, upon certification, an integrated
circuit design, equipment, materials, packaging, or testing
enterprise or a software enterprise shall be exempt from
the EIT from the first to the second year from the year when
such enterprise makes profits, and be subject to the EIT
levied at half of the 25% statutory tax
rate from the third to the fifth year.

Tax on Dividends

Pursuant to the EIT Law and the EIT Implementation Rules,
except as otherwise provided by relevant tax treaties with the PRC
government, dividends paid by foreign invested investment
enterprises to foreign investors which are non resident enterprises
and which have not established or operated premises in the PRC,
or which have established or operated premises but where their
income has no de facto relationship with such establishment or
operation of premises shall be subject to a withholding tax of 10%.

Pursuant to the Arrangement between Mainland China and the
Hong Kong Special Administrative Region for the Avoidance of
Double Taxation and the Prevention of Fiscal Evasion with Respect
to Taxes on Income entered into between the PRC
government and the Hong Kong Special Administrative Region,
where the beneficial owner is a company directly holding at least
25% of the equity interest of the company paying the dividends,
the tax charged shall not exceed 5% of the distributed dividends.
In any other case, the tax charged shall not exceed 10% of the
distributed dividends.
Pursuant to the Announcement on Issues Relating to Beneficial
Owner in Tax Treaties promulgated by the SAT on February 3,
2018 and came effective April 1, 2018, a beneficial owner shall
mean a person who has ownership and control over the income,
and the rights and property from which the income is derived.
Upon the determination of the beneficial owner status of a
resident of the treaty counterparty who needs to enjoy the tax
treaty benefits hereinafter referred to as the applicant , a
comprehensive analysis shall be conducted taking into account
the actual conditions of the specific case. In general, the following
factors are unfavorable for the determination of beneficial owner
status of an applicant, 1 the applicant is obligated to pay 50%
or more of the income, within 12 months from its receipt, to
a resident of a third country region, where the term obligated
includes agreed obligations and de facto payment for which
there is no agreed obligation, 2 the business activities undertaken
by the applicant do not constitute substantive business activities,
where substantive business activities shall include manufacturing,
distribution and management activities of a substantive nature,
the determination of whether the business activities undertaken by
the applicant are of a substantive nature shall be based on the
 functions actually performed and the risks borne, and investment
holding management activities of a substantive nature undertaken
by the applicant may constitute substantive business activities
where the applicant undertakes investment holding management
activities which do not constitute substantive business activities,
and simultaneously undertakes other business activities, if such
other business activities are not sufficiently significant, these shall
not constitute substantive business activities, 3 the treaty
counterparty country region does not levy, or exempts tax on the
relevant income, or levies tax but with a very low actual tax rate,
4 in addition to the loan contract based on which interest is
derived and paid, there exists other loans or deposit contracts
between the creditor and the third party, of which factors such
as the amount, interest rate and date of execution are similar,
and 5 in addition to the transfer contract for rights to use such
as copyright, patent, technology, from which the royalties are
derived and paid, there exists other transfer contracts for rights
to use or ownership in relation to copyright, patent, technology
between the applicant and a third party.

Pursuant to the Notice of the SAT on the Relevant Issues
Concerning the Implementation of Dividend Clauses in Tax
Treaties promulgated by the SAT and effective February 20, 2009,
all of the following conditions shall be satisfied before the
concession tax rate in a tax treaty can be enjoyed, 1 the tax
resident obtaining dividends shall be restricted to the company
as provided in the tax treaty, 2 among all the ownership equity
interests and voting shares of the PRC resident company, the
proportion directly owned by the tax resident complies with
the prescribed proportions under the tax treaty, and 3 the
proportion of the equity
interests of the PRC resident company directly owned by such
tax resident complies with, at all times within the twelve months
before obtaining the dividends, the proportions specified in the
tax treaty.

Pursuant to the Announcement of the State Taxation Administration
on Issuing the Administrative Measures for Entitlement to Treaty
Benefits for Non resident Taxpayers promulgated by the SAT on
 October 14, 2019 and effective January 1, 2020, entitlement to
treaty benefits for non resident taxpayers shall be handled by
means of self judgment of eligibility, declaration of entitlement,
and retention of relevant materials for future reference . Where non
resident taxpayers judge by themselves that they meet the conditions
for entitlement to treaty benefits, they may obtain such entitlement
themselves at the time of making tax declarations, or at the time of
making withholding declarations via withholding agents. At the same
time, they shall collect, gather and retain relevant materials for future
reference in accordance with the provisions of these measures, and
shall accept the follow up administration of tax authorities. Relevant
information proving the status of beneficial owner shall be retained
in the case of entitlement to dividends, interest and treaty benefits
of royalty clauses.

Labor Contracts
The Labor Contract Law of the PRC, which was promulgated on
June 29, 2007 and subsequently amended on December 28, 2012
and effective July 1, 2013, serves as the primary law regulating
the labor contract relationship between companies and employees.
Pursuant to this law, an employment relationship is established
between the employer and the worker since the day of employment.
The employer shall execute a written employment contract with
the worker. Furthermore, to safeguard the legal rights and
interests of workers, the way to calculate compensation for the
probation period and for damages shall be subject to the provisions
of the law.

Social Security and Housing Provident Fund
Pursuant to the Interim Regulations on Levying Social Insurance
Premiums promulgated on January 22, 1999 and amended on
March 24, 2019, Decisions of the State Council on Modifying
the Basic Endowment Insurance System for Enterprise Employees
promulgated on December 3, 2005, Decision on Establishment
of Basic Medical System for Urban Employee issued by State
Council with effect from December 14, 1998, the Regulations on
Unemployment Insurance effective from January 22, 1999,
Regulations on Work Related Injury Insurance promulgated on
April 27, 2003 with effect from January 1, 2004, and as amended
on December 20, 2010, and the Interim Measures concerning
the Maternity Insurance for Enterprise Employees promulgated on
December 14, 1994 with effect from January 1, 1995, employers
are required to register with the competent social insurance
authorities and provide their employees with welfare schemes
covering pension insurance, unemployment insurance, maternity
insurance, work related injury insurance and medical insurance.

Pursuant to the Social Insurance Law of the PRC, which became
effective on July 1, 2011 with last amendment on December 29,
2018, all employees are required to participate in basic pension
insurance, basic medical insurance schemes and unemployment
insurance, which must be contributed by both the employers
and the employees. All employees are required to participate in
work related injury insurance and maternity insurance schemes,
which must be contributed by the employers. Employers are
required to complete registrations with local social insurance
authorities. Moreover, the employers must timely make all social
insurance contributions. Except for mandatory exceptions such
as force majeure, social insurance premiums may not be paid late,
reduced, or be exempted. Where an employer fails to make social
insurance contributions in full and on time, the social insurance
contribution collection agencies shall order it to make all or
outstanding contributions within a specified period and impose
a late payment fee at the rate of 0.05% per day from the date
on which the contribution becomes due. If such employer fails
to make the overdue contributions within such time limit, the
relevant administrative department may impose a fine equivalent
to 1 times the overdue amount.

Pursuant to the Administrative Regulations on the Housing
Provident Fund effective from April 3, 1999, amended on March 24,
2002 and March 24, 2019, enterprises are required to register
with the competent administrative centers of housing provident
fund and open bank accounts for housing provident funds for
their employees. Employers are also required to timely pay all
housing fund contributions for their employees. Where an
employer fails to submit and deposit registration of housing
provident fund or
fails to go through the formalities of opening housing provident
fund accounts for its employees, the housing provident fund
management center shall order it to go through the formalities
within a prescribed time limit. Failing to do so at the expiration of
the time limit will subject the employer to a fine of not less than
RMB10,000 and up to RMB50,000. When an employer fails to
pay housing provident fund due in full and in time, housing
provident fund center is entitled to order it to rectify, failing
to do so would result in enforcement exerted by the court.

Laws and Regulations Relating to Intellectual Property

Trademarks
Pursuant to the Trademark Law of the PRC promulgated on
August 23, 1982, amended on April 23, 2019 and effective November
1, 2019 and the Regulation on Implementation of the Trademark
Law of the PRC amended on April 29, 2014 and effective May 1,
2014, the right to the exclusive use of a registered trademark is
limited to the approved trademark registration, and to goods for
which the use of the trademark has been approved. The period of
validity of registered trademarks lasts for ten years from the day
of registration approval. Absent the authorization by the owner
of the registered trademark, the use of the registered trademark or
a similar trademark on the same category of goods or similar goods
constitutes an infringement of the right to exclusive use of the
registered trademark. The infringer shall, in accordance with the
relevant regulations, cease the infringement activities, take
correction actions, and compensate for losses.

Patents
Pursuant to the Patent Law of the PRC promulgated on March 12,
1984, last amended on October 17, 2020 and effective June 1,
2021, and the Rules for the Implementation of the Patent Law of
the PRC amended on January 9, 2010 and effective February 1,
2010, after the grant of the patent right for inventions and utility
models, except otherwise regulated under the Patent Law, no
entity or individual may, without the authorization of the patent
owner, exploit such patent, that is to manufacture, use, offer to
sell, sell or import the patented product, or use the patented process,
and use, offer to sell, sell or import products directly obtained from
such patented process, for production or business purposes. After
the patent right is granted for a design, no unit or individual shall,
without the authorization of the patent owner, exploit such patent,
that is to manufacture, offer to sell, sell, or import any product
containing such patented design for production or business
purposes. Where infringement has been established,
the infringer shall, in accordance with the relevant regulations,
be ordered to cease the infringement activities, take corrective
actions, and compensate for losses.

Regulations in relation to MA Rules and Overseas Listing
Accordance with the MA Rules which was promulgated by
the MOFCOM, the State owned Assets Supervision and
Administration Commission of the State Council, the SAT, the
State Administration for Industry and Commerce, the CSRC and
SAFE and took effect on September 8, 2006 and was subsequently
amended on June 22, 2009 by the MOFCOM, a foreign
investor was required to obtain necessary approvals when i a
foreign investor acquires equity in a domestic non foreign invested
enterprise thereby converting it into a foreign invested enterprise,
or subscribes for new equity in a domestic enterprise via an
increase of registered capital thereby converting it into a foreign
invested enterprise, or a foreign investor establishes a
foreign invested enterprise which purchase and operates the assets
of a domestic enterprise, or which purchases the assets of a
domestic enterprise and injects those assets to establish a foreign
invested enterprise. According to article 11 of the MA Rules,
where a domestic company or enterprise, or a domestic natural
person, through an overseas company established or controlled by
him, acquires a domestic company which is related to or connected
with him, approval from MOFCOM is required. According to the
Manual of Guidance on Administration for Foreign Investment
Access issued by MOFOM on December 18, 2008, the equity transfer
by the Chinese shareholders to the foreign shareholders in an
established foreign invested enterprise shall not be governed by the
provisions on mergers and acquisitions. It does not matter whether
the Chinese party and the foreign party are related parties or whether
the foreign party is an existing shareholder or a new investor.

On July 6, 2021, the State Council and General Office of the of the
Communist Party China Central Committee issued Opinions
on Strictly Cracking Down Illegal Securities Activities in Accordance
with the Law, which steps up scrutiny of overseas listings
by companies and calls for strengthening cooperation in cross border
regulation, improving relevant laws and regulations on cyber
security, cross border data transmission and confidential information
management, including the confidentiality requirement and file
management related to the issuance and listing of securities overseas,
enforcing the primary responsibility of the enterprises
for information security of China based overseas listed companies
and promoting the construction of relevant regulatory systems
to deal with the risks and incidents faced by China based overseas
listed companies. Furthermore, establishing and improving a
system of extraterritorial application of laws in the capital market are
also mentioned, judicial interpretations and supporting rules
for extraterritorial application provisions of the Securities Law shall
be formulated as soon as possible.

On December 24, 2021, the CSRC issued Administrative Measures of
the State Council on Overseas Issuance and Listing of
Securities by Domestic Enterprises Draft for Comment, which would
explicitly require domestic enterprises seeking to list their
securities overseas to file with the CSRC and sets forth the general
provisions for these record filing requirements as well as the
specific circumstances under which an offshore listing would be
prohibited, and also includes provisions relating to data security,
internal control system, share registration, fund raising, supervision
of intermediaries, among others. On the same day, the CSRC
issued Administrative Measures for the Record filing of Overseas
Issuance and Listing of Securities by Domestic Enterprises
Draft for Comment, according to which domestic enterprises would
be required to file a record with the CSRC for direct or
indirect listing. The indirect overseas listing of a domestic enterprise
refers to the occurrence of any of the following
circumstances of an issuer, 1 the revenue, total profits, total assets
or net assets of a domestic enterprise in the most recent fiscal
year accounts for more than 50% of the corresponding figure in
the issuer s audited consolidated financial statements for the same
period, and 2 a majority of the senior officers in charge of business
operation and management of such entity are Chinese
citizens or have a habitual residence in China, and the main place
of business operation is located in China or carried out mainly in
China. In addition, the domestic enterprise must report to the CSRC
the following circumstances after completion of offering and
listing, 1 any change of control of the issuer, 2 any measures adopted
or required by the foreign securities regulatory authorities or relevant
competent authorities in connection with a foreign listing such as
investigation and punishment , and 3 the voluntary or compulsory
termination of listing of any foreign securities by a domestic enterprise.
This offering and listing and trading of our common stocks on the
Nasdaq will be subject to the requirements of filing with the CSRC
when the foregoing regulatory guidance is officially promulgated
and became effective.

Regulations Relating to Dividend Distributions

According to the PRC Company Law and Foreign Investment Law,
each of our PRC subsidiaries, as a foreign invested enterprise,
or FIE, is required to draw 10% of its after tax profits each year,
if any, to fund a common reserve, and which may stop drawing
its after tax profits if the aggregate balance of the common reserve
has already accounted for over 50% of its registered capital.
These reserves are not distributable as cash dividends. Furthermore,
under the EIT Law, which became effective in January 2008,
the maximum tax rate for the withholding tax imposed on dividend
payments from PRC foreign invested companies to their
overseas investors that are not regarded as resident for tax
purposes is 20%. The rate was reduced to 10% under the
Implementing Regulations for the EIT Law issued by the State
Council. However, a lower withholding tax rate might be applied if
there is a tax treaty between China and the jurisdiction of the
foreign holding companies, such as tax rate of 5% in the case of
Hong Kong companies that holds at least 25% of the equity interests
in the foreign invested enterprise, and certain requirements
specified by PRC tax authorities are satisfied.

Pursuant to the Notice on Improving the Check of Authenticity
and Compliance to Further Promote Foreign Exchange Control
promulgated by SAFE in January 2017, which stipulates several
capital control measures with respect to outbound remittance of
profits from domestic entities to offshore entities, including the
following, 1 under the principle of genuine transaction, banks
shall check board resolutions regarding profit distributions, the
original version of tax filing records and audited financial
statements, and 2 domestic entities shall hold income to account
for previous years losses before remitting the profits. Moreover,
domestic entities shall make detailed explanations of sources of
capital and utilization arrangements, and provide board
resolutions, contracts and other proof when completing the
registration procedures in connection with an outbound investment.

Regulations in relation to Cyber Security and Data Protection
On November 7, 2016, the Standing Committee of the National
People s Congress the SCNPC promulgated the Cyber
Security Law of the PRC, or Cyber Security Law, which became
effective on June 1, 2017. The Cyber Security Law requires
network operators to perform certain functions related to cyber
security protection and strengthen the network information
management. On June 10, 2021, the SCNPC promulgated the Data
Security Law of the PRC, or the PRC Data Security Law,
which became effective on September 1, 2021. Pursuant to the PRC
Data Security Law, data refers to any record of information in
electronic or any other form and data processing including the
collection, storage, use, processing, transmission, provision, and
public disclosure of data.

On December 28, 2021, the Cyberspace Administration of China,
or the CAC, jointly with other twelve PRC governmental
authorities, promulgated the Measures for Cybersecurity Review,
or Cybersecurity Measures, which became effective on February
15, 2022. the Cybersecurity Measures provides that, among other
things, i online platform operators possessing personal
information of more than one million users must apply to the
Cybersecurity Review Office for a cybersecurity review before
conducting any listing in a foreign country, the purchase of
network products and services of a critical information
infrastructure operator and data processing activities of an
online platform operator that affect or may affect national
security shall be subject to the cybersecurity review, and i the
relevant governmental authorities in the PRC may initiate cyber
security review if such governmental authorities determine any
network products and services and data processing activities
affect or may affect national security.

On November 14, 2021, the CAC promulgated the Regulations on
the Administration of Cyber Data Security Draft for Comments, or
Draft Cyber Data Regulations. According to the Draft Cyber Data
Regulations, data processors shall, in accordance with relevant PRC
regulations, apply for cybersecurity review when carrying out the
following activities, i the merger, reorganization or separation of
online platform operators that have acquired a large number of
data resources related to national security, economic development
or public interests, which affects or may affect national security,
processing personal information of more than one million individuals
and seeking a listing in a foreign country, i applying for listing in Hong
Kong, which affects or may affect national security, and iv other data
processing activities that affect or may affect national security. As at
the date of this prospectus, the Draft Cyber Data Regulations are still
in draft form and subject to change with substantially uncertainty.

Regulations on Employee Share Option Plans
Pursuant to the Notice of Issues Related to the Foreign Exchange
Administration for Domestic Individuals Participating in Stock
Incentive Plan of Overseas Listed Company, or SAFE Circular 7, issued
by the SAFE in February 2012, employees, directors, supervisors, and
other senior management participating in any share incentive plan of
an overseas publicly listed company who are PRC citizens or non PRC
citizens residing in China for a continuous period of not less than one
year, subject to a few exceptions, are required to register with SAFE
through a domestic qualified agent, which may be a PRC subsidiary
of such overseas listed company, and complete certain other procedures.
See Regulations on Foreign Exchange.

In addition, the SAT has issued certain circulars concerning employee
share options and restricted shares. Under these circulars,
employees working in the PRC who exercise share options or are
granted restricted shares will be subject to PRC individual
income tax. The PRC subsidiaries of an overseas listed company are
obligated to file documents related to employee share options
and restricted shares with relevant tax authorities and to withhold
individual income taxes of employees who exercise their share
option or purchase restricted shares. If the employees fail to pay
or the PRC subsidiaries fail to withhold income tax in accordance
with relevant laws and regulations, the PRC subsidiaries may face
sanctions imposed by the tax authorities or other PRC
governmental authorities.

MANAGEMENT

Directors and Executive Officers
The following table sets forth information regarding our directors
 and executive officers as of the date of this prospectus.

Name
Age
Position Title
JIJIAN YOU
43
Chief Executive Officer and Chairman of the Board of Directors

YAHOO XU
69
Vice Chairman of the Board and General Manager

YE WANG
37
President, General Manager and Director

MS LAI
41
Chief Operating Officer and Director

JIJIAN YOU is our Chief Executive Officer and Chairman of
the Board of Directors and has served as our chairman since our
inception in 2012. Since 2012, Ms. Xie has served as the Chairman
of NINGBO ZHENGHE TRADING Ltd. During her tenure, Ms. Xie
has served more than 50 companies in total, enabling them to
complete listing in markets. In June 2013, Ms. Xie received a
Master s degree from the Chinese University of Hong Kong. We
believe that Ms. Xie should serve as a member of our Board of
Directors because she is experienced in founding, leading and
managing companies.

YAHOO XU is our Vice Chairman of the Board and General Manager
since 2016. From June 2016 to November 2022, Ms. li holds
the position of General Manager of NINGBO ZHENGHE TRADING ltd.
We believe that Ms. li should serve as a member of our Board of
Directors because he is experienced in managing companies.

YE WANG is ourVice President, General Manager and Director
since 2021. Mr. chen specializes in business management and
has excellent strategic planning, organization, coordination and
implementation skills, familiar with market insight, competitive
analysis, strategic management methods and frameworks. he
is responsible for multi regional market development, channel
planning and management, and leads business teams of hundreds
of people. he received her bachelor s degree in business administration
from Shenzen University.

Family Relationships
None of the directors, director appointees, or executive officers
has a family relationship as defined in Item 401 of Regulation S K.

Board of Directors
Our board of directors will consist of five directors upon the SEC
declaration of effectiveness of our registration statement on
Form F 1 of which this prospectus is a part, three of whom are
independent directors within the meaning of Nasdaq Marketplace
Rule 5605a2 and Rule 10A 3 under the Exchange Act.
Subject to the Nasdaq rules and disqualification by the chairman
of the relevant board meeting, a director may vote in respect of
any contract or proposed contract or transaction notwithstanding
that he may be interested therein provided that the nature of the
interest of any director in such contract or transaction shall be
disclosed by him or her at or prior to its consideration and any vote
on that matter, and if he or she does so his or her vote shall be
counted and he may be counted in the quorum at any meeting
of the directors at which any such contract or proposed contract
or transaction is considered. Our board of directors may exercise all the
powers of the company to borrow money, mortgage or charge its
undertaking, property and uncalled capital, and issue debentures,
debenture stock and other securities whenever money is borrowed
or as security for any debt, liability or obligation of the company or
of any third party. None of our directors has a service contract with
us that provides for benefits upon termination of service as a director.

Board Committees
Prior to the completion of this offering, we intend to establish
an audit committee, a compensation committee and a nomination
and corporate governance committee under our board of directors.
We intend to adopt a charter for each of the committees prior to
the completion of this offering. Each committee s members and
functions are described below.

Audit Committee
The audit committee oversees our accounting and financial reporting
processes and the audits of the financial statements of our company.
The audit committee is responsible for, among other things,appointing
or removing the independent auditor and pre approving all auditing
and non auditing services permitted to be performed by the independent
auditor,setting clear hiring policies for employees or former employees
of the independent auditor, reviewing with the independent auditor any
audit problems or difficulties and management s response,reviewing
and approving all related party transactions,discussing the annual audited
financial statements with management and the independent auditor,
discussing with management and the independent auditor major issues
regarding accounting principles and financial statement
presentations, reviewing analyzes or other written communications prepared
by management or the independent auditor relating to significant financial
reporting issues and judgments made in connection with the preparation of
the financial statements,reviewing with management and the independent
auditor the effect of key transactions, related party transactions and off
balance sheet transactions and structures,reviewing with management and
the independent auditor the effect of regulatory and accounting initiatives,
reviewing policies with respect to risk assessment and risk management,
reviewing our disclosure controls and procedures and internal control
over financial reporting,
reviewing reports from the independent auditor regarding all critical
accounting policies and practices to be used by our company, establishing
procedures for the receipt, retention and treatment of complaints we
received regarding accounting, internal accounting controls or auditing
matters and the confidential, anonymous submission by our employees
of concerns regarding questionable accounting or auditing matters,
periodically reviewing and reassessing the adequacy of our audit committee
charter,evaluating the performance, responsibilities, budget and staffing
of our internal audit function and reviewing and approving the internal
audit plan, and reporting regularly to the board of directors.

Compensation Committee
Our compensation committee assists the board in reviewing and
approving the compensation structure, including all forms of
compensation, relating to our executive officers. The compensation
committee is responsible for, among other things,
reviewing and approving, or recommending to the board for its
approval, the compensation of our executive officers,
reviewing and evaluating our executive compensation and benefits
policies generally,in consultation with our chief executive officer,
periodically reviewing our management succession planning,
reporting to our board of directors periodically,evaluating its own
performance and reporting to our board of directors on such
evaluation,periodically reviewing and assessing the adequacy of
the compensation committee charter and recommending any proposed
changes to our board of directors, and selecting compensation consultant,
legal counsel or other adviser only after taking into consideration
all factors relevant to that person s independence from management.

Nomination and Corporate Governance Committee
The nomination and corporate governance committee assists the board in
selecting individuals qualified to become our directors
and in determining the composition of the board and its committees.
The nomination and corporate governance committee is responsible
for, among other things,
identifying and recommending to the board of directors qualified
individuals for membership on the board of directors and its
committees,evaluating, at least annually, its own performance and
reporting to the board of directors on such evaluation,leading our
board of directors in a self evaluation to determine whether it and
its committees are functioning effectively,
reviewing the evaluations prepared by each board committee of
such committee s performance and considering any recommendations
for proposed changes to our board of directors,reviewing and approving
compensation including equity based compensation for our directors,
overseeing compliance with the corporate governance guidelines and
code of business conduct and ethics and reporting on such compliance
to the board of directors, and reviewing and assessing periodically the
adequacy of its charter and recommending any proposed changes to
the board of directors for approval.

Corporate Governance
Our board of directors has adopted a code of business conducts and
ethics, which is applicable to all of our directors, officers,
employees and advisors. We will make our code of business conducts
and ethics publicly available on our website. In addition,
our board of directors has adopted a set of corporate governance
guidelines. The guidelines reflect certain guiding principles with
respect to our board s structure, procedures and committees. The
guidelines are not intended to change or interpret any law, or our
memorandum and articles of association, as amended from time
to time. The code of business conducts and ethics and corporate
governance guidelines all become effective upon completion of
this offering.

Employment Agreements and Indemnification Agreements
We have entered into employment agreements with each of our
executive officers for a specified time period providing that the
agreements are terminable for cause at any time. The terms of
these agreement are substantially similar to each other. A senior
executive officer may terminate his or her employment at any
time by 30 day prior written notice. We may terminate the
executive officer s employment for cause, at any time, without
advance notice or remuneration, for certain acts of the executive
officer, such as conviction or plea of guilty to a felony or any crime
involving moral turpitude, negligent or dishonest acts to our
detriment, or misconduct or a failure to perform agreed duties.

Each executive officer has agreed to hold in strict confidence
and not to use, except for the benefit of our company, any
proprietary information, technical data, trade secrets and know
how of our company or the confidential or proprietary information
of any third party, including our subsidiaries and our clients,
received by our company. Each of these executive officers has also
agreed to be bound by noncompetition and non solicitation
restrictions during the term of his or her employment and typically
for two years following the last date of employment.

We expect to enter into indemnification agreements with our
directors and executive officers, pursuant to which we will agree to
indemnify our directors and executive officers against certain
liabilities and expenses incurred by such persons in connection with
claims made by reason of their being such a director or officer.

PRINCIPAL SHAREHOLDERS
The following table sets forth the beneficial ownership of our
common stock i as of and immediately following this offering,
as adjusted to reflect the sale of shares of common stock by us,
in each case, by the following individuals or groups,

each of our directors,
each of our named executive officers,

all of our directors and executive officers as a group, and each
person, or group of affiliated persons, who is known by us to
beneficially own more than 5% of our common stock.
We have determined beneficial ownership in accordance with
the rules of the SEC. These rules generally attribute beneficial
ownership of securities to persons who possess sole or shared
voting power or investment power with respect to those securities,
or have the right to acquire such powers within 60 days. Under
these rules, more than one person may be deemed beneficial owner
of the same securities and a person may be deemed to be a beneficial
owner of securities as to which such person has no economic interest.
In addition, the rules include shares of common stock issuable pursuant
to the exercise of stock options or warrants that are either immediately
exercisable or exercisable on or before , 2023, which is 60 days after , 2023.
These shares are deemed to be outstanding and beneficially owned by
the person holding those options or warrants for the purpose of computing
the percentage ownership of that person, but they are not treated as
outstanding for the purpose of computing the percentage ownership of
any other person. The information contained in the following table is not
necessarily indicative of beneficial ownership for any other purpose, and
the inclusion of any shares in the table does not constitute an admission
of beneficial ownership of those shares. Unless otherwise indicated, the
persons or entities identified in this table have sole voting and investment
power with respect to all shares shown as beneficially owned by them,
subject to applicable community property laws.

Ordinary Shares
Beneficially
Owned Prior to This
Offering

Shares Beneficially  Owned  After This Offering

Number  Directors and Executive Officers,
JIJIAN YOU 24,514,218.0 70.04%
Zhao Li 574000 1.64%
Zhao Li	574000	1.64%
Liu Jinghui 	175000	0.50%
Xu Weijie	115500	0.33%
Wang Wei 	227500	0.65%
Yan Qunyan 	220500	0.63%
Huang Yinglan 	1221500	3.49%
Wang Ye 	563500	1.61%
Qiu Zhongchun 	875000	2.50%
Fan Xinxing 	381500	1.09%
Tong Lingling 	2632000	7.52%
Wang Yanqin 	73500	0.21%
Zhu Jinmei 	73500	0.21%
Yan Qinghua 	73500	0.21%
Shi Lei 	73500	0.21%
Gong Yan 	73500	0.21%
Li Jie 	87500	0.25%
Guo Haiping 	70000	0.20%
Huang Yin 	66500	0.19%
Zhang Yi 	28000	0.08%
Xu Dongyun 	461547	1.32%
Deng Tao 	92310	0.26%
Yu Zhimin 	189000	0.54%
Wu Ge 	119000	0.34%
Li Jianfa 	153846	0.44%
Ge Yuewen 	123077	0.35%
Li Jing 	101500	0.29%
Yi Bailin 	153847	0.44%
Ding Lei 	6154	0.02%
Wang Xingbo 	21551	0.06%
Geng Weilong 	21551	0.06%
Chen Zhenzhen 	9231	0.03%
Chen Meixiang 	15385	0.04%
Shenzhen NetLianLian Network Technology Co., Ltd	  95359 0.27%
Shang Junjie	153847	0.44%
BIGC SECURITIES,INC.1163077	3.32%

All executive officers, continuing directors and director nominees
as a group 37 persons
35,000,000
100%

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, we will have Ordinary Shares
outstanding assuming the underwriters do not exercise their
over allotment option to purchase additional Ordinary Shares.
Of that amount, Ordinary Shares will be publicly held by investors
participating in this offering, and Ordinary Shares will be held by
our existing shareholders, some of whom may be our affiliates
as that term is defined in Rule 144 under the Securities Act. As
defined in Rule 144, an affiliate of an issuer is a person that
directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with,
the issuer. Prior to this offering, there has been no public market
for our Ordinary Shares. While we intend to list the Ordinary Shares
on the Nasdaq Capital market, we cannot assure you that a regular
trading market will develop in our Ordinary Shares.

Future sales of substantial amounts of our Ordinary Shares in the
public markets after this offering, or the perception that such
sales may occur, could adversely affect market prices prevailing
from time to time. As described below, only a limited number of
our Ordinary Shares currently outstanding will be available for
sale immediately after this offering due to contractual and legal
restrictions on resale. Nevertheless, after these restrictions lapse,
future sales of substantial amounts of our ordinary share,
including ordinary share issued upon exercise of outstanding options,
in the public market in the United States, or the possibility of such
sales, could negatively affect the market price in the United States
of our ordinary share and our ability to raise equity
capital in the future.

All of the ordinary shares sold in the offering will be freely transferable
by persons other than our affiliates in the United States without
restriction or further registration under the Securities Act. Ordinary
shares purchased by one of our affiliates may not be resold, except
pursuant to an effective registration statement or an exemption from
registration, including an exemption under
Rule 144 under the Securities Act described below.

The ordinary share held by existing shareholders are, and any ordinary
share issuable upon exercise of options outstanding following the
completion of this offering will be, restricted securities, as that term
is defined in Rule 144 under the Securities Act. These restricted securities
may be sold in the United States only if they are registered or if they
qualify for an exemption from registration under Rule 144 or Rule 701
under the Securities Act. These rules are described below.

Lock Up Agreements

Our directors, executive officers and shareholders have agreed, subject
to limited exceptions, not to offer, pledge, announce the intention to
sell, contract to sell, sell any option or contract to purchase, purchase
any option or contract to sell, grant any option, right or warrant to
purchase or otherwise dispose of, directly or indirectly, or enter into
any swap or other agreement that transfers, in whole or in part, any
of the economic consequences of ownership of our Ordinary Shares
or such other securities for a period of 6 months after the date of this
prospectus, without the prior written consent of the presentative.
The Company is also prohibited from conducting offerings during this
period and from re pricing or changing the terms of existing options
and warrants.

See Underwriting.

Rule 144

All of our Ordinary Shares outstanding prior to this offering are
restricted shares as that term is defined in Rule 144 under the
Securities Act and may be sold publicly in the United States only
if they are subject to an effective registration statement under the
Securities Act or pursuant to an exemption from the registration
requirements. Under Rule 144 as currently in effect, a person who
has beneficially owned our restricted shares for at least six months
is generally entitled to sell the restricted securities without registration
under the Securities Act beginning 90 days after the date of this
prospectus, subject to certain additional restrictions.

Our affiliates are subject to additional restrictions under Rule 144.
Our affiliates may only sell a number of restricted shares within
any three month period that does not exceed the greater of the
following,1% of the then outstanding Ordinary Shares, which will
equal approximately Ordinary Shares immediately after this offering,
or the average weekly trading volume of our Ordinary Shares during
the four calendar weeks preceding the date on which notice
of the sale is filed with the SEC.Affiliates who sell restricted securities
under Rule 144 may not solicit orders or arrange for the solicitation of
orders, and they are also subject to notice requirements and the
availability of current public information about us.Persons who are not
our affiliates are only subject to one of these additional restrictions, the
requirement of the availability of current public information about us,
and this additional restriction does not apply if they have beneficially
owned our restricted shares for more than one year.

Rule 701
In general, under Rule 701 of the Securities Act as currently in effect,
each of our employees, consultants or advisors who purchases our
Ordinary Shares from us in connection with a compensatory stock or
option plan or other written agreement relating to compensation is
eligible to resell such Ordinary Shares 90 days after we became a
reporting company under the Exchange Act in reliance on Rule 144,
but without compliance with some of the restrictions, including the
holding period, contained in Rule 144.

UNDERWRITING
In connection with this offering, we will enter into an underwriting
agreement with , as representative of the Underwriters, or the
Representative, in this offering. The Representative may retain other
brokers or dealers to act as a sub agents or selected dealers on their
behalf in connection with this offering. The Underwriters will be agreed
to purchase from us, on a firm commitment basis, the number of ordinary
shares set forth opposite its name below, at the offering price less the
underwriting discounts set forth on the cover page of this prospectus,
named by Josephen Stone

Underwriters
Number of Shares
Total

The underwriters are offering the Ordinary Shares subject to their
acceptance of the Ordinary Shares from us and subject to prior
sale. The underwriting agreement provides that the obligations
of the underwriters to pay for and accept delivery of the Ordinary
Shares offered by this prospectus are subject to the approval of
certain legal matters by its counsel and to other conditions. The
underwriters are obligated to take and pay for all of the Ordinary
Shares offered by this prospectus if any such Ordinary Shares are
taken. However, the underwriters are not required to take or pay
for the Ordinary Shares covered by the Representative s option to
purchase additional Ordinary Shares described below.
Certain of the underwriters are expected to make offers and sales
both inside and outside the United States through their respective
selling agents. Any offers or sales in the United States will be
conducted by broker dealers registered with the SEC.

Fees, Commissions and Expense Reimbursement
We will pay the Underwriter a discount equivalent to seven percent
7% of the gross proceeds of this offering. The Underwriter
proposes initially to offer the ordinary shares to the public at the
offering price set forth on the cover page of this prospectus and to
dealers at those prices less the aforesaid fee underwriting discount
set forth on the cover page of this prospectus. If all of the
ordinary shares offered by us are not sold at the offering price, the
Underwriter may change the offering price and other selling
terms by means of a supplement to this prospectus

The following table shows the underwriting fees/commission payable
 to the Underwriter with this offering,

Per Ordinary Share
Public offering price

Underwriting fees and commissions 7%
Proceeds, before expenses, to us
In addition to the cash commission, we will also reimburse the
Underwriter for accountable out of pocket expenses not to exceed
.. Such accountable out of pocket expenses include no more than
in Underwriter s legal counsel fees, due diligence and other like
expenses not to exceed  and road show, travel, on boarding fees
and other reasonable out of pocket accountable expenses not to
exceed   , background checks expenses not to exceed , and DTC
eligibility fees and expenses not to exceed . We have paid to  in
accountable expenses as of the date hereof, which will be refundable
to us to the extent actually not incurred by the Underwriter in
accordance with FINRA Rule 5110f2C.

We estimate that the total expenses payable by us in connection
with the offering, other than the underwriting fees and
commissions, will be approximately .

We are discussing the offering with some underwriters. As of the
date of this prospectus, we have not yet determined that the
underwriters have entered into an underwriting agreement. The
underwriting data used below is derived from industry practice
and normal fees, which will not be formally recognized until an
underwriting agreement is reached. The foregoing does not
purport to be a complete statement of the terms and conditions
of the underwriting agreement and subscription agreement.

Lock Up Agreements
Each of our directors, executive officers, and principal shareholders
5% or more shareholders of our Ordinary Shares has also entered
into a similar lock up agreement for a period of six 6 months from
the effective date of this registration statement of which this
prospectus forms a part, subject to certain exceptions, with respect
to our Ordinary Shares and securities that are substantially similar
to our Ordinary Shares.

Pricing of the Offering
Prior to the completion of this offering, there has been no public
market for our Ordinary Shares. The initial public offering price
of the Ordinary Shares has been negotiated between us and the
underwriters. Among the factors considered in determining the
initial public offering price of the Ordinary Shares, in addition to
the prevailing market conditions, are our historical performance,
estimates of our business potential and earnings prospects, an
assessment of our management, and the consideration of the above
factors in relation to market valuation of companies in related
businesses.

Electronic Offer, Sale, and Distribution of Ordinary Shares
A prospectus in electronic format may be made available on the
websites maintained by the underwriters or selling group
members, if any, participating in this offering and the underwriters
may distribute prospectuses electronically. The underwriters
may agree to allocate a number of Ordinary Shares to selling group
members for sale to its online brokerage account holders. The
Ordinary Shares to be sold pursuant to internet distributions will be
allocated on the same basis as other allocations. Other than the
prospectus in electronic format, the information on these websites
is not part of, nor incorporated by reference into, this prospectus
or the registration statement of which this prospectus forms a part,
has not been approved or endorsed by us or the underwriters,
and should not be relied upon by investors.

Price Stabilization
The Underwriter will be required to comply with the Securities Act
and the Exchange Act, including without limitation, Rule 10b5and
Regulation M under the Exchange Act. These rules and regulations
may limit the timing of purchases and sales of shares of capital
stock by the Underwriter acting as principal. Under these rules
and regulations, the Underwriter,may not engage in any stabilization
activity in connection with our securities, and may not bid for or
purchase any of our securities or attempt to induce any person to
purchase any of our securities, other than as permitted under the
Exchange Act, until it has completed its participation in the distribution.

Selling Restrictions

No action has been taken in any jurisdiction except in the United
States that would permit a public offering of the Ordinary
Shares, or the possession, circulation or distribution of this
prospectus or any other material relating to us or the Ordinary
Shares, where action for that purpose is required. Accordingly,
the Ordinary Shares may not be offered or sold, directly or indirectly,
and neither this prospectus nor any other offering material or
advertisements in connection with the Ordinary Shares may be
distributed or published, in or from any country or jurisdiction
except in compliance with any applicable rules and regulations
of any such country or jurisdiction.

LEGAL MATTERS

We are being represented with respect to certain legal matters
of U.S. federal securities.

WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement on Form F1
including the exhibits, schedules and amendments to the
registration statement under the Securities Act with respect to
the shares of our common stock offered by this prospectus. This
prospectus does not contain all the information set forth in the
registration statement. For further information with respect to us
and the shares of our common stock to be sold in this offering,
we refer you to the registration statement. Statements contained
in this prospectus as to the contents of any contract, agreement
or other documents to which we make reference are not necessarily
complete. In each instance, we refer you to the copy of such contract,
agreement or other document filed as an exhibit to the
registration statement.

We file annual, quarterly and current reports, and other information
with the SEC. Our filings with the SEC are available to the public on
the SEC s website at http,//www.sec.gov. The information we file
with the SEC or contained on or accessible through our corporate
web site or any other web site that we may maintain is not part of
this prospectus or the registration statement of which this prospectus
is a part. You may read and copy this information at the Public
Reference Room of the SEC located at 100 F Street, N.E, Washington,
D.C. 20549. Please call the SEC at 1 800 SEC 0330 for further
information on the operation of the Public Reference Room.
The SEC maintains an internet site that contains periodic and
current reports, information statements and other information
regarding issuers that file electronically with the SEC. The address
of the SEC s website is http://www.sec.gov.

INFORMATION NOT REQUIRED IN A PROSPECTUS

Item 1 SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this registration statement
on Form F 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Shenzhen, China, on the
March 20, 2023.

nIngbo zhenghe trading ltd.

By,
Name, JIJIAN YOU

Title, Chairman of Board of Directors and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons on behalf of the registrant and in the
capacities and on the dates indicated.

Signature

Title
Date
JIJIAN YOU
Chairman of Board of Directors and Chief Executive Officer
March 20, 2023

YAHOO XU
Vice Chairman of the Board and General Manager
March 20, 2023

YE WANG
President, General Manager and Director
March 20, 2023

MS LAI
Chief Operating Officer and Director
March 20, 2023