As filed with the U.S. Securities and Exchange Commission on March 17, 2025.

Registration No. 333-[●]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

JINGRUI WANG PU HOLDINGS GROUP LTD.

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Room 402, Guangfu United International Center,

Ningwei Street, Xiaoshan District,

Hangzhou, Zhejiang Province, 311215

+86 (21) 63087358

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cogency Global Inc.

122 East 42^nd Street, 18^th Floor

New York, NY 10168

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a Copy to:

Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

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 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

EXPLANATORY NOTE

This registration statement on Form F-1 (File No. 333-[ ]) contains disclosure that will be circulated as two separate final prospectuses, as set forth below.

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

The Company has included in this registration statement a set of alternate pages after the back-cover page of the Public Offering Prospectus (the “Alternate Pages”) to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the Registrant. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the Selling Shareholders.

1,250,000 Class A Ordinary Shares 

Jingrui Wang Pu Holdings Group Ltd.

This is an initial public offering on a firm commitment basis of our class A ordinary shares, par value $0.0005 per share (“Class A Ordinary Shares”). We are offering 1,250,000 Class A Ordinary Share. Prior to this offering (the “Offering”), there has been no public market for our Class A Ordinary Shares or our Class B ordinary shares, par value $0.0005 per share (“Class B Ordinary Shares”). We expect the initial public offering price of our Class A Ordinary Shares to be in the range of $4.00 to $6.00 per share. The Offering is being made on a “firm commitment” basis by Eddid Securities USA Inc., or the “Representative.” See “Underwriting” for more information. We are also registering up to 1,250,000 Class A Ordinary Shares, for resale by the Selling Shareholders named in a separate Resale Prospectus, pursuant to the Resale Prospectus. This prospectus will not be used for the offering of Resale Shares, and the Resale Prospectus will not be used for this Offering.

The sale of the Resale Shares in the resale offering is conditioned upon the successful completion of the sale of Class A Ordinary Shares by the Company in the underwritten primary offering. The sales price to the public of the Resale Shares will initially be fixed at the initial public offering price of the Class A Ordinary Shares offered in this prospectus. Following listing of our Class A Ordinary Shares on the Nasdaq Capital Market (“Nasdaq”), the per share offering price of the Resale Share to be sold by the Selling Shareholders may be sold at prevailing market prices, prices related to prevailing market prices, or privately negotiated prices. We will not receive any of the proceeds from the sale of the Resales by the Selling Shareholders named in this prospectus.

We have reserved the symbol JRWP for purposes of listing our Class A Ordinary Shares on Nasdaq and have applied to list our Class A Ordinary Shares on Nasdaq. At this time, Nasdaq has not approved our application to list our Class A Ordinary Shares. It is a condition to the closing of this offering that the Class A Ordinary Shares qualify for listing on a national securities exchange such as Nasdaq, and there is no guarantee or assurance that our Class A Ordinary Shares will be approved for listing on Nasdaq.

Our authorized share capital is $50,000 divided into 90,000,000 Class A Ordinary Shares and 10,000,000 Class B Ordinary Shares, and we have 13,000,000 Class A Ordinary Shares and 7,000,000 Class B Ordinary Shares issued and outstanding, respectively. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a vote by the shareholders. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of our Company, and each Class B Ordinary Share shall entitle the holder thereof to ten (10) votes on all matters subject to vote at general meetings of our Company. Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares.

As of the date of this prospectus, Mr. Haojia Liu beneficially owns 85.18% of the aggregate voting power of our total issued and outstanding share capital. Following the completion of this offering, Mr. Haojia Liu will beneficially own 83.92% of the aggregate voting power of our total issued and outstanding share capital, assuming no exercise of the underwriters’ over-allotment option, or 83.73% assuming full exercise of the underwriters’ over-allotment option. As of the date of this prospectus, Mr. Liu can, and, after the completion of the Offering, Mr. Liu will have the ability to control matters requiring shareholder approval, including the election of directors, amendment of memorandum and articles of association and approval of certain major corporate transactions.  As a result, we will be deemed a “controlled company” under Nasdaq Marketplace Rule 5615(c). However, even if we are deemed as a “controlled company,” we do not intend to avail ourselves of the corporate governance exemptions afforded to a “controlled company” under the Nasdaq Marketplace Rules. See “Prospectus Summary—Controlled Company,” “Risk Factors,” and “Management—Controlled Company.”

Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 26 to read about factors you should consider before buying our Class A Ordinary Shares.

We are a holding company incorporated in the Cayman Islands and not a Chinese operating company. As a holding company with no material operations of our own, we conduct all of our operations through the following entities, collectively referred to as the PRC operating entities and individually referred to as a PRC operating entity: (1) Dongying Yiqun Commerce and Trade Co., Ltd. (“Dongying Yiqun”); (2) Zibo Lunsheng Commerce and Trade Co., Ltd. (“Zibo Lunsheng”); (3) Ji’nan Zhongyue Shengtai Economic and Trade Co., Ltd. (“Ji’nan Zhongyue”); (4) Shandong Yangxin Hongtai Commerce and Trade Co., Ltd. (“Shandong Yangxin”); (5) Beijing Jinnuo Baizhi Technology Co., Ltd. (“Beijing Jinnuo”), the wholly-owned subsidiary of Zhejiang Jingrui Wangpu Quanwu Household Appliance Group Co., Ltd. (“Zhejiang JRWP Quanwu”); (6) Beijing Kangzhuang Shangde Enterprise Management Co., Ltd. (“Beijing Management Co”), the wholly-owned subsidiary of Zhejiang JRWP Quanwu; (7) Jingrui Wangpu (Shandong) Commercial Operation Management Co., Ltd. (“Jingrui Wangpu Shandong”), the wholly-owned subsidiary of Beijing Management Co. Zhejiang JRWP Quanwu also owns 67% equity in Shanghai Jingqi Ruilin Digital Technology Co., Ltd. (“Shanghai Jingqi”); (8) Binzhou Jingrui Wangpu E-Commerce Co., Ltd. (“Binzhou Jingrui Wangpu”); (9) Yangxin Jingrui Wangpu E-Commerce Co., Ltd. (“Yangxin Jingrui Wangpui”); and (10) Zhejiang Jingrui Wangpu Quanwu Household Appliance Group Co., Ltd. (“Zhejiang JRWP Quanwu”). Zibo Lunsheng, Shandong Yangxin, Ji’nan Zhongyue, Dongying Yiqun, and Zhejiang JRWP Quanwu are the variable interest entities (the “VIEs”). Beijing Jinnuo, Shanghai Jingqi, and Beijing Management Co and its subsidiaries are collectively referred to as the VIE Subsidiaries. We control and receive the economic benefits of the VIEs and the VIE Subsidiaries through certain contractual arrangements (the “VIE Agreements”), which enable us to consolidate the financial results of the VIEs and their subsidiaries in our consolidated financial statements under U.S. GAAP, and the VIE structure involves unique risks to investors. The VIEs contributed 100% of the Company’s consolidated results of operations and cash flows for the years ended March 31, 2023 and accounted for 100% of the consolidated total assets and liabilities as of March 31, 2023. During the year ended March 31, 2024, the Company, Bai Zhi HK, WFOE and WFOE’s subsidiary Zhejiang JRWP Industrial only recorded immaterial amount of assets and liabilities (including cash of $859, prepaid expense of $30,021, accrued expense of $29,619 and due to related parties of $20,010 as of March 31, 2024). In addition, there was no revenue generated by the Company, Bai Zhi HK and the WFOE during the fiscal year ended March 31, 2024. Operating expenses and net loss reported by the Company, Bai Zhi HK and the WFOE amounted to approximately $331,520 for the year ended March 31, 2024. As of September 30, 2024, the Company, Bai Zhi HK, WFOE and WFOE’s subsidiary Zhejiang JRWP Industrial only recorded immaterial amount of assets and liabilities (including cash of $6,691, prepaid expense of $277,813, due from related parties of $14,478, and due to related parties of $136,450 as of September 30, 2024). In addition, there was no revenue generated by the Company, Bai Zhi HK and the WFOE during the six months ended September 30, 2024, operating expenses and net loss reported by the Company, Bai Zhi HK and the WFOE amounted to approximately $351,421 for the six months ended September 30, 2024. As a result, total assets and liabilities presented on the consolidated balance sheets and revenue, expenses, and net income presented on the consolidated statement of comprehensive income as well as the cash flows from operating, investing and financing activities presented on the consolidated statement of cash flows are substantially the financial position, operating results and cash flows of the VIEs and the VIEs’ subsidiaries as of and for the year ended March 31, 2024, and as of the six months ended September 30, 2024. Our Class A Ordinary Shares offered in this offering are shares of Jingrui Wang Pu Holdings Group Ltd., the offshore holding company, instead of shares of the PRC operating entities. The VIE structure provides opportunities to foreign investment in PRC-based companies where PRC law prohibits direct foreign investment. For a description of the VIE Agreements, see “Prospectus Summary—Our Corporate Structure—Our VIE Agreements.” As a result of our use of the VIE structure, you may never directly hold equity interests in the VIEs or the VIE Subsidiaries.

Because we do not directly hold equity interests in the VIEs or its subsidiaries, we are subject to risks and uncertainties of the interpretations and applications of PRC laws and regulations, including but not limited to, regulatory review of overseas listing of PRC companies through special purpose vehicles and the validity and enforcement of the VIE Agreements among our wholly-owned PRC subsidiaries, the VIEs, the VIE Subsidiaries and the shareholders of the VIEs. We are also subject to the risks and uncertainties about any future actions of the PRC government in this regard that could disallow the VIE structure, which would likely result in a material change in our operations, and the value of our Class A Ordinary Shares may depreciate significantly or become worthless. The VIE Agreements have not been tested in a court of law in China as of the date of this prospectus. See “Risk Factors—Risks Relating to Our Corporate Structure—If the PRC government deems that the contractual arrangements between Zhejiang JRWP Industrial and the VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations” and “Risk Factors—Risks Relating to Doing Business in the PRC—Our VIE Agreements are governed by PRC law. Accordingly, these contracts would be interpreted in accordance with PRC law, and any disputes would be resolved in accordance with PRC legal procedures.”

We are subject to certain legal and operational risks associated with being based in China, which could cause the value of our securities to significantly decline or become worthless. PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and as a result these risks may result in material changes in the operations of the VIEs and the VIE Subsidiaries, significant depreciation or a complete loss of the value of our Class A Ordinary Shares, or a complete hindrance of our ability to offer, or continue to offer, our securities to investors. Recently, the PRC government adopted a series of regulatory actions and issued statements to regulate business operations in China with little advance notice, 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. As confirmed by our PRC counsel, Beijing DOCVIT Law Firm (“DOCVIT”), as of the date of this prospectus, we, our subsidiaries, and the VIEs and the VIE Subsidiaries have not been involved in any investigations on cybersecurity review initiated by any PRC regulatory authority, nor has any of them received any inquiry, notice, or sanction related to cybersecurity review under the Cybersecurity Review Measures.  As confirmed by our PRC counsel, DOCVIT, we are not subject to cybersecurity review with the Cyberspace Administration of China, or the “CAC,” under the Cybersecurity Review Measures that became effective on February 15, 2022, since we currently do not have over one million users’ personal information and do not anticipate that we will be collecting over one million users’ personal information in the foreseeable future, which we understand might otherwise subject us to the Cybersecurity Review Measures  ; we are also not subject to network data security review by the CAC if the Draft Regulations on the Network Data Security Administration (Draft for Comments) (the “Security Administration Draft”) are enacted as proposed, since we currently do not have over one million users’ personal information and do not collect data that affects or may affect national security and we do not anticipate that we will be collecting over one million users’ personal information or data that affects or may affect national security in the foreseeable future, which we understand might otherwise subject us to the Regulations for the Administration of Network Data Security (Exposure Draft) (the “Security Administration Draft”). See “Risk Factors—Risks Relating to Doing Business in the PRC—The PRC operating entities may become subject to different laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. They may be liable for improper use or appropriation of personal information provided by their customers.” See also “Risk Factors—Risks Relating to Doing Business in the PRC—The PRC government exerts substantial influence over the manner in which the PRC operating entities conduct their business activities. The PRC government may also intervene or influence the PRC operating entities’ operations and this offering at any time, which could result in a material change in the PRC operating entities’ operations and our Class A Ordinary Shares could decline in value or become worthless.”

On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the “Trial Administrative Measures,” and five supporting guidelines (collectively, the “New Administrative Rules Regarding Overseas Listings”), which came into effect on March 31, 2023. The New Administrative Rules Regarding Overseas Listings refine the regulatory system for domestic company’s overseas offering and listing by subjecting both direct and indirect overseas offering and listing activities to the filing-based administration, and clearly defines the circumstances where provisions for direct and indirect overseas offering and listing apply and relevant regulatory requirements.

According to the New Administrative Rules Regarding Overseas Listings, among other things, a domestic company in the PRC that seeks to offer and list securities in overseas markets shall fulfill the filing procedure with the CSRC as per requirement of the Trial Administrative Measures. Where a domestic company seeks to directly offer and list securities in overseas markets, the issuer shall file with the CSRC. Where a domestic company seeks to indirectly offer and list securities in overseas markets, the issuer shall designate a major domestic operating entity, which shall, as the domestic responsible entity, file with the CSRC. Initial public offerings or listings in overseas markets shall be filed with the CSRC within three working days after the relevant application is submitted overseas. If an issuer offers securities in the same overseas market where it has previously offered and listed securities subsequently, filings shall be made with the CSRC within three working days after the offering is completed. We filed with the CSRC on May 9, 2024, received the first round of comments from the CSRC on June 4, 2024 and responded to CSRC's comments on July 15, 2024, and received the second round of comments from the CSRC on August 27, 2024 and responded on September 6, 2024. Upon the occurrence of any material event, such as change of control, investigations or sanctions imposed by overseas securities regulatory agencies or other relevant competent authorities, change of listing status or transfer of listing segment, or voluntary or mandatory delisting, after an issuer has offered and listed securities in an overseas market, the issuer shall submit a report thereof to CSRC within three working days after the occurrence and public disclosure of such event. If the issuer meets both of the following conditions, the overseas offering and listing shall be determined as an indirect overseas offering and listing by a domestic company: (i) any of the total assets, net assets, revenues or profits of the domestic operating entities of the issuer in the most recent accounting year accounts for more than 50% of the corresponding figure in the issuer’s audited consolidated financial statements for the same period; (ii) its major operational activities are carried out in China or its main places of business are located in China or the senior managers in charge of operation and management of the issuer are mostly Chinese citizens or are domiciled in China. Based on the advice of our PRC counsel, DOCVIT, as the PRC operating entities accounted for more than 50% of our consolidated revenues, profit, total assets or net assets for the last two fiscal years ended March 31, 2024 and 2023, and the key components of our operations are carried out in the PRC, this offering is considered an indirect offering by domestic companies and we are therefore subject to the filing requirements for this offering under the New Administrative Rules Regarding Overseas Listings. Based on the foregoing, we will be required to complete necessary filing procedures pursuant to the Trial Administrative Measures. This offering is contingent upon the completion of our filing with and the receipt of approval from the CSRC. See “Risk Factors—Risks Relating to Doing Business in the PRC—The approval, filing, or other procedures of the CSRC or other PRC regulatory authorities may be required in connection with this offering under PRC laws, regulations, and rules” and “Regulations—Regulations on Overseas Listings.” However, we cannot assure you that we will be able to complete the filings for this offering. Since these statements and regulatory actions are newly published, it is highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our subsidiaries, our ability to accept foreign investments, and our listing on a U.S. exchange. If we do not receive or maintain such approval, or inadvertently conclude that such approval is not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future, we may be subject to an investigation by competent regulators, fines or penalties, or an order prohibiting us from conducting an offering, and these risks could result in a material adverse change in our operations and the value of our Ordinary Shares, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless. See “Risk Factors—Risks Relating to Doing Business in the PRC,” and “Risk Factors—Risks Related to this offering” for more information. Notwithstanding the foregoing, as of the date of this prospectus, according to DOCVIT, except for the filing procedures with the CSRC and reporting of relevant information according to the Trial Administrative Measures, no relevant PRC laws or regulations in effect require that we obtain permits from any PRC authorities to issue securities to foreign investors, and we have not received any inquiry, notice, warning, sanction, or any regulatory objection to this offering from the CSRC, the CAC, or any other PRC authorities that have jurisdiction over our operations. Since these statements and regulatory actions are newly published, however, official guidance and related implementation rules have not been issued. It is highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our subsidiaries and the VIEs, our ability to accept foreign investments, and our listing on a U.S. exchange. The Standing Committee of the National People’s Congress (the “SCNPC”) or PRC regulatory authorities may in the future promulgate additional laws, regulations, or implementing rules that require us, our subsidiaries, or the VIEs to obtain regulatory approval from Chinese authorities before listing in the U.S. If we do not receive or maintain such approval, or inadvertently conclude that such approval is not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future, we may be subject to an investigation by competent regulators, fines or penalties, or an order prohibiting us from conducting an offering, and these risks could result in a material adverse change in our operations and the value of our Class A Ordinary Shares, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.

In addition, our Class A Ordinary Shares may be prohibited from trading on a national exchange under the Holding Foreign Companies Accountable Act (the “HFCA Act”) if the Public Company Accounting Oversight Board (United States) (the “PCAOB”) is unable to inspect our auditors for two consecutive years beginning in 2022. On December 16, 2021, the PCAOB issued a report on its determinations that it was unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, a Special Administrative Region of the PRC, because of positions taken by PRC authorities in those jurisdictions. Our auditor, Simon & Edward, LLP (“Simon & Edward”), is an independent registered public accounting firm with the PCAOB located in the U.S. and has been inspected by the PCAOB on a regular basis, with the last inspection in April 2023. Our auditor is not headquartered in China or Hong Kong and was not identified in this report as a firm subject to the PCAOB’s determination. As a firm registered with the PCAOB, Simon & Edward is subject to laws in the United States which provide that the PCAOB shall conduct regular inspections to assess the auditor’s compliance with the applicable professional standards. The PCAOB currently has access to inspect the working papers of our auditor. As such, as of the date of this prospectus, this offering is not affected by the HFCA Act and related regulations. However, there is a risk that our auditor cannot be inspected by the PCAOB in the future. If trading in our Class A Ordinary Shares is prohibited under the Holding Foreign Companies Accountable Act in the future because the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time, Nasdaq may determine to delist our Class A Ordinary Shares and trading in our Class A Ordinary Shares could be prohibited. On August 26, 2022, the CSRC, the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement of Protocol (the “Protocol”), governing inspections and investigations of accounting firms based in mainland China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the U.S. Securities and Exchange Commission (the “SEC”), the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. On December 29, 2022, President Biden signed into law the Accelerating Holding Foreign Companies Accountable Act as a part of the legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”), amending the HFCA Act and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and is making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCA Act, if needed. See “Risk Factors—Risks Relating to Doing Business in the PRC—The Class A Ordinary Shares may be delisted under the HFCA Act if the PCAOB is unable to inspect auditors or their affiliates that are located in mainland China. The delisting of the Class A Ordinary Shares, or the threat of such delisting, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections deprives our investors of the benefits of such inspections.”

As of the date of this prospectus, our Company, our subsidiaries, and the VIEs have not distributed any earnings or paid any amounts owed under the VIE Agreements, nor do they have any plan to distribute earnings or settle amounts owed under the VIE Agreements in the foreseeable future. As of the date of this prospectus, none of our subsidiaries or the VIEs have made any dividends or distributions to our Company and our Company has not made any dividends or distributions to our shareholders.  We intend to keep any future earnings to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future. If we determine to pay dividends on any of our Class A Ordinary Shares in the future, as a holding company, we will rely on payments made from the VIE Subsidiaries to Zhejiang JRWP Quanwu and from Zhejiang JRWP Quanwu and other VIEs to Zhejing JRWP Industrial, pursuant to the VIE Agreements, and the distribution of such payments to Zhejiang Jingrui Wangpu Technology Holding Group Co., Ltd., or WFOE, from WFOE to Bai Zhi HK, and from Bai Zhi HK to our Company. As such, we have not instituted any cash management policies that dictate how funds are transferred among our Company, the subsidiaries, or the VIEs. See “Prospectus Summary—Dividends or Distributions Made to Our Company and U.S. Investors and Tax Consequences” and “Prospectus Summary—Cash and Asset Transfers Between Our Company, Our Subsidiaries, and the VIEs.” As of the date of this prospectus, no transfer of any other assets and dividend payments have occurred between our Company, our subsidiaries, and the VIEs. During the six months ended September 30, 2024 and during the fiscal year 2024, cash was transferred from the PRC operating entities to us, amounting to approximately $0.4 million and $0.3 million, respectively, and mainly used to pay professional service fees in connection with our anticipated offering. No cash transfer or transfer of other assets has occurred between our Company, our subsidiaries, and the VIEs during the fiscal year 2023. Funds were transferred among the VIEs and their subsidiaries, or the PRC affiliates, as intercompany loans, and used for working capital purposes and amounted to approximately $3.1 million, approximately $2.2 million and approximately $1.9 million as of September 30, 2024, March 31, 2024 and 2023, respectively. See “Prospectus Summary—Cash and Asset Transfers Between Our Company, Our Subsidiaries, and the VIEs,” “Prospectus Summary—Selected Consolidated Financial Schedule of Jingrui Wang Pu, the VIEs, and the VIE Subsidiaries,” our audited consolidated financial statements for the fiscal years ended March 31, 2024 and 2023. To the extent cash or assets in the business is in PRC or Hong Kong or an entity incorporated in PRC or Hong Kong, the funds or assets may not be available to fund operations or for other use outside of PRC or Hong Kong due to the imposition of restrictions and limitations on the ability of us, our subsidiaries, or the consolidated VIEs by the PRC regulatory authority to transfer cash or assets. See “Prospectus Summary—Cash and Asset Transfers Among Our Company, Our Subsidiaries, and the VIEs” and “Risk Factors—Risks Relating to Doing Business in the PRC—To the extent cash or assets in the business is in PRC or Hong Kong or an entity incorporated in PRC or Hong Kong, the funds or assets may not be available to fund operations or for other use outside of PRC or Hong Kong due to the imposition of restrictions and limitations on the ability of us, our subsidiaries, or the consolidated VIEs by the PRC regulatory authority within their scope of authority to transfer cash or assets.”

Current PRC regulations permit our PRC subsidiary, Zhejing JRWP Industrial, to pay dividends to Bai Zhi HK only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. Cash dividends, if any, on our Class A Ordinary Shares would be paid in U.S. dollars. The PRC government also imposes control on the conversion of Chinese currency, Renminbi, or “RMB,” into foreign currencies and the remittance of currencies out of the PRC. 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 (“SAFE”) in the PRC as long as certain procedural requirements are met. Approval from appropriate government authorities is required if 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. The PRC government may, at its discretion, impose restrictions on access to foreign currencies for current account transactions, and if this occurs in the future, we may not be able to pay dividends in foreign currencies to our shareholders. Furthermore, if any PRC operating entity incurs debt on its own in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments. Due to the above restrictions, if we are unable to receive payments from the PRC operating entities, we will not be able to pay dividends to our investors, should we desire to do so in the future. For further details, see “Prospectus Summary—Dividends or Distributions Made to Our Company and U.S. Investors and Tax Consequences,” “Prospectus Summary—Cash and Asset Transfers Between Our Company, Our Subsidiaries, and the VIEs,” Summary of Risk Factors, “Risk Factors—Risks Relating to Doing Business in the PRC—We may rely on dividends and other distributions on equity paid by our PRC affiliates to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC affiliates to make payments to us could have a material and adverse effect on our ability to conduct our business,” and “Risk Factors—Risks Relating to Doing Business in the PRC—To the extent cash or assets in the business is in PRC or Hong Kong or an entity incorporated in PRC or Hong Kong, the funds or assets may not be available to fund operations or for other use outside of PRC or Hong Kong due to the imposition of restrictions and limitations on the ability of us, our subsidiaries, or the consolidated VIEs by the PRC regulatory authority within their scope of authority to transfer cash or assets.” In the future, cash proceeds raised from overseas financing activities, including the cash proceeds from this offering, may be transferred by us through our Hong Kong subsidiary to WFOE via capital contribution and loans subject to applicable regulatory approvals, as the case may be. WFOE then may transfer funds to the VIEs to meet the capital needs of their business operations.

We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. Please read the disclosures beginning on page 23 of this prospectus for more information.

The underwriters expect to deliver the Class A Ordinary Shares against payment in U.S. dollars in New York, New York on or about [●], 2025.

Neither the United States 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.

Eddid Securities USA Inc.

Prospectus dated [●], 2025

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no 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 Class A Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. For the avoidance of doubt, no offer or invitation to subscribe for Class A Ordinary Shares is made to the public in the Cayman Islands. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations, and prospects may have changed since that date.

Neither we nor the underwriters have taken any action to permit a public offering of the Class A Ordinary Shares outside the United States or to permit the possession or distribution of this prospectus or any filed free-writing prospectus outside the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Class A Ordinary Shares and the distribution of this prospectus or any filed free-writing prospectus outside the United States.

This prospectus may contain additional trademarks, service marks and trade names of others. Such trademarks, service marks and trade names are the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other person.

Conventions that Apply to this Prospectus

Unless otherwise indicated or the context requires otherwise, references in this prospectus to:

Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.

Our business is conducted by the PRC operating entities using RMB. Our consolidated financial statements are presented in U.S. dollars. In this prospectus, we refer to assets, obligations, commitments, and liabilities in our consolidated financial statements in U.S. dollars. These dollar references are based on the exchange rate of RMB to U.S. dollars, determined as of a specific date or for a specific period. Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of U.S. dollars which may result in an increase or decrease in the amount of our obligations (expressed in dollars) and the value of our assets, including accounts receivable (expressed in dollars).

RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.

The following table outlines the currency exchange rates that were used in this prospectus:

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 included 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 Class A Ordinary Shares, discussed under “Risk Factors,” before deciding whether to invest in our Class A Ordinary Shares.

Business Overview

Our Company

We are an offshore holding company incorporated in the Cayman Islands with no operations of our own. We conduct all of our business and operations related to electric appliances through our PRC operating entities. We receive the economic benefits of the VIEs and the VIE Subsidiaries, through the VIE Agreements.

The major business segment of the PRC operating entities is to sell various electric appliance products to our customers. The PRC operating entities are not electric appliance manufacturers, but wholesalers and retailers of certain electric appliances. A total of 10,232 and 12,046 units of various electric appliances have been sold for the six months ended September 30, 2024 and 2023, respectively, and 23,359 and 25,718 units of various electric appliances were sold for the fiscal years ended March 31, 2024 and 2023, respectively, such as air-conditioners, refrigerators, televisions, washers, dryers, dishwashers, range hoods, electric water kettles, food processors, and rice cookers. The PRC operating entities currently sell products through retail stores and wholesale customers. Leveraging what we believe to be a deep understanding of consumer needs and preferences gained from their experience in the electric appliance industry for over 20 years, the PRC operating entities have opened nine retail stores and developed 20 wholesale distributor customers as of the date of this prospectus.  We believe the PRC operating entities’ distribution channels are a trusted destination for consumers to discover and purchase branded electric appliances. Revenues generated from our electric appliance sales business were $5,442,529 and $4,685,285 for the six months ended September 30, 2024 and 2023, respectively, which accounted for 88.3% and 95.3% of our total revenues for the respective reporting period, and were $9,470,304 and $8,821,507 for the fiscal years ended March 31, 2024 and 2023, respectively, which accounted for 88.9% and 93.8% of our total revenues for the respective reporting period. The electric appliance products are sold through both the retail channel and the wholesale channel.

In connection with the electric appliance sales business, the PRC operating entities also provide the following services to customers (1) electric appliance product after-sales maintenance and repair services, including electric appliance maintenance, plumbing services, kitchen and bathroom accessory maintenance, electrical network and light repair, furniture and electric appliance installation, and cleaning services; (2)  business strategy consulting, marketing, store management and employee management consulting services to other business entities in the electric appliance industry, such as market risk investigation, market analysis and evaluation, customer development, product or services introduction, sales strategies and skills education, and to help these business entities to plan and organize seasonal offline sales and promotional campaigns. Revenues generated from electric appliance related services business were $716,518 and $226,323 for the six months ended September 30, 2024 and 2023, respectively, which accounted for 11.6% and 4.6% of our total revenues for the respective reporting period, and were $1,171,767 and $567,262 for the fiscal years ended March 31, 2024 and 2023, respectively, which accounted for 11.0% and 6.0% of our total revenues for the respective reporting period.

Our PRC operating entities lease the extra space they rent from large shopping malls to other small businesses in the electric appliance industry for a fixed monthly rental payment. Revenues generated from the rental business were $5,003 and $5,057 for the six months ended September 30, 2024 and 2023, respectively, which accounted for 0.1% and 0.1% of our total revenues for the respective reporting period, and were $10,056 and $14,902 for the fiscal years ended March 31, 2024 and 2023, respectively, which accounted for 0.1% and 0.2% of our total revenues for the respective reporting period.

Our Mission

We are dedicated to providing one-stop seamless electronic appliance sales and maintenance services for our valuable customers.

Market

According to the annual report data of Insight and Info (the “Insight and Info Report”), a market research and analysis institution in China, the main business revenue of China’s electric appliance industry in 2022 was approximately RMB1.75 trillion (approximately $246.7 billion), with a year-on-year increase of 1.1%.¹ According to the report of China Household Electrical Appliances Association (the “CHEAA Quarterly Report”), from January to February 2023, the main business revenue of China's electric appliance industry was RMB237.4 billion (approximately $34.78 billion), with a year-on-year increase of 2.9%. The profit was RMB15.5 billion (approximately $2.18 billion).² According to the CHEAA 2023 annual report (the “CHEAA 2023 Annual Report”), the total revenues of home appliance industry in China has increased 7% comparing to 2022, and the profit has increased 12.1%.³ According to data from a 2024 report of ChinaIRN (the “ChinaIRN 2024 Report”), an industry research institution in China, From January to July 2024, the cumulative main business revenuew of China’s home appliance industry was approximately RMB1.1 trillion (approximately $156.75 billion), a year-on-year increase of 4.6%; the total profit was approximately RMB88.02 billion (approximately $12.57 billion), a year-on-year increase of 6.9%.⁴ According to data from AVC View Cloud (the “AVC 2024 First Three Quarter Report”), the scale of the Chinese home appliance retail market in 2024 was expected to be RMB892.2 billion (approximately $127.13 billion), possibly breaking the peak record of 2019 and reaching an increase of 4.7% compared to 2023.⁵ For details of China’s electric appliance industry, see “Business—Industry.”

As of the date of this prospectus, the PRC operating entities primarily operate in the sectors of electric appliance sales, electric appliance related services, and rental services in Shandong province, China. The PRC operating entities started their electric appliance sales business in 2002, electric appliance related services in 2018, and the leasing business since 2021.

Competitive Strengths

We believe that the following competitive strengths contribute to our success and differentiate us from our competitors:

Growth Strategies

We intend to develop our business and strengthen brand loyalty by pursuing the following strategies:

Corporate Information

Our principal executive office is Room 402, Guangfu United International Center, Ningwei Street, Xiaoshan District, Hangzhou, Zhejiang Province, PRC, and our phone numbers are 021-63087358, and +86 17611631345. Our registered office in the Cayman Islands is located at the office of Vistra (Cayman) Limited, P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Road, Grand Cayman, KY1 – 1205 Cayman Islands, and the phone number of our registered office is 0852-3588-8733. We maintain a corporate website at https://www.jrwangpu.com. The information contained in, or accessible from, our website or any other website does not constitute a part of this prospectus. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168.

Our Corporate Structure

We are a holding company incorporated in the Cayman Islands and not a Chinese operating company. As a holding company with no material operations of our own, we conduct all of our operations through the PRC operating entities. For each of the VIEs, the VIE Agreements were entered into by and among Zhejiang JRWP Industrial, the applicable VIE, and the shareholders of the applicable VIE, and include an Exclusive Business Cooperation Agreement, and Equity Interest Pledge Agreement for each of the shareholders, an Exclusive Option Agreement for each of the shareholders, a Power of Attorney for each of the shareholders, and a Spousal Consent Letter for each of the shareholders. For accounting purposes, we control and receive the economic benefits of the operating entities’ business operations through the VIE Agreements, which enables us to consolidate the financial results of the VIEs and the VIE Subsidiaries in our consolidated financial statements under U.S. GAAP, and the structure involves unique risks to investors. For a description of the VIE Agreements, see “—Our VIE Agreements” below. Pursuant to the VIE Agreements, the applicable VIE shall pay service fees in an amount equivalent to all of its net income to Zhejiang JRWP Industrial, while Zhejiang JRWP Industrial has the power to direct the activities of the applicable VIE that can significantly impact the VIE’s economic performance, has the obligation to absorb the expected losses of the legal entity, and has the right to receive substantially all of the economic benefits of the applicable VIE. Such contractual arrangements are designed so that the operations of the applicable VIE are solely for the benefit of Zhejiang JRWP Industrial and, ultimately, the Company. As such, under U.S. GAAP, the Company is deemed to have a controlling financial interest in, and be the primary beneficiary of, the VIEs for accounting purposes and must consolidate the VIEs. However, the VIE Agreements have not been tested in a court of law and may not be effective in providing control over the VIEs. We are, therefore, subject to risks due to the uncertainty of the interpretation and application of the laws and regulations of the PRC regarding the VIEs and the VIE structure. See “Risk Factors—Risks Relating to Our Corporate Structure—If the PRC government deems that the contractual arrangements between Zhejiang JRWP Industrial and the VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations” and “Risk Factors—Risks Relating to Doing Business in the PRC—Our VIE Agreements are governed by PRC law. Accordingly, these contracts would be interpreted in accordance with PRC law, and any disputes would be resolved in accordance with PRC legal procedures.”

¹ Insight and Info, Revenues of Electric Appliance Industry Have Increased Because of the Upgrading of Product Quality, accessible at https://www.chinabaogao.com/news/202302/626575.html.

² China Household Electrical Appliances Association, Analysis of the Trend of China’s Electric Appliance Industry in the First Quarter of 2023, accessible at https://www.cheaa.org/contents/116/10482.html.

³  China Household Electrical Appliances Association, China’s Home Appliance Industry Kept Strong Development, accessible at https://www.cheaa.org/channels/116.html.

⁴ ChinaIRN, 2024 Analysis and Forecast of Supply and Demand in the Electrical Appliance Industry, accessible at https://www.chinairn.com/hyzx/20241106/175349300.shtml.⁵  AVC View Cloud, Summary of the Chinese Home Appliance Market for Q1 to Q3 of 2024, accessible at https://news.qq.com/rain/a/20241104A054YP00.

Our Class A Ordinary Shares in this offering are shares of our offshore holding company in the Cayman Islands instead of shares of the operating entities. The VIE structure provides opportunities to foreign investment in China-based companies where Chinese law prohibits direct foreign investment. As a result, you may never directly hold equity interests in the operating entities.

The following diagram illustrates our corporate structure, including our subsidiaries, the VIEs, and the VIE Subsidiaries, as of the date of this prospectus and upon the completion of this offering based on a proposed number of 1,250,000 Class A Ordinary Shares being offered, assuming no exercise of the underwriters’ over-allotment option. For more details on our corporate history, please refer to “Corporate History and Structure.” All percentages reflect the voting ownership interests instead of the equity interests held by each of our shareholders, given that Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B Ordinary Share shall entitle the holder thereof to ten (10) votes on all matters subject to vote at general meetings of the Company.

Note:

Investors are purchasing securities of Jingrui Wang Pu, the offshore holding company, instead of securities of the PRC affiliates, including the VIEs. The VIE structure provides opportunities to foreign investment in China-based companies where Chinese law prohibits direct foreign investment in the operating companies. As a result, you may never directly hold equity interests in the VIEs.

For details of our principal shareholders’ ownership, please refer to the beneficial ownership table in the section captioned “Principal Shareholders.”

Our VIE Agreements

Neither we nor our subsidiaries own any shares in the VIEs or the VIE Subsidiaries. Instead, for accounting purposes, we control and receive the economic benefits of the VIEs’ business operations through the VIE Agreements, which enables us to consolidate the financial results of the VIEs and the VIE Subsidiaries in our consolidated financial statements under U.S. GAAP. The VIE Agreements are designed to provide Zhejiang JRWP Industrial with the power, rights, and obligations to the VIEs as set forth under the VIE Agreements. We have evaluated the guidance in Financial Accounting Standards Board Accounting Standards Codification 810 and determined that we are regarded as the primary beneficiary of the VIEs for accounting purposes, as a result of our direct ownership in Zhejiang JRWP Industrial and the provisions of the VIE Agreements. We have consolidated the financial results of the VIEs and the VIE Subsidiaries in our consolidated financial statements in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The VIEs contributed 100% of the Company’s consolidated results of operations and cash flows for the years ended March 31, 2023 and accounted for 100% of the consolidated total assets and liabilities as of March 31, 2023. During the year ended March 31, 2024, the Company, Bai Zhi HK, WFOE and WFOE’s subsidiary Zhejiang JRWP Industrial only recorded immaterial amount of assets and liabilities (including cash of $859, prepaid expense of $30,021, accrued expense of $29,619 and due to related parties of $20,010 as of March 31, 2024). In addition, there was no revenue generated by the Company, Bai Zhi HK and the WFOE during fiscal year 2024, and the operating expenses and net loss reported by the Company, Bai Zhi HK and the WFOE amounted to approximately $331,520 for the year ended March 31, 2024. As of September 30, 2024, the Company, Bai Zhi HK, WFOE and WFOE’s subsidiary Zhejiang JRWP Industrial only recorded immaterial amount of assets and liabilities (including cash of $6,691, prepaid expense of $277,813, due from related parties of $14,478, and due to related parties of $136,450 as of September 30, 2024). In addition, there was no revenue generated by the Company, Bai Zhi HK and the WFOE during the six months ended September 30, 2024, operating expenses and net loss reported by the Company, Bai Zhi HK and the WFOE amounted to approximately $351,421 for the six months ended September 30, 2024.  As a result, total assets and liabilities presented on the consolidated balance sheets and revenue, expenses, and net income presented on the consolidated statement of comprehensive income as well as the cash flows from operating, investing and financing activities presented on the consolidated statement of cash flows are substantially the financial position, operating results and cash flows of the VIEs and the VIEs’ subsidiaries as of and for the six months ended September 30, 2024 and the year ended March 31, 2024.

Each of the VIE Agreements is described in detail below:

Exclusive Business Cooperation Agreement

Pursuant to the Exclusive Technology and Consulting Service Agreements between Zhejiang JRWP Industrial and the VIEs, Zhejiang JRWP Industrial provides the VIEs with exclusive technical support, consultation services and related services in the area of, including, but not limited to, human resources, intellectual property, IT, training and technical support, marketing consulting services, general advice and assistance relating to management and operation of the VIEs’ business, and other consultations and services which are necessary for the VIEs’ business. For services rendered to the VIEs by Zhejiang JRWP Industrial under the Exclusive Business Cooperation Agreements, Zhejiang JRWP Industrial is entitled to collect a service fee equal to 100% of the net income of the VIEs, which is the VIEs’ earnings before corporate income tax, being the revenues after deduction of operating costs, expenses and other taxes. In addition, during the term of the Exclusive Business Cooperation Agreements, Zhejiang JRWP Industrial shall bear all risk arising from or in connection with the VIEs’ business operation, including providing financial support to the VIEs in the event that the VIEs have operating losses or insufficient funds to repay their debts.

Each of the Exclusive Business Cooperation Agreements became effective upon execution by the parties thereto and shall remain effective unless terminated in accordance with its term or by Zhejiang JRWP Industrial.

The Exclusive Business Cooperation Agreements do not prohibit related party transactions. Upon the establishment of the audit committee at the consummation of this offering, our audit committee will be required to review and approve in advance any related party transactions, including transactions involving Zhejiang JRWP Industrial or the VIEs.

Equity Interest Pledge Agreement

Under the Equity Interest Pledge Agreements between Zhejiang JRWP Industrial and the shareholders of the VIEs, together holding 100% of the equity in each of the VIEs, the shareholders of the VIEs pledged their equity in the VIEs to Zhejiang JRWP Industrial to guarantee the performance of the VIEs’ obligations under the Exclusive Business Cooperation Agreements, the Exclusive Option Agreements, and the Powers of Attorney. Under the terms of the Equity Interest Pledge Agreements, in the event that the VIEs or the shareholders of the VIEs breach their respective contractual obligations under the Exclusive Business Cooperation Agreements, the Exclusive Option Agreements, and the Powers of Attorney, Zhejiang JRWP Industrial, as pledgee, will be entitled to certain rights, including, but not limited to, the right to collect dividends generated by the pledged equity. The shareholders of the VIEs also agreed that upon occurrence of any event of default, as set forth in the Equity Interest Pledge Agreements, Zhejiang JRWP Industrial is entitled to dispose of the pledged equity in accordance with applicable PRC laws. The shareholders of the VIEs further agreed not to assign the pledged equity prior to the full payment of the service fees.

Each of the Equity Interest Pledge Agreements are effective until the fulfillment of all contract obligations and the full payment of all secured indebtedness by the shareholders of the applicable VIE and the applicable VIE under such Exclusive Business Cooperation Agreement, Exclusive Option Agreement, Power of Attorney, and Entrusted Management Service Agreement.

The purposes of the Equity Interest Pledge Agreements are to (1) guarantee the performance of the VIEs’ obligations under the Exclusive Business Cooperation Agreements, (2) make sure the shareholders of the VIEs do not transfer or assign the pledged equity, or create or allow any encumbrance that would prejudice Zhejiang JRWP Industrial’s interests without Zhejiang JRWP Industrial’s prior written consent, and (3) provide Zhejiang JRWP Industrial control over the VIEs. In the event the VIEs or the shareholders of the VIEs breach their contractual obligations under the Exclusive Business Cooperation Agreements, the Exclusive Option Agreements, or the Power of Attorneys, Zhejiang JRWP Industrial will be entitled to dispose of the pledged equity in accordance with relevant PRC laws.

As of the date of this prospectus, the equity pledges under the Equity Interest Pledge Agreement have not been registered with the competent PRC regulatory authority, and we are not aware of any action, claim, investigation or penalty being conducted or threatened by any government authorities against any PRC operating entity regarding not registering the equity pledges.

Exclusive Option Agreement

Under the Exclusive Option Agreements, the shareholders of the VIEs, together holding 100% of the shares in each of the VIEs, irrevocably granted Zhejiang JRWP Industrial (or its designee) an exclusive option to purchase, to the extent permitted under PRC law, once or at multiple times, at any time, part or all of the equity they hold in the applicable VIE in consideration of the payment of RMB10. The purchase price shall be the lowest price permitted by the laws of China.

Under the Exclusive Option Agreements, Zhejiang JRWP Industrial may at any time under any circumstances, purchase or have its designee purchase, at its discretion, to the extent permitted under PRC law, all or part of the equity held by the shareholders of the VIEs in the VIEs. The Exclusive Option Agreements, together with the Equity Interest Pledge Agreements, the Exclusive Business Cooperation Agreements, and the Powers of Attorney, enable Zhejiang JRWP Industrial to exercise effective control over the VIEs.

Each of the Exclusive Option Agreements remains effective until all the equity of the applicable VIE is legally transferred under the name of Zhejiang JRWP Industrial and/or other entity or individual designated by it.

Power of Attorney

Pursuant to the Powers of Attorney, the shareholders of the VIEs unconditionally and irrevocably entrust Zhejiang JRWP Industrial or Zhejiang JRWP Industrial’s designee to exercise all their rights as the shareholders of the VIEs under the articles of association of the applicable VIEs, including without limitation to: (a) propose to hold a shareholders’ meeting in accordance with the articles of association of the applicable VIE and attend shareholders’ meeting of the applicable VIE as the agent and attorney of the shareholders of the applicable VIE; (b) exercise all shareholders’ voting rights with respect to all matters to be discussed and voted in the shareholders’ meeting of the applicable VIE, including, but not limited to, the right to designate and appoint the director, the chief executive officer and other senior management members of the applicable VIE; (c) exercise other voting rights the shareholders are entitled to under the laws of China promulgated from time to time; and (d) exercise other voting rights the shareholders are entitled to under the articles of associations of the applicable VIE from time to time.

Each of the Powers of Attorney remains effective within the term during which the shareholders of the applicable VIE remain shareholders of such VIE.

Spousal Consent

The spouses of the shareholders of the VIEs agreed, via the spousal consent letters, to the execution of the “Transaction Documents” including: (a) the Equity Interest Pledge Agreements entered into with Zhejiang JRWP Industrial and the VIEs; (b) the Exclusive Option Agreement entered into with Zhejiang JRWP Industrial and the VIEs; and (c) the Powers of Attorney entered into with Zhejiang JRWP Industrial and the VIEs, and the disposal of the equity of the VIEs held by the shareholder of the VIEs and registered in his or her names.

The spouses of the shareholders of the VIEs further undertook not to make any assertions in connection with the equity of the VIEs which are held by the shareholders of the VIEs. The spouses of applicable shareholders of the VIEs confirmed that the shareholders can perform, amend, or terminate the Transaction Documents without their authorization or consent. They undertook to execute all necessary documents and take all necessary actions to ensure appropriate performance of the agreements.

Risks Associated with Our Corporate Structure and the VIE Agreements

Because we do not directly hold equity interests in the VIEs and the VIE Subsidiaries, we are subject to risks and uncertainties of the interpretations and applications of PRC laws and regulations, including but not limited to, regulatory review of overseas listing of PRC companies through special purpose vehicles, and the validity and enforcement of the VIE Agreements. We are also subject to the risks and uncertainties about any future actions of the PRC government in this regard that could disallow the VIE structure, which would likely result in a material change in our operations, and the value of our Class A Ordinary Shares may depreciate significantly or become worthless. The VIE Agreements have not been tested in a court of law in China as of the date of this prospectus.

The VIE Agreements may not be as effective as direct ownership in providing operational control. For instance, a VIE and the shareholders of such VIE could breach their VIE Agreements with Zhejiang JRWP Industrial by, among other things, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental to our interests. The shareholders of the VIEs may not act in the best interests of our Company or may not perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate certain portions of our business through the VIE Agreements with the VIEs. In the event that the VIEs or the shareholders of the VIEs fail to perform their respective obligations under the VIE Agreements, we may have to incur substantial costs and expend additional resources to enforce such arrangements. In addition, even if legal actions are taken to enforce such arrangements, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state. See “Risk Factors—Risks Relating to Our Corporate Structure—If the PRC government deems that the contractual arrangements between Zhejiang JRWP Industrial and the VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.” and “Risk Factors—Risks Relating to Doing Business in the PRC—Our VIE Agreements are governed by PRC law. Accordingly, these contracts would be interpreted in accordance with PRC law, and any disputes would be resolved in accordance with PRC legal procedures.”

We are subject to certain legal and operational risks associated with being based in China, which could cause the value of our securities to significantly decline or become worthless. PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and as a result these risks may result in material changes in the operations of the VIEs and their Subsidiaries, significant depreciation or a complete loss of the value of our Class A Ordinary Shares, or a complete hindrance of our ability to offer, or continue to offer, our securities to investors. Recently, the PRC government adopted a series of regulatory actions and issued statements to regulate business operations in China with little advance notice, 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. As confirmed by our PRC counsel, DOCVIT, as of the date of this prospectus, we, our subsidiaries, and the VIEs and their subsidiaries have not been involved in any investigations related to the cybersecurity review initiated by any PRC regulatory authority, nor has any of them received any inquiry, notice, or sanction related to the cybersecurity review under the Cybersecurity Review Measures (2021 version). As confirmed by our PRC counsel, DOCVIT, we are not subject to cybersecurity review with the CAC under the Cybersecurity Review Measures that became effective on February 15, 2022, since we currently do not have over one million users’ personal information and do not anticipate that we will be collecting over one million users’ personal information in the foreseeable future, which we understand might otherwise subject us to the Cybersecurity Review Measures; we are also not subject to network data security review by the CAC if the Security Administration Draft are enacted as proposed, since we currently do not have over one million users’ personal information and do not collect data that affects or may affect national security and we do not anticipate that we will be collecting over one million users’ personal information or data that affects or may affect national security in the foreseeable future, which we understand might otherwise subject us to the Security Administration Draft. See “Risk Factors—Risks Related to Our Business and Industry—The PRC operating entities may become subject to different laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. They may be liable for improper use or appropriation of personal information provided by their customers.”

On February 17, 2023, CSRC promulgated the New Administrative Rules Regarding Overseas Listings, which came into effect on March 31, 2023. The New Administrative Rules Regarding Overseas Listings refine the regulatory system for domestic company’s overseas offering and listing by subjecting both direct and indirect overseas offering and listing activities to the filing-based administration, and clearly defines the circumstances where provisions for direct and indirect overseas offering and listing apply and relevant regulatory requirements. According to the New Administrative Rules Regarding Overseas Listings, we are required to file with the CSRC. We filed with the CSRC on May 9, 2024, received the first round of comments from the CSRC on June 4, 2024 and responded to CSRC's comments on July 15, 2024, and received the second round of comments from the CSRC on August 27, 2024 and responded on September 6, 2024. See “Prospectus Summary—Permits or Filing Procedure Required from the PRC Authorities,” “Risk Factors—Risks Relating to Doing Business in the PRC The approval, filing, or other procedures of the CSRC or other PRC regulatory authorities may be required in connection with this offering under PRC laws, regulations, and rules,” and “Regulations—Regulations on Overseas Listings.”

In addition, our Class A Ordinary Shares may be prohibited from trading on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors for two consecutive years beginning in 2022. On December 16, 2021, the PCAOB issued a report on its determinations that it was unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, a Special Administrative Region of the PRC, because of positions taken by PRC authorities in those jurisdictions. Our auditor, Simon & Edward, is an independent registered public accounting firm with the PCAOB and has been inspected by the PCAOB on a regular basis, with the last inspection in April 2023. Our auditor is not headquartered in China or Hong Kong and was not identified in this report as a firm subject to the PCAOB’s determination. As a firm registered with the PCAOB, Simon & Edward is subject to laws in the United States which provide that the PCAOB shall conduct regular inspections to assess the auditor’s compliance with the applicable professional standards. The PCAOB currently has access to inspect the working papers of our auditor. As such, as of the date of this prospectus, this offering is not affected by the HFCA Act and related regulations. However, there is a risk that our auditor cannot be inspected by the PCAOB in the future. If trading in our Class A Ordinary Shares is prohibited under the Holding Foreign Companies Accountable Act in the future because the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time, Nasdaq may determine to delist our Class A Ordinary Shares and trading in our Class A Ordinary Shares could be prohibited. On August 26, 2022, the CSRC, the MOF, and the PCAOB signed the Protocol, governing inspections and investigations of accounting firms based in mainland China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. On December 29, 2022, President Biden signed into law the Consolidated Appropriations Act, amending the HFCA Act and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and is making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCA Act, if needed. See “Risk Factors—Risks Relating to Doing Business in the PRC— The Class A Ordinary Shares may be delisted under the HFCA Act if the PCAOB is unable to inspect auditors or their affiliates that are located in mainland China. The delisting of the Class A Ordinary Shares, or the threat of such delisting, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections deprives our investors of the benefits of such inspections.”

Summary of Risk Factors

Investing in our Class A Ordinary Shares involves significant risks. You should carefully consider all of the information in this prospectus before making an investment in our Class A Ordinary Shares. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully in the section titled “Risk Factors.”

Risks Relating to Doing Business in the PRC (for a more detailed discussion, see “Risk Factors—Risks Relating to Doing Business in the PRC” beginning on page 26 of this prospectus)

We face risks and uncertainties relating to doing business in the PRC in general, including, but not limited to, the following:

Risks Related to Our Business and Industry (for a more detailed discussion, see “Risk Factors—Risks Related to Our Business and Industry” beginning on page 35 of this prospectus)

We are subject to risks and uncertainties related to our corporate structure, including, but not limited to, the following:

Risks Related to Our Corporate Structure (for a more detailed discussion, see “Risk Factors—Risks Related to Our Corporate Structure” beginning on page 43 of this prospectus)

Risks Relating to this Offering and the Trading Market (for a more detailed discussion, see “Risk Factors—Risks Relating to this Offering and the Trading Market” beginning on page 48 of this prospectus)

In addition to the risks described above, we are subject to general risks and uncertainties relating to this offering and the trading market, including, but not limited to, the following:

Impact of the COVID-19 Pandemic on Our Operations and Financial Performance

Our business operations were materially and adversely affected by the COVID-19 pandemic that we experienced from 2020 to early 2023. The World Health Organization declared the COVID-19 a pandemic on March 11, 2020, after the virus speeded from China to other countries around the world. Given the high public health risks associated with the disease, governments around the world have imposed various degrees of restrictions and other quarantine measures to try to contain the spread of COVID-19.

The COVID-19 pandemic previously adversely affected our business operations in the following aspects:

Although the spread of COVID-19 appears to be under control as of the date of this prospectus, the extent to which the COVID-19 pandemic may impact the Company’s future financial results will depend on future developments, such as new information on the effectiveness of the mitigation strategies, the duration, spread, severity, and recurrence of COVID-19 and any COVID-19 variants, the related travel advisories and restrictions, the overall impact of the COVID-19 pandemic on the global economy and capital markets, and the efficacy of COVID-19 vaccines, which may also take extended time to be widely and adequately distributed, all of which remain highly uncertain and unpredictable. Given this uncertainty, the Company is currently unable to quantify the expected impact of the COVID-19 pandemic on its future operations, financial condition, liquidity, and results of operations.

Permits or Filing Procedure Required from the PRC Authorities

As of the date of this prospectus, the PRC operating entities have obtained all permits, approvals and filing required by Chinese authorities for our business operation under the current applicable laws in effect, including (i) business licenses, (ii) ICP license (see “Regulations—Regulations Relating to Value-Added Telecommunication Services), and (iii) franchise filing. In addition, as of the date of this prospectus, the PRC operating entities have not been denied any permits or approvals. However, we cannot assure you that the operating entity will be able to receive clearance for any additional compliance requirements in a timely manner, or at all, if it is required to obtain other licenses, permits or approvals to engage in the industry it currently operates in. Any failure of the operating entity to fully comply with such compliance requirements may cause the operating entity to be unable to begin new businesses or operations in the PRC, subject them to fines, subject relevant new businesses or operations to suspension for rectification, or other sanctions. See “Risk Factors—Risks Relating to Doing Business in the PRC—We are subject to the PRC laws and regulations which may change in the future. Any non-compliance thereof could materially and adversely affect us.” of this prospectus.

As advised by our PRC counsel, DOCVIT, other than (i) business licenses, (ii) ICP license, and (iii) franchise filing, which are requisite for a domestic company in China to engage in the businesses similar to ours,  and those related to the Trial Administrative Measures, our Company, and the PRC operating entities are not required to obtain any other permits from Chinese governmental authorities, including the CSRC, CAC or any other governmental authorities that is required to approve our current business operations in China based on the laws and regulations currently in effect as of the date of this prospectus. However, if our Company and the PRC operating entities do not receive or maintain the approvals, or we inadvertently conclude that such approvals are not required, or applicable laws, regulations, or interpretations change such that our Company and the PRC operating entities are required to obtain approvals in the future, we may be subject to investigations by competent governmental authorities, fines or penalties, ordered to suspend our relevant operations and rectify any non-compliance, prohibited from engaging in relevant business or conducting any offering, and these risks could result in a material adverse change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.

Recently, the PRC government adopted a series of regulatory actions and issued statements to regulate business operations in China with little advance notice, 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. On December 28, 2021, 13 governmental departments of the PRC, including the CAC, issued the Cybersecurity Review Measures, which became effective on February 15, 2022. As confirmed by our PRC counsel, DOCVIT, as of the date of this prospectus, neither we nor our subsidiaries have been involved in any investigations on cybersecurity review initiated by any PRC regulatory authority, nor has any of them received any inquiry, notice, or sanction related to cybersecurity review under the Cybersecurity Review Measures. Furthermore, the CAC released the Regulations for the Administration of Network Data Security (Exposure Draft) on November 14, 2021, and Regulation on Network Data Security Management published on September 24, 2024 and became effective on January 1, 2025, which stipulates that where network data handlers carry out network data processing activities that affect or may affect national security, they shall undergo a national security review in accordance with relevant national regulations. Handlers of important data shall conduct risk assessment of their network data handling activities on an annual basis and submit risk assessment reports to the competent authorities at or above the provincial level, which shall in turn promptly notify the cyberspace administration and the public security organ at the same level. The risk assessment report shall include the following aspects: (1) basic information of the network data handler, information of the management body for network data security, and the name and contact information of the person in charge of network data security; (2) the purpose, type, quantity, method, scope, storage period and storage location etc. of the important data handled as well as the information on network data handling activities carried out, excluding the contents of network data themselves, (3) management systems for network data security and the implementation thereof, technical measures such as encryption, backup, label identification, access control, security authentication and other necessary measures and the effectiveness thereof; (4) network data security risks discovered, network data security incidents that have occurred and the handling thereof; (5) risk assessment of the provision, entrusted handling and joint handling of important data; (6) cross-border transmission of network data; and (7) other information to be reported as specified by the competent authority. As confirmed by our PRC counsel, DOCVIT, we are not subject to cybersecurity review by the CAC under the Cybersecurity Review Measures, nor are we subject to network data security by the CAC if the Security Administration Draft is enacted as proposed, since the Company’s business does not involve processing users’ personal information and it is not deemed as a CIIO, nor is it an online platform operator with personal information of no less than one million users. See “Risk Factors—Risks Relating to Doing Business in the PRC—The PRC operating entities may become subject to different laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. They may be liable for improper use or appropriation of personal information provided by their customers.” 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 laws and regulations will have on the daily business operations of our PRC operating entities, their ability to accept foreign investments, and our listing on a U.S. exchange. The SCNPC or PRC regulatory authorities may in the future promulgate laws, regulations, or implementing rules that require us and our subsidiaries to obtain regulatory approval from Chinese authorities before listing in the U.S. 

On February 17, 2023, CSRC promulgated the New Administrative Rules Regarding Overseas Listings, which came into effect on March 31, 2023. The New Administrative Rules Regarding Overseas Listings refine the regulatory system for domestic company’s overseas offering and listing by subjecting both direct and indirect overseas offering and listing activities to the filing-based administration, and clearly defines the circumstances where provisions for direct and indirect overseas offering and listing apply and relevant regulatory requirements.

According to the New Administrative Rules Regarding Overseas Listings, among other things, a domestic company in the PRC that seeks to offer and list securities in overseas markets shall fulfill the filing procedure with the CSRC as per requirement of the Trial Administrative Measures. Where a domestic company seeks to directly offer and list securities in overseas markets, the issuer shall file with the CSRC. Where a domestic company seeks to indirectly offer and list securities in overseas markets, the issuer shall designate a major domestic operating entity, which shall, as the domestic responsible entity, file with the CSRC. Initial public offerings or listings in overseas markets shall be filed with the CSRC within three working days after the relevant application is submitted overseas. If an issuer offers securities in the same overseas market where it has previously offered and listed securities subsequently, filings shall be made with the CSRC within three working days after the offering is completed. Upon occurrence of any material event, such as change of control, investigations or sanctions imposed by overseas securities regulatory agencies or other relevant competent authorities, change of listing status or transfer of listing segment, or voluntary or mandatory delisting, after an issuer has offered and listed securities in an overseas market, the issuer shall submit a report thereof to CSRC within three working days after the occurrence and public disclosure of such event. If the issuer meets both of the following conditions, the overseas offering and listing shall be determined as an indirect overseas offering and listing by a domestic company: (i) any of the total assets, net assets, revenues or profits of the domestic operating entities of the issuer in the most recent accounting year accounts for more than 50% of the corresponding figure in the issuer’s audited consolidated financial statements for the same period; (ii) its major operational activities are carried out in China or its main places of business are located in China or the senior managers in charge of operation and management of the issuer are mostly Chinese citizens or are domiciled in China. Based on the advice of our PRC counsel, DOCVIT, as the PRC operating entities accounted for more than 50% of our consolidated revenues, profit, total assets or net assets for the last two fiscal years ended March 31, 2024 and 2023, and the key components of our operations are carried out in the PRC, this offering is considered an indirect offering by domestic companies and we are therefore subject to the filing requirements for this offering under the New Administrative Rules Regarding Overseas Listings. Based on the foregoing, we are required to complete necessary filing procedures pursuant to the Trial Administrative Measures. This offering is contingent upon the completion of our filing with and the approval from the CSRC. We filed with the CSRC on May 9, 2024, received the first round of comments from the CSRC on June 4, 2024 and responded to CSRC's comments on July 15, 2024, and received the second round of comments from the CSRC on August 27, 2024 and responded on September 6, 2024. See “Risk Factors—Risks Relating to Doing Business in the PRC—The approval, filing, or other procedures of the CSRC or other PRC regulatory authorities may be required in connection with this offering under PRC laws, regulations, and rules” and “Regulations—Regulations on Overseas Listings.” We have been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC or any other PRC governmental authorities required for overseas listings, including this offering. As of the date of this prospectus, we have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering from the CSRC or other PRC governmental authorities. However, there remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities, including but not limited to the New Administrative Rules Regarding Overseas Listings. Although we endeavor to comply with all the applicable laws and regulations, if (i) the PRC operating entities do not receive or maintain applicable permits or approvals for our operation and to offer the securities being registered to foreign investors, or (ii) we inadvertently conclude that such permits or approvals are not required, or applicable laws, regulations, or interpretations change and the PRC operating entities are required to obtain permits or approvals in the future, the PRC operating entities’ business operation may be materially affected. There can be no assurance that we or the PRC operating entities can obtain all requisite approvals without material disruption to the operating entity’s business. Therefore, any failure to obtain all requisite approvals may significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless. See “Risk Factors—Risks Relating to Doing Business in the PRC—The approval, filing, or other procedures of the CSRC or other PRC regulatory authorities may be required in connection with this offering under PRC laws, regulations, and rules,” “Risk Factors—Risks Relating to Doing Business in the PRC—We are subject to the PRC laws and regulations which may change in the future. Any non-compliance thereof could materially and adversely affect us,” and “Risk Factors—Risks Relating to Doing Business in the PRC—The PRC government’s oversight of our business operation in mainland China.” Since these statements and regulatory actions are newly published, it is highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our subsidiaries, our ability to accept foreign investments, and our listing on a U.S. exchange. Therefore, we cannot assure you that we will be able to complete the filings for this offering. If we do not receive or maintain such approval, or inadvertently conclude that such approval is not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future, we may be subject to an investigation by competent regulators, fines or penalties, or an order prohibiting us from conducting an offering, and these risks could result in a material adverse change in our operations and the value of our Ordinary Shares, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless. See “Risk Factors—Risks Relating to Doing Business in the PRC,” and “Risk Factors—Risks Relating to this Offering and the Trading Market” for more information. Notwithstanding the foregoing, as of the date of this prospectus, according to DOCVIT, except for the filing procedures with the CSRC and reporting of relevant information according to the Trial Administrative Measures, no relevant PRC laws or regulations in effect require that we obtain permits from any PRC authorities to issue securities to foreign investors, and we have not received any inquiry, notice, warning, sanction, or any regulatory objection to this offering from the CSRC, the CAC, or any other PRC authorities that have jurisdiction over our operations. Since these statements and regulatory actions are newly published, however, official guidance and related implementation rules have not been issued. It is highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our subsidiaries and the VIEs and the VIE Subsidiaries, our ability to accept foreign investments, and our listing on a U.S. exchange. The SCNPC or PRC regulatory authorities may in the future promulgate laws, regulations, or implementing rules that require us, our subsidiaries, or the VIEs and the VIE Subsidiaries to obtain regulatory approval from Chinese authorities for listing in the U.S. If we do not receive or maintain the approval, or inadvertently conclude that such approval is not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future, we may be subject to an investigation by competent regulators, fines or penalties, or an order prohibiting us from conducting an offering, and these risks could result in a material adverse change in our operations and the value of our Class A Ordinary Shares, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.

Dividends or Distributions Made to Our Company and U.S. Investors and Tax Consequences

As of the date of this prospectus, none of the operating entities has made any dividends or distributions to our Company and our Company has not made any dividends or distributions to our shareholders. We intend to keep any future earnings to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future. See also “Selected Consolidated Financial Schedule of Jingrui Wang Pu and its Subsidiaries, the VIEs, and the VIE Subsidiaries” below and our consolidated financial statements for the six months ended September 30, 2024 and 2023, and the fiscal years ended March 31, 2024 and 2023. As such, we have not instituted any cash management policies that dictate how funds are transferred among our Company, the subsidiaries, or the VIEs. Subject to the passive foreign investment company (“PFIC”) rules, the gross amount of distributions we make to investors with respect to our Class A Ordinary Shares (including the amount of any taxes withheld therefrom) will be taxable as a dividend, to the extent that the distribution is paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles.

Under Cayman Islands law, a Cayman Islands company may pay a dividend on its shares out of either profit or share premium amount, provided that in no circumstances may a dividend be paid if this would result in, immediately following the date on which the dividend is proposed to be paid, the company being unable to pay its debts as they fall due in the ordinary course of business.

If we determine to pay dividends on any of our Class A Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from the VIEs to WFOE in accordance with the VIE agreements, and depends on the receipt of funds from our Hong Kong subsidiary, Bai Zhi HK.

Current PRC regulations permit our PRC subsidiary to pay dividends to Bai Zhi HK only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our PRC subsidiary and the PRC operating entities in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital.

The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. For instance, the Circular on Promoting the Reform of Foreign Exchange Management and Improving Authenticity and Compliance Review, or “SAFE Circular 3,” issued on January 26, 2017, provides that banks shall, when dealing with dividend remittance transactions from a domestic enterprise to its offshore shareholders of more than $50,000, review the relevant board resolutions, original tax filing form, and audited financial statements of such domestic enterprise based on the principal of genuine transaction. Furthermore, if our PRC subsidiary and the operating entities incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. If we or our PRC subsidiary are unable to receive all of the revenue from our operations, we may be unable to pay dividends on our Class A Ordinary Shares.

Cash dividends, if any, on our Class A Ordinary Shares will be paid in U.S. dollars. Bai Zhi HK may be considered a non-resident enterprise for tax purposes, so that any dividends Zhejiang JRWP Industrial pays to Bai Zhi HK may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10%. See “Material Income Tax Consideration—People’s Republic of China Enterprise Taxation.”

In order for us to pay dividends to our shareholders, we will rely on payments made from the VIEs to Zhejiang JRWP Industrial, pursuant to contractual arrangements between them, the distribution of such payments to WFOE as dividends from Zhejiang JRWP Industrial, and the distribution of such payments to Bai Zhi HK as dividends from WFOE, and then to our Company. If the VIEs or the VIE Subsidiaries incur debt on their own in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.

Pursuant to the Arrangement Between the Mainland of 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 Incomes, or the “Double Tax Avoidance Arrangement,” the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC project. The 5% withholding tax rate, however, does not automatically apply and certain requirements must be satisfied, including without limitation that (a) the Hong Kong project must be the beneficial owner of the relevant dividends; and (b) the Hong Kong project must directly hold no less than 25% share ownership in the PRC project during the 12 consecutive months preceding its receipt of the dividends. In current practice, a Hong Kong project must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Avoidance Arrangement with respect to any dividends paid by our PRC subsidiary to its immediate holding company, Bai Zhi HK. As of the date of this prospectus, we have not applied for the tax resident certificate from the relevant Hong Kong tax authority. Bai Zhi HK intends to apply for the tax resident certificate if and when Zhejiang JRWP Industrial plans to declare and pay dividends to Bai Zhi HK. See “Risk Factors—Risks Relating to Doing Business in the PRC—We may be deemed to be a PRC resident enterprise under the Enterprise Income Tax Law, and be subject to the PRC taxation on our worldwide income, which may significantly increase our income tax expenses and materially decrease our profitability” and “Regulations—Regulations Relating to Taxation—PRC Dividend Withholding Tax.”

Our Company’s ability to settle amounts owed under the VIE Agreements relies upon payments made from the VIEs to Zhejiang JRWP Industrial in accordance with the VIE Agreements. For services rendered to the VIEs by Zhejiang JRWP Industrial under the Exclusive Business Cooperation Agreements, Zhejiang JRWP Industrial is entitled to collect a service fee equal to 100% of the net income of each of the VIEs, which is the applicable VIE’s earnings before corporate income tax, being the revenues after deduction of operating costs, expenses and other taxes. Pursuant to the Exclusive Option Agreements, Zhejiang JRWP Industrial may at any time under any circumstances, purchase or have its designee purchase, at its discretion, to the extent permitted under PRC law, all or part of the equity of the shareholders of the applicable VIE in such VIE. For restrictions and limitations on our ability to settle amounts owed under the VIE Agreements, please see “Risk Factors—Risks Relating to Our Corporate Structure—If the PRC government deems that the VIE Agreements between Zhejiang JRWP Industrial and the VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations” and “Risk Factors—Risks Relating to Doing Business in the PRC—Our VIE Agreements are governed by PRC law. Accordingly, these contracts would be interpreted in accordance with PRC law, and any disputes would be resolved in accordance with PRC legal procedures.”

Selected Consolidated Financial Schedule of Jingrui Wang Pu and its Subsidiaries, the VIEs, and the VIE Subsidiaries

The following tables present selected condensed consolidated financial data of Jingrui Wang Pu and its subsidiaries and the VIEs for the six months ended September 30, 2024 and 2023, and for the fiscal years ended March 31, 2024 and 2023. Jingrui Wang Pu records its investments in its subsidiaries under the equity method. Such investments are presented in the selected condensed consolidated balance sheets of Jingrui Wang Pu as “Investments in subsidiaries and the VIEs” and the profit of the subsidiaries is presented as “Income for equity method investment” in the selected condensed consolidated statements of operations. Pursuant to the VIE Agreements, Jingrui Wang Pu’s wholly owned subsidiary, Zhejiang JRWP Industrial, has the exclusive right to provide the VIEs services related to business operations, including electric appliance sales, electric appliance sales related consulting services and rental service and is entitled to consulting fees, which equal to 100% of the consolidated net income of the VIEs. Accordingly, for the six months ended September 30, 2024 and 2023, and for the years ended March 31, 2024 and 2023, WFOE recognized the income from VIEs representing net income of the VIEs and financial interest in VIEs since the commencement of the VIE Agreements.

SELECTED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

SELECTED CONDENSED CONSOLIDATED BALANCE SHEETS

SELECTED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

ROLL-FORWARD OF INVESTMENT IN SUBSIDIARIES AND THE VIES

Cash and Asset Transfers Among Our Company, Our Subsidiaries, and the VIEs

As of the date of this prospectus, our Company, our subsidiaries, and the VIEs have not distributed any earnings or settled any amounts owed under the VIE Agreements. Our Company, our subsidiaries, and the VIEs do not have any plan to distribute earnings or settle amounts owed under the VIE Agreements in the foreseeable future. As such, we have not instituted any cash management policies that dictate how funds are transferred among our Company, the subsidiaries, or the VIEs.

For the six months ended September 30, 2024 and 2023, and for the fiscal year ended March 31, 2024, cash was transferred from the PRC operating entities to us, amounting to approximately $0.4 million, $0.2 million and $0.3 million, respectively, and mainly used to pay professional service fees in connection with our anticipated offering. No cash transfer or transfer of other assets have occurred between our Company, our subsidiaries, and the VIEs during the fiscal year ended March 31, 2023. Funds were transferred among the VIEs and their subsidiaries, or the PRC affiliates, as intercompany loans, and used for working capital purposes and amounting to approximately $3.1 million, approximately $2.2 million and approximately $1.9 million as of September 30, 2024, March 31, 2024 and 2023, respectively. To the extent cash or assets in the business is in PRC or Hong Kong or an entity incorporated in PRC or Hong Kong, the funds or assets may not be available to fund operations or for other use outside of PRC or Hong Kong due to the imposition of restrictions and limitations on the ability of us, our subsidiaries, or the consolidated VIEs by the PRC regulatory authority to transfer cash or assets. See “Risk Factors—Risks Relating to Doing Business in the PRC—To the extent cash or assets in the business is in PRC or Hong Kong or an entity incorporated in PRC or Hong Kong, the funds or assets may not be available to fund operations or for other use outside of PRC or Hong Kong due to the imposition of restrictions and limitations on the ability of us, our subsidiaries, or the consolidated VIEs by the PRC regulatory authority within their scope of authority to transfer cash or assets.”

Current PRC regulations permit our PRC subsidiary, Zhejing JRWP Industrial, to pay dividends to Bai Zhi HK only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. Cash dividends, if any, on our Class A Ordinary Shares would be paid in U.S. dollars. The PRC government also imposes control on the conversion of Chinese currency, Renminbi, or “RMB,” into foreign currencies and the remittance of currencies out of the PRC. 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 SAFE in the PRC as long as certain procedural requirements are met. Approval from appropriate government authorities is required if 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. The PRC government may, at its discretion, impose restrictions on access to foreign currencies for current account transactions, and if this occurs in the future, we may not be able to pay dividends in foreign currencies to our shareholders. Furthermore, if any PRC operating entity incurs debt on its own in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments. Due to the above restrictions, if we are unable to receive payments from the PRC operating entities, we will not be able to pay dividends to our investors should we desire to do so in the future. For further details, see “Prospectus Summary—Dividends or Distributions Made to Our Company and U.S. Investors and Tax Consequences,” Summary of Risk Factors, “Risk Factors—Risks Relating to Doing Business in the PRC—We may rely on dividends and other distributions on equity paid by our PRC affiliates to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC affiliates to make payments to us could have a material and adverse effect on our ability to conduct our business,” and “Risk Factors—Risks Relating to Doing Business in the PRC—To the extent cash or assets in the business is in PRC or Hong Kong or an entity incorporated in PRC or Hong Kong, the funds or assets may not be available to fund operations or for other use outside of PRC or Hong Kong due to the imposition of restrictions and limitations on the ability of us, our subsidiaries, or the consolidated VIEs by the PRC regulatory authority within their scope of authority to transfer cash or assets.” In the future, cash proceeds raised from overseas financing activities, including the cash proceeds from this offering, may be transferred by us through our Hong Kong subsidiary to WFOE via capital contribution and loans subject to applicable regulatory approvals, as the case may be. WFOE then may transfer funds to the VIEs to meet the capital needs of their business operations.

Implications of Our Being an “Emerging Growth Company”

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 Jumpstart Our Business Startups Act of 2012, or 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:

We intend to take advantage of all 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 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 Shares held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

Controlled Company

The currently issued and outstanding Class B Ordinary Shares are beneficially owned by Mr. Haojia Liu, representing 84.34% of the aggregate voting power of our total issued and outstanding share capital as of the date hereof, and together with the Class A Ordinary Shares beneficially owned by Mr. Haojia Liu, 85.18%. Upon completion of this offering, Mr. Haojia Liu will beneficially own 83.92% of the aggregate voting power of our total issued and outstanding share capital, assuming no exercise of the underwriters’ over-allotment option, or 83.73% assuming full exercise of the underwriters’ over-allotment option. Mr. Liu will have the ability to control matters requiring shareholder approval, including the election of directors, amendment of memorandum and articles of association and approval of certain major corporate transactions. As a result, we will be deemed a “controlled company” for the purpose of the Nasdaq listing rules. If we are deemed a controlled company, we are permitted to elect to rely on certain exemptions from the obligations to comply with certain corporate governance requirements, including:

Although we do not intend to rely on the controlled company exemptions under the Nasdaq listing rules even if we are deemed a controlled company, we could elect to rely on these exemptions in the future, and if so, you would not have the same protection afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

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:

THE OFFERING

RISK FACTORS

An investment in our Class A Ordinary Shares involves a high degree of risk. Before deciding whether to invest in our Class A 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’s 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 cash flow could be materially and adversely affected, which could cause the trading price of our Class A Ordinary Shares to decline, resulting in a loss of all or part of your investment. The risks described below and discussed in other parts of this prospectus 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 Class A Ordinary Shares if you can bear the risk of loss of your entire investment.

Risks Relating to Doing Business in the PRC

The approval, filing, or other procedures of the CSRC or other PRC regulatory authorities may be required in connection with this offering under PRC laws, regulations, and rules.

On July 6, 2021, the General Office of the State Council, together with another regulatory authority, jointly promulgated the Opinions on Strictly Combating Illegal Securities Activities in Accordance with the Law, which calls for, among others, enhanced administration and supervision of overseas-listed China-based companies, proposes to revise the relevant regulation governing the overseas issuance and listing of shares by such companies, and clarifies the responsibilities of competent domestic industry regulators and government authorities.

On February 17, 2023, the CSRC released the New Administrative Rules Regarding Overseas Listings (the “Trial Administrative Measures”), which took effect on March 31, 2023. Pursuant to the Trial Administrative Measures, domestic companies that seek to list overseas, both directly and indirectly, should fulfill the filing procedure and report relevant information to the CSRC. Where a domestic company seeks to conduct indirect overseas offerings and listings, the issuer shall designate a major domestic operating entity. This entity shall act as the domestic responsible entity and be responsible for filing with the CSRC. If a domestic company fails to complete the filing procedure or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in charge, and other directly liable persons may also be subject to administrative penalties, such as warnings and fines. See “Regulations—Regulations on Overseas Listings.”

As advised by our PRC legal counsel, DOCVIT, according to the relevant PRC laws and regulations as of the date of this prospectus, our Offering will be deemed as an indirect overseas listing by a domestic company by the CSRC. We shall fulfill the filing procedure with the CSRC in accordance with the Trial Administrative Measures within three working days after the relevant application is submitted overseas. We filed with the CSRC on May 9, 2024, received the first round of comments from the CSRC on June 4, 2024 and responded to CSRC's comments on July 15, 2024, and received the second round of comments from the CSRC on August 27, 2024 and responded on September 6, 2024. However, we cannot assure you that we will be able to complete the filings for this offering. This offering is contingent upon the completion of our filing with and the receipt of approval from the CSRC.

If the filing procedure with the CSRC under the Trial Administrative Measures is required for any future offerings or any other capital raising activities, it is uncertain whether it would be possible for us to complete the filing, or how long it will take us to do so. Failure to complete the required filing may result in an investigation by the relevant authorities, as well as fines or penalties, and could lead to an order prohibiting us from conducting an offering. These risks have the potential to cause a material adverse change in our operations and the value of our Class A Ordinary Shares. Moreover, they could significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.

On February 24, 2023, the CSRC jointly with other relevant governmental authorities, promulgated the Confidentiality and Archives Management Provisions, which took effect on March 31, 2023. According to the Confidentiality and Archives Management Provisions, domestic companies, whether offering and listing securities overseas directly or indirectly, must strictly abide the applicable laws and regulations when providing or publicly disclosing, either directly or through their overseas listed entities, documents and materials to securities services providers such as securities companies and accounting firms or overseas regulators in the process of their overseas offering and listing. If such documents or materials contain any state secrets or government authorities work secrets, domestic companies must obtain the approval from competent governmental authorities according to the applicable laws, and file with the secrecy administrative department at the same level with the approving governmental authority. Furthermore, the Confidentiality and Archives Management Provisions provide that securities companies and securities service providers shall fulfill the applicable legal procedures when providing overseas regulatory institutions and other relevant institutions and individuals with documents or materials containing any state secrets or government authorities work secrets or other documents or materials that, if divulged, will jeopardize national security or public interest. Since the Confidentiality and Archives Management Provisions were promulgated recently, substantial uncertainties still exist with respect to the interpretation and implementation of such provisions and how they will affect us.

Since these statements and regulatory actions are newly published, however, official guidance and related implementation rules have not been issued. It is highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our subsidiaries and the VIEs, our ability to accept foreign investments, and our listing on a U.S. exchange. The Standing Committee of the National People’s Congress (the “SCNPC”) or PRC regulatory authorities may in the future promulgate additional laws, regulations, or implementing rules that require us, our subsidiaries, or the VIEs to obtain regulatory approval from Chinese authorities before listing in the U.S. Any failure to obtain or delay in obtaining such approval, filing or completing such procedures for this Offering, or a rescission of any such approval or filing obtained by us, would subject us to sanctions by the CSRC or other PRC regulatory authorities. These regulatory authorities may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operating privileges in China, delay or restrict the repatriation of the Offering or future capital raising activities into China, or take other actions that could materially and adversely affect our business, financial condition, results of operations and prospects, as well as this Offering and the listing of the Class A Ordinary Shares.

The CSRC or other PRC regulatory authorities may also take actions requiring us, or making it advisable for us, to halt this offering or future capital raising activities before settlement and delivery of the Class A Ordinary Shares we are offering hereby. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that settlement and delivery may not occur. In addition, if the CSRC or other regulatory authorities later promulgate new rules or explanations requiring that we obtain their approvals or accomplish the required filing or other regulatory procedures for this offering or future capital raising activities, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Such procedures for obtaining the waiver remain unclear. Any uncertainties or negative publicity regarding such approval, filing or other requirements could materially and adversely affect our business, prospects, financial condition, reputation, and this offering and the listing of the Class A Ordinary Shares.

The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make 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 M&A 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 MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. For example, the M&A Rules require that MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise, if (i) any important industry is concerned, (ii) such transaction involves factors that impact or may impact national economic security, or (iii) such transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand. Moreover, the Anti-Monopoly Law promulgated by the SCNPC effective in 2008 requires that transactions which are deemed concentrations and involve parties with specified turnover thresholds (i.e., during the previous fiscal year, (i) the total global turnover of all operators participating in the transaction exceeds RMB12 billion (approximately $70 billion). and at least two of these operators each had a turnover of more than RMB800 million (approximately $57 million) within China, or (ii) the total turnover within China of all the operators participating in the concentration exceeded RMB4 billion (approximately $285 million), and at least two of these operators each had a turnover of more than RMB800 million (approximately $57 million) must be cleared by MOFCOM before they can be completed.

Moreover, the Anti-Monopoly Law requires that the MOFCOM should be notified in advance of any concentration of undertaking if certain thresholds are triggered. In addition, the security review rules issued by the MOFCOM that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense 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 MOFCOM, 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 MOFCOM 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.

Our PRC counsel, DOCVIT, has advised us based on their understanding of the current PRC laws, rules and regulations that the CSRC’s prior approval is not required for the listing and trading of our Class A Ordinary Shares on Nasdaq in the context of this offering under the M&A Rules, given that: (i) our PRC operating entities was incorporated as a WFOE by means of direct investment rather than by merger or acquisition of equity interest or assets of a PRC domestic company owned by PRC companies or individuals as defined under the M&A Rules that are our beneficial owners; (ii) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this prospectus are subject to the M&A Rules; and (iii) no provision in the M&A Rules clearly classifies contractual arrangements as a type of transaction subject to the M&A Rules.

However, DOCVIT has further advised us that there remain some uncertainties as to how the M&A Rules will be interpreted or implemented in the context of an overseas offering and its opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. We cannot assure you that relevant PRC government agencies, including the CSRC, would reach the same conclusion as we do. If it is determined that CSRC approval is required for this offering under the M&A Rules, we may face sanctions by the CSRC or other PRC regulatory agencies for failing to seek CSRC approval for this offering. These sanctions may include fines and penalties on our operations in the PRC, limitations on our operating privileges in the PRC, delays in or restrictions on the repatriation of the proceeds from this offering into the PRC, restrictions on or prohibition of the payments or remittance of dividends by our PRC operating entities, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our Class A Ordinary Shares. Furthermore, the CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to halt this offering before the settlement and delivery of the Class A Ordinary Shares that we are offering. Consequently, if you engage in market trading or other activities in anticipation of and prior to the settlement and delivery of the Class A Ordinary Shares we are offering, you would be doing so at the risk that the settlement and delivery may not occur.

The PRC operating entities may become subject to different laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. They may be liable for improper use or appropriation of personal information provided by their customers.

The PRC operating entities may become subject to various PRC laws and regulations concerning privacy, data security, cybersecurity, and data protection. These laws and regulations are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us may change.

The PRC operating entities expect to obtain information about their operations, their employees, and third parties. The integrity and protection of their customers, employees, and their data is critical to the PRC operating entities’ business. Their customers and employees expect such personal information to be well protected. The PRC operating entities are also required by applicable laws to keep strictly confidential the personal information they collect, and to take adequate security measures to safeguard that.

The PRC Criminal Law, as amended by its Amendment 7 (effective on February 28, 2009) and Amendment 9 (effective on November 1, 2015), prohibits institutions, companies, and their employees from selling or otherwise illegally disclosing a citizen’s personal information obtained during performing duties or providing services, or obtaining such information through illegal ways. On November 7, 2016, the Standing Committee of the PRC National People’s Congress (“SCNPC”) issued the Cyber Security Law of the PRC, or CSL, which became effective on June 1, 2017. Pursuant to the Cyber Security Law, network operators must not, without users’ consent, collect their personal information, and may only collect users’ personal information necessary to provide their services. Providers are also obliged to provide security maintenance for their products and services and shall comply with provisions regarding the protection of personal information as stipulated under the relevant laws and regulations. The CSL is the first PRC law that systematically outlines the regulatory requirements on cybersecurity and data protection, subjecting many previously under-regulated or unregulated activities in cyberspace to government scrutiny. The legal consequences of violation of the CSL include penalties of warning, confiscation of illegal income, suspension of related business, winding up for rectification, shutting down websites, and revocation of business license or relevant permits.

The Civil Code of the PRC, enacted by the PRC National People’s Congress on May 28, 2020, and effective as of January 1, 2021, serves as the primary legal basis for privacy and personal information infringement claims under Chinese civil laws. PRC regulators like the Cyberspace Administration of China (“CAC”), the Ministry of Industry and Information Technology (“MIIT”), and the Ministry of Public Security (“MPS”) are increasingly focusing on regulation in the realms of data security and data protection.

Regulations regarding cybersecurity in the PRC are continuously evolving. Various regulatory bodies, such as the CAC, the MPS, and the State Administration for Market Regulation (“SAMR”), enforce data privacy and protection laws, each with their own set of evolving standards and interpretations. For example, the CAC enacted Cybersecurity Review Measures (2020) in April 2020, which took effect on June 1, 2020. Cybersecurity Review Measures (2021), promulgated on December 28, 2021 and became effective on February 15, 2022, which replace the Cybersecurity Review Measures (2020). These measures mandate that operators of critical information infrastructure must undergo a cybersecurity review when purchasing network products and services that could affect national security.

On June 10, 2021, the SCNPC promulgated the PRC Data Security Law, which took effect on September 1, 2021. The Data Security Law also sets forth the data security protection obligations for entities and individuals handling personal data, including that no entity or individual may acquire such data by stealing or other illegal means, and the collection and use of such data should not exceed the necessary limits. The costs of compliance with, and other burdens imposed by, CSL and any other cybersecurity and related laws may limit the use and adoption of the PRC operating entities’ products and services and could have an adverse impact on their business. Further, if the enacted version of the Cybersecurity Review Measures mandates clearance of cybersecurity review and other specific actions to be completed by companies like our PRC operating entities, the PRC operating entities face uncertainties as to whether such clearance can be timely obtained, or at all.

On December 28, 2021, the CAC promulgated the Cybersecurity Review Measures (2021), which became effective on February 15, 2022. Cybersecurity Review Measures (2021) stipulates that, in addition to “operator of critical information infrastructure (“CIIOs”)”, an online platform operator who possesses the personal information of more than 1 million users seeking offering and listing abroad should also be subject to cybersecurity review.

Furthermore, the CAC released the Regulations for the Administration of Network Data Security (Exposure Draft) on November 14, 2021, and Regulation on Network Data Security Management published on September 24, 2024 and became effective on January 1, 2025, which stipulates that where network data handlers carry out network data processing activities that affect or may affect national security, they shall undergo a national security review in accordance with relevant national regulations. Handlers of important data shall conduct risk assessment of their network data handling activities on an annual basis and submit risk assessment reports to the competent authorities at or above the provincial level, which shall in turn promptly notify the cyberspace administration and the public security organ at the same level. The risk assessment report shall include the following aspects: (1) basic information of the network data handler, information of the management body for network data security, and the name and contact information of the person in charge of network data security; (2) the purpose, type, quantity, method, scope, storage period and storage location etc. of the important data handled as well as the information on network data handling activities carried out, excluding the contents of network data themselves, (3) management systems for network data security and the implementation thereof, technical measures such as encryption, backup, label identification, access control, security authentication and other necessary measures and the effectiveness thereof; (4) network data security risks discovered, network data security incidents that have occurred and the handling thereof; (5) risk assessment of the provision, entrusted handling and joint handling of important data; (6) cross-border transmission of network data; and (7) other information to be reported as specified by the competent authority.

Under the Data Security Law that was enacted on September 1, 2021, as advised by DOCVIT, the PRC operating entities anticipate that they will not be subject to cybersecurity reviews by the CAC for this offering, for the following reasons: (i) their business operations do not involve the possession of more than 1 million individuals’ personal information; and (ii) the data they process does not impact national security and is unlikely to be classified as core or important data by the authorities. However, there remains uncertainty regarding how the Draft Measures may be interpreted or implemented, or whether new laws, regulations, or rules related to the Draft Measures may be adopted by PRC regulatory agencies, including the CAC. Should any such changes occur, the PRC operating entities are committed to taking all reasonable measures and actions to comply and minimize such adverse impact on their operations.

We cannot guarantee that PRC regulatory agencies, including the CAC, will take the same view as we do, and there is no assurance that we or the PRC operating entities can fully or timely comply with such laws. In the event that we or the PRC operating entities are subject to any mandatory cybersecurity review and other specific actions required by the CAC, we or the PRC operating entities face uncertainty as to whether any clearance or other required actions can be timely completed, or at all. Given such uncertainty, the PRC operating entities may be further required to suspend their relevant business, shut down their website, or face other penalties which could materially and adversely affect our business, financial condition, and results of operations.

The Foreign Investment Law of the People’s Republic of China (the “FIL”) may impact our current corporate structure, corporate governance, and business operations.

The FIL, which was adopted at the Second Session of the Thirteen National People’s Congress of the People’s Republic of China on March 15, 2019, is effective as of January 1, 2020. According to the FIL, a foreign invested enterprise (the “FIE”) refers to an enterprise incorporated under Chinese laws within the territory of China and with all or part of its investment from a foreign investor. 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 September 6, 2024, the NDRC and MOFCOM, jointly issued the Special Administrative Measures for Entry of Foreign Investment (Negative List) (2024 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 engages in any business where foreign investment is prohibited under the Negative List and seeks overseas offering or listing, it must obtain the approval from competent governmental authorities. According to NDRC, 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.

The novelty of the Trial Administrative Measures as well as with the interpretation and implementation of existing and future regulations in this regard may impact a PRC company listing and offerings overseas. 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’s indication of CSRC’s involvement in the approval process, there is also a lack of clarity on the application procedure. The Trial Administrative Measures, which provide for the filing procedures of the overseas offering and listing of a PRC company with the CSRC, is enacted. We will be required to submit a filing with the CSRC in connection with this offering within three business days after the submission this this registration statement. See “Risk Factors—Risks Relating to Doing Business in the PRC—The approval, filing, or other procedures of the CSRC or other PRC regulatory authorities may be required in connection with this offering under PRC laws, regulations, and rules” and “Regulations—Regulations on Overseas Listings.” 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.

We are subject to the PRC laws and regulations which may change in the future. Any non-compliance thereof could materially and adversely affect us.

Our operations in mainland China are governed by PRC laws and regulations. The PRC affiliates are governed by PRC laws and regulations. The VIE and its subsidiaries in the PRC are FIEs and are subject to laws and regulations applicable to foreign investment in China and, in particular, laws applicable to the FIEs. The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but do not have binding authority. PRC laws, rules and regulations may evolve in the future, and any non-compliance with any existing or new laws and regulations could materially and adversely affect our business.

There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing the business of PRC operating entities, and the enforcement and performance of the contracts between the PRC operating entities and their customers in certain circumstances. The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement could be unpredictable, with little advance notice. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and the PRC operating entities’ business may be affected if the laws and regulations they rely on are subsequently adopted or interpreted in a manner different from the current understanding. 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 the PRC operating entities’ business.

Since the late 1970s, the PRC government has been developing a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past several decades has significantly enhanced the protections afforded to various forms of foreign investments in China. However, as many of these laws and regulations are relatively new and may continue to evolve in response to changing economic and other conditions, any non-compliance with any existing or new laws and regulations may adversely affect our business.

From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. Any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory provisions 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 legal systems in other jurisdictions, such as the United States. These uncertainties may impede our ability to enforce the contracts we have entered into and could materially and adversely affect the business and results of operations.

Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime after the violation. Such unpredictability towards our contractual, property and procedural rights could adversely affect the business and impede the ability to continue our operations.

Our VIE Agreements are governed by PRC law. Accordingly, these contracts would be interpreted in accordance with PRC law, and any disputes would be resolved in accordance with PRC legal procedures.

Investors in our Class A Ordinary Shares should be aware that they are purchasing equity in us rather than our PRC operating entities. All of our business and operations are conducted by the PRC operating entities in China. Although we have been advised by our PRC legal counsel, DOCVIT, that our VIE Agreements constitute valid and binding obligations enforceable against each party of such agreements in accordance with the terms, they may not be as effective in ensuring our interests in our VIEs, our PRC operating entities, as direct ownership. If the PRC operating entities or their respective shareholders fail to perform their respective obligations under the VIE Agreements, we may incur substantial costs and expend substantial resources to enforce our rights. All of these VIE Agreements are governed by and interpreted in accordance with PRC laws, and disputes arising from the VIE Agreements will be resolved through arbitration or litigation in the PRC. There are very few precedents and little official guidance as to how the VIE Agreements in the context of a variable interest entity should be interpreted or enforced under PRC laws. There remain significant uncertainties regarding the outcome of arbitration or litigation. These uncertainties could limit our ability to enforce the VIE Agreements. In the event we are unable to enforce the VIE Agreements, or we experience significant delays or other obstacles in the process of enforcing these VIE Agreements, we may not be able to exert effective control over our affiliated entities and may lose control over the assets owned by our VIEs. Our financial performance may be adversely and materially affected as a result, and we may not be eligible to consolidate the financial results of the VIEs into our financial results.

The PRC government exerts substantial influence over the manner in which the PRC operating entities conduct their business activities. The PRC government may also intervene or influence the PRC operating entities’ operations and this offering at any time, which could result in a material change in the PRC operating entities’ operations and our Class A Ordinary Shares could decline in value or become worthless.

As advised by our PRC counsel, DOCVIT, except for the filing procedures with the CSRC and the reporting of relevant information according to the Trial Administrative Measures, we are currently not required to obtain any other approval from any other Chinese authorities in order to list our Class A Ordinary Shares on the U.S. exchanges, as of the date of this prospectus. However, if our Company or any of our PRC operating entities are required to obtain any other approvals in the future and are denied permission from Chinese authorities to list on the U.S. exchanges, we may not be able to continue listing on U.S. exchanges, or continue to offer securities to investors, and it may materially affect the interest of the investors and cause significantly depreciation of our price of Class A Ordinary Shares. Furthermore, it is uncertain when and whether we will be required to obtain any other permission from the PRC government to list on U.S. exchanges, and even when such permission is obtained, whether it will be later denied or rescinded. As of the date of this prospectus, except for the filing procedures with the CSRC and the reporting of relevant information according to the Trial Administrative Measures, we believe we are currently not required to obtain any other permission from any of the PRC national or local government regulatory entities to list on a U.S. exchange, and have not received any denial to list on the U.S. exchange. However, we could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to the PRC operating entities’ business or industry.

The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be 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 our operations in China.

For example, the Chinese cybersecurity regulator announced on July 2, 2021, 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. Similarly, the PRC operating entities’ business segments may be subject to various government and regulatory interference in the regions in which they operate. They could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and governmental sub-divisions. The PRC operating entities may incur increased costs in order to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.

Recent statements by the Chinese government indicate an intent, and the PRC government may take actions, to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, could, if implemented, significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or become worthless.

Recent negative publicity surrounding China-based companies listed in the United States may negatively impact the trading price of the Class A Ordinary Shares.

We believe that recent negative publicity surrounding companies with operations in China that are listed in the United States have negatively impacted the stock prices of these companies. Certain politicians in the United States have publicly warned investors to shun China-based companies listed in the United States. The SEC and the PCAOB, also issued a joint statement on April 21, 2020, reiterating the disclosure, financial reporting and other risks involved in the investments in companies that are based in emerging markets as well as the limited remedies available to investors who might take legal action against such companies.

Furthermore, various equity-based research organizations have recently published reports on China-based companies after examining their corporate governance practices, related party transactions, sales practices and financial statements, and these reports have led to special investigations and listing suspensions on U.S. national exchanges. Any similar scrutiny on us, regardless of its lack of merit, could cause the market price of the Class A Ordinary Shares to fall, divert management resources and energy, cause us to incur expenses in defending ourselves against rumors, and increase the premiums we pay for director and officer insurance.

The Class A Ordinary Shares may be delisted under the HFCA Act if the PCAOB is unable to inspect auditors or their affiliates that are located in mainland China. The delisting of the Class A Ordinary Shares, or the threat of such delisting, may materially and adversely affect the value of your investment.

The HFCA Act was enacted on December 18, 2020. The HFCA Act states if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit our Class A Ordinary Shares from being traded on a national securities exchange or in the over the counter trading market in the U.S.

Our auditor, Simon & Edward, LLP, the independent registered public accounting firm that issued the audit report included in this prospectus, as auditor of companies that are traded publicly in the United States and as a firm registered with the PCAOB is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. As such, as of the date of this prospectus, this offering is not affected by the HFCA Act and related regulations. However, there is a risk that our auditor may not be inspected by the PCAOB in the future. The lack of inspection could cause trading in our securities to be prohibited under the HFCAA and related regulations, and, as a result, Nasdaq may determine to delist our securities, which may cause the value of our securities to decline or become worthless.

On March 18, 2021, the SEC adopted on an interim basis rules disclosure requirements for companies with PCAOB member auditors whom the PCAOB has determined that it cannot inspect their operations within a foreign jurisdiction, or the Covered Issuers. Covered Issuers are required to disclose in their annual reports on Form 20-F: (i) that, during the period covered by the form, the registered public accounting firm has prepared an audit report for the issuer; (ii) the percentage of the shares of the issuer owned by governmental entities in the foreign jurisdiction in which the issuer is incorporated or otherwise organized; (iii) whether governmental entities in the applicable foreign jurisdiction with respect to that registered public accounting firm have a controlling financial interest with respect to the issuer; (iv) the name of each official of the Chinese Communist Party who is a member of the board of directors of the issuer or the operating entity with respect to the issuer; and (v) whether the articles of incorporation of the issuer (or equivalent organizing document) contains any charter of the Chinese Communist Party, including the text of any such charter. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, or the AHFCAA, which would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. On September 22, 2021, the PCAOB adopted rules governing its procedures for making determinations as to its inability to inspect or investigate registered firms headquartered in a particular foreign jurisdiction or which has an office in a foreign jurisdiction, or a PCAOB-Identified Firm. Promptly after the effective date of this rule, the PCAOB will make determinations under the HFCA Act to the extent such determinations are appropriate. Thereafter, the PCAOB will consider, at least annually, whether changes in facts and circumstances support any additional determinations. The PCAOB will make additional determinations as and when appropriate, to allow the SEC on a timely basis to identify covered issuers pursuant to the SEC rules. The rule became effective when the SEC approved the rule on November 4, 2021. On December 2, 2021, the SEC finalized its rules regarding disclosure by Covered Issuers. In addition, the release discussed the procedures the SEC will follow in implementing trading prohibitions for Covered Issuers. A foreign company would have to be designated a Covered Issuer three years in a row to be subject to a trading prohibition on that basis. The trading suspension would prohibit trading of the Covered Issuer’s securities on any exchange or in the over-the-counter markets.

The trading prohibition will be terminated if the Covered Issuer certifies to the SEC that the issuer has retained a registered public accounting firm that the PCAOB has inspected to the satisfaction of the SEC and files financial statements that include an audit report signed by the non-PCAOB-Identified Firm. The SEC is not required to engage in rulemaking to implement the trading prohibition provisions of the HFCA Act. Neither the Act nor the SEC’s release create an obligation for an exchange to delist the Covered Issuer, but the SEC noted that under existing listing rules of the exchanges, a trading prohibition would be grounds for delisting. On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong because of positions taken by PRC authorities in those jurisdictions.

On August 26, 2022, the PCAOB entered into a Statement of Protocol with the CSRC and the Ministry of Finance of the PRC and, as summarized in the “Statement on Agreement Governing Inspections and Investigations of Audit Firms Based in China and Hong Kong” published on the U.S. Securities and Exchange Commission’s official website, the parties agreed to the following: (i) in accordance with the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation; (ii) the PCAOB shall have direct access to interview or take testimony from all personnel of the audit firms whose issuer engagements are being inspected or investigated; (iii) the PCAOB shall have the unfettered ability to transfer information to the SEC, in accordance with the Sarbanes-Oxley Act; and (iv) the PCAOB inspectors shall have access to complete audit work papers without any redactions, with view-only procedures for certain targeted pieces of information such as personally identifiable information. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. On December 29, 2022, the Consolidated Appropriations Act was signed into law by President Joseph Biden of the United Sates. The Consolidated Appropriations Act contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two.

In addition, there can be no assurance that, if we have a “non-inspection” year, we will be able to take remedial measures in response thereto. If any such event were to occur, trading in our securities could in the future be prohibited under the HFCA Act, so we cannot assure you that we will be able to maintain the listing of the Class A Ordinary Shares on Nasdaq or that you will be allowed to trade the Class A Ordinary Shares in the United States on the “over-the-counter” markets or otherwise. Should the Class A Ordinary Shares not be listed or tradeable in the United States, the value of the Class A Ordinary Shares could be materially and adversely affected.

This lack of PCAOB inspections in China prevents the PCAOB from fully evaluating audits and quality control procedures of our independent registered public accounting firm. As a result, we and investors in the Class A Ordinary Shares are deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of our independent registered public accounting firm’s China affiliate’s audit procedures or quality control procedures as compared to auditor outside of China that are subject to PCAOB inspections, which could cause investors and potential investors in the Class A Ordinary Shares to lose confidence in our audit procedures, reported financial information and the quality of our financial statements.

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 affiliates and thereby prevent us from funding our business.

As an offshore holding company, we may transfer funds to the PRC affiliates by means of loans or capital contributions. Any loans to us and the PRC affiliates cannot exceed statutory limits based on the difference between the amount of our investments and registered capital in such PRC affiliates, and shall be registered with the State Administration of Foreign Exchange (the “SAFE”), or its local counterparts. Furthermore, at this stage, any capital increase contributions we make to the PRC affiliates shall be registered with the SAMR or its local counterparts, and reported to the MOFCOM or its local counterparts. In addition, the PRC government also restricts the convertibility of foreign currencies into RMB and the use of the proceeds. Furthermore, SAFE promulgated a series of rules and regulations, including Notice on Reforming the Management Method for the Settlement of Foreign Exchange Capital of Foreign-invested Enterprises, the Circular on Reforming and Regulating Policies on the Management of Foreign Exchange Settlement of Capital Accounts, and the Circular to Further Facilitating Cross-border Trade and Investment, to further regulate the all FIEs to use RMB converted from foreign currency-denominated capital for equity investments in China.

In light of the various requirements imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding companies, we may not be able to obtain these government registrations or approvals on a timely basis, if at all, with respect to future loans to the PRC affiliates or future capital contributions by us to the PRC affiliates. If we fail to receive such registrations or approvals, our ability to provide loans or capital to increase contributions to the PRC affiliates may be negatively affected, which could adversely affect their liquidity and our ability to fund and expand their business.

Our business may be negatively affected by the potential obligations to make additional social insurance and housing fund contributions.

The PRC operating entities are required by PRC labor laws and regulations to make registrations for social insurance and housing funds, and to pay various statutory employee benefits, including pensions insurance, medical insurance, work-related injury insurance, unemployment insurance, maternity insurance, and housing funds, to designated government agencies for the benefit of their employees. The relevant government agencies may examine whether the PRC operating entities are in compliance with the relevant labor laws and regulations. Failure to make full payment of the requisite statutory employee benefits and any potential non-compliance may subject the PRC operating entities to late payment fees, fines, and/or other penalties. If the relevant PRC authorities determine that the PRC operating entities shall make supplemental social insurance and housing fund contributions or that the PRC operating entities are subject to fines and legal sanctions in relation to their failure to make social insurance and housing fund contributions in full for their employees, our business, financial condition, and results of operations may be adversely affected.

Some of our PRC operating entities, including Dongying Yiqun, Zibo Lunsheng, and Jinan Zhongyue, have not adequately paid housing provident fund contributions for their employees. See “Regulations—Regulations on Labor Protection.” According to the Social Insurance Law of the PRC, they may be ordered to pay the outstanding social insurance contributions within a prescribed deadline and liable for a late payment fee equal to 0.2% of the outstanding amount for each day of delay, in addition to a fine ranging from RMB10,000 to RMB50,000 (approximately $1,300 to $6,800). Furthermore, they may be liable for a fine of one to three times the amount of the outstanding contributions, provided that if they 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, they may be ordered by the Housing Accumulation Fund Management Center to deposit the outstanding funds within a time limit. If they fail to deposit such amounts within the time limit, the Center may petition a people’s court to enforce the payment. As of September 30, 2024, the PRC operating entities had an estimate of RMB0 (approximately $0) and RMB30,208 (approximately $4,305) in their late payment of social insurance contribution and housing provident fund, respectively. As of March 31, 2024, the PRC operating entities had an estimate of RMB0 (approximately $0) and RMB74,431 (approximately $10,385) in their late payment of social insurance contribution and housing provident fund, respectively. However, due to the varying local policies and other factors, such as a company’s relationship with the local government, each of our PRC operating entities in China may be subject to different treatment. Due to this issue being prevalently faced by the majority of the businesses in China, it 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; (ii) 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; (iii) as of the date of this prospectus, the PRC operating entities 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 PRC operating entities 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 (v) the PRC operating entities had not been subject to any administrative penalties; they have not made any provisions in connection with the shortfall of its social insurance contribution and housing provident funds for the six months ended September 30, 2024, and the fiscal years ended March 31, 2024 and 2023. 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 against any of our PRC operating entities. However, if the PRC operating entities are fined or otherwise penalized by government authorities due to their failure to adequately pay social insurance and housing provident fund contributions for their employees, our financial condition and results of operations may be negatively impacted.

It may be difficult for overseas regulators to conduct investigations or collect evidence.

Cross-border supervision and administration is generally difficult to pursue in many jurisdictions, including the PRC. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside of China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of a mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC; no organization or individual is allowed to provide documents and information related to securities business activities to overseas securities regulators without the consent of the securities regulatory authority under the State Council and the relevant competent department under the State Council; and according to the Data Security Law, no organization or individual within the territory of the PRC may provide foreign judicial or law enforcement authorities with data stored within the territory of the PRC without the approval of the competent authorities of the PRC. While detailed interpretation of or implementation rules under these regulations have yet to be promulgated, the inability of an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by you in protecting your interests.

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

We are a holding company, and we may rely principally on dividends and other distributions on equity paid by our PRC affiliates for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If our PRC affiliates 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.

Under PRC laws and regulations, the WFOE may pay dividends only out of its accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, the WFOE is required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund a certain statutory reserve fund, until the aggregate amount of such fund reaches 50% of its registered capital.

In addition, the PRC Enterprise Income Tax Law, and its implementation rules provide that withholding tax rate of 10% will be applicable to dividends payable by PRC companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises are incorporated.

Any limitation on the ability of our PRC affiliates 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.

To the extent cash or assets in the business is in PRC or Hong Kong or an entity incorporated in PRC or Hong Kong, the funds or assets may not be available to fund operations or for other use outside of PRC or Hong Kong due to the imposition of restrictions and limitations on the ability of us, our subsidiaries, or the consolidated VIEs by the PRC regulatory authority within their scope of authority to transfer cash or assets.

The transfer of funds and assets among us, our subsidiaries, and the consolidated VIEs in PRC is subject to certain limitations and restrictions. The PRC regulatory authority imposes certain regulations and restrictions on the conversion of RMB into foreign currencies and the remittance of currencies out of PRC. See “Risk Factors—Risks Relating to Doing Business in the PRC—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 affiliates and thereby prevent us from funding our business.” In addition, the Enterprise Income Tax Law of the PRC, or the EIT 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-Chinese resident enterprises, unless reduced under treaties or arrangements between the PRC central government and the governments of other countries or regions where the non-mainland resident enterprises are tax residents. See “Material Income Tax Consideration—People’s Republic of China Enterprise Taxation.”

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 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 in the business is in the PRC or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of PRC or Hong Kong due to the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC regulatory authority to transfer cash or assets.

We may be deemed to be a PRC resident enterprise under the Enterprise Income Tax Law, and be subject to the PRC taxation on our worldwide income, which may significantly increase our income tax expenses and materially decrease our profitability.

Under the PRC Enterprise Income Tax Law, enterprises established outside of China whose “de facto management bodies” are located in China are considered to be “resident enterprises” and will generally be subject to a uniform 25% corporate income tax on their global income (excluding dividends received from “resident enterprises”). In addition, a circular issued by State Administration of Taxation, or the SAT, on April 22, 2009 and amended on January 29, 2014 sets out certain standards for determining whether the “de facto management body” of an offshore enterprise funded by Chinese enterprises as controlling shareholders is located in China. Although this circular applies only to offshore enterprises funded by Chinese enterprises as controlling shareholders, rather than those funded by Chinese or foreign individuals or foreign enterprises as controlling shareholders, the determining criteria set forth in the circular may reflect SAT’s general position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of how they are funded. Substantial uncertainties remain as to whether our Company will be deemed a PRC resident enterprise for the Enterprise Income Tax purposes. If we are to be deemed a “resident enterprise” under the PRC Enterprise Income Tax Law, our income tax expenses may increase significantly, and our profitability could decrease materially.

We face uncertainties in the PRC with respect to indirect transfer of equity interests in our PRC subsidiaries.

The indirect transfer of equity interest in PRC enterprises by a non-resident enterprise, is potentially subject to income tax in China at a rate of 10% on the gain if such transfer is considered not to have a commercial purpose and is carried out for tax avoidance. We also face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the shares in our offshore subsidiaries or investments. Our Company may be subject to filing obligations or taxed if our Company is transferor in such transactions, and may be subject to withholding obligations if our Company is transferee in such transactions. For transfer of shares in our Company by investors that are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in investors’ tax filing in China. As a result, we may be required to expend valuable resources to comply with SAT Circular 7 and SAT Circular 37 or to request the relevant transferors from whom we purchase taxable assets to comply with these publications, or to establish that our Company should not be taxed under these publications, which may have a material adverse effect on our financial condition and results of operations.

We are subject to the PRC laws and regulations in respect of currency conversion.

Conversion of RMB into foreign currencies and, in certain cases, the remittance of currency out of China shall be made in compliance with relevant PRC laws and regulations. Shortages in the availability of foreign currency may restrict the ability of our PRC subsidiaries to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency dominated obligations. 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 SAFE by complying with certain procedural requirements. However, for most capital account items, approval from or registration with appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of bank loans denominated in foreign currencies. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of the Class A Ordinary Shares.

PRC regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our PRC affiliates to liability or penalties, limit our ability to inject capital into our PRC affiliates or limit our PRC affiliates’ ability to increase their registered capital or distribute profits.

In July 2014, the SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, which replaces the previous SAFE Circular 75. SAFE Circular 37 requires PRC residents, including PRC individuals and corporate entities, to register with SAFE or its local branches in connection with their direct or indirect offshore investment activities. SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions we may make in the future.

Under SAFE Circular 37, PRC residents who make, or have made prior to the implementation of SAFE Circular 37, direct or indirect investments in offshore special purpose vehicles, or (“SPVs,”), are required to register such investments with the SAFE or its local branches. In addition, any PRC resident who is a direct or indirect shareholder of a SPV is required to update their registration with the local branch of SAFE to reflect any material change. Moreover, any subsidiary of such SPV in China is required to urge the PRC resident shareholders to update their registration with the local branch of SAFE to reflect any material change. If any PRC resident shareholder of such SPV fails to make the required registration or to update the registration, the subsidiary of the SPV in China may be prohibited from distributing its profits or the proceeds from any capital reduction, share transfer, or liquidation to the SPV, and the SPV may also be prohibited from making additional capital contributions into its subsidiaries in China. In February 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13. Under SAFE Notice 13, applications for foreign exchange registration of inbound foreign direct investments and outbound direct investments, including those required under SAFE Circular 37, must be filed with qualified banks instead of SAFE. Qualified banks should examine the applications and accept registrations under the supervision of SAFE. Our PRC shareholders are subject to SAFE regulations, and these shareholders have completed all necessary registrations with the local SAFE branch or qualified banks as required by SAFE Circular 37. The SAFE Circular 37 registration of our PRC shareholders has been completed, and the registration of stock interests in overseas direct investment for 2022 has been finalized. We cannot assure you, however, that all these individuals may continue to make required filings or updates in a timely manner, or at all. We can provide no assurance that we are or will in the future continue to be informed of the identities of all PRC residents holding direct or indirect interests in our Company. Any failure or inability by such individuals to comply with SAFE regulations may subject us to fines or legal sanctions. These sanctions may impose restrictions on cross-border investment activities, limit the distribution of dividends to us, or affect their ability to obtain foreign-exchange denominated loans from us. These sanctions may also prevent them from making distributions or paying dividends. As a result, our business operations and our ability to make distributions to you could be materially and adversely affected.

Furthermore, as these foreign exchange and outbound investment-related regulations are relatively new, and its interpretation and implementation shall be determined in accordance with the laws and regulations in force at the time. For example, we may be subject to a more stringent review and approval process with respect to our foreign exchange activities, such as the remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our financial condition and results of operations. We cannot assure you that we have complied or will be able to comply with all applicable foreign exchange and outbound investment-related regulations. In addition, if we decide to acquire a PRC domestic company, we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.

Risks Related to Our Business and Industry

Our PRC operating entities may be unable to achieve or maintain profitability.

Our PRC operating entities have set goals to achieve profitability and if achieved, to progressively improve their profitability over time by growing sales, promoting services, increasing gross margin and reducing expenses as a percentage of sales. There can be no assurance that they will achieve their enhanced profitability goals. Factors that could significantly adversely affect their efforts to achieve these goals include, but are not limited to, the failure to:

Any of these failures or delays may adversely affect our ability to increase our profitability.

The industries in which the PRC operating entities operate are highly competitive and fragmented; demand for their products and services could decrease if they are not able to compete effectively.

The markets in which our PRC operating entities operate are fragmented and highly competitive. Their competition includes other distributors and manufacturers that sell products directly to their respective customer base and some of their customers that resell their products. To a limited extent, online retailers of electrical appliance sales and supplies, maintenance, repair and operations supplies also compete with the PRC operating entities. We also expect new competitors to emerge over time, as the PRC internet-based enterprises become more established and reliable, and their service capabilities are more refined. Competition varies depending on product lines, customer classifications, and geographic areas.

The PRC operating entities compete with several local and regional distributors and manufacturers. In several markets and product categories, they also compete with some national distributors and manufacturers. Their competitors in the electric appliance industry include wholesalers and retailers of electric appliance brands such as Midea, Hisense, and Casarte. Their competitors in comprehensive services industry include 58.com and Chongqing Woodpecker Internet Technology Co. Ltd. Several of their competitors, in one or more of their business units, have substantially greater financial and other resources than they do. No assurance can be given that the PRC operating entities will be able to respond effectively to such competitive pressures. Increased competition by existing and future competitors could result in reductions in the PRC operating entities’ sales, prices, volumes, and gross margins that could materially and adversely affect their business, financial condition, and results of operations. Their success will depend, in part, on their ability to maintain the market share and gain market share from competitors.

The PRC operating entities are facing price pressure from online retail.

With the development of the internet and express logistics industry, online shopping has gradually developed in China. According to Guangming Daily, what we believe to be a major national Chinese daily newspaper, in 2022, China’s online retail sales reached RMB13.79 trillion (approximately $1.97 trillion), a year-on-year increase of 4%. Among the sales, the online retail sales of physical goods were RMB11.96 trillion (approximately $1.7 trillion), a year-on-year increase of 6.2%, accounting for 27.2% of the total retail sales of consumer goods.⁵ As online social e-commerce platforms continue to grow, Economic Daily, a Chinese newpaper, quoted China Academy of Information and Communications Technology that, “[i]n 2023, the performance of leading social e-commerse platform companies improved significantly. The total revenue of the top ten listed platform companies by market value was RMB3.6 trillion, a year-on-year increase of 12.7%; the total net profit reached RMB385.44 billion, a year-on-year increase of 42.4%.”⁶ According to a 2024 report of ChinaIRN, an industry research institution in China, traditional e-commerce platforms like JD.com, Taobao Tmall, and Suning.com are experiencing saturated traffic with growth stagnating. Emerging social e-commerce platforms like Douyin (TikTok) and Xiaohongshu (Little Red Book) are seeing increasingly expensive online traffic, becoming new marketing battlegrounds for home appliance companies.⁷

As of the date of this prospectus, our PRC operating entities have not started engaging in online sales and our home appliance sales rely on physical stores. They only provide electric appliance maintenance and repair services through online channels. If the PRC operating entities cannot compete with existing online retailers in terms of price and service, our business and revenue will be adversely affected.

If the PRC operating entities cannot keep up with the trend of online retail in China, their electric appliance sales business might be adversely impacted.

The retail channel landscape of electric appliance sales industry in China is experiencing a major shift from offline to online. Offline retail stores of electric appliances are shrinking in size, which may have an adverse impact on the PRC operating entities’ electric appliance sales business if they do not follow the trend to expand their retail channels, especially online channels.

To compete with peer companies which focus on online retail, the PRC operating entities plan to (i) expand their offline retail stores; (ii) increase their capacity of providing after-sale services; (iii) cooperate with local communities to promote their products and services; and (iv) maintain a stable relationship with their customers by establishing membership clubs, attracting high-end customers. 

If the PRC operating entities are unable to manage their growth or execute their strategies effectively, their business and prospects may be materially and adversely affected.

The PRC operating entities continue to expand by developing sales channels and new customers, and expect continued growth in their business and revenues. The PRC operating entities plan to further expand their comprehensive services business related to electric appliances, such as electric appliance maintenance business and electric appliance maintenance training business. For example, from 2022 to 2024, the PRC operating entities have set up four community service centers under the brand name Jingrui Electric Housekeeper, which are operated by Binzhou Jingrui Wangpu and Yangxin Jingrui Wangpu, respectively (see “Business”). The PRC operating entities plan to set up more Jingrui Electric Housekeeper community service centers and recruit franchisees, covering smaller and less developed areas. The PRC operating entities will also continue to invest resources in training, managing, and motivating the workforce. To support such growth, the PRC operating entities plan to hold periodic training for Jingrui Dian Xiao’ers. The PRC operating entities intend to provide customized training sessions to Jingrui Dian Xiao’ers with different working proficiencies. Newly-hired Jingrui Dian Xiao’ers are expected to participate in a seven-day training, focusing on practical skills of repairing and maintaining electric appliances, service skills, sales skills, and company values and culture of the PRC operating entities. These upgrades require significant financial and human resources. We cannot assure you that the PRC operating entities will be able to effectively manage their growth or to implement all these plans. Even if they implement all these plans, success is not guaranteed. Therefore, their expansion may not be successful, and our business and prospects may be materially and adversely affected.

The PRC operating entities’ business depends on their ability to offer high-quality products and services that meet consumers’ preferences and demands.

The PRC operating entities rely on their experience and operations to manage and refine their product qualities and services, which may not be effective as user preferences and market trends change. If they are unable to expand into new clients or further develop existing clients, their business may be materially and adversely affected.

If they are unable to continue to offer high-quality products and services, and unable to enhance their product and service offerings, the PRC operating entities’ reputation and attractiveness could be compromised, and they may experience a decline in their user base, which could materially and adversely affect our business and results of operations.

Future acquisitions may have an adverse effect on our ability to manage our business.

We may acquire businesses, technologies, services, or products that are complementary to our electric appliance sales and comprehensive service business. Future acquisitions may expose us to potential risks, including risks associated with the integration of new operations, services, and personnel, unforeseen or hidden liabilities, the diversion of resources from our existing business and technology, our potential inability to generate sufficient revenue to offset new costs, the expenses of acquisitions, or the potential loss of or harm to relationships with both employees and customers resulting from our integration of new businesses.

Any of the potential risks listed above could have a material adverse effect on our ability to manage our business, revenue, and net income. We may need to raise additional debt funding or sell additional equity securities to make such acquisitions. The raising of additional debt funding by us, if required, would result in increased debt service obligations and could result in additional operating and financing covenants, or liens on their assets, that would restrict our operations. The sale of additional equity securities could result in additional dilution to our shareholders.

The PRC operating entities are facing decreasing market demand due to the slowdown of the economy in general and the real estate market in particular.

Sales of electric appliances as durable consumer appliances are subject to users’ income levels and their expectations of future income growth. A slowdown in macroeconomic growth could cause a decline in average purchasing power, subsequently leading to a negative impact on industry growth. In addition, a slowdown in real estate market will also have a negative impact on house market demand, which will indirectly affect the demand for electric appliances. In the past several decades, the high prosperity of the real estate market and the increase in real estate sales have led to an increase in demand for home appliances, especially air conditioners and refrigerators. Conversely, the decline in real estate transactions will lead to a decline in the demand for home appliances.

⁵ Guangming Daily, Digital Consumption Adds New Increases in Domestic Demand, accessible at https://theory.gmw.cn/2023-11/24/content_36986596.htm.

⁶ Economic Daily, Enhancing Regulation to Improve Platform Economy Competitiveness, accessible at http://paper.ce.cn/pc/content/202501/08/content_307186.html.

⁷ ChinaIRN, 2024 Analysis and Forecast of Supply and Demand in the Electrical Appliance Industry, accessible at https://www.chinairn.com/hyzx/20241106/175349300.shtml.

The PRC operating entities’ pricing decisions may adversely affect their ability to attract new suppliers and customers and retain existing suppliers and customers. As a result, our financial performance may also be adversely affected.

The PRC operating entities may change their pricing model from time to time. If their pricing model is not optimal, it may result in the electric appliance products they sell not being profitable or not gaining market share. As competitors introduce new electric appliance products that compete with the PRC operating entities’, they may be unable to attract new suppliers and customers, at the same price or based on the same pricing models as they have used historically. Pricing decisions may also negatively impact our overall revenue. As a result, in the future, the PRC operating entities may be required to reduce prices of the electric appliances they sell, which could adversely affect our revenue, gross profit, profitability, financial position and cash flows.

The electric appliances sales industry is highly competitive with a high degree of product homogeneity. The industry concentration has increased in recent years. The increase in inventory capacity and the demand-supply imbalance may lead to risks such as “price wars,” a strategy that implies reducing prices to compete with rivals. Furthermore, rapid technological advancements and accelerated speed of product upgrades could reduce the PRC operating entities’ profit-making ability. To remain competitive in the market, it has become necessary for the PRC operating entities to invest more in products promotions and reduce prices to compete. Failure to compete will have a material adverse effect on our business, financial condition and results of operations.

Product shortages may impair the PRC operating entities’ operating results.

The PRC operating entities’ ability to offer a wide variety of products to their customers is dependent upon their ability to obtain adequate product supplies. Generally, the PRC operating entities’ products are obtainable from manufacturers in sufficient quantities. However, the loss of, or substantial decrease in the availability of, products from their suppliers, or the loss of their key suppliers, could adversely impact our financial condition and results of operations. In addition, supply interruptions could arise from shortages of raw materials, labor disputes, weather conditions, transportation disruptions, or other factors beyond control. Short- and long-term disruptions in the PRC operating entities’ supply chain would result in a need to maintain higher inventory levels as they replace similar product, a higher cost of product, and ultimately a decrease in their net sales and profitability. A disruption in the timely availability of the PRC operating entities’ products by their key suppliers would result in a decrease in our revenues and profitability, especially in the business units with supplier concentration. Although in many instances the PRC operating entities have agreements with their suppliers, these agreements usually have a one-year term and cannot be automatically renewed upon expiration. Failure to renew the contracts with the PRC operating entities’ suppliers will have a material adverse effect on our business, financial condition, results of operations, and cash flows.

The PRC operating entities have substantial fixed costs and, as a result, their operating income is sensitive to changes in the net sales.

A significant portion of the PRC operating entities’ expenses are fixed costs (including costs on personnel and property rent), which do not fluctuate with net sales. Consequently, a percentage decline in the PRC operating entities’ net sales could have a greater percentage effect on their operating income if they do not cut off employees or take other cost reduction measures. Any decline in the PRC operating entities’ net sales would cause their profitability to be adversely affected. Moreover, a key element of the PRC operating entities’ business strategy is to manage their assets, including the substantial fixed assets, more effectively, by sales or other disposals of excess assets. Failure to rationalize the fixed assets timely and efficiently will have a material adverse effect on our business, financial condition, and results of operations.

The development of electric appliance manufacturers’ online stores, physical stores, and experience stores could negatively affect the PRC operating entities’ sales and our operating results and limit our ability to grow business.

The PRC operating entities’ customers could begin purchasing electric appliances directly from electric appliance manufacturers’ online stores, physical stores, and experience stores, which would result in decreases in the PRC operating entities’ net sales and earnings. In addition, the suppliers could invest in infrastructure to expand their own sales, which also would negatively impact the PRC operating entities’ business and our operating results.

Defects with products may lead to product liability claims, personal injury claims, property damage claims, recalls, withdrawals, replacements, or regulatory actions by governmental authorities, which could divert resources, affect business operations, decrease sales, increase costs, and put the PRC operating entities at a competitive disadvantage, any of which could have a significant adverse effect on our financial condition.

The PRC operating entities may experience issues or defects with products. Therefore, they are subject to product liability claims, personal injury claims, property damage claims, recalls, withdrawals, product replacements, or regulatory actions by governmental authorities. These activities could result in increased governmental scrutiny, reputation damage, and reduced trust by customers. Such results could divert the development and management resources, adversely affect the PRC operating entities’ business operations, sales, legal fees, and costs. Although the PRC operating entities would have legal recourse against the manufacturer of such products under PRC law, exercising their rights against the manufacturer may be expensive, time-consuming, ineffective, and may have a negative impact on the PRC operating entities’ reputation. In addition, the PRC operating entities currently lack any third-party liability insurance or product liability insurance in relation to their products. These risks may put the PRC operating entities at a competitive disadvantage compared to other companies who are not affected by similar issues, and could have a material adverse effect on our business, financial condition, and results of operations.

The PRC operating entities are subject to payment processing risk.

The PRC operating entities rely on third parties to process such payment, such as wire transfer, WeChat Pay, Alipay, and POS card payment. Their customers may also use a variety of different online payment methods. Acceptance and processing of these payment methods are subject to certain rules and regulations and require payment of interchange and other fees. If there are increases in payment processing fees, or significant changes in the payment ecosystem, such as delays in receiving payments from payment processors or alterations to rules or regulations regarding payment processing, our financial condition and results of operations could be materially and adversely affected.

A downturn in China’s or the global economy, and economic and political policies of China could materially and adversely affect the PRC operating entities’ business and financial condition.

The PRC operating entities’ business, prospects, financial condition, and results of operations may be influenced by the political, economic, and social conditions in China. 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 foreign exchange, and allocation of resources. Although the Chinese economy went through a significant growth over the past decades, such growth has been uneven both geographically and sector-wise. The Chinese government has implemented various measures to encourage economic growth. Some of these measures may benefit the overall Chinese economy but may have a negative effect on the PRC operating entities.

Economic conditions in China are sensitive to global economic conditions. Any prolonged slowdown in the global or Chinese economy may affect potential clients’ confidence in financial market as a whole and have a negative impact on the PRC operating entities’ business, financial condition, and results of operations. Additionally, continued turbulence in the international markets may adversely affect their ability to access the capital markets to meet liquidity needs.

The PRC operating entities may face allegations of damage caused by Jingrui Dian Xiao’ers’ infringement of the PRC operating entities’ work standards, which may have a material adverse effect on our financial condition and results of operations.

The PRC operating entities engage Jingrui Dian Xiao’er through two methods, hiring full-time Jingrui Dian Xiao’ers and signing a labor contract with them, or hiring part-time Jingrui Dian Xiao’ers by receiving applications through the Jingrui Wangpu Service Engineer APP. As of the date of this prospectus, there are three full-time Jingrui Dian Xiao’ers and 81 part-time Jingrui Dian Xiao’ers. Even the labor contracts and the Jingrui Wangpu Service Engineer APP registration agreements clearly stipulate the work standards, Jingrui Dian Xiao’ers may not strictly implement such work standards. In addition, although the Jingrui Wangpu Service Engineer APP registration agreement with part-time employees stipulates that liabilities arising from the maintenance service shall be borne by the part-time employees, the PRC operating entities may encounter incidents of breach of code of conduct from the Jingrui Dian Xiao’ers, safety accidents, or even criminal liability that may lead to risks or liability in the future. The PRC operating entities have implemented a mechanism to avoid Jingrui Dian Xiao’ers’ infringement of their work standards, including providing periodic training, suspending the Jingrui Dian Xiao’er who breaches work standards, and implementing penalties. For any products in defect which are caused by a Jingrui Dian Xiao’er’s breach of work standards, the PRC operating entities do not charge their customers to repair and maintain the product. All the repair and maintenance fees incurred shall be borne by the Jingrui Dian Xiao’er. The breaches, accidents, or the criminal liability may have adverse impacts on the PRC operating entities’ brand and ability to operate, which could in turn adversely affect our business, financial condition, and results of operations.

If the PRC operating entities fail to manage their inventory effectively, their operations and financial condition may be materially and adversely affected.

Excess inventory might occur as the Company cannot always accurately predict market trends to maintain appropriate inventory levels. As a result, the PRC operating entities may resort to offering discounts or promotions to manage their slow-moving inventory. On the other hand, a shortage of inventory may lead to loss of sales opportunities for the PRC operating entities. The PRC operating entities will manage their inventory and adjust according to the market situation and will conduct regular impairment assessment of their inventory. However, if the PRC operating entities fail to manage their inventory effectively, they may be subject to a heightened risk of inventory obsolescence, a decline in inventory value, and significant inventory write-downs or write-offs. As of September 30, 2024, the PRC operating entities’ inventory balance amounted to $3,107,490 and the allowance for inventory reserve of the PRC operating entities amounted to nil. As of March 31, 2024, the PRC operating entities’ inventory balance amounted to $2,528,779 and the allowance for inventory reserve of the PRC operating entities amounted to $26,410. As of March 31, 2023, the PRC operating entities’ inventory balance amounted to $1,903,368 and the recovery of inventory of the PRC operating entities was $3,254.

The PRC operating entities’ success depends on the continuing and collaborative efforts of their management team, and their business may be severely disrupted if they lose such efforts and services.

The PRC operating entities’ success is heavily reliant on the continued services and collaborative efforts of their management team. Losing such services could severely disrupt their business. If any senior management members join a competitor or start a competing business, the PRC operating entities may lose customers, suppliers, know-how, and key staff.

The PRC operating entities’ failure to successfully manage their business expansion, including their expansion into new areas of business, would have a material adverse effect on their results of operations and prospects.

The PRC operating entities made investments in business expansion in line with their development strategy through organic growth in the past. In addition, the PRC operating entities may, from time to time and when they deem appropriate, expand into new industries, such as the home service industry, the home decoration industry, and the group purchase industry, which they believe have synergies with their existing operations. In the future, they will invest more in electric appliance maintenance services, electric appliance maintenance personnel training, and will also add non-home appliance industry service products on the Mini Programs on Weixin to provide promotion services for stores around the community. Their expansion has created, and will continue to place, substantial demand for their resources. Managing the growth and integrating the acquired businesses will require the PRC operating entities to, among other things:

Any significant difficulty in meeting the foregoing or similar requirements could delay or otherwise constrain the PRC operating entities’ ability to implement their expansion plans or result in failure to achieve the expected benefits of the combination or acquisition or write-offs of acquired assets or investments, which in turn would limit their ability to increase operational efficiency, reduce marginal manufacturing costs or otherwise strengthen their market position. Failure to obtain the intended economic benefits from the business expansion could adversely affect their business, financial condition, results of operations and prospects. In addition, the PRC operating entities may also experience mixed results from their expansion plans in the short term.

The PRC operating entities’ success depends upon their ability to attract, train and retain highly qualified associates and key personnel.

To be successful, the PRC operating entities must attract, train, and retain a large number of highly qualified sales associates and repair workers while controlling the labor costs. The ability to control labor costs is subject to numerous external factors, including prevailing wage rates and health and other insurance costs. The PRC operating entities compete with other businesses for these associates and invest significant resources in training and motivating them. There is no assurance that they will be able to attract or retain highly qualified associates in the future, particularly those employed by companies the PRC operating entities acquire.

The PRC operating entities may not be able to identify new products and new product lines and integrate them into their sales network, which may impact their ability to compete.

The PRC operating entities’ businesses depend in part on their ability to identify future products and product lines that complement their existing products and product lines and that respond to their customers’ needs. The PRC operating entities may not be able to compete effectively unless their product selection keeps up with trends in the markets in which the PRC operating entities compete or trends in new products. In addition, their ability to integrate new products and product lines into their distribution network may affect their ability to compete. Furthermore, the success of new products and new product lines will depend on market demand, and there is a risk that new products and new product lines will not deliver expected results, negatively affecting their future sales and results of operations. Their expansion into new markets may present sales, competitive, and regulatory challenges that differ from their current challenges. The PRC operating entities may be less familiar with the target customers and may face different or additional risks, as well as increased or unexpected costs, compared to existing operations. Entering new markets may also bring them into direct competition with companies with whom they have little or no experience as competitors. To the extent the PRC operating entities are reliant upon expansion into new geographic, industry, and product markets for growth and do not meet the new challenges posed by such expansion, their future sales growth could be negatively impacted, their operating costs could increase, and our business operations and financial results could be materially and adversely affected.

Failure to renew their current leases or locate desirable alternatives for their stores could materially and adversely affect the PRC operating entities’ business.

The PRC operating entities lease properties for their offices, customer service centers, and stores. There is no guarantee that they will be able to successfully extend or renew such leases upon their expiration on commercially reasonable terms, if at all, which may force them the relocation of their affected operations. Such relocation could disrupt their operations and incur significant expenses, materially and adversely impacting our business, financial condition, and operational results. Moreover, they face competition from other businesses for premises in certain locations or of specific sizes. Consequently, even if the PRC operating entities manage to extend or renew the leases, rental costs could rise significantly due to high demand for these properties. Additionally, as their business expands, the PRC operating entities may struggle to find suitable alternative locations for their facilities; failure in this regard could materially and adversely affect their business and operations.

The PRC operating entities’ use of some leased properties could be challenged by third parties or governmental authorities, which may cause interruptions to their business operations. 

As of the date of this prospectus, some lessors of the PRC operating entities’ leased properties have not provided us with their property ownership certificates or any other documentation proving their right to lease those properties to us. If the PRC operating entities’ lessors are not the owners of the properties and they have not obtained consents from the owners or their lessors of the leased properties exercise their mortgage right, the PRC operating entities’ leases could be terminated or invalidated. If this occurs, they may have to renegotiate the leases with the owners or the parties who have the right to lease the properties, and the terms of the new leases may be less favorable to the PRC operating entities.

The PRC operating entities’ business will likely require substantial capital expenditures that they may not always be able to obtain at reasonable costs and on acceptable terms. Our results of operations, cash flows, business, financial condition, could be adversely affected if the PRC operating entities fail to implement their business strategy, including their growth initiatives.

The PRC operating entities’ business is in a capital-intensive industry which requires substantial capital expenditure. They may need to seek external financing, such as bank, bond offerings, and other loans to satisfy their capital needs if cash generated from their operations is insufficient to fund their capital expenditures or if their actual capital expenditures and investments exceed their plans. The PRC operating entities’ ability to obtain external financing at reasonable costs and on acceptable terms is subject to a variety of factors, such as their credit ratings, financial market conditions and their past or projected financial performance. Rating agencies may downgrade or withdraw their ratings or place them on “credit watch” based on their assessment of a wide range of factors. For example, records of net losses may result in a deterioration of their credit ratings. The PRC operating entities recorded a net operating cash flow of $83,360 and $64,899 for the six months ended September 30, 2024 and 2023, respectively, and $975,950 and $1,258,609 for the fiscal years ended March 31, 2024 and 2023, respectively. They could incur losses in the future, which may adversely affect their corporate ratings. Other factors that may be viewed as negative by the rating agencies may also adversely affect the PRC operating entities’ corporate ratings, such as any significant decrease of market price of their products, any significant increase in their level of debt, any negative development in their ongoing or planned projects and so on. In addition, if financial markets experience significant volatility and disruption, it may result in a decrease in the availability of liquidity and credit for borrowers and increase in interest rate or other financing costs. Failure to obtain sufficient funding at reasonable costs and on acceptable terms for our development plans could delay, reduce the scope of, or eliminate future activities or growth initiatives and adversely affect their business and prospects.

Our future financial performance and success depend in large part on the PRC operating entities’ ability to successfully implement their business strategy. The PRC operating entities may not be able to successfully implement their business strategy or be able to continue improving their operating results. In particular, the PRC operating entities may not be able to continue to achieve all operating cost savings, further enhance their electric appliances maintenances business, expand into selected targeted regions.

Increases in labor costs in the PRC may adversely affect the PRC operating entities’ business and their profitability.

China’s overall economy and the average wage in China are expected to continue to grow, and labor costs are expected to increase in China. The average wage level for the PRC operating entities’ employees has increased in recent years. We expect that the PRC operating entities’ labor costs, including wages and employee benefits, will continue to increase. Unless the PRC operating entities are able to pass on the increased labor costs to their customers by increasing prices for the products and services, their profitability and results of operations could be materially and adversely affected.

In addition, the PRC operating entities are subject to stricter regulatory requirements when it comes to entering labor contracts with their employees and paying various statutory employee benefits. These include pension insurance, housing provident fund, medical insurance, work-related injury insurance, unemployment insurance, and childbearing insurance, which are to be paid to designated government agencies for the benefit of their employees. Pursuant to the PRC Labor Contract Law that became effective in January 2008, along with its implementing rules effective from September 2008 and amendments effective from July 2013, employers face stricter requirements for signing labor contracts, setting minimum wages, paying remuneration, determining the term of employees’ probation, and unilaterally terminating labor contracts. If the PRC operating entities decide to terminate some of their employees or otherwise change their employment or labor practices, the Labor Contract Law and its implementing rules may limit the PRC operating entities’ ability to enact those changes in a desirable or cost-effective manner. This could adversely affect the PRC operating entities’ business and the results of operations. Furthermore, according to the Labor Contract Law and its amendments, dispatched employees are intended to serve as a supplementary form of employment; the fundamental form should be direct employment by enterprises and organizations requiring employees.

As the interpretation and implementation of labor-related laws and regulations in China are still evolving, we cannot assure you that the PRC operating entities’ employment practices are, or will remain, in full compliance with all labor-related laws and regulations. This could potentially subject the PRC operating entities to labor disputes or government investigations. If they are found to have violated relevant labor laws and regulations, they could be required to provide additional compensation to their employees, and as a result, our business, financial condition, and results of operations could be materially and adversely affected.

Unexpected network interruptions, security breaches, computer virus attacks, and system failures could have material adverse effects on our business, financial condition and results of operations.

The PRC operating entities’ maintenance of the Mini Program on Weixin (see “Business”) relies on the performance and reliability of the internet infrastructure. We cannot assure you that the internet infrastructure which the PRC operating entities depend on will remain sufficiently reliable for their needs. Any failure to maintain the performance, reliability, security, or availability of their network infrastructure may cause significant damage to the PRC operating entities’ ability to attract and retain users and clients. Major risks involving the PRC operating entities’ network infrastructure include:

Any network interruption or inadequacy that causes interruptions in the availability of the Mini Program or deterioration in the quality of access to Mini Program could reduce user and client satisfaction and result in a reduction in the activity level of the users and clients of the PRC operating entities as well as the number of clients making trading transactions on the Mini Program. Furthermore, increases in the volume of traffic on the Mini Program could strain the capacity of the PRC operating entities’ existing computer systems and bandwidth, which could lead to slower response times or system failures. The internet infrastructure which the PRC operating entities depend on may not support the demands associated with continued growth in internet usage. This could cause a disruption or suspension of the PRC operating entities’ service delivery, which could hurt their brand and reputation and expose it to a risk of loss, litigation and possible liability. The PRC operating entities may need to incur additional costs to upgrade their technology infrastructure and computer systems in order to accommodate increased demand if they anticipate that their systems cannot handle higher volumes of traffic and transactions in the future.

Because we are an exempted company incorporated in the Cayman Islands and all of our business is conducted in the PRC, you may be unable to bring an action against us or our officers and directors or to enforce any judgment you may obtain.

We are an exempted company incorporated in the Cayman Islands and conduct all of our operations in China through our PRC operating entities. All our assets are located outside of the United States and the proceeds of this offering will be held in banks outside of the United States. All our officers reside outside of the United States. As a result, it may be difficult or impossible for you to bring an action against us or against our management in the United States in the event that you believe we have violated your rights under either the United States federal or state securities laws or otherwise, or if you have a claim against us. Even if you are successful in bringing an action of this kind, the Cayman Islands law and the PRC law may not permit you to enforce a judgment against our assets or the assets of our directors and officers. See “Enforceability of Civil Liabilities.”

Certain industry data and information in this prospectus were obtained from third-party sources and were not independently verified by us.

This prospectus contains certain industry data and information from third-parties. We have not independently verified the data and information contained in such third-party publications and reports. Data and information in such third-party publications and reports may use third-party methodologies, which may differ from the data collection methods we use. In addition, these industry publications and reports generally indicate that the information is believed to be reliable, but do not guarantee the accuracy and completeness of such information.

Statistical data in these publications also include projections based on a number of assumptions. The electric appliance industry may not grow at the rates projected by market data, or at all. If any of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. A material slowdown in the electric appliance industry compared to the projected rates may materially and adversely affect our business and the market price of our Class A Ordinary Shares.

Market, economic, macroeconomic policies and other conditions in China may adversely affect the demand for the PRC operating entities’ products and services.

The PRC operating entities’ industry depends upon the overall level of economic conditions and consumer spending in China. A slowdown in China's economic growth, short-term distress in financial markets, or reduced market liquidity, as well as increased government intervention, may reduce the number of the PRC operating entities’ customers, and their financial performance could be adversely affected.

The electric appliances sales industry is closely associated with the consumer market and the real estate market. Changes in macroeconomic policies, consumption investment policies, real estate policies, and laws and regulations will affect product demands, which in turn will affect product sales of the PRC operating entities. The PRC operating entities will closely monitor changes in the relevant policies, laws, and regulations, and make forecasts of market changes, in order to ensure further development of the Company.

Adverse market trends may affect their financial performance. Such trends may include, but are not limited to, the following:

The PRC operating entities face risks related to natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could significantly disrupt their operations.

China has experienced significant natural disasters, including earthquakes, extreme weather conditions, as well as health scares related to epidemic or pandemic diseases, and any similar event could materially impact the PRC operating entities’ business in the future. If a disaster or other disruption occurred that affects the regions where we operate their business, the resulting loss of personnel and damage to property could materially adversely affect the PRC operating entities’ business. Even if the PRC operating entities are not directly affected, such a disaster or disruption could affect our operations or financial condition, which could harm the results of our operations.

Although the WHO declared on May 5, 2023, that the COVID-19 pandemic is no longer a “global health emergency,” the potential further impact on our results of operations is still uncertain. It will depend on future developments and information that may emerge regarding the duration and severity of COVID-19 and the actions taken by governmental authorities and other entities to contain COVID-19 or to mitigate its impacts, almost all of which are beyond our control. Given the general slowdown in economic conditions globally and volatility in the capital markets, we cannot assure you that we will be able to maintain the growth rate we have experienced or projected. We will continue to closely monitor the situation throughout 2024 and beyond.

Our operating income may be significantly affected by monetary policy adjustments. It may have a material adverse effect on our financial condition and results of operations.

Our primary source of operating income is sales revenue generated from our PRC operating entities’ electric appliance sales business. Our profitability is largely influenced by the performance of our sales business and prevailing financing interest rates. As the People’s Bank of China continues to ease controls on interest rates, which may increase volatility in these rates. Fluctuations in interest rates can affect our financing costs, thereby influencing our overall profitability.

If the PRC operating entities are not able to adequately protect their proprietary intellectual property and information and protect against third party allegations, harassment, or other detrimental conduct, our results of operations could be adversely affected.

The value of the PRC operating entities’ business depends in part on their ability to protect their intellectual property and information, including their trademarks, domain names, copyrights, and rights under agreements with third parties, in China and around the world, as well as their customer, employee, and customer data. Third parties may try to challenge their ownership of their intellectual property globally. In addition, intellectual property rights and protections in China may be insufficient to protect material intellectual property rights in China. Further, the PRC operating entities’ business is subject to the risk of third parties counterfeiting their products or infringing on their intellectual property rights. The steps they have taken may not prevent unauthorized use of their intellectual property. They may need to resort to litigation to protect their intellectual property rights, which could result in substantial costs and diversion of resources. If they fail to protect their proprietary intellectual property and information, including with respect to any successful challenge to their ownership of intellectual property or material infringements of their intellectual property, this failure could have a material adverse effect on our business, financial condition, and results of operations.

Third parties may assert that the PRC operating entities’ employees or contractors have wrongfully used or disclosed confidential information or misappropriated trade secrets, which could result in litigation.

The PRC operating entities may employ individuals who have previously worked with other companies, including their competitors or potential competitors. Although the PRC operating entities try to ensure that their employees and contractors do not use the proprietary information or know-how of others in their works, the PRC operating entities may be subject to claims that they or their employees or contractors have inadvertently or otherwise used or disclosed intellectual property or personal data, including trade secrets or other proprietary information, of a former employer or other third party. Litigation may be necessary to defend against these claims. If the PRC operating entities fail in defending any such claims or settling those claims, in addition to paying monetary damages or a settlement payment, they may lose valuable intellectual property rights or personnel. Even if they are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

The PRC operating entities are exposed to concentration risk, due to their reliance on their major supplier, Boxi Electric Appliance (China) Co., Ltd (“Boxi”). If the PRC operating entities’ relationship with Boxi deteriorates, or they are unable to renew their agreement with Boxi on substantially similar terms, our financial performance, results of operations and ongoing growth could be adversely affected.

The PRC operating entities’ purchases are highly concentrated. For the six months ended September 30, 2024, two vendors, including Boxi and Shandong Lingdi Smart Technology Co., Ltd., accounted for 32.9% and 10.1% of the Company’s total purchases, respectively. For the year ended March 31, 2024, three suppliers, namely Boxi, Zibo Shuihe Trading Co., Ltd. (“Zibo Shuihe”) and Shandong Lijiabo Trading Co., Ltd. (“Shandong Lijiabo”), accounted for 33.6%, 10.6% and 11.1% of the Company’s total purchases, respectively. For the year ended March 31, 2023, Boxi accounted for 50.1% of the Company’s total purchases. Boxi offers the PRC operating entities with electric appliances of the brand Siemens. However, the lack of diversification in the PRC operating entities’ supplier base increases its vulnerability to fluctuations in electric appliance cost, which could have a negative impact on its gross margin.

In addition, since August 2022, Dongying Yiqun has been purchasing electric appliances from Boxi through a related-party company, Dongying Borui Da Trading Co., Ltd (“Borui Da”), an entity affiliated with Mr. Yi Tian and his daughter, Ms. Qian Tian. Mr. Yi Tian is the legal representative and general manager of the VIE Entity Dongying Yiqun. Ms. Qian Tian owns 95% of Borui Da’s equity. See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Revenue from Electric Appliance Product Sales” and “Related Party Transactions.” This arrangement was because Dongying Yiqun once had a labor arbitration with its former employee in 2021, which was inconsistent with Boxi’s policy that requires its direct distributors not to be involved in any litigations or arbitrations. The labor arbitration was immaterial to Dongying Yiqun’s business operation and had been settled in May 2021. There is no purchase agreement currently in effect between Dongying Yiqun and Boxi. The purchase price charged by Borui Da to Dongying Yiqun depends on the market price, and Borui Da shall not set any limitation on the purchase price, or any profit amount or percentage. Furthermore, neither we nor Dongying Yiqun has direct ownership of Borui Da. There’s no guarantee that Dongying Yiqun can renew their contracts with Borui Da on substantially similar terms, or at all. If the relationship between Borui Da and Boxi or Dongying Yiqun deteriorates, or if either of the agreements between Borui Da and Boxi, or Borui Da and Dongying Yiqun, is unable to be renewed on substantially similar terms, or at all, whether due to unforeseen circumstances, changes in Boxi or Borui Da’s business strategy, or any other reasons, Dongying Yiqun would suffer disruptions in the procurement of Boxi. This could result in locating alternative electric appliance suppliers. As a result, our gross margin, financial performance, result of operations and ongoing growth could also be adversely affected.

Russia’s invasion of Ukraine could adversely affect our future business and results of operations.

We are a holding company incorporated in the Cayman Islands, through our wholly-owned subsidiaries and entities controlled through contractual arrangements, primarily engaged in retail and wholesale of various electric appliance products to customers in the PRC. Currently, we do not have any suppliers or customers in Ukraine or Russia. Our business and our result of operations have no direct exposure to Russia, Ukraine, or the adjoining geographic regions, and accordingly have not been materially impacted by the Russia’s invasion of Ukraine. However, the war in Ukraine and the related sanctions have increased global economic and geopolitical uncertainty. Our management continues to evaluate the impact of the ongoing war between Russia and Ukraine and resulting market volatility and has concluded that while it is reasonably possible that these events could have a negative effect on the Company’s future financial position, results of operations, the specific impact is not readily determinable as of the date of this prospectus. Although our financial results have not yet been adversely affected by the war in Ukraine, and we do not conduct business in Russia or Ukraine, our financial results, our ability to raise capital or raise capital on favorable terms, may be adversely affected by Russia’s invasion of Ukraine. In addition, the United States and other nations have raised the possibility of sanctions on China, Chinese banks, and companies with operations in China that do business with Russia or its allies. Although we do not conduct business in Russia, or with Russian counterparties, we may be impacted by sanctions imposed on third parties. Our operations may also be adversely impacted by any actions taken by China in response to the war or any related sanctions or threatened sanctions. Such actual or threatened sanctions and other geopolitical factors arising in connection with the way, such as continued political or economic instability or increased economic or political tensions between the United States and China, could also adversely affect our business and financial results, including our ability to raise capital or raise capital on favorable terms and the market price of our Class A ordinary shares.

Risks Related to Our Corporate Structure

If the PRC government deems that the contractual arrangements between Zhejiang JRWP Industrial and the VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.

We are a holding company incorporated in the Cayman Islands. As a holding company with no material operations of our own, we conduct all operations through the PRC operating entities established in the PRC, including the VIEs and the VIE Subsidiaries. We control and receive the economic benefits of our VIEs and the VIE Subsidiaries through contractual arrangements. Our Class A Ordinary Shares offered in this offering are shares of our offshore holding company instead of shares of the PRC operating entities in China. For a description of the share acquisitions, see “Corporate History and Structure.”

The VIEs contributed 100% of the Company’s consolidated results of operations and cash flows for the years ended March 31, 2023 and accounted for 100% of the consolidated total assets and liabilities as of March 31, 2023. During the year ended March 31, 2024, the Company, Bai Zhi HK, WFOE and WFOE’s subsidiary Zhejiang JRWP Industrial only recorded immaterial amount of assets and liabilities (including cash of $859, prepaid expense of $30,021, accrued expense of $29,619 and due to related parties of $20,010 as of March 31, 2024). In addition, there was no revenue generated by the Company, Bai Zhi HK and the WFOE during fiscal year 2024, operating expenses and net loss reported by the Company, Bai Zhi HK and the WFOE amounted to approximately $331,520 for the year ended March 31, 2024. As of September 30, 2024, the Company, Bai Zhi HK, WFOE and WFOE’s subsidiary Zhejiang JRWP Industrial only recorded immaterial amount of assets and liabilities (including cash of $6,691, prepaid expense of $277,813, due from related parties of $14,478, and due to related parties of $136,450 as of September 30, 2024). In addition, there was no revenue generated by the Company, Bai Zhi HK and the WFOE during the six months ended September 30, 2024, operating expenses and net loss reported by the Company, Bai Zhi HK and the WFOE amounted to approximately $351,421 for the six months ended September 30, 2024. As a result, total assets and liabilities presented on the consolidated balance sheets and revenue, expenses, and net income presented on the consolidated statement of comprehensive income as well as the cash flows from operating, investing and financing activities presented on the consolidated statement of cash flows are substantially the financial position, operating results and cash flows of the VIEs and the VIEs’ subsidiaries as of and for the six months ended September 30, 2024 and for the year ended March 31, 2024.

We rely on and expect to continue to rely on Zhejiang JRWP Industrial’s contractual arrangements with the VIEs to operate our business. These contractual arrangements, or the VIE Agreements, may not be as effective in providing us with control over our VIEs as ownership of controlling equity interests would be in providing us with control over or enabling us to derive economic benefits from the operation of the VIEs. Under the current VIE Agreements, as a legal matter, if the VIEs or any of its shareholders executing the VIE Agreements fails to perform its, his or her respective obligations under these contractual arrangements, we may have to incur substantial costs and resources to enforce such arrangements, and rely on legal remedies available under PRC laws, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure you will be effective. For example, if shareholders of a VIE were to refuse to transfer their equity interests in such variable interest entity to us or our designated persons when we exercise the purchase option pursuant to the VIE Agreements, we may have to take a legal action to compel them to fulfill their contractual obligations.

If (i) the applicable PRC authorities invalidate the VIE Agreements for violation of PRC laws, rules and regulations, (ii) any VIE Entity or its shareholders terminate the relevant VIE Agreements, (iii) any VIE Entity or its shareholders fail to perform their obligations under the VIE Agreements, or (iv) if these regulations change or are interpreted differently in the future, our business operations in China would be materially and adversely affected, and the value of your shares would substantially decrease or even become worthless. Further, if we fail to renew the VIE Agreements upon their expiration, we would not be able to continue our business operations unless the then current PRC law allows us to directly operate businesses in China.

In addition, if any VIE Entity or all or part of its assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all our business activities, which could materially and adversely affect our business, financial condition and results of operations. If any of the VIE Entity undergoes a voluntary or involuntary liquidation proceeding, its shareholders or unrelated third-party creditors may claim rights to some or all these assets, thereby hindering our ability to operate our business, which could materially and adversely affect our business and our ability to generate revenues.

The VIE Agreements may not be as effective as direct ownership in providing us with control over our VIEs. For example, our VIEs and their shareholders could breach the VIE Agreements with us by, among other things, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental to our interests. If we had direct ownership of our VIEs, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of our VIEs, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level. However, under the current VIE Agreements, we rely on the performance by our VIEs and their shareholders of their obligations under the contracts to exercise control over our VIEs. The shareholders of our consolidated VIEs may not act in the best interests of our Company or may not perform their obligations under the VIE Agreements. Such risks exist throughout the period in which we intend to operate certain portions of our business through the VIE Agreements with our VIEs.

If our VIEs or their shareholders fail to perform their respective obligations under the VIE Agreements, we may have to incur substantial costs and expend additional resources to enforce such contractual arrangements. For example, if the shareholders of our VIEs refuse to transfer their equity interest in our VIEs to us or our designee if we exercise the purchase option pursuant to the VIE Agreements, or if they otherwise act in bad faith toward us, then we may have to take legal actions to compel them to perform their contractual obligations. In addition, if any third parties claim any interest in such shareholders’ equity interests in our VIEs, our ability to exercise shareholders’ rights or foreclose the share pledge according to the VIE Agreements may be impaired. If these or other disputes between the shareholders of our VIEs and third parties were to impair our control over our VIEs, our ability to consolidate the financial results of our VIEs would be affected, which would in turn result in a material adverse effect on our business, operations and financial condition.

In the opinion of our PRC legal counsel, DOCVIT, each of the VIE Agreements among Zhejiang JRWP Industrial, our VIEs and its shareholders governed by PRC laws are valid, binding and enforceable, and will not result in any violation of PRC laws or regulations currently in effect. However, our PRC legal counsel has also advised us that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations, and rules. Accordingly, the PRC regulatory authorities may ultimately take a view that is contrary to the opinion of our PRC legal counsel. In addition, it is uncertain whether any new PRC laws or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide. PRC government authorities may deem that foreign ownership is directly or indirectly involved in our VIEs’ shareholding structure. If our corporate structure and contractual arrangements are deemed by the MIIT or the MOFCOM or other regulators having competent authority to be illegal, either in whole or in part, we may lose control of our consolidated VIEs and have to modify such structure to comply with regulatory requirements. However, there can be no assurance that we can achieve this without material disruption to our business.

All of these VIE Agreements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. The legal environment in the PRC has some differences with other jurisdictions, such as the United States. As a result, these differences in the PRC legal system could limit our ability to enforce the VIE Agreements. In the event we are unable to enforce these VIE Agreements, we may not be able to control the VIEs and we may be precluded from operating our business, which would have a material adverse effect on our financial condition and results of operations.

Furthermore, if we, or our VIEs are found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including, without limitation:

The imposition of any of these penalties would result in a material and adverse effect on our ability to conduct our business. In addition, it is unclear what impact the PRC government actions would have on us and on our ability to consolidate the financial results of our WOFE, Zhejiang JRWP Industrial, the VIEs and the VIE Subsidiaries in our consolidated financial statements, if the PRC government authorities were to find our corporate structure and the VIE Agreements to be in violation of PRC laws and regulations. If the imposition of any of these government actions causes us to lose our right to direct the activities of our Zhejiang JRWP Industrial, the VIEs and the VIE Subsidiaries, or our right to receive substantially all the economic benefits and residual returns from them, and we are not able to restructure our corporate structure and operations in a satisfactory manner, we would no longer be able to consolidate the financial results of them in our consolidated financial statements. Either of these results, or any other significant penalties that might be imposed on us in this event, would have a material adverse effect on our financial condition and results of operations.

The shareholders of the VIEs may have actual or potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.

As of the date of this prospectus, we are not aware of any conflicts between the shareholders of the VIEs and us. However, the shareholders of the VIEs may have actual or potential conflicts of interest with us in the future. As of the date of this prospectus, Mr. Jun Chang holds a 100% ownership interest in Dongying Yiqun, Mr. Xiaolin Wang holds a 100% ownership interest in Zibo Lunsheng, Mr. Xiaolin Wang and Ms. Ruixue Qiu hold 70% and 30% ownership interests in Ji'nan Zhongyue, respectively, Mr. Haojia Liu holds a 100% ownership interest in Shandong Yangxin, and Mr. Haojia Liu and Ms. Juanjuan Si hold 43.66% and 17.94% ownership interests in Zhejiang JRWP Quanwu, respectively. The shareholders of VIEs may refuse to sign or breach, or cause the VIEs to breach, or refuse to renew, the VIE Agreements we have with them and the VIEs, which would have a material and adverse effect on our ability to effectively exercise our contractual rights in the VIEs and receive economic benefits from them. For example, the shareholders may be able to cause our agreements with the VIEs to be performed in a manner adverse to us by, among other things, failing to remit payments due under the VIE Agreements to us on a timely basis. We cannot assure you that when conflicts of interest arise any or all of these shareholders will act in the best interests of the Company or such conflicts will be resolved in our favor. Currently, we do not have any arrangements to address potential conflicts of interest between these shareholders and our Company. If we cannot resolve any conflict of interest or dispute between us and these shareholders, we would have to rely on legal proceedings, which could result in disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

If we exercise the option to acquire equity ownership of the VIEs, the ownership transfer may subject us to certain limitations and substantial costs.

Pursuant to the Special Administrative Measures (the “Negative List”) for Foreign Investment Access (2024 Edition), foreign investors are not allowed to hold more than 50% of the equity interests of any company providing value-added telecommunications services, including ICP services, with the exception of e-commerce, domestic multi-party communications, storage-forwarding, and call centers businesses. Pursuant to the Regulations for the Administration of Foreign-Invested Telecommunications Enterprises promulgated by the State Council, the main foreign investor who invests in a value-added telecommunications business in China must possess prior experience in operating value-added telecommunications businesses and a proven track record of business operations overseas, or the Qualification Requirements. We face the risk of not satisfying the requirement promptly. In addition, the Special Administrative Measures (Negative List) for Foreign Investment Access (2024 Edition) prohibits foreign investors from investing in internet culture activities with the exception of music. If the PRC laws were revised to allow foreign investors to hold more than 50% of the equity interests of value-added telecommunications enterprises, due to the necessity of ICP services, we might be unable to terminate the VIE Agreements until we were able to comply with the Qualification Requirements, or if we attempt to terminate the VIE Agreements before we are able to comply with the Qualification Requirements we may be ineligible to operate our value-added telecommunication and may be forced to suspend their operations, which could materially and adversely affect our business, financial condition, and results of operations.

Pursuant to the VIE Agreements, we have the exclusive right to purchase all or any part of the equity interests in the VIE from the respective equity holders for a nominal price, unless the relevant government authorities or PRC laws request that the equity interests be evaluated upon purchase and in which case the purchase price shall be adjusted based on the evaluation result. Subject to relevant laws and regulations, the respective equity holders shall return any amount of purchase price they have received to Zhejiang JRWP Industrial. If such a return of purchase price takes place, the tax for ownership transfer income requires Zhejiang JRWP Industrial to pay, which was 20% of income from equity transfer and could be substantial.

Our VIE Agreements may not be as effective in providing operational control as direct ownership and the VIE shareholders may fail to perform their obligations under our VIE Agreements.

The Negative List stipulates that foreign investors cannot own more than 50% of the equity interests in a value-added telecommunication enterprise, except for sectors such as e-commerce, domestic multi-party communications, storage-forwarding, and call centers. Additionally, the primary foreign investor in such an enterprise must have experience in providing value-added telecommunications services overseas and maintain a good track record. As we plan to launch our e-commerce businesses in electric appliance sales and electric appliance sales-related services through the Mini Program. PRC laws restrict foreign equity ownership in such enterprises in China, and, therefore, we are compelled to operate value-added telecommunication businesses through VIEs. In these VIEs, we hold no ownership interests and rely on a series of VIE Agreements with the VIEs and their respective equity holders to control and operate these businesses. Our revenue and cash flow from such businesses are attributed to the VIEs. The VIE Agreements may not be as effective as direct ownership in providing us with control over the VIEs. Direct ownership would allow us, for example, to exercise our rights directly or indirectly as a shareholder to effect changes in the boards of directors of the VIEs, which, in turn, could effect changes, subject to any applicable fiduciary obligations at the management level. However, under the VIE Agreements, as a legal matter, if the VIEs or their equity holders fail to perform their respective obligations under the VIE Agreements, we may have to incur substantial costs and expend significant resources to enforce those arrangements and resort to litigation or arbitration and rely on legal remedies under PRC laws. These remedies may include seeking specific performance or injunctive relief and claiming damages, any of which may not be effective. In the event we are unable to enforce these VIE Agreements, or we experience significant delays or other obstacles in the process of enforcing these VIE Agreements, we may not be able to exercise our rights as the primary beneficiary over the VIEs and may lose control over the assets owned by the VIE. As a result, we may be unable to consolidate the VIEs in our consolidated financial statements, which could materially and adversely affect our financial condition and results of operations.

Any failure by the VIEs, or their shareholders to perform their obligations under the VIE Agreements with them would have a material adverse effect on our business.

We refer to the VIEs’ shareholders as nominee shareholders. They remain the holders of equity interests on record, but they have irrevocably authorized an individual appointed by Zhejiang JRWP Industrial to exercise their shareholder rights in the relevant VIEs. If either the VIEs or their shareholders fail to honor the VIE Agreements, we may face significant costs and resource expenditure to enforce them. Our legal options would be, under PRC laws, seeking specific performance, injunctive relief, and claiming damages. However, we cannot guarantee the effectiveness of these remedies in the PRC. For instance, if the VIE shareholders refuse to transfer their equity interest to us—or our designee—upon exercising the purchase option pursuant to the VIE Agreements, or if they were otherwise to act in bad faith toward us, then, we may have to take legal actions to compel them to perform their contractual obligations.

All of the VIE Agreements are governed by PRC laws and specify that disputes will be resolved through arbitration in China. Therefore, these contracts will be interpreted based on PRC laws, and disputes will be settled according to PRC legal procedures. The PRC legal system has some differences with other jurisdictions like the United States. As a result, these differences in the PRC legal system could limit our ability to enforce these contracts. There are very few precedents and limited guidance on how contractual arrangements for a consolidated variable interest entity should be interpreted or enforced under PRC laws, which adds to the uncertainty. Moreover, arbitration awards in the PRC are final, and parties can’t appeal unless a competent court revokes the award or declares it unenforceable. If we can’t enforce the arbitration awards within a certain time limit, we then have to go through additional arbitration award recognition proceedings in the PRC courts, which will let us incur further expenses and delays. If we fail to enforce the VIE Agreements or encounter significant delays or obstacles in the enforcement process, we may lose our primary beneficiary status over our consolidated VIEs, negatively affecting our business operations.

The VIE Agreements in relation to the VIEs may be subject to scrutiny by the PRC tax authorities and they may determine that we or the VIEs owe additional taxes, which could negatively affect our financial condition and the value of your investment.

Under applicable PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities within 10 years after the taxable year when the transactions are conducted. We could face material and adverse tax consequences if the PRC tax authorities determine that the VIE Agreements were not entered into on an arm’s length basis in such a way as to result in an impermissible reduction in taxes under applicable PRC laws, rules, and regulations, and adjust the income of the VIEs in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among other things, result in a reduction of expense deductions recorded by the VIEs for PRC tax purposes, which could in turn increase their tax liabilities without reducing our PRC subsidiaries’ tax expenses. In addition, the PRC tax authorities may impose late payment fees and other penalties on the VIEs for the adjusted but unpaid taxes according to the applicable regulations. Our financial position could be materially and adversely affected if the tax liabilities of the VIEs increase or if they are required to pay late payment fees and other penalties.

We may lose the ability to use, or otherwise benefit from, the licenses, approvals and assets held by the VIEs, which could severely disrupt our business, render us unable to conduct some or all of our business operations and constrain our growth.

We rely on VIE Agreements with the VIEs to use, or otherwise benefit from, certain foreign restricted licenses and permits that we need or may need in the future as our business continues to expand, such as the internet content provider license, held by one of the VIEs.

The VIE Agreements contain terms that specifically obligate the VIEs’ shareholders to ensure the valid existence of the VIEs and restrict the disposal of material assets of the VIEs. However, in the event the VIEs’ shareholders breach the terms of the VIE Agreements and voluntarily liquidate the VIEs, or the VIEs declare bankruptcy and all or part of their assets become subject to liens or rights of third-party creditors, we may be unable to conduct some or all of our business operations or otherwise benefit from the assets held by the VIEs, which could have a material adverse effect on our business, financial condition, and results of operations. Furthermore, if the VIEs undergo a voluntary or involuntary liquidation proceeding, their shareholders or unrelated third-party creditors may claim rights to some or all the assets of the VIEs, thereby hindering our ability to operate our business and constrain our growth.

If the custodians or authorized users of the PRC affiliates controlling non-tangible assets, including chops and seals, fail to fulfill their responsibilities, or misappropriate or misuse these assets, their business and operations could be materially and adversely affected.

Under PRC law, legal documents for corporate transactions, including agreements and contracts, are executed using the chop or seal of the signing entity or with the signature of a legal representative whose designation is registered and filed with the relevant local branch of the SMAR, formerly known as the State Administration for Industry and Commerce (“SAIC”). Our PRC affiliates execute legal documents by affixing chops or seals, rather than having the designated legal representatives sign the documents.

The PRC affiliates use two major types of chops: corporate chops and finance chops. Chops are seals or stamps used by a PRC company to legally authorize documents, often in place of a signature. The PRC affiliates use corporate chops for documents to be submitted to government agencies, such as applications for changing business scope, directors, company name, or any other legal letters. The PRC affiliates use finance chops for making and collecting payments such as issuing invoices. Use of corporate chops must be approved by The PRC affiliates’ legal departments and administrative departments, and use of finance chops must be approved by The PRC affiliates’ finance department. The chops of the PRC affiliates are held by the relevant entities so that documents can be executed locally. Although they usually utilize chops to execute contracts, the registered legal representatives of the PRC affiliates have the apparent authority to enter into contracts on behalf of such entities without chops, unless such contracts set forth otherwise.

To maintain the security of the chops, the PRC affiliates store them in secured locations that are accessible only to the designated key employees of the PRC affiliates’ legal, administrative, or finance departments. The PRC affiliates’ designated legal representatives do not have access to the chops. Although they have approval procedures in place and monitor their key employees, including the designated legal representatives of the PRC affiliates, the procedures may not be sufficient to prevent all instances of abuse or negligence. In addition, the PRC affiliates also separate the authorized user of chops from the keeper of keys to the storage room and install security cameras for the storage room. There is a risk that the PRC affiliates’ key employees or designated legal representatives could abuse their authority, for example, by binding the PRC affiliates with contracts against our or the PRC affiliates’ interests, as the PRC affiliates would be obligated to honor these contracts if the other contracting party acts in good faith in reliance on the apparent authority of their chops or signatures of their legal representatives. If any designated legal representative obtains control of the chop and obtains control over the relevant entity, the PRC affiliates would need to have a shareholder or board resolution to designate a new legal representative to take legal action to seek the return of the chop, apply for a new chop with the relevant authorities, or otherwise seek legal remedies for the legal representative’s misconduct. If any of the designated legal representatives obtains, misuses, or misappropriates the PRC affiliates’ chops and seals or other controlling intangible assets for whatever reason, the PRC affiliates could experience disruption to their normal business operations. The PRC affiliates may have to take corporate or legal action, which could involve significant time and resources to resolve the matter, while distracting management from their operations, and our business operations may be materially and adversely affected.

Risks Related to this Offering and the Trading Market

There has been no public market for our Class A Ordinary Shares prior to this offering, and you may not be able to resell our Class A Ordinary Shares at or above the price you pay for them, or at all.

Prior to this offering, there has not been a public market for our Class A Ordinary Shares. We have applied to list our Class A Ordinary Shares on Nasdaq. However, an active public market for our Class A Ordinary Shares may not develop or be sustained after the offering, in which case the market price and liquidity of our Class A Ordinary Shares will be materially and adversely affected.

The initial public offering price for our Class A Ordinary Shares may not be indicative of prices that will prevail in the trading market and such market prices may be volatile.

The initial public offering price for our Class A Ordinary Shares will be determined by negotiations between us and the underwriters, and does not bear any relationship to our earnings, book value, or any other indicia of value. We cannot assure you that the market price of our Class A Ordinary Shares will not decline significantly below the initial public offering price. The financial markets in the United States and other countries have experienced significant price and volume fluctuations in the last few years. Volatility in the price of our Class A Ordinary Shares may be caused by factors outside of our control and may be unrelated or disproportionate to changes in the results of our operations.

The offering price of the primary offering and resale offering could differ.

The offering price of the primary offering (the initial public offering) will be determined by negotiations between the Company and the underwriters based upon several factors, including our prospects and the history and prospects for the industry in which we compete; an assessment of our management; our prospects for future revenue and earnings; the recent prices of, and demand for, shares sold by us prior to this offering; the general condition of the securities markets at the time of this offering; the recent market prices of, and demand for, publicly traded securities of generally comparable companies; and other factors deemed relevant by us and the underwriters. The offering price in the primary offering bears no relationship to our assets, earnings or book value, or any other objective standard of value. Additionally, the estimated offering price in the primary offering of $5.00 per share (which is the midpoint of the estimated range of the initial public offering price shown on the cover page of the Public Offering Prospectus) is substantially higher than the prices at which the Selling Shareholders acquired their shares.

The Selling Shareholders may sell the Resale Shares at prevailing market prices or privately negotiated prices after the close of the primary offering and listing of our Class A Ordinary Shares on the Nasdaq Capital Market. Therefore, the offering prices of our Class A Ordinary Shares in the primary offering and the resale offering could differ. As a result, purchasers in the resale offering could pay more or less than the offering price in the primary offering.

The resale by the Selling Shareholders may cause the market price of our Class A Ordinary Shares to decline.

The resale of our Class A Ordinary Shares by the Selling Shareholders in the resale offering could result in resales of our Class A Ordinary Shares by our other shareholders concerned about selling volume. In addition, the resale by the Selling Shareholders could have the effect of depressing the market price for our Class A Ordinary Shares.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As such, we have not instituted any cash management policies that dictate how funds are transferred among our Company, the subsidiaries, or the VIEs. As a result, you may only receive a return on your investment in our Class A Ordinary Shares if the market price of our Class A Ordinary Shares increases.

If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our Class A Ordinary Shares, the price of our Class A Ordinary Shares and trading volume could decline.

The trading market for our Class A Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our Class A Ordinary Shares would likely decline. If one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Class A Ordinary Shares and the trading volume to decline.

If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Class A Ordinary Shares may decline.

Prior to this offering, we have been a private company with limited accounting personnel and other resources to address our internal control procedures. Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. However, in preparing our consolidated financial statements as of and for the fiscal years ended March 31, 2024 and 2023, we have identified material weaknesses in our internal control over financial reporting, as defined in the standards established by the PCAOB and other control deficiencies. The material weaknesses identified are as follows: (i) lack of sufficient and qualified accounting personnels and resources with appropriate knowledge of U.S. GAAP when dealing with daily accounting activities and complex accounting issues; and (ii) inadequate design and implementation of internal control over the financial reporting for the periods being audited, including preparation and reviewing of consolidated financial statements and related disclosures under US GAAP and SEC requirements. These material weaknesses remained as of September 30, 2024 and March 31, 2024. As a result of inherent limitations, our internal control over financial reporting may not prevent or detect misstatements, errors, or omissions.

To remedy our previously identified material weakness, we and the VIEs have undertaken and will continue to undertake steps to strengthen our internal control over financial reporting. These measures include the following:

However, such measures have not been fully implemented and we conclude that the material weakness in our internal control over financial reporting had not been remediated as of September 30, 2024, and as of March 31, 2024 due to the nature of the remediation process and the need to allow adequate time after implementation to evaluate and test the effectiveness of the controls, management expects the material weaknesses will be fully remediated in approximately fifteen to eighteen months, and expected the cost to be approximately $160,000 annually.

In addition, once we cease to be an “emerging growth company” as such term is defined under the Jumpstart Our Business Startups Act, or JOBS Act, Section 404 of the Sarbanes-Oxley Act of 2002 and related rules promulgated by the Securities and Exchange Commission, we will be subject to Section 404 of the Sarbanes-Oxley Act of 2002, pursuant to which our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated, or reviewed, or if it interprets the relevant requirements differently from us. In addition, our reporting obligations may place a significant strain on our management, operational, and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

Upon completion of this offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002 will require that we include a report of management on our internal control over financial reporting in our second annual report on Form 20-F following the consummation of this offering. In addition, our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting beginning with our annual report on Form 20-F following the date on which we are no longer an “emerging growth company,” which may be up to five full years following the date of this offering. If we identify material weaknesses in our internal control over financial reporting, or if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Class A Ordinary Shares could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the Securities and Exchange Commission, or the SEC, or other regulatory authorities, which could require additional financial and management resources.

Our management team lacks experience in managing a U.S.-listed public company and complying with laws applicable to such company, the failure of which may adversely affect our business, financial condition and results of operations.

Our current management team lacks experience in managing a company publicly traded in the U.S., interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies listed in the U.S. Prior to the completion of this offering, we operate all of our businesses through the PRC operating entities in the PRC. As a result of this offering, we will become subject to significant regulatory oversight and reporting obligations under the U.S. federal securities laws and the scrutiny of securities analysts and investors, and our management currently has no experience in complying with such laws, regulations, and obligations. Therefore, our management team may not successfully or efficiently manage our transition to becoming a U.S. listed public company. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition, and results of operations.

We will incur increased costs as a result of being a public company.

Once we become a public company, we will incur significant legal, accounting, and other expenses that we did not incur as a private company prior to this offering. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the SEC and Nasdaq, have required changes in corporate governance practices of public companies. We expect these new rules and regulations to increase our legal, accounting, and financial compliance costs and to make certain corporate activities more time-consuming and costly. In addition, we incur ongoing additional costs associated with our public company reporting requirements. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

The dual class structure of our Ordinary Shares will have the effect of concentrating voting control with Mr. Haojia Liu, who will beneficially own 83.92% of the aggregate voting power of our total issued and outstanding share capital following the completion of this offering assuming no exercise of the over-allotment option by the underwriters, preventing you and other stockholders from influencing significant corporate matters, including the election of directors, amendments to our memorandum and articles of association, mergers and consolidations, sale of all or substantially all of our assets and other significant corporate actions requiring shareholder approval.

As of the date of this prospectus, the authorized share capital of the Company is US$50,000 divided into 100,000,000 Ordinary Shares of a par value of US$0.0005 each, comprising 90,000,000 Class A Ordinary Shares of a par value of US$0.0005 each and 10,000,000 Class B Ordinary Shares of a par value of US$0.0005 each. As of the date of this prospectus, there are 13,000,000 Class A Ordinary Shares and 7,000,000 Class B Ordinary Shares issued and outstanding. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a vote by the shareholders. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company and each Class B Ordinary Share shall entitle the holder thereof to ten (10) votes on all matters subject to vote at general meetings of the Company. Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights.

The currently issued and outstanding Class B Ordinary Shares are beneficially owned by Mr. Haojia Liu, representing 84.34% of the aggregate voting power of our total issued and outstanding share capital as of the date hereof, and together with the Class A Ordinary Shares beneficially owned by Mr. Haojia Liu, 85.18%. Upon the completion of this offering, Mr. Liu will beneficially own 83.92% of the aggregate voting power of our total issued and outstanding share capital assuming no exercise of the over-allotment option by the underwriters. Because of the ten-to-one voting ratio between our Class B Ordinary Shares and Class A Ordinary Shares, Mr. Liu will be able to control all matters submitted to our shareholders for approval such as decisions regarding mergers and consolidations, election of directors and other significant corporate actions. This concentrated ownership will limit the ability of holders of Class A Ordinary Shares to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A Ordinary Shares may view as beneficial. Furthermore, any future issuances of Class B Ordinary Shares may be dilutive to the voting power of holders of Class A Ordinary Shares.

As a result, for so long as Mr. Liu beneficially owns a controlling or significant voting power in our total issued and outstanding share capital, he generally will be able to control or significantly influence, directly or indirectly and subject to applicable law, significant corporate matters affecting us, including:

Even if Mr. Haojia Liu were to dispose of certain Class B Ordinary Shares such that it would control less than a majority of the voting power of our total issued and outstanding share capital, he may be able to influence the outcome of certain corporate actions so long as it retains Class B Ordinary Shares. Mr. Haojia Liu’s controlling or significant ownership of the voting power of our total issued and outstanding share capital may limit your ability to influence corporate actions and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A Ordinary Shares may view as beneficial.

Mr. Liu may have interests that differ from yours and may vote in a way with which you disagree, and which may be adverse to your interests. Corporate action might be taken even if other shareholders, including those who purchase Class A Ordinary Shares in this offering, oppose them. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our Company, which could have the effect of depriving our other shareholders of an opportunity to receive a premium for their shares as part of a sale of our Company and might ultimately affect the market price of our Class A Ordinary Shares.

Furthermore, we cannot predict whether our dual-class structure will result in a lower or more volatile market price of our Class A Ordinary Shares or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with dual-class share structures in certain of their indexes. In July 2017, FTSE Russell and S&P Dow Jones announced that they would cease to allow most newly public companies utilizing dual-class capital structures to be included in their indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. Beginning in 2017, MSCI, a leading stock index provider, opened public consultations on their treatment of dual-class structures and temporarily barred new dual-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under the announced policies, our dual-class capital structure makes us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices are not expected to invest in our stock. These policies are still fairly new, and it is yet unclear what effect, if any, they will have on the valuations of publicly traded companies excluded from the indices, but it is possible that they may depress these valuations compared to those of other similar companies that are included. Because of our multi-class structure, we will likely be excluded from certain of these indexes and we cannot assure you that other stock indexes will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make our Class A Ordinary Shares less attractive to other investors. As a result, the market price of our Class A Ordinary Shares could be adversely affected.

Since we are a “controlled company” within the meaning of Nasdaq listing rules, we may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.

The currently issued and outstanding Class B Ordinary Shares are beneficially owned by Mr. Haojia Liu, representing 84.34% of the aggregate voting power of our total issued and outstanding share capital as of the date hereof, and together with the Class A Ordinary Shares beneficially owned by Mr. Haojia Liu, 85.18%.  Following this offering, Mr. Haojia Liu will beneficially own 83.92% of the aggregate voting power of our total issued and outstanding share capital, assuming no exercise of the underwriters’ over-allotment option, or 83.73% assuming full exercise of the underwriters’ over-allotment option. Mr. Liu will have the ability to control matters requiring shareholder approval, including the election of directors, amendment of memorandum and articles of association and approval of certain major corporate transactions. Under Nasdaq listing rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and is permitted to phase in its compliance with the independent committee requirements. Although we do not intend to rely on the “controlled company” exemptions under Nasdaq listing rules even if we are deemed a “controlled company,” we could elect to rely on these exemptions in the future. If we were to elect to rely on the “controlled company” exemptions, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, if we rely on the exemptions, during the period we remain a controlled company and during any transition period following a time when we are no longer a controlled company, you will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

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, stock price and reputation.

U.S. public companies that have all their operations in China have been the subject of intense scrutiny and criticism, as well as the negative publicity by investors, financial commentators, and regulatory agencies, such as the SEC. Much of these negative coverages have 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. As a result, the publicly traded stock of many U.S. listed Chinese companies sharply decreased in value and even occasionally 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 unclear what effect this sector-wide scrutiny, criticism, and negative publicity will have on us, our business, and our stock price. If 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 will distract our management from developing our growth. If such allegations are not proven to be groundless, we and our business operations will be severely affected, and you could sustain a significant decline in the value of our stock.

The market price of our Class A 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 initial public offering price.

Recently, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with several recent initial public offerings, especially among companies with relatively smaller public floats. The initial public offering price for our Class A Ordinary Shares will be determined through negotiations between the underwriters and us and may vary from the market price of our Class A Ordinary Shares following our initial public offering. If you purchase our Class A Ordinary Shares in our initial public offering, you may not be able to resell those shares at or above the initial public offering price. We cannot assure you that the initial public offering price of our Class A Ordinary Shares, or the market price following our initial public offering, will equal or exceed prices in privately negotiated transactions of our shares that have occurred from time to time prior to our initial public offering. The market price of our Class A Ordinary Shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

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, shareholders have filed securities class action litigation following periods of market volatility. If 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.

The sale or availability for sale of substantial amounts of Class A Ordinary Shares could adversely affect their market price.

Sales of substantial amounts of the Class A Ordinary Shares in the public market after the completion of this offering, or the perception that these sales could occur, could adversely affect the market price of the Class A Ordinary Shares and could materially impair our ability to raise capital through equity offerings in the future. The Class A Ordinary Shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, and shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lockup agreements.

There will be 14,250,000 Class A Ordinary Shares outstanding immediately after this offering, or 14,437,500 Class A Ordinary Shares if the underwriters exercise their option to purchase our shares in full. In connection with this offering, we, our directors and executive officers and the holders of 5% or more of our issued and outstanding Class A Ordinary Shares or Class B Ordinary Shares have agreed with the underwriters, subject to certain exceptions, not to offer, sell, or otherwise transfer or dispose of, directly or indirectly, any of Class A Ordinary Shares or securities convertible into or exercisable or exchangeable for the Class A Ordinary Shares for a period of six months after the date of this prospectus. However, the underwriters may release these securities from these restrictions at any time.

We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other holders or the availability of these securities for future sale will have on the market price of the Class A Ordinary Shares (see “Underwriting” and “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our securities after this offering).

We will incur increased costs for being public, particularly after we cease to qualify as an “emerging growth company.”

Upon completion of this offering, we will become a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and Nasdaq, impose various requirements on the corporate governance practices of public companies. As an “emerging growth company” pursuant to the JOBS Act, we may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company,” we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance increased disclosure requirements.

There can be no assurance we will not be a passive foreign investment company (“PFIC”), for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. investors in our Class A Ordinary Shares.

In general, a non-U.S. corporation is a PFIC for U.S. federal income tax purposes for any taxable year in which (i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the average value of its assets (generally determined on a quarterly basis) consists of assets that produce, or are held for the production of, passive income. For the purposes of the above calculations, we will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% (by value) of the stock.

Based upon the manner in which we currently operate our business, the expected composition of our income and assets and the value of our assets, we do not expect to be a PFIC for the current taxable year or in the foreseeable future. However, this is a factual determination that must be made annually after the close of each taxable year, and the application of the PFIC rules is subject to uncertainty in several respects. The value of our assets for the purposes of the PFIC determination will generally be determined by reference to the market price of our Class A Ordinary Shares, which could fluctuate significantly. In addition, our PFIC status will depend on the manner we operate our workspace business (and the extent to which our income from workspace membership continues to qualify as active for PFIC purposes). Furthermore, it is not entirely clear how the contractual arrangements between us, the VIEs and their nominal shareholders will be treated for purposes of the PFIC rules, and we may be or become a PFIC if the VIEs are not treated as owned by us. Because of these uncertainties, there can be no assurance we will not be a PFIC for the current taxable year, or will not be a PFIC in the future.

If we were a PFIC for any taxable year during which a U.S. investor owns our Class A Ordinary Shares, certain adverse U.S. federal income tax consequences could apply to such U.S. investor. See “Material Income Tax Consideration—United States Federal Income Taxation—PFIC.”

Our board of directors may decline to register transfers of Class A Ordinary Shares in certain circumstances.

Except in connection with the settlement of trades or transactions entered into through the facilities of a stock exchange or automated quotation system on which our Class A Ordinary Shares are listed or traded from time to time, our directors may in their absolute discretion decline to register any transfer of any share without assigning any reason therefor.

If our directors refuse to register a transfer, they shall, within three calendar months after the date on which the transfer was lodged with the Company, send notice of the refusal to each of the transferor and the transferee. The registration of transfers may, on ten (10) calendar days’ notice being given by advertisement in such one or more newspapers, by electronic means or by any other means in accordance with Nasdaq listing rules, be suspended and the register of members closed at such times and for such periods as our board of directors may, in their absolute discretion, from time to time determine, provided that such registration of transfers shall not be suspended nor the register of members closed for more than thirty (30) calendar days in any calendar year.

This, however, is unlikely to affect market transactions of the Class A Ordinary Shares purchased by investors in the public offering. Once the Class A Ordinary Shares have been listed, the legal title to such Class A Ordinary Shares and the registration details of those Class A Ordinary Shares in the Company’s register of members will remain with DTC/Cede & Co. All market transactions with respect to those Class A Ordinary Shares will then be carried out without the need for any kind of registration by the directors, as the market transactions will all be conducted through the DTC systems.

The obligation to disclose information publicly may put us at a disadvantage to competitors that are private companies.

Upon completion of this offering, we will be a publicly listed company in the U.S. As a publicly listed company, we will be required to file periodic reports with the SEC upon the occurrence of matters that are material to our company and shareholders. In some cases, we may have to disclose material agreements or operating results that we wouldn’t need to disclose if we were a private company. This information, which would otherwise be confidential, could be accessed by our competitors. This may give them advantages in competing with our company. Similarly, as a U.S.-listed public company, we will be governed by U.S. laws that our competitors, which are mostly private Chinese companies, are not required to follow. If compliance with U.S. laws increases our expenses or diminishes our competitiveness against other companies, this listing could impact our results of operations.

We are a “foreign private issuer,” and our disclosure obligations differ from those of U.S. domestic reporting companies. As a result, we may not provide you the same information as U.S. domestic reporting companies or we may provide information at different times, which may make it more difficult for you to evaluate our performance and prospects.

We are a foreign private issuer and are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we will not be required to issue quarterly reports or proxy statements. We will also not be required to disclose detailed individual executive compensation information. Furthermore, our directors and executive officers will not be required to report equity holdings under Section 16 of the Exchange Act and will not be subject to the insider short-swing profit disclosure and recovery regime.

As a foreign private issuer, we will also be exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. However, we will still be subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act. Since many of the disclosure obligations imposed on us as a foreign private issuer differ from those imposed on U.S. domestic reporting companies, you should not expect to receive the same information about us and at the same time as the information provided by U.S. domestic reporting companies.

We are an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this will make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This will make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Because we are an “emerging growth company,” we may not be subject to requirements that other public companies are subject to, which could affect investor confidence in us and our Class A Ordinary Shares.

For as long as we remain an “emerging growth company,” as defined in the JOBS Act, we will elect to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of shareholder approval of any golden parachute payments not previously approved. Because of these lessened regulatory requirements, our shareholders would be left without information or rights available to shareholders of more mature companies. If some investors find our Class A Ordinary Shares less attractive as a result, there may be a less active trading market for our Class A Ordinary Shares and our share price may be more volatile. See “Prospectus Summary—Implications of Our Being an ‘Emerging Growth Company.’”

The requirements of being a public company may strain our resources and divert management’s attention.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the securities exchange on which we list, and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules and regulations will nonetheless increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company.” The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results.

As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition and operating results will become more visible, which we believe may result in threatened or actual litigations by competitors and other third parties. If such claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business, brand and reputation and results of operations.

We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

We have broad discretion in the use of the net proceeds from our initial 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 (ii) 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 initial public offering. Our management will have significant discretion over how to use the net proceeds, which could be allocated towards working capital, potential acquisitions, and other general corporate purposes. Our shareholders might disagree with how we spend or invest these proceeds. If our management fails to apply these funds effectively, it could negatively impact our business and financial condition. Until the proceeds are used, we may invest the net proceeds from our initial public offering in ways that don’t generate income or that diminish in value.

There may not be an active, liquid trading market for our Class A Ordinary Shares.

Prior to this offering, there has been no public market for our Class A Ordinary Shares. An active trading market for our Class A 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 will be determined by negotiations between us and the underwriters based upon a number of factors. The initial public offering price may not be indicative of prices that will prevail in the trading market.

Shares eligible for future sale may adversely affect the market price of our Class A Ordinary Shares, as the future sale of a substantial amount of outstanding Class A Ordinary Shares in the public marketplace could reduce the price of our Class A Ordinary Shares.

The market price of our shares could decline as a result of sales of substantial amounts of our shares in the public market, or the perception that these sales could occur. In addition, these factors could make it more difficult for us to raise funds through future offerings of our Class A Ordinary Shares. All of the shares sold in the offering will be freely transferable without restriction or further registration under the Securities Act. The remaining shares will be “restricted securities” as defined in Rule 144. These shares may be sold in the future without registration under the Securities Act to the extent permitted by Rule 144 or other exemptions under the Securities Act. See “Shares Eligible for Future Sale.”

You will experience immediate and substantial dilution.

The initial public offering price of our shares is substantially higher than the net tangible book value per share of our Class A Ordinary Share. Consequently, when you purchase our Class A Ordinary Shares in the Offering, upon completion of the Offering you will incur immediate dilution of $4.71 per share if the underwriters do not exercise the over-allotment option and $4.67 per share if the underwriters exercise the over-allotment option in full, assuming an initial public offering price of $5.00, which is the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus. See “Dilution.”

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, the Companies Act (Revised) of the Cayman Islands, which we refer to as the Cayman Companies Act, and the common law of the Cayman Islands. The rights of shareholders to act against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England and Wales, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standings to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than copies of our memorandum and articles of association, our register of mortgages and charges, and any special resolutions passed by our shareholders) or to obtain copies of the register of members of these companies. Under Cayman Islands law, the names of our current directors can be obtained from a search conducted at the Registrar of Companies in the Cayman Islands. Our directors have discretion, under our post-offering articles of association, to determine whether and to what extent, at what times and places, and under what conditions or regulations, our corporate records shall be open to the inspection of our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

Techniques employed by short sellers may drive down the market price of the Class A Ordinary Shares.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale.

As it is in the short seller’s interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its prospects to create negative market momentum and generate profits for themselves after selling a security short. These short attacks have, in the past, led to selling of shares in the market.

Public companies that have substantially all their operations in China have been the subject of short selling. Much of the scrutiny and negative publicity has centered on allegations of a lack of effective internal control over financial reporting resulting in financial and accounting irregularities and mistakes, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result, many of these companies are now conducting internal and external investigations into the allegations and, in the interim, are subject to shareholder lawsuits and/or SEC enforcement actions.

It is not clear what effect such negative publicity could have on us. If we were to become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we could have to expend significant resources to investigate such allegations and/or defend ourselves.

While we would strongly defend against any such short seller attacks, we may be constrained in the way we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality. Such a situation could be costly and time-consuming and could distract our management from growing our business. Even if such allegations are ultimately proven to be groundless, allegations against us could severely impact our business, and any investment in the Class A Ordinary Shares could be greatly reduced or even rendered worthless.

Compensation of directors and officers may not be publicly available.

Under Cayman Islands law, the Company is not required to disclose compensation paid to our senior management on an individual basis and the Company has not otherwise publicly disclosed this information elsewhere. The management of the Company receive fixed and variable compensation. They also receive benefits in line with market practice. The fixed component of their compensation is set on market terms and adjusted annually. The variable component consists of cash bonuses (or the cash equivalent). Cash bonuses are paid to executive officers and members of management based on previously agreed targets for the business.

As a result of all the above, our public shareholders may have more difficulties in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current expectations and views of future events, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “potential,” “is/are likely to,” “continue,’ “may” or other similar expressions in this prospectus. These statements are likely to address our growth strategy, financial results and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

We describe certain material risks, uncertainties and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors.” We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. We qualify all our forward-looking statements by these cautionary statements.

You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement of which this prospectus forms a part, completely and with the understanding that our actual future results may be materially different or worse from what we expect. This prospectus also contains statistical data and estimates that we obtained from government and private publications which we believe to be reasonable, including industry data and information from the publications of Insight and Info and China Household Electrical Appliances Association. The market data contained in this prospectus involves a number of assumptions, estimates and limitations. The home electric appliance market and related markets in China and elsewhere may not grow at the rates projected by market data, or at all. The failure of these markets to grow at the projected rates may have a material adverse effect on our business and the market price of our stock. If any one or more of the assumptions underlying the market data turns out to be incorrect, actual results may differ from the projections based on these assumptions. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and elsewhere in this prospectus. You should not place undue reliance on these forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements in this prospectus are made based on events and information as of the date of this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement of which this prospectus forms a part, completely and with the understanding that our actual future results or performance may materially differ from what we currently expect.

USE OF PROCEEDS

We estimate that the net proceeds from the sale of 1,250,000 Class A Ordinary Shares in this offering will be approximately $4,207,830, after deducting the underwriting discounts, non-accountable expense allowance and estimated offering expenses payable by us, based on the assumed initial public offering price of $5.00 per Class A Ordinary Share, the midpoint of the estimated price range set forth on the cover page of this prospectus. If the underwriters exercise their over-allotment option in full, we estimate that the net proceeds to us from this offering will be approximately $5,070,330, after deducting the underwriting discounts and estimated offering expenses payable by us.

We plan to use the net proceeds we receive from this offering for the following purposes:

 

●	approximately 55% (approximately $2,314,307) for the expansion of our community service centers, Jingrui Electric Housekeeper;
●	approximately 15% (approximately $631,175) for the development of our online operation systems, including the Mini Program and Jingrui Wangpu Service Engineer APP;
●	the balance, approximately 30% (approximately $1,262,349), to fund working capital and for other general corporate purposes.

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 significant 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. See “Risk Factors—Risks Related to this offering and the Trading Market—We have broad discretion in the use of the net proceeds from our initial public offering and may not use them effectively.” To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

As an offshore holding company, under PRC laws and regulations, we are only permitted to use the net proceeds of this offering to provide loans or make capital contributions to our mainland China subsidiary or to provide loans to the VIE. Provided that we make the necessary registrations with government authorities and obtain the required governmental approvals, we may extend inter-company loans or make additional capital contributions to our mainland China subsidiary to fund their capital expenditures or working capital requirements.

We may not be able to make such registrations or obtain such approvals in a timely manner, or at all. See “Risk Factors—Risks Relating to Doing Business in the PRC—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 affiliates and thereby prevent us from funding our business.”

We will not receive any proceeds from the sale of the Resale Shares under the separate Resale Prospectus.

DIVIDEND POLICY

As of the date of this prospectus, none of our subsidiaries or the VIEs have made any dividends or distributions to our Company and our Company has not made any dividends or distributions to our shareholders. We intend to keep any future earnings to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future. Subject to the PFIC rules, the gross amount of distributions we make to investors in respect of our Class A Ordinary Shares (including the amount of any taxes withheld therefrom) will be taxable as a dividend, to the extent that the distribution is paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles.

Under Cayman Islands law, a Cayman Islands company may pay a dividend on its shares out of either profit or share premium amount, provided that in no circumstances may a dividend be paid if this would result in, immediately following the date on which the dividend is proposed to be paid, the company being unable to pay its debts as they fall due in the ordinary course of business.

If we determine to pay dividends on any of our Class A Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our Hong Kong subsidiary, Bai Zhi HK.

Current PRC regulations permit our PRC operating entities to pay dividends to Bai Zhi HK only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our PRC subsidiaries and the operating entities in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital.

The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. For instance, SAFE Circular 3 issued on January 26, 2017, provides that banks shall, when dealing with dividend remittance transactions from a domestic enterprise to its offshore shareholders of more than $50,000, review the relevant board resolutions, original tax filing form, and audited financial statements of such domestic enterprise based on the principal of genuine transaction. Furthermore, if our PRC subsidiary and the operating entities incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. If we or our PRC subsidiary are unable to receive all of the revenue from our operations, we may be unable to pay dividends on our Class A Ordinary Shares.

Cash dividends, if any, on our Class A Ordinary Shares will be paid in U.S. dollars. Bai Zhi HK may be considered a non-resident enterprise for tax purposes, so that any dividends Zhejiang JRWP Industrial pays to Bai Zhi HK may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10%. See “Material Income Tax Consideration—People’s Republic of China Enterprise Taxation.”

In order for us to pay dividends to our shareholders, we will rely on payments made from the VIEs to Zhejiang JRWP Industrial, pursuant to the VIE Agreements between them, the distribution of such payments to WFOE as dividends from Zhejiang JRWP Industrial, and the distribution of such payments to Bai Zhi HK as dividends from WFOE, and then to our Company. If the VIEs or the VIE Subsidiaries incur debt on their own behalves in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.

Pursuant to the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC project. The 5% withholding tax rate, however, does not automatically apply and certain requirements must be satisfied, including without limitation that (a) the Hong Kong project must be the beneficial owner of the relevant dividends; and (b) the Hong Kong project must directly hold no less than 25% share ownership in the PRC project during the 12 consecutive months preceding its receipt of the dividends. In current practice, a Hong Kong project must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Avoidance Arrangement with respect to any dividends paid by our PRC subsidiary to its immediate holding company, Bai Zhi HK. As of the date of this prospectus, we have not applied for the tax resident certificate from the relevant Hong Kong tax authority. Bai Zhi HK intends to apply for the tax resident certificate if and when Zhejiang JRWP Industrial plans to declare and pay dividends to Bai Zhi HK. See “Risk Factors—Risks Relating to Doing Business in the PRC—We may be deemed to be a PRC resident enterprise under the Enterprise Income Tax Law, and be subject to the PRC taxation on our worldwide income, which may significantly increase our income tax expenses and materially decrease our profitability” and “Regulations—Regulations Relating to Taxation—PRC Dividend Withholding Tax.”

Our Company’s ability to settle amounts owed under the VIE Agreements relies upon payments made from the VIEs to Zhejiang JRWP Industrial in accordance with the VIE Agreements. For services rendered to the VIEs by Zhejiang JRWP Industrial under the Exclusive Business Cooperation Agreements, Zhejiang JRWP Industrial is entitled to collect a service fee equal to 100% of the net income of each of the VIEs, which is the applicable VIE’s earnings before corporate income tax, being the revenues after deduction of operating costs, expenses and other taxes. Pursuant to the Exclusive Option Agreements, Zhejiang JRWP Industrial may at any time under any circumstances, purchase or have its designee purchase, at its discretion, to the extent permitted under PRC law, all or part of the equity of the shareholders of the applicable VIE in such VIE. For restrictions and limitations on our ability to settle amounts owed under the VIE Agreements, please see “Risk Factors—Risks Relating to Our Corporate Structure—If the PRC government deems that the VIE Agreements between Zhejiang JRWP Industrial and the VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations” and “Risk Factors—Risks Relating to Doing Business in the PRC—Our VIE Agreements are governed by PRC law. Accordingly, these contracts would be interpreted in accordance with PRC law, and any disputes would be resolved in accordance with PRC legal procedures.”

EXCHANGE RATE INFORMATION

Our business is conducted by our PRC operating entities denominated in RMB. Capital accounts of our financial statements are translated into U.S. dollars from RMB at their historical exchange rates when the capital transactions occurred. No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation. The following table sets forth information concerning exchange rates between RMB and the U.S. dollar for the periods indicated.

Assets and liabilities are translated at the exchange rates as of the balance sheet date as provided in the table below.

Items in the statements of operations and comprehensive income (loss), and statements cash flows are translated at the average exchange rate of the period.

CAPITALIZATION

The following table sets forth our capitalization as of September 30, 2024:

We currently have 13,000,000 Class A Ordinary Shares and 7,000,000 Class B Ordinary Shares issued and outstanding. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. In respect of matters requiring a vote of all shareholders, each holder of Class A Ordinary Shares will be entitled to one vote per one Class A Ordinary Share and each holder of Class B Ordinary Shares will be entitled to ten votes per one Class B Ordinary Share. The Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. The Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holder on a one-to-one basis. No Class B Ordinary Shares are being converted as part of this offering.

You should read this capitalization table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes appearing elsewhere in this prospectus.

A $1.00 increase (decrease) in the assumed initial public offering price of $5.00 per Ordinary Share would increase (decrease) each of additional paid-in capital, total shareholders’ equity and total capitalization by $1.15 million if the underwriters’ over-allotment option is not exercised or $1.32 million if the underwriters’ over-allotment option is exercised in full, assuming the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and estimated expenses payable by us. 

DILUTION

If you invest in our Class A Ordinary Shares, your ownership interest will be diluted to the extent of the difference between the initial public offering price per Ordinary Share and our net tangible book value per Ordinary Share after this offering. Dilution results from the fact that the initial public offering price per Ordinary Share is substantially in excess of the net tangible book value per Ordinary Share attributable to the existing shareholders for our presently outstanding Class A Ordinary Shares.

Our net tangible book value as of September 30, 2024, was $2,015,903 (as calculated by deducting deferred initial public offering cost of $653,953 and intangible assets of $8,005 from total shareholder’s equity), or $0.10 per Ordinary Share (both Class A and Class B Ordinary Share). Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting the net tangible book value per Class A Ordinary Share (as adjusted for the offering) from the initial public offering price per Class A Ordinary Share and after deducting the estimated underwriting discounts and the estimated offering expenses payable by us.

Without taking into account any other changes in pro forma net tangible book value after September 30, 2024, other than giving effect to our sale of 1,250,000 Class A Ordinary Shares offered in this offering based on the initial public offering price of $5.00 per Ordinary Share after deduction of the estimated underwriting discounts and the estimated offering expenses payable by us, our as adjusted net tangible book value as of September 30, 2024, would have been $6,223,733, or $0.29 per outstanding Ordinary Share. This represents an immediate increase in net tangible book value of $0.19 per Ordinary Share (both Class A and Class B Ordinary Share) to the existing shareholders, and an immediate dilution in net tangible book value of $4.71 per Ordinary Share to investors purchasing Class A Ordinary Shares in this offering. The as adjusted information discussed above is illustrative only.

The following table illustrates such dilution:

If the underwriters exercise their over-allotment option in full, the pro forma as adjusted net tangible book value per Ordinary Share after the offering would be $0.33 per outstanding Ordinary Share (both Class A and Class B Ordinary Share), the increase in net tangible book value per Ordinary Share to existing shareholders would be $0.23 per Ordinary Share, and the immediate dilution in net tangible book value per Ordinary Share to new investors in this offering would be $4.67 per Ordinary Share.

The following tables summarize, on a pro forma as adjusted basis as of September 30, 2024, the differences between existing shareholders and the new investors with respect to the number of Ordinary Shares purchased from us, the total consideration paid and the average price per Ordinary Share before deducting the estimated underwriting discounts and the estimated offering expenses payable by us.

The pro forma as adjusted information as discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our Class A Ordinary Shares and other terms of this offering determined at the pricing.

ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We are incorporated under the laws of the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. The Cayman Islands, however, has a less developed body of securities laws as compared to the United States and provides significantly less protection for investors than the United States does. Additionally, Cayman Islands companies may not have standing to sue in the Federal courts of the United States.

All of our assets are located in the PRC. In addition, all of our directors and officers are nationals or residents of the PRC and all of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

We have appointed Cogency Global Inc. as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

DOCVIT, our counsel with respect to PRC law, has advised us that there is uncertainty as to whether the courts of the PRC would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) in original actions brought in the PRC, impose liabilities against us predicated upon civil liability provisions of the federal the securities laws of the United States or any state in the United States, so far as the liabilities imposed by those provisions are penal in nature.

We have been advised by Harney Westwood & Riegels, our counsel with respect to Cayman Islands law, that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the Cayman Islands Grand Court will at common law enforce final and conclusive in personam judgments of state and/or federal courts of the United States of America (the “Foreign Court”) of a debt or definite sum of money against the Company (other than a sum of money payable in respect of taxes or other charges of a like nature, a fine or other penalty (which may include a multiple damages judgment in an anti-trust action) or where enforcement would be contrary to public policy). The Grand Court of the Cayman Islands may also at common law enforce final and conclusive in personam judgments of the Foreign Court that are non-monetary against the Company, for example, declaratory judgments ruling upon the true legal owner of shares in a Cayman Islands company. The Grand Court will exercise its discretion in the enforcement of non-money judgments by having regard to the circumstances, such as considering whether the principles of comity apply. To be treated as final and conclusive, any relevant judgment must be regarded as res judicata by the Foreign Court. A debt claim on a foreign judgment must be brought within 6 years of the date of the judgment, and arrears of interest on a judgment debt cannot be recovered after six years from the date on which the interest was due. The Cayman Islands courts are unlikely to enforce a judgment obtained from the Foreign Court under civil liability provisions of U.S. federal securities law if such a judgment is found by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Such a determination has not yet been made by the Grand Court of the Cayman Islands. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. A judgment entered in default of appearance by a defendant who has had notice of the Foreign Court’s intention to proceed may be final and conclusive notwithstanding that the Foreign Court has power to set aside its own judgment and despite the fact that it may be subject to an appeal the time-limit for which has not yet expired. The Grand Court may safeguard the defendant’s rights by granting a stay of execution pending any such appeal and may also grant interim injunctive relief as appropriate for the purpose of enforcement.

DOCVIT has further advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedure Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedure Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. There are no treaties or other forms of reciprocity between China and the United States for the mutual recognition and enforcement of court judgments. DOCVIT has further advised us that under PRC law, PRC courts will not enforce a foreign judgment against us or our officers and directors if the court decides that such judgment violates the basic principles of PRC law or national sovereignty, security or public interest, thus making the recognition and enforcement of a U.S. court judgment in China difficult.

CORPORATE HISTORY AND STRUCTURE

Our Corporate History

We began our operations in 2002 through the PRC operating entities. In connection with this offering, we have undertaken a reorganization of our corporate structure (the “Reorganization”) in the following steps:

 

	●	on November 20, 2017, we incorporated Jingrui Wang Pu under the laws of the Cayman Islands;
	●	on December 12, 2017, we incorporated Bai Zhi HK in Hong Kong as a wholly owned subsidiary of Jingrui Wang Pu;
	●	on February 10, 2023, we incorporated WFOE as a wholly owned subsidiary of Bai Zhi HK pursuant to PRC laws;
	●	on March 1, 2023, we incorporated Zhejiang JRWP Industrial as WFOE’s wholly-owned subsidiary pursuant to PRC laws; and
	●	on February 20, 2024, Zhejiang JRWP Industrial entered into a series of contractual arrangements with the VIEs and its shareholders, through which Zhejiang JRWP Industrial has gained full control over the management and receives the economic benefits of the VIEs.

Our Corporate Structure

The following diagram illustrates our corporate structure, including our subsidiaries, and the VIEs and the VIE Subsidiaries, as of the date of this prospectus and upon completion of this offering based on a proposed number of 1,250,000 Class A Ordinary Shares being offered, assuming no exercise of the underwriters’ over-allotment option. All percentages reflect the voting ownership interests instead of the equity interests held by each of our shareholders, given that each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B Ordinary Share shall entitle the holder thereof to ten (10) votes on all matters subject to vote at general meetings of the Company.

Note:

 

(1)

Represents 7,000,000 Class B Ordinary Shares beneficially owned by Haojia Liu, the 100% owner of JINGRUI MALL LIMITED, as of the date of this prospectus.

 

(2)

Represents 4,000,000 Class A Ordinary Shares beneficially owned by Juanjuan Si, the 100% owner of JINGRUI YASHI LIMITED, as of the date of this prospectus.

For details of our principal shareholders’ ownership, please refer to the beneficial ownership table in the section captioned “Principal Shareholders.”

Our VIE Agreements

Neither we nor our subsidiaries own any shares in the VIEs or the VIE Subsidiaries. Instead, for accounting purposes, we control and receive the economic benefits of the VIEs’ business operations through the VIE Agreements, which enables us to consolidate the financial results of the VIEs and the VIE Subsidiaries in our consolidated financial statements under U.S. GAAP. The VIE Agreements are designed to provide Zhejiang JRWP Industrial with the power, rights, and obligations to the VIEs as set forth under the VIE Agreements. We have evaluated the guidance in Financial Accounting Standards Board Accounting Standards Codification 810 and determined that we are regarded as the primary beneficiary of the VIEs for accounting purposes, as a result of our direct ownership in Zhejiang JRWP Industrial and the provisions of the VIE Agreements. We have consolidated the financial results of the VIEs and the VIE Subsidiaries in our consolidated financial statements in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).

Each of the VIE Agreements is described in detail below:

Exclusive Business Cooperation Agreement

Pursuant to the Exclusive Technology and Consulting Service Agreements between Zhejiang JRWP Industrial and the VIEs, Zhejiang JRWP Industrial provides the VIEs with exclusive technical support, consultation services and related services in the area of, including, but not limited to, human resources, intellectual properties, IT, training and technical support, marketing consultation services, general advice and assistance relating to management and operation of the VIEs’ business, and other consultations and services which are necessary for the VIEs’ business. For services rendered to the VIEs by Zhejiang JRWP Industrial under the Exclusive Business Cooperation Agreements, Zhejiang JRWP Industrial is entitled to collect a service fee equal to 100% of the net income of the VIEs, which is the VIEs’ earnings before corporate income tax, being the revenues after deduction of operating costs, expenses and other taxes. In addition, during the term of the Exclusive Business Cooperation Agreements, Zhejiang JRWP Industrial shall bear all risk arising from or in connection with the VIEs’ business operation, including providing financial support to the VIEs in the event that the VIEs have operating losses or insufficient funds to repay their debts.

Each of the Exclusive Business Cooperation Agreements became effective upon execution by the parties thereto and shall remain effective unless terminated in accordance with its term or by Zhejiang JRWP Industrial.

The Exclusive Business Cooperation Agreements do not prohibit related party transactions. Upon the establishment of the audit committee at the consummation of this offering, our audit committee will be required to review and approve in advance any related party transactions, including transactions involving Zhejiang JRWP Industrial or the VIEs.

Equity Interest Pledge Agreement

Under the Equity Interest Pledge Agreements by and among Zhejiang JRWP Industrial and the shareholders of the VIEs, together holding 100% of the equity in each of the VIEs, the shareholders of the VIEs pledged their equity in the VIEs to Zhejiang JRWP Industrial to guarantee the performance of the VIEs’ obligations under the Exclusive Business Cooperation Agreements, the Exclusive Option Agreements, and the Powers of Attorney. Under the terms of the Equity Interest Pledge Agreements, in the event that the VIEs or the shareholders of the VIEs breach their respective contractual obligations under the Exclusive Business Cooperation Agreements, the Exclusive Option Agreements, and the Powers of Attorney, Zhejiang JRWP Industrial, as pledgee, will be entitled to certain rights, including, but not limited to, the right to collect dividends generated by the pledged equity. The shareholders of the VIEs also agreed that upon occurrence of any event of default, as set forth in the Equity Interest Pledge Agreements, Zhejiang JRWP Industrial is entitled to dispose of the pledged equity in accordance with applicable PRC laws. The shareholders of the VIEs further agreed not to assign the pledged equity prior to the full payment of the service fees.

Each of the Equity Interest Pledge Agreements are effective until the fulfillment of all contract obligations and the full payment of all secured indebtedness by the shareholders of the applicable VIE and the applicable VIE under such Exclusive Business Cooperation Agreement, Exclusive Option Agreement, Power of Attorney, and Entrusted Management Service Agreement.

The purposes of the Equity Interest Pledge Agreements are to (1) guarantee the performance of the VIEs’ obligations under the Exclusive Business Cooperation Agreements, (2) make sure the shareholders of the VIEs do not transfer or assign the pledged equity, or create or allow any encumbrance that would prejudice Zhejiang JRWP Industrial’s interests without Zhejiang JRWP Industrial’s prior written consent, and (3) provide Zhejiang JRWP Industrial control over the VIEs. In the event the VIEs or the shareholders of the VIEs breach their contractual obligations under the Exclusive Business Cooperation Agreements, the Exclusive Option Agreements, or the Power of Attorneys, Zhejiang JRWP Industrial will be entitled to dispose of the pledged equity in accordance with relevant PRC laws.

As of the date of this prospectus, the equity pledges under the Equity Interest Pledge Agreement have not been registered with the competent PRC regulatory authority, and we are not aware of any action, claim, investigation or penalty being conducted or threatened by any government authorities against any PRC operating entity regarding not registering the equity pledges.

Exclusive Option Agreement

Under the Exclusive Option Agreements, the shareholders of the VIEs, together holding 100% of the shares in each of the VIEs, irrevocably granted Zhejiang JRWP Industrial (or its designee) an exclusive option to purchase, to the extent permitted under PRC law, in a single transaction or in series of transactions, at any time, part or all of the equity they hold in the applicable VIE in consideration of the payment of RMB10. The purchase price shall be the lowest price permitted by the laws of China.

Under the Exclusive Option Agreements, Zhejiang JRWP Industrial may at any time under any circumstances, purchase or have its designee purchase, at its discretion, to the extent permitted under PRC law, all or part of the equity held by the shareholders of the VIEs in the VIEs. The Exclusive Option Agreements, together with the Equity Interest Pledge Agreements, the Exclusive Business Cooperation Agreements, and the Powers of Attorney, enable Zhejiang JRWP Industrial to exercise effective control over the VIEs.

Each of the Exclusive Option Agreements remains effective until all the equity of the applicable VIE is legally transferred under the name of Zhejiang JRWP Industrial and/or other entity or individual designated by it.

Power of Attorney

Pursuant to the Powers of Attorney, the shareholders of the VIEs unconditionally and irrevocably entrust Zhejiang JRWP Industrial or Zhejiang JRWP Industrial’s designee to exercise all their rights as the shareholders of the VIEs under the articles of association of the applicable VIEs, including without limitation to: (a) propose to hold a shareholders’ meeting in accordance with the articles of association of the applicable VIE and attend shareholders’ meeting of the applicable VIE as the agent and attorney of the shareholders of the applicable VIE; (b) exercise all shareholders’ voting rights with respect to all matters to be discussed and voted in the shareholders’ meeting of the applicable VIE, including, but not limited to, the right to designate and appoint the director, the chief executive officer and other senior management members of the applicable VIE; (c) exercise other voting rights the shareholders are entitled to under the laws of China promulgated from time to time; and (d) exercise other voting rights the shareholders are entitled to under the articles of associations of the applicable VIE from time to time.

Each of the Powers of Attorney remains effective within the term during which the shareholders of the applicable VIE remain shareholders of such VIE.

The spouses of the shareholders of the VIEs agreed, via the spousal consent letters, to the execution of the “Transaction Documents” including: (a) the Equity Interest Pledge Agreements entered into with Zhejiang JRWP Industrial and the VIEs; (b) the Exclusive Option Agreement entered into with Zhejiang JRWP Industrial and the VIEs; and (c) the Powers of Attorney entered into with Zhejiang JRWP Industrial and the VIEs, and the disposal of the equity of the VIEs held by the shareholder of the VIEs and registered in his or her names.

The spouses of the shareholders of the VIEs further undertook not to assert any legal claims in respect of the equity of the VIEs which are held by the shareholders of the VIEs. The spouses of applicable shareholders of the VIEs confirmed that the shareholders can perform, amend, or terminate the Transaction Documents without their authorization or consent. They undertook to execute all necessary documents and take all necessary actions to ensure appropriate performance of the agreements.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear in this prospectus. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, including those set forth in “Risk Factors” and in “Disclosure Regarding Forward-Looking Statements.”

All amounts included in the six months ended September 30, 2024 and 2023, and for the fiscal years ended March 31, 2024 and 2023 are derived from our unaudited condensed consolidated financial statements and audited consolidated financial statements included elsewhere in this prospectus. These amounts have been prepared in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP.

Overview

We are an offshore holding company incorporated in the Cayman Islands, conducting our operation in the PRC through the PRC operating entities, via the VIE structure. We are the primary beneficiary of the VIEs for accounting purposes, to the extent that we consolidate the financial results of the VIEs in our consolidated statements under U.S. GAAP, through the VIE Agreements dated February 20, 2024. We do not own equity interest in the VIEs and their subsidiaries. For a summary of the VIE Agreements, see “Corporate History and Structure — The VIE Agreements.” Investors in our Class A Ordinary Shares are not purchasing, and may never hold, equity interests in the VIEs. Our corporate structure is subject to risks relating to the VIE structure. If the PRC government finds the VIE Agreements non-compliant with the relevant PRC laws, regulations, and rules or the interpretation thereof change in the future, we could be subject to severe penalties or be forced to relinquish our interests in the VIEs and their subsidiaries or forfeit our rights under the VIE Agreements. We face various legal and operational risks and uncertainties relating to doing business in China. We operate all of our business in China, and are subject to complex and evolving PRC laws and regulations. For example, we face risks relating to regulatory approvals on overseas listings and oversight on cybersecurity and data privacy. Uncertainties in the PRC legal system and the interpretation and enforcement of PRC laws and regulations could significantly limit or completely hinder our ability to offer or continue to offer the Class A Ordinary Shares, cause significant disruption to our business operations, and severely damage our reputation, which might further cause our Class A Ordinary Shares to significantly decline in value or become worthless. See “Risk Factors—Risks Relating to Doing Business in China—Our VIE Agreements are governed by PRC law. Accordingly, these contracts would be interpreted in accordance with PRC law, and any disputes would be resolved in accordance with PRC legal procedures,” and “Risk Factors—Risks Relating to Our Corporate Structure—If the PRC government deems that the contractual arrangements between Zhejiang JRWP Industrial and the VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations,” and “Risk Factors—Risks Relating to Our Corporate Structure—Our VIE Agreements may not be as effective in providing operational control as direct ownership and the VIE shareholders may fail to perform their obligations under our VIE Agreements.”

We, through the PRC operating entities, are primarily engaged in retail and wholesale sales of various electric appliance products to individual consumers or wholesale distributor customers in the People’s Republic of China (“PRC”). We also provide electric appliance sales-related services to electric appliance consumers and to other business entities in the electric appliance industry. In addition, we generate rental service revenue through leasing the extra space we have rented from large shopping malls to other small businesses in the electric appliance industry.

Utilizing their industry knowledge, the PRC operating entities are committed to working with clients to understand their needs and challenges and offering suitable products or services to help them meet their respective goals.

Our organization

Jingrui Wang Pu was incorporated as an exempted company with limited liability under the laws of the Cayman Islands on November 20, 2017.

Jingrui Wang Pu owns 100% of the equity interests of Bai Zhi HK, a limited liability company formed under the laws of Hong Kong on December 12, 2017.

On February 10, 2023, WFOE was incorporated pursuant to PRC laws as a wholly foreign owned enterprise of Bai Zhi HK. WFOE established a wholly controlled subsidiary Zhejiang JRWP Industrial on March 1, 2023.

Jingrui Wang Pu, Bai Zhi HK, and WFOE and its subsidiary Zhejiang JRWP Industrial are currently not engaging in any active business operations and merely acting as holding companies.

Prior to the reorganization described below, the Company conducted its business operations through the following entities:

(1) Zhejiang JRWP Quanwu, formed in Hangzhou, China on November 20, 2017. Zhejiang JRWP Quanwu has three wholly owned subsidiaries, including Beijing Jinnuo, formed in Beijing, China on January 31, 2018, Shanghai Jingqi, formed in Shanghai, China on January 13, 2021, and Beijing Management Co., formed in Beijing, China on January 31, 2018. Beijing Management Co., owns 100% of the equity interests of Jingrui Wangpu Shandong, formed in Ji’nan, China on June 4, 2020, and also owns 70% equity interests of the following subsidiaries (i) Binzhou Jingrui Wangpu, formed in Binzhou, China on May 7, 2019. (ii) Guangrao Jingrui Wangpu, formed in Dongying, China on May 17, 2019; (iii) Yangxin Jingrui Wangpu, formed on April 30, 2019 in Binzhou, China; and (iv) Wudi Jingrui Wangpu, formed in Binzhou, China on May 8, 2019.

Beijing Jinnuo, Beijing Management Co and Jingrui Wangpu Shandong are currently providing electric appliance sales related services to customers. Shanghai Jingqi did not have substantial business operations during the fiscal years ended March 31, 2024 and 2023. Zhejiang JRWP Quanwu did not have business operations as of March 31, 2023 but started to provide electric appliance sales related services to customers in the fiscal year ended March 31, 2024. Binzhou Jingrui Wangpu and Yangxin Jingrui Wangpu were incorporated to operate our community service centers, Jingrui Electric Housekeepers, and Guangrao Jingrui Wangpu and Wudi Jingrui Wangpu were incorporated to conduct e-commerce business in the PRC. Shanghai Jingqi, Guangrao Jingrui Wangpu and Wudi Jingrui Wangpu do not have active business operations as of the date of this report.

(2) Dongying Yiqun, formed in Guangrao, China on April 9, 2002, and is primarily engaged in electric appliance sales business. It also generates rental service revenue through leasing the extra space it has rented from large shopping malls to other small businesses in the electric appliance industry.

(3) Zibo Lunsheng, formed in Zibo, China on November 25, 2015, and is primarily engaged in electric appliance sales, and providing electric appliance sales related services to customers.

(4) Ji’nan Zhongyue, formed in Ji’nan, China on March 13, 2012, and is primarily engaged in electric appliance sales, and providing electric appliance sales related services to customers.

(5) Shandong Yangxin, formed in Yangxin, China on July 14, 2009, and is primarily engaged in electric appliance sales business. It also generates rental service revenue through leasing the extra space it has rented from large shopping malls to other small businesses in the electric appliance industry.

Reorganization

The reorganization (the “Reorganization”) was completed on February 20, 2024. The Reorganization involved the formation of WFOE, and entering into certain contractual arrangements among Zhejiang JRWP Industrial, the VIEs and the shareholders of the VIEs. Consequently, the Company became the ultimate holding company of Bai Zhi HK, WFOE, Zhejiang JRWP Industrial, and the primary beneficiary of the VIEs.

On February 20, 2024, Zhejiang JRWP Industrial entered into the VIE Agreements with the VIEs. Pursuant to the VIE Agreements, Zhejiang JRWP Industrial has the exclusive right to provide to the VIEs consulting services related to business operations, including technical and management consulting services. The VIE Agreements are designed to provide Zhejiang JRWP Industrial with the power, rights, and obligations equivalent in all material respects to those it would possess as the sole equity holder of the VIEs, including absolute control rights and the rights to the assets, property, and revenue of the VIEs, for accounting purposes. See “Prospectus Summary—Our Corporate Structure—Our VIE Agreements.” We believe that the VIEs should be consolidated under the Statements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 Consolidation and we are regarded as the primary beneficiary of the VIEs for accounting purposes, to the extent that we consolidate the financial results of the VIEs in our consolidated financial statements under U.S. GAAP. We treat the VIEs as our consolidated entities under U.S. GAAP.

The consolidation of the Company, its subsidiaries, the VIEs and the subsidiaries of the VIEs has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements.

Our revenue increased by $1,247,385, or 25.4%, from $4,916,665 for the six months ended September 30, 2023 to $6,164,050 for the six months ended September 30, 2024. Our revenues increased by $1,248,456, or 13.3%, from $9,403,671 for the fiscal year ended March 31, 2023 to $10,652,127 for the fiscal year ended March 31, 2024.

The following tables illustrate the amount and percentage of our revenue-by-revenue source for the six months ended September 30, 2024 and 2023, and for the fiscal years ended March 31, 2024 and 2023, respectively: