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1、F-1 1 ea0200353-03.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on May 20,2024.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF1933_INLIF LIMITED(Exact name of regist

2、rant as specified in its charter)_Cayman Islands 3569 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)No.88,Hongsi RoadYangxi New Area,Honglai TownNanan City,QuanzhouThe Peoples Republ

3、ic of China+86 15375760760(Address,includingzipcode,andtelephonenumber,includingareacode,ofregistrantsprincipale_Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168800-221-0102(Name,address,including zip code,and telephone number,including area code,ofagent for service)_With a Copy t

4、o:Ying Li,Esq.Lisa Forcht,Esq.Hunter Taubman Fischer&Li LLC950 Third Avenue,19th FloorNewYork,NY10022212-530-2206 Laura Hemmann,Esq.iTKG Law LLC243 River Road,Suite BNew Jersey,NJ 08801835-222-4854_Approximate date of commencement of proposed sale to the public:Promptly after theeffective date of th

5、is registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuousbasis pursuant to Rule 415 under the Securities Act of 1933 check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 46

6、2(b)under the Securities Act,please check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the follow

7、ing box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registration sta

8、tement number of the earliereffective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405of the Securities Act of 1933.Emerging growth companyIf an emerging growth company that prepares its financial statemen

9、ts in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act_The term“new or revised financial accounting

10、standard”refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.The Registrant hereby amends this registration statement on such date or dates as maybe necessary to delay its effective date until the Registrant shall file a

11、furtheramendment which specifically states that this registration statement shall thereafterbecome effective in accordance with Section 8(a)of the Securities Act,or until theregistration statement shall become effective on such date as the Securities andExchange Commission,acting pursuant to such Se

12、ction 8(a),may determine.Table of ContentsThe information in this prospectus is not complete and may be changed.We may notsell the securities until the registration statement filed with the Securities andExchange Commission is effective.This prospectus is not an offer to sell thesesecurities and it

13、is not soliciting any offer to buy these securities in anyjurisdiction where such offer or sale is not permitted.SUBJECT TO COMPLETIONPRELIMINARY PROSPECTUS DATED MAY 20,20242,000,000 Ordinary SharesINLIF LIMITEDThis is an initial public offering of our ordinary shares,par value$0.0001 pershare(“Ord

14、inary Shares”).Prior to this offering,there has been no public marketfor our Ordinary Shares.We expect the initial public offering price to be in therange of$4 to$6 per Ordinary Share.The offering is being made on a“firmcommitment”basis by the underwriters.See“Underwriting.”We have applied to listou

15、r Ordinary Shares on the Nasdaq Capital Market(“Nasdaq”)and have reserved thesymbol“INLF”for purposes of listing our Ordinary Shares on Nasdaq.At this time,Nasdaq has not yet approved our application to list our Ordinary Shares.The closingof this offering is conditioned upon Nasdaqs final approval o

16、f our listingapplication,and there is no guarantee or assurance that our Ordinary Shares will beapproved for listing on Nasdaq.Investing in our Ordinary Shares involves a high degree of risk,includingthe risk of losing your entire investment.See“Risk Factors”beginningon page 18 to read about factors

17、 you should consider before buying ourOrdinary Shares.Unless otherwise stated,as used in this prospectus,the terms“we,”“us,”“our,”“INLIF Cayman,”“our Company,”and the“Company”refer to INLIFLIMITED,a Cayman Islands exempted company;“Yunfei BVI”refers to Yunfei EnterpriseLimited,a company formed under

18、 the laws of the British Virgin Islands,which iswholly owned by INLIF Cayman;“Juli HK”refers to Juli Enterprise Limited,aHongKong corporation and wholly owned subsidiary of Yunfei BVI;“Fujian INLIF”refers to Fujian INLIF Technology CO.,LTD a limited liability company organizedunder the laws of the P

19、RC,which is wholly owned by Juli HK;the“Operating Entity”or“Ewatt”refers to Ewatt Robot Equipment Co.Ltd.,a limited liability companyorganized under the laws of the Peoples Republic of China(the“PRC”),which is94%owned by Fujian INLIF;and“Fanqi HK”refers to Fanqi Enterprise Limited,aHongKong corporat

20、ion,which owns 6%of the equity interests in Ewatt and is 100%owned by Yunfei BVI.We are a holding company incorporated in the Cayman Islands with no materialoperations of our own and not a Chinese operating company.As a result,a substantialmajority of our operations are conducted through the Operati

21、ng Entity established inthe PRC.The Ordinary Shares offered in this prospectus are shares of the CaymanIslands holding company instead of shares of the Operating Entity in thePRC.Holders of our Ordinary Shares do not directly own any equity interests in theOperating Entity,but will instead own share

22、s of a Cayman Islands holding company.The Chinese regulatory authorities could disallow our corporate structure,whichwould likely result in a material change in our operations and/or a material changein the value of our Ordinary Shares,including that it could cause the value of ourOrdinary Shares to

23、 significantly decline or become worthless.See“RiskFactors Risks Relating to Doing Business in the PRC Chinese regulatoryauthorities could disallow our holding company structure by exerting more oversightand control over offerings that are conducted overseas and/or foreign investment inChina-based i

24、ssuers,which could significantly limit or completely hinder our abilityto offer or continue to offer securities to investors and cause the value of suchsecurities to significantly decline or be worthless.”Following the completion of this offering,our officers,directors and other holdersof 5%or more

25、of our Ordinary Shares will collectively control approximately 86.2%ofour Ordinary Shares(assuming no exercise of underwriters over-allotment option)and as a result will be able to exert significant influence over the management andaffairs of the company and most matters requiring shareholder approv

26、al following theoffering.See“Risk Factors Risks Relating to this Offering and the Trading Market Although we will not be deemed to be a“controlled company”within the meaning ofthe Nasdaq listing rules,following the completion of this offering,the publicshareholders will nevertheless hold a minority

27、interest in our Company and ourdirectors,officers and other holders of 5%or more of our Ordinary Shares willcontinue to have significant influence over us.”We are subject to certain legal and operational risks associated with the businessoperations of the PRC subsidiaries being based in China,which

28、could cause the valueof our securities to significantly decline or become worthless.Applicable PRC lawsand regulations governing such current business operations are sometimes vague anduncertain,and,as a result,these risks may result in material changes in theoperations of the PRC subsidiaries,signi

29、ficant depreciation or a complete loss ofthe value of our Ordinary Shares,or a complete hindrance of our ability to offer,orcontinue to offer,our securities to investors.Table of ContentsRecently,the PRC government adopted a series of regulatory actions and issuedstatements to regulate business oper

30、ations in China with little advance notice,including cracking down on illegal activities in the securities market,enhancingsupervision over China-based companies listed overseas using variable interest entitystructures,adopting new measures to extend the scope of cybersecurity reviews,andexpanding t

31、he efforts in anti-monopoly enforcement.On December 28,2021,13governmental departments of the PRC,including the Cyberspace Administration of China(the“CAC”),issued the Cybersecurity Review Measures,which became effective onFebruary 15,2022.As of the date of this prospectus,neither we nor oursubsidia

32、ries have been involved in any investigations on cybersecurity reviewinitiated by any PRC regulatory authority,nor has any of them received any inquiry,notice,or sanction related to cybersecurity review under the Cybersecurity ReviewMeasures.As confirmed by our PRC counsel,Beijing Dacheng Law Office

33、s,LLP(Fuzhou)(“Dacheng”),we are not subject to cybersecurity review or network data securityreview by the CAC under the Cybersecurity Review Measures,or if the draftRegulations on the Network Data Security Administration(Draft for Comments)(the“Security Administration Draft”)are enacted as proposed,

34、since neither Fujian INLIFnor the Operating Entity is a critical information infrastructure operator(“CIIO”)or online platform operator with personal information of more than one million users.See“Risk FactorsRisks Relating to Doing Business in the PRCThe impact ofthe CACs increasing oversight over

35、data security remains highly uncertain,particularly for companies with substantial China operations seeking to list on aforeign stock exchange.”On February 17,2023,the China Securities Regulatory Commission(the“CSRC”)promulgated the Trial Administrative Measures of Overseas Securities Offering andLi

36、sting by Domestic Companies(the“Trial Measures”)and five supporting guidelines,which came into effect on March 31,2023(Beijing Time).We have submitted thefiling application with the CSRC for this offering,as required by the TrialMeasures.On January 2,2024,we were advised by the CSRC that the Company

37、 hasfulfilled the filing procedures required pursuant to the Trial Measures.See“RiskFactors Risks Relating to Doing Business in the PRC In addition to therequired filing procedures of the CSRC pursuant to the Trial Measures,approvals,filings,or other procedures of the CSRC or other PRC regulatory au

38、thorities may berequired in connection with this offering under PRC laws,regulations,and rules.”Other than the foregoing,as of the date of this prospectus,according to Dacheng,norelevant PRC laws or regulations in effect require that we obtain permission from anyPRC authorities to issue securities t

39、o foreign investors,and neither we nor oursubsidiaries have received any inquiry,notice,warning,or sanction regarding ouroverseas listing from the CSRC or any other PRC governmental authorities.Since theforegoing statements and regulatory actions are newly published,however,officialguidance and rela

40、ted implementation rules have not been issued.It is highlyuncertain what the potential impact such modified or new laws and regulations willhave on the daily business operations of our subsidiaries,our ability to acceptforeign investments,and our listing on a U.S.exchange.The Standing Committee ofth

41、e National Peoples Congress(the“SCNPC”)or PRC regulatory authorities may inthe future promulgate laws,regulations,or implementing rulesthat require us andour subsidiaries to obtain regulatory approval from Chinese authorities beforelisting in the U.S.The same legal and operational risks associated w

42、ith operations in China also applyto operations in HongKong.HongKong was established as a special administrativeregion of the PRC in accordance with Article31 of the Constitution of the PRC.TheBasic Law of the HongKong Special Administrative Region of the PRC(the“BasicLaw”)was adopted and promulgate

43、d on April4,1990 and became effective on July1,1997,when the PRC resumed the exercise of sovereignty over HongKong.Pursuant tothe Basic Law,HongKong is authorized by the National Peoples Congress of the PRCto exercise a high degree of autonomy and enjoy executive,legislative,andindependent judicial

44、power,under the principle of“one country,two systems,”andthe PRC laws and regulations shall not be applied in HongKong except for thoselisted in AnnexIII of the Basic Law(which is confined to laws relating to nationaldefense,foreign affairs,and other matters that are not within the scope ofautonomy)

45、.However,there is no assurance that there will not be any changes in theeconomic,political,and legal environment in Hong Kong in the future.Due tochanges in PRC laws,regulations,or policies,the Basic Law may be revised in thefuture and thus we may face the same legal and operational risks associated

46、 with thePRC subsidiaries operating in the PRC.If there is a significant change to currentpolitical arrangements between mainland China and HongKong,or if the applicablelaws,regulations,or interpretations change,our HongKong subsidiaries,Juli HKand Fanqi HK,may become subject to PRC laws or authorit

47、ies.As a result,ourHongKong subsidiaries could incur material costs to ensure compliance,be subjectto fines,experience devaluation of securities or delisting,no longer conductofferings to foreign investors,and no longer be permitted to continue their currentbusiness operations.In addition,our Ordina

48、ry Shares may be prohibited from trading on a nationalexchange under the Holding Foreign Companies Accountable Act(the“HFCA Act,”asamended as described hereinbelow),if the Public Company Accounting Oversight Board(United States)(the“PCAOB”)is unable to inspect our auditors for twoconsecutiveyears be

49、ginning in 2021.On December16,2021,the PCAOB issued a reporton its determinations that it is unable to Table of Contentsinspect or investigate completely PCAOB-registered public accounting firmsheadquartered in mainland China and in HongKong,because of positions taken by PRCauthorities in those juri

50、sdictions.Our auditor,Onestop Assurance PAC,isheadquartered in Singapore,and has been inspected by the PCAOB on a regular basis,with the last inspection on July13,2023.The PCAOB currently has access to inspectthe working papers of our auditor and our auditor is not subject to thedeterminations annou

51、nced by the PCAOB on December 16,2021,which determinationswere vacated on December15,2022.On June22,2021,the U.S.Senate passed theAccelerating Holding Foreign Companies Accountable Act,and on December29,2022,legislation entitled“Consolidated Appropriations Act,2023”(the“ConsolidatedAppropriations Ac

52、t”)was signed into law by President Biden,which contained,amongother things,an identical provision to Accelerating Holding Foreign CompaniesAccountable Act and amended the HFCA Act by requiring the U.S.Securities andExchange Commission(the“SEC”)to prohibit an issuers securities from trading onany U.

53、S.stock exchanges if its auditor is not subject to PCAOB inspections for twoconsecutiveyears instead of three consecutiveyears,as was formerly required underthe HFCA Act before such amendment.If trading in our Ordinary Shares is prohibitedunder the HFCA Act in the future because the PCAOB determines

54、 that it cannot inspector fully investigate our auditor,Onestop Assurance PAC,at such future time,Nasdaqmay determine to delist our Ordinary Shares.On August26,2022,the PCAOB signed aStatement of Protocol(the“SOP”)with the CSRC and Chinas Ministry of Finance(the“MOF”).The SOP,together with two proto

55、col agreements governing inspectionsand investigations(together,the“SOP Agreements”),establish a specific andaccountable framework to make possible complete inspections and investigations by thePCAOB of audit firms based in mainland China and Hong Kong,as required underU.S.law.On December 15,2022,th

56、e PCAOB announced that it was able to securecomplete access to inspect and investigate PCAOB-registered public accounting firmsheadquartered in mainland China and HongKong completely in 2022.The PCAOB vacatedits previous 2021 determinations that the PCAOB was unable to inspect or investigatecomplete

57、ly registered public accounting firms headquartered in mainland China andHongKong.However,whether the PCAOB will continue to be able to satisfactorilyconduct inspections of PCAOB-registered public accounting firms headquartered inmainland China and HongKong is subject to uncertainty and depends on a

58、 number offactors out of our and our auditors control.The PCAOB is continuing to demandcomplete access in mainland China and Hong Kong moving forward.The PCAOB hasindicated that it will act immediately to consider the need to issue newdeterminations with the HFCA Act if needed.If the PCAOB in the fu

59、ture againdetermines that it is unable to inspect and investigate completely auditors inmainland China and Hong Kong,the companies audited by those auditors would besubject to a trading prohibition on U.S.markets pursuant to the HFCA Act and theConsolidated Appropriations Act.See“Risk Factors Risks

60、Relating to DoingBusiness in ChinaThe Ordinary Shares may be delisted under the HFCA Act.Thedelisting of the Ordinary Shares,or the threat of such delisting,may materially andadversely affect the value of your investment.Additionally,the inability of thePCAOB to conduct inspections would deprive our

61、 investors of the benefits of suchinspections.”As of the date of this prospectus,none of our subsidiaries have made any dividendsor distributions to our Company and our Company has not made any dividends ordistributions to our shareholders.We intend to keep any future earnings to financethe expansio

62、n of our business,and we do not anticipate that any cash dividends willbe paid in the foreseeable future.If we determine to pay dividends on any of ourOrdinary Shares in the future,as a holding company,we will be dependent on receiptof funds from our HongKong subsidiaries,Juli HK and Fanqi HK.Juli H

63、K will rely onpayments made from Fujian INLIF,which will in turn rely on payments made from Ewattas dividends.Fanqi HK will rely on payments made from Ewatt.However,as the PRCgovernment imposes control over currency conversion,it has the authority to conductexchange transfer reviews,which may impose

64、 certain limitations on our ability totransfer cash among our Company,our subsidiaries,and our investors,primarilyreflected in the following aspects:(i)we are restricted from injecting capital orproviding loans to PRC subsidiaries,which may adversely affect the operations of ourPRC subsidiaries;(ii)

65、our PRC subsidiaries may be restricted from paying dividendsto us;and(iii)if we are unable to obtain dividends from our PRC subsidiaries,itmay adversely impact our dividend distributions,if any,to our investors.See“RiskFactorsRisks Relating to Doing Business in the PRCPRC regulation of loansto,and d

66、irect investments in,PRC entities by offshore holding companies may delayor prevent us from making loans or additional capital contributions to our PRCsubsidiaries and thereby prevent us from funding our business,”and“RiskFactorsRisks Relating to Doing Business in the PRCConversion of RMB to andfrom

67、 other currency may be subject to governmental control in China.”Furthermore,any limitation on the ability of our PRC subsidiaries to pay dividends or make otherdistributions to us could materially and adversely limit our ability to grow,makeinvestments or acquisitions that could be beneficial to ou

68、r business,pay dividends,or otherwise fund and conduct our business.See“Risk FactorsRisks Relating toDoing Business in the PRCWe may rely on dividends and other distributions onequity paid by our PRC subsidiaries to fund Table of Contentsany cash and financing requirements we may have,and any limita

69、tion on the ability ofour PRC subsidiaries to make payments to us could have a material and adverse effecton our ability to conduct our business.”We have established controls and proceduresfor cash flows within our organization based on internal cash management policiesestablished by our finance dep

70、artment,discussed,considered,and reviewed by therelevant departments in our Company,and approved by our Chairman of the Board ofDirectors.Specifically,our finance department supervises cash management,followingthe instructions of our management.Our finance department is responsible forestablishing o

71、ur cash operation plan and coordinating cash management matters amongour subsidiaries and departments.Each subsidiary and department initiates a cashrequest by putting forward a cash demand plan,which explains the specific amount andtiming of cash requested,and then submitting it to our finance depa

72、rtment.Thefinance department reviews the cash demand plan and prepares a summary for themanagement of our Company.Management examines and approves the allocation of cashbased on the sources of cash and the priorities of the needs.Other than the above,we currently do not have other cash management po

73、licies or procedures that dictatehow funds are transferred.As of the date of this prospectus,no cash transfer ortransfer of other assets has occurred among our Company and our subsidiaries.See“Prospectus SummaryAsset Transfers Between Our Company and Our Subsidiaries,”“Prospectus Summary Dividends o

74、r Distributions Made to Our Company andU.S.Investors and Tax Consequences,”our audited consolidated financial statementsfor the fiscalyears ended December31,2023 and 2022.We are an“emerging growth company”as defined under the federal securities laws andwill be subject to reduced public company repor

75、ting requirements.Please read thedisclosures beginning on page14 of this prospectus for more information.Per Share TotalWithoutOver-AllotmentOption TotalWithOver-AllotmentOptionInitial public offering price$5$10,000,000$1,150,000Underwriters discounts(1)$0.375$750,000$862,500Proceeds to our company

76、before expenses(2)$4.625$9,250,000$10,637,500_(1)We have agreed to provide Univest Securities,LLC(the“Representative”),the representativeon behalf of the underwriters,a gross discount equal to 7.5%of the public offering price oneach Ordinary Share sold in this offering.We have also agreed to grant t

77、o the underwriters a45-day option to purchase up to 15%of the aggregate number of Ordinary Shares sold in theoffering.See“Underwriting”starting on page 135 of this prospectus for more informationregarding our arrangements with the underwriters.The underwriters expect to deliver the Ordinary Shares a

78、gainst payment in U.S.dollars in New York,New York on or about,2024.Neither the U.S.Securities and Exchange Commission nor any statesecurities commission nor any other regulatory body has approved ordisapproved of these securities or determined if this prospectus istruthful or complete.Any represent

79、ation to the contrary is a criminaloffense.Univest Securities,LLCProspectus dated,2024 Table of ContentsTABLE OF CONTENTS PagePROSPECTUS SUMMARY 1RISK FACTORS 18DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 44ENFORCEABILITY OF CIVIL LIABILITIES 45USE OF PROCEEDS 47DIVIDEND POLICY 48CAPITALIZATION

80、50DILUTION 51CORPORATE HISTORY AND STRUCTURE 52MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 55INDUSTRY 68BUSINESS 73REGULATIONS 87MANAGEMENT 99PRINCIPAL SHAREHOLDERS 103RELATED PARTY TRANSACTIONS 105DESCRIPTION OF SHARE CAPITAL 107SHARES ELIGIBLE FOR FUTURE SAL

81、E 126MATERIAL INCOME TAX CONSIDERATION 128UNDERWRITING 135EXPENSES RELATING TO THIS OFFERING 143LEGAL MATTERS 144EXPERTS 144WHERE YOU CAN FIND ADDITIONAL INFORMATION 144INDEX TO FINANCIAL STATEMENTS F-1iTable of ContentsABOUT THIS PROSPECTUSWe and the underwriters have not authorized anyone to provi

82、de any information or tomake any representations other than those contained in this prospectus or in any freewriting prospectuses prepared by us or on our behalf or to which we have referredyou.We take no responsibility for and can provide no assurance as to the reliabilityof,any other information t

83、hat others may give you.This prospectus is an offer tosell only the Ordinary Shares offered hereby,but only under circumstances and injurisdictions where it is lawful to do so.We are not making an offer to sell thesesecurities in any jurisdiction where the offer or sale is not permitted or where the

84、person making the offer or sale is not qualified to do so or to any person to whom itis not permitted to make such offer or sale.For the avoidance of doubt,no offer orinvitation to subscribe for Ordinary Shares is made to the public in the CaymanIslands.The information contained in this prospectus i

85、s current only as of the dateon the front cover of the prospectus.Our business,financial condition,results ofoperations,and prospects may have changed since that date.Neither we nor the underwriters have taken any action to permit a public offering ofthe Ordinary Shares outside the United States or

86、to permit the possession ordistribution of this prospectus or any filed free-writing prospectus outside theUnitedStates.Persons outside the UnitedStates who come into possession of thisprospectus or any filed free writing prospectus must inform themselves about,andobserve any restrictions relating t

87、o,the offering of the Ordinary Shares and thedistribution of this prospectus or any filed free-writing prospectus outside theUnitedStates.CONVENTIONS THAT APPLY TO THIS PROSPECTUSUnless otherwise indicated or the context requires otherwise,references in thisprospectus to:“China”or the“PRC”are to the

88、 Peoples Republic of China;“HongKong”are to the HongKong Special Administrative Region of thePeoples Republic of China;“Renminbi”or“RMB”are to the legal currency of China;“shares,”“Shares,”or“Ordinary Shares”are to the ordinary shares ofINLIF Cayman,par value$0.0001per share;and“U.S.dollars,”“$,”“US

89、D,”or“dollars”are to the legal currencyof the UnitedStates.Unless the context indicates otherwise,all information in this prospectus assumes noexercise by the underwriters of their over-allotment option.Our business is conducted by the Operating Entity using RMB.Our consolidatedfinancial statements

90、are presented in U.S.dollars.In this prospectus,we refer toassets,obligations,commitments,and liabilities in our consolidated financialstatements in U.S.dollars.These dollar references are based on the exchange rateof RMB to U.S.dollars,determined as of a specific date or for a specific period.Chang

91、es in the exchange rate will affect the amount of our obligations and the valueof our assets in terms of U.S.dollars which may result in an increase or decreasein the amount of our obligations(expressed in dollars)and the value of our assets,including accounts receivable(expressed in dollars).iiTabl

92、e of ContentsPROSPECTUS SUMMARYThe following summary is qualified in its entirety by,and should be read inconjunction with,the more detailed information and financial statements includedelsewhere in this prospectus.In addition to this summary,we urge you to read theentire prospectus carefully,especi

93、ally the risks of investing in our OrdinaryShares,discussed under“Risk Factors,”before deciding whether to buy ourOrdinary Shares.Unless otherwise indicated,all share amounts and per share amounts in thisprospectus have been presented giving effect to subdivision and surrender of ourOrdinary Shares

94、approved by our shareholder resolution and board resolution onApril 10,2024.Our Corporate StructureWe are a holding company incorporated in the Cayman Islands and not a Chineseoperating company.As a result,a substantial majority of our operations areconducted by the Operating Entity established in t

95、he PRC.The Ordinary Sharesoffered in this prospectus are shares of the Cayman Islands holding company insteadof shares of the Operating Entity in the PRC.Holders of our Ordinary Shares do notdirectly own any equity interests in the Operating Entity,but will instead ownshares of a Cayman Islands hold

96、ing company.The Chinese regulatory authoritiescould disallow our corporate structure,which would likely result in a materialchange in our operations and/or a material change in the value of our OrdinaryShares,including that it could cause the value of our Ordinary Shares tosignificantly decline or b

97、ecome worthless.See“Risk FactorsRisks Relating toDoing Business in the PRCChinese regulatory authorities could disallow ourholding company structure by exerting more oversight and control over offeringsthat are conducted overseas and/or foreign investment in China-based issuers,whichcould significan

98、tly limit or completely hinder our ability to offer or continue tooffer securities to investors and cause the value of such securities tosignificantly decline or be worthless.”1Table of ContentsThe following diagram illustrates our corporate structure as of the date of thisprospectus and upon the co

99、mpletion of this offering,assuming the sales of all ofthe Ordinary Shares we are offering at an assumed public offering price of$5pershare.For more details on our corporate history,please refer to“CorporateHistory and Structure.”_(1)Represents 4,376,625Ordinary Shares indirectly held by Wenzao Huang

100、,our chairman of theboard of directors,the 100%beneficial owner of LIANKEN ENTERPRISE LIMITED,as of the dateof this prospectus.(2)Represents 3,723,750Ordinary Shares indirectly held by Xiaolong Chen,the 100%beneficialowner of TIANHUA ENTERPRISE LIMITED,as of the date of this prospectus.(3)Represents

101、 2,255,000Ordinary Shares indirectly held by Yunjun Huang,our director,the100%beneficial owner of XINGCAN ENTERPRISE LIMITED,as of the date of this prospectus.(4)Represents 1,394,625Ordinary Shares indirectly held by Jinliang Xu,the 100%beneficialowner of WEIBO ENTERPRISE LIMITED,as of the date of t

102、his prospectus.(5)Represents an aggregate of 750,000Ordinary Shares held by Lihui Xu,the 100%beneficialowner of Kerui Enterprise Limited,as of the date of this prospectus.*We are a holding company incorporated in the Cayman Islands and not a Chinese operatingcompany.Investors are purchasing shares f

103、rom us that are issued by INLIF Cayman instead ofthe PRC Operating Entity.2Table of ContentsWe are subject to certain legal and operational risks associated with the businessoperations of the PRC subsidiaries being based in China,which could cause thevalue of our securities to significantly decline

104、or become worthless.ApplicablePRC laws and regulations governing such current business operations are sometimesvague and uncertain,and,as a result,these risks may result in material changesin the operations of the PRC subsidiaries,significant depreciation of the value ofour Ordinary Shares,or a comp

105、lete hindrance of our ability to offer,or continueto offer,our securities to investors.Recently,the PRC government adopted aseries of regulatory actions and issued statements to regulate business operationsin China with little advance notice,including cracking down on illegal activitiesin the securi

106、ties market,adopting new measures to extend the scope ofcybersecurity reviews,enhancing supervision over China-based companies listedoverseas using variable interest entity structures,and expanding the efforts inanti-monopoly enforcement.As of the date of this prospectus,neither we nor oursubsidiari

107、es have been involved in any investigations on cybersecurity reviewinitiated by any PRC regulatory authority,nor has any of them received anyinquiry,notice,or sanction related to cybersecurity review under theCybersecurity Review Measures.On December28,2021,13 governmental departments ofthe PRC,incl

108、uding the CAC,issued the Cybersecurity Review Measures,which becameeffective on February15,2022.As confirmed by our PRC counsel,Dacheng,we arenot subject to cybersecurity review or network data security review by the CACunder the Cybersecurity Review Measures or if the Regulations for the SecurityAd

109、ministration of Network Data Security Draft(the“Security AdministrationDraft”)is enacted as proposed,because neither Fujian INLIF nor the OperatingEntity is a CIIO or online platform operator with personal information of more thanone million users.See“Risk FactorsRisks Relating to Doing Business in

110、thePRCThe impact of the CACs increasing oversight over data security remainshighly uncertain,particularly for companies with substantial China operationsseeking to list on a foreign stock exchange.”On February 17,2023,the CSRCpromulgated the Trial Measures and five supporting guidelines,which came i

111、ntoeffect on March31,2023(Beijing Time).Pursuant to the Trial Measures,we arerequired to file with the CSRC within three workingdays following the submissionof an initial public offering or listing application.We have submitted the filingapplication with the CSRC for this offering,as required by the

112、 Trial Measures.OnJanuary 2,2024,we were advised by the CSRC that the Company has fulfilled thefiling procedures required pursuant to the Trial Measures.See“RiskFactorsRisks Relating to Doing Business in the PRCIn addition to therequired filing procedures of the CSRC pursuant to the Trial Measures,a

113、pprovals,filings,or other procedures of the CSRC or other PRC regulatory authorities may berequired in connection with this offering under PRC laws,regulations,and rules.”As of the date of this prospectus,neither we nor our subsidiaries have receivedany inquiry,notice,warning,or sanctions regarding

114、our overseas listing from theCSRC or any other PRC governmental authorities.Since these statements andregulatory actions are newly published,however,official guidance and relatedimplementation rules have not been issued.It is highly uncertain what thepotential impact such modified or new laws and re

115、gulations will have on the dailybusiness operations of our subsidiaries,our ability to accept foreign investments,and our listing on a U.S.exchange.The SCNPC or PRC regulatory authorities may inthe future promulgate laws,regulations,or implementing rulesthat require us andour subsidiaries to obtain

116、regulatory approval from Chinese authorities for listingin the U.S.If we do not receive or maintain the approval,or inadvertentlyconclude that such approval is not required,or applicable laws,regulations,orinterpretations change such that we are required to obtain approval in the future,we may be su

117、bject to an investigation by competent regulators,fines or penalties,or an order prohibiting us from conducting an offering,and these risks couldresult in a material adverse change in our operations and the value of our OrdinaryShares,significantly limit or completely hinder our ability to offer or

118、continueto offer securities to investors,or cause such securities to significantly declinein value or become worthless.We are currently not required to obtain approval from Chinese authorities to liston U.S exchanges,other than the required filing procedures of the CSRC pursuant tothe Trial Measures

119、.However,if the Company or any of the PRC subsidiaries were tobe required to obtain additional approvals in the future and are denied permissionfrom Chinese authorities to list on U.S.exchanges,we will not be able to continuelisting on U.S.exchange or continue to offer securities to investors,which

120、wouldmaterially affect the interests of the investors and cause significant depreciationof the price of our Ordinary Shares.The Chinese government has exercised and continues to exercise substantial controlover virtually every sector of the Chinese economy through regulation and stateownership.Our a

121、bility to operate in China may be harmed by changes in its laws andregulations,including those relating to taxation,environmental regulations,landuse rights,property and other matters.The central or local governments of thesejurisdictions may impose new,stricter regulations or interpretations of exi

122、stingregulations that would require additional expenditures and efforts on our and thePRC3Table of Contentssubsidiaries part to ensure compliance with such regulations or interpretations.As such,our Operating Entity in the PRC may be subject to governmental andregulatory interference in the province

123、s in which it operates.See“Risk Factors Risks Relating to Doing Business in the PRC The PRC government exerts substantialinfluence over the manner in which the PRC subsidiaries conduct their businessactivities.The PRC government may also intervene or influence the PRCsubsidiaries operations and this

124、 offering at any time,which could result in amaterial change in the PRC subsidiaries operations and our Ordinary Shares couldsignificantly decline in value or become worthless.”The same legal and operational risks associated with operations in China also applyto operations in HongKong.HongKong was e

125、stablished as a special administrativeregion of the PRC in accordance with Article 31 of the Constitution of thePRC.The Basic Law was adopted and promulgated on April 4,1990 and becameeffective on July1,1997,when the PRC resumed the exercise of sovereignty overHongKong.Pursuant to the Basic Law,Hong

126、Kong is authorized by the NationalPeoples Congress of the PRC to exercise a high degree of autonomy and enjoyexecutive,legislative,and independent judicial power,under the principle of“onecountry,two systems,”and the PRC laws and regulations shall not be applied inHongKong except for those listed in

127、 AnnexIII of the Basic Law(which is confinedto laws relating to national defense,foreign affairs,and other matters that arenot within the scope of autonomy).However,there is no assurance that there willnot be any changes in the economic,political,and legal environment in HongKongin the future.Due to

128、 the changes in PRC laws,regulations,or policies,the BasicLaw may be revised in the future and thus we may face the same legal andoperational risks associated with the PRC subsidiaries operating in the PRC.Ifthere is a significant change to current political arrangements between mainlandChina and Ho

129、ngKong,or if the applicable laws,regulations,or interpretationschange,our HongKong subsidiaries,Juli HK and Fanqi HK,may become subject to PRClaws or authorities.As a result,our HongKong subsidiaries could incur materialcosts to ensure compliance,be subject to fines,experience devaluation ofsecuriti

130、es or delisting,no longer conduct offerings to foreign investors,and nolonger be permitted to continue their current business operations.In addition,our Ordinary Shares may be prohibited from trading on a nationalexchange under the Holding Foreign Companies Accountable Act(the“HFCA Act,”asamended as

131、 described hereinbelow),if the Public Company Accounting Oversight Board(United States)(the“PCAOB”)is unable to inspect our auditors for twoconsecutive years beginning in 2021.On December 16,2021,the PCAOB issued areport on its determinations that it is unable to inspect or investigate completelyPCA

132、OB-registered public accounting firms headquartered in mainland China and inHongKong,because of positions taken by PRC authorities in those jurisdictions.Our auditor,Onestop Assurance PAC,is headquartered in Singapore,and has beeninspected by the PCAOB on a regular basis,with the last inspection on

133、July13,2023.The PCAOB currently has access to inspect the working papers of our auditorand our auditor is not subject to the determinations announced by the PCAOB onDecember 16,2021,which determinations were vacated on December 15,2022.OnJune22,2021,the U.S.Senate passed the Accelerating Holding For

134、eign CompaniesAccountable Act,and on December 29,2022,legislation entitled“ConsolidatedAppropriations Act,2023”(the“Consolidated Appropriations Act”)was signed intolaw by President Biden,which contained,among other things,an identical provisionto Accelerating Holding Foreign Companies Accountable Ac

135、t and amended the HFCA Actby requiring the SEC to prohibit an issuers securities from trading on anyU.S.stock exchanges if its auditor is not subject to PCAOB inspections for twoconsecutiveyears instead of three,as was formerly required under the HFCA Actbefore such amendment.If trading in our Ordin

136、ary Shares is prohibited under theHFCA Act in the future because the PCAOB determines that it cannot inspect or fullyinvestigate our auditor,Onestop Assurance PAC,at such future time,Nasdaq maydetermine to delist our Ordinary Shares.On August26,2022,the PCAOB signed aStatement of Protocol(the“SOP”)w

137、ith the CSRC and the MOF.The SOP,togetherwith two protocol agreements governing inspections and investigations(together,the“SOP Agreements”),establish a specific and accountable framework to makepossible complete inspections and investigations by the PCAOB of audit firms basedin mainland China and H

138、ongKong,as required under U.S.law.On December15,2022,the PCAOB announced that it was able to secure complete access to inspect andinvestigate PCAOB-registered public accounting firms headquartered in mainlandChina and Hong Kong completely in 2022.The PCAOB vacated its previous 2021determinations tha

139、t the PCAOB was unable to inspect or investigate completelyregistered public accounting firms headquartered in mainland China and HongKong.However,whether the PCAOB will continue to be able to satisfactorily conductinspections of PCAOB-registered public accounting firms headquartered in mainlandChin

140、a and HongKong is subject to uncertainty and depends on a number of factorsout of our and our auditors control.The PCAOB is continuing to demand completeaccess in mainland China and HongKong moving forward.The PCAOB has indicated thatit will act immediately to consider the need to issue new determin

141、ations with theHFCA Act if needed.If the PCAOB in the future again determines that it is unableto inspect and investigate completely auditors in mainland China and HongKong,thecompanies audited by those auditors would be subject to a trading prohibition onU.S.markets pursuant to the HFCA Act and the

142、 Consolidated4Table of ContentsAppropriations Act.See“Risk Factors Risks Relating to Doing Business inChinaThe Ordinary Shares may be delisted under the HFCA Act.The delisting ofthe Ordinary Shares,or the threat of such delisting,may materially and adverselyaffect the value of your investment.Additi

143、onally,the inability of the PCAOB toconduct inspections would deprive our investors of the benefits of suchinspections.”Business OverviewOverviewWe are a holding company incorporated in the Cayman Islands and not a Chineseoperating company.As a holding company with no material operation of our own,a

144、substantial majority of our operations are conducted by the Operating Entity inChina.The Operating Entity,established in September2016,is engaged in the research,development,manufacturing,and sales of injection molding machine-dedicatedmanipulator arms.It is also a provider of installation services

145、and warrantyservices for manipulator arms,and accessories and raw materials for manipulatorarms.The Operating Entity produces an extensive portfolio of injection moldingmachine-dedicated manipulator arms,including transverse single and double-axismanipulator arms,transverse and longitudinal multi-ax

146、is manipulator arms,andlarge bullhead multi-axis manipulator arms,which are developed by the OperatingEntity.The Operating Entity generates its revenue from the following sources:(i)sales ofinjection molding machine-dedicated manipulator arms under its own brand iNLIF(因立夫),and the provision of insta

147、llation and warranty services for the manipulatorarms sold;(ii)sales of injection molding machine-dedicated manipulator armsaccessories,including conveyor belts,welded bases,and reducer mounting plates;(iii)sales of raw materials and scraps of injection molding machine-dedicatedmanipulator arms;and(

148、iv)the provision of installation services to customers whoprocure the Operating Entitys injection molding machine-dedicated manipulator armsthrough third-party vendors.The Operating Entity sells its products directly to its customers,who are mainlymachine manufacturers and industrial automation comp

149、anies.The Operating Entitysources its customers through multiple channels,including(i)industryexhibitions/expos,(ii)media advertising,and(iii)referrals from existing andformer customers.For the fiscal years ended December 31,2023 and 2022,theOperating Entity had a total of 117 and 101 customers,resp

150、ectively.For the fiscalyears ended December31,2023 and 2022,we had total revenue of$12,610,873 and$6,652,308,and net income of$1,352,511 and$537,555,respectively.Subdivision of Shares and Surrender of SharesOn April 10,2024,INLIF Cayman passed the shareholder resolution and boardresolution to change

151、 its share capital from USD50,000 divided into5,000,000Ordinary Shares of par value USD0.01 each,among which 300,000OrdinaryShares of par value USD0.01 each are issued,to USD50,000 divided into500,000,000Ordinary Shares of par value USD0.0001 each,among which12,500,000Ordinary Shares of par value US

152、D0.0001 each are issued.To change the Companys share capital,each shareholder surrendered,and theCompany accepted the surrender of such number of Ordinary Shares as set forth nextto the name of each shareholder in the table below:Name of SurrenderingShareholder No.ofSharesimmediatelybeforeSharesSub-

153、division No.ofSharesimmediatelyafterSharesSub-division No.ofSurrenderedShare No.ofSharesafter ShareSub-divisionandSurrenderLIANKEN ENTERPRISE LIMITED 105,039 10,503,900 6,127,275 4,376,625TIANHUA ENTERPRISE LIMITED 89,370 8,937,000 5,213,250 3,723,750XINGCAN ENTERPRISE LIMITED 54,120 5,412,000 3,157

154、,000 2,255,000WEIBO ENTERPRISE LIMITED 33,471 3,347,100 1,952,475 1,394,625Kerui Enterprise Limited 18,000 1,800,000 1,050,000 750,000Total:300,000 30,000,000 17,500,000 12,500,000Unless otherwise indicated,all references to Ordinary Shares,options to purchaseOrdinary Shares,share data,per share dat

155、a,and related information have beenretroactively adjusted,where applicable,in this prospectus to reflect thesubdivision as if it had occurred at the beginning of the earlier period presented.5Table of ContentsCompetitive StrengthsWe believe that the following strengths contribute to the Operating En

156、tityssuccess and differentiate it from its competitors:strong research and development(“R&D”)capability;comprehensive quality control system;experienced management team;anda broad range of customer base.Growth StrategiesWe intend to grow the Operating Entitys business using the following keystrategi

157、es:enhance production capacity;increase R&D investment;andexpand sales network.Corporate InformationOur principal executive offices are located at No.88,Hongsi Road,Yangxi NewArea,Honglai Town,Nanan City,Quanzhou,the Peoples Republic of China and ourphone number is+86 15375760760.Our registered offi

158、ce in the Cayman Islands islocated at the Office of Maples Corporate Services Limited of PO Box 309,UglandHouse,Grand Cayman,KY1-1104,Cayman Islands,and the phone number of ourregistered office is+852 252 9333.We maintain a corporate website .The information contained in,or accessible from,our websi

159、te orany other website does not constitute a part of this prospectus.Our agent forservice of process in the UnitedStates is Cogency Global Inc.,located at 122 East42nd Street,18th Floor,New York,NY 10168.Summary of Risk FactorsInvesting in our Ordinary Shares involves significant risks.You should ca

160、refullyconsider all of the information in this prospectus before making an investment inour Ordinary Shares.Below please find a summary of the principal risks we face,organized under relevant headings.These risks are discussed more fully in thesection titled“Risk Factors.”Risks Relating to Doing Bus

161、iness in the PRC(for a more detailed discussion,see“Risk Factors Risks Relating to Doing Business in the PRC”beginning onpage18 of this prospectus)We face risks and uncertainties relating to doing business in the PRC in general,including,but not limited to,the following:In addition to the required f

162、iling procedures of the CSRC pursuant to theTrial Measures,approvals,filings,or other procedures of the CSRC orother PRC regulatory authorities may be required in connection with thisoffering under PRC laws,regulations,and rules.See“Risk Factors Inaddition to the required filing procedures of the CS

163、RC pursuant to theTrial Measures,approvals,filings,or other procedures of the CSRC orother PRC regulatory authorities may be required in connection with thisoffering under PRC laws,regulations,and rules”on page 18 of thisprospectus;The impact of the CACs increasing oversight over data security remai

164、nshighly uncertain,particularly for companies with substantial Chinaoperations seeking to list on a foreign stock exchange.See“Risk Factors The impact of the CACs increasing oversight over data security remainshighly uncertain,particularly for companies with substantial Chinaoperations seeking to li

165、st on a foreign stock exchange”on page 19 ofthis prospectus;We may be influenced by changes in the political and economic policies ofthe PRC government.See“Risk Factors We may be influenced by changesin the political and economic policies of the PRC government”on page 19of this prospectus;6Table of

166、ContentsUncertainties with respect to the enforcement of laws,and changes in lawsand regulations in China with little advance notice,could materially andadversely affect us.See“Risk Factors Uncertainties with respect tothe enforcement of laws,and changes in laws and regulations in China withlittle a

167、dvance notice,could materially and adversely affect us”on page20 of this prospectus;The PRC government exerts substantial influence over the manner in whichthe PRC subsidiaries conduct their business activities.The PRC governmentmay also intervene or influence the PRC subsidiaries operations and thi

168、soffering at any time,which could result in a material change in the PRCsubsidiaries operations and our Ordinary Shares could significantlydecline in value or become worthless.See“Risk Factors The PRCgovernment exerts substantial influence over the manner in which the PRCsubsidiaries conduct their b

169、usiness activities.The PRC government mayalso intervene or influence the PRC subsidiaries operations and thisoffering at any time,which could result in a material change in the PRCsubsidiaries operations and our Ordinary Shares could significantlydecline in value or become worthless”on page 20 of th

170、is prospectus;The PRC government has significant authority to exert influence on ouroperations in mainland China.See“Risk Factors The PRC government hassignificant authority to exert influence on our operations in mainlandChina”on page 21 of this prospectus;Chinese regulatory authorities could disal

171、low our holding companystructure by exerting more oversight and control over offerings that areconducted overseas and/or foreign investment in China-based issuers,whichcould significantly limit or completely hinder our ability to offer orcontinue to offer securities to investors and cause the value

172、of suchsecurities to significantly decline or be worthless.See“RiskFactors Chinese regulatory authorities could disallow our holdingcompany structure by exerting more oversight and control over offeringsthat are conducted overseas and/or foreign investment in China-basedissuers,which could significa

173、ntly limit or completely hinder our abilityto offer or continue to offer securities to investors and cause the valueof such securities to significantly decline or be worthless”on page 22of this prospectus;Recent negative publicity surrounding China-based companies listed in theUnited States may nega

174、tively impact the trading price of the OrdinaryShares.See“Risk Factors Recent negative publicity surrounding China-based companies listed in the United States may negatively impact thetrading price of the Ordinary Shares”on page 23 of this prospectus;The Ordinary Shares may be delisted under the HFC

175、A Act.The delisting ofthe Ordinary Shares,or the threat of such delisting,may materially andadversely affect the value of your investment.Additionally,the inabilityof the PCAOB to conduct inspections would deprive our investors of thebenefits of such inspections.See“Risk Factors The Ordinary Shares

176、maybe delisted under the HFCA Act.The delisting of the Ordinary Shares,orthe threat of such delisting,may materially and adversely affect thevalue of your investment.Additionally,the inability of the PCAOB toconduct inspections would deprive our investors of the benefits of suchinspections”on page 2

177、3 of this prospectus;PRC regulation of loans to,and direct investments in,PRC entities byoffshore holding companies may delay or prevent us from making loans oradditional capital contributions to our PRC subsidiaries and therebyprevent us from funding our business.See“Risk Factors PRC regulationof l

178、oans to,and direct investments in,PRC entities by offshore holdingcompanies may delay or prevent us from making loans or additional capitalcontributions to our PRC subsidiaries and thereby prevent us from fundingour business”on page 25 of this prospectus;It may be difficult for overseas regulators t

179、o conduct investigations orcollect evidence within the PRC.See“Risk Factors It may be difficultfor overseas regulators to conduct investigations or collect evidencewithin the PRC”on page 25 of this prospectus;We may rely on dividends and other distributions on equity paid by our PRCsubsidiaries to f

180、und any cash and financing requirements we may have,andany limitation on the ability of our PRC subsidiaries to make payments tous could have a material and adverse effect on our ability to conduct ourbusiness.See“Risk Factors We may rely on dividends and otherdistributions on equity paid by our PRC

181、 subsidiaries to fund any cash andfinancing requirements we may have,and any limitation on the ability ofour PRC subsidiaries to make payments to us could have a material andadverse effect on our ability to conduct our business”on page 26 of thisprospectus;7Table of ContentsWe may be deemed to be a

182、PRC resident enterprise under the EnterpriseIncome Tax Law,and be subject to the PRC taxation on our worldwideincome,which may significantly increase our income tax expenses andmaterially decrease our profitability.See“Risk Factors We may bedeemed to be a PRC resident enterprise under the Enterprise

183、 Income TaxLaw,and be subject to the PRC taxation on our worldwide income,which maysignificantly increase our income tax expenses and materially decrease ourprofitability”on page 26 of this prospectus;We face uncertainties in the PRC with respect to indirect transfer ofequity interests in our PRC su

184、bsidiaries.See“Risk Factors We faceuncertainties in the PRC with respect to indirect transfer of equityinterests in our PRC subsidiaries”on page 26 of this prospectus;andConversion of RMB to and from other currency may be subject togovernmental control in China.See“Risk Factors Conversion of RMB toa

185、nd from other currency may be subject to governmental control in China”on page 27 of this prospectus.You may experience hardships in effecting service of legal process,enforcing foreign judgments,or bringing actions in China against us orour management named in this prospectus based on foreign laws.

186、It may alsobe burdensome for you or overseas regulators to conduct investigations orcollect evidence within China.See“Risk Factors You may experiencehardships in effecting service of legal process,enforcing foreignjudgments,or bringing actions in China against us or our management namedin this prosp

187、ectus based on foreign laws.It may also be burdensome foryou or overseas regulators to conduct investigations or collect evidencewithin China”on page 27 of this prospectus.Risks Relating to Our Business and Industry(for a more detailed discussion,see“Risk FactorsRisks Related to Our Business”beginni

188、ng on page28 of thisprospectus)Risks and uncertainties related to our business include,but are not limited to,the following:The Operating Entity operates in a highly-competitive market and itsfailure to compete effectively could adversely affect both its and ourbusiness,financial condition,and resul

189、ts of operations.See“RiskFactors The Operating Entity operates in a highly-competitive marketand its failure to compete effectively could adversely affect both its andour business,financial condition,and results of operations”on page 28of this prospectus;The Operating Entitys research and developmen

190、t,acquisition andlicensing efforts may fail to generate new products.See“Risk Factors The Operating Entitys research and development,acquisition andlicensing efforts may fail to generate new products”on page 28 of thisprospectus;Manufacturing problems may cause product launch delays,inventoryshortag

191、es,recalls or unanticipated costs.See“Risk Factors Manufacturing problems may cause product launch delays,inventoryshortages,recalls or unanticipated costs”on page 28 of this prospectus;The Operating Entity may fail to detect or cure defects of its products.See“Risk Factors The Operating Entity may

192、fail to detect or curedefects of its products”on page 29 of this prospectus;If the Operating Entity fails to successfully develop and commercializenew industrial manipulator arms in a timely manner,the operating resultsmay be materially adversely affected.See“Risk Factors If theOperating Entity fail

193、s to successfully develop and commercialize newindustrial manipulator arms in a timely manner,the operating results maybe materially adversely affected”on page 29 of this prospectus;Our historical growth rates and performance may not be sustainable orindicative of our future growth and financial res

194、ults.We cannot guaranteethat we will be able to maintain the growth rate we have experienced todate.See“Risk Factors Our historical growth rates and performance maynot be sustainable or indicative of our future growth and financialresults.We cannot guarantee that we will be able to maintain the grow

195、thrate we have experienced to date”on page 30 of this prospectus;The Operating Entitys business requires a number of permits andlicenses.We cannot assure you that the Operating Entity can maintain allrequired licenses,permits and certifications to carry on its business atall times.See“Risk Factors T

196、he Operating Entitys business requiresa number of permits and licenses.We cannot assure you that the OperatingEntity can maintain all required licenses,permits and certifications tocarry on its business at all times”on page 31 of this prospectus;8Table of ContentsIf we cannot retain,attract,and moti

197、vate key personnel,we may be unableto effectively implement our business plan.See“Risk Factors If wecannot retain,attract,and motivate key personnel,we may be unable toeffectively implement our business plan”on page 31 of this prospectus;The Operating Entity may be accused of infringing,misappropria

198、ting orotherwise violating the intellectual property rights of third parties.See“Risk Factors The Operating Entity may be accused of infringing,misappropriating or otherwise violating the intellectual property rightsof third parties”on page 33 of this prospectus;Damage to our brand image could have

199、a material adverse effect on ourgrowth strategy and our business,financial condition,results ofoperations and prospects.See“Risk Factors Damage to our brand imagecould have a material adverse effect on our growth strategy and ourbusiness,financial condition,results of operations and prospects”onpage

200、 32 of this prospectus;andThe Operating Entity may not successfully acquire and integrate otherbusinesses,license rights to technologies or products,form and managealliances or divest businesses.See“Risk Factors The Operating Entitymay not successfully acquire and integrate other businesses,licenser

201、ights to technologies or products,form and manage alliances or divestbusinesses”on page 34 of this prospectus.Risks Relating to this Offering and the Trading Market(for a more detaileddiscussion,see“Risk FactorsRisks Relating to this Offering and the TradingMarket”beginning on page36 of this prospec

202、tus)In addition to the risks described above,we are subject to general risks anduncertainties relating to this offering and the trading market,including,but notlimited to,the following:There has been no public market for our Ordinary Shares prior to thisoffering,and you may not be able to resell our

203、 Ordinary Shares at orabove the price you pay for them,or at all.See“Risk Factors Therehas been no public market for our Ordinary Shares prior to this offering,and you may not be able to resell our Ordinary Shares at or above theprice you pay for them,or at all”on page 37 of this prospectus;The init

204、ial public offering price for our Ordinary Shares may not beindicative of prices that will prevail in the trading market and suchmarket prices may be volatile.See“Risk Factors The initial publicoffering price for our Ordinary Shares may not be indicative of pricesthat will prevail in the trading mar

205、ket and such market prices may bevolatile”on page 37 of this prospectus;You will experience immediate and substantial dilution in the net tangiblebook value of Ordinary Shares purchased.See“Risk Factors You willexperience immediate and substantial dilution in the net tangible bookvalue of Ordinary S

206、hares purchased”on page 37 of this prospectus;If we fail to implement and maintain an effective system of internalcontrols or fail to remediate the material weaknesses in our internalcontrol over financial reporting that have been identified,we may fail tomeet our reporting obligations or be unable

207、to accurately report ourresults of operations or prevent fraud,and investor confidence and themarket price of our Ordinary Shares may be materially and adverselyaffected.See“Risk Factors If we fail to implement and maintain aneffective system of internal controls or fail to remediate the materialwea

208、knesses in our internal control over financial reporting that have beenidentified,we may fail to meet our reporting obligations or be unable toaccurately report our results of operations or prevent fraud,and investorconfidence and the market price of our Ordinary Shares may be materiallyand adversel

209、y affected”on page 37 of this prospectus;We will incur substantial increased costs as a result of being a publiccompany.See“Risk Factors We will incur substantial increased costs asa result of being a public company”on page 38 of this prospectus;Substantial future sales of our Ordinary Shares or the

210、 anticipation offuture sales of our Ordinary Shares in the public market could cause theprice of our Ordinary Shares to decline.See“Risk Factors Substantialfuture sales of our Ordinary Shares or the anticipation of future sales ofour Ordinary Shares in the public market could cause the price of ourO

211、rdinary Shares to decline”on page 38 of this prospectus;We do not intend to pay dividends in the foreseeable future.See“RiskFactors We do not intend to pay dividends in the foreseeable future”onpage 39 of this prospectus;9Table of ContentsThe market price of our Ordinary Shares may be volatile or ma

212、y declineregardless of our operating performance,and you may not be able to resellyour shares at or above the initial public offering price.See“RiskFactors The market price of our Ordinary Shares may be volatile or maydecline regardless of our operating performance,and you may not be ableto resell y

213、our shares at or above the initial public offering price”onpage 39 of this prospectus;The price of our Ordinary Shares could be subject to rapid and substantialvolatility.Such volatility,including any stock run-ups,may be unrelatedto our actual or expected operating performance and financial conditi

214、on orprospects,making it difficult for prospective investors to assess therapidly changing value of our Ordinary Shares.See“Risk Factors Theprice of our Ordinary Shares could be subject to rapid and substantialvolatility.Such volatility,including any stock run-ups,may be unrelatedto our actual or ex

215、pected operating performance and financial condition orprospects,making it difficult for prospective investors to assess therapidly changing value of our Ordinary Shares”on page 39 of thisprospectus;Our management has broad discretion to determine how to use the fundsraised in the offering and may u

216、se them in ways that may not enhance ourresults of operations or the price of our Ordinary Shares.See“RiskFactors Our management has broad discretion to determine how to use thefunds raised in the offering and may use them in ways that may not enhanceour results of operations or the price of our Ord

217、inary Shares”on page 40of this prospectus;If we cease to qualify as a foreign private issuer,we would be requiredto comply fully with the reporting requirements of the Exchange Actapplicable to U.S.domestic issuers,and we would incur significantadditional legal,accounting and other expenses that we

218、would not incur asa foreign private issuer.See“Risk Factors If we cease to qualify as aforeign private issuer,we would be required to comply fully with thereporting requirements of the Exchange Act applicable to U.S.domesticissuers,and we would incur significant additional legal,accounting andother

219、expenses that we would not incur as a foreign private issuer”onpage 40 of this prospectus;Because we are a foreign private issuer and are exempt from certain Nasdaqcorporate governance standards applicable to U.S.issuers,you will haveless protection than you would have if we were a domestic issuer.S

220、ee“Risk Factors Because we are a foreign private issuer and are exemptfrom certain Nasdaq corporate governance standards applicable to U.S.issuers,you will have less protection than you would have if we were adomestic issuer”on page 40 of this prospectus;andIf we cannot continue to satisfy the listi

221、ng requirements and other rulesof the Nasdaq Capital Market,our securities may be delisted,which couldnegatively impact the price of our securities and your ability to sellthem.See“Risk Factors If we cannot continue to satisfy the listingrequirements and other rules of the Nasdaq Capital Market,our

222、securitiesmay be delisted,which could negatively impact the price of our securitiesand your ability to sell them”on page 41 of this prospectus.COVID-19 ImpactThe COVID-19 pandemic has led governments across the globe to impose a series ofmeasures intended to contain its spread,including border closu

223、res,travel bans,quarantine measures,social distancing,and restrictions on business operations andlarge gatherings.From 2020 to the middle of 2022,COVID-19 vaccination programswere greatly promoted around the globe,but several types of COVID-19 variantsemerged in different parts of the world and caus

224、ed temporary lockdowns.Restrictions have been re-imposed from time to time in certain cities to combatsporadic outbreaks of COVID-19 in the PRC.For example,in early 2022,the Omicronvariant of COVID-19 was identified in China,especially in Shenzhen,Shanghai,Jilin Province,and Beijing,where strict loc

225、kdowns were imposed.Due to the rapidly expanding nature of COVID-19 pandemic,and because substantiallyall of the Operating Entitys business operations and workforce are concentrated inthe PRC,the COVID-19 pandemic adversely affected the Operating Entitys business,results of operations,and financial

226、condition in 2022.Our customers areconcentrated in the southeastern region of China,such as Fujian province,Guangdong Province,Zhejiang Province,and Jiangsu Province,which areas hadshorter periods of lockdown and were less affected by the pandemic.As a result,although we were unable to expand our bu

227、siness to other regions due to theoutbreaks of the virus nationwide,our revenue still increased slightly duringfiscal year 2022.See“Managements Discussion and Analysis of Financial Conditionand Results of OperationsCOVID-19 Impact.”However,in December2022,theChinese government unveiled a series of n

228、ew10Table of ContentsCOVID-related policies to loosen its zero-COVID policy,and uplifted the existingprevention and control measures that were in place for the COVID-19 pandemic.Inearly December 2022,the Chinese government announced a nationwide relaxation ofits zero-COVID policy,leading to a surge

229、in infections following the easing ofrestrictions.Although the spread of the COVID-19 appears to be under control as ofthe date of this prospectus,the future ramifications remain highly uncertain andunpredictable,and the Companys operations may have to scale back again in thefuture.If this pandemic

230、persists,global commercial activities may face additionalconstraints,including reduced consumer spending,disruptions in businessoperation,interruption of supply chains,travel complexities,and workforcereduction.As such,the potential influence of the COVID-19 pandemic on theCompanys operations and fi

231、nancial outcomes over the long term will be contingentupon its ongoing evolution in China and worldwide,which the Company cannot predictwith a reasonable degree of certainty.Permissions or Approval Required from the PRC Authorities for OurOperating and OfferingOur PRC legal counsel,Dacheng,has advis

232、ed us that,in order to operate ourbusiness activities as currently conducted in China,the PRC subsidiaries arerequired to obtain a business license from the State Administration for MarketRegulation(“SAMR”).As of the date of this prospectus,as confirmed by Dacheng,our PRC legal counsel,each of our P

233、RC subsidiaries has obtained a valid businesslicense from the SAMR and no application for any such license has been denied.However,it is uncertain whether we or our PRC subsidiaries will be required toobtain additional approvals,licenses,or permits in connection with our businessoperations pursuant

234、to evolving PRC laws and regulations,and whether we would beable to obtain and renew such approvals on a timely basis or at all.Failing to doso could result in a material change in our operations,and the value of ourOrdinary Shares could depreciate significantly or become worthless.As of the dateof

235、this prospectus,our PRC counsel,Dacheng,has advised us that neither we norany of the PRC subsidiaries(1)is subject to approval requirements from the CSRC,the CAC,or any other entity to approve our operations,and(2)has been deniedsuch permissions by any PRC authorities.However,the General Office of t

236、he Central Committee of the Communist Party ofChina and the General Office of the State Council jointly issued the“Opinions onSeverely Cracking Down on Illegal Securities Activities According to Law,”or the“Opinions,”which were made available to the public on July6,2021.The Opinionsemphasized the ne

237、ed to strengthen the administration over illegal securitiesactivities and the need to strengthen the supervision over overseas listings byChinese companies.These opinions proposed to take effective measures,such aspromoting the construction of relevant regulatory systems,to deal with the risksand in

238、cidents facing China-concept overseas-listed companies and the demand forcybersecurity and data privacy protection.On February 17,2023,the CSRCpromulgated the Trial Measures and five supporting guidelines,which came intoeffective on March 31,2023(Beijing Time).Pursuant to the Trial Measures,domestic

239、 companies that seek to offer or list securities overseas,both directlyand indirectly,shall complete filing procedures with the CSRC pursuant to therequirements of the Trial Measures within three working days following itssubmission of initial public offerings or listing application.If a domesticcom

240、pany fails to complete required filing procedures or conceals any material factor falsifies any major content in its filing documents,such domestic company maybe subject to administrative penalties,such as an order to rectify,warnings,andfines,and its controlling shareholders,actual controllers,the

241、person directly incharge and other directly liable persons may also be subject to administrativepenalties,such as warnings and fines.Based on the foregoing,we are required tofile with the CSRC for this offering pursuant to the Trial Measures within threeworking days following our submission of an in

242、itial public offering or listingapplication.We have submitted the filing application with the CSRC for thisoffering,as required by the Trial Measures.On January 2,2024,we were advised bythe CSRC that the Company has fulfilled the filing procedures required pursuant tothe Trial Measures.See“Regulatio

243、ns Regulations Relating to OverseasListing”and“Risk FactorsRisks Relating to Doing Business in the PRCInaddition to the required filing procedures of the CSRC pursuant to the TrialMeasures,approvals,filings,or other procedures of the CSRC or other PRCregulatory authorities may be required in connect

244、ion with this offering under PRClaws,regulations,and rules.”On February24,2023,the CSRC,together with the MOF,National Administration ofState Secrets Protection and National Archives Administration of China,revised theProvisions on Strengthening Confidentiality and Archives Administration forOversea

245、s Securities Offering and Listing,which were issued by the CSRC andNational Administration of State Secrets Protection and National ArchivesAdministration of China in 2009,or the“Provisions.”The revised Provisions wereissued under the title the“Provisions on Strengthening Confidentiality andArchives

246、 Administration of Overseas Securities Offering and Listing by DomesticCompanies,”and came into effect on March 31,2023 together with the TrialMeasures.One of the major revisions to the revised Provisions is expanding theirapplication to cover indirect overseas offering and listing,as is consistent

247、withthe Trial Measures.The revised Provisions require that,among other things,(a)adomestic company that plans to,either directly or indirectly through its overseaslisted entity,publicly disclose or provide to relevant individuals or entities,including securities companies,11Table of Contentssecuriti

248、es service providers,and overseas regulators,any documents and materialsthat contain state secrets or working secrets of government agencies,shall firstobtain approval from competent authorities according to law,and file with thesecrecy administrative department at the same level;and(b)a domestic co

249、mpanythat plans to,either directly or indirectly through its overseas listed entity,publicly disclose or provide to relevant individuals and entities,includingsecurities companies,securities service providers,and overseas regulators,anyother documents and materials that,if leaked,will be detrimental

250、 to nationalsecurity or public interest,shall strictly fulfill relevant procedures stipulatedby applicable national regulations.Any failure or perceived failure by ourCompany,or our PRC subsidiaries to comply with the above confidentiality andarchives administration requirements under the revised Pr

251、ovisions and other PRClaws and regulations may result in the relevant entities being held legally liableby competent authorities,and referred to the judicial organ to be investigated forcriminal liability if suspected of committing a crime.As there are still uncertainties regarding the interpretatio

252、n and implementation ofsuch regulations,we cannot assure you that we will be able to comply with newregulatory requirements relating to our listing on Nasdaq and our future overseascapital-raising activities and we may become subject to more stringent requirementswith respect to matters such as cros

253、s-border investigation,data privacy,andenforcement of legal claims.See“Risk Factors Risks Relating to DoingBusiness in the PRCIn addition to the required filing procedures of the CSRCpursuant to the Trial Measures,approvals,filings,or other procedures of the CSRCor other PRC regulatory authorities m

254、ay be required in connection with thisoffering under PRC laws,regulations,and rules.”Notwithstanding the foregoing,as of the date of this prospectus,we have notreceived any inquiry,notice,warning,sanction,or any regulatory objection tothis offering from the CSRC,the CAC,or any other PRC authorities

255、that havejurisdiction over our PRC subsidiaries operations.The Cybersecurity Review Measures,which became effective on February15,2022,provide that,in addition to CIIOs that intend to purchase Internet products andservices,online platform operators engaging in data processing activities thataffect o

256、r may affect national security must be subject to cybersecurity review bythe Cybersecurity Review Office of the PRC.According to the Cybersecurity ReviewMeasures,a cybersecurity review assesses potential national security risks thatmay be brought about by any procurement,data processing,or overseas

257、listing.TheCybersecurity Review Measures further require that CIIOs and data processingoperators that possess personal data of at least one million users must apply for areview by the Cybersecurity Review Office of the PRC before conducting listings inforeign countries.As of the date of this prospec

258、tus,we have not received anynotice from any authorities identifying any of our PRC subsidiaries as a CIIO orrequiring us to go through cybersecurity review or network data security review bythe CAC.As confirmed by our PRC counsel,Dacheng,we are not subject tocybersecurity review or network data secu

259、rity review by the CAC under theCybersecurity Review Measures,because our PRC subsidiaries are not CIIOs or onlineplatform operators with personal information of more than one million users.Thereremains uncertainty,however,as to how the Cybersecurity Review Measures will beinterpreted or implemented

260、 and whether the PRC over data security,particularly forcompanies seeking to list on a foreign exchange,could adversely impact our PRCsubsidiaries business and our offering.To operate business activities in Hong Kong,every company must register itsbusiness with the Business Registration Office of th

261、e Inland Revenue Department inHongKong and make an application for business registration within one month ofcommencement of business.Any person who fails to comply is subject to a maximumfine of HK$5,000 and one year of imprisonment.As of the date of this prospectus,our HongKong subsidiaries have ob

262、tained valid business registration certificates.There is no statutory or mandatory permission or regulatory approval required forthe provision of customized servers and ancillary software and services inHong Kong.As of the date of this prospectus,neither we nor our Hong Kongsubsidiaries are required

263、 to obtain(i)any permission or approval from HongKongauthorities to offer the securities being registered to foreign investors outsideHong Kong,or(ii)any permission or approval from Hong Kong authorities tooperate their business except for the aforementioned business registrationcertificates.However

264、,it is uncertain whether we or our HongKong subsidiarieswill be required to obtain additional permissions or approval from Hong Kongauthorities to operate business or offer securities to foreign investors in thefuture,and whether we would be able to obtain such permissions or approvals.If weare unab

265、le to obtain such permissions or approvals if required in the futurebecause applicable laws,regulations,or interpretations change,or inadvertentlyconclude that such permissions or approvals are not required,then the value of ourOrdinary Shares may depreciate significantly or become worthless.Asset T

266、ransfers Between Our Company and Our SubsidiariesAs of the date of this prospectus,other than the administrative fee and sharetransfer and cash payment in connection with the First and Second Reorganization(see“Corporate History and Structure”),no cash transfer or transfer of otherassets has occurre

267、d among our Company and our subsidiaries.We have establishedcontrols and procedures for cash12Table of Contentsflows within our organization based on internal cash management policiesestablished by our finance department,discussed,considered,and reviewed by therelevant departments in our Company,and

268、 approved by our Chairman of the Board ofDirectors.Specifically,our finance department supervises cash management,following the instructions of our management.Our finance department is responsiblefor establishing our cash operation plan and coordinating cash management mattersamong our subsidiaries

269、and departments.Each subsidiary and department initiates acash request by putting forward a cash demand plan,which explains the specificamount and timing of cash requested,and then submits it to our finance department.The finance department reviews the cash demand plan and prepares a summary for the

270、management of our Company.Management examines and approves the allocation of cashbased on the sources of cash and the priorities of the needs.Other than the above,we currently do not have other cash management policies or procedures that dictatehow funds are transferred.Dividends or Distributions Ma

271、de to Our Company and U.S.Investors andTax ConsequencesAs of the date of this prospectus,none of our subsidiaries have made any dividendsor distributions to our Company and our Company has not made any dividends ordistributions to our shareholders.We intend to keep any future earnings to financethe

272、expansion of our business,and we do not anticipate that any cash dividendswill be paid in the foreseeable future.Subject to the passive foreign investmentcompany(“PFIC”)rules,the gross amount of distributions we make to investorswith respect to our Ordinary Shares(including the amount of any taxes w

273、ithheldtherefrom)will be taxable as a dividend,to the extent that the distribution ispaid out of our current or accumulated earnings and profits,as determined underU.S.federal income tax principles.Under the Cayman Islands law,a Cayman Islands company may pay a dividend on itsshares out of either pr

274、ofit or share premium amount,provided that in nocircumstances may a dividend be paid out of share premium if this would result inthe company being unable to pay its debts as they fall due in the ordinary courseof business.If we determine to pay dividends on any of our Ordinary Shares in the future,a

275、s aholding company,we will be dependent on receipt of funds from our Hong Kongsubsidiaries,Juli HK and Fanqi HK.However,as the PRC government imposes controlon the conversion of RMB into foreign currencies and the remittance of currenciesout of mainland China,it has the authority to conduct reviews

276、on cross-bordertransfer in and out of mainland China,which may impose certain limitations on ourability to transfer funds among our Company,our subsidiaries,and our investors,primarily reflected in the following aspects:(i)we are restricted from injectingcapital or providing loans to our PRC subsidi

277、aries,which may adversely affect theoperations of our PRC subsidiaries;(ii)our PRC subsidiaries may be restrictedfrom paying dividends to us;and(iii)if we are unable to obtain dividends fromour PRC subsidiaries,it may adversely impact dividend distributions,if any,toour investors.See“Summary of Risk

278、 Factors,”“Risk FactorsRisks Relatingto Doing Business in the PRCPRC regulation of loans to,and direct investmentsin,PRC entities by offshore holding companies may delay or prevent us from makingloans or additional capital contributions to our PRC subsidiaries and therebyprevent us from funding our

279、business,”and“Risk FactorsRisks Relating toDoing Business in the PRCConversion of RMB to and from other currency may besubject to governmental control in China.”Furthermore,any limitation on theability of our PRC subsidiaries to pay dividends or make other distributions to uscould materially and adv

280、ersely limit our ability to grow,make investments oracquisitions that could be beneficial to our business,pay dividends,or otherwisefund and conduct our business.See“Risk Factors Risks Relating to DoingBusiness in the PRCWe may rely on dividends and other distributions on equitypaid by our PRC subsi

281、diaries to fund any cash and financing requirements we mayhave,and any limitation on the ability of our PRC subsidiaries to make payments tous could have a material and adverse effect on our ability to conduct ourbusiness.”Current PRC regulations permit Fujian INLIF to pay dividends to Juli HK only

282、out ofits accumulated profits,if any,determined in accordance with Chinese accountingstandards and regulations.The PRC government also imposes controls on theconversion of RMB into foreign currencies and the remittance of currencies out ofthe PRC.For instance,the Circular on Promoting the Reform of

283、Foreign ExchangeManagement and Improving Authenticity and Compliance Review,or“SAFE Circular 3,”issued on January26,2017,provides that banks shall,when dealing with dividendremittance transactions from a domestic enterprise to its offshore shareholders ofmore than$50,000,review the relevant board re

284、solutions,original tax filing form,and audited financial statements of such domestic enterprise based on the principleof genuine transaction.Furthermore,if Fujian INLIF and its subsidiary,Ewatt,incur debt on their own in the future,the instruments governing the debt mayrestrict their ability to pay

285、dividends or make other payments.If we or our PRCsubsidiaries are unable to receive revenue from the PRC subsidiaries operations,wemay be unable to pay dividends on our Ordinary Shares.13Table of ContentsCash dividends,if any,on our Ordinary Shares will be paid in U.S.dollars.JuliHK may be considere

286、d a non-resident enterprise for tax purposes,so that anydividends Fujian INLIF pays to Juli HK may be regarded as China-sourced income andas a result may be subject to PRC withholding tax at a rate of up to 10%.See“Material Income Tax Consideration Peoples Republic of China EnterpriseTaxation in Mai

287、nland China.”In order for us to pay dividends to our shareholders,we will rely on paymentsreceipt of funds from our Hong Kong subsidiaries,Juli HK and Fanqi HK,asdividends from our HongKong subsidiaries.Juli HK will rely on payments made fromFujian INLIF,which will in turn rely on payments made from

288、 Ewatt.Fanqi HK willrely on payments made from Ewatt.If Fujian INLIF and its subsidiary,Ewatt,incurdebt on their own behalf in the future,the instruments governing the debt mayrestrict their ability to pay dividends or make other distributions to us.Pursuant to the Arrangement between Mainland China

289、 and the Hong Kong SpecialAdministrative Region for the Avoidance of Double Taxation and Tax Evasion onIncome(the“Double Tax Avoidance Arrangement”),the 10%withholding tax rate maybe lowered to 5%if a HongKong resident enterprise owns no less than 25%of a PRCproject.The 5%withholding tax rate,howeve

290、r,does not automatically apply andcertain requirements must be satisfied,including without limitation that(a)theHong Kong project must be the beneficial owner of the relevant dividends;and(b)the HongKong project must directly hold no less than 25%share ownership inthe PRC project during the 12 conse

291、cutive months preceding its receipt of thedividends.In current practice,a HongKong project must obtain a tax residentcertificate from the Hong Kong tax authority to apply for the 5%lower PRCwithholding tax rate.As the HongKong tax authority will issue such a tax residentcertificate on a case-by-case

292、 basis,we cannot assure you that we will be able toobtain the tax resident certificate from the relevant HongKong tax authority andenjoy the preferential withholding tax rate of 5%under the Double TaxationArrangement with respect to any dividends paid by Fujian INLIF to their immediateholding compan

293、y,Juli HK.As of the date of this prospectus,we have not appliedfor the tax resident certificate from the relevant HongKong tax authority.Juli HKintends to apply for the tax resident certificate if and when Fujian INLIF plans todeclare and pay dividends to Juli HK.See“Risk FactorsRisks Relating toDoi

294、ng Business in the PRCWe may be deemed to be a PRC resident enterpriseunder the Enterprise Income Tax Law,and be subject to the PRC taxation on ourworldwide income,which may significantly increase our income tax expenses andmaterially decrease our profitability.”Implications of Being an“Emerging Gro

295、wth Company”As a company with less than$1.235billion in revenue during our last fiscal year,we qualify as an“emerging growth company”as defined in the Jumpstart OurBusiness Startups Actof2012,or the“JOBS Act.”An“emerging growth company”may take advantage of reduced reporting requirements that are ot

296、herwise applicableto larger public companies.In particular,as an emerging growth company,we:may present only two years of audited financial statements and onlytwoyears of related Managements Discussion and Analysis of FinancialCondition and Results of Operations;are not required to provide a detaile

297、d narrative disclosure discussing ourcompensation principles,objectives and elements and analyzing how thoseelements fit with our principles and objectives,which is commonlyreferred to as“compensation discussion and analysis”;are not required to obtain an attestation and report from our auditors ono

298、ur managements assessment of our internal control over financialreporting pursuant to the Sarbanes-Oxley Actof2002;are not required to obtain a non-binding advisory vote from ourshareholders on executive compensation or golden parachute arrangements(commonly referred to as the“say-on-pay,”“say-on fr

299、equency,”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisionsrequiring a pay-for-performance graph and CEO pay ratio disclosure;are eligible to claim longer phase-in periods for the adoption of new orrevised financial accounting standards under 107

300、of the JOBS Act;andwill not be required to conduct an evaluation of our internal control overfinancial reporting until our second annual report on Form20-F followingthe effectiveness of our initial public offering.14Table of ContentsWe intend to take advantage of the above-described reduced reportin

301、g requirementsand exemptions,including the longer phase-in periods for the adoption of new orrevised financial accounting standards under 107 of the JOBS Act until we nolonger meet the definition of an emerging growth company.Our election to use thephase-in periods may make it difficult to compare o

302、ur financial statements to thoseof non-emerging growth companies and other emerging growth companies that haveopted out of the phase-in periods under 107 of the JOBS Act.The JOBS Act provides that we would cease to be an“emerging growth company”atthe end of the fiscal year in which the fifth anniver

303、sary of our initial sale ofcommon equity pursuant to a registration statement declared effective under theSecurities Actof1933,as amended(the“Securities Act”)occurred,if we havemore than$1.235billion in annual revenue,have more than$700million in marketvalue of our Ordinary Shares held by non-affili

304、ates,or issue more than$1billionin principal amount of non-convertible debt over a three-year period.Foreign Private Issuer StatusWe are a foreign private issuer within the meaning of the rules under theSecurities ExchangeActof1934,as amended(the“ExchangeAct”).As such,weare exempt from certain provi

305、sions applicable to United States domestic publiccompanies.For example:we are not required to provide as many Exchange Act reports,or asfrequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our homecountrys requirements,which are less rigorous than the

306、rulesthat applyto domestic public companies;we are not required to provide the same level of disclosure on certainissues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventingissuers from making selective disclosures of material information;we are not requi

307、red to comply with the sections of the Exchange Actregulating the solicitation of proxies,consents,or authorizations inrespect of a security registered under the ExchangeAct;andwe are not required to comply with Section 16 of the Exchange Actrequiring insiders to file public reports of their share o

308、wnership andtrading activities and establishing insider liability for profits realizedfrom any“short-swing”trading transaction.15Table of ContentsTHE OFFERINGOrdinary Shares offered by us 2,000,000 Ordinary SharesPrice per Ordinary Share We currently estimate that the initial publicoffering price wi

309、ll be in the range of$4 to$6per Ordinary Share.Ordinary Shares outstandingprior to completion of thisoffering 12,500,000 Ordinary SharesOrdinary Shares outstandingimmediately after thisoffering 14,500,000 Ordinary Shares assuming no exerciseof the underwriters over-allotment option14,800,000 Ordinar

310、y Shares assuming full exerciseof the underwriters over-allotment optionListing We have applied to have our Ordinary Shareslisted on Nasdaq.At this time,Nasdaq has notyet approved our application to list our OrdinaryShares.The closing of this offering isconditioned upon Nasdaqs final approval of our

311、listing application,and there is no guarantee orassurance that our Ordinary Shares will beapproved for listing on Nasdaq.Ticker symbol“INLF”Transfer Agent Transhare CorporationOver-allotment Option We have granted to the underwriters an option,exercisable within 45days from the date of thisprospectu

312、s,to purchase up to an aggregate of 15%additional Ordinary Shares sold in this offering,solely to cover over-allotments,if any,at theinitial public offering price less theunderwriting discounts.Use of proceeds We intend to use approximately 33%of theproceeds from this offering for the constructionof

313、 our 5G digital intelligent equipmentproduction base,approximately 25%of theproceeds from this offering for establishing 24local marketing and service offices within thePRC,approximately 17%of the proceeds from thisoffering for the construction of an industrialrobot and automation application techno

314、logyresearch and development center,andapproximately 25%of the proceeds as workingcapital.See“Use of Proceeds”on page47 formore information.16Table of ContentsLock-up We have agreed that,without the prior writtenconsent of the Representative,we will not,during the engagement period of theRepresentat

315、ive and additionally for a period ofsix months after the date of the prospectus,(i)offer,pledge,sell,contract to sell,sellany option or contract to purchase,purchase anyoption or contract to sell,grant any option,right,or warrant to purchase,lend,or otherwisetransfer or dispose of,directly or indire

316、ctly,any of our Ordinary Shares or any securities thatare convertible into or exercisable orexchangeable for our Ordinary Shares,(ii)fileor cause to be filed any registration statementwith the SEC relating to the offering of anyOrdinary Shares or any securities convertibleinto or exercisable or exch

317、angeable for OrdinaryShares,or(iii)complete any offering of ourdebt securities,other than entering into a lineof credit with a traditional bank,or(iv)enterinto any swap or other arrangement that transfersto another,in whole or in part,any of theeconomic consequences of ownership of our capitalshares

318、,whether any such transaction described inclause(i),(ii),(iii),or(iv)above is to besettled by delivery of shares of our Company orsuch other securities,in cash or otherwise.Furthermore,all of our directors and officersand our principal shareholders(5%or moreshareholders)as of the date of the prospec

319、tushave agreed with the underwriters,subject tocertain exceptions,not to offer,pledge,sell,contract to sell,sell any option or contract topurchase,purchase any option or contract tosell,grant any option,right or warrant topurchase,lend or otherwise transfer,or disposeof,directly or indirectly,any of

320、 our OrdinaryShares or securities convertible into orexercisable or exchangeable for our OrdinaryShares for a period of sixmonths after the dateof this prospectus.See“UnderwritingLock-up Agreements”for more information.Risk factors The Ordinary Shares offered hereby involve a highdegree of risk.You

321、should read“Risk Factors,”beginning on page18 for a discussion of factorsto consider before deciding to invest in ourOrdinary Shares.17Table of ContentsRISK FACTORSAn investment in our Ordinary Shares involves a high degree of risk.Before decidingwhether to invest in our Ordinary Shares,you should c

322、onsider carefully the risksdescribed below,together with all of the other information set forth in thisprospectus,including the section titled“Managements Discussion and Analysis ofFinancial Condition and Results of Operations”and our consolidated financialstatements and related notes.If any of thes

323、e risks actually occurs,our business,financial condition,results of operations,or cash flow could be materially andadversely affected,which could cause the trading price of our Ordinary Shares todecline,resulting in a loss of all or part of your investment.The risks describedbelow and discussed in o

324、ther parts of this prospectus are not the only ones that weface.Additional risks not presently known to us or that we currently deem immaterialmay also affect our business.You should only consider investing in our OrdinaryShares if you can bear the risk of loss of your entire investment.Risks Relati

325、ng to Doing Business in the PRCIn addition to the required filing procedures of the CSRC pursuant to theTrial Measures,approvals,filings,or other procedures of the CSRC orother PRC regulatory authorities may be required in connection with thisoffering under PRC laws,regulations,and rules.On July 6,2

326、021,the General Office of the State Council,together with anotherregulatory authority,jointly promulgated the Opinions on Strictly Combating IllegalSecurities Activities in Accordance with the Law,which call for,among others,enhanced administration and supervision of overseas-listed China-based comp

327、anies,proposes to revise the relevant regulation governing the overseas issuance andlisting of shares by such companies,and clarifies the responsibilities of competentdomestic industry regulators and government authorities.On February 17,2023,the CSRC released the Trial Measures,and five supportingg

328、uidelines,which took effect on March31,2023.Pursuant to the Trial Measures,domestic companies that seek to list overseas,both directly and indirectly,shouldfulfill the filing procedure and report relevant information to the CSRC.Where adomestic company seeks to conduct indirect overseas offerings an

329、d listings,theissuer shall designate a major domestic operating entity.This entity shall act asthe domestic responsible entity and be responsible for filing with the CSRC.If adomestic company fails to complete the filing procedure or conceals any material factor falsifies any major content in its fi

330、ling documents,such domestic company may besubject to administrative penalties,such as an order to rectify,warnings,andfines,and its controlling shareholders,actual controllers,the person directly incharge,and other directly liable persons may also be subject to administrativepenalties,such as warni

331、ngs and fines.See“RegulationsPRC Laws and RegulationsRelating to Oversea Listing.”As advised by our PRC legal counsel,according to the relevant PRC laws andregulations as of the date of this prospectus,our offering will be deemed to be anindirect overseas listing by a domestic company by the CSRC.We

332、 have submitted thefiling application with the CSRC for this offering,as required by the TrialMeasures.On January 2,2024,we were advised by the CSRC that the Company hasfulfilled the filing procedures required pursuant to the Trial Measures.If the filing procedure with the CSRC under the Trial Measu

333、res is required for anyfuture offerings or any other capital raising activities,it is uncertain whether itwould be possible for us to complete the filing,or how long it will take us to doso.Failure to complete the required filing may result in an investigation by therelevant authorities,as well as fines or penalties,and could lead to an orderprohibiting us from conducting an offering.These risks h