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1、F-1 1 ea0204509-f1_guibinshe.htm REGISTRATION STATEMENTAs filed with the Securities and Exchange Commission on May 29,2024Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 GUI BIN SHE INTERNATIONAL HO

2、LDING GROUP(Exact name of Registrant as specified in its charter)Cayman Islands 7011 Not Applicable(State or other jurisdiction of(Primary Standard Industrial(I.R.S.Employerincorporation or organization)Classification Code Number)Identification Number)SUITE 2805,BLDG A,UNION PLAZA,5022 BINHE AVENUE,

3、FUTIAN DISTRICT,SHENZHEN,GUANGDONG PROVINCE,CHINATEL:+(86)15989588546(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Copies to:Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective da

4、te of thisRegistration Statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to

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

6、following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listthe Securities Act registratio

7、n statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of1933.Emerging growth company If an emerging growth company that prepares its financial s

8、tatements in accordance with U.S.GAAP,indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The Registrant hereby amends this regis

9、tration statement on such date or dates as may be necessary to delay its effective date untilthe Registrant shall file a further amendment which specifically states that this registration statement shall thereafter becomeeffective in accordance with Section 8(a)of the Securities Act,as amended,or un

10、til the registration statement shall becomeeffective on such date as the Securities and Exchange Commission,acting pursuant to said Section 8(a)may determine.The information in this preliminary prospectus is not complete and may be changed.We may not sell these securities until theregistration state

11、ment filed with the Securities and Exchange Commission is effective.This preliminary prospectus is not an offerto sell these securities,and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.PRELIMINARY PROSPECTUS(Subject to Completion)Dated Ma

12、y 29,2024.PRELIMINARY PROSPECTUS ORDINARY SHARES We are offering ordinary shares.This is the initial public offering of ordinary shares of .The offering price of ourordinary shares in this offering is expected to be$per share.Prior to this offering,there has been no public market for our ordinarysha

13、res.We have applied to list our ordinary shares on the Nasdaq Capital Market under the symbol“GBS”.There is no assurance that suchapplication will be approved,and if our application is not approved,this offering may not be completed.Investing in our ordinary shares involves a high degree of risk.Bef

14、ore buying any shares,you should carefully read thediscussion of material risks of investing in our ordinary shares in“Risk Factors”.We are an“emerging growth company”as defined under the federal securities laws and,as such,will be subject to reduced publiccompany reporting requirements.See“Prospect

15、us SummaryImplications of Being an Emerging Growth Company”foradditional information.Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus.Any representation to the contra

16、ry is a criminaloffense.We are a holding company incorporated in the Cayman Islands as a holding company.The Ordinary Shares offered in thisprospectus are shares of the Cayman Islands holding company.For a description of our corporate structure,see“Corporate Historyand Structure.”See also“Risk Facto

17、rs Risks Relating to Our Corporate Structure.”PERSHARE TOTAL Initial public offering price$Underwriting discounts and commissions(1)$Proceeds,before expenses,to us$(1)Does not include accountable and non-accountable expense allowance payable to underwriters.Please see the section of thisprospectus e

18、ntitled“Underwriting”for additional information regarding underwriter compensation.We expect our total cash expenses for this offering(including cash expenses payable to our underwriters for their out-of-pocketexpenses)to be approximately$,exclusive of the above commissions.In addition,we will pay a

19、dditional items of value inconnection with this offering that are viewed by the Financial Industry Regulatory Authority,or FINRA,as underwritingcompensation.These payments will further reduce proceeds available to us before expenses.See“Underwriting.”Neither we nor any of the underwriters have autho

20、rized anyone to provide any information or to make any representations otherthan those contained in this prospectus or in any free writing prospectuses we have prepared.Neither we nor any of theunderwriters take responsibility for,and can provide no assurance as to the reliability of,any other infor

21、mation that others maygive you.This prospectus is an offer to sell only the shares offered hereby,but only under circumstances and in jurisdictions whereit is lawful to do so.The information contained in this prospectus is current only as of its date,regardless of the time of delivery ofthis prospec

22、tus or of any sale of our common stock.For investors outside the United States:Neither we nor any of the underwriters have done anything that would permit this offeringor possession or distribution of this prospectus in any jurisdiction where action for that purpose is required,other than in theUnit

23、ed States.Persons outside the United States who come into possession of this prospectus must inform themselves about,andobserve any restrictions relating to,the offering of the shares of our common stock and the distribution of this prospectus outsidethe United States.Neither the Securities and Exch

24、ange Commission nor any state securities commission nor any other regulatory body has approvedor disapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is acriminal offense.TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiINTERNATIONAL

25、 FINANCIAL REPORTING STANDARDSiiMARKET AND INDUSTRY DATAiiTRADEMARKSiiiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1THE OFFERING9RISK FACTORS10INDUSTRY AND MARKET DATA24USE OF PROCEEDS25DIVIDEND POLICY26CAPITALIZATION27DILUTION28CORPORATE HISTORY AND STRUCTURE29MANAGEMENTS

26、DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS30BUSINESS34MANAGEMENT45PRINCIPAL SHAREHOLDERS48DESCRIPTION OF SHARE CAPITAL49SHARES ELIGIBLE FOR FUTURE SALE56TAXATION57UNDERWRITING60WHERE YOU CAN FIND ADDITIONAL INFORMATION62 i About This Prospectus This prospectus is part of

27、 a registration statement on Form F-1 that we filed with the Securities and Exchange Commission(the“SEC”).As permitted by the rules and regulations of the SEC,the registration statement filed by us includes additional informationnot contained in this prospectus.You may read the registration statemen

28、t and the other reports we file with the SEC at the SECswebsite described below under the heading“Where You Can Find More Information”.The information contained in this prospectus is accurate as of the date on the front of this prospectus only,regardless of the time ofdelivery of this prospectus or

29、of any sale of our Common Shares.Our business,financial condition,results of operations andprospects may have changed since that date.This prospectus contains summaries of certain provisions contained in some of the documents described herein,but reference ismade to the actual documents for complete

30、 information.In this prospectus,unless the context otherwise requires:references to“Common Shares”or“our shares”refer to common shares of GUI BIN SHE INTERNATIONAL HOLDINGGROUP;references to the“Company,”“we,”“us,”“our”and“GBS”refer to GUI BIN SHE INTERNATIONAL HOLDING GROUP;references to“dollars,”“

31、U.S.dollars,”“USD,”“$,”and“US$”are to United States Dollars;“U.S.GAAP”refers to generally accepted accounting principles in the United States;references to the“SEC”are to the United States Securities and Exchange Commission.Market data and certain industry data and forecasts used in,or incorporated

32、by reference in,this prospectus were obtained fromsources we believe to be reliable,including market research databases,publicly available information,reports of governmentalagencies and industry publications and surveys.We have relied on certain data from third-party sources,including internal surv

33、eys,industry forecasts and market research,which we believe to be reliable based on our managements knowledge of the industry.Forecasts are particularly likely to be inaccurate,especially over long periods of time.In addition,we do not necessarily knowwhat assumptions regarding general economic grow

34、th were used in preparing the third-party forecasts we cite.Statements as to ourmarket position are based on the most currently available data.While we are not aware of any misstatements regarding the industrydata presented in this prospectus,our estimates involve risks and uncertainties and are sub

35、ject to change based on various factors,including those discussed under the heading“Risk Factors”in this prospectus.Our historical results do not necessarily indicate ourexpected results for any future periods.Certain figures included in this prospectus have been subject to rounding adjustments.Acco

36、rdingly,figures shown as totals incertain tables may not be an arithmetic aggregation of the figures that precede them.We have obtained the statistical data,market data and other industry data and forecasts used in this prospectus and in our SECfilings incorporated herein by reference from publicly

37、available information.We have not sought the consent of the sources to referto the publicly available reports in this prospectus.INTERNATIONAL FINANCIAL REPORTING STANDARDS Our financial statements are prepared in accordance with the International Financial Reporting Standards as issued by theIntern

38、ational Accounting Standards Board.Our fiscal year ends on December 31 of each year as does our reporting year.We have made rounding adjustments to some of the figures included in this prospectus.Accordingly,numerical figures shown astotals in some tables may not be an arithmetic aggregation of the

39、figures that precede them.MARKET AND INDUSTRY DATA This prospectus contains references to industry market data and certain industry forecasts.Industry market data and industryforecasts are obtained from publicly available information and industry publications.Industry publications generally state th

40、at theinformation contained therein has been obtained from sources believed to be reliable,but that the accuracy and completeness ofthat information is not guaranteed.Although we believe industry information to be accurate,it is not independently verified by us.Some data is also based on our good fa

41、ith estimates,which are derived from our review of internal surveys or data,as well as theindependent sources referenced above.Assumptions and estimates of our and our industrys future performance are necessarilysubject to a high degree of uncertainty and risk due to a variety of factors,including t

42、hose described in“Risk Factors.”These andother factors could cause future performance to differ materially from our assumptions and estimates.See“Cautionary NoteRegarding Forward-Looking Statements.”ii TRADEMARKS We own or have rights to various trademarks,service marks and trade names that we use i

43、n connection with the operation of ourbusiness.This prospectus also contains additional trademarks,trade names and service marks belonging to other companies.Solelyfor convenience,trademarks,trade names and service marks referred to in this prospectus may appear without the,or SMsymbols,but such ref

44、erences are not intended to indicate,in any way,that we will not assert,to the fullest extent under applicablelaw,our rights or the right of the applicable licensor to these trademarks,trade names and service marks.We do not intend our useor display of other parties trademarks,trade names or service

45、 marks to imply,and such use or display should not be construed toimply,a relationship with,or endorsement or sponsorship of us by,these other parties.SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Various statements contained in this prospectus,including those that express a belief,expectation o

46、r intention,as well as those thatare not statements of historical fact,are forward-looking statements.These forward-looking statements may include projectionsand estimates concerning our possible or assumed future results of operations,financial condition,business strategies and plans,market opportu

47、nity,competitive position,industry environment,and potential growth opportunities.In some cases,you canidentify forward-looking statements by terms such as“may”,“might”,“will”,“should”,“believe”,“expect”,“could”,“would”,“intend”,“plan”,“anticipate”,“estimate”,“continue”,“predict”,“project”,“potentia

48、l”,“target,”“goal”or other words that conveythe uncertainty of future events or outcomes.You can also identify forward-looking statements by discussions of strategy,plans orintentions.We have based these forward-looking statements on our current expectations and assumptions about future events.While

49、 our management considers these expectations and assumptions to be reasonable,because forward-looking statements relateto matters that have not yet occurred,they are inherently subject to significant business,competitive,economic,regulatory andother risks,contingencies and uncertainties,most of whic

50、h are difficult to predict and many of which are beyond our control.Theseand other important factors,including,among others,those discussed in this prospectus under the headings“Risk Factors”,“Managements Discussion and Analysis of Financial Condition and Results of Operations”and“Business”,may caus

51、e our actualresults,performance or achievements to differ materially from any future results,performance or achievements expressed orimplied by the forward-looking statements in this prospectus,including among other things:our future financial performance,including our expectations regarding our rev

52、enue,cost of revenue,operating expenses,including capital expenditures related to asset-intensive offerings,our ability to determine reserves and our ability to achieveand maintain future profitability;our ability to develop and market new products;the continued market acceptance of our products;exp

53、osure to product liability claims and actions;risks associated with product recalls;the sufficiency of our cash,cash equivalents and investments to meet our liquidity needs;our ability to manage operations-related risk;our expectations and management of future growth;our expectations concerning rela

54、tionships with third parties;the impact of COVID-19 on the Company;our ability to maintain,protect and enhance our intellectual property;our ability to successfully acquire and integrate companies and assets;the increased expenses associated with being a public company;exposure to product liability

55、and defect claims;protection of our intellectual property rights;damage to our reputation due to negative publicity;changes in the laws that affect our operations;inflation and fluctuations in foreign currency exchange rates;our ability to obtain all necessary government support;iii certifications,a

56、pprovals,and/or licenses to conduct our business;continued development of a public trading market for our securities;the cost of complying with current and future governmental regulations and the impact of any changes in the regulations onour operations;risks associated with expansion into new juris

57、dictions;managing our growth effectively;fluctuations in operating results;emerging market risks;global economy risks;our ability to maintain and enhance our market position;our ability to obtain and maintain adequate insurance coverage;our ability to identify and integrate strategic acquisitions,in

58、vestments and partnerships and to manage our growth;dependence on our senior management and key employees;our ability to maintain the listing of our securities on Nasdaq;our ability to continue to develop new technologies and/or upgrade our existing technologies;and other factors set forth under“Ris

59、k Factors.”We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus.You should not rely upon forward-looking statements as predictions of future events.We have based the forward-lookingstatements contained in this prospectus primarily on ou

60、r current expectations and projections about future events and trends thatwe believe may affect our business,financial condition,results of operations and prospects.The outcome of the events described inthese forward-looking statements is subject to risks,uncertainties and other factors,including th

61、ose described in the section titled“Risk Factors”and elsewhere in this prospectus.Moreover,we operate in a very competitive and rapidly changing environment.New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that couldhave an imp

62、act on the forward-looking statements contained in this prospectus.We cannot assure you that the results,events andcircumstances reflected in the forward-looking statements will be achieved or occur,and actual results,events or circumstancescould differ materially from those described in the forward

63、-looking statements.These and other factors are more fully discussed in the“Risk Factors”,“Managements Discussion and Analysis of FinancialCondition and Results of Operations”and“Business”sections and elsewhere in this prospectus.These risks could cause actualresults to differ materially from those

64、implied by the forward-looking statements contained in this prospectus.All forward-looking statements included herein attributable to us or any person acting on our behalf are expressly qualified in theirentirety by the cautionary statements contained or referred to in this section.Any forward-looki

65、ng statement that we make in thisprospectus speaks only as of the date of this prospectus.Except as required by applicable law,we do not undertake any obligationto update or revise,or to publicly announce any update or revision to,any of the forward-looking statements in this prospectus,whether as a

66、 result of new information,future events or otherwise,after the date of this prospectus.iv PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus that we consider important.This summarydoes not contain all of the information you should consider before

67、investing in our Common Shares.You should read thissummary together with the entire prospectus,including the risks related to our business,our industry,investing in our CommonShares and our location in British that we describe under“Risk Factors”and our consolidated financial statements and therelat

68、ed notes before making an investment in our securities.Our Mission GBS is a new French-style affordable luxury chain brand,taking pride in aesthetics-based designs and services,and having“affordable luxury economic aesthetics”as our business philosophy.GBS has won the platinum award of Chinese and f

69、oreignhotels and is one of the most influential brands of hospitality operation and management.Adhering to modern French-tyledesigns and services,GBS is dedicated to furnishing travel-worn customers with exquisite,comfortable,and relaxingaccommodations.Among others,our services feature special laund

70、ry assistance by designated attendants and Chinese andFrench wholesome meals.As an affordable luxury economic hotel,we aim to provide artistically-designed rooms and excellentservices at reasonable price,satisfying more customers with ever more pleasant guest experience.As a socially responsible ent

71、erprise,GBS will actively fulfill its corporate social responsibility,focus on employee welfare andcommunity development,and contribute to the prosperity of the local economy and social progress.We firmly believe that withthe joint efforts of all employees,GBS will usher in a more brilliant future.O

72、verview of Our Company Founded in 2016,Shenzhen GBS Hotel Group is headquartered in Futian CBD,Shenzhen,featuring a compendious Frenchstyle created by a renowned brand designing company.GBS is positioned as a French-style medium-and-high-end businesshotel chain,providing customers with healthy,safe,

73、comfortable,and environmentally friendly accommodations.By providingunique VIP services and first-class ambiance,we strive to create a affordable luxury travel experience for customers,and arecommitted to forging a national brand model.To date,GBS has direct investment in 20 operating hotels in Fuji

74、an,Guangdong,Hunan,Guizhou and other provinces.Nearly 10 additional hotels across the country are also in preparation.Our core competitiveness lies in the combination of“ultimate product and ultimate service”and“digital marketing and digitaloperation”,which enables our franchisees to enjoy low costs

75、,high OCC and high returns,well-known across the hospitalityindustry and appealing to many hotel investors.The Industry(1)Industry analysis I.Market Potential and Growth Trend The mid-to-high-end hotel sector shows great potential in China.With the upgrading of consumption,the rising of income level

76、and the increasing of business travels,consumers demand for accommodation services points more toward quality andcustomization,which has fueled the continuous growth of the mid-to-high-end hotel market.II.Social Environment Before the COVID-19 pandemic,business travel expenditures in China showed a

77、steady growth year on year.Although therewas a brief decline due to the pandemic,it recovered quickly,indicating the markets strong resilience and demand base.Withthe advent of the era of tourism,not only are business tours climbing,traveling for leisure and vacation is also booming,whichhas prompte

78、d more mid-to-high-end hotel brands to expand their layout to meet diversified market demands.III.Industrial Competition Landscape As of 2021,the top three corporate groups in Chinas medium-level hotel industry remained relatively strong,but competitionwas fierce as ever,with new players emerging an

79、d various brands attracting customers by improving service quality,creatingunique products,and optimizing their operating models.IV.Policy and Economic Environment The support of national policies for the construction of tourist and supporting facilities provides favorable conditions for thegrowth o

80、f mid-to-high-end hotels.In the meantime,the booming business activities brought about by economic developmenthas also boosted the hotel industry.In terms of investment environment,investors are optimistic about the long-term value ofthe mid-to-high-end hotel sector,and investment in this sector is

81、expected to remain active.1 V.Change in Consumer Behaviors In choosing hotels,consumers pay more attention to service quality and guest experience,including sound facilities,luxuriousambiance,and one-stop services incorporating dining,living,entertainment,shopping and transportation”,which poses hig

82、herdemands for mid-to-high-end hotels to continue to innovate and improve service quality.VI.Technical Environment Emerging technologies such as artificial intelligence and big data are increasingly being used in hotel management andservices,thus effectively improving operation and management effici

83、ency and allowing a more personalized customerexperience.This is also an important means for mid-to-high-end hotels to maintain their competitiveness.To sum up,the mid-to-high-end chain hotel market is facing both opportunities and challenges.Against the background ofconsumption upgrading,technologi

84、cal innovation,market segmentation and industry consolidation,those brands capable ofprecise market-positioning,excellent service and efficient operation will have more competitive advantages.(2)Industry data I.Market size of the hospitality industry From the perspective of the overall hotel market,

85、according to a report by Research and Market,a market search institute,thatby 2028 Chinas hotel market is expected to reach 166.02 billion US dollars,a huge potential for growth.From the perspectiveof hotel types,economy hotels are close to saturation with close competition,while mid-to-high-end hot

86、els have entered agrowth period,witnessing their number and performance surpassing those of economy hotels.Our Products And Services Providing consultation services on hotel management,accommodation services,food services,branding,entrustedmanagement,location selection and construction preparation,w

87、e focus on the field of neo-French-style chain hotel brands andown such high-end names as“Garden Hotel”,“International Hotel”,“B&B Hotel”,“Hot Spring Hotel”and so forth.Our software and hardware products include:anti-bacterial mattresses(same type as used in Hilton five-star hotels),GBSintelligent s

88、ystem version 2.0,intelligent whole-room guest control systems,remote monitoring and energy consumptioncontrol(to reduce operating costs),robot room attendants,GBS cleaning system version 2.0 for air purification and ventilation,top brand intelligent cleaning and sterilization bathroom equipment,GBS

89、 version 2.0 intelligent disinfection and cleaningsystem,bathroom separation of dry and moist areas,carefully-chosen cotton fabrics and toiletries(same type and quality asused in five-star hotels).With regards to services,we have the industry-leading laundry service by designated attendants,Chinese

90、and Frenchwholesome meals,light fruit salads,tea and refreshments readily served upon guest arrival,porridge and free snacks for latehours,and a variety of free drinks.In addition,an ordinary employee has the rapid-response authority of up to 1,000 RMBYuan,so that customers can quickly receive their

91、 needed assistance for non-serious but unpleasant situations.Our business model GBS specializes in modern French-style affordable luxury hotel chain,and in line with the business model of“leasing plusfranchising”GBS provides franchisees with operational patterns,including hotel management,accommodat

92、ion services,catering services,branding,entrusted management,and early-stage site selection and construction preparation consultingservices,all with a view to forging the GBS brand image and generating steady and sustainable returns for hotels.We have a well-developed“total cost leading strategy”,wh

93、ich helps all investors to obtain sufficient profit margins.Weendeavor to implement this strategy in our daily operation to achieve the maximum returns possible for our investors.2 Our Competitive Strengths Our five-core competitive strengths are:1.time-tested supply chain structure,2.Synergetic gro

94、wth across multiple industries,3.Scientific and advanced management ideas and layered talent pool,4.Leading market strategy,5.Brand influence and social responsibility.Our Challenges 1.The services sectors are faced with the risk of labor force loss or change,the solution to which is to improve the

95、talenttraining and pooling system;2.In the post-COVID era,individual consumption is downscaling;3.Cash-flow-related risks of our directly-operated and self-funded projects;4.Accounts receivables are subject to default risks.What we do GBS is a new French-style affordable luxury chain brand,taking pr

96、ide in aesthetics-based designs and services,and having“affordable luxury economic aesthetics”as our business philosophy.GBS has won the platinum award of Chinese and foreignhotels and is one of the most influential brands of hospitality operation and management.Adhering to modern French-tyledesigns

97、 and services,GBS is dedicated to furnishing travel-worn customers with exquisite,comfortable,and relaxingaccommodations.Among others,our services feature special laundry assistance by designated attendants and Chinese andFrench wholesome meals.As a affordable luxury economic hotel,we aim to provide

98、 artistically-designed rooms and excellentservices at reasonable price,satisfying more customers with ever more pleasant guest experience.Our Corporate Structure Our company implements the general manager responsibility system under the leadership of the executive director,and theexecutive director

99、and the CEO coordinate the administrative and human resources department,the financial department,themineral industry Department and the financial and industry Department.The management team has the following core members to ensure that the company operates in compliance with the law andregulations,

100、while also ensuring the development of the business:Mr.Jinqi DAI as Chairman of the Board and PresidentMr.Hua LI as CEOMs.Xiaoping CHENG as CFOMr.Yuhan ZHAO as COO Company Organization Chart 3 Risk Factors Summary GBS is a new French-style affordable luxury hotel chain,dedicated to furnishing travel

101、-worn customers with exquisite,comfortable,and relaxing accommodations.As an affordable luxury economic hotel,we aim to provide artistically-designedrooms and excellent services at reasonable prices,satisfying more customers with ever more pleasant guest experiences.Thefactors affecting its operatio

102、n can be roughly divided into the uncertainty of future development of the hospitality industry andthe risks inherent in the hospitality industry.(1)Uncertainty of Future Development of the Hospitality Industry The hospitality industry,particularly the operation of hotels is a relatively mature indu

103、stry,and the uncertainty of its futuredevelopment is primarily reflected in market risks,financial risks,management risks,policy risks,and so forth.Policy risksrefer to the uncertainty and impact on hotel operations due to changes in government policies,such as those governing realestate,taxation,to

104、urism,public health etc.I.Tax policy:Tax policy is a crucial factor affecting the operating costs and profits of hotels.If the government introduces a tax policy that isnot conducive to the hotel industry(e.g.,increasing business tax,value-added tax,etc.),hotel operations will be heavilyburdened.II.

105、Real estate policy:Real estate policy has a great impact on the hotel industry.For instance,the governments regulation policy on the real estatemarket will curtail the land supply for hotels,thereby impacting their operation.III.Tourism policy:Tourism policy has a great effect on the hotel industry.

106、For instance,the governments management and regulation policies onthe tourism market(e.g.,restricting the number of tourists and increasing the ticket price of tourist attractions)will affect theoperation of hotels.IV.Financial policy:The financial policy also has a substantial bearing on the hotel

107、industry,such as the governments regulation of bank creditpolicy,which will impact the financing sources and financing costs for hotel construction and operation.V.Government actions:Government actions may have a direct effect on the hotel industry.For example,the governments approval and supervisio

108、n ofthe hotel industry will affect the operation of hotels.Therefore,hotel operators will follow attentively policy changes and adjust business strategies accordingly in a timely manner,so as to cushion the impact of policy risks on hotel business.VI.Competitive pressure:The tourism market becomes i

109、ncreasingly competitive,so is the hotel industry,particularly among high-end hotel brands.VII.Changes in consumer demand:With the rising of consumer requirements for hotel living experience,the improvement of peoples living standards and thechange of consumerism ideas,demands for the hotel industry

110、are also constantly altering.As a result,the hotel industry needsto keep adjusting its business strategy.4 (2)Risks Inherent in the Hospitality Industry I.Economic risks:The hotel industry is a consumer-oriented service industry,and its profitability is directly related to market demand,which willin

111、 turn be affected by various factors such as economic cycle and consumption power.So,the hotel industry has relatively higheconomic risks.II.Market competitiveness:With the development of global tourism,the hotel market is becoming increasingly competitive.Any hotel must facecompetition not only fro

112、m local market,but also globally.III.Regional policy:The operation and development of hotels are closely related to regional policies,and any change in such policies may affect thehotel business.IV.Environmental risks:The hotel industry is susceptible to the environmental risks,such as climate chang

113、e and natural disasters.V.Labor force:The hotel industry depends on a large labor force,and human resources are mobile.Staff turnover and increase of training ofcosts may impact hotel business.VI.Supply chain:Hotels rely on a large number of suppliers,for food,room supplies,etc.,and any problem in t

114、he supply chain may stall a hotelsoperation.VII.Brand:Brand risk is a critical risk for a hotel as its brand awareness directly bears upon its market position and competitiveness.Estimated preliminary and selected financial results(Unaudited)Trademarks The trademarks of GBS registered in the Peoples

115、 Republic of China are shown in Figures I through VI below.(1)Lux Cabins,registration date July 7,2019,registration number 34224062,international classification 43,trademark statusregistered.Figure (2)Lux Cabins,registration on June 28,2019,registration number 34215140,international classification 3

116、5,trademark statusregistered.5 Figure I(3)Lux Cabins,registration on July 7,2019,registration number 34218279,international classification 36,trademark statusregistered.Figure II(4)GUI BIN SHE JIU DIAN(in Chinese characters),registration date June 21,2019,registration number 34224040,international c

117、lassification 36,trademark status registered.Figure V(5)GUI BIN SHE JIU DIAN(in Chinese characters),registration on June 21,2019,registration number 34202529,international classification 35,trademark status registered.Figure VI In addition to trademarks,we also involve some intellectual property iss

118、ues in the process of operation.The most likelyintellectual property types involved are as follows:(1)Patent of invention.If the company has a unique technological innovation in the development and processing of the miningindustry,it can apply for an invention patent to protect its exclusive rights

119、in this field.The invention patent is aimed at the realtechnological innovation,requiring“novelty”,“creativity”and“practicality”.(2)Patent for utility models.In addition to invention patents,companies can also apply for utility model patents to protect thenew structure,shape,or combination of produc

120、ts.Compared with invention patents,utility model patents have lowerrequirements,focusing on product design and functional innovation.For example,the company can apply for utility modelpatent for the appearance design and structure of mineral products,so as to gain an advantage in the market competit

121、ion.6 (3)Trademark.A trademark is a symbol used to divide the source of a product or service,which can be text,patterns,graphics,colors,etc.Companies can use unique trademarks for the minerals they process so that consumers can identify and identify thecompanys products.The registration of a tradema

122、rk may provide legal protection against the unauthorized use of the same orsimilar trademark by others.(4)Copyright.Mining or processing machinery may involve the creation of software programs,algorithms,interface designand other aspects.These creations can be protected by copyright law.After the de

123、velopment of the software,the company canregister the source code and related documents to ensure the exclusive rights and interests in these creations.(5)Industrial design patents.The design of machinery for mining or processing can also be protected by industrial designpatents to ensure that other

124、 companies do not copy the appearance of the product.Industrial design patents mainly focus on theappearance and shape of the product,and ensure that the company has a competitive advantage in the market through patentprotection.Implications of Being an Emerging Growth Company(applicability of whole

125、 section to be verified)Implications of Our Being an“Emerging Growth Company”On September 9,2022,the SEC adopted inflation adjustments mandated by the Jumpstart Our Business Startups Act of 2012(the“JOBS Act”).As a result,an“emerging growth company”will lose its emerging growth company status on the

126、 last day ofthe fiscal year in which it has$1.235 billion or more in total.As a company with less than$1.235 billion in revenue during ourlast fiscal year,we qualify as an“emerging growth company”as defined in the JOBS Act.“An“emerging growth company”may take advantage of reduced reporting requireme

127、nts that are otherwise applicable to larger public companies.In particular,asan emerging growth company,we:may present only two years of audited financial statements and only two years of related Managements Discussion andAnalysis of Financial Condition and Results of Operations;are not required to

128、provide a detailed narrative disclosure discussing our compensation principles,objectives and elementsand analyzing how those elements fit with our principles and objectives,which is commonly referred to as“compensationdiscussion and analysis”;are not required to obtain an attestation and report fro

129、m our auditors on our managements assessment of our internalcontrol over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or goldenparachute arrangements(commonly referred to as the“s

130、ay-on-pay,”“say-on frequency”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEOpay ratio disclosure;are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting

131、 standards under 107of the JOBS Act;and will not be required to conduct an evaluation of our internal control over financial reporting until our second annual reporton Form 20-F following the effectiveness of our initial public offering.We intend to take advantage of all of these reduced reporting r

132、equirements and exemptions,including the longer phase-inperiods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act.Our election to use thephase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies ando

133、ther emerging growth companies that have opted out of the phase-in periods under 107 of the JOBS Act.Under the JOBS Act,we may take advantage of the above-described reduced reporting requirements and exemptions until weno longer meet the definition of an emerging growth company.The JOBS Act provides

134、 that we would cease to be an“emerginggrowth company”at the end of the fiscal year in which the fifth anniversary of our initial sale of common equity pursuant to aregistration statement declared effective under the Securities Act of 1933,as amended(the“Securities Act”)occurred,if wehave more than$1

135、.235 billion in annual revenue,have more than$700 million in market value of our Class A Ordinary Shareheld by non-affiliates,or issue more than$1 billion in principal amount of non-convertible debt over a three-year period.7 Foreign Private Issuer Status(applicability of whole section to be verifie

136、d)We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934,as amended(the“Exchange Act”).As such,we are exempt from certain provisions applicable to United States domestic public companies.Forexample:We are not required to provide as many Exchange Act

137、 reports,or as frequently,as a domestic public company;For interim reporting,we are permitted to comply solely with our home country requirements,which are less rigorous thanthe rules that apply to domestic public companies;We are not required to provide the same level of disclosure on certain issue

138、s,such as executive compensation;We are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of materialinformation;We are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents,orauthorizations in

139、 respect of a security registered under the Exchange Act;and We are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their shareownership and trading activities and establishing insider liability for profits realized from any“short-swing”trading

140、transaction.Implications of Being a Controlled Company(applicability of whole section to be verified)Controlled companies are exempt from the majority of independent director requirements.Controlled companies are subject toan exemption from Nasdaq standards requiring that the board of a listed compa

141、ny consist of a majority of independent directorswithin one year of the listing date.Public Companies that qualify as a“Controlled Company”with securities listed on the Nasdaq Stock Market(Nasdaq),mustcomply with the exchanges continued listing standards to maintain their listings.Nasdaq has adopted

142、 qualitative listingstandards.Companies that do not comply with these corporate governance requirements may lose their listing status.Under theNasdaq rules,a“controlled company”is a company with more than 50%of its voting power held by a single person,entity orgroup.Under Nasdaq rules,a controlled c

143、ompany is exempt from certain corporate governance requirements including:The requirement that a majority of the board of directors consist of independent directors;The requirement that a listed company have a nominating and governance committee that is composed entirely ofindependent directors with

144、 a written charter addressing the committees purpose and responsibilities;The requirement that a listed company have a compensation committee that is composed entirely of independent directorswith a written charter addressing the committees purpose and responsibilities;and The requirement for an ann

145、ual performance evaluation of the nominating and governance committee and compensationcommittee.Controlled companies must still comply with the exchanges other corporate governance standards.These include having anaudit committee and the special meetings of independent or non-management directors.Ou

146、r Corporate Information Our principal executive offices are located at Suite 2805,Bldg A,Union Plaza,5022 Binhe Avenue,Futian District,Shenzhen,Guangdong Province,China 8 THE OFFERING Issuer GUI BIN SHE INTERNATIONAL HOLDING GROUP Securities Being Offered Ordinary Shares,par value US$per share Offer

147、ing Price We expect that the initial public offering price will be US$per OrdinaryShare.Ordinary Shares OutstandingImmediately Before ThisOffering Ordinary Shares Ordinary Shares OutstandingImmediately After This Offering Ordinary Shares(or Ordinary Shares if the underwriters exercise theiroption to

148、 purchase additional Ordinary Shares in full).Voting Rights Each Ordinary Share is entitled to one vote.Use of Proceeds Enhancing GBS brand awareness Building Hotel Training Bases Constructing Distinctive Rehabilitation Centers Proposed Nasdaq TradingSymbol and Listing We plan to apply to list our O

149、rdinary Shares on the Nasdaq Capital Market underthe symbol“GBS”This offering is contingent upon us listing our Ordinary Shareson Nasdaq Capital Market or another national exchange.No assurance can be giventhat such listing will be approved or that a liquid trading market will develop forour Ordinar

150、y Shares.Lock-up Our directors,executive officers,and shareholder who own 5%or more of theoutstanding Ordinary Shares intended agreed with the underwriters not to offer forsale,issue,sell,contract to sell,pledge or otherwise dispose of any of our OrdinaryShares or securities convertible into Ordinar

151、y Shares for a period of 6 monthscommencing on the date of this prospectus.The Company is also prohibited fromconducting offerings during this period and from re-pricing or changing the termsof existing options and warrants.See“Underwriting”for additional information.Risk factors See“Risk Factors”fo

152、r a discussion of risks you should carefully consider beforeinvesting in our Ordinary Shares.Transfer Agent Payment and settlement 9 RISK FACTORS An investment in our Ordinary Shares involves a high degree of risk.Before deciding whether to invest in our Ordinary Shares,you should consider carefully

153、 the risks described below,together with all of the other information set forth in this prospectus,including the section titled“Managements Discussion and Analysis of Financial Condition and Results of Operations”and ourconsolidated financial statements and related notes.If any of these risks actual

154、ly occur,our business,financial condition,results ofoperations or cash flow could be materially and adversely 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 described below and in the documents referenced

155、above arenot the only ones that we face.Additional risks not presently known to us or that we currently deem immaterial may also affect ourbusiness.You should only consider investing in our Ordinary Shares if you can bear the risk of loss of your entire investment.Risks Related to Our Business We ha

156、ve grown rapidly in recent years and have limited experience operating at our current scale of operations.If we areunable to manage our growth effectively,our brand,company culture and financial results may suffer.We have grown rapidly in the past year and our recent growth rates and financial resul

157、ts should not be considered indicators of ourfuture performance.In order to effectively manage our growth,we must among other thing continue to expand our sales andmarketing and upgrade our management information systems.Our continued growth has in the past and may in the future strainour existing r

158、esources and we may experience ongoing operational difficulties in managing our operations in numerousjurisdictions,including difficulties in recruiting,training and managing a dispersed and growing employee base.Failure to expandand maintain our companys operational capacity through growth may harm

159、 our future success,including our ability to retain andrecruit personnel and to effectively focus on and pursue our corporate goals.Hospitality industry is evolving rapidly and may not evolve as we expect.Even if our net sales continue to grow,our net salesgrowth rate may decline in the future due t

160、o a variety of factors,including macroeconomic factors,changes in supply and supplychain,changes in consumer preferences,increased competition and the maturation of our business.Accordingly,you should notrely on our net sales growth rates for any prior period as an indicator of our future performanc

161、e.Our overall growth in net saleswill depend on many factors,including our ability to:1)Price our products and services effectively so that we can attract new customers and expand our relationships with existingcustomers.2)Accurately forecast our net sales and plan our operating expenses.3)Compete s

162、uccessfully with other companies that are or may be entering our competitive market in the future and respond todevelopments in those competitors,such as pricing changes and the introduction of new products and services.4)Complying with existing and new laws and regulations that apply to our busines

163、s.5)Successfully expanding into existing markets and entering new markets,including new geographic areas and categories.6)Successfully introducing new services and their features,including in response to new trends or competitive dynamics orcustomer needs or preferences.7)Successfully identifying an

164、d acquiring or investing in businesses,products or technologies that we believe will complement orexpand our business.8)Avoiding disruptions or interruptions in the procurement of customers and provision of our services.9)Providing quality support to our customers that meets their needs.10)Hiring,in

165、tegrating and retaining talented sales,customer service and other personnel.11)Effectively managing the growth of our business,personnel and operations.12)Effectively managing the costs associated with our business and operations.13)Maintaining and enhancing our reputation and brand value.Because of

166、 our limited history of operating our business at our current scale,it is difficult to assess our current operations andfuture prospects,including our ability to plan for and model future growth.Our limited operating experience at this scale,combined with the rapidly evolving nature of the markets i

167、n which we sell our products and services,the significant uncertaintyabout how these markets will develop and other economic factors beyond our control,reduces our ability to accurately forecastquarterly or annual revenues.Failure to effectively manage our future growth could adversely affect our bu

168、siness,financialcondition and results of operations.10 We have limited sources of working capital and will need substantial additional financing.The working capital required to implement our business strategy will most likely be provided by funds obtained through offeringsof our equity,debt,debt-lin

169、ked securities,and/or equity-linked securities,and revenues generated by us.No assurance can be giventhat we will have revenues sufficient to sustain and expand our operations or that we would be able to obtain equity/debt financingin the current economic environment.If we do not have sufficient wor

170、king capital and are unable to generate sufficient revenues orraise additional funds,we may delay the completion of or significantly reduce the scope of our current business plan;delay someof our development and clinical or marketing efforts;postpone the hiring of new personnel;or,under certain dire

171、 financialcircumstances,substantially curtail or cease our operations.We may need to engage in capital-raising transactions in the near future.Such financing transactions may well cause substantialdilution to our shareholders and could involve the issuance of securities with rights senior to the out

172、standing shares.Our ability tocomplete additional financings is dependent on,among other things,the state of the capital markets at the time of any proposedoffering,market reception of the Company and the likelihood of the success of its business model and offering terms.There is noassurance that we

173、 will be able to obtain any such additional capital through asset sales,equity or debt financing,or anycombination thereof,on satisfactory terms or at all.Additionally,no assurance can be given that any such financing,if obtained,will be adequate to meet our capital needs and to support our operatio

174、ns.If we do not obtain adequate capital on a timely basis andon satisfactory terms,our revenues and operations and the value of our Ordinary Shares and Ordinary Share equivalents would bematerially negatively impacted and we may cease our operations.We may not be able to prevent others from unauthor

175、ized use of our intellectual property,which could harm our businessand competitive position.We rely on a wide portfolio of intellectual property to operate our businesses and we may not be able to effectively protect theseintellectual property and proprietary rights against infringement,misappropria

176、tion or other violation,or efforts to safeguard ourintellectual property may be costly.We rely on a combination of trademark,copyright and trade secret protection laws in China and other jurisdictions,as well asconfidentiality procedures and contractual provisions,to protect our intellectual propert

177、y rights.We enter into confidentialityagreements with our employees and any third parties who may access our proprietary information,and we rigorously controlaccess to our technology and information.However,we cannot guarantee that we have entered into confidentiality agreements witheach party that

178、may have or have had access to our trade secrets or proprietary information.Such agreements may be breached bycounterparties,who may disclose our proprietary information,including our trade secrets,or claim ownership in intellectualproperty that we believe is owned by us,and there may not be adequat

179、e remedies available to us for any such breach.In addition,we do not enter into intellectual property assignment agreements in the ordinary course and rely on the intellectual property rightswe obtain from our employees by operation of law.The intellectual property rights we obtain by operation of l

180、aw may not extendto all intellectual property rights developed by our employees and contractors and individuals not subject to invention assignmentagreements may make adverse ownership claims to our current and future intellectual property rights.We therefore may notpossess ownership rights in all i

181、ntellectual property rights that we regard as our own or that are necessary for the conduct of ourbusiness.Intellectual property protection may not be sufficient in the regions in which we operate.Our trademarks or other intellectualproperty rights may be challenged by others through administrative

182、process or litigation,and our pending trademark applicationsmay not be allowed.In addition,policing any unauthorized use of our intellectual property is difficult,time-consuming and costly,and the steps we have taken may be inadequate to prevent the misappropriation of our intellectual property.In t

183、he event that weresort to litigation to enforce our intellectual property rights,such litigation could result in substantial costs and a diversion of ourmanagerial and financial resources.We can provide no assurance that we will prevail in such litigation and some courts in the U.S.and certain forei

184、gn jurisdictions are less willing or unwilling to protect trade secrets.Statutory laws and regulations in China aresubject to judicial interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutoryinterpretation.Confidentiality and non-compete agree

185、ments may be breached by counterparties,and there may not be adequateremedies available to us for any such breach.Accordingly,we may not be able to effectively protect our intellectual property rightsor the intellectual properties licensed from third parties,or to enforce our contractual rights in C

186、hina and other jurisdictions weoperate.In addition,our trade secrets may be leaked or otherwise become available to,or be independently discovered by,our competitors.If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third parties,wewould hav

187、e no right to prevent them from using that technology or information to compete with us.Any failure in protecting orenforcing our intellectual property rights could have a material adverse effect on our business,financial condition and results ofoperations.11 We may not be able to protect and enforc

188、e our trademarks and trade names,or build name recognition in our markets ofinterest thereby harming our competitive position.The registered or unregistered trademarks or trade names that we own may be challenged,infringed,circumvented,declaredgeneric,lapsed or determined to be infringing on or dilu

189、tive of other marks.We may not be able to protect our rights in thesetrademarks and trade names,which we need in order to build name recognition.In addition,third parties have filed,and may in thefuture file,for registration of trademarks similar or identical to our trademarks,thereby impeding our a

190、bility to build brand identityand possibly leading to market confusion.If they succeed in registering or developing common law rights in such trademarks,andif we are not successful in challenging such rights,we may not be able to use these trademarks to develop brand recognition of ourtechnologies,p

191、roducts or services.In addition,there could be potential trade name or trademark infringement claims brought byowners of other registered trademarks or trademarks that incorporate variations of our registered or unregistered trademarks ortrade names.Further,we may in the future enter into agreements

192、 with owners of such third-party trade names or trademarks toavoid potential trademark litigation which may limit our ability to use our trade names or trademarks in certain fields of business.If we fail to maintain an effective quality control system,our business could be materially and adversely a

193、ffected.We place great emphasis on the quality of our services and adhere to stringent quality control measures and have obtained qualitycontrol certifications for our hotels.To meet our customers requirements and expectations for the quality our services,we haveadopted a stringent quality control s

194、ystem to ensure that every step of the production process is strictly monitored and managed.Failure to maintain an effective quality control system or to obtain or renew our quality standards certifications may result in adecrease in demand for our services or cancellation or loss of our customers.M

195、oreover,our reputation could be impaired.As aresult,our business and results of operations could be materially and adversely affected.If we fail to manage our inventory effectively,our results of operations,financial condition and liquidity may be materiallyand adversely affected.Our business model

196、requires us to manage a large volume of inventory effectively.We depend on our demand forecasts for variouskinds of products to make purchase decisions and to manage our inventory.Demand for products,however,can changesignificantly between the time inventory is ordered and the date by which we targe

197、t to sell it.Demand may be affected byseasonality,new product launches,changes in product cycles and pricing,product defects,changes in consumer spending patterns,changes in consumer tastes with respect to our products and other factors.In addition,when we begin selling a new product,wemay not be ab

198、le to accurately forecast demand.The procurement of certain types of inventory may require significant lead timeand prepayment,and they may not be returnable.If we are unable to anticipate or respond to changes in customer preferences orfail to procure products that satisfy new customer preferences,

199、our results of operations,financial condition and liquidity could beadversely affected.Any lack of requisite approvals,licenses or permits applicable to our business operations may harm our business.We may not be able to obtain all the licenses and approvals that may be deemed necessary to operate a

200、ll of our hotels or to opennew hotels.Because we operate primarily in China,the relevant laws and regulations,as well as their interpretations,could bedifferent from the U.S.This can make it difficult to know which licenses and approvals are necessary,or the processes forobtaining them.For these sam

201、e reasons,we also cannot be certain that we will be able to maintain the licenses and approvals thatwe have previously obtained,or that once they expire we will be able to renew them.We cannot be sure that our interpretations ofthe rules and their exemptions have always been or will be consistent wi

202、th those of the local regulators.As we expand our businesses,we may be required to obtain new licenses and will be subject to additional laws and regulations inthe markets we plan to operate in.If we fail to obtain,maintain or renew any required licenses or approvals or make any necessaryfilings or

203、are found to require licenses or approvals that we believed were not necessary or we were exempted from obtaining,wemay be subject to various penalties,such as confiscation of the revenues or assets that were generated through the unlicensedbusiness activities,imposition of fines,suspension or cance

204、lation of the applicable license,written reprimands,termination ofthird-party arrangements,criminal prosecution and the discontinuation or restriction of our operations.Any such penalties maydisrupt our business operations and materially and adversely affect our business,financial conditions and res

205、ults of operations.12 We may experience significant fluctuations in our results of operations and growth rate.We have grown significantly in recent years,and we intend to continue to expand the scope and geographic reach of the serviceswe provide.Our anticipated future growth will likely place signi

206、ficant demands on our management and operations.Our success inmanaging our growth will depend,to a significant degree,on the ability of our executive officers and other members of seniormanagement to operate effectively and on our ability to further improve and develop our financial and management i

207、nformationsystems,controls and procedures.In addition,we expect to have to adapt our existing systems and introduce new systems,trainand manage our employees and improve and expand our sales and marketing capabilities.Revenue growth may slow down or decline for any number of reasons,including our in

208、ability to attract and retain customers,increased competition from competitors,the emergence of alternative business models of providing comparable services,changesin government policies and general economic conditions.We may also lose customers for other reasons,such as a failure to deliversatisfac

209、tory customer or transaction experience or high-quality services.If we are unable to properly and prudently manage ouroperations as they continue to grow,or if the quality of our services deteriorates due to mismanagement,our brand name andreputation could be significantly harmed,and our business,pr

210、ospects,financial condition and results of operations could bematerially and adversely affected.Our results of operations may fluctuate significantly as a result of a variety of factors,including those described above.As a result,historical period-to-period comparisons of our results of operations a

211、re not necessarily indicative of future period-to-period results.You should not rely on the results of a single fiscal quarter as an indication of our annual results or our future performance.If we fail to effectively promote our business and attract new and retain customers,our business,results of

212、operations andprospects may be materially and adversely affected.We believe that the effective promotion of our business is of significant importance to our success.Enhancing our brandrecognition in the hotel industry and the market place is critical to increasing the quantity and depth of engagemen

213、t with ourcustomers,which,in turn,enhances the appeal of our services in the market place.We have conducted and will continue to conductvarious marketing and promotional activities,including through both digital channels and offline media,aimed at increasing thevisibility of our business.We cannot a

214、ssure you,however,that these activities will be effective in achieving the intendedpromotional impact on our business.Further,any negative publicity relating to our products or services,regardless of its veracity,could harm our reputation and cause buyers and sellers to leave our platform,which woul

215、d have a material adverse effect on ourbusiness,financial condition and results of operations.If our marketing efforts are not successful in attracting new and retainingcurrent buyers,our business,prospects,financial condition and results of operations could be materially and adversely affected.We a

216、re subject to risks related to online transactions and payment methods.We accept payments using a variety of methods,including credit card,debit card,PayPal,credit accounts(including promotionalfinancing)and customer invoicing.As we offer new payment options to our customers,we may be subject to add

217、itionalregulations,compliance requirements and fraud.For certain payment methods,including credit and debit cards,we payinterchange and other fees,which may increase over time and raise our operating costs and lower profitability.We are also subjectto payment card association operating rules and cer

218、tification requirements,including the Payment Card Industry Data SecurityStandard and rules governing electronic funds transfers,which could change or be reinterpreted to make it difficult or impossiblefor us to comply.As our business changes,we may also be subject to different rules under existing

219、standards,which may requirenew assessments that involve costs above what we currently pay for compliance.If we fail to comply with the rules orrequirements of any provider of a payment method we accept,if the volume of fraud in our transactions limits or terminates ourrights to use payment methods w

220、e currently accept,or if a data breach occurs relating to our payment systems,we may,amongother things,be subject to fines or higher transaction fees and may lose,or face restrictions placed upon,our ability to accept creditcard and debit card payments from customers or to facilitate other types of

221、online payments.If any of these events were to occur,our business,financial condition and operating results could be materially adversely affected.We occasionally receive orders placed with fraudulent credit card data.We may suffer losses as a result of orders placed withfraudulent credit card data

222、even if the associated financial institution approved payment of the orders.Under current credit cardpractices,we may be liable for fraudulent credit card transactions.We may also suffer losses from other online transaction fraud,including fraudulent returns.If we are unable to detect or control cre

223、dit card or transaction fraud,our liability for these transactionscould harm our business,financial condition and operating results.13 If we fail to maintain and enhance our brand,our business,prospects and results of operations may be materially andadversely affected.We believe that maintaining and

224、 enhancing our brand is significantly important to the success of our business.A well-recognizedbrand is critical to increasing the number of customers and the level of their engagement and,in turn,enhancing the attractivenessof our products and services to them.Despite conducting a number of brand

225、promotion and recognition activities from time totime,we cannot assure you that these activities will be successful in the future or that we will be able to achieve the brandpromotion effects that we expect.In addition,our competitors may increase the intensity of their marketing campaigns,which may

226、force us to increase our advertising spend to maintain our brand awareness.If our brand is harmed or we are forced to increase ourmarketing expenses,our business,prospects,financial condition and results of operations could be materially and adverselyaffected.We operate in a competitive market.If we

227、 fail to retain our current market position,our business and results of operationscould be materially and adversely affected.The markets for our products and services are competitive and rapidly evolving.The successful execution of our strategy dependson our ability to continuously attract and retai

228、n sellers and buyers,expand the market for our products and services,continuetechnological innovation and offer new capabilities to sellers and buyers.We have many competitors not only among other e-commerce companies,but also physical stores and a large and fragmented group of other offline retaile

229、rs.We compete with thesecurrent and potential competitors for both sellers and buyers.From time to time,our buyers may decide not to continue purchasingproducts on our platform for various reasons,including choosing to shop in offline retail stores once more.Our sellers may alsodecide to switch to o

230、ur competitors services.Some of our existing or potential competitors may have greater resources,capabilities and expertise in management,technology,finance,product development,sales,marketing and other areas.Further,theinternet facilitates competitive entry and comparison shopping,which enhances th

231、e ability of new,smaller or lesser knownbusinesses,including businesses from outside China,to compete against us.As a result of these various types of current andpotential competitors,we may fail to retain or may lose our current market position,we may fail to continue to attract new andmaintain our

232、 existing buyers and sellers,and we may be required to increase our spending or maintain lower prices,which couldmaterially and adversely affect our business,prospects,financial condition and results of operations.If we are not able to respond successfully to technological or industry developments,i

233、ncluding changes to the businessmodels deployed in our industry,our business may be materially and adversely affected.The hotel and related services market is characterized by rapid technological developments,frequent launches of new products andservices,changes in buyer needs and behavior and evolv

234、ing industry standards.As a result,participants in the industry constantlychange their services offerings and business models and adopt new technologies to,among other things,increase cost efficiencyand adapt to buyer preferences.Business models similar to those of AirBnB poses challenges to our bus

235、iness.There can be noassurances that our other conventional competitors will not adopt a more effective business strategy than us or that our competitorswill not be able to more quickly adapt to industry changes than we will.If we fail to successfully and timely respond totechnological or industry d

236、evelopments,it could result in a loss of customers,and our brand,business,prospects,financialconditions and results of operations could be materially and adversely affected.We rely on many counterparties and third-party providers in our business,and the nonperformance or loss of a significantthird-p

237、arty provider through bankruptcy,consolidation,or otherwise,could adversely affect our operations.We are party to agreements with third-party companies in various aspects of our business model.If we are unable to maintain orrenew our services agreement,or if our services agreements are terminated fo

238、r any reasons,such adverse events could have amaterial adverse effect on our business,financial condition and results of operations.If these third parties do not comply withapplicable legal or administrative requirements,were to default on their obligations,or if we lose a significant provider throu

239、ghbankruptcy,consolidation or otherwise,we may be subject to litigation with these third-party providers,fail to renew the respectiveagreements on commercially acceptable terms and,therefore,face the need of switching to new third-party providers,who mayprovide services to us at higher prices,and an

240、y of the following of which could have a material adverse effect on our business,prospects,financial condition and results of operations.14 Computer viruses,undetected software errors and hacking may cause delays or interruptions on our systems and mayreduce the use of our services and damage our br

241、and reputation.Our online systems,including our websites,mobile apps and our other software applications,products and systems,could containundetected errors,or“bugs,”that could adversely affect their performance.While we regularly update and enhance our websitesand IT platform and introduce new vers

242、ions of our mobile apps,the occurrence of errors in any such updates or enhancements maycause disruptions in the provision of our services and may,as a result,cause us to lose market share,and our reputation and brand,business,prospects,financial condition and results of operations could be material

243、ly and adversely affected.In addition,computer viruses and cyber security compromises have in the past,which to date have not been material,and may inthe future cause delays or other service interruptions on our systems.However,we may be subject to hacking attempts bymalicious actors who seek to gai

244、n unauthorized access to our information or systems or to cause intentional malfunctions,loss orcorruption of data or leakages of our buyers and sellers personal data.While we employ various antivirus and computerprotection software in our operations,we cannot provide any assurance that such protect

245、ions will successfully prevent all hackingattempts(whether through the use of“denial of service”attacks or otherwise)or the transmission of any computer viruses which,ifnot prevented,could significantly damage our software systems and databases,cause disruptions to our business activities(including

246、to our e-mail and other communications systems),result in security breaches and the inadvertent disclosure ofconfidential and/or sensitive information and hinder access to our platform.We may incur significant costs to protect our systems and equipment against the threat of,and to repair any damage

247、caused by,computer viruses and hacking.Moreover,if a computer virus or other compromise of our systems becomes highly publicized,ourreputation could be materially damaged,resulting in a decrease in the use of our products and services.The inadvertenttransmission of computer viruses could also expose

248、 us to liability and legal action,which may adversely affect our business,financial condition and results of operations.We may be unable to effectively communicate with our customers through email,other messages or social media.We rely on newsletters in the form of emails and other messaging service

249、s in order to promote our platform and inform ourcustomers the status of their orders/reservations and payments,or inform our customers of any updates on their reservations orstays.For example,some webmail services offer tools and features that could result in our emails and other messages being sho

250、wnas“spam”or as lower priority to our consumers,which could reduce the likelihood of consumers opening or responding positivelyto them.Actions by third parties to block,impose restrictions on,or charge for the delivery of emails and other messages,as wellas legal or regulatory changes with respect t

251、o“permission-based marketing”or generally limiting our right to send such messagesor imposing additional requirements on our ability to conduct email marketing or send other messages,could impair our ability tocommunicate with our buyers and sellers.If we are unable to send emails or other messages

252、to our buyers and sellers,if suchmessages are delayed or if buyers and sellers do not receive or decline to open them,we would no longer be able to use this freemarketing channel.This could impair our marketing efforts or make them more expensive if we have to increase spending on paidmarketing chan

253、nels to compensate and as a result,our business could be adversely affected.Additionally,malfunctions of our email and messaging services could result in erroneous messages being sent to our past,currentor prospective customers no longer wanting to receive any messages from us.Furthermore,our proces

254、s of obtaining consent fromthem to receive newsletters and other messages from us and to allow us to use their data may be insufficient or invalid.As a result,such individuals or third parties may accuse us of sending unsolicited advertisements and other messages,and our use of email andother messag

255、ing services could result in claims against us.Since we also rely on social media to communicate with our customers,changes to the terms and conditions of relevant providerscould limit our ability to communicate through social media.These services may change their algorithms or interfaces withoutnot

256、ifying us,which may reduce our visibility.In addition,there could be a decline in the use of such social media by our buyers,inwhich case we may be required to find other,potentially more expensive,communication channels.An inability to communicate through emails,other messages or social media could

257、 have a material adverse effect on our business,prospects,financial condition and results of operations.15 Our business requires significant capital investments and a high level of working capital to sustain our operations andbusiness growth.We require significant capital investments in our business

258、.These investments support both our existing business and anticipatedgrowth.If we do not accurately forecast our future capital investment needs,we could have excess capacity or insufficient capacityprimarily in the form of hotel rooms available,either of which would negatively affect our revenues a

259、nd profitability.In addition toforecasting our capital investment requirements,we adjust other elements of our operations and cost structure in response toadverse economic conditions;however,these adjustments may not be sufficient to allow us to maintain our operating margins.Our strategic investmen

260、ts or acquisitions may be unsuccessful.We have acquired,and may continue to acquire other assets,technologies,products and businesses that are complementary to ourexisting business or otherwise.We may also enter into strategic partnerships or cooperation agreements with other businesses toexpand our

261、 marketplace.Negotiating these transactions can be time-consuming,challenging and expensive,and our ability to closethese transactions may often be subject to regulatory approvals that are beyond our control.In addition,investments andacquisitions could result in the use of substantial amounts of ca

262、sh,potentially dilutive issuances of equity securities,significantamortization expenses related to intangible assets,significant diversion of management attention and exposure to potentialunknown liabilities of the acquired business.Moreover,the cost of identifying and consummating investments and a

263、cquisitions andintegrating the acquired businesses into ours may be significant,and the integration of acquired businesses may be disruptive toour existing business operations.Consequently,these transactions,even if undertaken and announced,may not close.For one ormore of those transactions,we may i

264、ssue additional equity securities that would dilute our shareholders ownership interest,usecash that we may need in the future to operate our business,incur debt on terms unfavorable to us or that we are unable to repay,incur expenses or substantial liabilities,encounter difficulties retaining key e

265、mployees of the acquired company or integratingdiverse software codes or business cultures,encounter difficulties in assimilating acquired operations,encounter diversion ofmanagements attention to other business concerns,and become subject to adverse tax consequences,substantial depreciation,impairm

266、ent losses,or deferred compensation charges.If our investments and acquisitions are not successful,our business,financialcondition,results of operations and prospects may be materially and adversely affected.We may be subject to liability claims when people or property are harmed or damaged.We are e

267、xposed to liability or food safety claims relating to personal injury or illness,death or environmental or property damageincurred by our guests or visitors.Although we require that our hotels only offer products that comply with the existing product safety rules and monitor suchcompliance,we may no

268、t be able to detect,enforce or collect sufficient damages for breaches of such agreements.In addition,anynegative publicity resulting from violent crimes or crimes against properties committed in the premises of our hotels could damageour brand and reputation.Any material personal injury liability,f

269、ood safety or other claim could have an adverse effect on ourbusiness,prospects,results of operations and financial condition.We depend upon talented employees,including our senior management and IT specialists,to grow,operate and improveour business,and if we are unable to retain and motivate our p

270、ersonnel and attract new talent,we may not be able to groweffectively.Our success depends on our continued ability to identify,hire,develop,motivate and retain talented employees.Our ability toexecute and manage our operations efficiently is dependent upon contributions from all of our employees.Com

271、petition for seniormanagement and key IT personnel is intense,and the pool of qualified candidates is relatively limited.From time to time,some ofour key personnel may choose to leave our company for various reasons,including personal career development plans oralternative compensation packages.An i

272、nability to retain the services of our key personnel or properly manage the workingrelationship among our management and employees may expose us to legal or administrative action or adverse publicity,whichcould adversely affect our reputation,business,prospects,financial condition and results of ope

273、rations.Training new employees with no prior relevant experience could be time consuming and requires a significant amount ofresources.We may also need to increase the compensation we pay to our employees from time to time in order to retain them.Ifcompetition in our industry intensifies,it may be i

274、ncreasingly difficult for us to hire,motivate and retain highly skilled personneldue to significant market demand.If we fail to attract additional highly skilled personnel or retain or motivate our existingpersonnel,we may be unable to pursue growth,and our business,prospects,financial condition and

275、 results of operations could bematerially and adversely affected.16 Employee misconduct is difficult to determine and detect and could harm our reputation and business.We face a risk that may arise out of our employees lack of knowledge or willful,negligent or involuntary violations of laws,rulesand

276、 regulations or other misconduct.Misconduct by employees could involve,among other things,the improper use or disclosureof confidential information(including trade secrets),embezzlement or fraud,any of which could result in regulatory sanctions orfines imposed on us,as well as cause us serious reput

277、ational or financial harm.We have experienced fraudulent misconduct byemployees in the past,which to date has not caused any material harm to our business.However,any such further misconduct inthe future may result in unknown and unmanaged risks and losses.We have internal audit,security and other p

278、rocedures in placethat are designed to monitor our employees conduct.However,despite these controls and procedures there can be no assurancethat we will discover employee misconduct in a timely and effective manner,if at all.It is not always possible to guard againstemployee misconduct and ensure fu

279、ll compliance with our risk management and information policies.The direct and indirect costsof employee misconduct can be substantial,and our business,prospects,financial condition and results of operations could bematerially and adversely affected.The global coronavirus COVID-19 pandemic has cause

280、d significant disruptions in our business;similar pandemic maycontinue to materially and adversely affect our results of operations and financial condition.We and our customers experienced significant business disruptions and suspension of operations due to quarantine measures tocontain the spread o

281、f the pandemic.All of these had resulted in a material adverse effect on our results of operations and financialcondition in the fiscal year 2021.The extent to which similar pandemic in the future may impact our business,operations andfinancial results will depend on numerous evolving factors that t

282、he Company cannot accurately predict at this time.A severe or prolonged downturn in the global or Chinese economy could materially and adversely affect our business andour financial condition.Although the Chinese economy expanded well in the last several decades,the rapid growth of the Chinese econo

283、my has sloweddown since the COVID-19 pandemic,and there is considerable uncertainty over the long-term effects of the expansionarymonetary and fiscal policies adopted by the Peoples Bank of China and financial authorities of some of the worlds leadingeconomies,including the United States.There have

284、been concerns over unrest and terrorist threats in the Middle East,Europe andAfrica,which have resulted in volatility in oil and other markets.There have also been concerns on the relationship among Chinaand other Asian countries,which may result in or intensify potential conflicts in relation to te

285、rritorial disputes.Economicconditions in China are sensitive to global economic conditions,as well as changes in domestic economic and political policies andthe expected or perceived overall economic growth rate in China.Any severe or prolonged slowdown in the global or Chineseeconomy may materially

286、 and adversely affect our business,results of operations and financial condition.Natural disasters,pandemics,epidemics,acts of war,terrorist attacks and other events could materially and adverselyaffect our business.Severe weather conditions and other natural or man-made disasters,including storms,f

287、loods,fires,earthquakes,epidemics,pandemics,conflicts,unrest,or terrorist attacks,may disrupt our business and result in decreased revenues.Customers may reducetheir demand for business travel or leisure travel or meetings,and our costs to operate our business may increase,either of whichcould have

288、a material adverse effect on us.Any such event affecting one of our major facilities could result in a significantinterruption in or disruption of our business,financial condition and results of operations.17 Under the strong supervision of the government,our business may be controlled.The Companys

289、business segments may be subject to various government and regulatory interference in the provinces in whichthey operate.The Company could be subject to regulation by various political and regulatory entities,including various local andmunicipal agencies and government sub-divisions.The Company may

290、incur increased costs necessary to comply with existing andnewly adopted laws and regulations or penalties for any failure to comply.Additionally,the governmental and regulatoryinterference could significantly limit or completely hinder our ability to offer or continue to offer securities to investo

291、rs and causethe value of such securities to significantly decline or be worthless.Furthermore,it is uncertain when and whether the Company will be required to obtain permission from the government to list onU.S.exchanges in the future,and even when such permission is obtained,whether it will be deni

292、ed or rescinded.Although theCompany is currently not required to obtain permission from any of the local government to obtain such permission and has notreceived any denial to list on the U.S.exchange,our operations could be adversely affected,directly or indirectly,by existing orfuture laws and reg

293、ulations relating to its business or industry.Risks Related to the Offering and Our Ordinary Shares The initial public offering price of our Ordinary Shares may not be indicative of the market price of our Ordinary Sharesafter this offering.In addition,an active,liquid and orderly trading market for

294、 our Ordinary Shares may not develop or bemaintained,and our share price may be volatile.Prior to the completion of this offering,our Ordinary Shares were not traded on any market.Any active,liquid and orderly tradingmarket for our Ordinary Shares may not develop or be maintained after this offering

295、.Active,liquid and orderly trading marketsusually result in less price volatility and more efficiency in carrying out investors purchase and sale orders.The market price ofour Ordinary Shares could vary significantly as a result of a number of factors,some of which are beyond our control.In the even

296、tof a drop in the market price of our Ordinary Shares,you could lose a substantial part or all of your investment in our OrdinaryShares.The initial public offering price will be determined by us,based on numerous factors and may not be indicative of themarket price of our Ordinary Shares after this

297、offering.Consequently,you may not be able to sell our Ordinary Shares at a priceequal to or greater than the price paid by you in this offering.The following factors could affect our share price:our operating and financial performance;quarterly variations in the rate of growth of our financial indic

298、ators,such as net income per share,net income and revenues;the public reaction to our press releases,our other public announcements and our filings with the SEC;strategic actions by our competitors;changes in revenue or earnings estimates,or changes in recommendations or withdrawal of research cover

299、age,by equityresearch analysts;speculation in the press or investment community;the failure of research analysts to cover our Ordinary Shares;sales of our Ordinary Shares by us or other shareholders,or the perception that such sales may occur;changes in accounting principles,policies,guidance,interp

300、retations or standards;additions or departures of key management personnel;actions by our shareholders;domestic and international economic,legal and regulatory factors unrelated to our performance;and the realization of any risks described under this“Risk Factors”section.The stock markets in general

301、 have experienced extreme volatility that has often been unrelated to the operating performance ofparticular companies.These broad market fluctuations may adversely affect the trading price of our Ordinary Shares.Securitiesclass action litigation has often been instituted against companies following

302、 periods of volatility in the overall market and in themarket price of a companys securities.Such litigation,if instituted against us,could result in very substantial costs,diver ourmanagements attention and resources and harm our business,operating results and financial condition.18 There may not b

303、e an active,liquid trading market for our Ordinary Shares.Prior to the completion of this offering,there has been no public market for our Ordinary Shares.An active trading market for ourOrdinary Shares may not develop or be sustained following this offering.You may not be able to sell your shares a

304、t the marketprice,if at all,if trading in our shares is not active.The initial public offering price was determined by negotiations between us andour advisors based upon a number of factors.The initial public offering price may not be indicative of prices that will prevail in thetrading market.Becau

305、se we do not expect to pay dividends in the foreseeable future after this offering,you must rely on a priceappreciation of the Ordinary Shares for a return on your investment.We currently intend to retain most,if not all,of our available funds and any future earnings after this offering to fund thed

306、evelopment and growth of our business.As a result,we do not expect to pay any cash dividends in the foreseeable future.Therefore,you should not rely on an investment in the Ordinary Shares as a source for any future dividend income.A sale or perceived sale of a substantial number of our Ordinary Sha

307、res may cause the price of our Ordinary Shares todecline.If our shareholders sell substantial amounts of our Ordinary Shares in the public market,the market price of our Ordinary Sharescould fall.Moreover,the perceived risk of this potential dilution could cause shareholders to attempt to sell their

308、 shares andinvestors to short our Ordinary Shares.These sales also make it more difficult for us to sell equity-related securities in the future ata time and price that we deem reasonable or appropriate.There can be no assurance that we will not be a passive foreign investment company(“PFIC”)for Uni

309、ted States federalincome tax purposes for any taxable year,which could subject United States holders of our Ordinary Shares to significantadverse United States federal income tax consequences.A non-United States corporation will be a passive foreign investment company,or PFIC,for United States feder

310、al income taxpurposes for any taxable year if either(i)at least 75%of its gross income for such taxable year is passive income or(ii)at least50%of the value of its assets(based on average of the quarterly values of the assets)during such year is attributable to assets thatthat produce or are held fo

311、r the production of passive income.Based on the current and anticipated value of our assets and thecomposition of our income assets,we do not expect to be a PFIC for United States federal income tax purposes for our currenttaxable year ended December 31,2021 or in the foreseeable future.However,the

312、determination of whether or not we are a PFICaccording to the PFIC rules is made on an annual basis and depend on the composition of our income and assets and the value ofour assets from time to time.Therefore,changes in the composition of our income or assets or value of our assets may cause us tob

313、ecome a PFIC.The determination of the value of our assets(including goodwill not reflected on our balance sheet)may be based,in part,on the quarterly market value of Ordinary Shares,which is subject to change and may be volatile.The classification of certain of our income as active or passive,and ce

314、rtain of our assets as producing active or passive income,and hence whether we are or will become a PFIC,depends on the interpretation of certain United States Treasury Regulations aswell as certain IRS guidance relating to the classification of assets as producing active or passive income.Such regu

315、lationsguidance is potentially subject to different interpretations.If due to different interpretations of such regulations and guidance thepercentage of our passive income or the percentage of our assets treated as producing passive income increases,we may be a PFICin one of more taxable years.If w

316、e are a PFIC for any taxable year during which a United States person holds Ordinary Shares,certain adverse United Statesfederal income tax consequences could apply to such United States person.For as long as we are an emerging growth company,we will not be required to comply with certain reporting

317、requirements,including those relating to accounting standards and disclosure about our executive compensation,that apply to otherpublic companies.We are classified as an“emerging growth company”under the JOBS Act.For as long as we are an emerging growth company,which may be up to five full fiscal ye

318、ars,unlike other public companies,we will not be required to,among other things,(i)providean auditors attestation report on managements assessment of the effectiveness of our system of internal control over financialreporting pursuant to Section 404(b)of the Sarbanes-Oxley Act,(ii)comply with any ne

319、w requirements adopted by the PCAOBrequiring mandatory audit firm rotation or a supplement to the auditors report in which the auditor would be required to provideadditional information about the audit and the financial statements of the issuer,(iii)provide certain disclosure regarding executivecomp

320、ensation required of larger public companies,or(iv)hold nonbinding advisory votes on executive compensation.We willremain an emerging growth company for up to five years,although we will lose that status sooner if we have more than$1.235billion of revenues in a fiscal year,have more than$700 million

321、 in market value of our Ordinary Shares held by non-affiliates,orissue more than$1.0 billion of non-convertible debt over a three-year period.To the extent that we rely on any of the exemptions available to emerging growth companies,you will receive less informationabout our executive compensation a

322、nd internal control over financial reporting than issuers that are not emerging growthcompanies.If some investors find our Ordinary Shares to be less attractive as a result,there may be a less active trading market forour Ordinary Shares and our share price may be more volatile.19 If we fail to esta

323、blish and maintain proper internal financial reporting controls,our ability to produce accurate financialstatements or comply with applicable regulations could be impaired.Pursuant to Section 404 of the Sarbanes-Oxley Act,we will be required to file a report by our management on our internal control

324、over financial reporting,including an attention report on internal control over financial reporting issued by our independentregistered public accounting firm.However,while we remain an emerging growth company,we will not be required to include anattestation report on internal control over financial

325、 reporting issued by our independent registered public accounting firm.Thepresence of material weakness in internal control over financial reporting could result in financial statement errors,which,in turn,could lead to error our financial reports and/or delays in our financial reporting,which could

326、 require us to restate our operatingresults.We might not identify one or more material weaknesses in our internal controls in connection with evaluating ourcompliance with Section 404 of the Sarbanes-Oxley Act.In order to maintain and improve the effectiveness of our disclosurecontrols and procedure

327、s and internal controls over financial reporting.We will need to expend significant resources and providesignificant management oversight.Implementing any appropriate changes to our internal controls may require specific compliancetraining of our directors and employees,entail substantial costs in o

328、rder to modify our existing accounting systems,take asignificant period of time to complete and divert managements attention from other business concerns.These changes may not,however,be effective in maintaining the adequacy of our internal control.If we are unable to conclude that we have effective

329、 internal controls over financial reporting,investors may lose confidence in ouroperating results,the price of the Ordinary Shares could decline and we may be subject to litigation or regulatory enforcementactions.In addition,if we are unable to meet the requirements of Section 404 of the Sarbanes-O

330、xley Act,the Ordinary Shares maynot be able to remain listed on the exchange.As a foreign private issuer,we are not subject to certain U.S.securities law disclosure requirements that apply to adomestic U.S.issuer,which may limit the information publicly available to our shareholders.As a foreign pri

331、vate issuer,we are not required to comply with all of the periodic disclosure and current reporting requirements ofthe Exchange Act and therefore there may be less publicly available information about us than if we were a U.S.domestic issuer.For example,we are not subject to the proxy rules in the U

332、nited States and disclosure with respect to our annual general meetingswill be governed by Cayman requirements.In addition,our officers,directors and principal shareholders are exempt from thereporting and“short-swing”profit recovery provisions of Section 16 of the Exchange Act and the rules thereun

333、der.Therefore,ourshareholders may not know on a timely basis when our officers,directors and principal shareholders purchase or sell our OrdinaryShares.As a foreign private issuer,we are permitted to adopt certain home country practices in relation to corporate governancematters that differ significantly from the Nasdaq listing standards.These practices may afford less protection toshareholders th