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1、F-1/A 1 tm2510681d1_f1a.htm F-1/A As filed with the U.S.Securities and Exchange Commission on April 7,2025.Registration No.333-276706 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 AMENDMENT NO.3TO FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Semidux(Cayman)Hold

2、ing Limited(Exact name of registrant as specified in its charter)Cayman Islands 7373 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)26/F,Holdfound Sky Plaza No.11008 Beihuan Avenue

3、 Nanshan District,Shenzhen,518051 The Peoples Republic of China+86-0755-26654678(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168800-221-0102(Name,address,including zip c

4、ode,and telephone number,including area code,of agent for service)With a Copy to:Ying Li,Esq.Lisa Forcht,Esq.Hunter Taubman Fischer&Li LLC950 Third Avenue,19th FloorNew York,NY 10022212-530-2206Kevin Sun,EsqBevilacqua PLLC1050 Connecticut Ave,NWSuite 500Washington,DC 20036(202)869-0888 Approximate d

5、ate of commencement of proposed sale to the public:Promptly after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.

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

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

8、der the Securities Act,check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offering Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 19

9、33 Emerging growth company x If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pu

10、rsuant to Section 7(a)(2)(B)of the Securities Act The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.The Registrant hereby amends this registration statement on such

11、 date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendmentwhich specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act,or until the registration statement shal

12、lbecome effective on such date as the Securities and Exchange Commission,acting pursuant to such Section 8(a),may determine.The information in this prospectus is not complete and may be changed.We may not sell the securities until the registration statement filed with the U.S.Securities and Exchange

13、 Commissionis effective.This prospectus is not an offer to sell these securities and it is not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED APRIL 7,2025 Ordinary Shares Semidux(Cayman)Hol

14、ding Limited This is an initial public offering of our ordinary shares,par value$0.01 per share(“Ordinary Shares”).Prior to this offering,there has been no public market for our Ordinary Shares.We expectthe initial public offering price to be in the range of$to$per Ordinary Share.The offering is bei

15、ng made on a“firm commitment”basis by the underwriters.See“Underwriting.”Wehave applied to list our Ordinary Shares on the Nasdaq Capital Market(“Nasdaq”)and have reserved the symbol“JIE”for purposes of listing our Ordinary Shares on Nasdaq.At this time,Nasdaq has not yet approved our application to

16、 list our Ordinary Shares.The closing of this offering is conditioned upon Nasdaqs final approval of our listing application,and there is noguarantee or assurance that our Ordinary Shares will be approved for listing on Nasdaq.Investing in our Ordinary Shares involves a high degree of risk,including

17、 the risk of losing your entire investment.See“Risk Factors”beginning on page 17 to read about factors youshould consider before buying our Ordinary Shares.Unless otherwise stated,as used in this prospectus,the terms“we,”“us,”“our,”“Semidux Cayman,”“our Company,”and the“Company”refer to Semidux(Caym

18、an)Holding Limited,aCayman Islands exempted company;“Semidux BVI”refers to Semidux Holding Limited,a company formed under the laws of the British Virgin Islands,which is wholly owned by SemiduxCayman;“Hongkong Semidux”refers to Hongkong Semidux Limited,a Hong Kong corporation and wholly owned subsid

19、iary of Semidux BVI;“Shenzhen Semimeta”refers to ShenzhenSemimeta Computing Tech Limited,a limited liability company organized under the laws of the PRC,which is wholly owned by Hongkong Semidux;the“Operating Entity”or“ShenzhenSemidux”refers to Shenzhen Semidux Technologies Limited,a limited liabili

20、ty company organized under the laws of the Peoples Republic of China(the“PRC”),which is wholly owned byShenzhen Semimeta;“Delos HK”refers to Delos Tech Co.,Limited,a Hong Kong corporation and wholly owned subsidiary of Shenzhen Semidux;“Maijie Shenzhen”refers to ShenzhenMaijie Xinchuang Technology C

21、o.,Ltd.,a limited liability company organized under the PRC,which is wholly owned by Shenzhen Semidux;and“Shenzhen Silicon”are to Shenzhen SiliconComputing Intelligence Technology Co.,Ltd.,a limited liability company organized under the PRC,which is wholly owned by Shenzhen Semidux.We are a holding

22、company incorporated in the Cayman Islands with no material operations of our own and not a Chinese operating company.As a result,we conduct a substantial majority ofour operations through the Operating Entity established in the PRC.The Ordinary Shares offered in this prospectus are shares of the Ca

23、yman Islands holding company instead of shares of theOperating Entity in the PRC.Holders of our Ordinary Shares do not directly own any equity interests in the Operating Entity,but will instead own shares of a Cayman Islands holding company.The Chinese regulatory authorities could disallow our corpo

24、rate structure,which would likely result in a material change in our operations and/or a material change in the value of our OrdinaryShares,including that it could cause the value of our Ordinary Shares to significantly decline or become worthless.See“Risk FactorsRisks Relating to Doing Business in

25、the PRCChineseregulatory authorities could disallow our holding company structure,which may result in a material change in our operations and/or a material change in the value of the securities we areregistering for sale,including that it could cause the value of such securities to significantly dec

26、line or become worthless.”We are subject to certain legal and operational risks associated with the business operations of the PRC subsidiaries being based in China,which could cause the value of our securities tosignificantly decline or become worthless.Applicable PRC laws and regulations governing

27、 such current business operations are sometimes vague and uncertain,and as a result these risks mayresult in material changes in the operations of the PRC subsidiaries,significant depreciation or a complete loss of the value of our Ordinary Shares,or a complete hindrance of our ability tooffer,or co

28、ntinue to offer,our securities to investors.Recently,the PRC government adopted a series of regulatory actions and issued statements to regulate business operations in China withlittle advance notice,including cracking down on illegal activities in the securities market,adopting new measures to exte

29、nd the scope of cybersecurity reviews,and expanding the efforts inanti-monopoly enforcement.On December 28,2021,13 governmental departments of the PRC,including the Cyberspace Administration of China(the“CAC”),issued the CybersecurityReview Measures,which became effective on February 15,2022.As of t

30、he date of this prospectus,neither we nor our subsidiaries have been involved in any investigations on cybersecurityreview initiated by any PRC regulatory authority,nor has any of them received any inquiry,notice,or sanction related to cybersecurity review under the Cybersecurity Review Measures.Asc

31、onfirmed by our PRC counsel,Beijing Dacheng Law Offices,LLP(Guangzhou)(“Dacheng”),we are not subject to cybersecurity review by the CAC under the Cybersecurity ReviewMeasures,since we currently are not critical information infrastructure operators(“CIIOs”)purchasing network products and services,or

32、network platform operators conducting data processingactivities that affect or may affect national security,and we do not have over one million users personal information and do not anticipate that we will be collecting over one million userspersonal information in the foreseeable future,which we un

33、derstand might otherwise subject us to the Cybersecurity Review Measures;we are also not subject to national security review by therelevant authorities under the Regulation on Network Data Security Management,which became effective on January 1,2025,because we currently do not conduct data activitie

34、s that mayaffect national security.See“Risk FactorsRisks Relating to Doing Business in the PRCRecent greater oversight by the CAC over data security,particularly for companies seeking to list ona foreign exchange,could adversely impact the PRC subsidiaries business and our offering.”On February 17,2

35、023,the China Securities Regulatory Commission(the“CSRC”)promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by DomesticCompanies(the“Trial Measures”)and five supporting guidelines,which came into effect on March 31,2023(Beijing Time).We are required to file wit

36、h the CSRC for this offering pursuant tothe Trial Measures.See“Risk FactorsRisks Relating to Doing Business in the PRCThe Opinions,the Trial Measures,and the revised Provisions recently issued by PRC authorities subjectus to additional compliance requirements.”Other than the foregoing,as of the date

37、 of this prospectus,according to Dacheng,no relevant PRC laws or regulations in effect require that we obtainpermission from any PRC authorities to issue securities to foreign investors,and neither we nor our subsidiaries have received any inquiry,notice,warning,or sanction regarding our overseaslis

38、ting from the CSRC or any other PRC governmental authorities.Since these statements and regulatory actions are newly published,however,official guidance and related implementationrules have not been issued.It is highly uncertain what the potential impact such modified or new laws and regulations wil

39、l have on the daily business operations of our subsidiaries,our ability toaccept foreign investments,and our listing on a U.S.exchange.The Standing Committee of the National Peoples Congress(the“SCNPC”)or PRC regulatory authorities may in the futurepromulgate laws,regulations,or implementing rules t

40、hat require us and our subsidiaries to obtain regulatory approval from Chinese authorities before listing in the U.S.The same legal and operational risks associated with operations in China also apply to operations in Hong Kong.Hong Kong was established as a special administrative region of the PRC

41、inaccordance with Article 31 of the Constitution of the PRC.The Basic Law of the Hong Kong Special Administrative Region of the PRC(the“Basic Law”)was adopted and promulgated onApril 4,1990 and became effective on July 1,1997,when the PRC resumed the exercise of sovereignty over Hong Kong.Pursuant t

42、o the Basic Law,Hong Kong is authorized by the NationalPeoples Congress of the PRC to exercise a high degree of autonomy and enjoy executive,legislative,and independent judicial power,under the principle of“one country,two systems,”and thePRC laws and regulations shall not be applied in Hong Kong ex

43、cept for those listed in Annex III of the Basic Law(which is confined to laws relating to national defense,foreign affairs,andother matters that are not within the scope of autonomy).However,there is no assurance that there will not be any changes in the economic,political,and legal environment in H

44、ong Kong in thefuture.Due to the uncertainty of the PRC legal system and changes in laws,regulations,or policies,the Basic Law may be revised in the future and thus we may face the same legal andoperational risks associated with operating in the PRC.If there is a significant change to current politi

45、cal arrangements between mainland China and Hong Kong,or if the applicable laws,regulations,or interpretations change,our Hong Kong subsidiaries,which include Hongkong Semidux and Delos HK,may become subject to PRC laws or authorities.As a result,our HongKong subsidiaries could incur material costs

46、to ensure compliance,be subject to fines,experience devaluation of securities or delisting,no longer conduct offerings to foreign investors,and nolonger be permitted to continue their current business operations.The main legislation in Hong Kong concerning data security is the Personal Data(Privacy)

47、Ordinance(Cap.486 of the Laws ofHong Kong)(the“PDPO”),which regulates the collection,usage,storage,and transfer of personal data and imposes a statutory duty on data users to comply with the six data protectionprinciples contained therein.As of the date of this prospectus,we and each of our Hong Kon

48、g subsidiaries have complied with the laws and requirements in respect of data security in HongKong.However,the laws on cybersecurity and data privacy are constantly evolving and can be subject to varying interpretations,resulting in uncertainties about the scope of our responsibilitiesin that regar

49、d.Failure to comply with the cybersecurity and data privacy requirements in a timely manner,or at all,may subject us or our Hong Kong subsidiaries to consequences,includinggovernment enforcement actions and investigations,fines,penalties,and suspension or disruption of our Hong Kong subsidiaries ope

50、rations.In addition,the Competition Ordinance(Cap.619of the Laws of Hong Kong)prohibits and deters undertakings in all sectors from adopting anti-competitive conduct which has the object or effect of preventing,restricting,or distortingcompetition in Hong Kong.It provides for general prohibitions in

51、 three major areas of anti-competitive conduct described as the first conduct rule,the second conduct rule,and the merger rule.As of the date of this prospectus,we and our Hong Kong subsidiaries have complied with all three areas of anti-competition laws and requirements in Hong Kong.Neither the dat

52、a security norantimonopoly laws and regulations in Hong Kong restrict our ability to accept foreign investment or impose limitations on our ability to list on any U.S.stock exchange.See“Risk FactorsRisks Relating to Doing Business in the PRCSome of our subsidiaries are subject to various evolving Ho

53、ng Kong laws and regulations regarding data security or antimonopoly,which couldsubject them to government enforcement actions and investigations,fines,penalties,and suspension or disruption of their operations.”In addition,our Ordinary Shares may be prohibited from trading on a national exchange un

54、der the Holding Foreign Companies Accountable Act(the“HFCA Act”),if the Public CompanyAccounting Oversight Board(United States)(the“PCAOB”)is unable to inspect our auditors for three consecutive years beginning in 2022.On December 16,2021,the PCAOB issued a reporton its determinations that it is una

55、ble to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong,because of positionstaken by PRC authorities in those jurisdictions.Our auditor,TPS Thayer,LLC,is headquartered in Sugar Land,Texas,and has been inspected by the PCAOB o

56、n a regular basis,with the lastinspection in 2022.The PCAOB currently has access to inspect the working papers of our auditor and our auditor is not subject to the determinations announced by the PCAOB onDecember 16,2021.If trading in our Ordinary Shares is prohibited under the HFCA Act in the futur

57、e because the PCAOB determines that it cannot inspect or fully investigate our auditor atsuch future time,Nasdaq may determine to delist our Ordinary Shares and trading in our Ordinary Shares could be prohibited.On August 26,2022,the CSRC,the Ministry of Finance of thePRC(the“MOF”),and the PCAOB sig

58、ned a Statement of Protocol(the“Protocol”),governing inspections and investigations of accounting firms based in mainland China and Hong Kong,taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Ho

59、ng Kong.Pursuant to the fact sheet with respect to the Protocol disclosed by the U.S.Securities and Exchange Commission(the“SEC”),the PCAOB shall have independent discretion to select any issueraudits for inspection or investigation and has the unfettered ability to transfer information to the SEC.O

60、n December 15,2022,the PCAOB Board determined that the PCAOB was able to securecomplete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.However,should PRC authorities ob

61、struct or otherwise fail to facilitate the PCAOBs access in the future,the PCAOB Board will consider the need to issue a new determination.On June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act,and on December 29,2022,legislation entitled“Consolidated Approp

62、riations Act,2023”(the“Consolidated Appropriations Act”)was signed into law by former President Biden,which contained,among other things,an identical provision to the Accelerating Holding Foreign CompaniesAccountable Act and amended the HFCA Act by requiring the SEC to prohibit an issuers securities

63、 from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspectionsfor two consecutive years instead of three,thus reducing the time period for triggering the delisting of our Company and the prohibition of trading in our securities if the PCAOB is unable toinspect our accoun

64、ting firm at such future time.See“Risk FactorsRisks Relating to Doing Business in the PRCRecent joint statement by the SEC and the PCAOB,rule changes by Nasdaq,and the HFCA Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualifica

65、tion of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.These developments could add uncertainties to our continued listing or future offerings of our securities in the U.S.”As of the date of this prospectus,none of our subsidiaries have made any dividends or distri

66、butions to our Company and our Company has not made any dividends or distributions to ourshareholders.We intend to keep any future earnings to finance the expansion of our business,and we do not anticipate that any cash dividends will be paid in the foreseeable future.If wedetermine to pay dividends

67、 on any of our Ordinary Shares in the future,as a holding company,we will be dependent on the receipt of funds from our Hong Kong subsidiary,HongkongSemidux.Hongkong Semidux will rely on payments made from Shenzhen Semimeta,which will in turn rely on payments made from Shenzhen Semidux as dividends.

68、Shenzhen Semidux willrely on its operating profit and payments from Delos HK,Maijie Shenzhen,and Shenzhen Silicon as dividends.However,as the PRC government imposes control over currency conversion,ithas the authority to conduct exchange transfer reviews,which may impose certain limitations on our a

69、bility to transfer cash between our Company,our subsidiaries,and our investors,primarilyreflected in the following aspects:(i)we are restricted from injecting capital or providing loans to PRC subsidiaries,which may adversely affect the operations of our PRC subsidiaries;(ii)ourPRC subsidiaries may

70、be restricted from paying dividends to us;and(iii)if we are unable to obtain dividends from our PRC subsidiaries,it may adversely impact our dividends distribution toinvestors.See“Risk FactorsRisks Relating to Doing Business in the PRCPRC regulations relating to offshore investment activities by PRC

71、 residents may subject our PRC residentbeneficial owners or our PRC subsidiaries to liability or penalties,limit our ability to inject capital into our PRC subsidiaries,limit our PRC subsidiaries ability to increase their registeredcapital or distribute profits to us,or may otherwise adversely affec

72、t us,”“Risk FactorsRisks Relating to Doing Business in the PRCPRC regulation of parent/subsidiary loans and directinvestment by offshore holding companies to PRC entities may delay or prevent us from using the proceeds of offshore offerings to make loans or additional capital contributions to our PR

73、Csubsidiaries,which could materially and adversely affect their liquidity and their ability to fund and expand their business,”and“Risk FactorsRisks Relating to Doing Business in the PRCGovernmental control of currency conversion may affect the value of your investment and our payment of Dividends.”

74、Further,to the extent cash or assets in the business are in the PRC/HongKong or a PRC/Hong Kong entity,the funds or assets may not be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition ofrestrictions and limitations on the ability of

75、our Company or our subsidiaries by the PRC government to transfer cash or assets.There is no assurance the PRC government will not intervene inor impose restrictions on the ability of our Company or our subsidiaries to transfer cash or assets.We have established controls and procedures for cash flow

76、s within our organization based oninternal cash management policies established by our finance department,discussed,considered,and reviewed by the relevant departments in our Company,and approved by our Chairman ofthe Board of Directors.Specifically,our finance department supervises cash management,

77、following the instructions of our management.Our finance department is responsible for establishingour cash operation plan and coordinating cash management matters among our subsidiaries and departments.Each subsidiary and department initiates a cash request by putting forward a cashdemand plan,whic

78、h explains the specific amount and timing of cash requested,and submitting it to our finance department.The finance department reviews the cash demand plan and preparesa summary for the management of our Company.Management examines and approves the allocation of cash based on the sources of cash and

79、 the priorities of the needs.Other than the above,we currently do not have other cash management policies or procedures that dictate how funds are transferred.As of the date of this prospectus,no cash transfer or transfer of other assets hasoccurred between our Company and our subsidiaries.See“Prosp

80、ectus SummaryAsset Transfers Between Our Company and Our Subsidiaries,”“Prospectus SummaryDividends orDistributions Made to Our Company and U.S.Investors and Tax Consequences,”and our unaudited condensed consolidated financial statements for the six months ended September 30,2024and our audited cons

81、olidated financial statements for the fiscal years ended March 31,2024 and 2023.We are an“emerging growth company”as defined under the federal securities laws and will be subject to reduced public company reporting requirements.Please read the disclosures beginningon page 13 of this prospectus for m

82、ore information.Following the completion of this offering,Zhiwen Shen,our CEO and chairman of the board of directors,will hold approximately%of the aggregate voting power of our issued andoutstanding Ordinary Shares,assuming no exercise of the underwriters over-allotment option,or approximately%assu

83、ming full exercise of the underwriters over-allotment option.As such,we will be deemed to be a“controlled company”under Nasdaq Listing Rule 5615(c).However,even if we are deemed a“controlled company,”we do not intend to avail ourselves of thecorporate governance exemptions afforded to a“controlled c

84、ompany”under the Nasdaq Listing Rules.See“Risk Factors”and“ManagementControlled Company.”Per Share TotalWithoutOver-AllotmentOption Total WithOver-AllotmentOption Initial public offering price$Underwriters discounts(1)$Proceeds to our company before expenses$(1)We have agreed to pay D.Boral Capital

85、LLC,the representative on behalf of the underwriters,(the“Representative”),a fee equal to 7.5%of the gross proceeds of the offering.We haveagreed to grant the underwriters a 45-day option to purchase up to 15%of the aggregate number of Ordinary Shares sold in the offering.See“Underwriting”starting o

86、n page 137 of thisprospectus for more information regarding our arrangements with the underwriters.The underwriters expect to deliver the Ordinary Shares against payment in U.S.dollars in New York,New York on or about,2025.Neither the Securities and Exchange Commission nor any state securities commi

87、ssion nor any other regulatory body has approved or disapproved of these securities or determined ifthis prospectus is truthful or complete.Any representation to the contrary is a criminal offense.D.BORAL CAPITAL Prospectus dated,2025 TABLE OF CONTENTS PagePROSPECTUS SUMMARY2 RISK FACTORS17 DISCLOSU

88、RE REGARDING FORWARD-LOOKING STATEMENTS45 ENFORCEABILITY OF CIVIL LIABILITIES46 USE OF PROCEEDS47 DIVIDEND POLICY48 CAPITALIZATION49 DILUTION50 CORPORATE HISTORY AND STRUCTURE51 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS53 INDUSTRY76 BUSINESS86 REGULATIONS99

89、 MANAGEMENT112 PRINCIPAL SHAREHOLDERS116 RELATED PARTY TRANSACTIONS118 DESCRIPTION OF SHARE CAPITAL120 SHARES ELIGIBLE FOR FUTURE SALE137 MATERIAL INCOME TAX CONSIDERATION138 UNDERWRITING145 EXPENSES RELATING TO THIS OFFERING152 LEGAL MATTERS152 EXPERTS152 WHERE YOU CAN FIND ADDITIONAL INFORMATION15

90、2 INDEX TO FINANCIAL STATEMENTSF-1 ABOUT THIS PROSPECTUS We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectusesprepared by us or on our behalf or to which we have r

91、eferred you.We take no responsibility for and can provide no assurance as to the reliability of,any other information that others may giveyou.This prospectus is an offer to sell only the Ordinary Shares offered hereby,but only under circumstances and in jurisdictions where it is lawful to do so.We a

92、re not making an offer to sellthese securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted tomake such offer or sale.For the avoidance of doubt,no offer or invitation

93、to subscribe for Ordinary Shares is made to the public in the Cayman Islands.The information contained in thisprospectus is current only as of the date on the front cover of the prospectus.Our business,financial condition,results of operations,and prospects may have changed since that date.Neither w

94、e nor the underwriters have taken any action to permit a public offering of the Ordinary Shares outside the United States or to permit the possession or distribution of this prospectus orany filed free-writing prospectus outside the United States.Persons outside the United States who come into posse

95、ssion of this prospectus or any filed free writing prospectus must informthemselves about,and observe any restrictions relating to,the offering of the Ordinary Shares and the distribution of this prospectus or any filed free-writing prospectus outside the UnitedStates.CONVENTIONS THAT APPLY TO THIS

96、PROSPECTUS Unless otherwise indicated or the context requires otherwise,references in this prospectus to:“China”or the“PRC”are to the Peoples Republic of China;“Eflops”are to exaflops,a unit for measuring the speed of a computer system,equal to one quintillion floating-point operations a second;“Hon

97、g Kong”are to the Hong Kong Special Administrative Region of the Peoples Republic of China;“R&D”are to research and development;“Renminbi”or“RMB”are to the legal currency of China;“shares,”“Shares,”or“Ordinary Shares”are to the ordinary shares of Semidux Cayman,par value$0.01 per share;and “U.S.doll

98、ars,”“$,”or“dollars”are to the legal currency of the United States.Unless the context indicates otherwise,all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.Our business is conducted by the Operating Entity using RMB.Our consolidated financial s

99、tatements are presented in U.S.dollars.In this prospectus,we refer to assets,obligations,commitments,and liabilities in our consolidated financial statements in U.S.dollars.These dollar references are based on the exchange rate of RMB to U.S.dollars,determined as of a specificdate or for a specific

100、period.Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of U.S.dollars which may result in an increase ordecrease in the amount of our obligations(expressed in dollars)and the value of our assets,including accounts receivable(expressed in do

101、llars).1 PROSPECTUS SUMMARY The following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed information and financial statements included elsewhere in this prospectus.Inaddition to this summary,we urge you to read the entire prospectus carefully,especia

102、lly the risks of investing in our Ordinary Shares,discussed under“Risk Factors,”before deciding whetherto buy our Ordinary Shares.Our Corporate Structure We are a holding company incorporated in the Cayman Islands and not a Chinese operating company.As a result,we conduct a substantial majority of o

103、ur operations through the OperatingEntity established in the PRC.The Ordinary Shares offered in this prospectus are shares of the Cayman Islands holding company instead of shares of the Operating Entity in the PRC.Holders ofour Ordinary Shares do not directly own any equity interests in the Operatin

104、g Entity,but will instead own shares of a Cayman Islands holding company.The Chinese regulatory authorities coulddisallow our corporate structure,which would likely result in a material change in our operations and/or a material change in the value of our Ordinary Shares,including that it could caus

105、e thevalue of our Ordinary Shares to significantly decline or become worthless.See“Risk FactorsRisks Relating to Doing Business in the PRCChinese regulatory authorities could disallow ourholding company structure,which may result in a material change in our operations and/or a material change in the

106、 value of the securities we are registering for sale,including that it couldcause the value of such securities to significantly decline or become worthless.”The following diagram illustrates our corporate structure as of the date of this prospectus and upon the completion of this offering,assuming t

107、he sales of all of the Ordinary Shares we areoffering at an assumed public offering price of$per share.For more details on our corporate history,please refer to“Corporate History and Structure.”2 Notes:all percentages reflect the equity interests held by each of our shareholders.(1)Represents 301,36

108、1 Ordinary Shares indirectly held by Wencan Wang,the 100%beneficial owner of Renekton Holding Limited,as of the date of this prospectus.(2)Represents 138,652 Ordinary Shares indirectly held by Zhiwen Shen,the 100%beneficial owner of Aixpower Holding Limited,as of the date of this prospectus.(3)Repre

109、sents 64,578 Ordinary Shares indirectly held by Zhe Sun,the 100%beneficial owner of Mefis Holding Limited,as of the date of this prospectus.(4)Represents 50,226 Ordinary Shares indirectly held by Peifeng Kang,the 100%beneficial owner of Lucky House Holding Limited,as of the date of this prospectus.(

110、5)Represents an aggregate of 445,183 Ordinary Shares held by 15 shareholders,each one of which holds less than 5%of our Ordinary Shares,as of the date of this prospectus.We are subject to certain legal and operational risks associated with the business operations of the PRC subsidiaries being based

111、in China,which could cause the value of our securities tosignificantly decline or become worthless.Applicable PRC laws and regulations governing such current business operations are sometimes vague and uncertain,and as a result these risks mayresult in material changes in the operations of the PRC s

112、ubsidiaries,significant depreciation of the value of our Ordinary Shares,or a complete hindrance of our ability to offer,or continue tooffer,our securities to investors.Recently,the PRC government adopted a series of regulatory actions and issued statements to regulate business operations in China w

113、ith little advance notice,including cracking down on illegal activities in the securities market,adopting new measures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopolyenforcement.As of the date of this prospectus,neither we nor our subsidiaries have been involv

114、ed in any investigations on cybersecurity review initiated by any PRC regulatory authority,norhas any of them received any inquiry,notice,or sanction related to cybersecurity review under the Cybersecurity Review Measures.On December 28,2021,13 governmental departments of thePRC,including the CAC,is

115、sued the Cybersecurity Review Measures,which became effective on February 15,2022.As confirmed by our PRC counsel,Dacheng,we are not subject tocybersecurity review by the CAC under the Cybersecurity Review Measures,because none of our PRC subsidiaries is a CIIO or online platform operator with perso

116、nal information of more thanone million users.We are not subject to national security review by the relevant authorities under the Regulation on Network Data Security Management,because we currently do not conductdata activities that may affect national security.See“Risk FactorsRisks Relating to Doi

117、ng Business in the PRCRecent greater oversight by the CAC over data security,particularly forcompanies seeking to list on a foreign exchange,could adversely impact the PRC subsidiaries business and our offering.”On February 17,2023,the CSRC promulgated the Trial Measures andfive supporting guideline

118、s,which came into effect on March 31,2023(Beijing Time).Pursuant to the Trial Measures,we are required to file with the CSRC within three working days followingthe submission of an initial public offering or listing application.See“Risk FactorsRisks Relating to Doing Business in the PRCThe Opinions,

119、the Trial Measures,and the revisedProvisions recently issued by PRC authorities subject us to additional compliance requirements.”As of the date of this prospectus,neither we nor our subsidiaries have received any inquiry,notice,warning,or sanctions regarding our overseas listing from the CSRC or an

120、y other PRC governmental authorities.Since these statements and regulatory actions are newly published,however,official guidance and related implementation rules have not been issued.It is highly uncertain what the potential impact such modified or new laws and regulations will have on thedaily busi

121、ness operations of our subsidiaries,our ability to accept foreign investments,and our listing on a U.S.exchange.The SCNPC or PRC regulatory authorities may in the futurepromulgate laws,regulations,or implementing rules that require us and our subsidiaries to obtain regulatory approval from Chinese a

122、uthorities for listing in the U.S.If we do not receive ormaintain the approval,or inadvertently conclude that such approval is not required,or applicable laws,regulations,or interpretations change such that we are required to obtain approval in thefuture,we may be subject to an investigation by comp

123、etent regulators,fines or penalties,or an order prohibiting us from conducting an offering,and these risks could result in a material adversechange in our operations and the value of our Ordinary Shares,significantly limit or completely hinder our ability to offer or continue to offer securities to

124、investors,or cause such securities tosignificantly decline in value or become worthless.3 The same legal and operational risks associated with operations in China also apply to operations in Hong Kong.Hong Kong was established as a special administrative region of the PRC inaccordance with Article 3

125、1 of the Constitution of the PRC.The Basic Law was adopted and promulgated on April 4,1990 and became effective on July 1,1997,when the PRC resumed theexercise of sovereignty over Hong Kong.Pursuant to the Basic Law,Hong Kong is authorized by the National Peoples Congress of the PRC to exercise a hi

126、gh degree of autonomy and enjoyexecutive,legislative,and independent judicial power,under the principle of“one country,two systems,”and the PRC laws and regulations shall not be applied in Hong Kong except for thoselisted in Annex III of the Basic Law(which is confined to laws relating to national d

127、efense,foreign affairs,and other matters that are not within the scope of autonomy).However,there is noassurance that there will not be any changes in the economic,political,and legal environment in Hong Kong in the future.Due to the uncertainty of the PRC legal system and changes in laws,regulation

128、s,or policies,the Basic Law may be revised in the future and thus we may face the same legal and operational risks associated with operating in the PRC.If there is a significantchange to current political arrangements between mainland China and Hong Kong,or if the applicable laws,regulations,or inte

129、rpretations change,our Hong Kong subsidiaries,which includeHongkong Semidux and Delos HK,may become subject to PRC laws or authorities.As a result,our Hong Kong subsidiaries could incur material costs to ensure compliance,be subject to fines,experience devaluation of securities or delisting,no longe

130、r conduct offerings to foreign investors,and no longer be permitted to continue their current business operations.The main legislationin Hong Kong concerning data security is the PDPO,which regulates the collection,usage,storage,and transfer of personal data and imposes a statutory duty on data user

131、s to comply with thesix data protection principles contained therein.As of the date of this prospectus,we and each of our Hong Kong subsidiaries have complied with the laws and requirements in respect of datasecurity in Hong Kong.However,the laws on cybersecurity and data privacy are constantly evol

132、ving and can be subject to varying interpretations,resulting in uncertainties about the scope ofour responsibilities in that regard.Failure to comply with the cybersecurity and data privacy requirements in a timely manner,or at all,may subject us or our Hong Kong subsidiaries toconsequences,includin

133、g government enforcement actions and investigations,fines,penalties,and suspension or disruption of our Hong Kong subsidiaries operations.In addition,theCompetition Ordinance(Cap.619 of the Laws of Hong Kong)prohibits and deters undertakings in all sectors from adopting anti-competitive conduct whic

134、h has the object or effect ofpreventing,restricting,or distorting competition in Hong Kong.It provides for general prohibitions in three major areas of anti-competitive conduct described as the first conduct rule,thesecond conduct rule,and the merger rule.As of the date of this prospectus,we and our

135、 Hong Kong subsidiaries have complied with all three areas of anti-competition laws and requirements inHong Kong.Neither the data security nor antimonopoly laws and regulations in Hong Kong restrict our ability to accept foreign investment or impose limitations on our ability to list on anyU.S.stock

136、 exchange.See“Risk FactorsRisks Relating to Doing Business in the PRCSome of our subsidiaries are subject to various evolving Hong Kong laws and regulations regardingdata security or antimonopoly,which could subject them to government enforcement actions and investigations,fines,penalties,and suspen

137、sion or disruption of their operations.”In addition,our Ordinary Shares may be prohibited from trading on a national exchange under the HFCA Act if the PCAOB is unable to inspect our auditors for three consecutive yearsbeginning in 2022.On June 22,2021,the U.S.Senate passed the Accelerating Holding

138、Foreign Companies Accountable Act,and on December 29,2022,the Consolidated Appropriations Actwas signed into law by former President Biden,which contained,among other things,an identical provision to Accelerating Holding Foreign Companies Accountable Act,which reduces thenumber of consecutive non-in

139、spection years required for triggering the prohibitions under the HFCA Act from three years to two.On December 16,2021,the PCAOB issued a report on itsdeterminations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in

140、 Hong Kong,because of positions takenby PRC authorities in those jurisdictions.Our auditor is headquartered in Sugar Land,Texas,and has been inspected by the PCAOB on a regular basis,with the last inspection in 2022.ThePCAOB currently has access to inspect the working papers of our auditor and our a

141、uditor is not subject to the determinations announced by the PCAOB on December 16,2021.If trading in ourOrdinary Shares is prohibited under the HFCA Act in the future because the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time,Nasdaq may determineto delis

142、t our Ordinary Shares.On August 26,2022,the CSRC,the MOF,and the PCAOB signed the Protocol,governing inspections and investigations of accounting firms based in mainlandChina and Hong Kong,taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounti

143、ng firms headquartered in mainland China and HongKong.Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC,the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation andhas the unfettered ability to transfer information to the SEC.

144、On December 15,2022,the PCAOB Board determined that the PCAOB was able to secure complete access to inspect andinvestigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.However,should PRCauthorities ob

145、struct or otherwise fail to facilitate the PCAOBs access in the future,the PCAOB Board will consider the need to issue a new determination.See“Risk FactorsRisks Relating toDoing Business in the PRCRecent joint statement by the SEC and the PCAOB,rule changes by Nasdaq,and the HFCA Act all call for ad

146、ditional and more stringent criteria to be applied toemerging market companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.These developments could adduncertainties to our continued listing or future offerings of our securitie

147、s in the U.S.”Business Overview We are a holding company incorporated in the Cayman Islands and not a Chinese operating company.As a holding company with no material operation of our own,we conduct our operationsthrough the Operating Entity in China.The Operating Entity is a provider of products and

148、 services related to computing power.The Operating Entitys offerings encompass chips,customized servers and cloud gaming terminals,aswell as computing resource optimization software,technical and maintenance services,and server rentals.See“BusinessProducts and Services.”4 The Operating Entitys visio

149、n from inception has been to provide products covering the entire value chain of the computing power industry,which includes upstream chips,midstreamcustomized servers,and downstream cloud gaming terminals.Initially,the Operating Entity focused on customized servers due to limited funding,but as it

150、obtained more funding,the OperatingEntity has expanded its product line to include both upstream chips and downstream cloud gaming terminals.Upstream chips define the functions and performance of midstream and downstream products.Midstream server products provide computing power output,while downstr

151、eam cloud gamingterminal products cater to a broader range of end users and provide feedback data for optimizing the upstream products.Moreover,the functioning of cloud gaming terminals relies on supportfrom server computing power.See“Growth StrategiesInvest in Business Expansion.”Therefore,we belie

152、ve the sale of cloud gaming terminals will stimulate server sales,thus establishinga closed-loop industrial chain.The Operating Entity has developed its own optimization software,including the MAIJIE Centralized Control Management System(the“MAIJIE System”),a system for operation,maintenance,and rem

153、ote monitoring of servers,and the MAIJIE OS System(the“MAIJIE OS System”),a system to integrate and configure operating environments for different applicationscenarios as needed by customers.See“BusinessProducts and ServicesOptimization Software.”The Operating Entitys strong commitment to advanced r

154、esearch and development enables it to continuously innovate and create customized computing power chips with high performance andpower ratio at reasonable cost.The Operating Entity completed the tape-out of the Fan Xing 1.0 chip in February 2023.The Operating Entity will continue to devote significa

155、nt resources todesigning and tailoring its chips for use in multiple application scenarios,such as high-end cloud gaming,graphics processing units(“GPU”)rendering,cloud desktop,cloud workstation,cloudsupercomputing,and other application scenarios.Our total revenue decreased from$16.08 million for th

156、e six months ended September 30,2023 to$9.89 million for the six months ended September 30,2024 and increased from$9.5 millionfor the fiscal year ended March 31,2023 to$21.8 million for the fiscal year ended March 31,2024.We recognized net income of$0.54 million for the six months ended September 30

157、,2024,anet loss of$0.8 million for the fiscal year ended March 31,2023,and net income of$1.4 million for the fiscal year ended March 31,2024.Competitive Strengths We believe that the following strengths contribute to the Operating Entitys success and differentiate it from its competitors:integrated

158、R&D and market development teams that can rapidly respond to market demands;technology advantages based on strong intellectual property rights;and a product portfolio with a closed-loop industrial chain to capture market growth potential.Growth Strategies We intend to grow the Operating Entitys busi

159、ness using the following key strategies:attract and retain a talented and professional workforce;selectively pursue international expansion;strengthen and expand the application of the operating entitys products;and invest in business expansion.Corporate Information Our principal executive offices a

160、re located at 26/F,Holdfound Sky Plaza,No.11008 Beihuan Avenue,Nanshan District,Shenzhen,the Peoples Republic of China and our phone number is+86-0755-26654678.Our registered office in the Cayman Islands is located at the Office of Sertus Incorporation(Cayman)Limited,Sertus Chambers,Governors Square

161、,Suite#5-204,23 LimeTree Bay Avenue,P.O.Box 2547,Grand Cayman,KY1-1104,Cayman Islands,and the phone number of our registered office is+1(345)745-5100.We maintain a corporate website .The information contained in,or accessible from,our website or any other website does not constitute a part of this p

162、rospectus.Our agent for service of process in theUnited States is Cogency Global Inc.,located at 122 East 42nd Street,18th Floor,New York,NY 10168.5 Summary of Risk Factors Investing in our Ordinary Shares involves significant risks.You should carefully consider all of the information in this prospe

163、ctus before making an investment in our Ordinary Shares.Belowplease find a summary of the principal risks we face,organized under relevant headings.These risks are discussed more fully in the section titled“Risk Factors.”Risks Relating to Doing Business in the PRC(for a more detailed discussion,see“

164、Risk FactorsRisks Relating to Doing Business in the PRC”beginning on page 17 of this prospectus)We face risks and uncertainties relating to doing business in the PRC in general,including,but not limited to,the following:changes in Chinas economic,political,or social conditions or government policies

165、 could have a material adverse effect on our PRC subsidiaries business and operations(see page 17of this prospectus);uncertainties in the interpretation and enforcement of PRC laws and regulations and changes in policies,rules,and regulations in China,which may be quick with little advance notice,co

166、uld limit the legal protection available to you and us(see page 17 of this prospectus);you may experience difficulties in effecting service of legal process,enforcing foreign judgments,or bringing actions in China against us or our management named in this prospectusbased on foreign laws.It may also

167、 be difficult for you or overseas regulators to conduct investigations or collect evidence within China(see page 18 of this prospectus);given the Chinese governments significant oversight and discretion over the conduct of the PRC subsidiaries business,the Chinese government may intervene or influen

168、ce theiroperations at any time,which could result in a material change in the PRC subsidiaries operations and/or the value of our Ordinary Shares(see page 18 of this prospectus);any actions by the Chinese government,including any decision to intervene or influence the operations of the PRC subsidiar

169、ies or to exert control over any offering of securitiesconducted overseas and/or foreign investment in China-based issuers,may cause us to make material changes to the operations of the PRC subsidiaries,may limit or completely hinderour ability to offer or continue to offer securities to investors,a

170、nd may cause the value of such securities to significantly decline or be worthless(see page 19 of this prospectus);recent greater oversight by the CAC over data security,particularly for companies seeking to list on a foreign exchange,could adversely impact the PRC subsidiaries business and ouroffer

171、ing(see page 20 of this prospectus);the Opinions,the Trial Measures,and the revised Provisions recently issued by PRC authorities subject us to additional compliance requirements(see page 20 of this prospectus);recent joint statement by the SEC and the PCAOB,rule changes by Nasdaq,and the Holding Fo

172、reign Companies Accountable Act all call for additional and more stringent criteria to beapplied to emerging market companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.These developmentscould add uncertainties to our continu

173、ed listing or future offerings of our securities in the U.S.(see page 21 of this prospectus);to the extent cash or assets in the business are in the PRC/Hong Kong or a PRC/Hong Kong entity,the funds or assets may not be available to fund operations or for other use outside ofthe PRC/Hong Kong due to

174、 interventions in or the imposition of restrictions and limitations on the ability of our Company or our subsidiaries by the PRC government to transfer cashor assets(see page 22 of this prospectus);increases in labor costs in the PRC may adversely affect the Operating Entitys business and profitabil

175、ity(see page 23 of this prospectus);PRC regulations relating to offshore investment activities by PRC residents may subject our PRC resident beneficial owners or the PRC subsidiaries to liability or penalties,limit ourability to inject capital into the PRC subsidiaries,limit the PRC subsidiaries abi

176、lity to increase their registered capital or distribute profits to us,or may otherwise adversely affect us(see page 24 of this prospectus);6 PRC regulation of parent/subsidiary loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using the proceeds o

177、f offshore offeringsto make loans or additional capital contributions to the PRC subsidiaries,which could materially and adversely affect their liquidity and their ability to fund and expand their business(see page 24 of this prospectus);fluctuations in exchange rates could have a material and adver

178、se effect on our results of operations and the value of your investment(see page 25 of this prospectus);under the PRC Enterprise Income Tax Law,we may be classified as a PRC“resident enterprise”for PRC enterprise income tax purposes.Such classification would likely result inunfavorable tax consequen

179、ces to us and our non-PRC shareholders and have a material adverse effect on our results of operations and the value of your investment(see page 26 of thisprospectus);we face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding compa

180、nies(see page 26 of this prospectus);the PRC subsidiaries are subject to restrictions on paying dividends or making other payments to us,which may have a material adverse effect on our ability to conduct our business(see page 27 of this prospectus);governmental control of currency conversion may aff

181、ect the value of your investment and our payment of dividends(see page 27 of this prospectus);there are significant uncertainties under the EIT Law relating to the withholding tax liabilities of the PRC subsidiaries,and dividends payable by our PRC subsidiaries to our offshoresubsidiaries may not qu

182、alify to enjoy certain treaty benefits(see page 28 of this prospectus);if we become directly subject to the scrutiny,criticism,and negative publicity involving U.S.-listed Chinese companies,we may have to expend significant resources to investigate andresolve the matter which could harm our business

183、 operations,stock price,and reputation(see page 28 of this prospectus);the approval of the CSRC may be required in connection with this offering under a regulation adopted in August 2006,and,if required,we cannot assure you that we will be able toobtain such approval,in which case we may face sancti

184、ons by the CSRC or other PRC regulatory agencies for failure to seek the CSRC approval for this offering under such regulation(see page 29 of this prospectus);the M&A Rules and certain other PRC regulations establish complex procedures for certain acquisitions of Chinese companies by foreign investo

185、rs,which could make it more difficultfor us to pursue growth through acquisitions in China(see page 29 of this prospectus);and Chinese regulatory authorities could disallow our holding company structure,which may result in a material change in our operations and/or a material change in the value of

186、thesecurities we are registering for sale,including that it could cause the value of such securities to significantly decline or become worthless(see page 30 of this prospectus).Risks Relating to Our Business and Industry(for a more detailed discussion,see“Risk FactorsRisks Related to Our Business”b

187、eginning on page 31 of this prospectus)Risks and uncertainties related to our business include,but are not limited to,the following:the market for the Operating Entitys products is developing and may not develop as we expect(see page 31 of this prospectus);the Operating Entitys operating results may

188、 fluctuate significantly,which makes its future operating results difficult to predict and could cause its operating results to fall below ourexpectations or guidance(see page 31 of this prospectus);the Operating Entitys products are subject to competition,including competition from established comp

189、etitors and new market entrants(see page 31 of this prospectus);7 new entrants and the exiting competitors in the Operating Entitys markets may harm its competitive position(see page 32 of this prospectus);if we are unable to manage our growth and expand our operations successfully,our business and

190、operating results will be harmed and our reputation may be damaged(see page 32 ofthis prospectus);our future success depends on the Operating Entitys ability to develop and successfully introduce new and enhanced products that meet the needs of its customers(see page 32 of thisprospectus);some aspec

191、ts of the Operating Entitys products under development incorporate open-source AI technology,and its use of open-source AI technology may negatively affect its business,results of operations,financial condition,and prospects(see page 32 of this prospectus);if the Operating Entity fails to achieve de

192、sign wins for its products,its business will be harmed(see page 33 of this prospectus);if we cannot retain,attract,and motivate key personnel,we may be unable to effectively implement our business plan(see page 33 of this prospectus);if the Operating Entity is unable to protect its proprietary desig

193、n and intellectual property rights,its competitive position could be harmed or it could be required to incur significantexpenses to enforce its rights(see page 33 of this prospectus);if the Operating Entity sustains cyber-attacks or other privacy or data security incidents that result in security br

194、eaches,it could be subject to increased costs,liabilities,reputationalharm,or other negative consequences.(see page 34 of this prospectus);the Operating Entitys failure to conduct research and development could render our technologies obsolete and may adversely affect its business,financial conditio

195、n,and results ofoperations(see page 35 of this prospectus);the Operating Entity depends on a limited number of customers,and if it loses any of these customers or if it is unable to replace the revenue through the sale of its products toadditional customers,its financial condition and results from o

196、perations would be materially and adversely affected(see page 36 of this prospectus);the Operating Entitys dependence on a limited number of suppliers for a substantial majority of the components necessary in its products could prevent it from delivering its productsin a timely manner to its custome

197、rs in the required quantities,which could result in order cancellations,decreased revenue,and loss of market share(see page 37 of this prospectus);the Operating Entity has engaged in transactions with related parties,and such transactions present possible conflicts of interest that could have an adv

198、erse effect on its business andresults of operations(see page 37 of this prospectus);and the Operating Entitys current insurance policies may not provide adequate levels of coverage against all claims and it may incur losses that are not covered by its insurance(seepage 37 of this prospectus).Risks

199、Relating to this Offering and the Trading Market(for a more detailed discussion,see“Risk FactorsRisks Relating to this Offering and the Trading Market”beginning on page 37 of thisprospectus)In addition to the risks described above,we are subject to general risks and uncertainties relating to this of

200、fering and the trading market,including,but not limited to,the following:there has been no public market for our Ordinary Shares prior to this offering,and you may not be able to resell our Ordinary Shares at or above the price you pay for them,or at all(see page 37 of this prospectus);the initial p

201、ublic offering price for our Ordinary Shares may not be indicative of prices that will prevail in the trading market and such market prices may be volatile(see page 37 of thisprospectus);you will experience immediate and substantial dilution in the net tangible book value of Ordinary Shares purchase

202、d(see page 37 of this prospectus);if we fail to implement and maintain an effective system of internal controls or fail to remediate the material weaknesses in our internal control over financial reporting that have beenidentified,we may fail to meet our reporting obligations or be unable to accurat

203、ely report our results of operations or prevent fraud,and investor confidence and the market price of ourOrdinary Shares may be materially and adversely affected(see page 38 of this prospectus);we will incur substantial increased costs as a result of being a public company(see page 38 of this prospe

204、ctus);substantial future sales of our Ordinary Shares or the anticipation of future sales of our Ordinary Shares in the public market could cause the price of our Ordinary Shares to decline(see page 39 of this prospectus);we do not intend to pay dividends for the foreseeable future(see page 39 of th

205、is prospectus);8 if securities or industry analysts do not publish research or reports about our business,or if they publish a negative report regarding our Ordinary Shares,the price of our OrdinaryShares and trading volume could decline(see page 39 of this prospectus);the market price of our Ordina

206、ry Shares may be volatile or may decline regardless of our operating performance,and you may not be able to resell your shares at or above the initialpublic offering price(see page 39 of this prospectus);the price of our Ordinary Shares could be subject to rapid and substantial volatility(see page 4

207、0 of this prospectus);our management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may not enhance our results of operations or the price ofour Ordinary Shares(see page 40 of this prospectus);if we cease to qualify as a foreign private is

208、suer,we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S.domestic issuers,and wewould incur significant additional legal,accounting and other expenses that we would not incur as a foreign private issuer(see page 41 of this prospectus);because we

209、 are a foreign private issuer and intend to take advantage of exemptions from certain Nasdaq corporate governance standards applicable to U.S.issuers,you will have lessprotection than you would have if we were a domestic issuer(see page 41 of this prospectus);and if we cannot continue to satisfy the

210、 listing requirements and other rules of Nasdaq,our securities may be delisted,which could negatively impact the price of our securities and yourability to sell them(see page 41 of this prospectus).COVID-19 Impact The COVID-19 pandemic led governments across the globe to impose a series of measures

211、intended to contain its spread,including border closures,travel bans,quarantine measures,socialdistancing,and restrictions on business operations and large gatherings.From 2020 to the middle of 2022,COVID-19 vaccination programs were greatly promoted around the globe,but severaltypes of COVID-19 var

212、iants emerged in different parts of the world and caused temporary lockdowns.Restrictions were re-imposed from time to time in certain cities to combat sporadicoutbreaks of COVID-19 in the PRC.For example,in early 2022,the Omicron variant of COVID-19 was identified in China,especially in Shenzhen,Sh

213、anghai,Jilin Province,and Beijing,where strict lockdowns were imposed.Due to the rapidly expanding nature of COVID-19 pandemic,and because substantially all of the Operating Entitys business operations and workforce are concentrated in the PRC,theCOVID-19 pandemic adversely affected the Operating En

214、titys business,results of operations,and financial condition in 2022.See“Managements Discussion and Analysis of FinancialCondition and Results of OperationsCOVID-19 Pandemic Affecting Our Results of Operations.”However,in December 2022,the Chinese government unveiled a series of new COVID-related po

215、licies to loosen its zero-COVID policy,and uplifted the existing prevention and control measures that were in place for the COVID-19 pandemic.On December 26,2022,ChinasNational Health Commission announced that the COVID-19 infections would not be subject to the prevention and control measures of a C

216、lass A infectious disease,which means that COVID-19infections would no longer be included in the administration of quarantinable infectious diseases.Starting from January 8,2023,among other changes,China no longer conducts nucleic acidtests and centralized quarantine for all inbound travelers,and me

217、asures to control the number of international passenger flights have been lifted.The COVID-19 pandemic did not impact theOperating Entitys operation results for the fiscal year ended March 31,2024 and the six months ended September 30,2024.Nevertheless,there remain uncertainties surrounding the brea

218、dthand duration of general business disruptions related to the COVID-19 pandemic,as well as its impact on the Chinese economy.Given the dynamic nature of these circumstances,should there beresurgence of COVID-19 cases globally and should the Chinese government implement new restrictions to contain t

219、he spread,the Operating Entitys business would be negatively impacted.9 Permissions or Approval Required from the PRC Authorities for Our Operating and Offering Our PRC legal counsel,Dacheng,has advised us that,in order to operate our business activities as currently conducted in China,the PRC subsi

220、diaries are required to obtain business licensesfrom the State Administration for Market Regulation(“SAMR”).As of the date of this prospectus,as confirmed by Dacheng,our PRC legal counsel each of our PRC subsidiaries has obtained avalid business license from the SAMR and no application for any such

221、license has been denied.However,it is uncertain whether we or our PRC subsidiaries will be required to obtain additionalapprovals,licenses,or permits in connection with our business operations pursuant to evolving PRC laws and regulations,and whether we would be able to obtain and renew such approva

222、ls ona timely basis or at all.Failing to do so could result in a material change in our operations,and the value of our Ordinary Shares could depreciate significantly or become worthless.As of thedate of this prospectus,our PRC legal counsel,Dacheng,has advised us that neither we nor any of the PRC

223、subsidiaries(1)is subject to approval requirements from the CSRC,the CAC,or anyother entity to approve our operations,and(2)has been denied such permissions by any PRC authorities.However,the General Office of the Central Committee of the Communist Party of China and the General Office of the State

224、Council jointly issued the“Opinions on Severely Cracking Downon Illegal Securities Activities According to Law,”or the“Opinions,”which were made available to the public on July 6,2021.The Opinions emphasized the need to strengthen theadministration over illegal securities activities and the need to

225、strengthen the supervision over overseas listings by Chinese companies.These opinions proposed to take effective measures,suchas promoting the construction of relevant regulatory systems,to deal with the risks and incidents facing China-concept overseas-listed companies and the demand for cybersecur

226、ity and dataprivacy protection.On February 17,2023,the CSRC promulgated the Trial Measures and five supporting guidelines,which came into effective on March 31,2023(Beijing Time).Pursuant tothe Trial Measures,domestic companies that seek to offer or list securities overseas,both directly and indirec

227、tly,shall complete filing procedures with the CSRC pursuant to the requirements ofthe Trial Measures within three working days following its submission of initial public offerings or listing application.If a domestic company fails to complete required filing procedures orconceals any material fact o

228、r falsifies any major content in its filing documents,such domestic company may be subject to administrative penalties,such as an order to rectify,warnings,fines,and its controlling shareholders,actual controllers,the person directly in charge and other directly liable persons may also be subject to

229、 administrative penalties,such as warnings and fines.Based on the foregoing,we are required to file with the CSRC for this offering pursuant to the Trial Measures within three working days following our submission of an initial public offering orlisting application.On June 9,2023,we filed with the C

230、SRC for this offering.On August 21,2023,we received an inquiry from the CSRC regarding this offering,and we submitted ourresponses to the CSRC on October 10,2023,December 15,2023,and December 29,2023.On January 10,2024,we received another inquiry from the CSRC regarding this offering,and wesubmitted

231、 our response to the CSRC on January 27,2024.We continue to communicate with the CSRC on the filing and have not received any additional inquiries as of the date of thisprospectus.See“RegulationsRegulations Relating to Overseas Listing”and“Risk FactorsThe Opinions,the Trial Measures,and the revised

232、Provisions recently issued by PRC authoritiessubject us to additional compliance requirements.”On February 24,2023,the CSRC,together with the MOF,the National Administration of State Secrets Protection,and the National Archives Administration of China,revised the Provisions onStrengthening Confident

233、iality and Archives Administration for Overseas Securities Offering and Listing,which were issued by the CSRC and National Administration of State SecretsProtection and National Archives Administration of China in 2009,or the“Provisions.”The revised Provisions were issued under the title the“Provisi

234、ons on Strengthening Confidentiality andArchives Administration of Overseas Securities Offering and Listing by Domestic Companies,”and came into effect on March 31,2023 together with the Trial Measures.One of the majorrevisions to the revised Provisions is expanding their application to cover indire

235、ct overseas offering and listing,as is consistent with the Trial Measures.The revised Provisions require that,among other things,(a)a domestic company that plans to,either directly or indirectly through its overseas listed entity,publicly disclose or provide to relevant individuals or entities,inclu

236、dingsecurities companies,securities service providers,and overseas regulators,any documents and materials that contain state secrets or working secrets of government agencies,shall first obtainapproval from competent authorities according to law,and file with the secrecy administrative department at

237、 the same level;and(b)a domestic company that plans to,either directly orindirectly through its overseas listed entity,publicly disclose or provide to relevant individuals and entities,including securities companies,securities service providers,and overseas regulators,any other documents and materia

238、ls that,if leaked,will be detrimental to national security or public interest,shall strictly fulfill relevant procedures stipulated by applicable national regulations.Any failure or perceived failure by our Company,or our PRC subsidiaries to comply with the above confidentiality and archives adminis

239、tration requirements under the revised Provisions andother PRC laws and regulations may result in the relevant entities being held legally liable by competent authorities,and referred to the judicial organ to be investigated for criminal liability ifsuspected of committing a crime.As there are still

240、 uncertainties regarding the interpretation and implementation of such regulatory guidance,we cannot assure you that we will be able to comply with new regulatoryrequirements relating to our listing on Nasdaq and our future overseas capital-raising activities and we may become subject to more string

241、ent requirements with respect to matters such as cross-border investigation,data privacy,and enforcement of legal claims.See“Risk FactorsRisks Relating to Doing Business in the PRCThe Opinions,the Trial Measures,and the revisedProvisions recently issued by PRC authorities subject us to additional co

242、mpliance requirements.”10 Notwithstanding the foregoing,as of the date of this prospectus,we have not received any inquiry,notice,warning,sanction,or any regulatory objection to this offering from the CSRC,theCAC,or any other PRC authorities that have jurisdiction over our operations.The Cybersecuri

243、ty Review Measures,which became effective on February 15,2022,provide that,in addition to CIIOs that intend to purchase Internet products and services,online platformoperators engaging in data processing activities that affect or may affect national security must be subject to cybersecurity review b

244、y the Cybersecurity Review Office of the PRC.According tothe Cybersecurity Review Measures,a cybersecurity review assesses potential national security risks that may be brought about by any procurement,data processing,or overseas listing.TheCybersecurity Review Measures further require that CIIOs an

245、d data processing operators that possess personal data of at least one million users must apply for a review by the CybersecurityReview Office of the PRC before conducting listings in foreign countries.As of the date of this prospectus,we have not received any notice from any authorities identifying

246、 any of our PRCsubsidiaries as a CIIO or requiring us to go through cybersecurity review or network data security review by the CAC.As confirmed by our PRC counsel,Dacheng,we are not subject tocybersecurity review by the CAC under the Cybersecurity Review Measures,because our PRC subsidiaries are no

247、t CIIOs or online platform operators with personal information of more thanone million users.We are also not subject to national security review by the relevant authorities under the Regulation on Network Data Security Management,because we currently do notconduct data activities that may affect nat

248、ional security.There remains uncertainty,however,as to how the Cybersecurity Review Measures will be interpreted or implemented and whether thePRC over data security,particularly for companies seeking to list on a foreign exchange,could adversely impact our PRC subsidiaries business and our offering

249、.To operate business activities in Hong Kong,every company must register its business with the Business Registration Office of the Inland Revenue Department in Hong Kong and make anapplication for business registration within one month of commencement of business.Any person who fails to comply is su

250、bject to a maximum fine of HK$5,000 and one year of imprisonment.As of the date of this prospectus,each of our Hong Kong subsidiaries has obtained a valid business registration certificate.There is no statutory or mandatory permission or regulatory approvalrequired for the provision of customized se

251、rvers and ancillary software and services in Hong Kong.As of the date of this prospectus,neither we nor our Hong Kong subsidiaries are required toobtain(i)any permission or approval from Hong Kong authorities to offer the securities being registered to foreign investors outside Hong Kong,or(ii)any p

252、ermission or approval from HongKong authorities to operate their business except for the aforementioned business registration certificates.However,it is uncertain whether we or our Hong Kong subsidiaries will be required toobtain additional permissions or approval from Hong Kong authorities to opera

253、te business or offer securities to foreign investors in the future,and whether we would be able to obtain suchpermissions or approvals.If we are unable to obtain such permissions or approvals if required in the future because applicable laws,regulations,or interpretations change,or inadvertentlyconc

254、lude that such permissions or approvals are not required,then the value of our Ordinary Shares may depreciate significantly or become worthless.Asset Transfers Between Our Company and Our Subsidiaries As of the date of this prospectus,no cash transfer or transfer of other assets has occurred between

255、 our Company and our subsidiaries.We have established controls and procedures for cash flowswithin our organization based on internal cash management policies established by our finance department,discussed,considered,and reviewed by the relevant departments in our Company,and approved by our Chairm

256、an of the Board of Directors.Specifically,our finance department supervises cash management,following the instructions of our management.Our financedepartment is responsible for establishing our cash operation plan and coordinating cash management matters among our subsidiaries and departments.Each

257、subsidiary and department initiate acash request by putting forward a cash demand plan,which explains the specific amount and timing of cash requested,and submitting it to our finance department.The finance departmentreviews the cash demand plan and prepares a summary for the management of our Compa

258、ny.Management examines and approves the allocation of cash based on the sources of cash and thepriorities of the needs.Other than the above,we currently do not have other cash management policies or procedures that dictate how funds are transferred.Dividends or Distributions Made to Our Company and

259、U.S.Investors and Tax Consequences As of the date of this prospectus,none of our subsidiaries have made any dividends or distributions to our Company and our Company has not made any dividends or distributions to ourshareholders.We intend to keep any future earnings to finance the expansion of our b

260、usiness,and we do not anticipate that any cash dividends will be paid in the foreseeable future.Subject tothe passive foreign investment company(“PFIC”)rules,the gross amount of distributions we make to investors with respect to our Ordinary Shares(including the amount of any taxes withheldtherefrom

261、)will be taxable as a dividend,to the extent that the distribution is paid out of our current or accumulated earnings and profits,as determined under U.S.federal income tax principles.11 Under the Cayman Islands law,a Cayman Islands company may pay a dividend on its shares out of either profit or sh

262、are premium amount,provided that in no circumstances may a dividend bepaid out of share premium if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business.If we determine to pay dividends on any of our Ordinary Shares in the future,as a hold

263、ing company,we will be dependent on the receipt of funds from our Hong Kong subsidiary,HongkongSemidux.However,as the PRC government imposes control over currency conversion,it has the authority to conduct exchange transfer reviews,which may impose certain limitations on ourability to transfer cash

264、between our Company,our subsidiaries,and our investors,primarily reflected in the following aspects:(i)we are restricted from injecting capital or providing loans toour PRC subsidiaries,which may adversely affect the operations of our PRC subsidiaries;(ii)our PRC subsidiaries may be restricted from

265、paying dividends to us;and(iii)if we are unable toobtain dividends from our PRC subsidiaries,it may adversely impact our dividends distribution to investors.See“Summary of Risk Factors,”“Risk FactorsRisks Relating to Doing Businessin the PRCPRC regulations relating to offshore investment activities

266、by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liability or penalties,limitour ability to inject capital into our PRC subsidiaries,limit our PRC subsidiaries ability to increase their registered capital or distribute profits to us,or may otherwise adversel

267、y affect us,”“Risk Factors Risks Relating to Doing Business in the PRCPRC regulation of parent/subsidiary loans and direct investment by offshore holding companies to PRC entities may delay orprevent us from using the proceeds of offshore offerings to make loans or additional capital contributions t

268、o our PRC subsidiaries,which could materially and adversely affect their liquidity andtheir ability to fund and expand their business,”and“Risk FactorsRisks Relating to Doing Business in the PRCGovernmental control of currency conversion may affect the value of yourinvestment and our payment of Divi

269、dends.”Further,to the extent cash or assets in the business are in the PRC/Hong Kong or a PRC/Hong Kong entity,the funds or assets may not be availableto fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations on the abi

270、lity of our Company or our subsidiaries bythe PRC government to transfer cash or assets.There is no assurance the PRC government will not intervene in or impose restrictions on the ability of our Company or our subsidiaries totransfer cash or assets.See“Risk FactorsRisks Relating to Doing Business i

271、n the PRCTo the extent cash or assets in the business are in the PRC/Hong Kong or a PRC/Hong Kong entity,the funds or assets may not be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations on the abilityo

272、f our Company or our subsidiaries by the PRC government to transfer cash or assets.”Current PRC regulations permit Shenzhen Semimeta to pay dividends to Hongkong Semidux only out of its accumulated profits,if any,determined in accordance with Chinese accountingstandards and regulations.The PRC gover

273、nment also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC.For instance,theCircular on Promoting the Reform of Foreign Exchange Management and Improving Authenticity and Compliance Review,or“SAFE Circular 3,”issued on January 26,2017,

274、provides thatbanks shall,when dealing with dividend remittance transactions from a domestic enterprise to its offshore shareholders of more than$50,000,review the relevant board resolutions,original taxfiling form,and audited financial statements of such domestic enterprise based on the principle of

275、 genuine transaction.Furthermore,if Shenzhen Semimeta and its subsidiary,ShenzhenSemidux,incur debt on their own in the future,the instruments governing the debt may restrict their ability to pay dividends or make other payments.If we or our PRC subsidiaries are unable toreceive all of the revenue f

276、rom its operations,we may be unable to pay dividends on our Ordinary Shares.Cash dividends,if any,on our Ordinary Shares will be paid in U.S.dollars.Hongkong Semidux may be considered a non-resident enterprise for tax purposes,so that any dividends ShenzhenSemimeta pays to Hongkong Semidux may be re

277、garded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10%.See“Material Income TaxConsiderationPeoples Republic of China Enterprise Taxation in Mainland China.”In order for us to pay dividends to our shareholders,we will rely on payments receipt of fu

278、nds from our Hong Kong subsidiary,Hongkong Semidux,as dividends.Hongkong Semidux will relyon payments made from Shenzhen Semimeta,which will in turn rely on payments made from Shenzhen Semidux.Shenzhen Semidux will rely on its operating profit and payments from DelosHK,Maijie Shenzhen,and Shenzhen S

279、ilicon as dividends.If Shenzhen Semimeta and its subsidiaries,Shenzhen Semidux,Delos HK,Maijie Shenzhen,and Shenzhen Silicon incur debt on theirown behalf in the future,the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us.12 Pursuant to the

280、 Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income(the“Double TaxAvoidance Arrangement”),the 10%withholding tax rate may be lowered to 5%if a Hong Kong resident enterprise owns no less than 25%of a PRC pr

281、oject.The 5%withholding tax rate,however,does not automatically apply and certain requirements must be satisfied,including without limitation that(a)the Hong Kong project must be the beneficial owner of the relevantdividends;and(b)the Hong Kong project must directly hold no less than 25%share owners

282、hip in the PRC project during the 12 consecutive months preceding its receipt of the dividends.Incurrent practice,a Hong Kong project must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5%lower PRC withholding tax rate.As the Hong Kong taxauthority will issue suc

283、h a tax resident certificate on a case-by-case basis,we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong taxauthority and enjoy the preferential withholding tax rate of 5%under the Double Taxation Arrangement with respect to any dividends paid

284、 by Shenzhen Semimeta to their immediate holdingcompany,Hongkong Semidux.As of the date of this prospectus,we have not applied for the tax resident certificate from the relevant Hong Kong tax authority.Hongkong Semidux intends toapply for the tax resident certificate if and when Shenzhen Semimeta pl

285、ans to declare and pay dividends to Hongkong Semidux.See“Risk FactorsRisks Relating to Doing Business in thePRC There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our PRC subsidiary,and dividends payable by our PRC subsidiaries to our offshoresubsidi

286、aries may not qualify to enjoy certain treaty benefits.”Implications of Being an“Emerging Growth Company”As a company with less than$1.235 billion in revenue during our last fiscal year,we qualify as an“emerging growth company”as defined in the Jumpstart Our Business Startups Act of 2012,or the“JOBS

287、 Act.”An“emerging growth company”may take advantage of reduced reporting requirements that are otherwise applicable to larger public companies.In particular,as anemerging growth company,we:may present only two years of audited financial statements and only two years of related Managements Discussion

288、 and Analysis of Financial Condition and Results of Operations;are not required to provide a detailed narrative disclosure discussing our compensation principles,objectives and elements and analyzing how those elements fit with our principles andobjectives,which is commonly referred to as“compensati

289、on discussion and analysis”;are not required to obtain an attestation and report from our auditors on our managements assessment of our internal control over financial reporting pursuant to the Sarbanes-OxleyAct of 2002;are not required to obtain a non-binding advisory vote from our shareholders on

290、executive compensation or golden parachute arrangements(commonly referred to as the“say-on-pay,”“say-on frequency,”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;are eligible t

291、o claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act;and will not be required to conduct an evaluation of our internal control over financial reporting until our second annual report on Form 20-F following the effectiveness of ou

292、r initial publicoffering.We intend to take advantage of the above-described reduced reporting requirements and exemptions,including the longer phase-in periods for the adoption of new or revised financialaccounting standards under 107 of the JOBS Act until we no longer meet the definition of an emer

293、ging growth company.Our election to use the phase-in periods may make it difficult tocompare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under 107 of the JOBS Act.The JOBS Act provides that we woul

294、d cease to be an“emerging growth company”at the end of the fiscal year in which the fifth anniversary of our initial sale of common equity pursuant to aregistration statement declared effective under the Securities Act occurred,if we have more than$1.235 billion in annual revenue,have more than$700

295、million in market value of our OrdinaryShares held by non-affiliates,or issue more than$1 billion in principal amount of non-convertible debt over a three-year period.13 Controlled Company Upon completion of this offering,Zhiwen Shen,our CEO and chairman of the board of directors,will hold approxima

296、tely%of the aggregate voting power of our issued and outstandingOrdinary Shares assuming no exercise of the over-allotment option,or%assuming full exercise of the over-allotment option.As a result,we will be deemed to be a“controlled company”forthe purpose of the Nasdaq Listing Rules.As a controlled

297、 company,we are permitted to elect to rely on certain exemptions from the obligations to comply with certain corporate governancerequirements,including:the requirement that our director nominees be selected or recommended solely by independent directors;and the requirement that we have a nominating

298、and corporate governance committee and a compensation committee that are composed entirely of independent directors with a writtencharter addressing the purposes and responsibilities of the committees.Although we do not intend to rely on the controlled company exemptions under the Nasdaq Listing Rul

299、es even if we are deemed to be a controlled company,we could elect to rely on theseexemptions in the future,and if so,you would not have the same protection afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.Foreign Private Issuer Status

300、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 provisionsapplicable to United States domestic public companies.For example:we are not required to provide as many Exchange Act r

301、eports,or as frequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our home countrys requirements,which are less rigorous than the rules that apply to domestic public companies;we are not required to provide the same level of disclosure on certain issue

302、s,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents,or authorizations

303、in respect of a security registered under theExchange Act;and we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insiderliability for profits realized from any“short-swing”tradin

304、g transaction.14 THE OFFERING Ordinary Shares offered by us Ordinary Shares Price per Ordinary Share We currently estimate that the initial public offering price will be in the range of$to$per Ordinary Share.Ordinary Shares outstanding prior to completion of thisoffering 1,000,000 Ordinary Shares Or

305、dinary Shares outstanding immediately after thisoffering Ordinary Shares assuming no exercise of the underwriters over-allotment option Ordinary Shares assuming full exercise of the underwriters over-allotment option Listing We have applied to have our Ordinary Shares listed on Nasdaq.At this time,N

306、asdaq has not yet approved our application to listour Ordinary Shares.The closing of this offering is conditioned upon Nasdaqs final approval of our listing application,andthere is no guarantee or assurance that our Ordinary Shares will be approved for listing on Nasdaq.Ticker symbol“JIE”Transfer Ag

307、ent Transhare Corporation Over-allotment Option We have granted to the underwriters an option,exercisable within 45 days from the date of this prospectus,to purchase up to anaggregate of additional Ordinary Shares.Use of proceeds We intend to use the proceeds from this offering to tape-out and mass

308、produce self-developed chips,and mass produceMetaBox,develop domestic and international markets,invest in technology research and development,establish new overseassubsidiaries,and invest in related industries,although we have not yet identified nor entered into preliminary negotiations withany spec

309、ific acquisition target and do not have any agreements for acquisitions or investments as of the date of this prospectus.See“Use of Proceeds”on page 46 for more information.Lock-up We have agreed that,without the prior written consent of the Representative,we will not,during the engagement period of

310、 theRepresentative and additionally for a period of 180 days after the date of the prospectus,(i)offer,pledge,sell,contract to sell,sell any option or contract to purchase,purchase any option or contract to sell,grant any option,right,or warrant to purchase,lend,or otherwise transfer or dispose of,d

311、irectly or indirectly,any of our Ordinary Shares or any securities that are convertibleinto or exercisable or exchangeable for our Ordinary Shares,(ii)file or cause to be filed any registration statement with theSEC relating to the offering of any Ordinary Shares or any securities convertible into o

312、r exercisable or exchangeable forOrdinary Shares,or(iii)complete any offering of our debt securities,other than entering into a line of credit with a traditionalbank,or(iv)enter into any swap or other arrangement that transfers to another,in whole or in part,any of the economicconsequences of owners

313、hip of our capital shares,whether any such transaction described in clause(i),(ii),(iii),or(iv)above isto be settled by delivery of shares of our Company or such other securities,in cash or otherwise.Furthermore,all of ourdirectors and officers and our principal shareholders(5%or more shareholders)a

314、s of the date of the prospectus have agreedwith the underwriters,subject to certain exceptions,not to offer,pledge,sell,contract to sell,sell any option or contract topurchase,purchase any option or contract to sell,grant any option,right or warrant to purchase,lend or otherwise transfer,ordispose o

315、f,directly or indirectly,any of our Ordinary Shares or securities convertible into or exercisable or exchangeable forour Ordinary Shares for a period of 180 days after the date of this prospectus.See“UnderwritingLock-up Agreements”formore information.15 Risk factors The Ordinary Shares offered hereb

316、y involve a high degree of risk.You should read“Risk Factors,”beginning on page 17 for adiscussion of factors to consider before deciding to invest in our Ordinary Shares.16 RISK FACTORS An investment in our Ordinary Shares involves a high degree of risk.Before deciding whether to invest in our Ordi

317、nary Shares,you should consider carefully the risks described below,togetherwith 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 re

318、lated notes.If any of these risks actually occurs,our business,financial condition,results of operations,or cash flow could be materially and adverselyaffected,which could cause the trading price of our Ordinary Shares to decline,resulting in a loss of all or part of your investment.The risks descri

319、bed below and discussed in other parts ofthis prospectus are not the only ones that we face.Additional risks not presently known to us or that we currently deem immaterial may also affect our business.You should only considerinvesting in our Ordinary Shares if you can bear the risk of loss of your e

320、ntire investment.Risks Relating to Doing Business in the PRC Changes in Chinas economic,political,or social conditions or government policies could have a material adverse effect on our PRC subsidiaries business and operations.Substantially all of our PRC subsidiaries assets and operations are curre

321、ntly located in China.Accordingly,their business,financial condition,results of operations,and prospects may beinfluenced to a significant degree by political,economic,and social conditions in China generally.The Chinese economy differs from the economies of most developed countries in manyrespects,

322、including the level of government involvement,level of development,growth rate,control of foreign exchange,and allocation of resources.Although the Chinese government hasimplemented measures emphasizing the utilization of market forces for economic reform,including the reduction of state ownership o

323、f productive assets and the establishment of improvedcorporate governance in business enterprises,a substantial portion of productive assets in China is still owned by the government.In addition,the Chinese government continues to play asignificant role in regulating industry development by imposing

324、 industrial policies.The Chinese government also exercises significant control over Chinas economic growth by allocatingresources,controlling payment of foreign currency-denominated obligations,setting monetary policy,and providing preferential treatment to particular industries or companies.While t

325、he Chinese economy has experienced significant growth over the past decades,growth has been uneven,both geographically and among various sectors of the economy.Any adversechanges in economic conditions in China,in the policies of the Chinese government,or in the laws and regulations in China could h

326、ave a material adverse effect on the overall economic growthof China.Such developments could adversely affect our PRC subsidiaries business and operating results,reduce demand for their products,and weaken their competitive position.The Chinesegovernment has implemented various measures to encourage

327、 economic growth and guide the allocation of resources.Some of these measures may benefit the overall Chinese economy,but mayhave a negative effect on our PRC subsidiaries.For example,our PRC subsidiaries financial condition and results of operations may be adversely affected by government control o

328、ver capitalinvestments or changes in tax regulations.In addition,in the past the Chinese government has implemented certain measures,including interest rate adjustments,to control the pace of economicgrowth.These measures may cause decreased economic activities in China,which may adversely affect th

329、e PRC subsidiaries business and operating results.Furthermore,our Company,our PRC subsidiaries,and our investors may face uncertainty about future actions by the government of China that could significantly affect the PRC subsidiariesfinancial performance and operations.As of the date of this prospe

330、ctus,neither our Company nor the PRC subsidiaries have received or were denied permission from Chinese authorities to liston U.S.exchanges.However,there is no guarantee that our Company or the PRC subsidiaries will receive or not be denied permission from Chinese authorities to list on U.S.exchanges

331、 in thefuture.Uncertainties in the interpretation and enforcement of PRC laws and regulations and changes in policies,rules,and regulations in China,which may be quick with little advance notice,could limit the legal protection available to you and us.The PRC legal system is based on written statute

332、s.Unlike common law systems,it is a system in which legal cases have limited value as precedents.In the late 1970s,the PRC governmentbegan to promulgate a comprehensive system of laws and regulations governing economic matters in general.The legislation over the past three decades has significantly

333、increased theprotection afforded to various forms of foreign or private-sector investment in China.The PRC subsidiaries are subject to various PRC laws and regulations generally applicable to companies inChina.Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve,and due to the limited volume of published cases and their non-binding nature,interpr