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1、2025/5/20 10:33sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htmhttps:/www.sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htm1/66S-1/A 1 ea0242536-s1a2_smartpowerr.htm AMENDMENT NO.2 TO FORM S-1As filed with the Securities and Exch

2、ange Commission on May 19,2025Registration No.333-286858 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 AMENDMENT NO.2 TOFORM S-1REGISTRATION STATEMENTUNDER THE SECURITIES ACT OF 1933 SMART POWERR CORP.(Exact name of registrant as specified in its charter)Nevada 90-0093373(State

3、 or other jurisdictionof incorporation)(IRS EmployerIdentification No.)4/F,Tower CRong Cheng Yun Gu Building Keji 3rd Road,Yanta DistrictXi An City,Shaan Xi ProvinceChina 710075(011)86-29-8765-1098(Address,including zip code,and telephone number,including area code,of registrants principal executive

4、 offices)Vcorp Services,LLC701 S Carson St Suite#200,Carson City,NV 89701(Name,address,including zip code,and telephone number,including area code,of agent for service)With copies of all communications to:William S.Rosenstadt,Esq.Mengyi“Jason”Ye,Esq.Yarona L.Yieh,Esq.Ortoli Rosenstadt LLP366 Madison

5、 Avenue,3rd FloorNew York,NY 10017+1-212-588-0022 telephone+1-212-826-9307 facsimile Approximate date of commencement of proposed sale to the public:From time to time after the effective date of thisregistration statement.If any of the securities being registered on this Form are to be offered on a

6、delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933,check the following box:If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check thefollowing box and list the Securities Act registration statement n

7、umber of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement

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

9、r the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smallerreporting company or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smallerreporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange

10、 Act.Large accelerated filer Accelerated filerNon-accelerated filer Smaller reporting company2025/5/20 10:33sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htmhttps:/www.sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htm2/66 Emerging

11、 growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of Securities Act.The Registrant hereby amends this

12、Registration Statement on such date or dates as may be necessary to delay its effectivedate until the Registrant shall file a further amendment which specifically states that this Registration Statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as

13、amended,or until theRegistration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a),maydetermine.2025/5/20 10:33sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htmhttps:/www.sec.gov/Archives/edgar/data/721693/00012139

14、0025045429/ea0242536-s1a2_smartpowerr.htm3/66 The information in this prospectus is not complete and may be changed.The selling stockholders named in this prospectus may notsell these securities until the registration statement filed with the Securities and Exchange Commission is effective.This pros

15、pectusis not an offer to sell these securities and the selling stockholders named in this prospectus are not soliciting offers to buy thesesecurities in any jurisdiction where the offer or sale is not permitted.Subject to completion,dated May 19,2025 PRELIMINARY PROSPECTUS SMART POWERR CORP.8,029,85

16、1 Shares of Common Stock This prospectus relates to the resale,from time to time,by the selling stockholders named in this prospectus(the“SellingStockholders”),of up to an aggregate of 8,029,851 shares(the“Shares”)of common stock,par value$0.001 per share,of SMARTPOWERR CORP.(the“Common Stock”).The

17、Shares were issued in a private placement completed on February 19,2025 pursuantto certain securities purchase agreements dated February 18,2025,by and between the Company and the Selling Stockholders,asfurther described below under“Prospectus Summary Recent Developments The February 2025 Private Pl

18、acement”on page 3of this prospectus.The Selling Stockholders are identified in the table commencing on page 33 of this prospectus.We are not selling any securitiesunder this prospectus and will not receive any of the proceeds from the sale of Shares by the Selling Stockholders.Our registrationof the

19、 Shares covered by this prospectus does not mean that the Selling Stockholders will offer or sell any of the Shares.TheSelling Stockholders may sell any,all or none of the Shares offered by this prospectus and we do not know when or in what amountthe Selling Stockholders may sell their Shares hereun

20、der following the effective date of this registration statement.The SellingStockholders named in this prospectus may offer the shares from time to time through public or private transactions at prevailingmarket prices,at prices related to prevailing market prices or at privately negotiated prices.Fo

21、r further information regarding thepossible methods by which our Common Stock may be distributed,see“Plan of Distribution”beginning on page 37 in thisprospectus.As of April 28,2025,the securities registered for resale by the Selling Stockholders in the registration statement of which thisprospectus

22、forms a part would represent approximately 32.2%of the 24,938,819 shares of our Common Stock outstanding.Giventhe substantial number of shares being registered for potential resale by the Selling Stockholders pursuant to this prospectus,whether as a result of substantial sales of our Common Stock by

23、 the Selling Stockholders or the perception in the market thatholders of a large number of Selling Stockholders intend to sell their shares,the market price of shares of our Common Stock coulddecline significantly and the volatility of the market price of our Common Stock could increase significantl

24、y,even if our researchand development efforts are going well.See“Risk Factors”beginning on page14 of this prospectus for more information.Our Common Stock is traded on The Nasdaq Capital Market under the symbol“CREG.”On April 28,2025,the closing sale priceof the Common Stock on Nasdaq was$0.6889 per

25、 share.We are a smaller reporting company under the federal securities laws and,as such,are subject to certain reduced public companyreporting requirements.See“Prospectus Summary-Implications of Being a Smaller Reporting Company”on page 12 of thisprospectus.Smart Powerr Corp.,or the Company or CREG,

26、is a holding company incorporated in the state of Nevada.As a holdingcompany with no material operations,CREG conducts a substantial majority of its operations through its subsidiariesestablished in the Peoples Republic of China,or the PRC or China.Investors are cautioned that you are not buying sha

27、resof a China-based operating company but instead are buying shares of a Nevada company with operations primarilyconducted by our subsidiaries based in China and that this structure involves unique risks to investors.Furthermore,shareholders may face difficulties enforcing their legal rights under U

28、nited States securities laws against our directors and officerswho are located outside of the United States.See“Risk Factors-Risks Related to Doing Business in China-Uncertainties withrespect to the PRC legal system could adversely affect us”in our 2024 Annual Report,which is incorporated herein by

29、reference.2025/5/20 10:33sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htmhttps:/www.sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htm4/66 Our equity structure is a direct holding structure.Within our direct holding structure,the

30、cross-border transfer of funds within ourcorporate entities is legal and compliant with the laws and regulations of the PRC.After the foreign investors funds enter CREG,the funds can be directly transferred to the PRC operating companies through its subsidiaries.Specifically,CREG is permittedunder t

31、he Nevada laws to provide funding to our subsidiary,Sifang Holdings,in the Cayman Islands through loans or capitalcontributions without restrictions on the amount of the funds,subject to satisfaction of applicable government registration,approvaland filing requirements.Sifang Holdings is also permit

32、ted under the laws of Cayman Islands to provide funding to CREG throughdividend distribution without restrictions on the amount of the funds.Current PRC regulations permit our PRC subsidiaries to paydividends to the Company only out of their accumulated profits,if any,determined in accordance with C

33、hinese accountingstandards and regulations.As of the date hereof,there have not been any transfers,dividends or distributions made between theholding company,its subsidiaries,and to investors.Furthermore,as of the date hereof,no cash generated from one subsidiary isused to fund another subsidiarys o

34、perations and we do not anticipate any difficulties or limitations on our ability to transfer cashbetween subsidiaries.We have also not installed any cash management policies that dictate the amount of such funds or how suchfunds are transferred.For the foreseeable future,we intend to use the earnin

35、gs for our business operations and as a result,we do notintend to distribute earnings or pay any cash dividends.See“Transfers of Cash to and from Our Subsidiaries”on page 6 of thisprospectus.Because our operations are primarily located in the PRC through our subsidiaries,we are subject to certain le

36、gal and operationalrisks associated with our operations in China,including changes in the legal,political and economic policies of the Chinesegovernment,the relations between China and the U.S,or Chinese or U.S regulations may materially and adversely affect ourbusiness,financial condition and resul

37、ts of operations.PRC laws and regulations governing our current business operations aresometimes vague and uncertain,and therefore,these risks may result in a material change in our operations and the value of ourcommon stock,or could significantly limit or completely hinder our ability to offer or

38、continue to offer our securities to investorsand cause the value of such securities to significantly decline or be worthless.The PRC government initiated a series of regulatoryactions and statements to regulate business operations in China with little advance notice,including cracking down on illega

39、lactivities in the securities market,enhancing supervision over China-based companies listed overseas using a variable interestentity structure,adopting new measures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopolyenforcement.As confirmed by our PRC counsel,Sha

40、anxi Yan Tan Law Firm(“Yan Tan”),we will not be subject to cybersecurityreview with the Cyberspace Administration of China,or the“CAC,”after the Cybersecurity Review Measures became effective onFebruary 15,2022,since we currently do not have over one million users personal information and do not ant

41、icipate that we willbe collecting over one million users personal information in the foreseeable future,which we understand might otherwise subjectus to the Cybersecurity Review Measures.We do not believe that our subsidiaries are directly subject to these regulatory actions orstatements,as we have

42、not implemented any monopolistic behavior and our business does not involve the collection of user data orimplicate cybersecurity.As of the date hereof,no relevant laws or regulations in the PRC explicitly require us to seek approvalfrom the China Securities Regulatory Commission,or the CSRC,or any

43、other PRC governmental authorities for future offerings,nor has our Nevada holding company or any of our subsidiaries received any inquiry,notice,warning or sanctions regardingprevious offerings from the CSRC or any other PRC governmental authorities.However,on February 17,2023,the CSRCpromulgated T

44、rial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies(the“Overseas Listing Trial Measures”)and five relevant guidelines,which became effective on March 31,2023.According to theOverseas Listing Trial Measures,PRC domestic companies that seek to offer and l

45、ist securities in overseas markets,either in director indirect means,are required to fulfill the filing procedure with the CSRC and report relevant information.The Overseas ListingTrial Measures provides that an overseas listing or offering is explicitly prohibited,if any of the following:(1)such se

46、curitiesoffering and listing is explicitly prohibited by provisions in laws,administrative regulations and relevant state rules;(2)theintended securities offering and listing may endanger national security as reviewed and determined by competent authorities underthe State Council in accordance with

47、law;(3)the domestic company intending to make the securities offering and listing,or itscontrolling shareholder(s)and the actual controller,have committed relevant crimes such as corruption,bribery,embezzlement,misappropriation of property or undermining the order of the socialist market economy dur

48、ing the latest three years;(4)thedomestic company intending to make the securities offering and listing is currently under investigations for suspicion of criminaloffenses or major violations of laws and regulations,and no conclusion has yet been made thereof;or(5)there are materialownership dispute

49、s over equity held by the domestic companys controlling shareholder(s)or by other shareholder(s)that arecontrolled by the controlling shareholder(s)and/or actual controller.2025/5/20 10:33sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htmhttps:/www.sec.gov/Archives/

50、edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htm5/66 The Overseas Listing Trial Measures also provides that if the issuer meets both the following criteria,the overseas securitiesoffering and listing conducted by such issuer will be deemed as indirect overseas offering by PRC dome

51、stic companies:(1)50%ormore of any of the issuers operating revenue,total profit,total assets or net assets as documented in its audited consolidatedfinancial statements for the most recent fiscal year is accounted for by domestic companies;and(2)the issuers main businessactivities are conducted in

52、China,or its main place(s)of business are located in China,or the majority of senior management staffin charge of its business operations and management are PRC citizens or have their usual place(s)of residence located in China.Where an issuer submits an application for initial public offering to co

53、mpetent overseas regulators,such issuer must file with theCSRC within three business days after such application is submitted.In addition,the Overseas Listing Trial Measures provide thatthe direct or indirect overseas listings of the assets of domestic companies through one or more acquisitions,shar

54、e swaps,transfersor other transaction arrangements shall be subject to filing procedures in accordance with the Overseas Listing Trial Measures.TheOverseas Listing Trial Measures also requires subsequent reports to be filed with the CSRC on material events,such as change ofcontrol or voluntary or fo

55、rced delisting of the issuer(s)who have completed overseas offerings and listings.At a press conference held for these new regulations(“Press Conference”),officials from the CSRC clarified that the domesticcompanies that have already been listed overseas on or before March 31,2023 shall be deemed as

56、 existing issuers(the“ExistingIssuers”).Existing Issuers are not required to complete the filling procedures immediately,and they shall be required to file withthe CSRC upon occurrences of certain subsequent matters such as follow-on offerings of securities.According to the OverseasListing Trial Mea

57、sures and the Press Conference,the existing domestic companies that have completed overseas offering andlisting before March 31,2023,such as us,shall not be required to perform filing procedures for the completed overseas securitiesissuance and listing.However,from the effective date of the regulati

58、on,any of our subsequent securities offering in the sameoverseas market or subsequent securities offering and listing in other overseas markets shall be subject to the filing requirementwith the CSRC within three working days after the offering is completed or after the relevant application is submi

59、tted to therelevant overseas authorities,respectively.If it is determined that any approval,filing or other administrative procedures from otherPRC governmental authorities is required for any future offering or listing,we cannot assure you that we can obtain the requiredapproval or accomplish the r

60、equired filings or other regulatory procedures in a timely manner,or at all.If we fail to fulfill filingprocedure as stipulated by the Trial Measures or offer and list securities in an overseas market in violation of the Trial Measures,the CSRC may order rectification,issue warnings to us,and impose

61、 a fine of between RMB1,000,000 and RMB10,000,000.Persons-in-charge and other persons that are directly liable for such failure shall be warned and each imposed a fine fromRMB500,000 to RMB5,000,000.Controlling shareholders and actual controlling persons of us that organize or instruct suchviolation

62、s shall be imposed a fine from RMB1,000,000 and RMB10,000,000.On February 24,2023,the CSRC published the Provisions on Strengthening the Confidentiality and Archives AdministrationRelated to the Overseas Securities Offering and Listing by Domestic Enterprises(the“Provisions on Confidentiality and Ar

63、chivesAdministration”),which came into effect on March 31,2023.The Provisions on Confidentiality and Archives Administrationrequires that,in the process of overseas issuance and listing of securities by domestic entities,the domestic entities,and securitiescompanies and securities service institutio

64、ns that provide relevant securities service shall strictly implement the provisions ofrelevant laws and regulations and the requirements of these provisions,establish and improve rules on confidentiality and archivesadministration.Where the domestic entities provide with or publicly disclose documen

65、ts,materials or other items related to thestate secrets and government work secrets to the relevant securities companies,securities service institutions,overseas regulatoryauthorities,or other entities or individuals,the companies shall apply for approval of competent departments with the authority

66、ofexamination and approval in accordance with law and report the matter to the secrecy administrative departments at the same levelfor record filing.Where there is unclear or controversial whether or not the concerned materials are related to state secrets,thematerials shall be reported to the relev

67、ant secrecy administrative departments for determination.However,there remainuncertainties regarding the further interpretation and implementation of the Provisions on Confidentiality and ArchivesAdministration.2025/5/20 10:33sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smart

68、powerr.htmhttps:/www.sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htm6/66 As of the date of this prospectus,we and our PRC subsidiaries have obtained the requisite licenses and permits from the PRCgovernment authorities that are material for the business operation

69、s of our PRC subsidiaries.In addition,as of the date of thisprospectus,we and our PRC subsidiaries are not required to obtain approval or permission from the CSRC or the CAC or any otherentity that is required to approve our PRC subsidiaries operations or required for us to offer securities to forei

70、gn investors underany currently effective PRC laws,regulations,and regulatory rules.If it is determined that we are subject to filing requirementsimposed by the CSRC under the Overseas Listing Regulations or approvals from other PRC regulatory authorities or otherprocedures,including the cybersecuri

71、ty review under the revised Cybersecurity Review Measures,for our future offshore offerings,it would be uncertain whether we can or how long it will take us to complete such procedures or obtain such approval and any suchapproval could be rescinded.Any failure to obtain or delay in completing such p

72、rocedures or obtaining such approval for ouroffshore offerings,or a rescission of any such approval if obtained by us,would subject us to sanctions by the CSRC or other PRCregulatory authorities for failure to file with the CSRC or failure to seek approval from other government authorization for our

73、offshore offerings.These regulatory authorities may impose fines and penalties on our operations in China,limit our ability to paydividends outside of China,limit our operating privileges in China,delay or restrict the repatriation of the proceeds from ouroffshore offerings into China or take other

74、actions that could materially and adversely affect our business,financial condition,results of operations,and prospects,as well as the trading price of our common stock.The CSRC or other PRC regulatoryauthorities also may take actions requiring us,or making it advisable for us,to halt our offshore o

75、fferings before settlement anddelivery of the securities offered.Consequently,if investors engage in market trading or other activities in anticipation of and priorto settlement and delivery,they do so at the risk that settlement and delivery may not occur.In addition,if the CSRC or otherregulatory

76、authorities later promulgate new rules or explanations requiring that we obtain their approvals or accomplish therequired filing or other regulatory procedures for our prior offshore offerings,we may be unable to obtain a waiver of suchapproval requirements,if and when procedures are established to

77、obtain such a waiver.Any uncertainties or negative publicityregarding such approval requirement could materially and adversely affect our business,prospects,financial condition,reputation,and the trading price of our common stock.Since these statements and regulatory actions by the PRC government ar

78、e newly published and official guidance and relatedimplementation rules have not been issued,it is not highly uncertain how soon legislative or administrative regulation makingbodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be mod

79、ifiedor promulgated,if any,and the potential impact such modified or new laws and regulations will have on our daily businessoperation,the ability to accept foreign investments and list on an U.S.or other foreign exchange.The Standing Committee of theNational Peoples Congress,or the SCNPC,or other P

80、RC regulatory authorities may in the future promulgate laws,regulations orimplementing rules that requires our company or any of our subsidiaries to obtain regulatory approval from Chinese authoritiesbefore future offerings in the U.S.In other words,although the Company is currently not required to

81、obtain permission from any ofthe PRC federal or local government to obtain such permission and has not received any denial to list on the U.S.exchange,ouroperations could be adversely affected,directly or indirectly;our ability to offer,or continue to offer,securities to investors wouldbe potentiall

82、y hindered and the value of our securities might significantly decline or be worthless,by existing or future laws andregulations relating to its business or industry or by intervene or interruption by PRC governmental authorities,if we or oursubsidiaries(i)do not receive or maintain such permissions

83、 or approvals,(ii)inadvertently conclude that such permissions orapprovals are not required,(iii)applicable laws,regulations,or interpretations change and we are required to obtain suchpermissions or approvals in the future,or(iv)any intervention or interruption by PRC governmental with little advan

84、ce notice.On March 24,2021,the SEC adopted interim final rules relating to the implementation of certain disclosure and documentationrequirements of the HFCAA.An identified issuer will be required to comply with these rules if the SEC identifies it as having a“non-inspection”year under a process to

85、be subsequently established by the SEC.On June 22,2021,U.S Senate passed theAccelerating Holding Foreign Companies Accountable Act,which was signed into law on December 29,2022,amending theHFCAA and requiring the SEC to prohibit an issuers securities from trading on any U.S.stock exchange if its aud

86、itor is notsubject to PCAOB inspections for two consecutive years instead of three consecutive years.If our auditor cannot be inspected bythe PCAOB,PCAOB,for two consecutive years,the trading of our securities on any U.S.national securities exchanges,as well asany over-the-counter trading in the U.S

87、.,will be prohibited.On September 22,2021,the PCAOB adopted a final rule implementingthe HFCAA,which provides a framework for the PCAOB to use when determining,as contemplated under the HFCAA,whetherthe PCAOB is unable to inspect or investigate completely registered public accounting firms located i

88、n a foreign jurisdictionbecause of a position taken by one or more authorities in that jurisdiction.On December 2,2021,the SEC issued amendments tofinalize rules implementing the submission and disclosure requirements in the HFCA Act.The rules apply to registrants that theSEC identifies as having fi

89、led an annual report with an audit report issued by a registered public accounting firm that is located in aforeign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority inforeign jurisdictions.On December 16,2021,the PCAOB issued a re

90、port on its determinations that it is unable to inspect orinvestigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong,because ofpositions taken by PRC authorities in those jurisdictions.2025/5/20 10:33sec.gov/Archives/edgar/data/721693/00012139002

91、5045429/ea0242536-s1a2_smartpowerr.htmhttps:/www.sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htm7/66 Enrome LLP,our independent registered public accounting firm for the fiscal years ended December 31,2024 and 2023,is based inSingapore and is registered with PCAO

92、B and subject to PCAOB inspection.Therefore,we believe Enrome LLP,our currentauditor,is not subject to the determinations as to the inability to inspect or investigate registered firms completely announced bythe PCAOB on December 16,2021.However,as more stringent criteria have been imposed by the SE

93、C and the PCAOB,recently,which would add uncertainties to future offerings,and we cannot assure you whether Nasdaq or other regulatory authorities wouldapply additional and more stringent criteria to us after considering the effectiveness of our auditors audit procedures and qualitycontrol procedure

94、s,adequacy of personnel and training,or sufficiency of resources,geographic reach or experience as it relates tothe audit of our financial statements.On August 26,2022,the CSRC,the Ministry of Finance of the PRC(the“MOF”),and thePCAOB signed a Statement of Protocol(the“Protocol”),governing inspectio

95、ns and investigations of audit firms based in Chinaand Hong Kong.The Protocol remains unpublished and is subject to further explanation and implementation.Pursuant to the factsheet with respect to the Protocol disclosed by the U.S.Securities and Exchange Commission(the“SEC”),the PCAOB shall haveinde

96、pendent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transferinformation to the SEC.See“The recent joint statement by the SEC and PCAOB,proposed rule changes submitted by Nasdaq,andthe HFCAA all call for additional and more stringent criter

97、ia to be applied to emerging market companies upon assessing thequalification of their auditors,especially the non-U.S.auditors which are not inspected by the PCAOB.These developments couldadd uncertainties to the trading of our common stock”in our 2024 Annual Report,which is incorporated herein by

98、reference.Smart Powerr Corp.is a holding company with no operations of its own.We conduct our operations in China primarily through oursubsidiaries in China.We may rely on dividends to be paid by our subsidiaries in China to fund our cash and financingrequirements,including the funds necessary to pa

99、y dividends and other cash distributions to our shareholders,to service any debtwe may incur and to pay our operating expenses.If our subsidiaries incur debt on their own behalf in the future,the instrumentsgoverning the debt may restrict its ability to pay dividends or make other distributions to u

100、s.We currently intend to retain all available funds and future earnings,if any,for the operation and expansion of our business and donot anticipate declaring or paying any dividends in the foreseeable future.Any future determination related to our dividend policywill be made at the discretion of our

101、 Board of Directors after considering our financial condition,results of operations,capitalrequirements,contractual requirements,business prospects and other factors the Board of Directors deems relevant,and subject tothe restrictions contained in any future financing instruments.Subject to the Neva

102、da Business Corporation Act and our bylaws,our Board of Directors may authorize and declare a dividend toshareholders at such time and of such an amount as it thinks fit if they are satisfied,on reasonable grounds,that immediatelyfollowing the dividend the value of our assets will exceed our liabili

103、ties and we will be able to pay our debts as they become due.To address persistent capital outflows and the RMBs depreciation against the U.S.dollar in the fourth quarter of 2016,the PeoplesBank of China and the State Administration of Foreign Exchange,or SAFE,have implemented a series of capital co

104、ntrol measuresin the subsequent months,including stricter vetting procedures for China-based companies to remit foreign currency for overseasacquisitions,dividend payments and shareholder loan repayments.The PRC government may continue to strengthen its capitalcontrols and our PRC subsidiaries divid

105、ends and other distributions may be subject to tightened scrutiny in the future.The PRCgovernment also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of thePRC.Therefore,we may experience difficulties in completing the administrative procedures

106、 necessary to obtain and remit foreigncurrency for the payment of dividends from our profits,if any.Furthermore,if our subsidiaries in the PRC incur debt on their ownin the future,the instruments governing the debt may restrict their ability to pay dividends or make other payments.If we or oursubsid

107、iaries are unable to receive all of the revenues from our operations,we may be unable to pay dividends on our commonstock.2025/5/20 10:33sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htmhttps:/www.sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2

108、_smartpowerr.htm8/66 Cash dividends,if any,on our common stock will be paid in U.S.dollars.If we are considered a PRC tax resident enterprise for taxpurposes,any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may besubject to PRC withholding tax

109、 at up to 10%.To pay dividends to our shareholders,we will rely on payments made from our PRC subsidiaries,i.e.,Shanghai Yinghua FinancialLeasing Co.,Ltd,Shanghai TCH Energy Technology Co.,Ltd.,Huahong New Energy Technology Co.,Ltd.,Xian TCH EnergyTechnology Co.,Ltd.,Erdos TCH Energy Saving Developm

110、ent Co.,Ltd.,Xian Zhonghong New Energy Technology Co.,Ltd.,and Zhongxun Energy Investment(Beijing)Co.,Ltd.,to Smart Powerr Corp.As of the date hereof,our PRC subsidiaries have notmade any transfers or distributions.As of the date hereof,no cash or asset transfers have occurred between the Company an

111、d itssubsidiaries.We do not expect to pay any cash dividends in the foreseeable future.Furthermore,as of the date hereof,no cashgenerated from one subsidiary is used to fund another subsidiarys operations and we do not anticipate any difficulties orlimitations on our ability to transfer cash between

112、 subsidiaries.We have also not installed any cash management policies thatdictate the amount of such funds and how such funds are transferred.See“Prospectus Summary Transfers of Cash to and from Our Subsidiaries.”See also“Risk Factors We are a holdingcompany,and will rely on dividends paid by our su

113、bsidiaries for our cash needs.Any limitation on the ability of our subsidiaries tomake dividend payments to us,or any tax implications of making dividend payments to us,could limit our ability to pay our parentcompany expenses or pay dividends to holders of our common stock.”on page 14 of this prosp

114、ectus,and“Risk Factors RisksRelated to Doing Business in China “PRC regulation of loans to and direct investment by offshore holding companies in PRCentities may delay or prevent us from making loans or additional capital contributions to our PRC operating companies,whichcould materially and adverse

115、ly affect our liquidity and ability to fund and expand our business.”on page 23 of this prospectus.Seealso the consolidated financial statements contained in our latest annual report on Form 10-K and incorporated herein by reference.Investing in our Common Stock involves a high degree of risk.Please

116、 consider carefully the risks described in thisprospectus under“Risk Factors”beginning on page 14 of this prospectus and in our filings with the Securities andExchange Commission.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesese

117、curities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.The date of this prospectus is _,2025 2025/5/20 10:33sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htmhttps:/www.sec.gov/Archives/edgar/data/7

118、21693/000121390025045429/ea0242536-s1a2_smartpowerr.htm9/66 TABLE OF CONTENTS ABOUT THIS PROSPECTUSii PROSPECTUS SUMMARY1 THE OFFERING13 RISK FACTORS14 SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION32 DIVIDEND POLICY32 USE OF PROCEEDS32 SELLING STOCKHOLDERS33 DESCRIPTION OF CAPITAL STOCK35 PLAN

119、OF DISTRIBUTION37 LEGAL MATTERS38 EXPERTS38 WHERE YOU CAN FIND MORE INFORMATION38 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE38 i2025/5/20 10:33sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htmhttps:/www.sec.gov/Archives/edgar/data/721693/000121390025045429/ea0

120、242536-s1a2_smartpowerr.htm10/66 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we have filed with the Securities and Exchange Commission(the“SEC”)pursuant to which the Selling Stockholders named herein may,from time to time,offer and sell or otherwise dis

121、pose ofthe Shares covered by this prospectus.You should not assume that the information contained in this prospectus is accurate on anydate subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by referenceis correct on any date subsequen

122、t to the date of the document incorporated by reference,even though this prospectus is delivered orShares are sold or otherwise disposed of on a later date.This prospectus does not contain all of the information included in the registration statement.For a more complete understandingof the offering

123、of the Shares,you should refer to the registration statement including the exhibits.Copies of some of the documentsreferred to herein have been filed,will be filed or will be incorporated by reference as exhibits to the registration statement ofwhich this prospectus is a part,and you may obtain copi

124、es of those documents as described below under the heading“Where YouCan Find More Information.”This prospectus contains summaries of certain provisions contained in some of the documentsdescribed herein,or that are filed,will be filed or will be incorporated by reference as exhibits to the registrat

125、ion statement ofwhich this prospectus is a part,but reference is made to the actual documents for complete information.All of the summaries arequalified in their entirety by the actual documents.We further note that the representations,warranties and covenants made by us inany agreement that is file

126、d as an exhibit to any document that is incorporated by reference in the accompanying prospectus weremade solely for the benefit of the parties to such agreement,including in some cases,for the purpose of allocating risk among theparties to such agreements,and should not be deemed to be a representa

127、tion,warranty or covenant to you.Moreover,suchrepresentations,warranties or covenants were accurate only as of the date when made.Accordingly,such representations,warranties and covenants should not be relied on as accurately representing the current state of our affairs.It is important for you tore

128、ad and consider all information contained in this prospectus,including the documents incorporated by reference therein,inmaking your investment decision.You should also read and consider the information in the documents to which we have referredyou under“Where You Can Find More Information”and“Incor

129、poration of Certain Documents by Reference”in this prospectus.We and the Selling Stockholders have not authorized anyone to give any information or to make any representation to you otherthan those contained or incorporated by reference in this prospectus.You must not rely upon any information or re

130、presentation notcontained or incorporated by reference in this prospectus.This prospectus does not constitute an offer to sell or the solicitation ofan offer to buy any of our shares of Common Stock other than the Shares covered hereby,nor does this prospectus constitute anoffer to sell or the solic

131、itation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to makesuch offer or solicitation in such jurisdiction.Persons who come into possession of this prospectus in jurisdictions outside theUnited States are required to inform themselves about,and to obser

132、ve,any restrictions as to the offering and the distribution of thisprospectus applicable to those jurisdictions.This prospectus incorporates by reference,and any prospectus supplement or free writing prospectus may contain and incorporateby reference,market data and industry statistics and forecasts

133、 that are based on independent industry publications and otherpublicly available information.Although we believe these sources are reliable,we do not guarantee the accuracy or completenessof this information and we have not independently verified this information.This prospectus,including the docume

134、nts incorporatedby reference herein,include statements that are based on various assumptions and estimates that are subject to numerous knownand unknown risks and uncertainties.Some of these risks and uncertainties are described in the section entitled“Risk Factors”beginning on page 14 of this prosp

135、ectus and as described in Part I,Item 1A(Risk Factors)of our most recent Annual Report onForm 10-K for the year ended December 31,2024 filed with the SEC on March 28,2025,as updated by our subsequent filings withthe SEC under the Securities Exchange Act of 1934,as amended(the“Exchange Act”).These an

136、d other important factors couldcause our future results to be materially different from the results expected as a result of,or implied by,these assumptions andestimates.You should read the information contained in,or incorporated by reference into,this prospectus completely and with theunderstanding

137、 that future results may be materially different from and worse than what we expect.See the information includedunder the heading“Special Note Regarding Forward-Looking Statements.”ii2025/5/20 10:33sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htmhttps:/www.sec.gov

138、/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htm11/66 In this prospectus,references to the“Company,”“we,”“us,”and“our”refer to SMART POWERR CORP.and its subsidiaries.Thephrase“this prospectus”refers to this prospectus and any applicable prospectus,unless the context requ

139、ires otherwise.COMMONLY USED DEFINED TERMS Unless otherwise indicated or the context requires otherwise,references in this prospectus to:“PRC”or“China”are to the Peoples Republic of China,including Hong Kong SAR and Macau,but excluding,for thepurpose of this prospectus,Taiwan;“RMB”or“Renminbi”are to

140、 the legal currency of China;and “Yinghua”is to Shanghai Yinghua Financial Leasing Co.,Ltd.,a PRC company,which is wholly owned by us;“Sifang Holdings”is to Sifang Holdings Co.,Ltd.,a Cayman Islands company,which is wholly owned by us;“Huahong”is to Shaanxi Huahong New Energy Technology Co.,Ltd.,a P

141、RC company,which is wholly owned by SifangHoldings;“Xian TCH”is to Xian TCH Energy Technology Co.,Ltd.,a PRC company,which is wholly owned by Shanghai TCH;“Erdos TCH”is to Erdos TCH Energy Saving Development Co.,Ltd.,a PRC company,which is wholly owned by XianTCH;“Zhongxun”is to Zhongxun Energy Inve

142、stment(Beijing)Co.,Ltd.,a PRC company,which is wholly owned by XianTCH;“Beijing Hongyuan”is to Beijing Hongyuan Recycling Energy Investment Center,a PRC limited partner,of which XianTCH owns 16.3%of the total equity interest;“Xian Zhonghong”is to Xian Zhonghong Energy Technology Co.,Ltd.,a PRC compa

143、ny,of which Xian TCH andShanghai TCH owns 90%and 10%of the equity interest,respectively;“we”,“our”,“us”and“the Company”are to Smart Powerr Corp.and its subsidiaries;“$”,“US$”or“U.S.Dollars”are to the legal currency of the United States.iii2025/5/20 10:33sec.gov/Archives/edgar/data/721693/00012139002

144、5045429/ea0242536-s1a2_smartpowerr.htmhttps:/www.sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htm12/66 PROSPECTUS SUMMARY The following is a summary of what we believe to be the most important aspects of our business and the offering of oursecurities under this pr

145、ospectus.We urge you to read this entire prospectus,including the more detailed consolidated financialstatements,notes to the consolidated financial statements and other information incorporated by reference from our otherfilings with the SEC.Investing in our securities involves risks.Therefore,care

146、fully consider the risk factors set forth in thisprospectus and in our most recent annual and quarterly filings with the SEC,as well as other information in this prospectus andthe documents incorporated by reference herein.Business Overview Smart Powerr Corp.is a holding company incorporated in the

147、state of Nevada.As a holding company with no materialoperations of our own,we conduct a substantial majority of our operations through our subsidiaries established in the PRC.We are a pioneer in waste energy recycling and a developer of energy efficiency solutions for various energy intensiveindustr

148、ies in China.We use Build-Operate-Transfer(“BOT”)model to provide energy saving and recovery facilities formultiple energy intensive industries in China.Our waste energy recycling projects allow customers which use substantialamounts of electricity to recapture previously wasted pressure,heat,and ga

149、s from their manufacturing processes to generateelectricity.We currently offer waste energy recycling systems to companies for use in nonferrous metal plants.We construct ourprojects at our customers facility and the electricity produced is used on-site by the customer.We develop fully customized pr

150、ojects across several verticals to better meet customers energy recovery needs.We provide aclean-technology and energy-efficient solution aimed at reducing the air pollution and energy shortage problems in China.Ourprojects capture industrial waste energy to produce low-cost electricity,enabling ind

151、ustrial manufacturers to reduce their energycosts by 5%to 20%,lower their operating costs,and in optimal circumstances,extend the life of primary manufacturingequipment,while still complying with government regulations on emissions.Specifically,our power generation systems use thewaste heat and pres

152、sure of flue gas generated during customers daily course of energy usage,such as manufacturing,and carryout necessary dust removal and desulfurization process afterwards,before putting the renewed energy back into use.Thepurified flue gas can reduce the wear and corrosion of pipes,valves and fans on

153、 the original production line,so as to improvethe service life of these equipment.In addition,our waste energy recycling projects allow our industrial customers to reducetheir reliance on Chinas centralized national power grid,which is prone to black-outs or brown-outs or is completelyinaccessible f

154、rom certain remote areas.Our projects generally produce lower carbon dioxide emissions and other pollutants,andare designed to be more environmentally friendly than other forms of power generation.Since 2007,we have primarily used the BOT model to serve our customers.For each project,we design,finan

155、ce,construct andinstall the waste energy recycling projects for our customers,operate the projects for five to 20 years,and then transfer theprojects to the owners.The BOT model creates a win-win solution for both our customers and us.We provide the capitalexpenditure financing in exchange for attra

156、ctive returns on each project;our customers can focus their capital resources on theircore businesses,do not need to invest additional capitals to comply with government environmental regulations,reduce noiseand emissions and reduce their energy costs.We in turn recapture our costs through the strea

157、m of lease payments.We are headquartered in China.Our principal executive offices are located at 4/F,Tower C,Rong Cheng Yun Gu Building,Keji3rd Road,Yanta District,Xian City,Shaanxi Province,China,and our telephone number at this location is+86-29-8765-1097.12025/5/20 10:33sec.gov/Archives/edgar/dat

158、a/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htmhttps:/www.sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htm13/66 Corporate History and Structure The Company was incorporated on May 8,1980 as Boulder Brewing Company under the laws of the State of Colorado

159、.OnSeptember 6,2001,the Company changed its state of incorporation to the State of Nevada.In 2004,the Company changed itsname from Boulder Brewing Company to China Digital Wireless,Inc.and on March 8,2007,again changed its name fromChina Digital Wireless,Inc.to China Recycling Energy Corporation,and

160、 most recently to Smart Powerr Corp.in March of2022.The Company,through its subsidiaries,provides energy saving solutions and services,including selling and leasingenergy saving systems and equipment to customers,project investment,investment management,economic informationconsulting,technical servi

161、ces,financial leasing,purchase of financial leasing assets,disposal and repair of financial leasingassets,consulting and ensuring of financial leasing transactions in the Peoples Republic of China(“PRC”).Our business is primarily conducted through our wholly-owned subsidiaries,Yinghua and Sifeng,Sif

162、engs wholly-ownedsubsidiaries,Huahong and Shanghai TCH,Shanghai TCHs wholly-owned subsidiaries,Xian TCH,Xian TCHs wholly-owned subsidiary Erdos TCH and Xian TCHs 90%owned and Shanghai TCHs 10%owned subsidiary Xian ZhonghongNew Energy Technology Co.,Ltd.,and Zhongxun.Shanghai TCH was established as a

163、 foreign investment enterprise inShanghai under the laws of the PRC on May 25,2004,and currently has registered capital of$29.80 million.Xian TCH wasincorporated in Xian,Shaanxi Province under the laws of the PRC in November 2007.Erdos TCH was incorporated in April2009.Huahong was incorporated in Fe

164、bruary 2009.Xian Zhonghong New Energy Technology Co.,Ltd.was incorporated inJuly 2013.Xian TCH owns 90%and Shanghai TCH owns 10%of Zhonghong.Zhonghong provides energy saving solutionsand services,including constructing,selling and leasing energy saving systems and equipment to customers.Zhongxun was

165、 incorporated in March 2014 and is a wholly owned subsidiary of Xian TCH.Zhongxun will be mainly engagedin project investment,investment management,economic information consulting,and technical services.Zhongxun has not yetcommenced operations nor has any capital contribution been made as of the dat

166、e of this prospectus.Yinghua was incorporated on February 11,2015 by the U.S.parent company.Yinghua will be mainly engaged in financialleasing,purchase of financial leasing assets,disposal and repair of financial leasing assets,consulting and ensuring of financialleasing transactions,and related fac

167、toring business.Yinghua has not yet commenced operations nor has any capital contributionbeen made as of the date of this prospectus.The Companys organizational chart as of the date of this prospectus is as follows:2025/5/20 10:33sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_s

168、martpowerr.htmhttps:/www.sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htm14/66 22025/5/20 10:33sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htmhttps:/www.sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smart

169、powerr.htm15/66 The Company is in the process of transforming and expanding into an energy storage integrated solution provider.We plan topursue disciplined and targeted expansion strategies for market areas we currently do not serve.We actively seek and exploreopportunities to apply energy storage

170、technologies to new industries or segments with high growth potential,includingindustrial and commercial complexes,large scale photovoltaic(PV)and wind power stations,remote islands without electricity,and smart energy cities with multi-energy supplies.Recent Developments The 2024 Registered Direct

171、Offering On December 25,2024,the Company entered into a securities purchase agreement with certain purchasers,pursuant to whichthe Company has agreed issue and sell an aggregate of(i)900,000 shares of common stock at a purchase price of$0.62 pershare,par value$0.001 per share and(ii)pre-funded warra

172、nts to purchase an aggregate of up to 2,340,000 shares of commonstock in a registered direct offering to certain purchasers.The offering closed on January 3,2025.The February 2025 Private Placement On February 18,2025,the Company entered into certain securities purchase agreements with each of the p

173、urchasers,pursuantto which the Company has agreed to issue and sell an aggregate of 8,029,851 shares of common stock,par value$0.001 pershare of the Company,at an aggregate purchase price of up to$5,380,000,in a private offering to certain the purchasers.Thepurchase price of each Share is$0.67 which

174、 equals the average closing price quoted on the Nasdaq Stock Market of thecommon stock of the Company for the 5 trading days immediately prior to the date of the Securities Purchase Agreements.TheCompany received the payment on February 19,2025 and closed the transaction on the same day.Mr.Guohua Ku

175、,the ChiefExecutive Officer and Chairman of the Board of the Company,participated in the Offering and purchased 2,925,373 Shares atthe purchase price.As the date of this prospectus,Mr.Ku currently beneficially own approximately 16.63%of our issued andoutstanding shares of common stock of the Company

176、.The 2025 Registered Direct Offering On March 4,2025,the Company entered into a stock purchase agreement with certain purchasers,pursuant to which theCompany has agreed to issue and sell an aggregate of 4,060,000 shares of common stock,par value$0.001 per share(the“Shares”)of the Company,at a purcha

177、se price of$0.61 per share,in a registered direct offering(“Offering”)to certainpurchasers.The Offering is being made pursuant to a shelf registration statement(No.333-281639)on Form S-3,which wasdeclared effective by the U.S.Securities and Exchange Commission(the“SEC”)on August 29,2024,and a relate

178、d prospectussupplement filed with the SEC on March 7,2025.The Company issued the Shares and the Offering closed on March 12,2025.The Exchange Agreement On March 6,2025,the Company entered into an Exchange Agreement with the lender.Pursuant to the Agreement,theCompany and Lender partitioned a new Pro

179、missory Notes of$250,000 from the original Promissory Note entered on April 2,2021.The Company and Lender exchanged this Partitioned Note for the delivery of 323,624 shares of the Companys CommonStock.Legal and Operational Risks of Operating in the PRC Smart Powerr Corp.,or the Company or CREG,is a

180、holding company incorporated in the state of Nevada.As a holdingcompany with no material operations,CREG conducts a substantial majority of its operations through its subsidiariesestablished in the Peoples Republic of China,or the PRC or China.However,neither the holding company nor any of theCompan

181、ys Chinese subsidiaries conduct any operations through contractual arrangements with a variable interest entity basedin China.Investors in our common stock should be aware that they may never directly hold equity interests in the PRCoperating entities,but rather purchasing equity solely in CREG,our

182、Nevada holding company.Furthermore,shareholders mayface difficulties enforcing their legal rights under United States securities laws against our directors and officers who are locatedoutside of the United States.See“Risk Factors-Risks Related to Doing Business in China-Uncertainties with respect to

183、 thePRC legal system could adversely affect us”on page 23 of this prospectus.Our equity structure is a direct holding structure.Within our direct holding structure,the cross-border transfer of funds withinour corporate entities is legal and compliant with the laws and regulations of the PRC.After th

184、e foreign investors funds enterCREG,the funds can be directly transferred to the PRC operating companies through its subsidiaries.Specifically,CREG ispermitted under the Nevada laws to provide funding to our subsidiary in Cayman Islands through loans or capital contributionswithout restrictions on t

185、he amount of the funds,subject to satisfaction of applicable government registration,approval and filing2025/5/20 10:33sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htmhttps:/www.sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htm16

186、/66requirements.Our subsidiary in Cayman Islands is also permitted under the laws of Cayman Islands to provide funding toCREG through dividend distribution without restrictions on the amount of the funds.Current PRC regulations permit our PRCsubsidiaries to pay dividends to the Company only out of t

187、heir accumulated profits,if any,determined in accordance withChinese accounting standards and regulations.As of the date hereof,there have not been any transfers,dividends ordistributions made between the holding company,its subsidiaries,and to investors.Furthermore,as of the date hereof,no cashgene

188、rated from one subsidiary is used to fund another subsidiarys operations and we do not anticipate any difficulties orlimitations on our ability to transfer cash between subsidiaries.We have also not installed any cash management policies thatdictate the amount of such funds and how such funds are tr

189、ansferred.For the foreseeable future,we intend to use the earningsfor our business operations and as a result,we do not intend to distribute earnings or pay any cash dividends.See“Transfers ofCash to and from Our Subsidiaries”on page 6 of this prospectus.32025/5/20 10:33sec.gov/Archives/edgar/data/7

190、21693/000121390025045429/ea0242536-s1a2_smartpowerr.htmhttps:/www.sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htm17/66 Because our operations are primarily located in the PRC through our subsidiaries,we are subject to certain legal and operationalrisks associated

191、 with our operations in China,including changes in the legal,political and economic policies of the Chinesegovernment,the relations between China and the U.S,or Chinese or U.S regulations may materially and adversely affect ourbusiness,financial condition and results of operations.PRC laws and regul

192、ations governing our current business operations aresometimes vague and uncertain,and therefore,these risks may result in a material change in our operations and the value of ourcommon stock,or could significantly limit or completely hinder our ability to offer or continue to offer our securities to

193、investors and cause the value of such securities to significantly decline or be worthless.Recently,the PRC government initiateda series of regulatory actions and statements to regulate business operations in China with little advance notice,includingcracking down on illegal activities in the securit

194、ies market,enhancing supervision over China-based companies listed overseasusing a variable interest entity structure,adopting new measures to extend the scope of cybersecurity reviews,and expandingthe efforts in anti-monopoly enforcement.As confirmed by our PRC counsel,Shaanxi Yan Tan Law Firm,we w

195、ill not besubject to cybersecurity review with the Cyberspace Administration of China,or the“CAC,”after the Cybersecurity ReviewMeasures became effective on February 15,2022,since we currently do not have over one million users personal informationand do not anticipate that we will be collecting ove

196、r one million users personal information in the foreseeable future,which weunderstand might otherwise subject us to the Cybersecurity Review Measures.We do not believe that our subsidiaries aredirectly subject to these regulatory actions or statements,as we have not implemented any monopolistic beha

197、vior and ourbusiness does not involve the collection of user data or implicate cybersecurity.As of the date hereof,no relevant laws orregulations in the PRC explicitly require us to seek approval from the China Securities Regulatory Commission,or the CSRC,or any other PRC governmental authorities fo

198、r future offerings,nor has our Nevada holding company or any of our subsidiariesreceived any inquiry,notice,warning or sanctions regarding previous offerings from the CSRC or any other PRC governmentalauthorities.However,on February 17,2023,the CSRC promulgated Trial Administrative Measures of the O

199、verseas SecuritiesOffering and Listing by Domestic Companies(the“Overseas Listing Trial Measures”)and five relevant guidelines,whichbecame effective on March 31,2023.According to the Overseas Listing Trial Measures,PRC domestic companies that seek tooffer and list securities in overseas markets,eith

200、er in direct or indirect means,are required to fulfill the filing procedure with theCSRC and report relevant information.The Overseas Listing Trial Measures provides that an overseas listing or offering isexplicitly prohibited,if any of the following:(1)such securities offering and listing is explic

201、itly prohibited by provisions inlaws,administrative regulations and relevant state rules;(2)the intended securities offering and listing may endanger nationalsecurity as reviewed and determined by competent authorities under the State Council in accordance with law;(3)the domesticcompany intending t

202、o make the securities offering and listing,or its controlling shareholder(s)and the actual controller,havecommitted relevant crimes such as corruption,bribery,embezzlement,misappropriation of property or undermining the order ofthe socialist market economy during the latest three years;(4)the domest

203、ic company intending to make the securities offeringand listing is currently under investigations for suspicion of criminal offenses or major violations of laws and regulations,andno conclusion has yet been made thereof;or(5)there are material ownership disputes over equity held by the domesticcompa

204、nys controlling shareholder(s)or by other shareholder(s)that are controlled by the controlling shareholder(s)and/oractual controller.The Overseas Listing Trial Measures also provides that if the issuer meets both the following criteria,the overseas securitiesoffering and listing conducted by such is

205、suer will be deemed as indirect overseas offering by PRC domestic companies:(1)50%or more of any of the issuers operating revenue,total profit,total assets or net assets as documented in its auditedconsolidated financial statements for the most recent fiscal year is accounted for by domestic compani

206、es;and(2)the issuersmain business activities are conducted in China,or its main place(s)of business are located in China,or the majority of seniormanagement staff in charge of its business operations and management are PRC citizens or have their usual place(s)ofresidence located in China.Where an is

207、suer submits an application for initial public offering to competent overseas regulators,such issuer must file with the CSRC within three business days after such application is submitted.In addition,the OverseasListing Trial Measures provide that the direct or indirect overseas listings of the asse

208、ts of domestic companies through one ormore acquisitions,share swaps,transfers or other transaction arrangements shall be subject to filing procedures in accordancewith the Overseas Listing Trial Measures.The Overseas Listing Trial Measures also requires subsequent reports to be filed withthe CSRC o

209、n material events,such as change of control or voluntary or forced delisting of the issuer(s)who have completedoverseas offerings and listings.42025/5/20 10:33sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htmhttps:/www.sec.gov/Archives/edgar/data/721693/00012139002

210、5045429/ea0242536-s1a2_smartpowerr.htm18/66 At a press conference held for these new regulations(“Press Conference”),officials from the CSRC clarified that the domesticcompanies that have already been listed overseas on or before March 31,2023 shall be deemed as existing issuers(the“ExistingIssuers”

211、).Existing Issuers are not required to complete the filling procedures immediately,and they shall be required to filewith the CSRC upon occurrences of certain subsequent matters such as follow-on offerings of securities.According to theOverseas Listing Trial Measures and the Press Conference,the exi

212、sting domestic companies that have completed overseasoffering and listing before March 31,2023,such as us,shall not be required to perform filing procedures for the completedoverseas securities issuance and listing.However,from the effective date of the regulation,any of our subsequent securitiesoff

213、ering in the same overseas market or subsequent securities offering and listing in other overseas markets shall be subject tothe filing requirement with the CSRC within three working days after the offering is completed or after the relevant applicationis submitted to the relevant overseas authoriti

214、es,respectively.If it is determined that any approval,filing or other administrativeprocedures from other PRC governmental authorities is required for any future offering or listing,we cannot assure you that wecan obtain the required approval or accomplish the required filings or other regulatory pr

215、ocedures in a timely manner,or at all.If we fail to fulfill filing procedure as stipulated by the Trial Measures or offer and list securities in an overseas market inviolation of the Trial Measures,the CSRC may order rectification,issue warnings to us,and impose a fine of betweenRMB1,000,000 and RMB

216、10,000,000.Persons-in-charge and other persons that are directly liable for such failure shall bewarned and each imposed a fine from RMB500,000 to RMB5,000,000.Controlling shareholders and actual controlling personsof us that organize or instruct such violations shall be imposed a fine from RMB1,000

217、,000 and RMB10,000,000.On February 24,2023,the CSRC published the Provisions on Strengthening the Confidentiality and Archives AdministrationRelated to the Overseas Securities Offering and Listing by Domestic Enterprises(the“Provisions on Confidentiality andArchives Administration”),which came into

218、effect on March 31,2023.The Provisions on Confidentiality and ArchivesAdministration requires that,in the process of overseas issuance and listing of securities by domestic entities,the domesticentities,and securities companies and securities service institutions that provide relevant securities ser

219、vice shall strictlyimplement the provisions of relevant laws and regulations and the requirements of these provisions,establish and improve ruleson confidentiality and archives administration.Where the domestic entities provide with or publicly disclose documents,materials or other items related to

220、the state secrets and government work secrets to the relevant securities companies,securitiesservice institutions,overseas regulatory authorities,or other entities or individuals,the companies shall apply for approval ofcompetent departments with the authority of examination and approval in accordan

221、ce with law and report the matter to thesecrecy administrative departments at the same level for record filing.Where there is unclear or controversial whether or not theconcerned materials are related to state secrets,the materials shall be reported to the relevant secrecy administrativedepartments

222、for determination.However,there remain uncertainties regarding the further interpretation and implementation ofthe Provisions on Confidentiality and Archives Administration.As of the date of this prospectus,we and our PRC subsidiaries have obtain the requisite licenses and permits from the PRCgovern

223、ment authorities that are material for the business operations of our PRC subsidiaries.In addition,as of the date of thisprospectus,we and our PRC subsidiaries are not required to obtain approval or permission from the CSRC or the CAC or anyother entity that is required to approve our PRC subsidiari

224、es operations or required for us to offer securities to foreign investorsunder any currently effective PRC laws,regulations,and regulatory rules.If it is determined that we are subject to filingrequirements imposed by the CSRC under the Overseas Listing Regulations or approvals from other PRC regula

225、tory authoritiesor other procedures,including the cybersecurity review under the revised Cybersecurity Review Measures,for our futureoffshore offerings,it would be uncertain whether we can or how long it will take us to complete such procedures or obtain suchapproval and any such approval could be r

226、escinded.Any failure to obtain or delay in completing such procedures or obtainingsuch approval for our offshore offerings,or a rescission of any such approval if obtained by us,would subject us to sanctions bythe CSRC or other PRC regulatory authorities for failure to file with the CSRC or failure

227、to seek approval from othergovernment authorization for our offshore offerings.These regulatory authorities may impose fines and penalties on ouroperations in China,limit our ability to pay dividends outside of China,limit our operating privileges in China,delay or restrictthe repatriation of the pr

228、oceeds from our offshore offerings into China or take other actions that could materially and adverselyaffect our business,financial condition,results of operations,and prospects,as well as the trading price of our common stock.The CSRC or other PRC regulatory authorities also may take actions requi

229、ring us,or making it advisable for us,to halt ouroffshore offerings before settlement and delivery of the securities offered.Consequently,if investors engage in market tradingor other activities in anticipation of and prior to settlement and delivery,they do so at the risk that settlement and delive

230、ry maynot occur.In addition,if the CSRC or other regulatory authorities later promulgate new rules or explanations requiring that weobtain their approvals or accomplish the required filing or other regulatory procedures for our prior offshore offerings,we maybe unable to obtain a waiver of such appr

231、oval requirements,if and when procedures are established to obtain such a waiver.Anyuncertainties or negative publicity regarding such approval requirement could materially and adversely affect our business,prospects,financial condition,reputation,and the trading price of our common stock.52025/5/20

232、 10:33sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htmhttps:/www.sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htm19/66 Since these statements and regulatory actions by the PRC government are newly published and official guidance

233、 and relatedimplementation rules have not been issued,it is not highly uncertain how soon legislative or administrative regulation makingbodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will bemodified or promulgated,if any,and the pote

234、ntial impact such modified or new laws and regulations will have on our dailybusiness operation,the ability to accept foreign investments and list on an U.S.or other foreign exchange.The StandingCommittee of the National Peoples Congress,or the SCNPC,or other PRC regulatory authorities may in the fu

235、ture promulgatelaws,regulations or implementing rules that requires our company or any of our subsidiaries to obtain regulatory approval fromChinese authorities before future offerings in the U.S.In other words,although the Company is currently not required to obtainpermission from any of the PRC fe

236、deral or local government to obtain such permission and has not received any denial to liston the U.S.exchange,our operations could be adversely affected,directly or indirectly;our ability to offer,or continue to offer,securities to investors would be potentially hindered and the value of our securi

237、ties might significantly decline or be worthless,by existing or future laws and regulations relating to its business or industry or by intervene or interruption by PRCgovernmental authorities,if we or our subsidiaries(i)do not receive or maintain such permissions or approvals,(ii)inadvertently concl

238、ude that such permissions or approvals are not required,(iii)applicable laws,regulations,or interpretationschange and we are required to obtain such permissions or approvals in the future,or(iv)any intervention or interruption byPRC governmental with little advance notice Transfers of Cash to and fr

239、om Our Subsidiaries Smart Powerr Corp.is a holding company with no operations of its own.We conduct our operations in China primarily throughour subsidiaries in China.We may rely on dividends to be paid by our subsidiaries in China to fund our cash and financingrequirements,including the funds neces

240、sary to pay dividends and other cash distributions to our shareholders,to service anydebt we may incur and to pay our operating expenses.If our subsidiaries incur debt on their own behalf in the future,theinstruments governing the debt may restrict its ability to pay dividends or make other distribu

241、tions to us.Our equity structure is a direct holding company structure.Within our direct holding company structure,the cross-bordertransfer of funds between our corporate entities is legal and compliant with the laws and regulations of the PRC.After theforeign investors funds enter CREG,the funds ca

242、n be directly transferred to the PRC operating companies through itssubsidiaries.Specifically,Smart Powerr Corp.is permitted under the Nevada laws to provide funding to our subsidiary,SifangHoldings,in Cayman Islands through loans or capital contributions without restrictions on the amount of the fu

243、nds,subject tosatisfaction of applicable government registration,approval and filing requirements.Sifang Holdings is also permitted under thelaws of Cayman Islands to provide funding to Smart Powerr Corp.through dividend distribution without restrictions on theamount of the funds.As of the date here

244、of,there have not been any transfers,dividends or distributions made between theholding company,its subsidiaries,and to investors.We currently intend to retain all available funds and future earnings,if any,for the operation and expansion of our business anddo not anticipate declaring or paying any

245、dividends in the foreseeable future.Any future determination related to our dividendpolicy will be made at the discretion of our Board of Directors after considering our financial condition,results of operations,capital requirements,contractual requirements,business prospects and other factors the B

246、oard of Directors deems relevant,andsubject to the restrictions contained in any future financing instruments.Subject to the Nevada Business Corporation Act and our bylaws,our Board of Directors may authorize and declare a dividendto shareholders at such time and of such an amount as it thinks fit i

247、f they are satisfied,on reasonable grounds,that immediatelyfollowing the dividend the value of our assets will exceed our liabilities and we will be able to pay our debts as they becomedue.62025/5/20 10:33sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htmhttps:/www.

248、sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htm20/66 To address persistent capital outflows and the RMBs depreciation against the U.S.dollar in the fourth quarter of 2016,thePeoples Bank of China and the State Administration of Foreign Exchange,or SAFE,have imple

249、mented a series of capitalcontrol measures in the subsequent months,including stricter vetting procedures for China-based companies to remit foreigncurrency for overseas acquisitions,dividend payments and shareholder loan repayments.The PRC government may continue tostrengthen its capital controls a

250、nd our PRC subsidiaries dividends and other distributions may be subject to tightened scrutinyin the future.The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittanceof currencies out of the PRC.Therefore,we may experience difficulties in completing

251、the administrative procedures necessaryto obtain and remit foreign currency for the payment of dividends from our profits,if any.Furthermore,if our subsidiaries in thePRC incur debt on their own in the future,the instruments governing the debt may restrict their ability to pay dividends or makeother

252、 payments.If we or our subsidiaries are unable to receive all of the revenues from our operations,we may be unable to paydividends on our common stock.Cash dividends,if any,on our common stock will be paid in U.S.dollars.If we are considered a PRC tax resident enterprise fortax purposes,any dividend

253、s we pay to our overseas shareholders may be regarded as China-sourced income and as a result maybe subject to PRC withholding tax at up to 10%.To pay dividends to our shareholders,we will rely on payments made from our PRC subsidiaries,i.e.,Shanghai YinghuaFinancial Leasing Co.,Ltd,Shanghai TCH Ene

254、rgy Technology Co.,Ltd.,Huahong New Energy Technology Co.,Ltd.,XianTCH Energy Technology Co.,Ltd.,Erdos TCH Energy Saving Development Co.,Ltd.,Xian Zhonghong New EnergyTechnology Co.,Ltd.,and Zhongxun Energy Investment(Beijing)Co.,Ltd.,to Smart Powerr Corp.As of the date hereof,ourPRC subsidiaries h

255、ave not made any transfers or distributions.As of the date hereof,no cash or asset transfers have occurredbetween the Company and its subsidiaries.We do not expect to pay any cash dividends in the foreseeable future.Furthermore,as of the date hereof,no cash generated from one subsidiary is used to f

256、und another subsidiarys operations and we do notanticipate any difficulties or limitations on our ability to transfer cash between subsidiaries.We have also not installed any cashmanagement policies that dictate the amount of such funds and how such funds are transferred.Implications of Holding Fore

257、ign Company Accountable Act On March 24,2021,the SEC adopted interim final rules relating to the implementation of certain disclosure and documentationrequirements of the HFCAA.An identified issuer will be required to comply with these rules if the SEC identifies it as having a“non-inspection”year u

258、nder a process to be subsequently established by the SEC.On June 22,2021,U.S Senate passed theAccelerating Holding Foreign Companies Accountable Act,which was signed into law on December 29,2022,amending theHFCAA and requiring the SEC to prohibit an issuers securities from trading on any U.S.stock e

259、xchange if its auditor is notsubject to PCAOB inspections for two consecutive years instead of three consecutive years.If our auditor cannot be inspectedby the PCAOB,PCAOB,for two consecutive years,the trading of our securities on any U.S.national securities exchanges,aswell as any over-the-counter

260、trading in the U.S.,will be prohibited.On September 22,2021,the PCAOB adopted a final ruleimplementing the HFCAA,which provides a framework for the PCAOB to use when determining,as contemplated under theHFCAA,whether the PCAOB is unable to inspect or investigate completely registered public accounti

261、ng firms located in aforeign jurisdiction because of a position taken by one or more authorities in that jurisdiction.On December 2,2021,the SECissued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act.The rulesapply to registrants that the SEC ident

262、ifies as having filed an annual report with an audit report issued by a registered publicaccounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely becauseof a position taken by an authority in foreign jurisdictions.On December 16,2021,the

263、 PCAOB issued a report on itsdeterminations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered inmainland China and in Hong Kong,because of positions taken by PRC authorities in those jurisdictions.72025/5/20 10:33sec.gov/Archives/edgar/data

264、/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htmhttps:/www.sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htm21/66 Enrome LLP,our independent registered public accounting firm for the fiscal years ended December 31,2023 and 2024,isbased in Singapore and is

265、registered with PCAOB and subject to PCAOB inspection.Therefore,we believe neither Kreit&Chiu,our previous auditor,nor Enrome LLP,our current auditor,is subject to the determinations as to the inability to inspect orinvestigate registered firms completely announced by the PCAOB on December 16,2021.H

266、owever,as more stringent criteriahave been imposed by the SEC and the PCAOB,recently,which would add uncertainties to future offerings,and we cannotassure you whether Nasdaq or other regulatory authorities would apply additional and more stringent criteria to us afterconsidering the effectiveness of

267、 our auditors audit procedures and quality control procedures,adequacy of personnel andtraining,or sufficiency of resources,geographic reach or experience as it relates to the audit of our financial statements.OnAugust 26,2022,the CSRC,the Ministry of Finance of the PRC(the“MOF”),and the PCAOB signe

268、d a Statement of Protocol(the“Protocol”),governing inspections and investigations of audit firms based in China and Hong Kong.The Protocol remainsunpublished and is subject to further explanation and implementation.Pursuant to the fact sheet with respect to the Protocoldisclosed by the U.S.Securitie

269、s and Exchange Commission(the“SEC”),the PCAOB shall have independent discretion toselect any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.See“Therecent joint statement by the SEC and PCAOB,proposed rule changes submitted by Nasdaq,an

270、d the HFCAA all call foradditional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of theirauditors,especially the non-U.S.auditors which are not inspected by the PCAOB.These developments could add uncertaintiesto the trading of our common stoc

271、k”in our 2024 Annual Report,which is incorporated herein by reference.PRC Regulatory Permissions We and our operating subsidiaries currently have received all material permissions and approvals required for our operations incompliance with the relevant PRC laws and regulations in the PRC,including t

272、he business licenses of our operatingsubsidiaries.The business license is a permit issued by Administration for Market Regulation that allows the company to conduct specificbusiness within the governments geographical jurisdiction.Each of our PRC subsidiaries has received its business license.Asof t

273、he date hereof,except for the business licenses mentioned here,Smart Powerr Corp.and our PRC subsidiaries are notrequired to obtain any other permissions or approvals from any Chinese authorities to operate the business.However,applicablelaws and regulations may be tightened,and new laws or regulati

274、ons may be introduced to impose additional governmentapproval,license,and permit requirements.If we or our subsidiaries fail to obtain and maintain such approvals,licenses,orpermits required for our business,inadvertently conclude that such approval is not required,or respond to changes in theregula

275、tory environment,we or our subsidiaries could be subject to liabilities,penalties,and operational disruption,which maymaterially and adversely affect our business,operating results,financial condition and the value of our common stock,significantly limit or completely hinder our ability to offer or

276、continue to offer securities to investors,or cause such securities tosignificantly decline in value or become worthless.On August 8,2006,six PRC regulatory agencies jointly adopted the Regulations on Mergers and Acquisitions of DomesticEnterprises by Foreign Investors,or the M&A Rules,which came int

277、o effect on September 8,2006 and were amended on June22,2009.The M&A Rules require that an offshore special purpose vehicle formed for overseas listing purposes and controlleddirectly or indirectly by PRC Citizens shall obtain the approval of the China Securities Regulatory Commission(“CSRC”)priorto

278、 overseas listing and trading of such special purpose vehicles securities on an overseas stock exchange.Based on ourunderstanding of the Chinese laws and regulations in effect at the time of this prospectus,we will not be required to submit anapplication to the CSRC for its approval of future offeri

279、ngs and the trading of common stock on the Nasdaq under the M&ARules.However,there remains some uncertainty as to how the M&A Rules will be interpreted or implemented,and therequirement standard may change when new laws,rules and regulations or detailed implementations and interpretations in anyform

280、 relating to the M&A Rules are installed.We cannot assure you that relevant Chinese government agencies,including theCSRC,would reach the same conclusion.Recently,the General Office of the Central Committee of the Communist Party of China and the General Office of the StateCouncil jointly issued the

281、 Opinions on Strictly Cracking Down on Illegal Securities Activities,which were made available tothe public on July 6,2021.The Opinions on Strictly Cracking Down on Illegal Securities Activities emphasized the need tostrengthen the administration over illegal securities activities,and the need to st

282、rengthen the supervision over overseas listingsby Chinese companies.Pursuant to the Opinions,Chinese regulators are required to accelerate rulemaking related to theoverseas issuance and listing of securities,and update the existing laws and regulations related to data security,cross-borderdata flow,

283、and management of confidential information.Numerous regulations,guidelines and other measures are expected tobe adopted under the umbrella of or in addition to the Cybersecurity Law and Data Security Law.As of the date hereof,noofficial guidance or related implementation rules have been issued.As a

284、result,the Opinions on Strictly Cracking Down onIllegal Securities Activities remain unclear on how they will be interpreted,amended and implemented by the relevant PRCgovernmental authorities.2025/5/20 10:33sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htmhttps:/w

285、ww.sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htm22/6682025/5/20 10:33sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htmhttps:/www.sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htm23/66 On Dece

286、mber 28,2021,the CAC and other relevant PRC governmental authorities jointly promulgated the CybersecurityReview Measures(the“new Cybersecurity Review Measures”)which took effect on February 15,2022 and replaced theoriginal Cybersecurity Review Measures.Pursuant to the new Cybersecurity Review Measu

287、res,if critical informationinfrastructure operators purchase network products and services,or network platform operators conduct data processingactivities that affect or may affect national security,they will be subject to cybersecurity review.A network platform operatorholding more than one million

288、 users/users individual information also shall be subject to cybersecurity review before listingabroad.The cybersecurity review will evaluate,among others,the risk of critical information infrastructure,core data,important data,or a large amount of personal information being influenced,controlled or

289、 maliciously used by foreigngovernments and risk of network data security after going public overseas.We believe that neither we nor our subsidiaries are currently required to obtain permission from any of the PRC authorities tooperate and issue our common stock to foreign investors,or required to o

290、btain permission or approval from the CSRC,CAC orany other governmental agency.Recently,however,the General Office of the Central Committee of the Communist Party ofChina and the General Office of the State Council jointly issued the“Opinions on Severely Cracking Down on Illegal SecuritiesActivities

291、 According to Law,”or the“Opinions,”which were made available to the public on July 6,2021.The Opinionsemphasized the need to strengthen the administration over illegal securities activities and the need to strengthen the supervisionover overseas listings by Chinese companies.Effective measures,such

292、 as promoting the construction of relevant regulatorysystems,will be taken to deal with the risks and incidents of China-concept overseas listed companies,cybersecurity,dataprivacy protection requirements,and similar matters.The Opinions and any related implementing rules to be enacted maysubject us

293、 to compliance requirements in the future.Given the current regulatory environment in the PRC,we are still subject tothe uncertainty of different interpretation and enforcement of the rules and regulations in the PRC adverse to us,which maytake place quickly with little advance notice.See“The Opinio

294、ns recently issued by the General Office of the Central Committeeof the Communist Party of China and the General Office of the State Council may subject us to additional compliancerequirement in the future”in our 2024 Annual Report,which is incorporated herein by reference.We believe we will not be

295、subject to the Cybersecurity Review Measures that became effective on February 15,2022 under theCAC,because we currently do not have over one million users personal information and do not anticipate that we will becollecting over one million users personal information in the foreseeable future,which

296、 we understand might check subject us tothe Cybersecurity Review Measures.We are also not subject to network data security review by the CAC if the DraftRegulations on the Network Data Security Administration are enacted as proposed,since we currently do not have over onemillion users personal infor

297、mation and do not collect data that affects or may affect national security and we do not anticipatethat we will be collecting over one million users personal information or data that affects or may affect national security in theforeseeable future,which we understand might otherwise subject us to t

298、he Security Administration Draft.Moreover,we believe that no relevant laws or regulations in the PRC explicitly require us to seek approval from the CSRC forour overseas listing plan.As of the date of this prospectus,we and our PRC subsidiaries have not received any inquiry,notice,warning,or sanctio

299、ns regarding our planned overseas listing from the CSRC or any other PRC governmental authorities.However,on February 17,2023,the CSRC promulgated Trial Administrative Measures of the Overseas Securities Offering andListing by Domestic Companies(the“Overseas Listing Trial Measures”)and five relevant

300、 guidelines,which became effectiveon March 31,2023.According to the Overseas Listing Trial Measures,PRC domestic companies that seek to offer and listsecurities in overseas markets,either in direct or indirect means,are required to fulfill the filing procedure with the CSRC andreport relevant inform

301、ation.The Overseas Listing Trial Measures provides that an overseas listing or offering is explicitlyprohibited,if any of the following:(1)such securities offering and listing is explicitly prohibited by provisions in laws,administrative regulations and relevant state rules;(2)the intended securitie

302、s offering and listing may endanger nationalsecurity as reviewed and determined by competent authorities under the State Council in accordance with law;(3)the domesticcompany intending to make the securities offering and listing,or its controlling shareholder(s)and the actual controller,havecommitte

303、d relevant crimes such as corruption,bribery,embezzlement,misappropriation of property or undermining the order ofthe socialist market economy during the latest three years;(4)the domestic company intending to make the securities offeringand listing is currently under investigations for suspicion of

304、 criminal offenses or major violations of laws and regulations,andno conclusion has yet been made thereof;or(5)there are material ownership disputes over equity held by the domesticcompanys controlling shareholder(s)or by other shareholder(s)that are controlled by the controlling shareholder(s)and/o

305、ractual controller.92025/5/20 10:33sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htmhttps:/www.sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htm24/66 The Overseas Listing Trial Measures also provides that if the issuer meets both

306、the following criteria,the overseas securitiesoffering and listing conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies:(1)50%or more of any of the issuers operating revenue,total profit,total assets or net assets as documented in its auditedconsolidated fi

307、nancial statements for the most recent fiscal year is accounted for by domestic companies;and(2)the issuersmain business activities are conducted in China,or its main place(s)of business are located in China,or the majority of seniormanagement staff in charge of its business operations and managemen

308、t are PRC citizens or have their usual place(s)ofresidence located in China.Where an issuer submits an application for initial public offering to competent overseas regulators,such issuer must file with the CSRC within three business days after such application is submitted.In addition,the OverseasL

309、isting Trial Measures provide that the direct or indirect overseas listings of the assets of domestic companies through one ormore acquisitions,share swaps,transfers or other transaction arrangements shall be subject to filing procedures in accordancewith the Overseas Listing Trial Measures.The Over

310、seas Listing Trial Measures also requires subsequent reports to be filed withthe CSRC on material events,such as change of control or voluntary or forced delisting of the issuer(s)who have completedoverseas offerings and listings.At a press conference held for these new regulations(“Press Conference

311、”),officials from the CSRC clarified that the domesticcompanies that have already been listed overseas on or before March 31,2023 shall be deemed as existing issuers(the“ExistingIssuers”).Existing Issuers are not required to complete the filling procedures immediately,and they shall be required to f

312、ilewith the CSRC upon occurrences of certain subsequent matters such as follow-on offerings of securities.According to theOverseas Listing Trial Measures and the Press Conference,the existing domestic companies that have completed overseasoffering and listing before March 31,2023,such as us,shall no

313、t be required to perform filing procedures for the completedoverseas securities issuance and listing.However,from the effective date of the regulation,any of our subsequent securitiesoffering in the same overseas market or subsequent securities offering and listing in other overseas markets shall be

314、 subject tothe filing requirement with the CSRC within three working days after the offering is completed or after the relevant applicationis submitted to the relevant overseas authorities,respectively.If it is determined that any approval,filing or other administrativeprocedures from other PRC gove

315、rnmental authorities is required for any future offering or listing,we cannot assure you that wecan obtain the required approval or accomplish the required filings or other regulatory procedures in a timely manner,or at all.If we fail to fulfill filing procedure as stipulated by the Trial Measures o

316、r offer and list securities in an overseas market inviolation of the Trial Measures,the CSRC may order rectification,issue warnings to us,and impose a fine of betweenRMB1,000,000 and RMB10,000,000.Persons-in-charge and other persons that are directly liable for such failure shall bewarned and each i

317、mposed a fine from RMB500,000 to RMB5,000,000.Controlling shareholders and actual controlling personsof us that organize or instruct such violations shall be imposed a fine from RMB1,000,000 and RMB10,000,000.On February 24,2023,the CSRC published the Provisions on Strengthening the Confidentiality

318、and Archives AdministrationRelated to the Overseas Securities Offering and Listing by Domestic Enterprises(the“Provisions on Confidentiality andArchives Administration”),which came into effect on March 31,2023.The Provisions on Confidentiality and ArchivesAdministration requires that,in the process

319、of overseas issuance and listing of securities by domestic entities,the domesticentities,and securities companies and securities service institutions that provide relevant securities service shall strictlyimplement the provisions of relevant laws and regulations and the requirements of these provisi

320、ons,establish and improve ruleson confidentiality and archives administration.Where the domestic entities provide with or publicly disclose documents,materials or other items related to the state secrets and government work secrets to the relevant securities companies,securitiesservice institutions,

321、overseas regulatory authorities,or other entities or individuals,the companies shall apply for approval ofcompetent departments with the authority of examination and approval in accordance with law and report the matter to thesecrecy administrative departments at the same level for record filing.Whe

322、re there is unclear or controversial whether or not theconcerned materials are related to state secrets,the materials shall be reported to the relevant secrecy administrativedepartments for determination.However,there remain uncertainties regarding the further interpretation and implementation ofthe

323、 Provisions on Confidentiality and Archives Administration.102025/5/20 10:33sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htmhttps:/www.sec.gov/Archives/edgar/data/721693/000121390025045429/ea0242536-s1a2_smartpowerr.htm25/66 As of the date of this prospectus,we an

324、d our PRC subsidiaries have obtained the requisite licenses and permits from the PRCgovernment authorities that are material for the business operations of our PRC subsidiaries.In addition,as of the date of thisprospectus,we and our PRC subsidiaries are not required to obtain approval or permission

325、from the CSRC or the CAC or anyother entity that is required to approve our PRC subsidiaries operations or required for us to offer securities to foreign investorsunder any currently effective PRC laws,regulations,and regulatory rules.If it is determined that we are subject to filingrequirements imp

326、osed by the CSRC under the Overseas Listing Regulations or approvals from other PRC regulatory authoritiesor other procedures,including the cybersecurity review under the revised Cybersecurity Review Measures,for our futureoffshore offerings,it would be uncertain whether we can or how long it will t

327、ake us to complete such procedures or obtain suchapproval and any such approval could be rescinded.Any failure to obtain or delay in completing such procedures or obtainingsuch approval for our offshore offerings,or a rescission of any such approval,if obtained by us,would subject us to sanctionsby

328、the CSRC or other PRC regulatory authorities for failure to file with the CSRC or failure to seek approval from othergovernment authorization for our offshore offerings.These regulatory authorities may impose fines and penalties on ouroperations in China,limit our ability to pay dividends outside of

329、 China,limit our operating privileges in China,delay or restrictthe repatriation of the proceeds from our offshore offerings into China or take other actions that could materially and adverselyaffect our business,financial condition,results of operations,and prospects,as well as the trading price of

330、 our common stock.The CSRC or other PRC regulatory authorities also may take actions requiring us,or making it advisable for us,to halt ouroffshore offerings before settlement and delivery of the securities offered.Consequently,if investors engage in market tradingor other activities in anticipation

331、 of and prior to settlement and delivery,they do so at the risk that settlement and delivery maynot occur.In addition,if the CSRC or other regulatory authorities later promulgate new rules or explanations requiring that weobtain their approvals or accomplish the required filing or other regulatory p

332、rocedures for our prior offshore offerings,we maybe unable to obtain a waiver of such approval requirements,if and when procedures are established to obtain such a waiver.Anyuncertainties or negative publicity regarding such approval requirement could materially and adversely affect our business,pro

333、spects,financial condition,reputation,and the trading price of our common stock.Since these statements and regulatory actions by the PRC government are newly published and official guidance and relatedimplementation rules have not been issued,it is highly uncertain how soon legislative or administrative regulation makingbodies will respond and what existing or new laws or regulations or detailed i