星图国际美股招股说明书(2024-01-26版)

1,250,000 Class A Ordinary Shares Planet Image International Limited This is an initial public offering of our Class A ordinary shares. We are offering on a firmcommitment basis our Class A ordinary shares, par value HK$0.0001 per share. Prior to this offering,there has been no public market for our Class A ordinary shares. The initial public offering price ofour Class A ordinary shares is US$4.0 per Class A ordinary share. We have received the approvalfrom the Nasdaq Stock Market to list our Class A ordinary shares on the Nasdaq Capital Market(“Nasdaq”) under the symbol “YIBO.” Investing in our Class A ordinary shares involves a high degree of risk, including the riskof losing your entire investment. See “Risk Factors” beginning on page 20 to read about factorsyou should consider before buying our Class A ordinary shares. Our issued and outstanding share capital consists of Class A ordinary shares and Class Bordinary shares. Mr. Weidong Gu, our founder and chairman of the board of directors will beneficiallyown 22.07% of our total issued and outstanding Class A ordinary shares and 100% of our total issuedand outstanding Class B ordinary shares, representing 92.56% of our total voting power, assuming theoption to purchase additional Class A ordinary shares is exercised by the underwriter in full. As aresult, we are a “controlled company” as defined under the Nasdaq Stock Market Rules. As a“controlled company,” we are permitted to elect not to comply with certain corporate governancerequirements. Holders of Class A ordinary shares and Class B ordinary shares have the same rightsexcept for voting, transfer and conversion rights. Each Class A ordinary share is entitled to one vote,and each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinaryshare.Class A ordinary shares are not convertible into Class B ordinary shares under anycircumstances. We are an “emerging growth company” as defined under applicable U.S. securities laws and areeligible for reduced public company reporting requirements. Please read the disclosures beginning onpage 12 of this prospectus for more information. We face legal and operational risks associated with having the majority of our operations inChina. The government of People’s Republic of China (the “PRC” or “China”) has significantauthority to exert influence on the ability of a China-based company, such as us, to conduct itsbusiness. Therefore, investors of our company and our business face potential uncertainty from thePRC government. Changes in China’s economic, political or social conditions or government policiescould materially adversely affect our business and results of operations. These risks could result in amaterial change in our operations and/or the value of our Class A ordinary shares or couldsignificantly limit or completely hinder our ability to offer or continue to offer securities to investorsand cause the value of such securities to significantly decline or be worthless. In particular, recentstatements and regulatory actions by China’s government, such as those related to the use of variable interest entities and data security or anti-monopoly concerns, as well as the ability of Public CompanyAccounting Oversight Board (United States) (the “PCAOB”) to inspect our auditors, may impact ourCompany’s ability to conduct our business, accept foreign investments, or be listed on a U.S. or otherforeign stock exchange. See “Risk Factors — Risks Relating to Doing Business in the PRC.” OnFebruary 17, 2023, the China Securities Regulatory Commission (the “CSRC”) promulgated the TrialAdministrative Measures of Overseas Securities Offering and Listing by Domestic Table of Contents Companies, or the “Administrative Measures,” and five supporting guidelines, which came into effecton March 31, 2023. Our submission of a listing application will fall into the scope of overseas offeringand listing provisions in the Administration Measures. After the effectiveness of the AdministrationMeasures, we will be required to file with the CSRC in accordance with the Administration Measuresand complete the filing before the overseas issuance and listing. As of the date of this prospectus, wehave submitted a report, other required materials, and additional materials as requested by the CSRCin connection with the CSRC filing. On September 25, 2023, we received CSRC’s approval of thisoffering under the Administration Measures. However, if our filing procedures were not completedaccording to the Administration Measures or if our filing materials contain false records, misleadingstatements or material omissions, the CSRC may order us to rectify such non-compliance, issue awarning, and impose a fine of not less than RMB1 million and not more than RMB10 million. Theserisks could completely hinder our ability to offer or continue to offer securities to investors, or causesuch securities to significantly decline in value or become worthless. Unless we obta