铭腾国际美股招股说明书(2024-04-19版)

225,000 Ordinary Shares Mingteng International Corporation Inc. This prospectus relates to 225,000 ordinary shares, par value $0.00001 per share (“OrdinaryShares”), of Mingteng International Corporation Inc. (the “Company”) that may be sold from time to timeby Betty Chen Limited, an existing shareholder of the Company selling its Ordinary Shares pursuant to thisprospectus (the “Resale Shareholder”). We have received the approval letter from Nasdaq to have our ordinary shares listed on theNasdaq Capital Market under the symbol “MTEN. Once, and if, there is an established market for these resale shares, the Resale Shareholder maysell the resale shares from time to time at the market price prevailing on the Nasdaq Capital Market at thetime of offer and sale, or at prices related to such prevailing market prices or in negotiated transactions or acombination of such methods of sale directly or through brokers. Throughout this prospectus, unless the context indicates otherwise, any references to “MingtengInternational” are to Mingteng International Corporation Inc., a Cayman Islands holding company, and anyreferences to “we,” “us,” “our Company,” “the Company,” and “our” are to Mingteng International and itssubsidiaries. References to “PRC Subsidiaries” refer to Mingteng International’s subsidiaries establishedunder the laws of the People’s Republic of China, “the PRC” or “China.” Mingteng International is a Cayman Islands holding company and does not conduct any operationsof its own. It conducts all of its operations in China through the PRC Subsidiaries, in particular, WuxiMingteng Mould Technology Co., Ltd., or Wuxi Mingteng Mould. Mingteng International controls thePRC Subsidiaries through equity ownership and does not use a variable interest entity structure. Due to ourcorporate structure, there are unique risks to investors. Furthermore, Chinese regulatory authorities couldchange the rules and regulations regarding foreign ownership in the industry in which we operate, whichwould likely result in a material change in our operations or a material decrease in or elimination of thevalue of our Ordinary Shares. Investors should be aware that they will not directly hold equity interests inour PRC Subsidiaries, but rather only in Mingteng International, the holding company. See “Risk Factors –Risks Relating to Doing Business in China – The Chinese government exerts substantial influence over themanner in which we must conduct our business activities, which could result in a material change in ouroperations and/or the value of our Ordinary Shares. The Chinese government may intervene or influenceour operations at any time, which could result in a material change in our operations and the value of ourOrdinary Shares. Additionally, the governmental and regulatory interference could significantly limit orcompletely hinder our ability to offer or continue to offer securities to investors and cause the value of suchsecurities to significantly decline or be worthless” on page 34. Because our operations are all located in the PRC through our PRC Subsidiaries, we are subject tocertain legal and operational risks associated with our operations in China, including changes in the legal,political and economic policies of the Chinese government, the relations between China and the UnitedStates, or Chinese or United States regulations may materially and adversely affect our business, financial condition and results 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 operationsand the value of our Ordinary Shares, or could significantly limit or completely hinder our ability to offeror continue to offer our securities to investors and cause the value of such securities to significantly declineor be worthless. Recently, the PRC government initiated a series of regulatory actions and statements toregulate business operations in China with little advance notice, including cracking down on illegalactivities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, andexpanding efforts in anti-monopoly enforcement. As confirmed by our PRC counsel, Jiangsu Junjin LawFirm, we are not subject to cybersecurity review with the Cyberspace Administration of China, or the“CAC,” after the Cybersecurity Review Measures became effective on February 15, 2022, since wecurrently 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 we understandmight otherwise subject us to the Cybersecurity Review Measures; we are also not subject to network datasecurity review by the CAC if the Draft Regulations on the Network Data Security Administration areenacted as proposed, since we currently do not have over one million users’ personal information and donot c