有家保险美股招股说明书(2024-03-29版)

U-BX Technology Ltd._________________ This is an initial public offering of our ordinary shares, par value $0.0001 (the “ordinary shares”). Prior to this offering,there has been no public market for our ordinary shares. The offering price of our ordinary shares is $5.00 per share (the“Offering Price”). The ordinary shares will be listed on the Nasdaq Capital Market under the symbol “UBXG”. Our ordinaryshares were approved for listing on the Nasdaq Capital Market. U-BX Technology Ltd., or U-BX, was incorporated in the Cayman Islands. As a holding company with no materialoperations of our own, we conduct our operations in China through Youjiayoubao (Beijing) Technology Limited, or U-BXBeijing, its subsidiaries based in China and Suzhou Youjiayoubao Technology Co., Limited, or U-BX Suzhou. U-BX is aholding company with no material operations of its own. We currently conduct our operations primarily through the PRCOperating Entities. Investors will not and may never directly hold equity interests in the PRC Operating Entities. After thedissolution of the VIE structure, U-BX now controls and receives the economic benefits of U-BX Beijing, U-BX Suzhou and U-BX Beijing’s subsidiaries’ business operation, if any, through equity ownership. Any references to “U-BX” are to U-BXTechnology Ltd., the ultimate holding company and any references to “we”, “us”, “our Company,” “the Company,” or “our” areto U-BX Technology Ltd. (“U-BX”) and its subsidiaries. U-BX Suzhou, U-BX Beijing, Jiangsu Jingmo Technology Co., Ltd.,Jiangsu Youjiayouche Technology Co., Ltd. and Rudongyoujia Smart Technology Co., Ltd. conduct business operations, andthere is no business or product division/concentration among all the subsidiaries. This is an offering of the ordinary shares of U-BX, the Cayman Islands holding company. We conduct ourbusiness through U-BX Suzhou, U-BX Beijing, Jiangsu Jingmo Technology Co., Ltd., Jiangsu Youjiayouche TechnologyCo., Ltd. and Rudongyoujia Smart Technology Co., Ltd. You will not and may never have direct ownership in theoperating entities based in China. After the dissolution of the VIE structure, U-BX now controls and receives theeconomic benefits of U-BX Beijing, U-BX Suzhou and U-BX Beijing’s subsidiaries’ business operation, if any, throughequity ownership. We are subject to certain legal and operational risks associated with having substantially all business operationsin China, including changes in the legal, political and economic policies of the Chinese government, the relations betweenChina and the United States, or Chinese or United States regulations may materially and adversely affect our business,financial condition, results of operations and the market price of the ordinary shares. Any such changes couldsignificantly limit or completely hinder our ability to offer or continue to offer securities to investor and could cause thevalue of offered securities to significantly decline or become worthless. PRC laws and regulations governing our currentbusiness operations are sometimes vague and uncertain. Recently, the PRC government initiated a series of regulatoryactions and statements to regulate business operations in China with little advance notice, including cracking down onillegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, andexpanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highlyuncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws orregulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potentialimpact such modified or new laws and regulations will have on the daily business operation of U-BX Suzhou, U-BXBeijing and U-BX Beijing’s subsidiaries and U-BX’s ability to accept foreign investments and list on an U.S. or otherforeign exchange. These risks may cause significant depreciation of the value of our ordinary shares, or a completehinderance of our ability to offer or continue to offer our securities to investors. See “Risk Factors — Risks Related toDoing Business in China” beginning on page 26. As of the date of this prospectus, no currently effective laws or regulations in the PRC explicitly require us to seekapproval from the China Securities Regulatory Commission, or CSRC, or any other PRC governmental authorities forour overseas listing plan, nor have we received any inquiry, notice, warning or sanctions regarding our planned overseaslisting from the CSRC or any other PRC governmental authorities. Recent statements by the Chinese government haveindicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreigninvestments in China based issuers. On February 17, 2023, the China Securities Regulatory Commission, or the CSRC,announced the Circular on the Administrative Arrangements for Filing of Securities