利邦厨具美股招股说明书(2024-10-22版)

This is an initial public offering of 1,520,000 ordinary shares of Li Bang International CorporationInc. (“we”, “our Company”, “Li Bang”, or the “Company”), a Cayman Islands exempted company. Prior tothis offering, there has been no public market for our ordinary shares, par value $0.0001. The initial publicoffering price is US$4.00 per share. Our ordinary shares have been approved to list on The Nasdaq Capital Market under the symbol“LBGJ.” Investors are cautioned that you are not buying shares of a China-based operating companybut instead are buying shares of a Cayman Islands holding company issuer that operates through itssubsidiaries. Li Bang International Corporation Inc. is a Cayman Islands holding company that conducts all ofits operations and operates its business in the People’s Republic of China, or the PRC, through its PRCSubsidiaries, in particular, Suzhou Deji Kitchen Engineering Co., Limited (“Suzhou Deji”), Wuxi Li BangKitchen Appliance Co., Limited (“Wuxi Li Bang”), and Li Bang Kitchen Appliance Co., Limited (“LiBang Kitchen Appliance”) (collectively the “Operating Subsidiaries”, or the “PRC Subsidiaries”). Investorsin our ordinary shares should be aware that you are not permitted to directly hold equity interests in theChinese operating entities. Investors can only purchase equity solely in Li Bang International CorporationInc., our Cayman Islands holding company, which indirectly owns majority equity interests in the PRCSubsidiaries. Our ordinary shares offered in this offering are shares of our Cayman Islands holdingcompany instead of shares of our subsidiaries in China. We as well as the investors are subject to unique risks due to uncertainty of the interpretation andthe application of the PRC laws and regulations, including but not limited to limitation on foreignownership of internet technology companies, and regulatory review of oversea listings of PRC companiesthrough a holding company. We are also subject to the risks of uncertainty about any future actions of thePRC government in this regard. We may also be subject to sanctions imposed by PRC regulatory agenciesincluding the Chinese Securities Regulatory Commission (“CSRC”) if we fail to comply with their rulesand regulations. The Chinese regulatory authorities could disallow our operating structure in the future, andthis would likely result in a material change in our financial performance, our results of operations, ouractual operations in China, and/or the value of our ordinary shares, which could cause the value of suchsecurities to significantly decline or become worthless. We face various legal and operational risks and uncertainties related to being based in andhaving all of our operations in China. The PRC government has significant authority to exertinfluence on the ability of a China-based company, such as us, to conduct its business, accept foreigninvestments, or list on U.S. or other foreign exchanges. Recently, the PRC government adopted aseries of regulatory actions and issued statements to regulate business operations in China with littleadvance notice, including cracking down on illegal activities in the securities market, adopting newmeasures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopolyenforcement. As confirmed by our PRC counsel, Jiangsu Junjin Law Firm, we will not be subject tocybersecurity review with the Cyberspace Administration of China, or the “CAC,” after theCybersecurity Review Measures became effective on February 15, 2022, since we currently do nothave over one million users’ personal information and do not anticipate that we will be collectingover one million users’ personal information in the foreseeable future, which we understand mightotherwise 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 Administrationare enacted as proposed, given that: (i) using our products and services does not require users toprovide any personal information; (ii) we do not possess any personal information of users in ourbusiness operation; (iii) we do not collect data or operate crucial network facilities and informationsystems that affect or may affect national security or public interest and we do not anticipate that wewill be collecting over one million users’ personal information or data that affects or may affectnational security in the foreseeable future, which we understand might otherwise subject us to theSecurity Administration Draft. As advised by our PRC counsel, Jiangsu Junjin Law Firm, norelevant laws or regulations in the PRC explicitly require us to seek approval from the CSRC for ouroverseas listing plan. As of the date of this prospectus, we and our PRC Subsidiaries have notreceived any inquiry, notice, warning, or sanctions regarding our planned overseas listing from theCSRC or any other PRC governmental authorities. However, since these