进馨科技美股招股说明书(2024-12-06版)

Jinxin Technology Holding Company Representing 22,500,000 Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, representing ordinary shares ofJinxin Technology Holding Company. Each ADS represents eighteen (18) of our ordinary shares, par valueUS$0.00001428571428 per share. We are offering a total of 1,250,000 ADSs. We are a reporting company under section 15(d) of the United States Securities Exchange Act of 1934, asamended (the “Exchange Act”). Prior to this offering, there has been no public market for the ADSs or ourordinary shares. The initial public offering price per ADS is US$4.00. Our ADSs have been approved for listingon the Nasdaq Capital Market (“Nasdaq”) under the symbol “NAMI.” Jinxin Technology Holding Company is a Cayman Islands holding company with no business operationsand not a Chinese operating company. It conducts its China-based operations through its PRC subsidiary, or theWFOE, a consolidated variable interest entity, or the VIE, and the VIE’s subsidiaries. However, we and ourshareholders do not have any equity interests in the VIE as current PRC laws and regulations restrict and imposeconditions on direct foreign investment in companies that engage in certain services, such as value-addedtelecommunication services. As a result, we operate a significant portion of our businesses in China throughcertain contractual arrangements with the VIE. This structure allows us to be considered the primary beneficiaryof the VIE for accounting purposes, which serves the purpose of consolidating the financial results of the VIE inour consolidated financial statements under generally accepted accounting principles in the U.S. (“U.S. GAAP”).This structure also provides investors with exposure to foreign investment in such companies. As of the date ofthis prospectus, these contractual arrangements have not been tested in a court of law in the PRC. The VIE isowned by certain nominee shareholders, not us. The nominee shareholders are also shareholders of our company.Fora summary of such contractual arrangements,see“Corporate History and Structure — ContractualArrangements with the VIE and Its Shareholders.” Investors in the ADSs are purchasing equity securities of aCayman Islands holding company rather than equity securities of our subsidiaries and the VIE. Investors maynever directly hold equity interests in the VIE under the current PRC laws and regulations. As used in thisprospectus, “we,” “us,” “our company,” “our” or “Jinxin Technology” refers to Jinxin Technology HoldingCompany and its subsidiaries, and, in the context of describing our consolidated financial information, businessoperations and operating data, the consolidated VIE. We refer to Shanghai Jinxin Network Technology Co., Ltd.as the VIE in the context of describing their activities and contractual arrangements with us. Our corporate structure involves unique risks to investors in the ADSs. In 2022 and 2023, substantially allof our revenues were derived from the VIE. If the PRC government deems that our contractual arrangements withthe VIE do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or ifthese regulations or the interpretation of existing regulations change in the future, we could be subject to materialpenalties or be forced to relinquish our interests in those operations or otherwise significantly change ourcorporate structure. We and our investors face significant uncertainty about potential future actions by the PRCgovernment that could affect the legality and enforceability of the contractual arrangements with the VIE and,consequently, significantly affect our ability to consolidate the financial results of the VIE and the financialperformance of our company as a whole. Our ADSs may decline in value or become worthless, if we are unableto claim our contractual rights over the assets of the VIE that conducts substantially all of our operations in China.See “Risk Factors — Risks Related to Our Corporate Structure” for detailed discussion. Under PRC law, Jinxin Technology Holding Company may provide funding to the WFOE only throughcapital contributions or loans, and to the VIE only through loans, subject to the satisfaction of applicablegovernment registration and approval requirements. In 2022 and 2023, transfers of cash were made across ourorganization through capital injections and intra-group loans. As of December 31, 2023, Jinxin TechnologyHolding Company had made cumulative capital contributions of RMB146.9 million to the WFOE through itsintermediate holding company, and had transferred RMB55.9 million to the WFOE by way of intra-group loans.In 2022 and 2023, the VIE transferred RMB20.5 million and RMB32.0 million to the WFOE, respectively, through intra-group loans. In 2022 and 2023, the WFOE transferred RMB19.8 million and RMB32.7 million tothe VIE, respectively, through repayment of loans. Apart therefrom, no other cash or asset was