益盛鑫美股招股说明书(2024-12-18版)

1,250,000 Class A Ordinary Shares YSX TECH CO. LTD This is an initial public offering (“IPO”) of our Class A ordinary shares, par value $0.0001 per share (“Class AOrdinary Shares”). The offering of our Class A Ordinary Shares is being conducted on a firm commitment basis bythe underwriters, of which Kingswood Capital Partners, LLC (the “Underwriter”) is acting as the representative. See“Underwriting.” Prior to this offering, there has been no public market for our Class A Ordinary Shares or Class Bordinary shares, par value $0.0001 per share (“Class B Ordinary Shares”). The initial public offering price for ourClass A Ordinary Shares is $4.00 per share. Our authorized share capital is $50,000 divided into 470,000,000 Class A Ordinary Shares and 30,000,000 Class BOrdinary Shares, and we have 20,822,675 Class A Ordinary Shares and 1,177,325 Class B Ordinary Shares issuedand outstanding immediately prior to this offering. Holders of Class A Ordinary Shares and Class B Ordinary Shareshave the same rights except for voting and conversion rights. In respect of matters requiring a vote of allshareholders, each holder of Class A Ordinary Shares is entitled to one vote per Class A Ordinary Share and eachholder of Class B Ordinary Shares is entitled to five votes per Class B Ordinary Share. The Class A Ordinary Sharesare not convertible into shares of any other class. The Class B Ordinary Shares are convertible into Class A OrdinaryShares at any time after issuance at the option of the holder on a one-to-one basis. Unless otherwise stated, as used in this prospectus, the terms “YSX Cayman,” “we,” “us,” “our Company,” and the“Company” refer to YSX TECH CO. LTD, an exempted company with limited liability incorporated under the lawsof the Cayman Islands; the term “YSX HK” refers to YSX (HK) Holding Co., Limited, a Hong Kong corporationand wholly owned subsidiary of YSX Cayman; the term “WFOE” refers to YSX HK’s wholly owned subsidiary,Yishengxin (Guangzhou) International Holding Co. Ltd., a wholly foreign-owned enterprise organized under thelaws of the People’s Republic of China (the “PRC”); the term “Xinjiang YSX” refers to Xinjiang YishengxinNetwork Technology Co. Ltd., a limited liability company organized under the laws of the PRC; the term “Xihang”refers to Guangzhou Xihang Information Technology Co., Ltd., a limited liability company organized under the lawsof the PRC; the term “VIEs” or “VIE Entities” refers to Xinjiang YSX and Xihang, collectively, and each of them isreferred to as a “VIE” or “VIE Entity”; the term “YSX Operating Companies” refers to the VIEs and theirsubsidiaries, collectively, and each of them is referred to as a “YSX Operating Company”; and the term “PRCoperating entities” refer to our PRC subsidiary and the YSX Operating Companies, collectively, and each of them isreferred to as a “PRC operating entity”. We have received an approval letter from the Nasdaq Capital Market (“Nasdaq”) to list our Class A Ordinary Shareson Nasdaq under the symbol “YSXT”. . Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing yourentire investment. See “Risk Factors” beginning on page 23 to read about factors you should consider beforebuying our Class A Ordinary Shares. We are a holding company incorporated in the Cayman Islands and not a Chinese operating company. Our Class AOrdinary Shares offered in this offering are shares of YSX Cayman, the offshore holding company in the CaymanIslands. As a holding company with no material operations of our own, we conduct our operations through the VIEsin China. For accounting purposes, we are the primary beneficiary of the VIEs to the extent that we consolidate thefinancial results of the VIEs in our consolidated statements under U.S. GAAP. Investment activities by foreigninvestors in the PRC are generally regulatedat the same level as those by domestic investors, expect forinvestments in certain specific areas.According to the Foreign Investment Law in China, the State Council shallpromulgate or approve a list of special administrative measures for market access of foreign investments, or theNegative List. The Foreign Investment Law grants national treatment to foreign-invested entities, except for thoseforeign-invested entities that operate in industries specified as either “restricted” or “prohibited” from foreigninvestment in the Negative List. The Foreign Investment Law provides that foreign-invested entities operating in“restricted” or “prohibited” industries will require market entry clearance and other permissions or approvals fromrelevant PRC government authorities. The VIEs, Xinjiang YSX and Xihang, are currently not engaged in businessactivities that fall under the Negative List. The Company elected to utilize the VIE structure through a series ofcontractual arrangements (the “VIE Agreements”) because Xinjiang YSX holds a “Value-added TelecommunicationBusiness License of the People's Republic of China” (the