雷神能源美股招股说明书(2024-12-20版)

This is an initial public offering of the Ordinary Shares of Leishen Energy Holding Co., Ltd. (“LeishenCayman”), a holding company incorporated in the Cayman Islands, which conducts substantially all of itsoperations in China through its operating subsidiaries. Throughout this prospectus, unless the context indicatesotherwise, references to “Leishen Cayman” refer to Leishen Energy Holding Co., Ltd., the Cayman Islandsholding company, and references to “we,” “us”, the “Company” or the “Group” are to the combined group ofLeishen Cayman and its consolidated subsidiaries. Leishen Cayman is offering on a firm commitment basis 1,375,000 ordinary shares, par value $0.001per share (the “Ordinary Shares”). We have granted to the underwriters the option, exercisable for 45 days fromthe date this registration statement is declared effective, to purchase up to an additional 15% of the total numberof Ordinary Shares to be offered by Leishen Cayman in this offering. Prior to this offering, there has been nopublic market for Leishen Cayman’s Ordinary Shares. The initial public offering price is $4.00 per share. TheOrdinary Shares have been approved by The Nasdaq Stock Market LLC (“Nasdaq”) for listing on the NasdaqCapital Market with the trading symbol “LSE”. There were 15,500,000 Ordinary Shares issued and outstandingimmediately prior to this offering. In respect of matters requiring the votes of shareholders, each Ordinary Shareis entitled to one vote. We are an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federalsecurities laws. We are also a “controlled company” under the Nasdaq listing rules, since Hongliang Li, ourchief executive officer and director, through his holding company Polar Energy Company Limited, controls amajority of the voting power of our outstanding ordinary shares. As such, we are eligible for reduced publiccompany reporting requirements for this and future filings. If we rely on these exemptions, you will not havethe same protection afforded to shareholders of companies that are subject to these corporate governancerequirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company”, “ProspectusSummary—Implications of Being a Foreign Private Issuer,” and “Prospectus Summary—Implications of Beinga Controlled Company”. INVESTORSPURCHASING SECURITIES IN THIS OFFERING ARE PURCHASINGSECURITIES OF LEISHEN CAYMAN, A CAYMAN ISLANDS HOLDING COMPANY, RATHERTHAN SECURITIES OF LEISHEN CAYMAN’S SUBSIDIARIES THAT CONDUCT SUBSTANTIVEBUSINESS OPERATIONS IN CHINA. Leishen Cayman is not a Chinese operating company but aholding company incorporated in the Cayman Islands. This is an offering of the Ordinary Shares of Leishen Cayman, the offshore holding company. You are not investing in any of the Affiliated Entities.As a holding company with no material operations of its own, Leishen Cayman conducts substantially allof its operations through its Operating Subsidiaries in the PRC. All of our subsidiaries are controlled byLeishen Cayman through, direct or indirect, equity ownership and we do not have any variable interestentities structure. For a description of our corporate structure, see “Business—Our Corporate History andStructure” beginning on page 94. TABLE OF CONTENTS Leishen Cayman’s Ordinary Shares offered in this prospectus are shares of the company incorporated in theCayman Islands, and not the shares of its subsidiaries. Because of the Group’s corporate structure, and since ouroperations are primarily located in the PRC, we are subject to various legal and operational risks and uncertaintiesassociated with being based in or having the majority of our operations in China and the complex and evolving PRClaws and regulations. For example, we face risks associated with regulatory approvals on offerings conductedoverseas by and foreign investment in China-based issuers, anti-monopoly regulatory actions, oversight oncybersecurity, data privacy and personal information. For a description of our corporate structure, see “Business—Our Corporate History and Structure”. The PRC government initiated a series of regulatory actions and statements to regulate activities in theoversea securities listing in China, including cracking down on illegal activities in the securities market, enhancingsupervision over China-based companies listed overseas using a variable interest entity structure. On February 17,2023, the China Securities Regulatory Commission (“CSRC”) released the Trial Administrative Measures ofOverseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures, and fivesupporting guidelines, which have come into effect on March 31, 2023. The Overseas Listing Trial Measures willregulate both direct and indirect overseas offering and listing by PRC domestic companies by adopting a filing-based regulatory regime. Pursuant to the Overseas Listing Trial Measures, domestic companies that seek to offer orlist securities o