微巴士美股招股说明书(2025-02-27版)

2,000,000 Ordinary Shares This is the initial public offering of the Ordinary Shares of Webus International Limited, a Cayman Islands exempted company. We areoffering 2,000,000 Ordinary Shares, par value $0.0001 per share (the “Ordinary Shares”), on a firm commitment basis, and the initialpublic offering price of the Ordinary Shares is $4.00 per share.We have received approval from the NASDAQ Stock Market (the“Nasdaq”) to list our Ordinary Shares on the Nasdaq Capital Market under the symbol “WETO.” We are an “emerging growth company,” as that term is used in the Jumpstarts Our Business Startups Act of 2012 and will be subject toreduced public company reporting requirements. We are, and following the completion of this offering, will continue to be a “controlled company” as defined under the Nasdaq Rulesbecause Mr. Zheng Jiahua, the chairman of our board of directors and his son, Mr. Zheng Nan our chief executive officer, willbeneficially own 74.09% of our then issued and outstanding Ordinary Shares, assuming the underwriter does not exercise its over-allotment option. Therefore, we may elect not to comply with certain corporate governance requirements of Nasdaq. Currently, we donot plan to utilize the “controlled company” exemptions with respect to our corporate governance practice after we complete thisoffering. On March 10, 2023, we issued an aggregate of 30,000,000 Ordinary Shares to each of the existing shareholders on a pro-rata basis.The additional issuance increased the number of issued and outstanding Ordinary Shares from 5,000,000 Ordinary Shares to35,000,000 Ordinary Shares. On October 31, 2024, we effected the below recapitalization: a reverse share split through the repurchase of 15,000,000 shares at$0.0001 per share from all shareholders ("Reverse Share Split"), that is, approximately 43% of ordinary shares was repurchased fromevery shareholder (with the fractional shares rounding off to the nearest whole share). The Reverse Share Split had no effect on anyshareholders’ proportionate equity interest. The par value remained at $0.0001 per share following the Reverse Share Split, and thenumber of our issued and outstanding ordinary shares was reduced to 20,000,000 shares. As a result, the aggregate par value of theoutstanding ordinary shares reduced, with the aggregate share subscription receivable correspondingly reduced. The Reverse ShareSplit has no effect on our total shareholders’ equity. Investing in our Ordinary Shares is highly speculative and involves a significant degree of risk.See “Risk Factors” beginningon page 26of this prospectus for a discussion of information that should be considered before making a decision to purchaseour Ordinary Shares. Webus International Limited (“Webus”, “we”, or the “Company”) is a Cayman Islands exempted company without any operation andour operations are conducted by (1) our wholly owned subsidiary Wetour Travel Tech, LLC in the United States; and (2) through 50%equity interest held by Zhejiang Xinjieni Technology Co., Ltd. (“WFOE”) in Zhejiang Youba Technology Co., Ltd., a limited liabilitycompany established under PRC law (the “VIE” or “Youba Tech”) and as beneficiary of the remaining 50% interests in Youba Techthrough contractual arrangements with Youba Tech and Individual Registered Shareholders (“50% VIE Interests”). VIE interests arenot considered as equal to equity interest and, this structure involves unique risks to investors. See“Risk Factors— Risks Related toDoing Business in China — Risks Related to Doing Business in China —Changes in China’s economic, political or social conditionsor government policies could have a material adverse effect on our business and results of operations; — Uncertainties and quickchange in the interpretation and enforcement of Chinese laws and regulations with little advance notice could result in a material andnegative impact our business operation, decrease the value of our ordinary shares and limit the legal protections available to us; and— The Chinese legal system embodies uncertainties which could negatively affect our listing on Nasdaq and limit the legal protectionsavailable to you and us.” In addition, the VIE is consolidated for accounting purpose only and Webus owns 50% equity interests and 50% VIE Interests in theVIE. Webus is not a Chinese operating company and does not conduct operations directly. PRC laws, regulations, and rules restrict andimpose conditions on foreign investment in certain types of business, including value addedtelecommunication business, and wetherefore operate these businesses in China through the VIE structure which provides investors with exposure to foreign investment inthe Chinese operating companies where foreign investors are restricted by Chinese law from holding more than 50% equity interests inthe operating companies. For a summary of these contractual arrangements, see“Corporate History and Structure — ContractualArrangements with the VIE and Individual Regist