通盈集团（Tong Ying Group）美股F-1/A招股说明书（2025年4月23日版）

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 Amendment No. 1 toFORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Tong Ying Group(Exact name of Registrant as specified in its charter) Not Applicable(Translation of Registrant’s name into English) Cayman Islands5160Not Applicable(State or Other Jurisdictionof Incorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S. EmployerIdentification No.) Room 2701, Gubei SOHO, Building 1No. 188 Hongbaoshi RoadHongqiao Road Street, Changning DistrictShanghai, China, 201103Telephone: +86 02162593828(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) Cogency Global Inc.122 East 42nd Street, 18th FloorNew York, NY 10168Telephone: (212) 947-7200(Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Mark Crone, Esq.Liang Shih, Esq.The Crone Law Group, P.C.420 Lexington Ave, Suite 2446New York, NY 10170Telephone: (646) 861-7891 Richard Anslow, Esq.Jonathan Deblinger, Esq.Ellenoff Grossman & Schole LLP1345 Avenue of the Americas, 11th FloorNew York, New York 10105Telephone: (212) 370-1300 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of thisregistration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933, check the following box.☐ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering.☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.☐ Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of1933. Emerging growth company☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theRegistrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial AccountingStandards Board to its Accounting Standards Codification after April 5, 2012. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effectivedate until the Registrant shall file a further amendment which specifically states that this registration statement shallthereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until theregistration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), maydetermine. The information in this preliminary prospectus is not complete and may be changed. We will not sell these securities untilthe registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus isnot an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale isnot permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED APRIL 23, 2025 [] Ordinary Shares TONG YING GROUP This is the initial public offering of Tong Ying Group, a Cayman Islands exempted company. We are offering on a firmcommitment basis [ ] ordinary shares, par value $0.005 per share (“Ordinary Shares” or “Shares”). We anticipate the initial publicoffering price will be between $[●] and $[●] per share. Prior to this offering, no public market has existed for our Ordinary Shares. We have applied to list our Ordinary Shares for tradingon the Nasdaq Capital Market, or Nasdaq, under the symbol “TYZ”. We believe that upon the completion of the offeringcontemplated by this prospectus, we will meet the standards for listing on the Nasdaq Capital Market. We cannot guarantee that wewill be successful in listing our Ordinary Shares for trading on the Nasdaq Capital Market; however, we will not complete thisoffering unless we are so listed. Investing in our ordinary shares involves a high degree of risk, including the risk of losing your entire investment. See“Risk Factors” beginning o