Majestic Ideal控股美股招股说明书(2025-07-21版)

1,700,000OrdinaryShares ThisResale Prospectus relates to the resale of 1,700,000OrdinaryShares inaggregate by the Resale Shareholder named in this prospectus. We will not receive anyofthe proceeds from the sale of Ordinary Shares by the Resale Shareholder named inthis prospectus. Nosales of the Ordinary Shares covered by this prospectus shall occur untilaftercompletion of our initial public offering.Any Ordinary Shares sold by theResaleShareholder until our Ordinary Shares are listed or quoted on an establishedpublictrading market will take place at$6.0,which is the public offering price oftheShares we are selling in our initial public offering.Thereafter,any sales willoccur at prevailing market prices or in privately negotiated prices. The distributionofsecurities offered hereby may be effected in one or more transactions that maytakeplace in ordinary brokers’transactions,privately negotiated transactions orthroughsales to one or more dealers for resale of such securities as principals.Usualand customary or specifically negotiated brokerage fees or commissions may bepaid by the Resale Shareholder. Weare not a Chinese operating company,but an offshore holding companyincorporatedin the Cayman Islands.As a holding company with no material operationsofour own,we conduct our operations through our operating company in China,NewBrand.This is an offering of the Shares of Majestic Ideal Holdings Ltd,the holdingcompanyin the Cayman Islands,instead of the shares of New Brand.References to the“Company”,“we”,“us”,and“our”in the prospectus are to MIHL,the CaymanIslandentity that will issue the Shares being offered.References to“New Brand”areto the PRC entity operating the business and generating all the revenue andprofit stated in the consolidated financial statements of the Company. The Company’sownershipinterest in New Brand is held through intermediate companies in BVI andHongKong.Investors in our Shares should be aware that they may never hold equityinterestsin the Chinese operating company directly.Investors are purchasing equitysolelyin MIHL,our Cayman Islands holding company,which indirectly owns equityinterests in the Chinese operating company. Because of our corporate structure, we aswellas our investors are subject to unique risks due to uncertainty of theinterpretationand the application of PRC laws and regulations.We are also subjecttothe risks of uncertainty about any future actions of the PRC government in thisregard.We may also be subject to sanctions imposed by PRC regulatory agenciesincluding the China Securities Regulatory Commission (“CSRC”), if we fail to complywiththeir rules and regulations.PRC regulatory authorities could disallow ouroperatingstructure in the future,and this would likely result in a material changeinour operations in China and/or the value of our Shares,which could cause thevalueof such securities to significantly decline or become worthless.See“RiskFactors”beginning on page17of this prospectus for a discussion of risks facingthe Company and the offering as a result of this structure. Thereare legal and operational risks associated with being based in and havingthemajority of our operations in China.The PRC government may exercise significantoversightand discretion over the conduct of our business and may intervene orinfluenceour operations at any time.Such government actions could result in amaterialchange in our operations and/or the value of the securities we areregisteringfor sale;could significantly limit or completely hinder our ability tocontinueour operations;could significantly limit or completely hinder our abilityto offer or continue to offer our securities to investors; and may cause the value ofour securities to significantly decline or be worthless. Recently,the PRC government initiated a series of regulatory actions and made anumber of public statements on the regulation of business operations in certain areasinChina,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companies listed overseas using VIE structure,adopting new measures to extend the scope of cybersecurity reviews, and expanding theeffortsin anti-monopoly enforcement.We do not believe that we are directly subjecttothese regulatory actions or statements,as we do not have a VIE structure and ourbusinessdoes not involve the collection of user data,implicate cybersecurity,orinvolveany other type of restricted industry.Since these statements and regulatoryactionsare new,it is highly uncertain how soon the legislative or administrativeregulation making bodies will respond and what existing or new laws or regulations ordetailed implementations and interpretations will be modified or promulgated, if any, orthe potential impact such modified or new laws and regulations will have on ourdailybusiness operations or our ability to accept foreign investments and list on aU.S.exchange.Any change in foreign investment regulations,and other policies inCh