Eastern International Ltd美股招股说明书(2025-08-28版)

This is the initial public offering of the ordinary shares of Eastern International Ltd., par value $0.0001 per share (“Ordinary Shares”). We are offering on a firmcommitment basis 1,600,000 Ordinary Shares. The initial public offering price of the shares is $4 per Ordinary Share. Prior to the completion of this offering, there hasbeen no public market for our Ordinary Shares. We have been approved to have our Ordinary Shares listed on the Nasdaq Capital Market (“NASDAQ”) under thetrading symbol “ELOG”. Upon the completion of this offering, we will be a “controlled company” as defined under Nasdaq Stock Market Rules 5615(c) because Mr. Albert Wong, the Chairmanof our board of directors and our Chief Executive Officer, will beneficially own 64.8% of the voting power of our total issued and outstanding shares assuming theUnderwriter does not exercise its over-allotment option, or 64.1% of the voting power our total issued and outstanding shares if the Underwriter exercises its over-allotment option in full. As a “controlled company,” we are permitted to elect not to comply with certain corporate governance requirements. If we rely on theseexemptions, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and are subject to reduced public company Investing in our Ordinary Shares is highly speculative and involves a significant degree of risk. See “Risk Factors” beginning on page 12 of this prospectus fora discussion of information that should be considered before making a decision to purchase our Ordinary Shares. We are not a Chinese operating company but rather a Cayman Islands holding company without material operations and our business is conducted by our subsidiaries inChina and this structure involves unique risks to investors. See “Risk Factors— Risks Related to Doing Business in China —Changes in China’s economic, political orsocial conditions or government policies, could have a material adverse effect on our business and results of operations”and “Uncertaintiesand quick change in theinterpretation and enforcement of Chinese laws and regulations with little advance notice could result in a material and negative impact on our business operations,decrease the value of our Ordinary Shares and limit the legal protections available to you and us.” There are legal and operational risks associated with being based in and having all our operations in China. Recently, the PRC government initiated a series ofregulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securitiesmarket, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope ofcybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. On July 6, 2021, the General Office of the Communist Party of China CentralCommittee and the General Office of the State Council jointly issued an announcement to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorialapplication of the PRC securities laws. On December 28, 2021, Cybersecurity Review Measures was published by Cyberspace Administration of China or the CAC,National Development and Reform Commission, Ministry of Industry and Information Technology, Ministry of Public Security, Ministry of State Security, Ministry ofFinance, Ministry of Commerce, People’s Bank of China, State Administration for Market Regulation, State Administration of Radio and Television, China SecuritiesRegulatory Commission, State Secrecy Administration and State Cryptography Administration, effective on February 15, 2022, which provides that, CriticalInformation Infrastructure Operators (“CIIOs”) that purchase internet products and services and Online Platform Operators engaging in data processing activities thataffect or may affect national security shall be subject to the cybersecurity review by the Cybersecurity Review Office. On September 24, 2024, the State Councilpublished the Administration Measures for Cyber Data Security, or the “Cyber Data Security Measure”, which came into effect on January 1, 2025, requires cyber dataprocessor engaging in data processing activities that affect or may affect national security to file a national security review in accordance with relevant regulations. OnJuly 7, 2022, CAC promulgated the Measures for the Security Assessment of Data Cross-border Trans