F-1 1 ff12022_wuxintechnology.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 28, 2022

Registration No. 333-[    ]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________________________

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

__________________________________________

Wuxin Technology Holdings, Inc.

(Exact name of registrant as specified in its charter)

__________________________________________

Cayman Islands

 

7372

 

Not Applicable

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial Classification Code Number)

 

(I.R.S. Employer
Identification Number)

Tefa Information and Technology Plaza, Floor 15,
No. 2 Qiongyu Road, Nanshan District,
Shenzhen 518052, China
0755
-86379339
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

__________________________________________

Cogency Global Inc.
122 East 42
nd Street, 18th Floor
New York, NY 10168
Phone: (800) 221
-0102
Fax: (800) 944
-6607
(Name, address, including zip code, and telephone number, including area code, of agent for service)

__________________________________________

With a Copy to:

Joan Wu, Esq.
Hunter Taubman Fischer & Li LLC
48 Wall Street, Suite 1100

New York, NY 10005
(212) 530
-2208

 

Arila E. Zhou, Esq.
Anna Jinhua Wang, Esq.
Robinson & Cole LLP
Chrysler East Building
666 Third Avenue, 20
th Floor
New York, NY 10017

(212) 451-2908

__________________________________________

Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration 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 under the 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, please check the following box and list the 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(c) under the Securities Act, check the following box and list the 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 list the 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 of 1933.

   

Emerging growth company

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

 

 

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The information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED MARCH 28, 2022

[    ] Class A Ordinary Shares

Wuxin Technology Holdings, Inc.

This is an initial public offering (the “Offering”) of [    ] Class A ordinary shares, par value US$0.0001 per share (each, a “Class A Ordinary Share”, collectively, “Class A Ordinary Shares”) of Wuxin Technology Holdings, Inc. (the “Company” or “we”), a Cayman Islands exempted company with limited liability whose principal place of business is in Shenzhen, China. We are offering the Class A Ordinary Shares on a firm commitment basis. We expect that the initial public offering price will be in the range of $[    ] to $[    ] per Class A Ordinary Share.

As the date hereof, our authorized share capital is 500,000,000 ordinary shares of a nominal or par value of US$0.0001 each, consisting of 400,000,000 Class A Ordinary Shares and 100,000,000 Class B Ordinary Shares of par value US$0.0001 per share (each, a “Class B Ordinary Share”; collectively, “Class B Ordinary Shares”). As of the date hereof, we have 11,654,000 Class A Ordinary Shares and 22,346,000 Class B Ordinary Shares, issued and outstanding, respectively. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Each Class A Ordinary Share will be entitled to 1 vote and each Class B Ordinary Share will be entitled to 10 votes. The Class A Ordinary Shares are not convertible into shares of any other class. The Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holder on a one to one basis. The Class B Ordinary Shares are not being converted as part of this Offering.

Prior to this Offering, no public market currently exists for our Class A Ordinary Shares or Class B Ordinary Shares.

We have reserved the symbol “WXT” for purposes of listing our Class A Ordinary Shares on Nasdaq Capital Market (“Nasdaq”) and have applied to list our Class A Ordinary Shares on Nasdaq. We cannot assure you that our listing application will be approved. If our listing application is not approved, we will not complete this Offering.

We are not a Chinese operating entity but a Cayman holding company with operations conducted by our subsidiaries in China. As substantially all of our operations are conducted through our subsidiaries in China, we are subject to certain legal and operational risks associated with our subsidiaries’ operations in China, including that changes in the legal, political and economic policies of the Chinese government, the relations between China and the United States, or Chinese or United States regulations may materially and adversely affect our business, financial condition and results of operations. PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and therefore, these risks could result in a material change in our operations and/or the value of our Class A Ordinary Shares or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. We do not believe that our subsidiaries are directly subject to these regulatory actions or statements, as we have not implemented any monopolistic behavior and our business does not involve the collection of user data or implicate cybersecurity. As advised by our PRC counsel, King & Capital Law Firm, we do not expect to be subject to cybersecurity review because: (i) we do not collect or maintain personal information in our business operations and (ii) data processed in our business does not have a bearing on national security and thus may not be classified as core or important data by the authorities. See “Risk Factors — Risks Related to Doing Business in China — In light of recent events indicating greater oversight by the Cyberspace Administration of China, or CAC, over data security, particularly for companies seeking to list on a foreign exchange, we are subject to a variety of laws and other obligations regarding cybersecurity and data protection, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, our listing on Nasdaq, financial condition, results of operations, and the Offering” starting on page 38 of this prospectus for more information. As of the date of this prospectus, no relevant laws or regulations in the PRC explicitly require us to seek approval from the China Securities Regulatory Commission, or the CSRC, or any other PRC governmental authorities for our overseas listing plan, nor has our Cayman Islands holding company, or any of our subsidiaries received any inquiry, notice, warning or sanctions regarding our planned overseas listing from the CSRC or any other PRC governmental authorities. However, since these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation rules have not been issued, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on an U.S. or other foreign exchange. The Standing Committee of the National People’s Congress, or the SCNPC, or other PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that requires our company or any of our subsidiaries to obtain regulatory approval from Chinese authorities before listing in the U.S. See “Risk Factors — Risks Related to Doing Business in China” beginning on page 36 and “— Risks Related to the Class A Ordinary Shares and this Offering,” beginning on page 51 of this prospectus for a discussion of these legal and operational risks and information that should be considered before making a decision to purchase our Class A Ordinary Shares.

In the reporting periods presented in this prospectus and throughout the date of this prospectus, no dividends, distribution or other transfers of funds have occurred between and among Wuxin Holding and its subsidiaries, on the one hand; and Wuxin Holding and its subsidiaries, on the other hand, have not made any dividends, distributions or other transfer of funds to investors. For the foreseeable future, we intend to use the earnings for research and development purpose, investment in technology infrastructure, marketing and branding. As a result, we do not expect to pay any cash dividends. To the extent that we may in the future seek to fund the business through distribution, dividends or transfer of funds among and between holding company and subsidiaries, any such transfer of funds with PRC subsidiaries is subject to government regulations. The structure of cash flows within holding company and PRC subsidiaries and a summary of the applicable regulations, is as follows:

1.          Within the direct holding structure, the cross-border transfer of funds within Wuxin Holding and its PRC subsidiaries is legal and compliant with the laws and regulations of the PRC. After foreign investors’ funds enter at the consummation of the Offering, the funds can be directly transferred to its subsidiaries including Wuxin Hong Kong, and then transferred to subordinate operating entities through Wuxin Hong Kong according to the laws and regulation of the PRC.

2.           If Wuxin Holding intends to distribute dividends, its PRC subsidiaries will transfer the dividends to Wuxin Hong Kong in accordance with the laws and regulations of the PRC, and then Wuxin Hong Kong will transfer the dividends to its parent company, and the dividends will be distributed by Wuxin Holding to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions.

3.           Wuxin Holding’s PRC subsidiaries’ ability to distribute dividends is based upon their distributable earnings. Current PRC regulations permit PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of the PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of each of their registered capitals. These reserves are not distributable as cash dividends. See “Prospectus Summary — Dividend Distributions or Assets Transfer among Wuxin Holding and Its Subsidiaries” starting on page 10 of this prospectus for more information.

In addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax at a rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless reduced under treaties or arrangements between the PRC central government and the governments of other countries or regions where the non-PRC resident enterprises are tax resident. Pursuant to the tax agreement between Mainland China and the Hong Kong Special Administrative Region, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10%. However, if the relevant tax authorities determine that our transactions or arrangements are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future. Accordingly, there is no assurance that the reduced 5% withholding rate will apply to dividends received by the Hong Kong subsidiary from its PRC subsidiaries. This withholding tax will reduce the amount of dividends we may receive from the PRC subsidiaries.

To address persistent capital outflows and the RMB’s depreciation against the U.S. dollar in the fourth quarter of 2016, the People’s Bank of China and the State Administration of Foreign Exchange, or SAFE, have implemented a series of capital control measures in the subsequent months, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments and shareholder loan repayments. The PRC government may continue to strengthen its capital controls and our PRC subsidiaries’ dividends and other distributions may be subject to tightened scrutiny in the future. The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if the subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments.

Foreign currency exchange regulation in the PRC is primarily governed by the Regulations on the Administration of Foreign Exchange, most recently revised by the State Council on August 5, 2008, Notice on Further Simplifying and Improving Policies of Foreign Exchange Administration Regarding Direct Investment issued by SAFE on February 13, 2015, and the Provisions on the Administration of Settlement, Sale and Payment of Foreign Exchange promulgated by People’s Bank of China on June 20, 1996. Currently, RMB is convertible for current account items, including the distribution of dividends, interest payments, trade and service related foreign exchange transactions. Conversion of RMB for most capital account items, such as direct investment, security investment and repatriation of investment, however, is still subject to registration with the SAFE. Foreign-invested enterprises may buy, sell and remit foreign currencies at financial institutions engaged in foreign currency settlement and sale after providing valid commercial documents and, in the case of most capital account item transactions, obtaining approval from the SAFE. Capital investments by foreign enterprises are also subject to limitations, which include approvals by the NDRC, the Ministry of Construction, and registration with the SAFE.

Furthermore, pursuant to the Holding Foreign Companies Accountable Act, or the HFCAA, the Public Company Accounting Oversight Board, or the PCAOB, issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the People’s Republic of China because of a position taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a

 

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position taken by one or more authorities in Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. Our auditor, TPS Thayer LLC, the independent registered public accounting firm that issues the audit report included in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess TPS Thayer LLC’s compliance with applicable professional standards. TPS Thayer LLC is headquartered in Sugar Land, Texas with no branches or offices outside the United States and has been inspected by the PCAOB on a regular basis. Our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021 relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or Hong Kong because of a position taken by one or more authorities in the PRC or Hong Kong, however, recent developments with respect to audits of China-based companies create uncertainty about the ability of our PRC subsidiaries to fully cooperate with TPS Thayer LLC’s audit without the approval of the Chinese authorities. In the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor, then such lack of inspection could cause trading in our securities to be prohibited under the Holding Foreign Companies Accountable Act, and ultimately result in a determination by a securities exchange to delist our securities. A termination in the trading of our securities or any restriction on the trading in our securities would be expected to have a negative impact on us as well as on the value of our securities. See “Risk Factors — Risks Related to Doing Business in China — Although the audit report included in this prospectus is prepared by U.S. auditors who are currently inspected by the Public Company Accounting Oversight Board (the “PCAOB”), there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such inspection. Furthermore, trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act (the “HFCA Act”) if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq, may determine to delist our securities. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.” starting on page 39 of this prospectus for more information.

On December 24, 2021, the CSRC, issued Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (the “Administration Provisions”), and the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (the “Measures”), which are now open for public comments. The Administration Provisions and Measures for overseas listings lay out specific requirements for filing documents and include unified regulation management, strengthening regulatory coordination, and cross-border regulatory cooperation. Domestic companies seeking to list abroad must carry out relevant security screening procedures if their businesses involve such supervision. Companies endangering national security are among those off-limits for overseas listings. According to Relevant Officials of the CSRC Answered Reporter Questions (“CSRC Answers”), after the Administration Provisions and Measures are implemented upon completion of public consultation and due legislative procedures, the CSRC will formulate and issue guidance for filing procedures to further specify the details of filing administration and ensure that market entities could refer to clear guidelines for filing, which means it still takes time to make the Administration Provisions and Measures into effect. As the Administration Provisions and Measures have not yet come into effect, we are currently unaffected. However, according to CSRC Answers, new initial public offerings and refinancing by existent overseas listed Chinese companies will be required to go through the filing process; other existent overseas listed companies will be allowed sufficient transition period to complete their filing procedure, which means we will certainly go through the filing process for this Offering. However, it is uncertain when the Administration Provision and the Measures will take effect or if they will take effect as currently drafted. If it is determined in the future that the approval of the CSRC, the CAC or any other regulatory authority is required for the merger, we may face sanctions by the CSRC, the CAC or other PRC regulatory agencies, or these regulatory agencies may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operations in China or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our securities. In addition, if the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for the merger, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Following the consummation of the merger, if applicable PRC laws, regulations or interpretations change and we are required to obtain approval or permissions from the CSRC, the CAC or any other regulatory authority to operate our business in China and/or to offer securities being registered to foreign investors, we may have to obtain such approval or permission or seek wavier from relevant regulatory PRC agencies before we can continue our China operation and to offer securities to foreign investors, the procedures of which may be time consuming, unpredictable and costly, and there is no assurance that we can successfully obtain such approval, permission or seek waiver. Any of those interruptions, uncertainty and/or negative publicity regarding such an approval requirement either prior to the consummation of the Merger or in the future may have a material adverse effect on our business and financial condition, result of operations and prospectus, as well as the value and trading price of our securities. See “Prospectus Summary — Permission or Approval Required from the PRC Authorities for Our Operation and Offering” starting on page 12 of this prospectus for more information.

Substantially all of our assets are located in the PRC. In addition, all of our directors and officers are nationals or residents of the PRC and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. See “Risk Factors — Risks Related to Doing Business in China — You may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions in China against us or our management named in the prospectus based on foreign laws.” starting on page 48 of this prospectus for more information.

We anticipate that following the completion of this Offering, our Chief Executive Officer and Chairman of the Board of the Directors, Lianqi Liu, as the beneficial owner of 13,600,000 Class B Ordinary Shares, will be able to exercise an aggregate of [    ]% voting power of the Company assuming the full exercise of the over-allotment option by the underwriters. Therefore, Mr. Liu could exert substantial influence over matters requiring approval by our shareholders, including electing directors and approving mergers or other business combination transactions. This concentration of ownership may also discourage, delay or prevent a change in control of our Company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our Company and might reduce the price of our securities. Actions may be taken even if they were opposed by our other shareholders. Under NASDAQ Marketplace Rules, we may be deemed a “controlled company” upon the closing of this Offering and as a result, qualify for, and intend to rely on, exemptions from certain corporate governance requirements.

We are an “emerging growth company” as defined under U.S. federal securities laws and are eligible for reduced public company reporting requirements.

Investing in our Class A ordinary shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 20.

 

Per Share

 

Total Without Exercise of
Over-Allotment
Option

 

Total With
Exercise of
Over-Allotment
Option

Public offering price

 

$

   

$

   

$

 

Underwriting discounts(1)

 

$

   

$

   

$

 

Net proceeds before expenses to us(2)

 

$

 

 

$

 

 

$

 

____________

(1)         We have agreed to pay Prime Number Capital, LLC (the “Representative”), the representative on behalf of the underwriters, a fee equal to 7.0% of the gross proceeds of the Offering. We have agreed to grant to the Representative a [45]-day option to purchase up to 15% of the aggregate number of Class A Ordinary Shares sold in the Offering. See “Underwriting” in this prospectus for more information regarding our arrangements with the underwriters.

(2)         We expect our total cash expenses for this Offering (including cash expenses payable to our underwriters for their out-of-pocket expenses) to be approximately $[    ] million, exclusive of the above commissions. In addition, we will pay additional items of value in connection of this Offering that are viewed by the Financial Industry Regulatory, or FINRA, as underwriting compensation. These payments will further reduce proceeds available to us before expenses. See “Underwriting”.

If the over-allotment option is exercised in full, the total underwriting discounts and commissions payable will be $[    ], and the total proceeds to us, after underwriting commissions and expenses but before Offering expenses, will be $[    ]. If we complete this Offering, net proceeds will be delivered to us on the closing date.

Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated [•], 2022.

 

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TABLE OF CONTENTS

 

Page

PROSPECTUS SUMMARY

 

1

SUMMARY FINANCIAL DATA

 

19

RISK FACTORS

 

20

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

 

58

ENFORCEABILITY OF CIVIL LIABILITY

 

59

USE OF PROCEEDS

 

60

DIVIDEND POLICY

 

61

CAPITALIZATION

 

62

DILUTION

 

63

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

65

INDUSTRY

 

78

OUR HISTORY AND CORPORATE STRUCTURE

 

88

BUSINESS

 

90

REGULATIONS

 

129

MANAGEMENT

 

139

PRINCIPAL SHAREHOLDERS

 

143

RELATED PARTY TRANSACTIONS

 

145

DESCRIPTION OF SHARE CAPITAL

 

147

SHARES ELIGIBLE FOR FUTURE SALE

 

162

TAXATION

 

163

UNDERWRITING

 

171

EXPENSES RELATING TO THIS OFFERING

 

177

LEGAL MATTERS

 

178

EXPERTS

 

178

WHERE YOU CAN FIND MORE INFORMATION

 

178

INDEX TO FINANCIAL STATEMENTS

 

F-1

You should rely only on the information contained in this prospectus or in any related free-writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, the Class A Ordinary Shares only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A Ordinary Shares.

Until             , 2022 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade Class A Ordinary Shares, whether or not participating in this Offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

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About this Prospectus

We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the Class A Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. For the avoidance of doubt, no offer or invitation to subscribe for Class A Ordinary Shares is made to the public in the Cayman Islands. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

Conventions that apply to this Prospectus

Unless otherwise indicated or the context requires otherwise, references in this prospectus to:

•        “Wuxin Holding” is to Wuxin Technology Holdings, Inc., an exempted company with limited liability incorporated under the laws of Cayman Islands;

•        “Wuxin Hong Kong” is to Wuxin Holding’s wholly owned subsidiary, Wuxin Technology Holding Group Limited, a Hong Kong corporation;

•        “WFOE” is to Shenzhen Wuxin Holding Co., Ltd., a limited liability company organized under the laws of the PRC, which is wholly owned by Wuxin Hong Kong;

•        “Wuxin Technology” is to Shenzhen Wuxin Technology Holding Group Co., Ltd., a limited liability company organized under the laws of the PRC, which is wholly owned by WFOE;

•        “Wuxin Semiconductor” is to Shenzhen Wuxin Semiconductor Co., Ltd., a limited liability company organized under the laws of the PRC, which is wholly owned by Wuxin Technology;

•        “Wuxin Intelligent” is to Shenzhen Wuxin Intelligent Innovation Co., Ltd., a limited liability company organized under the laws of the PRC, which is wholly owned by Wuxin Technology;

•        “TBIT” is to Shenzhen TBIT Technology Co., Ltd., a limited liability company organized under the laws of the PRC, which is wholly owned by Wuxin Technology;

•        “VLG” is to Shenzhen VLG Wireless Technology Co., Ltd., a limited liability company organized under the laws of the PRC, which is 90% owned by Wuxin Technology;

•        “Xinsheng” is to Shenzhen Xinsheng Technology Co., Ltd., a limited liability company organized under the laws of the PRC, which is wholly owned by Wuxin Technology;

•        “Yitianxin” is to Shenzhen Yitianxin Electronics Co., Ltd., a limited liability company organized under the laws of the PRC, which is wholly owned by Wuxin Technology;

•        “Zhongyitong” is to Zhongyitong Technology (Shenzhen) Co., Ltd., a limited liability company organized under the laws of the PRC, which is wholly owned by Wuxin Technology;

•        “Articles of Association” means the amended and restated memorandum of association and articles of association of Wuxin Holding;

•        “China” or the “PRC” are to the People’s Republic of China, excluding Taiwan and the special administrative regions of Hong Kong and Macau for the purposes of this prospectus only;

•        “ordinary shares” are to the ordinary shares of the Company, par value US$0.0001 per share;

•        “Class A Ordinary Shares” are to the Class A ordinary shares of the Company, par value US$0.0001 per share;

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•        “Class B Ordinary Shares” are to the Class B ordinary shares of the Company, par value US$0.0001 per share;

•        “we,” “us,” or the “Company” in this prospectus are to Wuxin Holding, Wuxin Hong Kong, WFOE, and Wuxin Technology, unless otherwise indicated or the context requires otherwise;

•        “Companies Act” is to the Cayman Islands Companies Act (2022 Revision) (as amended);

•        “$,” “U.S.$,” “U.S. dollars,” “dollars” and “USD” are to U.S. dollars and “RMB” to Renminbi; and

•        “China” or “PRC” refers to the People’s Republic of China, excluding, for the purpose of this prospectus only, Taiwan, Hong Kong and Macau.

Our business is conducted by Wuxin Technology in the PRC using RMB, the currency of China. Our consolidated financial statements are presented in United States dollars. In this prospectus, we refer to assets, obligations, commitments, and liabilities in our consolidated financial statements in United States dollars. These dollar references are based on the exchange rate of RMB to United States dollars, determined as of a specific date or for a specific period. Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of United States dollars which may result in an increase or decrease in the amount of our obligations (expressed in dollars) and the value of our assets, including accounts receivable (expressed in dollars).

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our Class A Ordinary Shares, discussed under “Risk Factors,” before deciding whether to buy our Class A Ordinary Shares.

Our Mission

We are on a mission to enable and accelerate the digital transformation of Chinese and global businesses that depend on physical operations by providing Internet of Things (the “IoT”) connectivity solutions.

Overview

We are not a Chinese operating entity but a Cayman holding company with operations conducted by our subsidiaries in China. Our operating entity, Wuxin Technology, is a high-tech enterprise engaged in the IoT industry, which was formed in 2005 and is headquartered in Shenzhen, China. The IoT describes the network of physical objects — “things” — that are embedded with sensors, software, and other technologies for the purpose of connecting and exchanging data with other devices and systems over the internet.

To realize our vision, we have developed and pioneered the ant delete center (“ADC”) protocol, which is a wireless, decentralized and ad hoc protocol derived from the foraging principle of ant colonies, and allows an IoT network of numerous nodes to efficiently detect the shortest path of data transmission and decentralize the control. Compared with those adopting traditional protocol architecture of centralized control, our products with ADC protocol have advantages of lower cost, higher reliability, longer transmission distance, and faster deployment. ADC protocol also standardizes protocol stack and application layer, which is the interface between the IoT devices and the network that they communicate to, lowering the technical barrier for those industrial segments which could have been unable to enter the IoT ecosystem otherwise.

We sell ADC chips, modules, antennas, controllers, smart hardware, smart household devices, and other smart products. We provide integrated solutions for IoT engineering and cloud platforms for customers.

Furthermore, we provide complete technical solutions for self-organizing networks of various intelligent hardware, helping product manufacturers to form networking logic between products, which shortens the development cycle and reduces development costs. For customers such as electric bicycle manufacturers and shared E-bike companies, we supply controllers (also known as “centralized control boxes”) and locators to be installed on shared electric bicycles and motorcycles, and we also develop apps, cloud platforms, and shared operating systems. We also provide door locks, smart switches, lighting control, heating, ventilation, and air conditioning (“HVAC”) control, electric curtains, and software platform solutions for large real estate companies, hotel groups.

Through our products and services offering, we are committed to integrating IoT cloud, IoT management, and IoT terminal which cover the whole IoT ecosystem, through our continued efforts in the fields of cutting-edge IoT technology development, IoT product research and development (“R&D”) and manufacturing, IoT application scenarios launching, IoT intelligent hardware marketing network, and IoT system integration solution output.

In the past decade, we have realized rapid growth and made breakthroughs in different aspects of our IoT business, laying a solid foundation for our IoT ecosystem:

•        IoT protocol IP licensing:    Wuxin Technology has licensed the ADC protocol to more than 10 million IoT products developed by other companies in the IoT industry since November 2021.

•        IoT smart products:    From January 1, 2017 to December 31, 2021, Wuxin Technology’s subsidiary, VLG, has provided over 415 million IoT communication components to customers of various smart technology companies, with an average annual shipment of no less than 60 million pieces. Its customers include first-line leading companies in the industry, including ZTE Corporation and Hangzhou Hikvision Digital Technology Co., Ltd.

•        Shared electric bicycles in the Internet of Vehicles:    Wuxin Technology’s subsidiary, TBIT, has provided intelligent centralized control boxes for 5 million electric bicycles during the past eight years since 2013. We believe that TBIT is in a leading position in the electric bicycles market.

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•        Intelligent automobiles:    Wuxin Technology’s subsidiary, VLG, has provided automotive antennas for more than 380,000 cars from January 1, 2020 to December 31, 2021.

•        IoT module and chip sales:    Wuxin Technology’s subsidiary, Yitianxin, has supplied 8.59 million modules to customers in the IoT industry since 2013. Since 2016, Xinsheng has provided 146 million chips to customers in the IoT industry. Especially after we developed the ADC protocol in 2020, the growth of our chip sales has continued to accelerate.

•        Smart city and smart building system integration:    Wuxin Technology’s subsidiary, Zhongyitong, has undertaken forty IoT system integration projects from government agencies and large enterprises across China in the past 4 years. Zhongyitong has established a good brand reputation and network resources in Guangdong province, Guizhou province, and Hebei province in China.

Our IoT ecosystem covers the upper, middle, and lower streams of the IoT industrial chains. The upstream includes the provider of underlying technologies and products such as communication networking protocol, chips, modules, sensor technology, and PaaS. The protocols, chips, and modules work together to provide connectivity and networking solutions for IoT products. Furthermore, the protocol is the core of the chips and the modules, as it determines whether the chips and the modules can maintain a stable connection. Therefore, the protocol is crucial in the upstream of the IoT industry. Our ADC protocol, ADC protocol chips, and ADC protocol modules have been successfully launched in the market, and have been well received by the upstream customers. The midstream mainly refers to the development of the application layer, including the SaaS service of the cloud platform. Our ADC protocol comes with its own application layer and application scenarios, therefore, the difficulty and cycle of product development will be greatly reduced for our smart products developer customers. Downstream includes businesses that design and implement projects for user needs, such as brand manufacturers, product manufacturers, solution companies, engineering companies, agents, and integrators. As the ADC protocol standardizes the protocol stack and application layer, it is easy to build an ecosystem when adopting our ADC protocol, therefore, our downstream customers can integrate and improve the value of their products and services at a lower cost.

Our total revenues for the years ended June 30, 2021 and 2020 were $46,977,350 and $31,833,721, respectively. Our net income for the year ended June 30, 2021, was $6,184,214, or 13.2% of the revenue. Our net income for the year ended June 30, 2020, was $4,165,799, or 13.1% of the revenue. The revenue generated in the Chinese market was $45,573,840, or 97.0% of the total revenue in the year ended June 30, 2021, and $30,451,190, or 95.7% of the total revenue in the year ended June 30, 2020. If divided by product category, connectivity products account for 63.9% of the revenue in the year ended June 30, 2021, and 66.1% in the year ended June 30, 2020. The detailed breakdown by product category is as follows:

 

Years ended

Revenues

 

June 30,
2021

 

June 30,
2020

Connectivity products

 

$

30,020,689

 

21,040,236

Internet of vehicles products

 

$

12,643,221

 

9,119,875

Other products

 

$

4,313,440

 

1,673,610

Total revenues

 

$

46,977,350

 

31,833,721

Our Competitive Strength

•        Leveraging the advantages of the ADC protocol to offer interconnected and seamlessly compatible intelligent products with a stable architecture;

         The ADC protocol’s advantages over the traditional wireless network protocols enable us to provide intelligent products which can be integrated into an interconnected IoT system. The architecture of ADC protocol is decentralized and therefore, stable. Any equipment failure and automatic disconnection in the system will not affect the normal use of other equipment. The ADC protocol is open source, open, standardized, and has its application layer, which greatly reduces the difficulties for product development of the manufacturer customers, as they no longer need additional technical effort to create the application layer for the smart device. It covers lighting, switches, HVAC, electric hardware, audio, sensors, voice recognition, and other functions. In addition, products developed by various manufacturers using the ADC protocol can be seamlessly compatible to form an IoT system, which lowers the technical threshold in

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terms of connectivity for manufacturers. At the same time, the system can operate independently without connecting with the cloud platform, or it can be connected to the cloud platform through a gateway. Users can switch between cloud platforms of different manufacturers by choosing the IoT system of ADC protocol.

•        Maintaining an ecosystem to offer comprehensive overall solutions;

         Over the years, Wuxin Technology has built an intelligent ecosystem covering IoT cloud, management, and terminal based on ADC protocol. Focusing on smart homes, the Internet of Vehicles, smart hotels, smart buildings, smart communities, and other fields, we believe Wuxin Technology provides flexible, easy-to-use, safe, reliable, and cost-effective comprehensive IoT solutions. The IoT ecology of Wuxin Technology covers the upper, middle, and lower streams of the industrial chains, ensuring that Wuxin Technology can achieve synergy in products, technologies, R&D, and quality control.

•        Building a strong R&D team with great innovation capabilities;

         Wuxin Technology has 142 R&D personnel, accounting for 41.8% of its total employees as of June 30, 2021. To strengthen the leading position in the industry, Wuxin Technology has carried out industry-university-research collaborations with Hong Kong University of Science and Technology, Xidian University, and Hangzhou Dianzi University.

         At present, Wuxin Technology has R&D centers in Shenzhen, Shanghai, Xi’an, Hangzhou, and Huizhou, equipped with advanced anechoic chambers and test equipment, which helps achieve accurate test results for the communication network signals. Wuxin Technology has industry-leading advantages in IoT networking scheme design and R&D and possesses core technologies in key fields such as radiofrequency, signal processing, low-power power management, chip design, underlying algorithm, artificial intelligence, machine learning, and cloud computing.

         All along, Wuxin Technology attaches great importance to its technology R&D, advocates technological innovation, and insists on driving enterprise development with technology. At present, the antenna manufacturing process of Wuxin Technology has transited from traditional shrapnel manufacturing to flexible circuit board manufacturing, and then to the cutting-edge Laser Direct Structuring (“LDS”) process. LDS technology enables flexible and free 3D design for antenna products, and allows design on any surface. In terms of Internet of vehicles products, Wuxin Technology has independently developed a set of centralized control boxes, and we believe Wuxin Technology is one of the earliest players in the industry to obtain the network access license for telecommunication equipment. Furthermore, in 2016, Wuxin Technology successfully developed the IoT protocol with decentralized ADC, which was a breakthrough in the central control architecture of traditional protocols, and achieved the developing the ADC protocol on chips in 2020.

•        Offering the comprehensive experience to our customers;

         Wuxin Technology adheres to the business philosophy of “technology + service + products” in providing customers with comprehensive and efficient services, dedicating to continuously improvising service quality, and it is highly recognized by customers.

         Wuxin Technology retains a consultant team with marketing personnel, designers, and technicians to provide customers with one-stop services, including professional consulting, software and hardware development, and after-sales service.

         Wuxin Technology’s remote operations and maintenance (“O&M”) services have patented technology to effectively screen, sorts out, store and manage the uploaded data of each customer, and provide customers with daily O&M, online monitoring, predictive maintenance, fault early warning, diagnosis, and repair, operation optimization and other services through data mining and analysis, as well as remote equipment upgrade, and synchronous batch upgrade of multiple intelligent products.

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•        High revenue visibility with a proven track record of high profitability;

         We have demonstrated significant growth in our business since our inception, especially in recent years. Our total net revenues increased from USD31.8 million for the fiscal year ended June 30, 2020, to US$47.0 million for the fiscal year ended June 30, 2021, representing a compound annual growth rate (“CAGR”) of 47.8%. We have a proven track record of maintaining high-profit margins. In the year ended June 30, 2020, our gross profit margin and net profit margin were 31.0% and 13.1%, respectively. In the year ended June 30, 2021, our gross profit margin and net profit margin were 32.0% and 13.2%, respectively.

•        Experienced Management Team;

         We benefit from a visionary, experienced and stable management team with deep expertise in technology and industry. Our CEO and Chairman Lianqi Liu has been engaged in smart homes, smart hotels, smart building system design, and system integration since 1998. He is a pioneer in China’s IoT industry. The rest of our senior management team also has extensive experience in technology, education, finance, product management, and marketing.

Our Growth Strategy

•        To Further Strengthen Technology R&D and Optimize ADC Protocol

         The IoT industry is a fast-changing field with the rapid iteration of technology and products. Wuxin Technology needs to constantly innovate, accurately grasp, and judge the market dynamics, and continuously introduce new technologies and products to meet the market demand, to strengthen its competitive edges and market position. Wuxin Technology plans to add to its input in technology R&D by 30% more investment in the next few years and continuously optimize ADC protocol and its application in various scenarios. Wuxin Technology aims to sustain the first-mover advantages and establish industry standards and norms.

         In addition, Wuxin Technology will actively explore the application of decentralized protocol in broadband, big data transmission, and other fields, and realize the compatibility of the decentralized protocol in wide and narrow bandwidth.

•        To Invest in Business Expansion

         Wuxin Technology will selectively make strategic investments or acquire synergistic companies according to the development situation, including players at the upper, middle, and lower streams in the IoT industry chain at home and abroad. We plan to expand our comprehensive strength in technology, products, channels, and operations through acquisition, maintain innovative power, continuously improve the ADC protocol ecosystem of Wuxin Technology. We plan to expand our current minimal global operations to be a more substantial portion of our business.

•        To Establish New Marketing Networks

         Wuxin Technology plans to develop its marketing networks through the following approaches:

1.      Diversified marketing channels:    Expand cooperation with more real estate developers and interior renovation contractors, and provide product consulting, product sales counseling, product promotion support, product guidance, and installation services for channel cooperation customers.

2.      Build flagship store:    Partner with local agents to build offline experience stores for smart homes and smart hotels to bring intelligent products and intelligent life closer to customers. Currently, Wuxin Technology has opened 25 flagship stores in Hunan, Guangxi, and Guangzhou provinces in China. This model provides direct and efficient access to customers, which is conducive to improving the brand image and reputation of Wuxin Technology.

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3.      Increase the online business expansion to C-end users:    Wuxin Technology will highlight the online business expansion, continuously optimize the Wuxin Technology online shopping mall, make full use of the marketing advantages of social media, live webcasts, and content platforms, and go all out to build an IoT smart home shopping platform. The online and offline interactions with customers will be enhanced to promote the deep integration of both.

•        To Expand Outside of China

         Although currently only having minimal global operations, Wuxin Technology is committed to becoming an integrated service provider serving the global IoT field. Wuxin Technology plans to push forward the construction of overseas R&D centers, strengthen technical exchanges with global players, and accelerate the expansion of its operation in the global market. To match the business growth and demands on various products, Wuxin Technology will establish marketing and technical support teams, enhance its service capabilities both in domestic and foreign markets and provide the most efficient and personal localized services to customers all over the world.

Summary of Risk Factors

Investing in our Class A Ordinary Shares involves significant risks. You should carefully consider all of the information in this prospectus before making an investment in our Class A Ordinary Shares. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully in the section titled “Risk factors” beginning on page 20 of this prospectus for more information.

Risks Related to Doing Business in China

Risks and uncertainties related to doing business in China include, but are not limited to, the following:

•        Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business, financial condition, and results of operations. See more detailed discussion of this risk factor on page 36 of this prospectus.

•        The uncertainties with respect to the Chinese legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in China with little advance notice could adversely affect us and limit the legal protections available to you and us. See more detailed discussion of this risk factor on page 41 of this prospectus.

•        Chinese government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. Additionally, the governmental and regulatory interference could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. See more detailed discussion of this risk factor on page 37 of this prospectus.

•        You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management named in the prospectus based on foreign laws. See more detailed discussion of this risk factor on page 42 of this prospectus.

•        We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business. See more detailed discussion of this risk factor on page 42 of this prospectus.

•        PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may restrict or delay us from using the proceeds of this Offering to make loans or additional capital contributions to our PRC subsidiaries, which could adversely affect our liquidity and our ability to fund and expand our business. See more detailed discussion of this risk factor on page 43 of this prospectus.

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•        The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this Offering under a PRC regulation. See more detailed discussion of this risk factor on page 45 of this prospectus.

•        If the Chinese government were to impose new requirements for approval from the PRC Authorities to issue our ordinary shares to foreign investors or list on a foreign exchange, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. See more detailed discussion of this risk factor on page 46 of this prospectus.

•        PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us. See more detailed discussion of this risk factor on page 47 of this prospectus.

•        You may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions in China against us or our management named in the prospectus based on foreign laws. See more detailed discussion of this risk factor on page 48 of this prospectus.

Risks Related to Our Business and Industry

We also are subject to risks related to our business and industry, including but not limited to:

•        We operate in an emerging and evolving market, which may develop more slowly or differently than we expect. If our market does not grow as we expect, or if we cannot expand our products and services to meet the demands of this market, our revenue may decline, or fail to grow, and we may continue to incur operating losses. See more detailed discussion of this risk factor on page 20 of this prospectus.

•        If we are not able to introduce new features or products successfully and to make enhancements to our existing products and services, our business and results of operations could be adversely affected. See more detailed discussion of this risk factor on page 21 of this prospectus.

•        Defects, errors or any other problems associated with our products and services could diminish demand for our products or services, harm our business and results of operations and subject us to liability. See more detailed discussion of this risk factor on page 21 of this prospectus.

•        We could incur substantial costs in protecting or defending our intellectual property rights, and any failure to protect our intellectual property could adversely affect our business, operating results and financial condition. See more detailed discussion of this risk factor on page 25 of this prospectus.

•        We and our directors, management, employees and shareholders may from time to time be subject to claims, controversies, lawsuits, other legal and administrative proceedings and fines, which could have a material adverse effect on our business, results of operations, financial condition and reputation. See more detailed discussion of this risk factor on page 31 of this prospectus.

Risks Related to Our Corporate Structure

We are also subject to risks and uncertainties related to our corporate structure, including, but are not limited to, the following:

•        The laws of the Cayman Islands may not provide our shareholders with benefits comparable to those provided to shareholders of corporations incorporated in the United States. See more detailed discussion of this risk factor on page 35 of this prospectus.

•        Our dual class structure concentrates a majority of voting power in Mr. Lianqi Liu, our Chairman of the Board, who is major owner of our Class B Ordinary Shares. See more detailed discussion of this risk factor on page 35 of this prospectus.

•        Any future issuances of Class B Ordinary Shares may be dilutive to the voting power of the holders of Class A Ordinary Shares. See more detailed discussion of this risk factor on page 36 of this prospectus.

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Risks Related to the Class A Ordinary Shares and this Offering

In addition to the risks described above, we are subject to general risks and uncertainties relating to this Offering and the trading market, including, but not limited to, the following:

•        The initial public Offering price for our Class A Ordinary Shares may not be indicative of prices that will prevail in the trading market and such market prices may be volatile. See more detailed discussion of this risk factor on page 51 of this prospectus.

•        You will experience immediate and substantial dilution in the net tangible book value of Class A Ordinary Shares purchased. See more detailed discussion of this risk factor on page 51 of this prospectus.

•        We incur significantly increased costs as a result of operating as a public company, and our management has no prior experience in managing and operating a public company and required to devote substantial time to compliance initiatives and reporting requirements associated therewith. See more detailed discussion of this risk factor on page 53 of this prospectus.

•        As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain Nasdaq Stock Exchange corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our shares. See more detailed discussion of this risk factor on page 54 of this prospectus.

•        We are and will be a “controlled company” within the meaning of the Nasdaq listing requirements upon the closing of this Offering and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to shareholders of companies that are subject to such requirements. See more detailed discussion of this risk factor on page 55 of this prospectus.

Corporate History and Structure

Wuxin Technology Holdings, Inc. is an exempted company incorporated with limited liability under the laws of the Cayman Islands on June 16, 2021. Wuxin Holding wholly owns Wuxin Hong Kong, a company incorporated under the laws of the Hong Kong S.A.R. of the PRC on July 5, 2021. Wuxin Hong Kong is the sole shareholder of WFOE, a limited liability company formed under the laws of the PRC on August 10, 2021, which owns 100% of Wuxin Technology, a company established under the laws of the PRC on May 17, 2005.

In connection with this Offering, we have undertaken a reorganization of our corporate structure (the “Reorganization”) in the following steps:

•        on June 16, 2021, Wuxin Technology Holdings, Inc. was incorporated under the laws of the Cayman Islands;

•        on July 5, 2021, Wuxin Technology Holding Group Limited., or Wuxin Hong Kong, was incorporated in Hong Kong as a wholly owned subsidiary of Wuxin Technology Holdings, Inc.;

•        on August 10, 2021, Shenzhen Wuxin Holding Co., Ltd. was incorporated pursuant to PRC laws as a WFOE and a wholly owned subsidiary of Wuxin Hong Kong;

•        on November 10, 2021, each of the shareholders of Wuxin Technology has entered into a share transfer agreement with WFOE, pursuant to which, WFOE acquired 100% of the equity interest of Wuxin Technology;

•        between June 2021 and December 2021, our Company and our shareholders undertook a series of corporate actions, including share issuances in, re-designation of our ordinary shares into Class A and Class B Ordinary Shares in December 2021.

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Certain share issuances are related to the Reorganization and are presented on a retroactive basis to reflect the Reorganization.

The following diagram illustrates our corporate structure:

Organizational chart

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Summary of Financial Position and Cash Flows of Wuxin Holding and Subsidiaries

The audited financial statements included in this prospectus reflect financial position, results of operations, and cash flows of the registrant and Cayman Islands incorporated parent company, Wuxin Holding, together with those of its China-based subsidiaries, on a consolidated basis. The tables below are condensed consolidating schedules summarizing separately the financial position and cash flows of the registrant and Cayman Islands incorporated parent company, Wuxin Holding (“Parent Company” in the tables below), and its China-based subsidiaries (“Subsidiaries” in the tables below), together with eliminating adjustments:

 

As of June 30, 2021

 

As of June 30, 2020

   

Parent company

 

Subsidiaries

 

Sub Total

 

Elimination

 

Consolidated

 

Parent company

 

Subsidiaries

 

Sub Total

 

Elimination

 

Consolidated

Assets

 

 

   

 

   

 

   

 

 

 

 

 

   

 

   

 

   

 

   

 

 

 

 

 

 

Current assets:

 

 

   

 

   

 

   

 

 

 

 

 

   

 

   

 

   

 

   

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

5,792,608

 

 

5,792,608

 

 

 

 

 

5,792,608

 

 

 

 

6,883,769

 

 

6,883,769

 

 

 

 

 

6,883,769

Restricted cash

 

 

 

 

155,113

 

 

155,113

 

 

 

 

 

155,113

 

 

 

 

102,432

 

 

102,432

 

 

 

 

 

102,432

Short-term investments

 

 

 

 

773,982

 

 

773,982

 

 

 

 

 

773,982

 

 

 

 

505,262

 

 

505,262

 

 

 

 

 

505,262

Notes receivable

 

 

 

 

1,864,984

 

 

1,864,984

 

 

 

 

 

1,864,984

 

 

 

 

1,511,408

 

 

1,511,408

 

 

 

 

 

1,511,408

Accounts receivable, net – third
parties

 

 

 

 

11,962,984

 

 

11,962,984

 

 

 

 

 

11,962,984

 

 

 

 

9,095,652

 

 

9,095,652

 

 

 

 

 

9,095,652

Accounts receivable, net – related parties

 

 

 

 

1,223,557

 

 

1,223,557

 

 

 

 

 

1,223,557

 

 

 

 

 

 

 

 

 

 

 

Inventories

 

 

 

 

4,227,052

 

 

4,227,052

 

 

 

 

 

4,227,052

 

 

 

 

3,122,723

 

 

3,122,723

 

 

 

 

 

3,122,723

Advances to suppliers

 

 

 

 

1,906,685

 

 

1,906,685

 

 

 

 

 

1,906,685

 

 

 

 

1,542,491

 

 

1,542,491

 

 

 

 

 

1,542,491

Due from related parties

 

 

 

 

1,440,952

 

 

1,440,952

 

 

 

 

 

1,440,952

 

 

 

 

590,534

 

 

590,534

 

 

 

 

 

590,534

Loan receivable

 

 

 

 

2,398,466

 

 

2,398,466

 

 

 

 

 

2,398,466

 

 

 

 

662,292

 

 

662,292

 

 

 

 

 

662,292

Prepayment and other
receivables

 

 

 

 

302,255

 

 

302,255

 

 

 

 

 

302,255

 

 

 

 

443,228

 

 

443,228

 

 

 

 

 

443,228

Total current assets

 

$

 

$

32,048,638

 

$

32,048,638

 

$

 

 

$

32,048,638

 

$

 

$

24,459,791

 

$

24,459,791

 

$

 

 

$

24,459,791

Long-term investments

 

 

 

 

79,875

 

 

79,875

 

 

 

 

 

 

79,875

 

 

 

 

72,887

 

 

72,887

 

 

 

 

 

 

72,887

Property, plant and equipment,
net

 

 

 

 

3,563,196

 

 

3,563,196

 

 

 

 

 

 

3,563,196

 

 

 

 

2,810,233

 

 

2,810,233

 

 

 

 

 

 

2,810,233

Intangible assets, net

 

 

 

 

49,065

 

 

49,065

 

 

 

 

 

 

49,065

 

 

 

 

10,880

 

 

10,880

 

 

 

 

 

 

10,880

Deferred tax assets, net

 

 

 

 

118,408

 

 

118,408

 

 

 

 

 

 

118,408

 

 

 

 

401,188

 

 

401,188

 

 

 

 

 

 

401,188

Investment in subsidiaries

 

 

10,499,106

 

 

 

 

10,499,106

 

 

(10,499,106

)

 

 

 

 

10,494,471

 

 

 

 

10,494,471

 

 

(10,494,471

)

 

 

TOTAL ASSETS

 

$

10,499,106

 

$

35,859,182

 

$

46,358,288

 

$

(10,499,106

)

 

$

35,859,182

 

$

10,494,471

 

$

27,754,979

 

$

38,249,450

 

$

(10,494,471

)

 

$

27,754,979

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

   

 

   

 

   

 

 

 

 

 

   

 

   

 

   

 

   

 

 

 

 

 

 

Current liabilities:

 

 

   

 

   

 

   

 

 

 

 

 

   

 

   

 

   

 

   

 

 

 

 

 

 

Accounts payable

 

 

 

 

7,558,022

 

 

7,558,022

 

 

 

 

 

7,558,022

 

 

 

 

5,631,601

 

 

5,631,601

 

 

 

 

 

5,631,601

Advances from customers – third parties

 

 

 

 

2,282,088

 

 

2,282,088

 

 

 

 

 

2,282,088

 

 

 

 

2,553,890

 

 

2,553,890

 

 

 

 

 

2,553,890

Advances from customers – related parties

 

 

 

 

38,797

 

 

38,797

 

 

 

 

 

38,797

 

 

 

 

 

 

 

 

 

 

 

Taxes payable

 

 

 

 

456,083

 

 

456,083

 

 

 

 

 

456,083

 

 

 

 

573,428

 

 

573,428

 

 

 

 

 

573,428

Due to related parties

 

 

 

 

701,517

 

 

701,517

 

 

 

 

 

701,517

 

 

 

 

629,417

 

 

629,417

 

 

 

 

 

629,417

Short-term borrowings

 

 

 

 

2,801,814

 

 

2,801,814

 

 

 

 

 

2,801,814

 

 

 

 

2,634,509

 

 

2,634,509

 

 

 

 

 

2,634,509

Other payables and current liabilities

 

 

 

 

1,075,672

 

 

1,075,672

 

 

 

 

 

1,075,672

 

 

 

 

663,674

 

 

663,674

 

 

 

 

 

663,674

Total current liabilities

 

$

 

$

14,913,993

 

$

14,913,993

 

$

 

 

$

14,913,993

 

$

 

$

12,686,519

 

$

12,686,519

 

$

 

 

$

12,686,519

Long-term borrowings

 

 

 

 

524,806

 

 

524,806

 

 

 

 

 

524,806

 

 

 

 

150,573

 

 

150,573

 

 

 

 

 

150,573

TOTAL LIABILITIES

 

$

 

$

15,438,799

 

$

15,438,799

 

$

 

 

$

15,438,799

 

$

 

$