Eastern International: DRS filing (amended)

Cover page 36 changes

confidentially submitted to the U.S. Securities and Exchange Commission on June 12, July 31, 2024.

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We are offering on a firm commitment basis [__] Ordinary Shares. We expect the initial public offering price of the shares to be in the range of $ [ ] to $[ ] per Ordinary Share. Prior to the completion of this offering, there has been no public market for our Ordinary Shares. We will apply to have our Ordinary Shares listed on the Nasdaq Capital Market ("NASDAQ"). We have reserved the trading symbol [ ] for listing on the NASDAQ. There is no guarantee or assurance that our Ordinary Shares will be approved for listing on NASDAQ. However, we will not complete this offering unless we are so listed.

We have reserved the trading symbol ELOG for listing on the NASDAQ. There is no guarantee or assurance that our Ordinary Shares will be approved for listing on NASDAQ. However, we will not complete this offering unless we are so listed.

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Technology, Ministry of Public Security, Ministry of State Security, Ministry of Finance, Ministry of Commerce, People's Bank of

China, State Administration of Radio and Television, China Securities Regulatory Commission, State Secrecy Administration and State Cryptography

Administration, effective on February 15, 2022, which provides that, Critical Information Infrastructure Operators ("CIIOs")

CAC. On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic

or (iv) voluntary or mandatory delisting. The New Overseas Listing Rules stipulate the legal consequences to the companies for breaches, including failure to fulfil filing obligations or filing documents having false statement or misleading information or material omissions, which may result in a fine ranging from RMB 1 million to RMB 10 million, and in cases of severe violations, the relevant responsible persons may also be barred from entering the securities market. On February 24, 2023, the CSRC, the Ministry of Finance, the National

Doing Business in China -Changes in China's global economic, political or social conditions or government policies, including the PRC, could have a material adverse effect on our business and results of operations" and " Uncertainties Variability and quick change in the interpretation and enforcement of Chinese laws and regulations with little advance notice PRC legal system 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. "

are legal and operational risks associated with being based in and having all our operations in China. 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. On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State

2021, the General Office of the Communist Party of China Central Committee 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 extraterritorial application 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

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 of Finance, Ministry of Commerce, People's Bank of China, State Administration for Market Regulation, State Administration of Radio and Television, China Securities Regulatory Commission, State Secrecy Administration and State Cryptography Administration, effective on February 15, 2022, which provides that, Critical Information Infrastructure Operators ("CIIOs") that purchase internet products and services and Online Platform Operators engaging in data processing activities that affect or may affect national security shall be subject to the cybersecurity review by the Cybersecurity Review Office. On November

14, 2021, CAC published the Administration Measures for Cyber Data Security (Draft for Public Comments), or the "Cyber Data Security

that purchase internet products and services and Online Platform Operators engaging in data processing activities that affect or may affect national security shall be subject to the cybersecurity review by the Cybersecurity Review Office. On November 14, 2021, CAC published the Administration Measures for Cyber Data Security (Draft for Public Comments), or the "Cyber Data Security Measure (Draft)", which requires cyberspace operators with personal information of more than 1 million users who want to list abroad to file a cybersecurity review with the Office of Cybersecurity Review. On July 7, 2022, CAC promulgated the Measures for the Security Assessment of Data Cross-border

Assessment of Data Cross-border Transfer, effective on September 1, 2022, which requires the data processors to apply for data cross-border security assessment coordinated by the CAC under the following circumstances: (i) any data processor transfers important data to overseas; (ii) any critical information infrastructure operator or data processor who processes personal information of over 1 million people provides personal information to overseas; (iii) any data processor who provides personal information to overseas and has already provided personal information of more than 100,000 people or sensitive personal information of more than 10,000 people to overseas since January 1 st of the previous year and ; and (iv) other circumstances under which the data cross-border transfer security assessment is required as prescribed by the

(ii) any critical information infrastructure operator or data processor who processes personal information of over 1 million people provides personal information to overseas; (iii) any data processor who provides personal information to overseas and has already provided personal information of more than 100,000 people or sensitive personal information of more than 10,000 people to overseas since January 1 st of the previous year and ; and (iv) other circumstances under which the data cross-border transfer security assessment is required as prescribed by the CAC. On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and

Listing by Domestic Enterprises (the "New Overseas Listing Rules") with five interpretive guidelines, which took effect on March 31, 2023. The

March 31, 2023. The New Overseas Listing Rules require Chinese domestic enterprises to complete filings with relevant governmental authorities and report related information under certain circumstances, such as: a) an issuer making an application for initial public offering and listing in an overseas market; b) an issuer making an overseas securities offering after having been listed on an overseas market; c)

New Overseas Listing Rules require Chinese domestic enterprises to complete filings with relevant governmental authorities and report related information under certain circumstances, such as: a an issuer making an application for initial public offering and listing in an overseas market; b) an issuer making an overseas securities offering after having been listed on an overseas market; c) a domestic company seeking an overseas direct or indirect listing of its assets through single or multiple acquisition(s), share swap, transfer of shares or other means. Pursuant to the New Overseas Listing Rules, domestic companies that seek initial public offering or listing securities overseas, both directly and indirectly, shall file with the CSRC within three working days after the submission of overseas offering/listing application. Furthermore, upon the occurrence of any of the material events specified below after an issuer has completed its offering and listed its securities on an overseas stock exchange, the issuer shall submit a report thereof to the CSRC within three working days after the occurrence and public disclosure of the event: (i) change of control; (ii) investigations or sanctions imposed by overseas securities regulatory agencies or other competent authorities; (iii) change of listing status or transfer of listing segment; or (iv) voluntary or mandatory delisting. The New Overseas Listing Rules stipulate the legal consequences to the companies for breaches, including failure to fulfil filing obligations or filing documents having false statement or misleading information or material omissions, which may result in a fine ranging from RMB 1 million to RMB 10 million, and in cases of severe violations, the relevant responsible persons may also be barred from entering the securities market. On February 24, 2023, the CSRC, the Ministry of Finance, the National

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(the "Consolidated Appropriations Act") was signed into law by President Biden, which has shortened the Holding Foreign Companies

December 16, 2021, which determinations were vacated on December 15, 2022. The Holding Foreign Companies Accountable Act and related regulations currently does not affect the Company as the Company's auditor is subject to PCAOB's inspection and investigation.

The delisting of our ordinary shares, or the threat of our ordinary shares being delisted, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct full inspections of our auditor deprives our investors of the benefits of such inspections."

Archives Administration Provisions, which took effect on March 31, 2023. Chinese domestic enterprises seeking to offer securities and list on overseas markets, either directly or indirectly, shall establish and improve the system of confidentiality and archives work, and shall complete approval and filing procedures with competent authorities, if such PRC domestic enterprises or their overseas listing entities provide or publicly disclose documents or materials involving state secrets and work secrets of state organs to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals. It further stipulates that (i) providing or publicly disclosing documents and materials which may adversely affect national security or public interests, and accounting records or photocopies thereof to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals shall be subject to corresponding procedures in accordance with relevant laws and regulations; and (ii) any working papers formed in the territory of the PRC by securities companies and securities service agencies that provide domestic enterprises with securities services relating to overseas securities issuance and listing shall be stored in the territory of the PRC, the outbound transfer of which shall be subject to corresponding procedures in accordance with relevant laws and regulations. As of the date of this prospectus, these new laws and guidelines have not impacted the Company's ability to conduct its business, accept foreign investments, or list and trade on a U.S. or other foreign exchange except for the filing requirement with CSRC under New Overseas Listing Rules. We provide domestic and cross-border professional logistic services including project logistic and general logistic. We are not cyberspace operators with personal information of more than 1 million users or activities that affect or may affect national security and we don't have documents and materials which may adversely affect national security or public interests. However, there are uncertainties in the interpretation and enforcement of these new laws and guidelines, which could materially and adversely impact our business and financial outlook, may impact our ability to accept foreign investments, offer our securities to investors or to list on a U.S. or other foreign exchange, and could impact our ability to conduct our business. Any change in foreign investment regulations, and other policies in China or related enforcement actions by China government could result in a material change in our operations and the value of our securities and could significantly limit or completely hinder our ability to offer our securities to investors or cause the value of our securities to significantly decline or be worthless. The Holding Foreign Companies Accountable Act, or the HFCA Act, was enacted on December 18, 2020. In accordance with the HFCA Act, trading in securities of any registrant on a national securities exchange or in the over-the-counter trading market in the United States may be prohibited if the PCAOB determines that it cannot inspect or fully investigate the registrant's auditor for three consecutive years beginning in 2021, and, as a result, an exchange may determine to delist the securities of such registrant. On December 29, 2022, a legislation entitled "Consolidated Appropriations Act, 2023"

2020. In accordance with the HFCA Act, trading in securities of any registrant on a national securities exchange or in the over-the-counter trading market in the United States may be prohibited if the PCAOB determines that it cannot inspect or fully investigate the registrant's auditor for three consecutive years beginning in 2021, and, as a result, an exchange may determine to delist the securities of such registrant.

On December 29, 2022, a legislation entitled "Consolidated Appropriations Act, 2023" (the "Consolidated Appropriations

Act") was signed into law by President Biden, which has shortened the Holding Foreign Companies Accountable Act's timeline for a potential trading prohibition from three years to two years, thus reducing the time period before our securities may be prohibited from trading or delisted if our auditor is unable to meet the PCAOB inspection requirement. The Company's auditor is headquartered in the U.S. and the Public Company Accounting Oversight Board (United States) (the "PCAOB") currently has access to inspect the working papers of our auditor and our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021, which determinations were vacated on December 15, 2022. The Holding Foreign Companies Accountable Act and related regulations currently does not affect the Company as the Company's auditor is subject to PCAOB's inspection and investigation. See "Risk Factors-

See "Risk Factors- The Holding Foreign Companies Accountable Act, or the HFCA Act, and the related regulations are evolving quickly. Further implementations and interpretations of or amendments to the HFCA Act or the related regulations, or a PCOAB's determination of its lack of sufficient access to inspect our auditor, might pose regulatory risks to and impose restrictions on us because of our operations in Hong Kong and mainland China. A potential consequence is that our ordinary shares may be delisted by the exchange. The delisting of our ordinary shares, or the threat of our ordinary shares being delisted, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct full inspections of our auditor deprives our investors of the benefits of such inspections."

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Entities"), there is no restrictions on foreign exchange for such entities and they are able to transfer cash among these entities, across borders and to US investors. Also, there is no regulatory restrictions and limitations on the abilities of Non-PRC Entities to distribute earnings from their businesses, including from subsidiaries to the parent company or from the holding company to the U.S.

existing PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange in China ("SAFE") by complying with certain procedural requirements. Therefore, our PRC subsidiaries are able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulations, such as the overseas investment registrations by our shareholders or the ultimate shareholders of the Company who are PRC residents. Approval from or registration with appropriate government authorities is, however, required where the RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to change the regulations on foreign currencies for current account transactions. For our Hong Kong and BVI subsidiaries and the holding company ("Non-PRC Entities"), there is no restrictions on foreign exchange for such entities and they are able to transfer cash among these entities, across borders and to US investors. Also, there is no regulatory restrictions and limitations on the abilities of Non-PRC

Entities to distribute earnings from their businesses, including from subsidiaries to the parent company or from the holding company to the U.S. investors. However, to the extent cash/assets in the business is in PRC/Hong Kong or our PRC/Hong Kong entity, the funds/assets may not be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash/assets. Current PRC regulations permit our PRC subsidiaries to pay dividends to the Company only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, our subsidiaries in China are 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 their respective registered capital. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. See " Dividend Distribution and Cash Transfer Between the Holding Company and Subsidiaries" and " Risk Factors-Risks Related to Doing Business in China - Governmental control of currency conversion may limit our ability to transfer cash between us and our subsidiaries or investors including our ability to utilize our net revenues effectively and affect the value of your investment."

" Dividend Distribution and Cash Transfer Between the Holding Company and Subsidiaries" and " Risk Factors-Risks

Related to Doing Business in China - Governmental requirements of currency conversion may limit our ability to transfer cash between us and our subsidiaries or investors including our ability to utilize our net revenues effectively and affect the value of your investment."

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In addition, our subsidiary in China 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 its registered capital. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. Under the existing laws of Hong Kong, funds from capital accounts can be repatriated and remitted overseas without restrictions, and there is no foreign exchange control imposed. According to the current tax practice of the Hong Kong Inland Revenue Department, dividends paid on the Ordinary Shares would not be subject to any Hong Kong tax. See " Dividend Distribution and Cash Transfer Between the Holding Company and Subsidiaries" on page terms "the Company", "Eastern International", "we", "us", "our company", and "our" refer to Eastern International Ltd., an exempted company incorporated under the laws of the Cayman Islands.

Therefore, WFOE is able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulations, such as the overseas investment registrations by our shareholders who are PRC residents. Approval from or registration with appropriate government authorities is, however, required where the RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to change the regulations on foreign currencies for current account transactions. Current PRC regulations permit our PRC subsidiary to pay dividends to the Company only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, our subsidiary in China 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 its registered capital. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. Under the existing laws of Hong Kong, funds from capital accounts can be repatriated and remitted overseas without restrictions, and there is no foreign exchange control imposed.

According to the current tax practice of the Hong Kong Inland Revenue Department, dividends paid on the Ordinary Shares would not be subject to any Hong Kong tax. See " Dividend Distribution and Cash Transfer Between the Holding Company and Subsidiaries"

terms "the Company", "Eastern International", "we", "us", "our company", and "our" refer to Eastern International Ltd., an exempted company incorporated under the laws of the Cayman Islands.

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Prospectus summary 9 changes

summary highlights certain information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including our financial statements and related notes and the risks described under "Risk Factors" beginning on page 12. We note that our actual results and future events may differ significantly based upon a number of factors. This prospectus contains information from an industry report commissioned by us dated [ ] and prepared by CEVSN Information Consulting Co., Ltd., an independent research firm, to provide information regarding our industry and our market position in China. We refer to this report as the "CEVSN Report" The reader should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the cover of this prospectus.

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total revenue decreased approximately $2.3 million, or 8.8%, from approximately $26.5 million for the year ended March 31, 2022 to approximately $24.2 million for the year ended March 31, 2023. Our net income increased by approximately $2.1 million, or 227.1%, from net loss approximately $0.9 million for the year ended March 31, 2022 to net income approximately $1.2 million for the year ended March 31, 2023.

total revenues increased approximately by $16.3 million, or 67.4%, from approximately $24.2 million for the year ended March 31, 2023 to approximately $40.5 million for the year ended March 31, 2024. Our net income decreased by approximately $0.1 million, or 8.9%, from net income approximately $1.2 million for the year ended March 31, 2023 to net income approximately $1.1 million for the year ended March operating subsidiaries are incorporated and operating in mainland China and they have received all required permissions from Chinese authorities to operate its current business in China, which are Business licenses, Customs Registration Certificate, Bank Account Open Permits, and Permits for Road Transportation of general goods and large sized items/cargo.

a logistic service provider, based on the advice of Zhonglun Law Firm, our PRC counsel, we do not believe that we and our subsidiaries are Critical Information Infrastructure Operators ("CIIO") or Online Platform Operators as defined in Cybersecurity Review Measures published by Cyberspace Administration of China, National Development and Reform Commission, Ministry of Industry and Information Technology, Ministry of Public Security, Ministry of State Security, Ministry of Finance, Ministry of Commerce, People's Bank of China, State Administration for Market Regulation, State Administration of Radio and Television, China Securities Regulatory Commission, State Secrecy Administration and State Cryptography Administration on December 28, 2021 and became effective on February 15, 2022. As of the date of this prospectus, we and our subsidiaries (1) are not required to obtain permissions from any PRC authorities to issue our securities being registered for sale to foreign investors other than the filing requirement with CSRC within three business days after we make any oversea securities offering under New Overseas Listing Rules, (2) are not subject to permission requirements from China Securities Regulatory Commission (the "CSRC"), Cyberspace Administration of China ("CAC") or any other authority that is required to approve of our business operations in China, and (3) have not received or were denied such permissions by any PRC authorities. Nevertheless, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the "Opinions on Severely Cracking Down on Illegal Securities Activities According to Law," or the Opinions, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. On February 17, 2023, the CSRC released the New Overseas Listing Rules with five interpretive guidelines, which took effect on March 31, 2023. The New Overseas Listing Rules require Chinese domestic enterprises to complete filings with relevant governmental authorities and report related information under certain circumstances, such as: a) an issuer making an application for initial public offering and listing in an overseas market; b) an issuer making an overseas securities offering after having been listed on an overseas market; c) a domestic company seeking an overseas direct or indirect listing of its assets through single or multiple acquisition(s), share swap, transfer of shares or other means. Pursuant to the New Overseas Listing Rules, domestic companies that seek initial public offering or listing securities overseas, both directly and indirectly, shall file with the CSRC within three working days after the submission of overseas offering/listing application. Furthermore, upon the occurrence of any of the material events specified below after an issuer has completed its offering and listed its securities on an overseas stock exchange, the issuer shall submit a report thereof to the CSRC within three working days after the occurrence and public disclosure of the event: (i) change of control; (ii) investigations or sanctions imposed by overseas securities regulatory agencies or other competent authorities; (iii) change of listing status or transfer of listing segment; or (iv) voluntary or mandatory delisting. The New Overseas Listing Rules stipulate the legal consequences to the companies for breaches, including failure to fulfil filing obligations or filing documents having false statement or misleading information or material omissions, which may result in a fine ranging from RMB 1 million to RMB 10 million, and in cases of severe violations, the relevant responsible persons may also be barred from entering the securities market. We are subject to the relevant filing procedures of the CSRC in connection with our overseas offerings under the New Overseas Listing Rules, including the public offering pursuant to this registration statement. On February 24, 2023, the CSRC, the Ministry of Finance, the National Administration of State Secretes Protection and the National Archives Administration released the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Companies, or the Confidentiality and Archives Administration Provisions, which took effect on March 31, 2023. PRC domestic enterprises seeking to offer securities and list in overseas markets, either directly or indirectly, shall establish and improve the system of confidentiality and archives work, and shall complete approval and filing procedures with competent authorities, if such PRC domestic enterprises or their overseas listing entities provide or publicly disclose documents or materials involving state secrets and work secrets of state organs to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals. It further stipulates that (i) providing or publicly disclosing documents and materials which may adversely affect national security or public interests, and accounting records or photocopies thereof to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals shall be subject to corresponding procedures in accordance with relevant laws and regulations; and (ii) any working papers formed in the territory of the PRC by securities companies and securities service agencies that provide domestic enterprises with securities services relating to overseas securities issuance and listing shall be stored in the territory of the PRC, the outbound transfer of which shall be subject to corresponding procedures in accordance with relevant laws and regulations. Our operating subsidiaries provide logistic services, and they are not cyberspace operators with personal information of more than 1 million users or activities that affect or may affect national security and they don't have documents and materials which may adversely affect national security or public interests. However, given the current PRC regulatory environment, it is uncertain whether we or our PRC subsidiaries will be able to obtain such permission or be required to obtain other permission from the PRC government to list on U.S. exchanges or offer its securities overseas, and even when such permission is obtained, whether it will be denied or rescinded. If we or our subsidiaries do not receive or maintain such permissions or approvals, inadvertently conclude that such permissions or approvals are not required, or applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, it could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors, cause the value of our securities to significantly decline or become worthless and could result in a material and negative impact on our business operations, including fines or penalties imposed by the relevant PRC regulatory authority, revocation our subsidiaries' business licenses and suspension of their respective business operations.

or (iv) voluntary or mandatory delisting. The New Overseas Listing Rules stipulate the legal consequences to the companies for breaches, including failure to fulfil filing obligations or filing documents having false statement or misleading information or material omissions, which may result in a fine ranging from RMB 1 million to RMB 10 million, and in cases of severe violations, the relevant responsible persons may also be barred from entering the securities market. We are subject to the relevant filing procedures of the CSRC in connection with our overseas offerings under the New Overseas Listing Rules, including the public offering pursuant to this registration statement.

On February 24, 2023, the CSRC, the Ministry of Finance, the National Administration of State Secretes Protection and the National Archives Administration released the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Companies, or the Confidentiality and Archives Administration Provisions, which took effect on March 31, 2023. PRC domestic enterprises seeking to offer securities and list in overseas markets, either directly or indirectly, shall establish and improve the system of confidentiality and archives work, and shall complete approval and filing procedures with competent authorities, if such PRC domestic enterprises or their overseas listing entities provide or publicly disclose documents or materials involving state secrets and work secrets of state organs to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals. It further stipulates that (i) providing or publicly disclosing documents and materials which may adversely affect national security or public interests, and accounting records or photocopies thereof to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals shall be subject to corresponding procedures in accordance with relevant laws and regulations; and (ii) any working papers formed in the territory of the PRC by securities companies and securities service agencies that provide domestic enterprises with securities services relating to overseas securities issuance and listing shall be stored in the territory of the PRC, the outbound transfer of which shall be subject to corresponding procedures in accordance with relevant laws and regulations. Our operating subsidiaries provide logistic services, and they are not cyberspace operators with personal information of more than 1 million users or activities that affect or may affect national security and they don't have documents and materials which may adversely affect national security or public interests. It is uncertain whether we or our PRC subsidiaries will be able to obtain such permission or be required to obtain other permission from the PRC government to list on U.S. exchanges or offer its securities overseas, and even when such permission is obtained, whether it will be denied or rescinded. If we or our subsidiaries do not receive or maintain such permissions or approvals, inadvertently conclude that such permissions or approvals are not required, or applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, it could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors, cause the value of our securities to significantly decline or become worthless and could result in a material and negative impact on our business operations, including fines or penalties imposed by the relevant PRC regulatory authority, revocation our subsidiaries' business licenses and suspension of their respective business operations.

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existing PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. Therefore, WFOE is able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulations, such as the overseas investment registrations by our shareholders who are PRC residents. Approval from or registration with appropriate government authorities is, however, required where the RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to change the regulations on foreign currencies for current account transactions.

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in China's global economic, political or social conditions or government policies, including the PRC, could have a material adverse effect on our business and results of operations. (see page 23 of this prospectus) ● We may rely on dividends and other distributions on equity paid by our WFOE to fund any cash and financing requirements we may have.

Any limitation on the ability of our WFOE to pay dividends to us could have a material adverse effect on our ability to conduct our business. (see page 25 of this prospectus) ● PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control requirements of currency conversion may restrict or prevent us from using the proceeds of this offering to make loans to our PRC subsidiaries or to make additional capital contributions to our PRC subsidiaries, which may materially and adversely affect our liquidity and our ability to fund and expand our business. (see page 25 of this prospectus) ● Uncertainties Variability and quick change in the PRC legal system 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. (see page 25 of this prospectus) ● The Chinese government exerts substantial may exert influence over the manner in which we must conduct our business, and may intervene or influence our operations at any time, which could result in a material change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors and, and cause the value of our Ordinary Shares to significantly decline or be worthless. (see page 28 of this prospectus) ● Because we are a Cayman Islands corporation and all of our business is conducted in the PRC, you may be unable to bring an action against us or our officers and directors or to enforce any judgment you may obtain. It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China. (see page 28 of this prospectus) ● The Holding Foreign Companies Accountable Act, or the HFCA Act, and the related regulations are evolving quickly. Further implementations and interpretations of or amendments to the HFCA Act or the related regulations, or a PCOAB's determination of its lack of sufficient access to inspect our auditor, might pose regulatory risks to and impose restrictions on us because of our operations in mainland China. A potential consequence is that our Ordinary Shares may be delisted by the exchange. The delisting of our Ordinary Shares, or the threat of our Ordinary Shares being delisted, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct full inspections of our auditor deprives our investors of the benefits of such inspections. (see page 29 of this prospectus) ● The filing with the China Securities Regulatory Commission ("CSRC") is required in connection with this offering under New Overseas Listing Rules, and, if required, we cannot assure you that we will be able to timely make such filing, in which case we may face sanctions by the CSRC or other PRC regulatory agencies for failure to timely file with the CSRC for this offering. (see page 31 of this prospectus) ● Regulatory bodies of the United States may be limited in their ability to conduct investigations or inspections of our operations in China.

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Risk factors 49 changes

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derive a large portion of our revenues from a few major customers. For the year ended on March 31, 2023, 2024, two major customers accounted for approximately 23% 35% and 15% 23% of the Company's total revenue, revenues, respectively. For the year ended on March 31, 2022, our largest customer 2023, two major customers accounted for approximately 10% 23% and 15% of the Company's total revenue, respectively. There are inherent risks whenever a large percentage of the total revenue is concentrated with one customer. It is not possible for us to predict the future level of demand for our services that will be generated by such customer or the future demand for our services by such customer. If such customer experience declining or delayed demands due to market, economic or competitive conditions, we could be pressured to reduce our prices or they could decrease the purchase quantity of our services, which could have an adverse effect on our margins and financial position, and could negatively affect our revenues and results of operations. If our largest customer terminates the purchase of our services, such termination would materially negatively affect our revenues, results of operations and financial condition.

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purchase a significant portion of our supplies from a few major suppliers. For the year ended March 31, 2023, 2024, one major supplier accounted for approximately 32% of our the total purchases. For the year ended March 31, 2022, 2023, one major supplier accounted for approximately 10% 32% of our total purchases. If any of these suppliers increase the price for raw materials, we could be pressured to increase our prices or reduce our profit margin, which could cause us to lose customers and negatively affect our revenues and profit margin.

If any of these suppliers increase the price for raw materials, we could be pressured to increase our prices or reduce our profit margin, which could cause us to lose customers and negatively affect our revenues and profit margin.

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are sensitive to changes in overall economic conditions that impact cargo volumes and truck capacity. China's transportation market historically has experienced cyclical fluctuations due to economic slowdowns, downturns in business cycles of shippers, volatility in energy price, pandemic and other economic factors beyond our control. Deterioration Any material change in the economic environment subjects our business to various risks, including the following that may have a material and adverse impact on our operating results and cause us not to achieve growth or profitability:

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had incurred net profit of $1,188,924 and net loss of $935,776 in the fiscal years of March 31, 2023 and 2022, respectively.

had incurred net profit of $1,083,700 and $1,188,924 in the fiscal years of March 31, 2024 and 2023, respectively. We cannot assure you that we will be able to generate net income or will have retained earnings in the future. The fiscal years as of March 31, 2023 2024 and 2022 2023 was dominated by responses to the COVID-19 outbreaks and control measures taken by local government to prevent the spread of COVID-19. We will continue to grow our business, attract customers and partners and further enhance and develop our products and services. Our efforts in new products and business development may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. As a result of the foregoing and other factors, we may incur net losses in the future and may not be able to maintain profitability.

90 unchanged paragraphs

operations of the Company are located in the PRC. Accordingly, the Company's business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in the PRC, in addition to the general state of the PRC economy.

PRC government imposes controls on the convertibility of RMB into foreign currencies and the remittance of currency out of Mainland China.

Chinese economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over China's economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.

in China's global economic, political or social conditions or government policies, including the PRC, could have a material adverse effect on our business and results of operations.

Company's business, financial

condition, and results of operations may be influenced by the global political, economic, and legal environments. Given that the operations of the Company are located in the PRC, the Company's results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, cybersecurity, anti-monopoly, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. and such change of rules and policies can happen quickly with little advance notice.

PRC government imposes requirements on the convertibility of RMB into foreign currencies and the remittance of currency out of Mainland China. We mainly rely on dividend payments from our PRC subsidiaries to fund any additional cash and financing requirements we may have. Shortages in the availability of foreign currency may restrict the ability of our PRC subsidiaries to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations.

adverse changes in economic conditions, the policies or the laws and regulations could have a material adverse effect on the overall economic growth. Such developments could adversely affect our business and operating results, lead to reduction in demand for the Company's products and services, which adversely affects our competitive position.

The Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy, and the rate of growth has been slowing since 2012. Any adverse changes in economic conditions in China, in the policies of the Chinese government or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China. Such developments could adversely affect our business and operating results, lead to reduction in demand for the Company's products and services, which adversely affects our competitive position. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control policies over capital investments or changes in tax regulations. In addition, in the past , the Chinese government has implemented certain measures, including interest rate increases, to control manage the pace of economic growth. These measures may cause decreased economic activity in China, which may adversely affect our business and results of operations.

we and our China-based operating entities, as well as our investors, face uncertainty about future actions by the individual national or regional governments, including Chinese government, that could significantly affect our financial performance and operations. Failure to take timely and appropriate measures to adapt to any of these or similar regulatory compliance challenges could materially and adversely affect our current corporate structure and business operations.

Failure to take timely and appropriate measures to adapt to any of these or similar regulatory compliance challenges could materially and adversely affect our current corporate structure and business operations.

recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings by Chinese companies that are conducted overseas and/or foreign investment and not in China-based issuers, compliance with local Chinese laws and regulations, which could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of our shares to significantly decline or be worthless.

1 unchanged paragraph

economy in China has experienced increases in inflation and labor costs in recent years. As a result, average wages in the PRC are expected to continue to increase. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless we are able to pass on these increased labor costs to those who pay for our products and services, our profitability and results of operations may be materially and adversely affected.

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the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime after the violation. In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention.

and change in the PRC

and quick change in the PRC legal system 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.

PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value. Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules by courts and regulators are not always uniform and the enforcement of these laws, regulations and rules involves uncertainties.

1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign investments in China. However, recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, the interpretation and enforcement of these laws and regulations involve uncertainties. Since PRC administrative and court authorities have significant certain discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy. These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims. In addition, the regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from us.

In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention.

5 unchanged paragraphs

regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control requirements of currency conversion may restrict or prevent us from using the proceeds of this offering to make loans to our PRC subsidiaries or to make additional capital contributions to our PRC subsidiaries, which may materially and adversely affect our liquidity and our ability to fund and expand our business.

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March 30, 2015, SAFE issued the Circular on the Reform of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises ("SAFE Circular 19"), which became effective on June 1, 2015, and which abolished the application of SAFE Circular 142, Circular 36 and Circular No. 88 when it becomes effective. Pursuant to SAFE Circular 19, foreign-invested enterprises may either continue to follow the payment-based foreign currency settlement system or elect to follow the "conversion-at-will" of the foreign currency settlement system. Where a foreign-invested enterprise follows the conversion-at-will of the foreign currency settlement system, it may convert any or 100% amount of the foreign currency in its capital account into RMB at any time. The converted RMB will be kept in a designated account known as "Settled but Pending Payment Account," and if the foreign-invested enterprise needs to make further payment from such designated account, it still needs to provide supporting documents and go through the review process with its bank. In addition, foreign-invested enterprises shall not use its capital and RMB obtained from foreign exchange settlement for purposes within the following negative list. (a) directly or indirectly for expenditures outside of its business scope or expenditures prohibited by national laws and regulations; (b) directly or indirectly for investment in securities, except as otherwise prescribed by applicable laws and regulations; (c) directly or indirectly for the disbursing RMB entrusted loans (other than as permitted in its business scope); (d) for repayment of inter-corporate borrowings (including money advanced by third parties) and the repayment of certain RMB bank loans that have been sub-lent to third parties; and (e) for the expenditures related to the purchase of real estate which is not for self-use, unless it is a foreign-invested real estate enterprise.

1 unchanged paragraph

light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, including SAFE Circular 16 or SAFE Circular 19, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans by us to our WFOE or with respect to future capital contributions by us to our WFOE. As of the date of this prospectus, [ ] is under our WFOE has completed the process of the FDI registration. However, we cannot assure you the completion of the FDI registration. Failure of [ ]'s if our WFOE fail to maintain FDI registration may result in restrictions on the settlement of the foreign exchange of [ ], WFOE, and our ability to use the proceeds we expect to receive from this offering and any other offerings and to capitalize or otherwise fund our PRC operations may be negatively affected.

1 unchanged paragraph

the Enterprise Income Tax Law, dividends generated from retained earnings after January 1, 2008 from a PRC company to a foreign parent company are subject to a withholding tax rate of 10% unless the foreign parent's jurisdiction of incorporation has a tax treaty with China that provides for a preferential withholding arrangement. Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income, or the Hong Kong Tax Treaty, which became effective on December 8, 2006, as amended, a company incorporated in Hong Kong, such as Eastern HK, will be subject to withholding income tax at a rate of 5% on dividends it receives from its WFOE if it holds a 25% or more interest in that particular WFOE, or 10% if it holds less than a 25% interest in that subsidiary. On October 27, 2009, the SAT promulgated a tax notice or Circular 601, which provides that tax treaty benefits will be denied to "conduit" or shell companies without business substance, and a beneficial ownership analysis will be used based on a "substance-over-the-form" principle to determine whether or not to grant tax treaty benefits. On June 29, 2012, the SAT issued the Announcement of the State Administration of Taxation regarding Recognition of "Beneficial Owner" under Tax Treaties, or Announcement 30. Then on February 3, 2018, the SAT further issued the Announcement of the State Administration of Taxation on Issues Relating to " Beneficial Owner " in Tax Treaties ("Announcement 9"), which repealed Announcement 30, providing that a comprehensive analysis should be made when determining the beneficial owner status based on various factors that are supported by various types of documents. including the Memorandum and Articles of Association, financial statements, records of cash movements, board meeting minutes, board resolutions, staffing and materials, relevant expenditures, functions and risk assumption as well as relevant contracts, patent and copyright certificates and other information. As a result, although our WFOE is wholly owned by Eastern HK, we cannot assure you that we would be entitled to the tax treaty benefits and enjoy the favorable 5% rate applicable under the Hong Kong Tax Treaty on dividends payable by WFOE. If Eastern HK cannot be recognized as the beneficial owner of the dividends to be paid by our WFOE to us, such dividends will be subject to a normal withholding tax of 10% as provided by the Enterprise Income Tax Law.

2 unchanged paragraphs

Chinese government exerts substantial may exert influence over the manner in which we must conduct our business, and may intervene or influence our operations at any time, which could result in a material change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors and, and cause the value of our Ordinary Shares to significantly decline or be worthless.

Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.

such, our business is subject to various government and regulatory interferences. policies. We could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. Our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry, which could result in a material change in our operation and the value of our Ordinary Shares.

given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas, although we are currently not required to obtain permission from any of the PRC federal central or local government and has not received any denial to list on the U.S. exchange, it is uncertain when and whether we will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded, which could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of our shares to significantly decline or be worthless.

On December 28, 2021, Cybersecurity Review Measures

Measures was published by the CAC, National Development and Reform Commission, Ministry of Industry and Information Technology, Ministry of Public Security, Ministry of State Security, Ministry of Finance, Ministry of Commerce, People's Bank of China, State Administration for Market Regulation, State Administration of Radio and Television, China Securities Regulatory Commission, State Secrecy Administration and State Cryptography Administration, effective on February 15, 2022. According to the provisions of the Cybersecurity Review Measures , the situations that need to be reviewed by the CAC include: (i) the network platform operators who have personal information of more than 1 million users go public abroad; (ii) the procurement of network products and services by key information infrastructure operators affects or may affect national security; (iii) network platform operators carry out data processing activities that affect or may affect national security.

According to the provisions of the Cybersecurity

Review Measures , the situations that need to be reviewed by the CAC include: (i) the network platform operators who have personal information of more than 1 million users go public abroad; (ii) the procurement of network products and services by key information infrastructure operators affects or may affect national security; (iii) network platform operators carry out data processing activities that affect or may affect national security.

8 unchanged paragraphs

are incorporated in the Cayman Islands and conduct our operations primarily in China. All of our assets are located outside of the United States and the proceeds of this offering will primarily be held in banks outside of the United States. In addition, majority of our directors and officers reside outside in Hong Kong, except for Mr. Lin Tan who is a resident of China and Mr. Yu-yun Tristan Kuo who is a resident of the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe we have violated your rights, either under United States federal or state securities laws or otherwise, or if you have a claim against us. Even If you are successful want to enforce a judgment of the United States in bringing an action Hong Kong, it must be a final judgment conclusive upon the merits of this kind, the laws claim, for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the Cayman Islands proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of China may the judgment is not permit you contrary to enforce public policy of Hong Kong. Such a judgment against our assets or the assets of our directors must be for a fixed sum and officers. See "Enforceability of Civil Liabilities." must also come from a "competent" court as determined by the private international law rules applied by the Hong Kong courts.

Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may not permit you to enforce a judgment against our assets or the assets of our directors and officers. See "Enforceability of Civil Liabilities."

13 unchanged paragraphs

Any significant appreciation or

remains significant international pressure on the PRC government to adopt a flexible currency policy. Any significant appreciation or depreciation of the RMB may materially and adversely affect our revenues, earnings and financial position, and the value of, and any dividends payable on, our Ordinary Shares in U.S. dollars. For example, to the extent that we need to convert U.S. dollars we receive from this initial public offering into RMB to pay our operating expenses, appreciation of the RMB against the U.S. dollar would have an adverse effect on the RMB amount we would receive from the conversion. Conversely, a significant depreciation of the RMB against the U.S. dollar may significantly reduce the U.S. dollar equivalent of our earnings, which in turn could adversely affect the market price of our Ordinary Shares.

might not be able to hedge our positions in China

limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currency. As a result, fluctuations in exchange rates may have a material adverse effect on your investment.

As a result, fluctuations in exchange rates may have a material adverse effect on your investment.

control requirements of currency conversion may limit our ability to utilize our net revenues effectively and affect the value of your investment.

PRC government imposes controls requirements on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of China. We receive principally all of our revenues in RMB. Under our current corporate structure, our company in the Cayman Islands will rely on dividend payments from our WFOE to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. Therefore, our WFOE is able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulation, such as the overseas investment registrations by the beneficial owners of our company who are PRC residents. But approval from or registration with appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to change the regulations on foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders.

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February 17, 2023, the CSRC released the New Overseas Listing Rules with five interpretive guidelines, which took effect on March 31, 2023. The New Overseas Listing Rules require Chinese domestic enterprises to complete filings with relevant governmental authorities and report related information under certain circumstances, such as a) an issuer making an application for initial public offering and listing in an overseas market. b) an issuer making an overseas securities offering after having been listed on an overseas market; c) a domestic company seeking an overseas direct or indirect listing of its assets through single or multiple acquisition(s), share swap, transfer of shares or other means. Pursuant to the New Overseas Listing Rules, domestic companies that seek initial public offering or listing securities overseas, both directly and indirectly, shall file with the CSRC within three working days after the submission of overseas offering/listing application. Furthermore, upon the occurrence of any of the specified material events specified below after an issuer has completed its offering and listed its securities on an overseas stock exchange, the issuer shall submit a report thereof to the CSRC within three working days after the occurrence and public disclosure of the event. (i) change of control; (ii) investigations or sanctions imposed by overseas securities regulatory agencies or other competent authorities; (iii) change of listing status or transfer of listing segment; or (iv) voluntary or mandatory delisting. The New Overseas Listing Rules stipulate the legal consequences to the companies for breaches. including failure to fulfil filing obligations or filing documents having false statement or misleading information or material omissions, which may result in a fine ranging from RMB 1 million to RMB 10 million, and in cases of severe violations, the relevant responsible persons may also be warned and each imposed a fine of between RMB 500,000 and RMB 5,000,000. We are subject to the relevant filing procedures of the CSRC in connection with our overseas offerings under the New Overseas Listing Rules, including the public offering pursuant to this registration statement.

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the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with a "de facto management body" within the PRC is considered a resident enterprise and will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation rules define the term "de facto management body" as the body that exercises full and substantial control over and overall management of the business, productions, personnel, accounts and properties of an enterprise. In April 2009, the State Administration of Taxation issued a circular, known as Circular 82, which provides certain specific criteria for determining whether the "de facto management body" of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners like us, the criteria set forth in the circular may reflect the State Administration of Taxation's general position on how the "de facto management body" test should be applied in determining the tax resident status of all offshore enterprises. According to Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its "de facto management body" in China and will be subject to PRC enterprise income tax on its global income only if all of the following specified conditions are met. (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise's financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise's primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.

41 unchanged paragraphs

you purchase Ordinary Shares in this offering, you will pay more for your Ordinary Shares than the amount paid by existing shareholders for their Ordinary Shares on a per Ordinary Share basis. As a result, you will experience immediate and substantial dilution of $[ ] per Ordinary Share, representing the difference between (i) our as adjusted net tangible book value per Ordinary Share of $[ ] as of March 31, 2023, 2024, after giving effect to this offering, and (ii) the assumed initial public offering price per share of $[ ] per Ordinary Share. See "Dilution" for a more complete description of how the value of your investment in our Ordinary Shares will be diluted upon the completion of this offering.

69 unchanged paragraphs

Use of proceeds 4 changes

4 unchanged paragraphs

utilizing the proceeds of this issue, according to Chinese laws and regulations, we can only provide funds to our Chinese subsidiaries through loans or investment. On the premise of meeting the applicable requirements for government registration and approval, we can provide inter-company loans to our Chinese subsidiary within the statutory limit or provide additional capital contributions to our Chinese subsidiaries to finance their capital expenditure or working capital. We cannot assure you that if we do, we will be able to obtain the government registration or approval in time. See " Risk Factors - Risks Related to Doing Business in China - PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control requirements of currency conversion may restrict or prevent us from using the proceeds of this offering to make loans to our PRC subsidiaries or to make additional capital contributions to our PRC subsidiaries, which may materially and adversely affect our liquidity and our ability to fund and expand our business ."

1 unchanged paragraph

$[ ] million of the proceeds will be immediately remitted to China following the completion of this offering to fund the registered capital of the WFOE. Except that, in using the proceeds of this offering, we are permitted under PRC laws and regulations as an offshore holding company to provide funding to our WFOE in China only through loans or capital contributions, subject to the approval of government authorities and limit on the amount of capital contributions and loans.

We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all. See " Risk Factors-Risks Related Doing Business in China-PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may restrict or prevent us from using the proceeds of this offering to make loans to our PRC subsidiaries or to make additional capital contributions to our PRC subsidiaries, which may materially and adversely affect our liquidity and our ability to fund and expand our business. "

$[ ] million of the proceeds will be immediately remitted to China following the completion of this offering to fund the registered capital of the WFOE. Except that, in using the proceeds of this offering, we are permitted under PRC laws and regulations as an offshore holding company to provide funding to our WFOE in China only through loans or capital contributions, subject to the approval of government authorities and limit on the amount of capital contributions and loans. Subject to satisfaction of applicable government registration and approval requirements, we may extend inter-company loans to our WFOE in China or make additional capital contributions to our wholly-foreign-owned subsidiaries to fund its capital expenditures or working capital. For an increase of registered capital of our WFOE, we need to file with MOFCOM or its local counterparts. If we provide funding to our WFOE through loans, the total amount of such loans may not exceed the amount that equals to 2.5 times of the shareholders equity of the borrower. Such loans must be registered with SAFE or its local branches, which usually takes up to 20 working days to complete. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all. See " Risk Factors-Risks Related Doing Business in China-PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental requirements of currency conversion may restrict or prevent us from using the proceeds of this offering to make loans to our PRC subsidiaries or to make additional capital contributions to our PRC subsidiaries, which may materially and adversely affect our liquidity and our ability to fund and expand our business. "

Capitalization 2 changes

following tables set forth our capitalization as of March 31, 2023: 2024:

2 unchanged paragraphs

par value $0.0001 per share, 450,000,000 shares authorized, 10,000,000 10,417,000 shares issued and outstanding on an actual basis*, [ ] shares issued and outstanding on an adjusted basis (assuming [ ] shares to be issued in this offering) $ Preferred shares, US$0.0001, 50,000,000 shares authorized and 1,000,000 preferred shares issued and outstanding other comprehensive loss Total Stockholders' Equity Total

Dilution 101 changes

to New Investors if the Offering Amount is Sold with Full Exercise of the Over-allotment Option giving effect to our sale of [ ] Ordinary Shares offered in this offering based on the assumed initial public offering price of $[ ] per Ordinary Share, after deduction of the underwriting discounts, non-accountable expense allowance and the estimated offering expenses payable by us, our as adjusted net tangible book value as of March 31, 2023, 2024, would have been $[ ] million, or $[ ] per outstanding Ordinary Share. This represents an immediate increase in net tangible book value of $[ ] per Ordinary Share to the existing shareholders, and an immediate dilution in net tangible book value of $[ ] per Ordinary Share to investors purchasing Ordinary Shares in this offering.

3 unchanged paragraphs

Net tangible book value per Ordinary Share as of March 31, 2023 2024 book value per Ordinary Share attributable to payments by new investors book value per Ordinary Share immediately after this offering net tangible book value per Ordinary Share to new investors in the offering $ A $1.00 increase (decrease) in the assumed public offering price of $[ ] per Ordinary Share would increase (decrease) our pro forma as adjusted net tangible book value after giving effect to this offering by $[ ], the pro forma as adjusted net tangible book value per Ordinary Share after giving effect to this offering by $[ ] per Ordinary Share, and the dilution in pro forma as adjusted net tangible book value per Ordinary Share to new investors in this offering by Ordinary Shares $[ ] per Ordinary Share, assuming no change to the number of Ordinary Shares offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts, non-accountable expense allowance, and estimated offering expenses.

following table sets forth, on an as adjusted basis as of March 31, 2023, 2024, the differences between existing shareholders and the new investors with respect to the number of Ordinary Shares purchased from us, the total consideration paid and the average price per Ordinary Share paid before deducting the underwriting discounts, non-accountable expense allowance, and estimated offering expenses.

6 unchanged paragraphs

exchange rates in effect as of March 31, 2023 2024 and 2022 2023 were RMB1 for $0.1456 $0.1385 and $ 0.1577, $0.1456, respectively. The average exchange rates for the years ended March 31, 2023 2024 and 2022 2023 were RMB1 for $0.146 $0.1395 and $0.1558, $0.1460, respectively.

of February July 15, 2024, the exchange rate was RMB 1 to $0.1399. $0.1378.

9 unchanged paragraphs

memorandum and articles of association does not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated. Currently, all of our operations are conducted outside the United States, and substantially all of our assets are located outside the United States. Among our executive officers and directors, Albert Wong, Ching Hei Li, Chung Leung Cheung, Lin Tan, Chun Pong (Colman) Chiu and Shiu Wing Joseph Chow are residents of Hong Kong or and Lin Tan is a resident of China and they are nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the United States. Our independent director Mr. Yu-yun Tristan Kuo is a U.S. citizen and resident. As a result, it may be difficult for a shareholder to effect service of process within the United States upon 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.

9 unchanged paragraphs

In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest.

In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States or in the Cayman Islands. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law against us in the PRC, if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction, and meet other procedural requirements, including, among others, the plaintiff must have a direct interest in the case, and there must be a concrete claim, a factual basis and a cause for the suit.

Lawyers, our counsel as to the laws of Hong Kong, has advised us that there is uncertainty as to whether the courts of Hong Kong would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

judgment of a court in the United States predicated upon U.S. federal or state securities laws may be enforced in Hong Kong at common law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder and then seeking summary judgment on the strength of the foreign judgment, provided that the foreign judgment, among other things, is (1) for a debt or a definite sum of money (not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty), and (2) final and conclusive on the merits of the claim, but not otherwise. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud, (b) the proceedings in which the judgment was obtained were opposed to natural justice, (c) its enforcement or recognition would be contrary to the public policy of Hong Kong, (d) the court of the United States was not jurisdictionally competent, or (e) the judgment was in conflict with a prior Hong Kong judgment.

Kong has no arrangement for the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of U.S. courts of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any state or territory within the United States.

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We are a holding company incorporated in the Cayman Islands. Our Ordinary Shares offered in this prospectus are shares of our Cayman Islands holding company. As a holding company with no material operations of our own, we conduct our business through our operating subsidiaries in China. We own 100% equity interest of all our subsidiaries including the operating subsidiaries in China (collectively, the "PRC operating subsidiaries") and do not have a VIE structure.

International Ltd. (the "Company" or "we") is an exempted company incorporated under the laws of the Cayman Islands with limited liability on July 27, 2023 as a holding company. We through our subsidiaries in People's Republic of China (the "PRC" or "China") provide logistic services to company and retail clients, including transportation services and warehouse subleasing services. Our transportation services include project logistic, cross border logistic and basic logistic. We are a holding company incorporated in the Cayman Islands. Our Ordinary Shares offered in this prospectus are shares of our Cayman Islands holding company. As a holding company with no material operations of our own, we conduct our business through our operating subsidiaries in China. We own 100% equity interest of all our subsidiaries including the operating subsidiaries in China (collectively, the "PRC operating subsidiaries") and do not have a VIE structure.

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(Loss) from Operations

(loss) from operations is calculated as gross profit minus operating expenses. Income (loss) from operations excludes interest income, interest expenses, foreign exchange transaction gain (loss), other income (expenses) and income tax expenses. We use income (loss) from operations as an indicator of the productivity of our business and our ability to manage expenses.

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the Years Ended March 31, 2023 2024 and 2022 2023

following table summarizes the results of our operations for the years ended March 31, 2023 2024 and 2022, 2023, respectively, and provides information regarding the dollar and percentage increase during such periods.

1 unchanged paragraph

Total operating expenses

Income (Loss) from operations

Gain (loss) on disposal

Government subsidies

Gain on fair value change

of short-term investment

Other income (expenses),

Income (loss) before income

Income tax (expenses) benefits

General and administrative expenses

Foreign exchange transaction gain

on disposal of property and equipment

generated our revenue primarily from providing (i) transportation services and (ii) warehouse storage services to our customers. Total revenues for the year ended March 31, 2023 decreased 2024 increased by $2,337,732, $16,281,975, or 8.8%, 67.4%, to $24,161,654 $40,443,629 from $26,499,386 $24,161,654 for the year ended March 31, 2022. 2023. This decrease increase was primarily impacted contributed by the resurgence of Omicron variant of Covid-19 pandemic growth in China since January 2022. our project logistic business.

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revenues from transportation services decreased by $1,884,121 or 8.2% from $22,969,167 for the year ended March 31, 2022 to $21,085,046 for the year ended March 31, 2023. Our transportation services are composed of project logistic (including cross border logistic) and general logistic. Project logistic aim to ship oversized cargo, and the entire transport process is more complicated and deals with more uncertainties when compared to general logistic. The decrease in revenues from transportation services is mainly caused by the decrease in revenues from project logistic, as we have faced difficulties to carry out jobs for project logistic due to the travel restrictions imposed by local governments to contain the spread of Omicron Variant in China since January 2022. As a result, our revenues from project logistic decreased by $6,160,750 from $12,576,533 for the year ended March 31, 2022 to $6,415,783 for the year ended March 31, 2023. However, this was partially offset by the increase in revenues from general logistics, which increased from $10,392,634 for the year ended March 31, 2022 to $14,669,263 for the year ended March 31, 2023, as we have raised our service prices for general logistic along with the entire logistics industry in China during this special pandemic period.

revenues from warehouse subleasing services decreased by $453,611 or 12.8% from $3,530,219 for the year ended March 31, 2022 to $3,076,608 for the year ended March 31, 2023. The decrease is mainly because the number of contracts for our warehouse subleasing services decreased from 73 for the year ended March 31, 2022 to 58 for the year ended March 31, 2023. However, this was partially offset by the increase in our contract price, as we have provided more value-added services, such as warehouse management and handling, to our clients in fiscal year 2023.

revenues from transportation services increased significantly by $16,493,486 or 78.2% from $21,085,046 for the year ended March 31, 2023 to $37,578,532 for the year ended March 31, 2024. Our transportation services are composed of project logistic (including cross border logistic) and general logistic. Project logistic aims to ship oversized cargo, and the entire transport process is more complicated with more uncertainties when compared to general logistic. In fiscal year 2023, our project logistic business was severely impacted by the travel restrictions and lockdowns imposed by local governments in the PRC to contain the spread of Omicron Variant of COVID-19. However, since December 2022, the Chinese government has loosened its control policy and no longer imposes lockdown measures, and we were able to gradually resume our project logistic business since then and also received project logistic orders from new customers. As a result, we have completed 2,947 orders for project logistics in fiscal year 2024, as compared to only 818 orders in fiscal year 2023. Hence, our revenues from project logistic increased by $17,022,285 from $6,415,783 for the year ended March 31, 2023 to $23,438,068 for the year ended March 31, 2024. However, our revenues from general logistic slightly decreased by $528,799 or 3.6% from $14,669,263 for the year ended March 31, 2023, to $14,140,464 for the year ended March 31, 2024. The decrease was primarily attributable to the depreciation of RMB against U.S. dollar. The average exchange rates for the fiscal years ended March 31, 2024 and 2023, were RMB1 to $0.1395 and RMB1 to $0.1460, respectively, representing a decrease of 4.40%.

revenues from warehouse subleasing services slightly decreased by $211,511 or 6.9% from $3,076,608 for the year ended March 31, 2023 to $2,865,097 for the year ended March 31, 2024. In fiscal year 2024, a few customers didn't renew their leases of warehouse spaces with us upon the expiration due to the general economic downturn in China.

cost of revenues for transportation services mainly consisted of outsourced shipping services, fuel, salaries paid to drivers, depreciation, fleet maintenance, tolls and customs fees. Cost of revenues for warehouse storage services mainly consisted of lease expenses of warehouse buildings, utilities, maintenance, fuel and warehouse handling fees. The following table sets forth the breakdown of our cost of revenues by category for the years ended March 31, 2023 2024 and 2022, 2023, respectively.

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Cost of revenues for transportation

cost of transportation services decreased by $2,828,042 or 13.2% from $21,397,785 for the year ended March 31, 2022 to $18,569,743 for the year ended March 31, 2023. The decrease was because we completed less contracts for project logistic in fiscal year 2023 when compared to fiscal year 2022, due to the impact from Covid-19 pandemic.

cost of warehouse storage services decreased by $1,069,941 or 33.6% from $3,181,151 for the year ended March 31, 2022 to $2,111,210 for the year ended March 31, 2023. The decrease was mainly because we have less contracts for warehouse subleasing in fiscal year 2023 when compared to fiscal year 2022, due to the impact from Covid-19 pandemic.

of revenues decreased increased by $3,897,983 $14,744,009 or 15.9% 71.3% from $24,578,936 $20,680,953 for the year ended March 31, 2022 2023 to $20,680,953 $35,424,962 for the year ended March 31, 2023. 2024. Overall, the change is in line with increase of revenues.

cost of transportation services increased by $14,427,306 or 77.7% from $18,569,743 for the year ended March 31, 2023 to $32,997,049 for the year ended March 31, 2024. The increase was driven by the increase in cost incurred for our project logistic business, as we completed more orders for project logistic in fiscal year 2024 as compared with fiscal year 2023, as discussed above.

cost of warehouse storage services increased by $316,703 or 15.0% from $2,111,210 for the year ended March 31, 2023 to $2,427,913 for the year ended March 31, 2024. The increase was mainly because we had early termination for the use of two leases for warehouse spaces in fiscal year 2024 due to the lack of customers' renewals and incurred extra penalties for the early termination.

following table sets forth the breakdown of our gross profit and gross margin by category for the years ended March 31, 2023 2024 and 2022, 2023, respectively.

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Gross profit of transportation

warehouse subleasing

In addition, our gross margin increased by 7.2 percentage points from 7.2% for the year ended March 31, 2022 to 14.4% for the year ended profit for transportation services was $2,515,303 for the year ended March 31, 2023, which increased by $943,921 when compared with fiscal year 2022. Gross margin was 11.9% for the year ended March 31, 2023, which increased by 5.1 percentage points when compared with that of 2022. The increase in gross profit and gross margin was because we raised our service prices for our services in general logistic in fiscal year 2023 during the resurgence of Omicron Variant along with the entire logistics industry in China.

profit for warehouse storage services was $965,398 for the year ended March 31, 2023, which increased by $616,330 when compared with fiscal year 2022. Gross margin was 31.4% for the year ended March 31, 2023, which increased by 21.5 percentage points when compared with fiscal year 2022. The increase in gross profit and gross margin was mainly because we have provided more value-added services to our clients to better meet their needs during the special pandemic period in fiscal year 2023.

gross profit increased by $1,560,251 $1,537,966 from $1,920,450 $3,480,701 for the year ended March 31, 2022 2023 to $3,480,701 $5,018,667 for the year ended March 31, 2023. 2024.

However, our gross margin decreased by 2% from 14.4% for the year ended March 31, 2023 to 12.4% for the year ended profit for transportation services was $4,581,483 for the year ended March 31, 2024, which increased by $2,066,180 as compared to fiscal year 2023, which was mainly driven by the increase in revenues. Gross margin was 12.2% for the year ended March 31, 2024, which generally remained in line with that of 11.9% for fiscal year 2023.

profit for warehouse storage services was $437,184 for the year ended March 31, 2024, which decreased by $528,214 as compared to fiscal year 2023. In addition, gross margin was 15.3% for the year ended March 31, 2023, which decreased by 16.1% as compared to fiscal year 2023. The decrease in gross margin was mainly because a few customers didn't renew their leases upon expiration in fiscal year 2024, and we incurred penalties for early termination of two warehouse spaces.

following table sets forth the breakdown of our operating expenses for the years ended March 31, 2023 2024 and 2022: 2023:

4 unchanged paragraphs

selling expense decreased by $486,814 or 50.9% from $956,537 for the year ended March 31, 2022 to $469,723 for the year ended March 31, 2023. As a percentage of revenues, our selling expenses accounted for 1.9% and 3.6% of our total revenues for the years ended March 31, 2023 and 2022, respectively. The decrease in selling expenses was primarily due to $409,875 decrease in insurance expenses incurred for wind power turbine transportations. As impacted from travelling restrictions, the Company accomplished less wind power turbine transportations in fiscal year 2023 when compared with that of 2022.

selling expense increased by $242,615 or 51.7% from $469,723 for the year ended March 31, 2023 to $712,338 for the year ended March 31, 2024. As a percentage of revenues, our selling expenses accounted for 1.8% and 1.9% of our total revenues for the years ended March 31, 2024 and 2023, respectively. The increase in selling expenses was mainly due to (i) $51,530 increase in salaries paid to our sales force, (ii) $61,192 increase in travelling expenses incurred by our sales personnel, and (iii) $67,453 increase in entertainment expenses. The increase in these three items is a result of the growth in our project logistic business in fiscal year 2024 as compared to fiscal year 2023.

1 unchanged paragraph

general and administrative expenses slightly increased by $80,117 or 3.8% from $2,136,019 for the year ended March 31, 2022 to $2,216,136 for the year ended March 31, 2023. As a percentage of revenues, general and administrative expenses accounted for 9.2% and 8.1% of revenues for the years ended March 31, 2023 and 2022, respectively. The increase was mainly contributed by (i) $34,367 increase in car rental and insurance, (ii) $23,700 increase in entertainment expenses, (iii) $24,220 increase in employee salaries and benefits, and (iv) $18,379 increase in depreciation, while offset by $41,846 decrease in lease expenses. As we are preparing for the initial public offering, we expect our general and administrative expenses continue to grow.

expenses decreased by 82.9% from $129,609 for the year ended March 31, 2022 to $22,127 for the year ended March 31, 2023. The decrease in interest expenses was primarily because Suzhou TC-Link has repaid an aggregate RMB5 million borrowings to Industrial and Commercial Bank of China upon their maturities during fiscal year of 2023.

general and administrative expenses increased by $655,801 or 29.6% from $2,216,136 for the year ended March 31, 2023 to $2,871,937 for the year ended March 31, 2024. As a percentage of revenues, general and administrative expenses accounted for 7.1% and 9.2% of revenues for the years ended March 31, 2024 and 2023, respectively. The increase was mainly contributed by (i) $211,933 increase in salaries and benefits, as we hired more operational and supporting personnel in fiscal year 2024 due to growth in business; (ii) $233,103 increase in professional service expenses, as we hired a new independent accountant in fiscal year 2024 to audit our consolidated financial statements to be used in our registration statements for our intended initial public offering; and (iii) $144,543 increase in provision for expected credit losses, as we have incorporated more unpredictability based on our ongoing credit evaluation in forecasting expected credit losses of our financial assets as of March 31, 2024 when compared to that of 2023.

expenses increased significantly by 340.9% from $22,127 for the year ended March 31, 2023 to $97,552 for the year ended March 31, 2024.

As our business grows, our PRC operating subsidiaries have made more short-term borrowings from financial institutions in the PRC during the year ended March 31, 2024 for working capital use. These short-term borrowings had terms ranging from one to five months, and interest rates ranging from 7.92% to 14.4% per annum. The majority of these borrowings had been repaid by March 31, 2024.

(loss) on disposal of property and equipment

had $161,663 gain from disposal of property and equipment decreased from $161,663 for the year ended March 31, 2023 which increased significantly when compared with a loss from disposal of property and equipment of $3,100 to $5,562 for the year ended March 31, 2022. Since 2024. In fiscal year 2023, as we received less orders for project logistics in fiscal year 2023 as impacted from due to COVID-19 and the travel restrictions in China, we have sold several vehicles which were previously used in transporting transportation of wind turbines, These vehicles are almost fully depreciated and were sold for RMB1,394,420 ($203,517) in aggregate, resulting in such a which generated extraordinary gain in fiscal that year. 2023.

Since we resumed our project logistic business in fiscal year 2024, we reduced disposal of property and equipment.

income from government subsidies decreased from $248,399 for the year ended March 31, 2023 to $27,202 for the year ended March 31, 2024.

from government subsidies increased from $nil for the year ended March 31, 2022 to $248,399 for the year ended March 31, 2023. This is because in fiscal year 2023, we have received These subsidies are from local government of Pu'Er City, Yunnan province to reimburse the Company's railway costs incurred in transporting the city's local produces, including timber, coffee beans, tea and sugar. Such subsidies were unconditional, non-recurring and discretional. discretionary. In fiscal year 2024, the city has reduced such subsidies.

insurance indemnity received from insurance companies has decreased from $251,597 for the year ended March 31, 2023 to $128,442 for the year ended March 31, 2024. In fiscal year 2024, we have increased safety awareness of our employees by providing trainings and enhancing controls during the transportation processes. As a result, we had less losses/damages within our transportations in fiscal year 2024, despite that our business has grown.

provision for income taxes was tax expenses were $451,789 and $331,687 for the year ended March 31, 2024 and 2023, respectively, which was were mainly resulted from the income before tax in amounts of $1,535,489 and $1,520,611 for the year. We had an income tax benefit of $123,663 for the year years ended March 31, 2022, which was mainly resulted from the loss before income taxes of $1,059,439 for the year. 2024 and 2023, respectively. We were subject to income taxes on entity basis on income derived from the location in which each entity is domiciled.

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HK is incorporated in Hong Kong as a holding company with no activities. Under Hong Kong's two-tier tax rates regime, the first 2 million Hong Kong Dollar ("HKD") of profits will be taxed at 8.25%, and the profits above HKD 2 million will be taxed at 16.5%. Eastern HK is not subject to income tax for the years ended March 31, 2023 2024 and 2022 2023 as it was incorporated on September 4, 2023. had no operating activities during these years.

1 unchanged paragraph

According to PRC Taxation Code 2019 No. 13, which

effective income tax rate was 21.8% and 11.7% for the years ended March 31, 2023 and 2022, respectively. The increase in our effective income tax rate was primarily because the difference in impact of non-deductible expenses on income tax benefits for the year ended March 31, 2022 and on income tax expenses for the year ended March 31, 2023.

was effective to the Circular on January 1, the Implementation of the Positive Policy on Inclusive Tax Relief for Small and Micro Enterprises ( Cai Shui (2019) No. 13), as enacted by Ministry of Finance and State Taxation Administration of the PRC, an enterprise is recognized as a small-scale and low-profit enterprise if all of the followings are met (i) its taxable income is less than does not exceed RMB3 million; (ii) total number of its employees does not exceed 300; and (iii) amount of its total assets does not exceed RMB50 million. A small-scale and low-profit enterprise receives a tax preference including a preferential tax rate of 5% on its taxable income below RMB1 million and another preferential tax rate of 10% on its taxable income between RMB1 million and RMB3 million. This policy was originally effective since January 1, 2019 until December 31, 2021. Subsequently, Ministry of Finance and State Taxation Administration of the tax preference for PRC have made supplements to this policy on March 14, 2022, March 26, 2023 and August 6, 2023, respectively, which have stated that since January 1, 2022, if an entity is identified as a small-scale and low-profit enterprises have enterprise based on the above rules, it is entitled to a preferential tax rate of 5% on its taxable income, and such tax relief has been extended to December 31, 2027 by Chinese National Tax Bureau. at the same time. As a result, for the year ended March 31, 2023, Wuxi TC-Link, Yancheng TC-Link, Yunnan Dongyuan and Chongqing Dayuan are qualified for small and low-profit enterprises with an income tax rate of 5%; and for the years year ended March 31, 2023 2024, Wuxi TC-Link, Yunnan Dongyuan and 2022. Chongqing Dayuan are qualified for small and low-profit enterprises with an income tax rate of 5%.

effective income tax rate was 29.4% and 21.8% for the years ended March 31, 2024 and 2023, respectively. The increase in our effective income tax rate was primarily due to the increase in entertainment expenses in fiscal year 2024, which caused non-deductible expenses (a permanent difference) to increase.

a result of the foregoing, we reported a net income (loss) of $1,188,924 $1,083,700 and $(935,776) $1,188,924 for the years ended March 31, 2023 2024 and 2022, 2023, respectively.

1 unchanged paragraph

Despite that our revenues decreased in fiscal year 2023 when compared with that of 2022 as a result of nationwide restrictions on Covid-19, our liquidity was not significantly impacted by Covid-19 for the years ended March 31, 2022 and 2022.

are a holding company incorporated in the Cayman Islands. We conduct our operations primarily through our fully owned subsidiaries in China. As a result, our ability to pay dividends depends upon dividends paid by the subsidiaries. If our PRC subsidiaries incur debt on their behalf in the future, the instruments governing their debt may restrict their ability to pay dividends ultimately to us. In addition, our PRC subsidiaries are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, our PRC subsidiaries are required to set aside at least 10% of their after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of their registered capitals. The statutory reserve funds are not distributable as cash dividends. As of March 31, 2023 2024 and 2022, 2023, the balances of the required statutory reserves were $610,984 $675,027 and $540,910, $610,984, respectively. Additionally, the paid-in capitals of our PRC subsidiaries are also considered as restricted. Accordingly, as of March 31, 2023 2024 and 2022, 2023, total restricted net assets amounted to $7,809,027 $8,715,157 and $7,741,674, $7,809,027, respectively.

of March 31, 2023, 2024, we had cash of $963,096, $2,170,459, notes receivable of $693,012 $1,606,260 and accounts receivable of $10,791,735. $12,814,385. Our notes receivable and accounts receivable as of March 31, 2023 2024 had been substantially collected as of the date of this prospectus. Our current assets were approximately $13.9 $18.6 million as of March 31, 2023, 2024, and our current liabilities were approximately $6.3 $11.0 million as of March 31, 2023. Accordingly, our working capital as of March 31, 2023 was about $7.5 million. 2024.

Accordingly, our working capital as of March 31, 2024 was about $7.6 million.

1 unchanged paragraph

of March 31, 2024, $1,483,672 of our cash were held by our PRC operating subsidiaries with banks and financial institutions inside China.

of March 31, 2023, all of our cash were held by our PRC operating subsidiaries with banks and financial institutions inside China. Substantially all of our operations are conducted in China and all of our revenues and expenses are denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the People's Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People's Bank of China. Approval of foreign currency payments by the People's Bank of China or other regulatory institutions requires submitting a payment application form together with applicable supporting documentation. These currency exchange regulations may restrict the ability of our PRC subsidiaries to transfer their net assets to us through loans, advances or cash dividends. Furthermore, as an offshore holding company with PRC entities, we may only transfer funds to or finance our PRC operating entities by means of loans or capital contributions. Any capital contributions or loans that we make to our PRC operating entities, including from the proceeds of this offering, are subject to PRC regulations and approvals.

1 unchanged paragraph

Net cash (used in) provided by

operating activities

Cash, end of the year

When comparing fiscal 2023 with 2022:

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

19 unchanged paragraphs

2 unchanged paragraphs

13 unchanged paragraphs

and 21 more changes in the filing

Legal proceedings 1 change

98 unchanged paragraphs

December 28, 2021, the CAC and 12 other relevant PRC government authorities published the amended Cybersecurity Review Measures, which came into effect on February 15, 2022 and supersede and replace the current Cybersecurity Review Measures previously promulgated on April 13, 2020. The final Cybersecurity Review Measures provide that the purchase of network products and services by a "critical information infrastructure operator" (the "CIIO") and the data processing activities of a "network platform operator" that affect or may affect national security shall be subject to the cybersecurity review. If a "network platform operator" that possesses the personal information of more than one million users seeks to be listed in a foreign country, it must apply for a cybersecurity review with the Cybersecurity Review Office. Our main business is logistic services including project logistic, cross border logistic and general logistic. In addition, our customers and service objects are mainly domestic enterprises and institutions, rather than individual users, and we do not possess personal information of more than one million users. Therefore, we do not need to declare the cybersecurity review to the Cybersecurity Review Office.

1 unchanged paragraph

Management 8 changes

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Wong . Mr. Wong was appointed as the Chief Executive

Li . Mr. Li was appointed as a director of the

Tan . Mr. Tan was appointed as Chief Operating

Wong . Mr. Wong was appointed as the Chief Executive Officer ("CEO") of the Company on February 8, 2024 and a director of the Company on July 27, 2023. Since Sept 2023, Mr. Wong has served as a director of Hangzhou TC-Link. From Feb 2006 to Sept 2023, Mr. Wong served as a director of Suzhou TC-Link. Mr. Wong has served as Chairman of the Board of Eastern Worldwide Co., Ltd. Company, Limited in Hong Kong since 1996. Mr. Wong was the Honorary President of Hong Kong Logistics Association and was conferred as its Life Honorary President in 2018. Mr. Wong received "Man of Year 2016" award from Esquire Magazine and was selected as "Hong Kong Tatler-Society Top 500" by Hong Kong Tatler. Mr. Albert received his MBA from Barrington University, USA in 2002 and received his PhD of Business Administration from International American University in 2012.

Li . Mr. Li was appointed as a director of the Company on February 8, 2024. Since September 2023, Mr. Li has served as a director of Hangzhou TC-Link. Mr. Li has served as the General Manager of Eastern Worldwide Co., Ltd. Company, Limited in Hong Kong since 1994. From February 2006 to September 2023, Mr. served as a director of Suzhou TC-Link. From 1992 to 1994, Mr. Li worked as the Marketing Manager in Sankyu U.S.A. Inc. in Los Angeles. From 1982 to 1992, Mr. Li served as the Logistics Manager of Eastern Worldwide Co., Ltd. Chungleung Cheung . Mr. Cheung was appointed as the Chief Financial Officer ("CFO") of the company on February 8, 2024. Mr. Cheung has served as a director of Hangzhou TC-Link since September 2023. From 1979 to January 31, 2024 Mr. Cheung served as the General Manager of the Finance and Administration Department of Eastern Worldwide Co., Ltd. Company, Limited in Hong Kong. From February 2006 to September 2023, Mr. Cheung served as a director of Suzhou TC-Link. In 2001, Mr. Cheung became a senior member of the Institute of Public Accountants in Australia (FIPA). Mr. Cheung became a senior member of the Institute of Financial Accountants in the UK (FIFA) in 1990 and a senior member of the Hong Kong Registered Financial Planners Association (FHKRFP) in 2003. Mr. Cheung completed the Certificate in Accountancy course from the Hong Kong Polytechnic University in 1980.

Tan . Mr. Tan was appointed as Chief Operating Officer (COO) of the Company on February 8, 2024. Since September 2023, Mr. Tan has served as a director and chief executive officer of Hangzhou TC-Link. Since January 2006, Mr. Tan has served as a director and chief executive officer of Suzhou TC-Link. From 2000 to 2016, Mr. Tan has served as vice president of Eastern Worldwide Co., Ltd. Shenzhen Branch. From 1994 to 2000, Mr. Tan worked at Shenkyu Logistics, a Sino-Japanese joint venture and was responsible for transportation, storage yard and engineering logistics management. Mr. Tan graduated from Chongqing Jiaotong University in July 1992 with a bachelor's degree in Transportation Management. Mr. Tan received MBA certificates from Tsinghua University in China and the University of Northern Virginia in the USA in August 2009 and June 2010, respectively. Company, Limited.

Shenzhen Branch. From 1994 to 2000, Mr. Tan worked at Shenkyu Logistics, a Sino-Japanese joint venture and was responsible for transportation, storage yard and engineering logistics management. Mr. Tan graduated from Chongqing Jiaotong University in July 1992 with a bachelor's degree in Transportation Management. Mr. Tan received MBA certificates from Tsinghua University in China and the University of Northern Virginia in the USA in August 2009 and June 2010, respectively.

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the fiscal years ended March 31, 2023 2024 and 2022, 2023, we paid $136,345 (RMB977,200) and $143,558 (RMB 983,600) and $151,807 (RMB 974,300) to our executive officer for his services and we did not pay our directors for their services solely as our directors during the fiscal years ended March 31, 2023 2024 and 2022. 2023. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors. Our PRC subsidiaries are required by law to make contributions equal to certain percentages of each employee's salary for his or her pension insurance, medical insurance, unemployment insurance, maternity insurance, on-the-job injury insurance, and housing fund plans through a PRC government-mandated defined contribution plan.

45 unchanged paragraphs

Principal stockholders 7 changes

following table sets forth information regarding the beneficial ownership of our Ordinary Shares each class of the Company's voting securities as of the date of this prospectus by our officers, directors, and 5% or more beneficial owners of Ordinary Shares. each class of the Company's voting securities. There is no other person or group of affiliated persons known by us to beneficially own more than 5% or more of our Ordinary Shares. voting securities.

1 unchanged paragraph

percentage ownership prior to the offering is based on 10,417,000 Ordinary Shares outstanding as of the date of this prospectus. The table also lists the percentage ownership after this offering based on Ordinary Shares and preferred shares outstanding immediately after the completion of this offering sale of [ ] Ordinary Shares, assuming the Underwriter does not exercise its over-allotment option.

1 unchanged paragraph

Ordinary Shares Beneficially Owned Prior to This Offering

Ordinary Shares Beneficially Owned After This Offering

Shares Beneficially Owned Prior to This Offering

Shares Beneficially Owned After This Offering

Name of Beneficial Owners

Plan of distribution 2 changes

32 unchanged paragraphs

will apply have applied to have our Ordinary Shares approved for listing on the Nasdaq under the symbol "ELOG". We make no representation that such application will be approved or that our Ordinary Shares will trade on such market either now or at any time in the future;

88 unchanged paragraphs

consolidated financial statements as of March 31, 2023 2024 and 2022 2023 included herein and in the registration statement have been so included in reliance on the report of WWC, P.C., an independent registered public accounting firm, given on the authority of said firm as experts in accounting and auditing.

7 unchanged paragraphs

Financial statements 51 changes

1 unchanged paragraph

Statements of Operations and Comprehensive Income (Loss) for the Years Ended March 31, 2023 and 2022 Consolidated Statements of Changes in Shareholders' Equity for the Years Ended March 31, 2023 and 2022 Consolidated Statements of Cash Flows for the Years Ended March 31, 2023 and 2022 to Consolidated Financial Statements F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Eastern International Ltd. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Eastern International Ltd. and its subsidiaries (collectively, the "Company") as of March 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive income (loss), changes in shareholders' equity, and cash flows for each of the years in the two-year period ended March 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 17 - Revision, the Company

has revised its consolidated financial statements to reflect appropriate revenues recognition from transportations services for years ended March 31, 2023 and 2022. The revisions were resulted in recognition of contract assets and reclassification of accounts receivable as of December 31, 2023 and 2022 and no adjustments on the net income (loss) for the years ended March 31,2023 and 2022 due to rolling effects.

financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

have served as the Company's auditor since 2023.

INTERNATIONAL LTD. AND ITS SUBSIDIARIES

in U.S. dollars, except for share and per share data, or otherwise noted) As of March 31, 2023 2022 ASSETS Current Assets Cash $ 963,096 $ 1,496,134 Notes receivable 693,012 1,264,880 Accounts receivable - third parties (as revised, see Note 17) 9,973,902 7,252,150 - related parties 817,833 886,849 Contract assets (as revised, see Note 17) 12,234 159,828 Advances to suppliers 545,103 520,088 Short-term investment - 949,787 Amounts due from related parties 22,570 Other current assets 918,287 1,136,998 Total current assets 13,946,037 13,667,503 Non-current assets Property and equipment, net 343,489 909,693 Operating lease right of use assets, net 4,526,300 5,102,419 Deferred offering costs 63,591 - Deferred tax assets 32,437 159,623 Other non-current assets 598,635 601,869 Total non-current assets 5,564,452 6,773,604 Total Assets $ 19,510,489 $ 20,441,107 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Bank and other borrowings, current $ 436,834 $ 1,031,923 Accounts payable - third parties 3,688,947 3,193,246 - related parties 62,302 33,595 Contract liabilities 219,701 318,806 Amounts due to related parties 166,306 758,127 Operating lease liabilities, current 1,178,582 983,485 Income taxes payable 241,242 152,195 Other current liabilities 484,102 798,725 Total current liabilities 6,478,016 7,270,102 Non-current Liabilities Bank and other borrowings, non-current 145,611 - Operating lease liabilities, non-current 3,347,718 4,118,934 Total non-current liabilities 3,493,329 4,118,934 Total Liabilities 9,971,345 11,389,036 Commitments and Contingencies Shareholders' Equity Preferred shares, par value $0.0001 each, 50,000,000 shares authorized, 1,000,000 issued and outstanding as of March 31, 2023 and 2022* Ordinary Shares, par value $0.0001 each, 450,000,000 shares authorized, 10,000,000 issued and outstanding as of March 31, 2023 and 2022* 1,000 1,000 Additional paid-in capital 7,196,943 7,199,664 Statutory reserves 610,984 540,910 Retained earnings (as revised, see Note 17) 1,872,121 753,271 Accumulated other comprehensive (loss) income (as revised, see Note 17) (142,004 ) 557,126 Total Shareholders' Equity 9,539,144 9,052,071 Total Liabilities and Shareholders' Equity $ 19,510,489 $ 20,441,107 *Retrospectively restated for effect of share reorganization (see Note 1).

accompanying notes are an integral part of these consolidated financial statements.

INTERNATIONAL LTD. AND ITS SUBSIDIARIES

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

in U.S. dollars, except for share and per share data, or otherwise noted) For the years ended March 31, 2023 2022 Revenues - third parties $ 22,947,133 $ 24,748,719 - related parties 1,214,521 1,750,667 Total revenues 24,161,654 26,499,386 Cost of Revenues - third parties (20,598,539 ) (24,348,171 ) - related parties (82,414 ) (230,765 ) Total cost of revenues (20,680,953 ) (24,578,936 ) Gross Profit 3,480,701 1,920,450 Operating Expenses Selling expenses (469,723 ) (956,537 ) General and administrative expenses (2,216,136 ) (2,136,019 ) Total operating expenses (2,685,859 ) (3,092,556 ) Income (Loss) from Operations 794,842 (1,172,106 ) Other Income (Expenses) Interest income 5,276 3,570 Interest expenses (22,127 ) (129,609 ) Foreign currency transaction gain (loss) 55,219 (6,954 ) Gain (loss) on disposal of property and equipment 161,663 (3,100 ) Government subsidies 248,399 - Insurance indemnity 251,597 257,934 Gain on fair value change of short-term investment 2,956 6,320 Other income (expenses), net 22,786 (15,494 ) Total other income, net 725,769 112,667 Income (Loss) Before Income Taxes 1,520,611 (1,059,439 ) Income tax (expenses) benefits (331,687 ) 123,663 Net Income (Loss) 1,188,924 (935,776 ) Other Comprehensive Income (Loss) Foreign currency translation adjustment (as revised, see Note 17) (699,130 ) 313,919 Comprehensive Income (Loss) $ 489,794 $ (621,857 ) Earnings (Loss) Per Share* -Basic $ 0.12 $ (0.09 ) -Diluted $ 0.11 $ (0.09 ) Weighted Average Shares Outstanding* -Basic 10,000,000 10,000,000 -Diluted 11,000,000 10,000,000 *Retrospectively restated for effect of share reorganization (see Note 1).

accompanying notes are an integral part of these consolidated financial statements.

INTERNATIONAL LTD. AND ITS SUBSIDIARIES

OF CHANGES IN SHAREHOLDERS' EQUITY

THE YEARS ENDED MARCH 31, 2023 AND 2022

in U.S. dollars, except for share and per share data, or otherwise noted) Ordinary Shares* Preferred Shares* Retained Accumulated other comprehensive No. of Shares Amount No. of Shares Amount Additional paid-in capital Treasury shares Statutory reserves Earnings (as revised, see Note 17) income (loss) (as revised, see Note 17) Total Balance as of April 1, 2021 10,000,000 $ 1,000 1,000,000 $ 100 $ 7,216,078 $ (122,585 ) $ 443,338 $ 1,910,585 $ 243,207 $ 9,691,723 Treasury shares granted to employees recognized as restricted shares of a subsidiary (22,304 ) 122,585 - - - 100,281 Amortization of restricted shares of a subsidiary - - - - 5,890 - - - - 5,890 Net loss for the year - - - - - - - (935,776 ) - (935,776 ) Cash dividends paid - - - - - - - (123,966 ) - (123,966 ) Appropriation to statutory reserves - - - - - - 97,572 (97,572 ) - - Foreign currency translation gain - - - - - - - - 313,919 313,919 Balance as of March 31, 2022 10,000,000 $ 1,000 1,000,000 $ 100 $ 7,199,664 $ - $ 540,910 $ 753,271 $ 557,126 $ 9,052,071 Repurchase of shares of a subsidiary - - - - (9,341 ) - - - - (9,341 ) Amortization of restricted shares of a subsidiary - - - - 6,620 - - - - 6,620 Net income for the year - - - - - - - 1,188,924 - 1,188,924 Appropriation to statutory reserves - - - - - - 70,074 (70,074 ) - - Foreign currency translation loss - - - - - - - - (699,130 ) (699,130 ) Balance as of March 31, 2023 10,000,000 $ 1,000 1,000,000 $ 100 $ 7,196,943 $ - $ 610,984 $ 1,872,121 $ (142,004 ) $ 9,539,144 *Retrospectively restated for effect of share reorganization (see Note 1).

accompanying notes are an integral part of these consolidated financial statements.

INTERNATIONAL LTD. AND ITS SUBSIDIARIES

STATEMENTS OF CASH FLOWS

in U.S. dollars, except for share and per share data, or otherwise noted) For the years ended March 31, 2023 2022 Cash flows from operating activities:

to reconcile net income (loss) to net cash provided by (used in) operating activities:

of allowance) allowance for doubtful

loss on disposal of property and equipment

value change of short-term investment

of restricted shares of a subsidiary

in operating assets and liabilities:

receivable - third parties

receivable - related parties

payables - third parties

payables - related parties

cash (used in) provided by operating activities

flows from investing activities:

of short-term investment

of short-term investment

to property and equipment

from disposal of property and equipment

cash provided by (used in) investing activities

flows from financing activities:

from bank and other borrowings

of bank and other borrowings

from sale of shares out of treasury

cash used in financing activities

of exchange rate changes on cash

disclosure information:

non-cash activities:

recognition of lease obligations related to right-of-use assets terminated operating lease right of use assets accompanying notes are an integral part of these consolidated financial statements.

INTERNATIONAL LTD. AND ITS SUBSIDIARIES

Consolidated Balance Sheets as of March 31, 2023 2024 and 2022 2023

Statements of Income and Comprehensive Income for the Years Ended March 31, 2024 and 2023 Consolidated Statements of Changes in Shareholders' Equity for the Years Ended March 31, 2024 and 2023 Consolidated Statements of Cash Flows for the Years Ended March 31, 2024 and 2023

Notes to the financial statements 55 changes

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Shareholders of

on the Financial Statements

have audited the accompanying consolidated balance sheets of Eastern International Ltd. and its subsidiaries (collectively, the "Company") as of March 31, 2024 and 2023, and the related consolidated statements of income and comprehensive income, changes in shareholders' equity, and cash flows for each of the years in the two-year period ended March 31, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 18 - Revision, the

Company has revised its consolidated financial statements to reflect appropriate revenues recognition from transportations services for year ended March 31, 2023. The revisions were resulted in recognition of contract assets and reclassification of accounts receivable as of March 31, 2023 and no adjustments on the net income for the year ended March 31,2023 due to rolling effects.

financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

have served as the Company's auditor since 2023.

INTERNATIONAL LTD. AND ITS SUBSIDIARIES

in U.S. dollars, except for share and per share data, or otherwise noted) As of March 31, 2024 2023 ASSETS Current Assets Cash $ 2,170,459 $ 963,096 Notes receivable 1,606,260 693,012 Accounts receivable - third parties (as revised for 2023, see Note 18) 12,409,525 9,973,902 - related parties 404,860 817,833 Contract assets (as revised for 2023, see Note 18) 147,334 12,234 Advances to suppliers 315,214 545,103 Amounts due from related parties 137,099 22,570 Other current assets 1,411,107 918,287 Total current assets 18,601,858 13,946,037 Non-current assets Property and equipment, net 174,008 343,489 Operating lease right of use assets, net 2,949,385 4,526,300 Deferred offering costs 462,701 63,591 Deferred tax assets 38,225 32,437 Other non-current assets 765,274 598,635 Total non-current assets 4,389,593 5,564,452 Total Assets $ 22,991,451 $ 19,510,489 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Bank and other borrowings, current $ 1,994,380 $ 436,834 Accounts payable - third parties 5,122,963 3,688,947 - related parties - 62,302 Contract liabilities 241,008 219,701 Amounts due to related parties 401,193 166,306 Operating lease liabilities, current 743,025 1,178,582 Income taxes payable 561,537 241,242 Dividend payable 1,077,445 - Other current liabilities 893,441 484,102 Total current liabilities 11,034,992 6,478,016 Non-current Liabilities Bank and other borrowings, non-current - 145,611 Operating lease liabilities, non-current 2,206,360 3,347,718 Total non-current liabilities 2,206,360 3,493,329 Total Liabilities 13,241,352 9,971,345 Commitments and Contingencies Shareholders' Equity Preferred shares, par value $0.0001 each, 50,000,000 shares authorized, 1,000,000 issued and outstanding as of March 31, 2024 and 2023* Ordinary Shares, par value $0.0001 each, 450,000,000 shares authorized, 10,417,000 and 10,000,000 issued and outstanding as of March 31, 2024 and 2023*, respectively paid-in capital reserves earnings (as revised for 2023, see Note 18) 1,652,840 1,872,121 Accumulated other comprehensive loss (as revised for 2023, see Note 18) (617,898 ) (142,004 ) Total Shareholders' Equity 9,750,099 9,539,144 Total Liabilities and Shareholders' Equity $ 22,991,451 $ 19,510,489 *Retrospectively restated for effect of share reorganization (see Note 1).

accompanying notes are an integral part of these consolidated financial statements.

INTERNATIONAL LTD. AND ITS SUBSIDIARIES

STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

in U.S. dollars, except for share and per share data, or otherwise noted) For the years ended March 31, 2024 2023 Revenues - third parties $ 40,161,065 $ 22,947,133 - related parties 282,564 1,214,521 Total Revenues 40,443,629 24,161,654 Cost of Revenues - third parties (35,424,388 ) (20,598,539 ) - related parties (574 ) (82,414 ) Total Cost of Revenues (35,424,962 ) (20,680,953 ) Gross Profit 5,018,667 3,480,701 Operating Expenses Selling expenses (712,338 ) (469,723 ) General and administrative expenses (2,871,937 ) (2,216,136 ) Total operating expenses (3,584,275 ) (2,685,859 ) Income from Operations 1,434,392 794,842 Other Income (Expenses) Interest income 2,644 5,276 Interest expenses (97,552 ) (22,127 ) Foreign currency transaction gain 19,600 55,219 Gain on disposal of property and equipment 5,562 161,663 Government subsidy 27,202 248,399 Insurance indemnity 128,442 251,597 Other income, net 15,199 25,742 Total other income, net 101,097 725,769 Income Before Income Taxes 1,535,489 1,520,611 Income tax expenses (451,789 ) (331,687 ) Net Income 1,083,700 1,188,924 Other Comprehensive Loss Foreign currency translation adjustment (as revised for 2023, see Note 18) (475,894 ) (699,130 ) Comprehensive Income $ 607,806 $ 489,794 Earnings Per Share* -Basic $ 0.11 $ 0.12 -Diluted $ 0.10 $ 0.11 Weighted Average Shares Outstanding* -Basic 10,044,434 10,000,000 -Diluted 11,044,434 11,000,000 *Retrospectively restated for effect of share reorganization (see Note 1).

accompanying notes are an integral part of these consolidated financial statements.

INTERNATIONAL LTD. AND ITS SUBSIDIARIES

OF CHANGES IN SHAREHOLDERS' EQUITY

THE YEARS ENDED MARCH 31, 2024 AND 2023

in U.S. dollars, except for share and per share data, or otherwise noted) Ordinary Shares* Preferred Shares* Retained earnings Accumulated other comprehensive income (loss) No. of Shares Amount No. of Shares Amount Additional paid-in capital Statutory reserves (as revised for 2023, see Note 18) (as revised for 2023, see Note 18) Total Balance as of March 31, 2022 10,000,000 $ 1,000 1,000,000 $ 100 $ 7,199,664 $ 540,910 $ 753,271 $ 557,126 $ 9,052,071 Repurchase of shares of a subsidiary - - - - (9,341 ) - - - (9,341 ) Amortization of restricted shares of a subsidiary - - - - 6,620 - - - 6,620 Net income for the year - - - - - - 1,188,924 - 1,188,924 Appropriation to statutory reserves - - - - - 70,074 (70,074 ) - - Foreign currency translation loss - - - - - - - (699,130 ) (699,130 ) Balance as of March 31, 2023 10,000,000 $ 1,000 1,000,000 $ 100 $ 7,196,943 $ 610,984 $ 1,872,121 $ (142,004 ) $ 9,539,144 Contribution from shareholders 417,000 - - 833,958 - - - 834,000 Amortization of restricted shares of a subsidiary - - - - 8,087 - - - 8,087 Net income for the year - - - - - - 1,083,700 - 1,083,700 Appropriation to statutory reserves - - - - - 64,043 (64,043 ) - - Cash dividends declared - - - - - - (1,238,938 ) - (1,238,938 ) Foreign currency translation loss - - - - - - - (475,894 ) (475,894 ) Balance as of March 31, 2024 10,417,000 $ 1,042 1,000,000 $ 100 $ 8,038,988 $ 675,027 $ 1,652,840 $ (617,898 ) $ 9,750,099 *Retrospectively restated for effect of share reorganization (see Note 1).

accompanying notes are an integral part of these consolidated financial statements.

INTERNATIONAL LTD. AND ITS SUBSIDIARIES

STATEMENTS OF CASH FLOWS

in U.S. dollars, except for share and per share data, or otherwise noted) For the years ended March 31, 2024 2023 Cash flows from operating activities:

to reconcile net income to net cash provided by (used in) operating activities:

for (Reversal of) expected credit losses

on disposal of property and equipment

value change of short-term investment

of restricted shares of a subsidiary

tax expenses (benefits)

in operating assets and liabilities:

receivable - third parties

receivable - related parties

payables - third parties

payables - related parties

cash used in operating activities

flows from investing activities:

of short-term investment

of short-term investment

to property and equipment

from disposal of property and equipment

cash provided by investing activities

flows from financing activities:

from bank and other borrowings

of bank and other borrowings

from (repayments to) related parties

tax paid on the dividends declared

cash provided by (used in) financing activities

of exchange rate changes on cash

increase (decrease) in cash

disclosure information:

non-cash activities:

recognition of lease obligations related to right-of-use assets terminated operating lease right of use assets accompanying notes are an integral part of these consolidated financial statements.

INTERNATIONAL LTD. AND ITS SUBSIDIARIES

Business 89 changes

15 unchanged paragraphs

February 7, 2024, the Company issued 1,000,000 Preferred Shares to Mr. Albert Wong, Chairman, Chief Executive Officer and a controlling shareholder of the Company for an aggregate cash consideration of US$100 which was paid on March 12, 2024 as part of Reorganization. As a result, the voting power of Mr. Albert Wong increased from 42.66% to 71.33% after the issuance of Preferred Shares.

As a result, the voting power of Mr. Albert Wong increased from 42.66% to 71.33% after the issuance of Preferred Shares.

1 unchanged paragraph

After a series of Reorganization as discussed

Furthermore, ASC 805-50-45-5 indicates that the financial statements and financial information presented for prior years also shall be retrospectively adjusted to furnish comparative information.

September 4, 2023, Eastern Group Limited ("Eastern HK") was incorporated in Hong Kong as a wholly-owned subsidiary of (4) On September 27, 2023, Hangzhou TC-Link Logistics Supply Chain Management Co., Ltd. ("Hangzhou TC-Link"), a new wholly foreign-owned enterprise ("WFOE") was incorporated under the laws of the PRC as a wholly-owned subsidiary of Eastern (5) On October 16, 2023, WFOE acquired 100% of the equity interest of Suzhou TC-Link from the above-mentioned existing shareholders of Suzhou TC-Link for cash consideration $7,198,043 and therefore owns 100% of the equity interests of the PRC operating subsidiaries. HK.

October 16, 2023, WFOE acquired 100% of the equity interest of Suzhou TC-Link from the above-mentioned existing shareholders of Suzhou TC-Link for cash consideration $7,198,043 and therefore owns 100% of the equity interests of the PRC operating subsidiaries.

a series of Reorganization as discussed above, the Company, together with its wholly-owned subsidiaries, are effectively controlled by the same controlling shareholders before and after the Reorganization. In accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 805-50-25, the Reorganization has been accounted for as a recapitalization among entities under common control since the same shareholder controlled all these entities prior to and after the Reorganization. As such, the Reorganization is considered as a recapitalization of entities under common control. The Company has retroactively restated all ordinary shares and per share data for all the periods presented. The consolidation of the Company and its subsidiaries have been accounted for using a historical cost basis and presented assuming that the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements. Results of operations for the periods presented comprise those of the previously separate entities combined from the beginning of the period to the end of the period, eliminating the effects of intra-entity transactions. Furthermore, ASC 805-50-45-5 indicates that the financial statements and financial information presented for prior years also shall be retrospectively adjusted to furnish comparative information.

2 unchanged paragraphs

Warehouse subleasing services

6 unchanged paragraphs

the consolidated financial statements of the Company, transactions in currencies other than the functional currencies are measured and recorded in the functional currencies using the exchange rates in effect at the dates of the transactions. At the balance sheet dates, monetary assets and liabilities that are denominated in currencies other than the functional currencies are translated into the functional currencies using the exchange rates at the balance sheet dates. All gains and losses arising from foreign currency transactions are recorded in the consolidated statements of operations income and comprehensive income (loss) during the years in which they occur.

and liabilities denominated in functional currencies other than US$ are translated at year-end exchange rates, statements of operations income accounts are translated at average rates of exchange for the year and equity accounts are translated at historical exchange rates. Any translation gains or losses are recorded in other comprehensive income (loss).

6 unchanged paragraphs

preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting year. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Significant items subject to such estimates and assumptions include, but are not limited to, the allowance for accounts receivable, expected credit losses, impairment of long-lived assets, interest rate of lease and provision of for income taxes. Actual results could differ from those estimates.

adopted accounting pronouncements

June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). The new accounting standard introduced the current expected credit losses methodology ("CECL") for estimating allowances for credit losses. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized costs, including loans and trade receivables.

ASU 2016-13 is effective for the Company, as an Emerging Growth Company ("EGC"), for annual and interim reporting periods beginning after December 15, 2022. The Company adopted the standard on April 1, 2023 using the modified retrospective method for all financial assets in scope. The adoption of the standard did not have a material impact on our consolidated statements of income, or consolidated statements of cash flows.

included cash on hand and cash held in banks. As of March 31, 2023 2024 and 2022, 2023, cash balance of $957,230 $1,483,672 and $1,488,041 $957,230 were maintained at banks in the PRC, which were not FDIC insured. As of March 31, 2024 and 2023, cash balance of $680,708 and $nil was maintained at banks in Hong Kong, which were also not FDIC insured. However, management believes that the Company is not exposed to any significant credit risk on its cash.

1 unchanged paragraph

The estimated allowance charged is classified

As of March 31, 2023 and 2022, the allowance for doubtful accounts for accounts receivable amounted to $3,887 and $52,996, respectively.

For the years ended March 31, 2023 and 2022, the recognized (reversal of allowance) allowance for doubtful accounts were $(45,137) and $25,068, respectively.

Accordingly, these notes receivable are short-term in nature. As of March 31, 2023 2024 and 2022, 2023, the Company provided no allowance on notes receivable as they were all collected within 6 months of issuance dates.

receivable represents amounts invoiced and revenue recognized prior to invoicing when the Company has satisfied its performance obligation and has the unconditional right to payment, which are recorded net of allowance for the Company's doubtful accounts. expected credit losses on such receivables. The credit term is negotiable with different customers which is generally within 90 days after logistic transportation services are completed.

estimated credit losses charged are classified as "operating expenses" in the consolidated statements of operations income and comprehensive income. (loss). In determining the amount of the allowance for doubtful accounts, expected credit losses, the Company considers historical collectability based on past due status, the age of the accounts receivable balances, credit quality of the customers based on ongoing credit evaluations, as well as reasonable and other factors that may affect the Company's ability to collect from customers. supportable forecasts of future losses. Accounts receivable are written off after all collection efforts have ceased. As of March 31, 2024 and 2023, the allowance for expected credit losses for accounts receivable amounted to $94,046 and $3,887, respectively. For the years ended March 31, 2024 and 2023, the recognized allowance for (reversal of allowance for) expected credit losses on accounts receivable were $91,020 and $(45,137), respectively.

1 unchanged paragraph

Company's short-term investment represents the Company's investment in a portfolio of investment products managed by a bank in the PRC with no maturity date. Nevertheless, the management of the Company intends to hold it for short-term purpose.

The fund is not interest bearing and is call on demand. The investment is not insured against any loss of principal and return of the investment. This investment is accounted for as financial instruments that are marked to fair market value at the end of each reporting period. The Company recognizes change of fair value of the investment in the consolidated statements of operations and comprehensive income (loss). For the years ended March 31, 2023 and 2022, the Company recognized gain on fair value change of short-term investment of $2,956 and $6,320, respectively. The Company has fully redeemed its investment in the portfolio of investment products on June 20, 2022.

The Company maintains an allowance for doubtful accounts on other current assets based on the age and past record on the collectability of other current assets. As of March 31, 2023 and 2022, the allowance for doubtful accounts for other current assets amounted to $1,571 and $8,422, respectively. For the years ended March 31, 2023 and 2022, the reversal of allowance for doubtful accounts were $6,218 and $1,301, respectively.

current assets mainly included security deposits paid to containers for cross-border transportation, which is refundable upon the transportation services completed, petty cash advanced to employees for the expenses to be incurred during their involvement in the transportation services processes and prepaid input value-added taxes to be deducted with the output value-added taxes when services provided which is expected to be within 12 months and etc. The Company maintains an allowance for expected credit losses on other current assets based on the age and past record on the collectability of other current assets, as well as reasonable and supportable forecasts on future losses. As of March 31, 2024 and 2023, the allowance for expected credit losses on other current assets amounted to $3,647 and $1,571, respectively.

For the years ended March 31, 2024 and 2023, the recognized allowance for (reversal of allowance for) expected credit losses were $2,168 and $(6,218), respectively.

Company follows the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin ("SAB") Topic 5A - "Expenses of Offering". Deferred offering costs consist of underwriting, legal and other expenses incurred through the balance sheet date that are directly related to the intended initial public offering ("IPO"). Deferred offering costs will be charged to shareholders' equity upon the completion of the IPO. Should the IPO prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to statement statements of operations. income. As of March 31, 2023 2024 and 2022, 2023, the Company deferred $63,591 $462,701 and $nil $63,591 of offering costs.

non-current assets mainly included (i) security deposits paid to customers that use the Company's transportation services on a long-term basis, as a guarantee for the safety of customers' goods during the transportation processes; and (ii) security deposits associated with the Company's operating leases for warehouse buildings and office spaces for those leases with expiry date more than one year from the date of the financial year end. The Company evaluates the impairment of its other non-current assets consistent with the approach applied for its other financial assets. For the years ended March 31, 2023 2024 and 2022, 2023, the Company did not have any impairment loss against its other non-current assets.

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Expenditures for major renewals and betterments which substantially extend the useful lives of assets are capitalized.

for repairs and maintenance, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful lives of assets are capitalized.

cost and related accumulated depreciation of assets sold or otherwise retired are removed from the accounts and any gain or loss is included in the consolidated statements of operations income and comprehensive income. (loss). The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.

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assets are evaluated for impairment periodically whenever events or changes in circumstances indicate that their related carrying amounts may not be recoverable in accordance with FASB ASC 360, "Property, Plant and Equipment". In evaluating long-lived assets for recoverability, the Company uses its best estimate of future cash flows expected to result from the use of the asset and eventual disposition in accordance with FASB ASC 360-10-15. To the extent that estimated future undiscounted cash inflows attributable to the asset, less estimated future undiscounted cash outflows, are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such an asset and its fair value. Assets to be disposed of and for which there is a committed plan of disposal, whether through sale or abandonment, are reported at the lower of carrying value or fair value less costs to sell. There were no impairments of these assets as of March 31, 2023 2024 and 2022. 2023.

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Company evaluates the impairment of its right-of-use assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated lease payments in the undiscounted future pre-tax cash flows. For the years ended March 31, 2023 2024 and 2022, 2023, the Company did not have any impairment loss against its operating lease right of use assets.

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and other borrowings are initially recognized at fair values, net of upfront fees incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in statements of operations income over the period of the borrowings using the effective interest method.

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Company's short-term investment is recorded at its fair market value, which is the quoted redeemable price of a portfolio of investment products as confirmed by the bank. Unless otherwise disclosed, the fair value values of the Company's other financial instruments including cash, notes receivable, accounts receivable, advances to suppliers, amounts due from (to) related parties, other assets, bank and other borrowings, accounts payable, contract liabilities and other current liabilities are approximated to their recorded values due to their short-term maturities.

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Company's work generally includes planning, loading, shipping, unloading, and performing safety checks during the entire process.

Company's work generally includes planning, loading, shipping, unloading, and performing safety checks during the entire process. The Company is also responsible for purchasing insurances to cover the entire transportation process. In applying ASC 606-10-25-21 (a), all these above series of tasks are interrelated and are not separable or distinct as the Company's customers cannot benefit from any standalone task and they are indispensable to transport the customer's items to its designated location. Accordingly, each contract has only one performance obligation.

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each of major transportation transaction, the Company enters into separate arrangements with insurance companies for insuring any damages/losses during the course of transportation, in which damages/losses bore by the Company will be covered by the insurance companies. Any costs incurred for any damages/losses by the Company were recognized as cost of revenues and any reimbursement of the claims received from insurance companies was recognized as insurance indemnity (other income) in the statements of operations income and other comprehensive income. (loss). During the years ended March 31, 2023 2024 and 2022, 2023, the Company incurred $220,355 $184,188 and $412,032, $220,355, respectively, which were recognized in cost of revenues for damage/losses during the course of transportation services and received compensation of $251,597 $128,442 and $257,934, $251,597, respectively, from insurance companies which were recognized as insurance indemnity.

some cases, we might subcontract certain transportation jobs to third party suppliers due to the limitation of our transportation team and our fleet. In accordance with ASC 606, we evaluate whether it is appropriate to record the gross amount of the contract price and related costs or the net amount earned as commissions. We conclude that we act as a principal in such cases because (i) we are primarily responsible for the promised services in the contract, which means we will be held accountable for the customer's entire loss if the transportation could not be completed as expected and agreed; (ii) we have sole discretion in establishing the contract price that the customer pays to us, despite how much we pay to the subcontractor, who was separately engaged and the choice of party of subcontractor is on our decision; (iii) we are subject to capital risk that we need to pay our subcontractor with agreed terms even if the customer hasn't paid to us or is in default; and (iv) the subcontractors do not perform any value-added services but merely follow our instructions for the delivery. As a result, we recognize revenue on the gross basis.

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assets include billed and unbilled amounts resulting from in-transit transportations, as the Company can only have the unconditional right to payment once a transportation has been completed. As of March 31, 2023 2024 and 2022, 2023, the Company recognized contract assets of $12,234 $147,334 and $159,828, $12,234, respectively.

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of revenues for transportation services mainly consisted of outsourced shipping services, fuel, salaries paid to drivers, depreciation of vehicles, fleet maintenance, tolls and customs fees. Cost of revenues for warehouse subleasing services mainly consisted of lease expenses of warehouse buildings, utilities, maintenance, fuel, and warehouse handling fees.

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Income from government subsidies amounted to

income (expenses) mainly included interest income, interest expenses, foreign currency transaction gain, or loss, gain (loss) on disposal of property and equipment, government subsidies and insurance indemnity. and fair value change on short-term investment.

$248,399 from government subsidies amounted to $27,202 and $nil $248,399 for the years ended March 31, 2023 2024 and 2022. In 2023. During the year years ended March 31, 2024 and 2023, the Company received subsidies from local government of Pu'Er City, Yunnan province to reimburse the Company's railway costs incurred in transporting the city's local produces, including timber, coffee beans, tea and sugar. Such subsidies were unconditional, non-recurring and discretional. The Company recognizes the a government subsidy as other income when it has been received.

time employees of the PRC subsidiaries participate in a government mandated multi-employer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance and other welfare benefits are provided to employees. For the years ended March 31, 2023 2024 and 2022, 2023, the Company has made contributions of $270,966 $317,537 and $250,216 $270,966 to the government mandated multi-employer defined contribution plan, respectively.

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Entities that are VAT general taxpayers are allowed to offset qualified input VAT tax paid to suppliers against their output VAT liabilities.

740-10-25 prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. It also provides guidance on the recognition of income tax assets and liabilities, classification accounting for interest and penalties associated with tax positions, years open for tax examination, accounting for income taxes in interim periods and income tax disclosures. There were no material uncertain tax positions as of March 31, 2023 2024 and 2022. 2023. As of March 31, 2023, 2024, the tax years ended January 1, 2018 2019 through December 31, 2022 2023 for the Company's PRC subsidiaries remain open for statutory examination by the PRC tax authorities.

Company's PRC subsidiaries are general taxpayers and are subject to an applicable VAT tax rate of 9% for revenues from transportation services and 6% for rental income from warehouse subleasing services. VAT is reported as a deduction to revenues when incurred. Entities that are VAT general taxpayers are allowed to offset qualified input VAT tax paid to suppliers against their output VAT liabilities.

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While ASC 850 does not provide accounting or measurement guidance for such transactions, it nonetheless requires their disclosure. See Note 8 9 to the consolidated financial statements for further details.

income (loss) consists of two components, net income and other comprehensive income (loss). We present comprehensive income (loss) in accordance with ASC Topic 220, Comprehensive Income. ASC Topic 220 states that all items that are required to be recognized under accounting standards as components of comprehensive income (loss) be reported in the consolidated financial statements. The components of comprehensive income (loss) were the net income (loss) for the years presented and the foreign currency translation adjustments.

Company computes earnings per share in accordance with ASC 260, "Earnings per Share". ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average number of ordinary shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the year years ended March 31, 2024 and 2023, the dilutive effect of the Company's Preferred Shares issued and outstanding which are convertible to ordinary shares for each Preferred Share was taken into consideration in calculation of EPS. For the year ended March 31, 2022, the Company's Preferred Shares issued and outstanding are considered to have anti-dilutive effect as the Company reported a net loss and excluded in calculation of diluted EPS.

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the year ended March 31, 2023, 2024, two customers accounted for approximately 23% 35% and 15% 23% of the Company's total revenues, respectively.

For the year ended March 31, 2022, one customer 2023, two customers accounted for approximately 10% 23% and 15% of the Company's total revenues, respectively.

the year ended March 31, 2023, 2024, one supplier accounted for approximately 32% of the total purchases. For the year ended March 31, 2022, 2023, one supplier accounted for approximately 10% 32% of the total purchases.

of March 31, 2023, one customer accounted for approximately 23% of the Company's total accounts receivable balance. As of March 31, 2022, 2024, two customers accounted for approximately 17% 37% and 14% 15% of the Company's total accounts receivable balance, respectively.

As of March 31, 2023, one customer accounted for approximately 23% of the Company's total accounts receivable balance.

of March 31, 2023, two 2024, three suppliers accounted for approximately 20% 19%, 17% and 14% of the Company's accounts payable balance, respectively.

As of March 31, 2022, three 2023, two suppliers accounted for approximately 15%, 14% 20% and 13% 14% of the Company's accounts payable balance, respectively.

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since January 2022, there have been outbreaks of Omicron variant in major cities in China, and local governments have imposed new quarantine requirements such as travel restrictions and temporary closure of office buildings and facilities. Consequently, the Company's operations in China were severely impacted by such measures. Especially in April 2022, several on-going transportation projects had been suspended due to nationwide travel restrictions. As a result, the Company's revenue revenues for the year ended March 31, 2023 has had decreased by approximately $2.3 million or 8.8% when compared to the year ended March 31, 2022. As the date of this report, In December 2022, the Chinese government has loosened its policy and no longer imposes lockdown measures, and the Company's operations in China are were back to normal. As a result, the Company's revenues for the year ended March 31, 2024 have increased by 67.4% or $16.3 million when compared to the year ended March 31, 2023. The Company will continue to closely monitor the situation going forward.

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Company's cash deposits are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management. In the PRC, an individual entity's deposit maintained at a bank is insured for a maximum of RMB500,000 (equivalent to approximately $70,000) in the event of bank failure. In Hong Kong, an individual entity's deposit maintained at a bank is insured for a maximum of HKD500,000 (equivalent to approximately $64,000) in the event of bank failure. In British Virgin Islands and Cayman Islands, entity's deposit is not insured by Federal Deposit Insurance Corporation ("FDIC") insurance or other insurance. As of March 31, 2023, 2024, cash balance of $957,230 $1,483,672 was maintained at financial institutions in the PRC, and of which approximately accounts receivable and other current assets, the Company maintains allowances for doubtful accounts as net balances, as mentioned above. For notes receivable $437,443 was insured; and advance to suppliers, the Company has provided no allowance as cash balance of March 31, 2023 and 2022 because the account balances were usually collected (realized) within 6 months, and therefore management considered the provision for impairment would be immaterial, if any. $680,708 was maintained at financial institutions in Hong Kong, of which approximately $64,000 was insured.

accounts receivable and other current assets, the Company maintains allowances for expected credit losses as contra accounts, as mentioned above. For notes receivable and advances to suppliers, the Company has provided no allowance as of March 31, 2024 and 2023 because the account balances were usually collected (realized) within 6 months, and therefore management considered the provision for impairment would be immaterial, if any.

of March 31, 2024 and 2023, the Company had no significant exposure on interest rate risk.

the Company's reporting currency is US$, substantially all of the Company's revenues and cost of revenues and expenses are denominated in RMB. Substantially all of our assets and liabilities are denominated in RMB. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$ and RMB. If RMB depreciates against US$, the value of the Company's RMB revenues, net income and assets as expressed in its US$ financial statements will decline. Assets and liabilities are translated at exchange rates at the balance sheet dates while revenues and expenses are translated at the average exchange rates and equity is translated at historical exchange rates. Any resulting translation adjustments are not included in determining net income but are included in determining other comprehensive income (loss), a component of equity. As of March 31, 2023, 2024, the Company's accumulated other comprehensive loss was $142,004. $617,898. The Company has not entered into any hedging transactions in an effort to reduce its exposure to foreign exchange risk.

risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company's policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation. As of March 31, 2023, 2024, the Company was not subject to significant liquidity risk.

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June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326). The amendments in this Update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The amendments broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually.

The use of forecasted information incorporates more timely information in the estimate of expected credit loss, which will be more decision useful to users of the financial statements.

May 2019, the FASB issued ASU 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief. This ASU adds optional transition relief for entities to elect the fair value option for certain financial assets previously measured at amortized cost basis to increase comparability of similar financial assets. The ASUs should be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified retrospective approach). On November 19, 2019, the FASB issued ASU 2019-10 to amend the effective date for ASU 2016-13 to be fiscal years beginning after December 15, 2022 and interim periods therein. The Company does not expect any material impact on the Group's consolidated financial statements and related disclosures.

December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This guidance removes certain exceptions to the general principles in Topic 740 and enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. This standard is effective for the Group for the annual reporting periods beginning July 1, 2022 and interim periods beginning July 1, 2023. Early adoption is permitted. The Company does not expect any material impact on the Group's consolidated financial statements and related disclosures.

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September 2022, the FASB issued ASU No. 2022-04, Liabilities - Supplier Finance Programs (Subtopic 450-50) which requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose the key terms of the programs and information about obligations outstanding at the end of the reporting period, including a rollforward of those obligations. The new standard does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The standard's requirement to disclose the key terms of the programs and information about obligations outstanding is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The standard's requirement to disclose a rollforward of obligations outstanding will be effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on the consolidated financial statements.

November 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. The purpose of the update was to improve financial reporting by requiring disclosures of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and requires retrospective application to all periods presented in the consolidated financial statements. Management is evaluating the impact on the Company's consolidated financial statements.

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted.

The Company's management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial statements and disclosures.

as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated balance sheets, statements of operations income and comprehensive income (loss) and cash flows.

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allowance for doubtful accounts

allowance for expected credit losses

movement of the allowance for doubtful accounts expected credit losses was as follows:

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of allowance) allowance for doubtful

accounts for the year

for (reversal of allowance for) expected credit losses

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of March 31, 2023 2024 and 2022, 2023, other current assets consisted of the followings:

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and 9 more changes in the filing

Exhibits 1 change

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of Ogier as to the legality of the Ordinary Shares being registered and certain Cayman Islands tax matters* of Zhonglun Law Firm regarding PRC legal matters* 10.1 Employment Agreement by and between [ ] and the Company dated [ ] * 10.2 Employment Agreement by and between [ ] and the Company dated [ ] * 10.3 Form of Indemnification Agreement by between the Company and its directors and executive officers* of subsidiaries of the Registrant* of [ ] WWC,P.C. * of Ogier (included in Exhibit 5.1)* of Zhonglun Law Firm (included in Exhibit 8.1)* of CEVSN Information Consulting Co., Ltd. * of Attorney (included on the signature page of this Registration Statement) 99.1 Code of Business Conduct and Ethics* Filing Fee Table* * To be filed by amendment ** Filed herewith (b) Financial Statement Schedules Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or the notes thereto.

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