Eastern International: securities offering

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This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential.

confidentially submitted to filed with the U.S. Securities and Exchange Commission On July 31, September 3, 2024

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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.

We are offering on a firm commitment basis [__] 1,600,000 Ordinary Shares. We expect the initial public offering price of the shares to be in the range of $ [ ] $4 to $[ ] $5 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 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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Mr. Albert Wong, the Chairman of our board of directors and our Chief Executive Officer, will beneficially own [ ]

If we rely on these exemptions, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

% Mr. Albert Wong, the Chairman of our board of directors and our Chief Executive Officer, will beneficially own 64.8% of the voting power of our total issued and outstanding shares assuming the Underwriter does not exercise its over-allotment option, or [ ]% 64.1% of the voting power our total issued and outstanding shares if the Underwriter exercises its over-allotment option in full. As a "controlled company," we are permitted to elect not to comply with certain corporate governance requirements. If we rely on these exemptions, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

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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 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;

Listing by Domestic Enterprises (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)

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

Doing Business in China -Changes in global China's 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 " Variability Uncertainties and quick change in the PRC legal system interpretation and enforcement of Chinese laws and regulations with little advance notice could result in a material and negative impact on our business operations, decrease the value of our Ordinary Shares and limit the legal protections available to you and us. "

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

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

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

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

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 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

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

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. 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.

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,

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" (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-

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- The Holding Foreign Companies Accountable

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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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

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Related to Doing Business in China - Governmental requirements 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."

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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.

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"

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have granted the underwriter a 45-day option to purchase up to an additional [ ] 240,000 Ordinary Shares at the public offering price, less the underwriting discounts, to cover any over-allotments.

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Prospectus summary 6 changes

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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.

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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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have adopted a dual-class share structure such that our shares consist of Ordinary Shares and Preferred Shares. In respect of matters requiring the votes of shareholders, each Ordinary Share is entitled to one (1) vote and each Preferred Share is entitled to ten (10) votes. The Preferred Shares may be converted into Ordinary Shares by its holder at any time at the option of the holder. We will sell Ordinary Shares in this offering. We have authorized 50,000,000 Preferred Shares and our Chairman and Chief Executive Officer Mr. Albert Wong beneficially owns all 1,000,000 issued and outstanding Preferred Shares and 4,266,000 Ordinary Shares. Mr. Albert Wong will hold [ ]% 64.8% of the aggregate voting power of our total issued and outstanding shares immediately upon the completion of this offering, assuming the underwriters do not exercise their over-allotment option, and will hold [ ]% 64.1% of the aggregate voting power of our total issued and outstanding shares immediately upon the completion of this offering assuming the underwriters exercise their over-allotment option in full; and therefore will continue to have, substantial influence over our business, including decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions.

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the completion of this offering, Mr. Albert Wong, the Chairman of our board of directors and our Chief Executive Officer, Mr. Albert Wong, the Chairman of our board of directors and our Chief Executive Officer, will beneficially own [ ] % 64.8% of the voting power for election of directors assuming the Underwriter does not exercise its over-allotment option, or [ ]% 64.1% of the voting power for election of directors if the Underwriter exercises its over-allotment option in full. As a result, upon completion of this offering, we will be a "controlled company" as defined under the Nasdaq Stock Market Rules. As a "controlled company," we will be permitted to elect not to comply with certain corporate governance requirements. See " Risk Factors-Risks related to our Ordinary Shares and this offering- We will be a "controlled company" as defined under the Nasdaq Stock Market Rules. As a result, we may rely on exemptions from certain corporate governance requirements and holders of our Ordinary Shares may not have the same protections generally available to shareholders of other companies listed on stock exchanges in the United States."

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in global China's 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 requirements 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. (see page 25 of this prospectus) ● Variability Uncertainties 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 may exert exerts substantial 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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The offering 8 changes

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currently estimate that the initial public offering price will be $[ ] between $4.00 and $5.00 per Ordinary Share.

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of Ordinary Shares Outstanding After the Offering 1 :

have granted the Underwriter an option for a period of 45 days to purchase up to an aggregate of [ ] 240,000 additional Ordinary of Ordinary Shares Outstanding After the Offering:

Ordinary Shares assuming no exercise of the Underwriter's over-allotment option.

Ordinary Shares assuming full exercise of the Underwriter's over-allotment option.

Underwriter's over-allotment option.

proceeds to us, net of underwriting discounts but before expenses 1 :

$5,936,000 and $7,420,000, based on an offering price between $4.00 and $5.00.

Risk factors 43 changes

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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. Any material change Deterioration 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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Company's business, financial

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.

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

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 global political, economic, and legal environments Given that the operations of in the Company are located PRC, in addition to the general state of the PRC economy. 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 controls 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.

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.

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.

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 policies control 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 manage control 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.

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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 not and/or foreign investment in compliance with local Chinese laws and regulations, China-based issuers, 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.

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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.

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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and change in the PRC

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

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 certain significant 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.

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.

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regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental requirements 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.

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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.

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Chinese government may exert exerts substantial 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 policies. interferences. 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 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.

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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."

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 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. If you want to enforce a judgment of the United States in Hong Kong, it must be a final judgment conclusive upon the merits of the claim, for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and 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. Hong 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. See "Enforceability of Civil Liabilities."

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Any significant appreciation or

might not be able to hedge our positions in China

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

There 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.

Very limited hedging options are available

in China to reduce our exposure to exchange rate fluctuations.

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.

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

PRC government imposes requirements controls 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; 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 after b) an issuer has completed its making an overseas securities offering and after having been 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. The New Overseas Listing Rules stipulate the legal consequences to the companies for breaches. 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. 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 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 specified following 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.

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have authorized 50,000,000 Preferred Shares and our Chairman and Chief Executive Officer Mr. Albert Wong, beneficially owns all of the 1,000,000 issued and outstanding Preferred Shares. These Preferred Shares will constitute approximately [ ]% 64.8% of the aggregate voting power of our total issued and outstanding shares immediately upon the completion of this offering, assuming the underwriters do not exercise their over-allotment option and [ ]% 64.1% of the aggregate voting power of our total issued and outstanding shares immediately upon the completion of this offering, assuming the underwriters exercise their over-allotment option in full.

91 unchanged paragraphs

Use of proceeds 3 changes

upon an initial public offering price of $[ ] $4.50 per Ordinary Share (the mid-point of the estimated public offering price range shown on the cover page of this prospectus), we estimate that we will receive net proceeds from this offering, after deducting the estimated underwriting discounts, underwriter non-accountable expense allowance, and the estimated offering expenses payable by us, of $[ ] $5,344,694 if the Underwriter does not exercise its over-allotment option, and $[ ] $6,335,594 if the Underwriter exercises its over-allotment option in full.

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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 requirements 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 ."

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. 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 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. "

Capitalization 2 changes

1 unchanged paragraph

an unaudited adjusted basis to reflect the issuance and sale of the Ordinary Shares by us in this offering at the assumed initial public offering price of $[ ] $4.50 per share, the mid-point of the estimated range of the initial public offering price shown on the front cover of this prospectus, after deducting the underwriting discounts, non-accountable expense allowance and estimated offering expenses payable by us.

1 unchanged paragraph

par value $0.0001 per share, 450,000,000 shares authorized, 10,417,000 shares issued and outstanding on an actual basis*, [ ] 12,017,000 shares issued and outstanding on an adjusted basis (assuming [ ] 1,600,000 shares to be issued in this offering without over-allotment) $ 1,042 $ 1,202 Preferred shares, US$0.0001, 50,000,000 preferred shares authorized and 1,000,000 preferred shares issued and outstanding Additional paid-in capital 8,038,988 13,383,522 Statutory reserves 675,027 675,027 Retained earnings 1,652,840 1,652,840 Accumulated other comprehensive loss (617,898 ) (617,898 ) Total Stockholders' Equity 9,750,099 15,094,793 Total

Dilution 6 changes

The as adjusted information discussed above is illustrative only.

to New Investors if the Offering Amount is Sold with Full Exercise of the Over-allotment Option giving effect to our sale of [ ] 1,840,000 Ordinary Shares offered in this offering based on the assumed initial public offering price of $[ ] $4.50 per Ordinary Share, the mid-point of the estimated range of the initial public offering price shown on the front cover of this prospectus, 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, 2024, would have been $[ ] million, $15,622,992, or $[ ] $1.27 per outstanding Ordinary Share. This represents an immediate increase in net tangible book value of $[ ] $0.38 per Ordinary Share to the existing shareholders, and an immediate dilution in net tangible book value of $[ ] $3.23 per Ordinary Share to investors purchasing Ordinary Shares in this offering. The as adjusted information discussed above is illustrative only.

2 unchanged paragraphs

Net tangible book value per Ordinary Share as of March 31, 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 $ 3.23 A $1.00 increase (decrease) in the assumed public offering price of $[ ] $0.14 per Ordinary Share would increase (decrease) our pro forma as adjusted net tangible book value after giving effect to this offering by $[ ], $1,688,200, the pro forma as adjusted net tangible book value per Ordinary Share after giving effect to this offering by $[ ] $1.41 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 $[ ] $4.09 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, 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.

7 unchanged paragraphs

of July August 15, 2024, the exchange rate was RMB 1 to $0.1378. $0.1398.

78 unchanged paragraphs

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, 2024, 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.

88 unchanged paragraphs

Market risk 17 changes

8 unchanged paragraphs

have engaged CEVSN Information Consulting Co., Ltd. ("CEVSN") to prepare a commissioned industry report that analyses the logistics industry in China. All information and data presented in this section have been derived from CEVSN's industry report dated June 3, August 15, 2024, unless otherwise noted. The following discussion includes projections for future growth, which may not occur at the rates that are projected or at all.

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The total values for logistic goods in China in 2022 2023 was RMB 347.6 352.4 trillion, a year-on-year increase of 3.7%. 1.38%. According to data from National Logistic Industry Operation Status Reports from 2018 2019 to 2022 2023 of the China Federation of Logistics and Purchasing ("CFLP"), from 2018 2019 to 2022, 2023, the total values for logistic goods in China increased by 1.23 1.18 times, with a compound annual growth rate of 5.27%. 4.28%.

the perspective of the subsections for logistic business, the proportion of industrial goods-related logistics to the total logistics demand has always remained above 90%. 87.7%. Calculated at comparable prices, the total industrial goods value in logistics in 2022 2023 was RMB 309.2 312.6 trillion, a year-on-year increase of 3.4%. 4.6%. The logistics demand structure changes in sync with economic restructuring and industrial upgrading, and the overall stability and progress of industrial logistics provide ample development opportunities for one-stop comprehensive logistics services.

total amount and growth of values for logistics goods in China from 2018 2019 to 2022 2023 sources: CFLP, CEVSN terms of freight volume, the data from the 2022 2023 Transportation Industry Development Statistics Report by the Ministry of Transport of China shows that the national freight transportation volume reached 50.663 54.747 billion tons in 2022. 2023. Among them, the road freight volume is 37.119 40.337 billion tons, the waterway freight volume is 8.554 9.367 billion tons, the railway freight volume is 4.984 5.035 billion tons, and the civil air freight volume is 6.076 million tons. Compared with 2018, 2019, the national freight volume has increased by 0.07%, 18.44%, with an average annual compound growth rate of 0.02%. 4.32%.

cargo transportation volume and growth from 2018 2019 to 2022 2023

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to strong demand in China's logistics industry, the total cost of logistics has also been increasing year by year. According to data from National Logistic Industry Operation Status Reports from 2018 2019 to 2022 2023 of the China Federation of Logistics and Purchasing, the total cost of logistics in China in 2022 2023 was RMB 17.8 18.2 trillion, a year-on-year increase of 6.6%. Compared to 2018, the total logistics cost in China has increased by 1.34 times. At present, according to international practice the logistics efficiency of the entire economy is evaluated by the ratio of the total logistics costs to GDP. The lower the ratio, the higher the logistics efficiency and the development level of the economy. 8.06%.

Compared to 2019, the total logistics cost in China has increased by 1.25 times. At present, according to international practice the logistics efficiency of the entire economy is evaluated by the ratio of the total logistics costs to GDP. The lower the ratio, the higher the logistics efficiency and the development level of the economy.

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In 2022, the total cost of logistics in China accounted for 14.7% of the country's GDP, a decrease from 14.8% in 2018.

In 2023, the total cost of logistics in China accounted for 14.4% of the country's GDP, a decrease from 14.7% in 2019. China has achieved logistics cost reduction and efficiency improvement. In the future, with the advancement of information technology, specialization, and centralization in the logistics industry, China's logistics industry will have greater development space.

proportion of total logistics cost to GDP in China (from 2018 2019 to 2022) 2023) Data sources: CFLP, CEVSN (2) China logistics industry maintains high level of prosperity.

scale of modern logistics industry is closely related to the macro-economy. The stable growth of China's economy provides a good external environment for the steady development of logistics industry. In The past three years, the Logistics Performance Index (LPI) of China's logistics industry ranged between 50% and 55%, except in the first half July 2024 was 51%, a decrease of 2020 due 0.6 percentage points compared to public health crisis. This also reflects the overall stable development trend previous month. Affected by continuous high temperatures and floods in many parts of China's the country, business demand and logistics industry. activity have slowed down, and the logistics prosperity index has slightly fallen but remained within the prosperous range.

Logistics Industry Development Prosperity Index from January 2018 2022 to July 2023 2024 sources: CFLP, CEVSN (3) Market Size In 2018, 2019, the operating revenue of China's logistics industry was RMB10.1 RMB10.3 trillion, increasing to RMB12.7 RMB13.2 trillion by 2022, 2023, a year-on-year increase of 6.72%. 3.94%.

operating revenue and growth of logistics industry in China from 2018 2019 to 2022 2023 sources: CFLP, CEVSN logistics Development (1) Development History In recent years, China's economy has maintained stable growth, providing an economic foundation for the stable development of the logistics industry. According to statistics from Final Verified Publication National Economic and Social Development of 2022 Domestic GDP the People's Republic of China in 2023 by the National Bureau of Statistics, the annual gross domestic product in 2022 2023 was RMB 120.47 126.06 trillion, with a year-on-year increase of 3.0% 5.2% calculated at constant prices. The stable growth of the economy is the foundation for the development of the general logistics industry. In recent years, the domestic general logistics industry has been continuously developing, with both the number of enterprises and the market size on the increase.

logistics plays an important role in China's logistics industry. With stable economic growth, the demand for general logistics from downstream users continues to increase. In 2022, 2023, the scale of China's general logistics market reached RMB 346.01 357.11 billion, a year-on-year increase of 6.38%. 3.21%.

market scale and growth for general logistics in China from 2018 2019 to 2022 2023 sources: CEVSN general logistics industry mainly covers industrial products and consumer goods, with industrial products accounting for 33% 32.5% and consumer goods accounting for 22%. 22.4%. These two industries are also closely related to the economy and people's lives.

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proportion of China's project logistics market to the contract logistics market from 2018 2019 to 2022 2023 sources: CEVSN (2) Market Size In 2018, 2019, the size of China's project logistics market was RMB 25.08 26.88 billion, and in 2019, 2020, the market size was RMB 26.88 28.60 billion, a year-on-year increase of 7.20%; 6.40%; The market size in 2020 2021 was RMB28.6 RMB32.64 billion, a year-on-year increase of 6.40%; 14.10%; The market size in 2021 2022 was RMB32.64 RMB35.05 billion, a year-on-year increase of 14.10%; 7.40%; The market size in 2022 2023 was RMB 35.05 36.49 billion, a year-on-year increase of 7.40%. 4.10%.

market size and growth for project logistics in China from 2018 2019 to 2022 2023 sources: CEVSN (3) Development Trends and Prospects China has a vast geographical area, and the energy, chemical, and infrastructure industries are pillars of the national economy. The per capita infrastructure capital in China is only 20-30% of that of developed countries, so there is still a lot of room for improvement. The imbalanced and insufficient development in China is still a prominent problem and the gap in development levels between urban and rural areas are still significant. Some rural infrastructure in the central and western regions is relatively poor, and filling the development gap also means ample investment opportunities. In recent years, the high-tech manufacturing industry such as electronics, medicine and the high-tech services industry such as e-commerce have maintained a great growth momentum, and there is still considerable potential in these areas in the future. The transformation and upgrading of infrastructure and traditional facilities such as transportation, energy, and water conservancy in China, as well as the construction of new infrastructure such as 5G, ultra-high voltage, intercity highways, and big data centers, will effectively drive investment. This provides new opportunities and prospects for the development of the project logistics industry. However, the project logistics companies in China are generally scattered, small, and not well managed. Compared with their foreign counterparts, China project logistics companies still have great room for improvement in terms of operational scale, profit margin, management level, service philosophy and awareness. However, it is precisely the existence of this gap that gives project logistics companies great space for growth. On the other hand, China's economy has always been a strong engine for the recovery of the world economy. The "Belt and Road Initiative" also brings a lot more business opportunities for cross-border project logistics companies.

Management 3 changes

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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 Company, Limited.

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 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.

Tristan Kuo . Mr. Kuo has served as a board member, chairman of the audit committee and a member of compensation committee and corporate governance and nominating committee of of Jowell Global Ltd. (Nasdaq: JWEL) since December 23, 2020. Since September 2022, Mr. Kuo has served as a board member, chairman of the audit committee and a member of compensation committee and corporate governance and nominating committee of Cine Top Culture Holdings Limited. Since August 29, 2022, Mr. Kuo has served as a consultant and was the chief financial officer of Aerkomm Inc. (EuroNext-Paris: AKOM, OTCQX: AKOM) from April 10, 2017 to August 28, 2022. From November 1, 2019 to December 16, 2021, Mr. Kuo has served as a board member, chairman of the audit committee and a member of compensation committee and corporate governance and nominating committee of Oriental Culture Holding LTD. (Nasdaq: OCG). From April 2016 to February 2020, Mr. Kuo served as vice president of investor relations and board secretary of Nutrastar International, Inc. From August 2015 to April 2017, Mr. Kuo served as chief financial officer of Success Holding Group International, Inc. From December 2014 to August 2015, Mr. Kuo served as engagement partner of Tatum. From August 2014 to May 2015, Mr. Kuo served as a member of board of directors and chairman of the audit committee of KBS Fashion Group Limited (NASDAQ: KBSF). From June 2012 to November 2013, Mr. Kuo served as chief financial officer of Crown Bioscience, Inc. Mr. Kuo was the chief financial officer of China Biologic Products (NASDAQ: CBPO) from June 2008 to May 2012 and was the vice president-finance of China Biologic Products September 2007 to May 2008. Mr. Kuo received Master of Arts in Accounting from The Ohio State University in February 1982 and his Bachelor of Arts in Economics from Soochow University in Taiwan in May 1977. We believe that Mr. Kuo's expertise and knowledge of accounting and management will benefit the Company's operations and make him a valuable member of the board of directors and its committees.

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Principal stockholders 1 change

2 unchanged paragraphs

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 [ ] 1,600,000 Ordinary Shares, assuming the Underwriter does not exercise its over-allotment option.

6 unchanged paragraphs

Properties 5 changes

35 unchanged paragraphs

are no outstanding warrants to purchase any of our securities.

are no outstanding warrants to purchase any of our securities. We have agreed to issue to the Underwriter (defined below), on the closing date of this offering, warrants exercisable at a price equal to 120% of the public offering price of the ordinary shares offered hereby, to purchase 4% of the aggregate number of ordinary shares sold in this offering. See "Underwriter's Warrant" on page 119 for more information about these warrants.

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completion of this offering, we will have an aggregate of [ ] 12,017,000 Ordinary Shares outstanding, assuming no exercise of the Underwriter's over-allotment option. The Ordinary Shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act.

of the date of this prospectus, [ ] 10,417,000 Ordinary Shares held by existing shareholders are deemed "restricted securities" as that term is defined in Rule 144 and may not be resold except pursuant to an effective registration statement or an applicable exemption from registration, including Rule 144. A total of [ ], or [ ]%, of our currently outstanding 9,128,710 Ordinary Shares will be subject to "lock-up" agreements described below on the effective date of this offering. Upon expiration of the lock-up period of six (6) months after the date of this prospectus, outstanding shares will become eligible for sale, subject in most cases to the limitations of Rule 144. The remaining [ ] 1,288,290 shares may be sold in accordance with Rule 144.

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of the number of shares of our authorized share capital then outstanding, which will equal approximately [ ] 120,170 Ordinary Shares immediately after this offering assuming no exercise of the Underwriter's over-allotment option; or the average weekly trading volume in our Ordinary Shares on the listing exchange during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

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Plan of distribution 4 changes

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have agreed to grant to the Underwriter an over-allotment option, exercisable within 45 days after the date of this prospectus, to purchase up to an additional [ ] 240,000 Ordinary Shares (15% of the Ordinary Shares offered to the public) at the public offering price listed on the cover page of this prospectus, less underwriting discounts. The option may be exercised in whole or in part, and may be exercised more than once, during the 45-day option period. The Underwriter may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering contemplated by this prospectus.

underwriters will Underwriter has advised us that it proposes to offer the ordinary shares to the public at the initial public offering price set forth on the cover page of this prospectus and to selected certain dealers at the initial public offering that price less a selling concession. not in excess of $[ ] per share, assuming an initial public offering price of $[ ] per share. The Underwriter may allow, and certain dealers may reallow, a discount from the concession to certain brokers and dealers. After this offering, the initial public offering price, concession and reallowance to dealers may be reduced by the Underwriter No change in those terms will change the amount of proceeds to be received by us as set forth on the cover of this prospectus. The securities are offered by the Underwriter as stated herein, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part.

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table below shows the initial public offering price per Ordinary Share, underwriting discounts to be paid by us, and the proceeds before expenses to us. These amounts are shown assuming both no exercise and full exercise of the Underwriter's option to purchase up to an additional [ ] 240,000 Ordinary Shares.

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public offering price per share is assumed as $[ ] $4.50 per Ordinary Share, the mid-point of the estimated public offering price range shown on the cover page of this prospectus.

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Exhibits 5 changes

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Memorandum and Articles of Association**

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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 [ ] Albert Wong and the Company dated [ ] February 8, 2024 ** 10.2 Employment Agreement by and between [ ] Chung Leung Cheung and the Company dated [ ] February 8, 2024 ** 10.3 Form Employment Agreement by and between Lin Tan and the Company dated February 8, 2024 ** of Indemnification Agreement by between the Company and its directors and executive officers* 21.1 List of subsidiaries of the Registrant** 23.1 Consent of WWC,P.C. * WWC, P.C.** 23.2 Consent of Ogier (included in Exhibit 5.1)* 23.3 Consent of Zhonglun Law Firm (included in Exhibit 8.1)* 23.4 Consent of CEVSN Information Consulting Co., Ltd. ** 23.5 Consent of CFN Lawyers* 24.1 Power 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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to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Suzhou, on [ ], September 3, 2024.

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person whose signature appears below constitutes and appoints each of Albert Wong and [ ] as attorneys-in-fact with full power of substitution, for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any rules, regulations, and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of ordinary shares of the registrant (the "Shares"), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form F-1 (the "Registration Statement") to be filed with the Securities and Exchange Commission with respect to such Shares, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.

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to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Eastern International Inc. has signed this registration statement on the [ ] day of [ ], September 3, 2024.

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