Eastern International: securities offering (amended)

Cover page 82 changes

filed with the U.S. Securities and Exchange Commission On February 14, 24, 2025

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

PROSPECTUS Subject to Completion

is the initial public offering of the ordinary shares of Eastern International Ltd., par value $0.0001 per share ("Ordinary Shares").

We are offering on a 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.

the completion of this offering, we will be a "controlled company" as defined under Nasdaq Stock Market Rules 5615(c) because

Mr. Albert Wong, the 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.

are an "emerging growth company," as that term is used in the Jumpstart Our Business Startups Act of 2012, and will be subject to reduced public company reporting requirements.

in our Ordinary Shares is highly speculative and involves a significant degree of risk. See "Risk Factors" beginning on page

12 of this prospectus for a discussion of information that should be considered before making a decision to purchase our Ordinary Shares.

are not a Chinese operating company but rather a Cayman Islands holding company without material operations and our business is conducted by our subsidiaries in China and this structure involves unique risks to investors. See " Risk Factors- Risks Related to

Doing Business in China -Changes in China's economic, political or social conditions or government policies, could have a material adverse effect on our business and results of operations" and " Uncertainties and quick change in the 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

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

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 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 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 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. 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.

The CSRC completed its review and concluded

its filing procedure with a formal notice to the Company on September 29, 2024. 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-

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."

are a holding company incorporated as an exempted company with limited liability in the Cayman Islands. As a holding company with no material operations of our own, we conduct a substantial majority of our business through our operating subsidiaries in China. Our Ordinary

Shares offered in this prospectus are shares of our Cayman Islands holding company, not the shares of our operating subsidiaries.

a holding company, we may rely on dividends and other distributions on equity paid by our PRC subsidiaries for our cash and financing requirements. If any of our PRC subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to us. However, our subsidiaries have not made any dividends or other distributions to our holding company or any U.S. investors as of the date of this prospectus. In the future, cash proceeds raised from overseas financing activities, including this offering, may be transferred by us to our PRC subsidiaries via capital contribution or shareholder loans, as the case may be. See "Selected Consolidated Financial Statements" on page F-2 of this prospectus.

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 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."

of the date of this prospectus, we do not have cash management policies and procedures in place that dictate how funds are transferred through our organization. Rather, the funds can be transferred in accordance with the applicable PRC laws and regulations. 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, 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 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.

Eastern Industrial Development Ltd. ("Eastern BVI"), a company incorporated in BVI, is a wholly owned subsidiary of

Eastern International. Eastern Group Limited ("Eastern HK"), a company incorporated in Hong Kong, is a wholly owned subsidiary of Eastern BVI. and Hangzhou TC-Link Logistic Supply Chain Management Co., Ltd. ("Hangzhou TC-Link" or

"WFOE"), a company incorporated in China and a wholly owned subsidiary of Eastern HK. We currently conduct substantially all of our business through Hangzhou TC-Link's wholly owned subsidiary Suzhou TC-Link Logistics Co., Ltd. and its wholly owned subsidiaries or branches in China, including Suzhou TC-Link Logistics Co., Ltd. Shenzhen Branch office, Yancheng TC-Link Logistics

Co., Ltd. Yunnan Dongyuan Dadi International Logistics Co., Ltd., Yunnan Dongyuan Dadi International Logistics Co., Ltd. Mohan

Branch office, Chongqing Dayuan Logistics Co., Ltd., Wuxi TC-Link Logistics Co., Ltd., Wuxi TC-Link Logistics Co., Ltd. Dongbeitang

Branch office. The securities offered in this prospectus are securities of Eastern International, our Cayman Islands holding company and investors are purchasing an interest in Eastern International, not our operating entity in China.

the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Public offering price

Underwriting discounts

have agreed to pay the underwriter a discount equal to 7.25% of the public offering price.

expect our total cash expense of this offering (including cash expenses payable to our underwriter for its out-of-pocket expense)

not to exceed $[ ], exclusive of the discount above. These payments will further reduce proceeds available to us before expenses. For a detailed description of the compensation to be received by the underwriter, see "Underwriting."

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.

offering is being made on a "firm commitment" basis. The underwriter is obligated to take and pay for all of the Ordinary

Shares if any such Ordinary Shares are taken. We have granted the underwriters (the " Underwriter "), an option for a period of 45 days after the closing of this offering to purchase up to 15% of the total number of our Ordinary Shares to be offered by us pursuant to this offering (excluding Ordinary Shares subject to this option), solely for the purpose of covering over-allotments, at the public offering price less the underwriting discounts. If the Underwriter exercises this option in full, the total underwriting discounts payable will be $[ ] based on an assumed offering price of $[ ] per Ordinary

Share, and the total gross proceeds to us, before underwriting discounts and expenses, will be $[ ].

have agreed to issue, on the closing date of this offering, the underwriters' warrants to Maxim Partners LLC (or any other designee of Maxim Group LLC), to purchase an amount equal to 4% of the aggregate number of Ordinary Shares sold by us in this offering with an exercisable price equal to 120% of the public offering price. For a description of other terms of the underwriters' warrants and a description of the other compensation to be received by the underwriter, see "Underwriting."

Underwriter expect to deliver the Ordinary Shares against payment as set forth under "Underwriting," on or about ●, date of this prospectus is ●, 2025

This Amendment No. 5 is being filed solely

for the purpose of filing certain exhibits to this registration statement on Form F-1 (File No. 333-281900), or the

Registration Statement, Accordingly, this amendment consists only of the cover page, this explanatory note, the Exhibit Index of

Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. No changes have been made to the Registration Statement other than this explanatory note as well as revised versions of the cover page, filing status of such exhibit, and exhibit index of the Registration Statement. This Amendment No. 5 does not contain copies of the prospectus included in the Registration Statement, which remains unchanged from Amendment No. 4 to the Registration Statement, filed on

NOT REQUIRED IN PROSPECTUS

6. Indemnification of Directors and Officers

are a Cayman Islands exempted company with limited liability. Cayman Islands law does not limit the extent to which a company's articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. The Articles provides for indemnification of our officers and directors for any liability incurred in their capacities as such, except through their own willful negligence or default.

to the indemnification agreements, the form of which will be filed as an exhibit to this registration statement, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.

as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

7. Recent Sales of Unregistered Securities

the past three years, we have issued the following securities. We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act or pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering. No underwriter was involved in these issuances of securities.

ICS Corporate Services (Cayman)

Eastern1 Holdings Ltd.

Eastern2 Holdings Ltd.

Eastern3 Holdings Ltd.

Eastern4 Holdings Ltd.

Eastern Worldwide Logistics Group Inc.

Au Yeung Fung Ying Michelle

and 2 more changes in the filing

Exhibits 5 changes

3 unchanged paragraphs

Specimen Certificate for Ordinary Shares***

Opinion of Ogier as to the legality of the Ordinary Shares being registered and certain Cayman Islands tax matters*** 8.1 Opinion of Zhonglun Law Firm regarding PRC legal matters*** 10.1 Employment Agreement by and between Albert Wong and the Company dated February 8, 2025 *** 10.2 Employment Agreement by and between Chung Leung Cheung and the Company dated February 8, 2025 *** 10.3 Employment Agreement by and between Lin Tan and the Company dated February 8, 2025 *** 10.4 Form of Indemnification Agreement by between the Company and its directors and executive officers*** 15.1 Letter in Lieu of Consent of WWC, P.C.*** 21.1 List of subsidiaries of the Registrant*** 23.1 Consent of 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 SH Wong & Co*** 23.6 Consent of Yu-yun Tristan Kuo** 23.7 Consent of Chun Pong (Colman) Chiu** 23.8 Consent of Shiu Wing Joseph Chow** 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 *** Previously filed (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 February 14, 24, 2025.

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person whose signature appears below constitutes and appoints Albert Wong 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 February 14, 24, 2025.

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