Eastern International: DRS filing

Cover page 79 changes

filed with the U.S. Securities and Exchange Commission on August 25, 2025

confidentially submitted to the U.S. Securities and Exchange Commission on October 13, 2026. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential.

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950 Third Avenue, 19 th Floor

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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 U.S. 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.

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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 offering on a best-efforts basis up to [ ] ordinary shares, par value US$0.0001 per share (the "Ordinary Shares") of

Eastern International Ltd., an exempted company incorporated in the Cayman Islands (the "Company"), at an assumed offering price of US$[ ] per share.

Ordinary Shares are listed on the Nasdaq Capital Market under the symbol "ELOG." On [ ], 2026, the last reported sales price of our Ordinary Shares on the Nasdaq Capital Market was US$[ ] per share. The public offering price for the securities in this offering will be determined at the time of pricing and may be at a discount to the current market price at the time. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price. The final public offering price will be determined through negotiation between us, the Placement Agent, and the investors based upon a number of factors, including our history and our prospects, the industry in which we operate, our past and present operating results, the previous experience of our executive officers and the general condition of the securities markets at the time of this offering.

securities will be offered at a fixed price and are expected to be issued in a single closing. We expect this offering to be completed not later than sixty (60) business days following the commencement of sales in this offering (the effective date of the registration statement of which this prospectus forms a part) and we will deliver all securities to be issued in connection with this offering delivery versus payment/receipt versus payment upon receipt of investor funds received by us. Accordingly, neither we nor the Placement Agent has made any arrangements to place investor funds in an escrow account or trust account since the Placement Agent will not receive investor funds in connection with the sale of the securities offered hereunder.

proceeds from the sale of Ordinary Shares offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. See "Risk Factors" on page 10 for more information.

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12 10 of this prospectus for a discussion of information that should be considered before making a decision to purchase our Ordinary Shares.

the U.S. 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.

to us, before expenses

have agreed to pay [ ] (the "Placement Agent") commission of [

]% of the aggregate gross proceeds raised in this offering. We have also agreed to (i) reimburse the Placement Agent for up to $[

] for certain expenses. For a description of compensation payable to the Placement Agents, see " Plan of Distribution ."

have engaged [ ] as our exclusive placement agent to use their reasonable best efforts to solicit offers to purchase our securities in this offering. The Placement Agent has no obligation to purchase any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. Because there is no minimum offering amount required as a condition to closing in this offering, the actual public offering amount, placement agent's fee and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above and throughout this prospectus. We have agreed to pay the Placement Agent the placement agent fees set forth in the table below. See " Plan of Distribution "

in this prospectus for more information.

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

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 September 24, 2024, the State Council published the Administration Measures for Cyber Data Security, or the

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

is an offering of the Ordinary Shares of the Company, the holding company incorporated in the Cayman Islands, instead of shares of our operating entities in China. You may never directly hold any equity interest in our operating entities.

are legal and operational risks associated with being based in and having all our operations in China. Recently, In recent years, 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

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

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,

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 September 24, 2024, the State Council published the Administration Measures for Cyber Data Security, or the "Cyber Data Security Measure", which came into effect on January 1, 2025, requires cyber data processor engaging in data processing activities that affect or may affect national security to file a national security review in accordance with relevant regulations. 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

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

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

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;

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;

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

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

Administration Related to the Overseas Securities Offering and Listing by Domestic Companies, or the Confidentiality and Archives Administration

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 has approved our initial public offering that was completed in August 2025 and this offering will be subject to the filing requirement with CSRC under

New Overseas Listing Rules. As advised by our PRC counsel, we are not required to obtain permissions from CSRC completed its review and concluded its for this offering other than the filing procedure requirement with a formal notice to the Company on September 29, 2024. CSRC within three business days after we make this offering under New Overseas Listing Rules. We provide domestic and cross-border professional logistic services including project logistic and general logistic as well as construction services to new energy infrastructure construction. 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.

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-

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

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."

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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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.

"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"), 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.

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

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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

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

In addition, our subsidiary in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. Under the existing laws of Hong Kong, funds from capital accounts can be repatriated and remitted overseas without restrictions, and there is no foreign exchange control imposed. According to the current tax practice of the Hong Kong Inland Revenue Department, dividends paid on the Ordinary Shares would not be subject to any Hong Kong tax. See " Dividend Distribution and Cash Transfer Between the Holding Company and Subsidiaries" on page 3.

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

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

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

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

Logistics Co., Ltd. Yunnan Dongyuan Dadi International Shenzhen Branch office, Yancheng TC-Link Logistics Co., Ltd. Yunnan Dongyuan Dadi International Logistics Co., Ltd., Mohan

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

Co., Ltd., Wuxi TC-Link Logistics Co., Ltd. Dongbeitang Branch office. The securities offered in this prospectus are securities of Eastern

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.

date of this prospectus is ●, 2026

Prospectus summary 48 changes

summary highlights certain information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including our financial statements and related notes and the risks described under "Risk Factors" beginning on page 12. 10. We note that our actual results and future events may differ significantly based upon a number of factors. This prospectus contains information from an industry report commissioned by us and prepared by CEVSN Information Consulting Co., Ltd., an independent research firm, to provide information regarding our industry and our market position in China. We refer to this report as the "CEVSN Report." The reader should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the cover of this prospectus.

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through Suzhou TC-Link, provide domestic and cross-border professional logistic services including project logistic and general logistic for company clients. We, through Guizhou Tianrun, also provide construction services for new energy infrastructure construction projects.

through Suzhou TC-Link provide domestic and cross-border professional logistic services including project logistic and general logistic for company clients. Suzhou TC-Link was established on January 9, 2006 in Jiangsu Province, China. Suzhou TC-Link has obtained the internationally recognized IS09001 certificat e certificate of high-quality service (2015 standard), and it has 4 wholly owned subsidiaries, 5 warehouses/logistic centers and 3 branch offices of its subsidiaries in China. Suzhou TC-Link was rated as a key logistics enterprise in Jiangsu Province by Industry and Information Technology Department of Jiangsu in 2018, an AAA-level credit enterprise and a Class A contractor qualification for large power products transportation by China Water Resources and Electric Power Association On Physical Distribution in 2021 and 2023, respectively, and an AAA-level logistics enterprise by China Federation of Logistics & Purchasing in 2023. Suzhou TC-Link and Yancheng TC-Link have the road transportation permits from transportation bureau for large-size items/cargo transportation and Suzhou TC-Link's business license also includes non-vessel operating common carrier business. Suzhou TC-Link's operating network covers key cities in mainland China, Hong Kong, Southeast Asia and Central Asia. Suzhou TC-Link has an independently developed enterprise resource planning (ERP) management system.

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general logistic services refer to the transportation,

we have built a network with subsidiaries and offices in Suzhou, Wuxi, Yancheng, Chengdu, Chongqing, Guangzhou, Shenzhen, Kunming, Mohan covering most of major cities and areas in China.

total revenues decreased approximately by $402,000, or 1.0%, from approximately $40.4 million for the year ended March 31, 2024 to approximately $40.0 million for the year ended March 31, 2025. Our net income increased by approximately $696,000, or 64.3%, from net income approximately $1.1 million for the year ended March 31, 2024 to net income approximately $1.8 million for the year ended March 31, 2025.

general logistic services refer to the transportation, warehousing, loading and unloading, and distribution of ordinary products. For instance, we provide logistic services for the household appliances manufacturers including the transportation of goods from manufacturing factories to warehouses, and to distributors' warehouses nationwide according to customers' instructions. Delivery can be made in whole truckload or less-than truckload. we have built a network with subsidiaries and offices in Suzhou, Wuxi, Yancheng, Chengdu, Chongqing, Guangzhou, Shenzhen, Kunming, Mohan covering most of major cities and areas in China.

Company has started its cross-border logistic services since 2019, mainly focus focusing on inland transportation and railway transportation between Mainland China and Southeast Asia countries for cargoes, such as bulk commodities, electronic products, tires, new energy equipment and other machineries. For example, in 2022, we completed transportation from Laos to China of 707 units of 40ft containers, 914 units of 20ft containers and 244 units of open top containers for rubber, iron ore, barley and Cassava starch. in 2022. From January 1, 2025 through September 30, 2026, we also provided service for completed cross-border shipments on multiple routes, including the shipment of washing machines through China-Europe Railway Express United States to Europe. China, Southeast Asia to China, and China to Vietnam. In total, we moved 923 containers by sea and rail. By sea, we handled 195 import containers and 129 export containers. By rail, we handled 107 import containers and 492 export containers.

We also provided service for the shipment of washing machines through China-Europe Railway Express to Europe.

Company owns 20 trucks and has cooperative relationships with other owners and drivers for over 2,000 trucks for domestic long-distance transportation and less than carload goods. When we receive orders and projects, we make inquires to these drivers/owners and ask them to provide a fee estimate for the job. If they provide reasonable price or their prices are less than costs for which we use our own trucks, we will engage these drivers to undertake the transportation. We will provide them with time and location to load the goods and provide name, contact information and license plate of the driver and truck to our clients. After the delivery is completed, we will collect payment from the clients and pay such drivers directly. The Company also has 5 warehouses/logistic centers in three different provinces, with a total of over 25,000 square meters areas providing general and special storage, distribution and value-added services to clients, See Facilities on page 81. 83.

December 2025, Guizhou Tianrun Zhicheng Construction Engineering Co., Ltd. ("Guizhou Tianrun"), has entered into a construction contract (the "Contract") with Weifang Branch of CSCEC Southwest Architecture & Design Institute (Shandong) Design Consulting Co., Ltd. for its Hebei Laiyuan 300 MW Centralized Photovoltaic Power Generation Project. Pursuant to the Contract, Guizhou Tianrun will act as a subcontractor and be responsible for the construction of Phase I - 50 MW (the "Project") of the Centralized Photovoltaic Power Generation Project, with a total contract price of RMB 42.5 million (approximately US$ 6.04 million). Guizhou Tianrun is responsible for the foundation works, photovoltaic mounting structure installation, photovoltaic module installation, module string wiring, installation and wiring of photovoltaic combiner boxes and supply of certain auxiliary materials. The Project has been delayed by the client.

early 2026, Guizhou Tianrun won the bids for two key construction packages for the Hongze 62.5 MW Wind Farm Project (the "Project"), with the total awarded price of RMB 91.52 million (approximately USD 13.02 million). The successful bids for these projects mark the Company's official entry into wind power construction sector. The two awarded projects are as follows: (1) Roadworks, lifting platform construction, and land reclamation for the 62.5 MW Wind Farm Project with an award price of RMB 79.52 million (approximately US$11.31 million) and (2) Substation Civil Construction Works for the EPC Turnkey Project for the 62.5 MW Wind Farm Project with an award price of RMB 12 million (approximately US$1.71 million). The total award price of the two bid awards is RMB 91.52 million (approximately US$13.02 million). The main structure of the 62.5 MW booster station for Hongze Wind Farm has been topped out. The roadworks have facilitated the hoisting of the first wind turbine unit, and the overall project is scheduled to be finished by the end of 2026.

total revenues increased by $5,590,081, or 14.0%, from $40,041,691 for the year ended March 31, 2025 ("fiscal year 2025") to $45,631,772 for the year ended March 31, 2026 ("fiscal year 2026"). Our net income decreased by approximately $2,932,129, or -165%, from net income of $1,780,026 for the year ended March 31, 2025 to net loss of $1,152,103 for the year ended March 31, 2026.

operating subsidiaries are incorporated and operating in mainland China and they have received all required permissions from Chinese authorities to operate its current business in China, which are Business licenses, Customs Registration Certificate, Bank Account Open Permits, Grade II Power Engineering Construction General Contracting Qualification, Grade II Steel Structure Engineering Contracting Qualification, and Grade II Power Transmission and Transformation Engineering Professional Contracting Qualification, and Permits for Road Transportation of general goods and large sized items/cargo.

a logistic service provider, based on the advice of Zhonglun Jiangsu Qiaobian Law Firm, our PRC counsel, we do not believe that we and our subsidiaries are Critical Information Infrastructure Operators ("CIIO") or Online Platform Operators as defined in Cybersecurity Review Measures published by Cyberspace Administration of China, National Development and Reform Commission, Ministry of Industry and Information Technology, Ministry of Public Security, Ministry of State Security, Ministry of Finance, Ministry of Commerce, People's Bank of China, State Administration for Market Regulation, State Administration of Radio and Television, China Securities Regulatory Commission, State Secrecy Administration and State Cryptography Administration on December 28, 2021 and became effective on February 15, 2022. As of the date of this prospectus, we and our subsidiaries (1) are not required to obtain permissions from any PRC authorities to issue our securities being registered for sale to foreign investors other than the filing requirement with CSRC within three business days after we make any oversea securities offering under New Overseas Listing Rules, (2) are not subject to permission requirements from China Securities Regulatory Commission (the "CSRC"), Cyberspace Administration of China ("CAC") or any other authority that is required to approve of our business operations in China, and (3) have not received or were denied such permissions by any PRC authorities. Nevertheless, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the "Opinions on Severely Cracking Down on Illegal Securities Activities According to Law," or the Opinions, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. On February 17, 2023, the CSRC released the New Overseas Listing Rules with five interpretive guidelines, which took effect on March 31, 2023. The New Overseas Listing Rules require Chinese domestic enterprises to complete filings with relevant governmental authorities and report related information under certain circumstances, such as: a) an issuer making an application for initial public offering and listing in an overseas market; b) an issuer making an overseas securities offering after having been listed on an overseas market; c) a domestic company seeking an overseas direct or indirect listing of its assets through single or multiple acquisition(s), share swap, transfer of shares or other means. Pursuant to the New Overseas Listing Rules, domestic companies that seek initial public offering or listing securities overseas, both directly and indirectly, shall file with the CSRC within three working days after the submission of overseas offering/listing application. Furthermore, upon the occurrence of any of the material events specified below after an issuer has completed its offering and listed its securities on an overseas stock exchange, the issuer shall submit a report thereof to the CSRC within three working days after the occurrence and public disclosure of the event: (i) change of control; (ii) investigations or sanctions imposed by overseas securities regulatory agencies or other competent authorities; (iii) change of listing status or transfer of listing segment;

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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.

If our securities are unable to be listed on another securities exchange, such a delisting would substantially impair your ability to sell or purchase our securities when you wish to do so, and the risk and uncertainty associated with a potential delisting would have a negative impact on the price of our Ordinary Shares. Further, new laws and regulations or changes in laws and regulations in both the United States and China could affect our ability to list our Ordinary Shares on Nasdaq, which could materially impair the market for and market price for our securities.

The CSRC completed its review and concluded its filing procedure with a formal notice to the Company On September 29, 2024. 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.

independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Our auditor is headquartered in the U.S., and has been inspected by the PCAOB on a regular basis with the last inspection in 2023 and 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. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB's access in the future, the PCAOB Board will consider the need to issue a new determination, and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor's audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach, or experience as it relates to our audit. If it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction or any other reasons, the lack of inspection could cause the trading in our securities to be prohibited under the Holding Foreign Companies Accountable Act, and as a result Nasdaq may delist our securities. If our securities are unable to be listed on another securities exchange, such a delisting would substantially impair your ability to sell or purchase our securities when you wish to do so, and the risk and uncertainty associated with a potential delisting would have a negative impact on the price of our Ordinary Shares. Further, new laws and regulations or changes in laws and regulations in both the United States and China could affect our ability to list our Ordinary Shares on Nasdaq, which could materially impair the market for and market price for our securities.

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Although the statutory reserves

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.

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.

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Market Share in China . We will leverage our existing advantages in terms of brand, talent, and technology to fulfil our expansions in Chinese domestic project logistics and general logistics market. With a successful initial public offering and listing on Nasdaq completed in August 2025, we believe our existing clients have more confidence in us and with additional financing and resources from the capital market, we can increase our capacity to meet with our clients' needs. We will also explore in providing our services to new clients of other related industries that we are not currently serving with our experience, capacity, connection and resources Recently, we have been engaged in trial orders for the transportation of aircraft engines and other precision equipment and will further explore this market as there is much potentials.

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of Service Scopes. We will extend our services to cover more areas along the supply chain system, to provide additional upstream and downstream services, enable our clients to enhance their operation efficiency and quality, including the hoisting and installation of machineries, parts and engines replacement, repair and maintenance. Also, to apply such services to new clients in various industries such as the providing of services to the aviation industry in the moving of aircraft engines. We acquired Guizhou Tianrun in October 2025, which has started to provide construction services for new energy construction projects since the end of 2025 and we plan to further develop this area to obtain more new projects.

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International Ltd. is a holding company incorporated in the Cayman Islands on July 27, 2023. Eastern International Ltd. established its directly wholly owned subsidiary, Eastern Industrial Development Ltd. ("Eastern BVI") on August 10, 2023. Eastern BVI established its directly wholly owned subsidiary Eastern Group Limited ("Eastern HK") on September 4, 2023. Eastern HK established a wholly foreign-owned subsidiary Hangzhou TC-Link Logistics Supply Chain Management Co., Ltd. ("Hangzhou TC-Link" or "WFOE") in China on September 27, 2023. Hangzhou TC-Link owns 100% interest of Suzhou TC-Link Logistics Co., Ltd. and it conducts its operations primarily through Suzhou TC-Link Logistics Co., Ltd. and its subsidiaries and branches including Suzhou TC-Link Logistics Co., Ltd. Shenzhen Branch, Yancheng TC-Link Logistics Co., Ltd. Yunnan Dongyuan Dadi International Logistics Co., Ltd., Yunnan Dongyuan Dadi International Logistics Co., Ltd. Mohan Branch, Chongqing Dayuan Logistics Co., Ltd., Wuxi TC-Link Logistics Co., Ltd., Wuxi TC-Link Logistics Co., Ltd. Dongbeitang Branch. Eastern International Ltd., Eastern BVI, Eastern HK and WFOE have no material operations. In anticipation of this our initial public offering, we completed a reorganization of the Company by October 16, 2023. In October 2025, Hangzhou TC-Link acquired 100% ownership of Guizhou Minji Construction Engineering Co., Ltd. ("Guizhou Minji") at a price of RMB 730,000 (approximately $102,883). On October 27, 2025, Guizhou Minji changed its name to Guizhou Tianrun.

Ordinary Shares offered in this offering are shares of the Cayman Islands holding company. As a holding company with no material operations of our own, we conduct a substantial majority of our operations through our subsidiary based in China.

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We acquired Guizhou Tianrun in October 2025, which has started to provide construction services for new energy construction projects since the end of 2025 and we plan to further develop this area to obtain more new projects.

the Reorganization, the Company has subsidiaries in countries and jurisdictions including PRC, Hong Kong and the BVI. Details of the subsidiaries of the Company are set out below:

Logistic Services (Transportation and warehouse subleasing services)

Logistic Services (Transportation and warehouse subleasing services)

Logistic Services (Transportation and warehouse subleasing services)

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W arehouse subleasing services

Warehouse subleasing services

New Energy Infrastructure Construction Service

following diagram illustrates our corporate structure, including our subsidiaries and consolidated affiliated entities, as of the date of this prospectus and immediately upon the completion of this offering: assuming no exercise of the over-allotment by the Underwriter:

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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 Series A Preferred Shares, 200,000 Series B Preferred Shares and 4,266,000 Ordinary Shares Mr. Albert Wong will hold 64.8% of the aggregate voting power of our total issued Company. Each Series A Preferred Share is entitled to ten (10) votes and outstanding shares immediately upon each Series B Preferred Share is entitled to one hundred (100) votes at the completion general meetings of this offering, assuming the underwriters do not exercise their over-allotment option, Company. Each Series A Preferred Share may be converted into one Ordinary Share by its holder and every two Series B Preferred Share may be converted into one Ordinary Share by its holder. Mr. Albert Wong 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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August 27, 2025, the Company entered into an underwriting agreement (the "Underwriting Agreement") with Maxim Group LLC, as representative of the underwriters named therein (the "Underwriter"), pursuant to which the Company agreed to sell to the Underwriter in a firm commitment underwritten public offering (the "Offering") an aggregate of 1,600,000 ordinary shares of the Company, par value $0.0001 per share (the "Ordinary Shares"), at a public offering price of $4 per share. The Company has also granted the Underwriter a 45-day option to purchase up to an additional 240,000 Ordinary Shares to cover over-allotments, if any. Pursuant to the Underwriting Agreement, the Company also agreed to issue, on the closing date of the Offering, warrants to the Underwriter to purchase 64,000 Ordinary Shares with an exercisable price of $4.80 per share (the "Warrants"). The Warrants will be exercisable for 5 years from the commencement of sales of the Offering and will terminate on the fifth anniversary of the commencement of sales of the Offering. The Ordinary Shares were offered by the Company pursuant to a registration statement on Form F-1, as amended (File No. 333-281900), filed with the U.S. Securities and Exchange Commission (the "Commission"), which was declared effective by the Commission on August 27, 2025. On August 29, 2025, the Company closed its initial public offering of 1,600,000 Ordinary Shares.

Under the terms of the Underwriting Agreement, the Company sold a total of 1,600,000 ordinary shares at an offering price of $4.00 per share for gross proceeds of $6.4 million, with no over-allotment exercised by the Underwriter. A final prospectus relating to this Offering was filed with the Commission on August 28, 2025.

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are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and our insiders principal shareholders are not required to comply with Section 16 of the Exchange Act requiring such individuals and entities insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized our officers and directors and principal shareholders are exempt from any the short-swing trading transaction. profit recovery provisions contained in Section 16 of the Exchange Act.

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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% 80.4% 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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have a substantial customer concentration, with a limited number of customers accounting for a large portion of our revenues. (see page 12 10 of this prospectus) ● We face risks associated with the items we deliver and the contents of shipments handled through our logistics networks, including real or perceived quality issues with the services, and risks inherent in the logistics industry, including personal injury, product damage, and transportation-related incidents. (see page 13 11 of this prospectus) ● Uncertain economic or social conditions may adversely impact demand for our products or cause our customers and other business partners to suffer financial hardship, which could adversely impact our business. (see page 12 10 of this prospectus) ● A significant change in customer relationships or in customer demand for our services could have a significant impact on our business (see page 12 10 of this prospectus) ● Our business may be affected by fluctuations in China's transportation market. (see page 14 12 of this prospectus) ● We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position. (see page 19 17 of this prospectus) ● We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.

(see page 20 18 of this prospectus)

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in China's economic, political or social conditions or government policies could have a material adverse effect on our business and results of operations. (see page 22 20 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 24 22 of this prospectus) ● PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may restrict or 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 23 of this prospectus) ● Uncertainties and quick change in the PRC legal system with little advance notice could result in a material and negative impact our business operations, decrease the value of our Ordinary Shares and limit the legal protections available to you and us. (see page 24 22 of this prospectus) ● The Chinese government 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 27 25 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 27 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 28 of this prospectus) ● We have completed the required filings with the CSRC for this offering. However, the approval, filing, and/or other administration requirements of the CSRC or other PRC governmental authorities may be required in connection with our future securities offerings under PRC law, 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 such offerings. (see page 30 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.

(see page 33 27 of this prospectus)

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 30 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.

(see page 32 of this prospectus)

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has been no public market for our Ordinary Shares prior to this offering, may be thinly traded and if an active trading market does not develop you may not be able unable to resell our shares sell at or above the price you paid, near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares. (see page 34 35 of this prospectus) ● We have broad discretion in the use of the net proceeds from this offering and may not use them effectively. (see page 36 37 of this prospectus) ● We are not likely to pay cash dividends in the foreseeable future. (see page 37 of this prospectus) These risks are discussed more fully in the section titled "Risk Factors" beginning on page 12 10 of this prospectus, and other information included in this prospectus, for a discussion of these and other risks and uncertainties that we face.

The offering 9 changes

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to [ ] Ordinary Shares.

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

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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:

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

Ordinary Shares assuming full exercise of the

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.

of Ordinary Shares Outstanding After the Offering:

Risk factors 178 changes

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business could be negatively impacted by reduced demand for our services related to one or more significant local, regional or global economic or social disruptions. These disruptions have included and may in the future include: a slow-down, recession or inflationary pressures in the general economy; reduced market growth rates; tighter credit markets for our suppliers, vendors or customers; a significant shift in government policies including for logistic or new energy power generation industries; significant social unrest; the deterioration of economic relations between countries or regions, including potential negative consumer customer sentiment toward non-local service providers; or the inability to conduct day-to-day transactions through our financial intermediaries to pay funds to or collect funds from our customers, vendors and suppliers. Additionally, these and other economic conditions may cause our suppliers, distributors, contractors or other third-party partners to suffer financial or operational difficulties that they cannot overcome, resulting in their inability to provide us with the materials and services we need, in which case our business and results of operations could be adversely affected.

or the inability to conduct day-to-day transactions through our financial intermediaries to pay funds to or collect funds from our customers, vendors and suppliers. Additionally, these and other economic conditions may cause our suppliers, distributors, contractors or other third-party partners to suffer financial or operational difficulties that they cannot overcome, resulting in their inability to provide us with the materials and services we need, in which case our business and results of operations could be adversely affected.

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We derive a large portion

derive a large portion of our revenues from a few major customers. For the year ended March 31, 2025, three customers 2026, one customer accounted for approximately 20%, 12% and 11% 50% of the Company's total revenues. respectively. For the year ended March 31, 2024, two 2025, three customers accounted for approximately 35% 20%, 12% and 23% 11% of the Company's total revenues, respectively. There are inherent risks whenever a large percentage of the total revenue is concentrated with one customer. a few customers. It is not possible for us to predict the future level of demand for our services that will be generated by such customers or the future demand for our services by such customers. If such customers experience declining or delayed demands due to market, economic or competitive conditions, we could be pressured to reduce our prices or they could decrease the purchase quantity of our services, which could have an adverse effect on our margins and financial position, and could negatively affect our revenues and results of operations. If our largest customer terminates the purchase of our services, such termination would materially negatively affect our revenues, results of operations and financial condition.

rely on a limited number of vendors, and the loss of our a significant vendor could harm our business, and the loss of any one of such vendors could have a material adverse effect on our business.

purchase a significant portion of our supplies from a few major suppliers. For the year ended March 31, 2025, three 2026, two suppliers accounted for approximately 23%, 17%, 22%, and 11% 12% of the total purchases, respectively. For the year ended March 31, 2024, one supplier 2025, three suppliers accounted for approximately 32% 23%, 17%, and 11% of the total purchases. If any of these suppliers increase the price for raw materials, their prices, we could be pressured to increase our prices or reduce our profit margin, which could cause us to lose customers and negatively affect our revenues and profit margin.

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provide most of our services via to large construction company customers and small retailers, which include mass merchandisers, e-commerce (including social commerce) channels. Our success depends on our ability to successfully manage relationships with our customers, which includes our ability to offer terms that are mutually acceptable and are aligned with our pricing and profitability targets. Continued concentration among our customers could create significant cost and margin pressure on our business, and our business performance could suffer if we cannot reach agreement with a key customer on terms and principles. Our business could also be negatively impacted if a key customer were to significantly reduce the spending in projects and our services due to slow down of general economy in China and decrease in infrastructure investment.

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significant increase in competition may have a material adverse effect on our revenue and profitability as well as on our operations and business prospect. We cannot assure you that we will be able to continuously distinguish our services from those of our competitors, preserve and improve our relationships with various participants in the logistics industry, or increase or even maintain our existing market share. We may experience the loss of market share, and our financial condition and results of operations may deteriorate if we fail to compete effectively.

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handle a large volume of parcels, equipment and freights across our logistics network, and face challenges with respect to the protection and examination of these items. Parcels, equipment and freights delivered by us may be delayed, stolen, damaged or lost during delivery for various reasons, and we may be perceived or found liable for such incidents. In addition, we may fail to screen parcels and detect unsafe, prohibited or restricted items. Unsafe items, such as flammables and explosives, toxic or corrosive items and radioactive materials, may damage other parcels in our network, harm the personnel and facilities of us, or even injure the recipients. Furthermore, if we fail to prevent prohibited or restricted items from entering into our network and if we participate in the transportation and delivery of such items unknowingly, we may be subject to administrative or even criminal penalties, and if any personal injury or property damage is concurrently caused, we may also be liable for civil compensation.

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business may be affected by fluctuations in China's transportation logistic market.

are sensitive to changes in overall economic conditions that impact cargo volumes and truck capacity. China's transportation logistic market historically has experienced cyclical fluctuations due to economic slowdowns, downturns in business cycles of shippers, volatility in energy price, pandemic and other economic factors beyond our control. Deterioration 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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We cannot guarantee that this will not happen in the future and if we cannot obtain sufficient cargo space from our suppliers to meet our customers' demand, in particular during peak seasons, our reputation within the industry could be damaged.

typically obtained cargo space from carriers through forwarding agent under Freight Forwarding Agreement. Pursuant to the Freight Forwarding Agreement, we may procure cargo space on specified routes for an agreed freight carriage capacity that the shipping carriers provide and we agree to obtain during the term of the contract. If we wish to obtain more cargo space than the allocated under the freight forwarding agreements, such additional cargo space will be subject to the latest market price, and there is no guarantee that we will be able to obtain such additional cargo space at all. Further, since cargo space offered by our suppliers is on a first-come-first-served basis with no formal agreement for guaranteed supply of cargo space from our suppliers other than those under freight forwarding agreements, there is no assurance that we will be able to source cargo space within our customers' expected timeframe cost-effectively. We cannot guarantee that this will not happen in the future and if we cannot obtain sufficient cargo space from our suppliers to meet our customers' demand, in particular during peak seasons, our reputation within the industry could be damaged.

new energy infrastructure construction service business is in a highly competitive industry and downturns in new energy and infrastructure spending and delay or change of the projects could materially reduce our revenues and margins.

and private investment in new energy power generation, grid, pipeline, and related infrastructure fluctuate with commodity prices, interest rates, regulatory incentives, permitting timelines, and broader macroeconomic conditions. Reduced capital spending by utilities, developers, or public agencies, or delays in final investment decisions, can lead to fewer bid opportunities, intensified price competition, and lower utilization of our resources, which may compress margins and adversely affect our results.

growth depends on winning large, complex, fixed-price or guaranteed-maximum-price contracts, which expose us to cost overruns, schedule delays, and liquidated damages. Many of our contracts require delivery at a fixed price or under a cost cap, often with performance guarantees and milestone schedules. Unanticipated site conditions, design changes, labor or material cost inflation, subcontractor performance issues, weather and natural disasters, permitting delays, or geotechnical challenges can increase our actual costs above estimates. Failure to meet schedule or performance guarantees may subject us to liquidated damages or other remedies, erode project profitability, or result in losses.

rely on accurate bidding, project controls, and change-order recovery; deficiencies in estimating or commercial management could result in material losses. Bids are based on assumptions about productivity, labor availability, logistics, equipment performance, and supply costs. If our estimating models, procurement strategies, or project controls fail to capture scope or risk adequately, or if we are unable to negotiate timely and equitable change orders for client-driven modifications or unforeseen conditions, we may incur unrecoverable costs.

are exposed to cancellation, deferral, and credit risks from a concentrated customer base for new energy construction projects. A significant portion of our revenue may be derived from a limited number of utilities, developers, EPC primes, or local public agencies. Projects can be cancelled or deferred for reasons outside our control, including permitting setbacks, financing constraints, policy changes, or community opposition. If major customers reduce or terminate awards, delay notices to proceed, or experience financial distress, our backlog quality, revenue visibility, and cash conversion could deteriorate.

and disruptions in permitting and right-of-way acquisition can materially impact project timing and profitability. New energy infrastructure projects often require multiple provincial and local permits, environmental clearances, and land access rights. If approvals are delayed, denied, or litigated, mobilization can be deferred, equipment and crews can sit idle, and costs can escalate. In some cases, our contracts may not provide adequate compensation for extended standby or demobilization/remobilization. If any of such situation happens, our business and results of operations could be adversely and materially affected.

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we become subject to additional scrutiny, criticism and negative publicity involving U.S.-listed China-based companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations this offering and our reputation and could result in a loss of your investment in our Ordinary Shares, especially if such matter cannot be addressed and resolved favorably.

U.S. public companies that have substantially all of their operations in China have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies. Much of the scrutiny, criticism and negative publicity has centerd around centered on financial and accounting irregularities, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in some cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S.-listed China-based companies has decreased in value and, in some cases, has become virtually worthless. Many of these companies have been subject to shareholder lawsuits and SEC enforcement actions and have conducted internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on us and our business. and this offering. If we become the subject of any unfavourable unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our company. This situation may be a major distraction to our management. If such allegations are not proven to be groundless, our business operations will be severely hindered and your investment in our Ordinary Shares could be rendered worthless.

This situation may be a major distraction to our management. If such allegations are not proven to be groundless, our business operations will be severely hindered and your investment in our Ordinary Shares could be rendered worthless.

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incurred a net loss of $1,152,103 for the fiscal year ended March 31, 2026 and generated net income of $1,780,026 for the fiscal years ended March 31, 2025. We cannot assure you that we will be able to generate net income or will have retained earnings in the future.

generated net profit of $1,780,028 and $1,083,700 in the fiscal years of March 31, 2025 and 2024, respectively. We cannot assure you that we will be able to generate net income or will have retained earnings in the future. The fiscal years as of March 31, 2023 was dominated by responses to the COVID-19 outbreaks and control measures taken by local government to prevent the spread of COVID-19. We will continue to grow our business, attract customers and partners and further enhance and develop our products and services. Our efforts in new products services and business development may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. As a result of the foregoing and other factors, we may incur net losses in the future and may not be able to maintain profitability.

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we believe that our current cash and cash equivalents, anticipated cash flows from operating activities will be sufficient to meet our anticipated working capital requirements and capital expenditures in the ordinary course of business for at least 12 months following this offering, report, we may need additional cash resources in the future if we experience changes in business conditions or other developments.

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in the legal or regulatory environment or proceedings, or export licensing or enforcement by government regulators, including fines, orders or consent decrees;

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may not make any investments or acquisitions, or future investments or acquisitions may not be successful, may not benefit our business strategy, may not generate sufficient revenues to offset the associated acquisition costs or may not otherwise result in the intended benefits. In addition, we cannot assure you that any future investment in or acquisition of new businesses or technology will lead to the successful development of new or enhanced our existing services or that any new or enhanced d services, if developed, will achieve market acceptance or prove to be profitable.

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business operations depend on the continued services of our senior management, particularly the executive officers named in this prospectus. report.

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In accordance with the Labor Contract Law of People's Republic of China , if the salary paid by the employer to its employee is below the local minimum salary standard, the labour labor administrative authorities shall order the employer to pay the shortfall; where payment is not made within the stipulated period, the employer shall be ordered to pay compensation to the employee based on 50% to 100% of the amount payable. In principle, each province has its own local minimum standard and the local minimum salary standard is subject to change each year. Our basic salary for our employees in China has been meeting the current local minimum salary standard. However, we cannot assure you that we can adjust the employees' basic salary in time to meet the changing minimum standard. In such cases, we may be faced with labour labor disputes or additional compensation.

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believe our success depends on the efforts and talent of our employees, including sales and marketing, technology, service and financial personnel. Our future success depends on our continued ability to attract, develop, motivate and retain qualified and skilled employees.

Our future success depends on our continued ability to attract, develop, motivate and retain qualified and skilled employees. Competition for highly skilled marketing, technical, and financial personnel is extremely intense. We may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure. Some of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment.

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we maintain auto insurance for our vehicles, cargo insurance for parcels and freights and property insurance for our warehouses, our future insurance and claims expenses might exceed historical levels, which could reduce our earnings. We don't have insurance for our new energy infrastructure construction work but we supervise our subcontractors to purchase such insurances. Estimating the number and severity of claims, as well as related judgment or settlement amounts is inherently difficult. This, along with legal expenses, incurred but not reported claims and other uncertainties can cause unfavorable differences between actual claim costs and our reserve estimates. We reserve for anticipated losses and expenses and periodically evaluate and adjust our claims reserves to reflect our experience. However, ultimate results may differ from our estimates, which could result in losses over our reserved amounts.

We reserve for anticipated losses and expenses and periodically evaluate and adjust our claims reserves to reflect our experience. However, ultimate results may differ from our estimates, which could result in losses over our reserved amounts.

maintain insurance with licensed insurance carriers above the amounts which we retain. Although we believe our aggregate insurance limits should be sufficient to cover reasonably expected claims, it is possible that the amount of one or more claims could exceed our aggregate coverage limits. If any claim were to exceed our coverage, we would bear the excess, in addition to our other retained amounts. Insurance carriers have raised premiums for many businesses, including transportation companies. As a result, our insurance and claims expense claim expenses could increase, or we could raise our deductible when our policies are renewed or replaced. Our operating results and financial condition could be materially and adversely affected if (i) cost per claim, premiums, or the number of claims significantly exceeds our estimates, (ii) we experience a claim in excess of our coverage limits, (iii) our insurance carriers fail to pay on our insurance claims or (iv) we experience a claim for which coverage is not provided.

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accidence accidents and damages damage caused by our services;

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PRC government and public advocacy groups have been increasingly focused on environment, social and governance ("ESG") issues in recent years, making our business more sensitive to ESG issues and changes in governmental policies and laws and regulations associated with environment protection and other ESG-related matters. Investor advocacy groups, certain institutional investors, investment funds, and other influential investors are also increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments. Regardless of the industry, increased focus from investors and the PRC government on ESG and similar matters may hinder access to capital, as investors may decide to reallocate capital or to not commit capital as a result of their assessment of a company's ESG practices. In the PRC, there are comprehensive environmental regulations and policies governing our services in general, and the PRC may adopt more stringent standards in terms of ESG matters in the future. Any ESG concern or issue could increase our regulatory compliance costs. The heightened ESG standards may also increase our cost of revenues as they cause our suppliers and business partners to incur extra expenses in ensuring ESG-friendly sourcing and transportation processes. If we do not adapt to or comply with the evolving expectations and standards on ESG matters from investors and the PRC government or are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, we may suffer from reputational damage and the business, financial condition, and the price of our Ordinary Shares could be materially and adversely effected. affected.

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Disruptions in our PRC subsidiaries'

Our PRC subsidiaries' ability to transport

Changes in geopolitical and foreign

Changes in foreign trade policies, such as

Such conflicts can also lead to disruptions in the availability of our products, delays in shipments, and increased costs, all of which can negatively impact our operations and financial performance. Failure to effectively manage these risks could have a material adverse effect on our operations, financial condition, and results of operations.

accordance with the relevant laws and regulations in jurisdictions in which we operate, we are required to maintain various approvals, licenses, permits and filings to operate our business. These approvals, licenses, permits and filings are obtained upon satisfactory compliance with, among other things, the applicable laws and regulations. If government authorities in jurisdictions where we operate require additional licenses or permits or provides more strict impose stricter supervision requirements in the future, or if we have to obtain relevant licenses or permits in a short period of time, there is no guarantee that we would be able to obtain such licenses or permits or meet all the supervision requirements in a timely manner, or at all.

in our PRC subsidiaries' logistic and project management could adversely affect our PRC subsidiaries' transportation capabilities and delivery timelines, as well as our results of operations.

PRC subsidiaries' ability to transport and deliver our services as promised to our clients depends on a consistent and reliable logistic and project management. This logistic and project management is subject to various risks, including geopolitical events, change of government policies and trade restrictions. Changes in international trade and new energy power policies, export or import restrictions, and geopolitical instability between in China and the United States or other regions could disrupt the flow of services and increase costs. Furthermore, the uncertainty surrounding these tariffs and potential future trade actions can disrupt our logistic and project management planning, potentially leading to delays in shipments and new energy infrastructure construction services and impacting our PRC subsidiaries' operations.

in geopolitical and foreign trade policies, including additional tariffs or global trade conflicts, may adversely impact our business and operating results.

in foreign trade policies, such as the imposition of new tariffs, duties, or other trade barriers, can potentially increase the cost of our services, and reduce our competitiveness in the market. Additionally, ongoing or escalating trade conflicts between major economies can create uncertainty and volatility, which may result in retaliatory tariffs, trade restrictions, and other measures that can adversely affect our ability to conduct business. Such conflicts can also lead to disruptions in the availability of our services, delays in shipments, and increased costs, all of which can negatively impact our operations and financial performance. Failure to effectively manage these risks could have a material adverse effect on our operations, financial condition, and results of operations.

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operations of the Company are located in the PRC. Accordingly, the

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

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, new energy power generation, 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 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.

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.

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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.

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

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 2020. Any adverse changes in economic conditions in China, in the policies of the Chinese government or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China. Such developments could adversely affect our business and operating results, lead to reduction in demand for the Company's products and services, which adversely affects our competitive position. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past , the Chinese government has implemented certain measures, including interest rate increases, to control 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 Chinese government that could significantly affect our financial performance and operations. Failure to take timely and appropriate measures to adapt to any of these or similar regulatory compliance challenges could materially and adversely affect our current corporate structure and business operations.

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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.

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 services, our profitability and results of operations may be materially and adversely affected.

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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.

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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 four decades has significantly enhanced the protections afforded to various forms of foreign investments in China. However, recently enacted these laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, the interpretation and enforcement of these laws and regulations involve uncertainties. Since PRC administrative and court authorities have significant 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.

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regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may restrict or prevent us from using the proceeds of this offering offerings 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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With respect to the proceeds we expect to receive from this offering, offerings, they will be a capital contribution or a loan to our subsidiaries in China. If it is a capital contribution, the PRC subsidiaries would, within 30 days from the occurrence of the change in registered capital and total investment amount, fill in and submit online a "Filing Declaration Form for Change of Foreign Investment Enterprise" and related documents, and complete filing formalities for the change through the integrated management system. In addition, we will finance the activities of our operating subsidiaries with the proceeds from this offering offerings in RMB.

August 29, 2008, SAFE promulgated the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular 142, regulating the conversion by a foreign-invested enterprise of foreign currency registered capital into RMB by restricting how the converted RMB may be used. SAFE Circular 142 provides that the RMB capital converted from foreign currency registered capital of a foreign-invested enterprise may only be used for purposes within the business scope approved by the applicable governmental authority and may not be used for equity investments within the PRC. In addition, SAFE strengthened its oversight of the flow and use of the RMB capital converted from foreign currency registered capital of a foreign-invested company. The use of such RMB capital may not be altered without SAFE approval, and such RMB capital may not, in any case, be used to repay RMB loans if the proceeds of such loans have not been used. Such requirements are also known as the "payment-based foreign currency settlement system" established under the SAFE Circular 142. Violations of SAFE Circular 142 could result in severe monetary or other penalties. Furthermore, SAFE promulgated the Circular of State Administration of Foreign Exchange on Issues Relating to Strengthening Administration of Foreign Exchange Businesses on November 19, 2010, or Circular No. 59, which was repealed by the Circular of the State Administration of Foreign Exchange on the Publication of 34 Repealed and Invalidated Normative Documents on Foreign Exchange Management, and the Supplementary Circular of General Affairs Department of State Administration of Foreign Exchange on Issues Relating to Improving the Relevant Business Operations of Administration of Foreign Exchange Settlement for Payment of Foreign Currency Capital Funds of Foreign Investment Enterprises on July 18, 2011, known as Circular No. 88, which was repealed by the Circular on the Reform of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, tightening the examination on the authenticity of settlement of net proceeds from an offering and requiring that the settlement of net proceeds shall be in accordance with the description in its prospectus. offering documents.

February 13, 2015, SAFE promulgated the Notice on Further Simplifying and Improving the Administration of the Foreign Exchange Concerning Direct Investment, or the SAFE Notice 13, which became effective on June 1, 2015 and was abolished in part on December 30, 2019. Pursuant to SAFE Notice 13, instead of applying for approvals regarding foreign exchange registrations of foreign direct investment and overseas direct investment from SAFE, entities and individuals will be required to apply for such foreign exchange registrations, or FDI registration, from qualified banks. The qualified banks, under the supervision of SAFE, will directly examine applications and manage registrations.

Pursuant to SAFE Notice 13, instead of applying for approvals regarding foreign exchange registrations of foreign direct investment and overseas direct investment from SAFE, entities and individuals will be required to apply for such foreign exchange registrations, or FDI registration, from qualified banks. The qualified banks, under the supervision of SAFE, will directly examine applications and manage registrations. For any entity that fails to comply with the FDI registration requirements of the SAFE Notice 13, the SAFE would conduct business control over the capital account information system of such entity, and banks would not carry out foreign exchange businesses under the capital account for such entity. After the non-compliant entity submitting the satisfied information and reasons to the SAFE as required, the SAFE would cancel business control. But the entity violating foreign exchange regulations would be subject to administrative punishment according to the SAFE Notice 13.

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, had been abolished in part on December 30, 2019 and revied revised on March 23, 2023. SAFE Circular 19 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;

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SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to transfer any foreign currency we hold, including the net proceeds from this offering, to our PRC subsidiaries, which may adversely affect our liquidity and our ability to fund and expand our business in the PRC. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to transfer to and use in China the net proceeds from this offering, which may adversely affect our business, financial condition and results of operations.

promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardising the Foreign Exchange Settlement Management Policy of Capital Account, or SAFE Circular 16, effective on June 9, 2016, revised on December 4, 2023, which reiterates some of the rules set forth in SAFE Circular 19, but changes the prohibition against using RMB capital converted from foreign currency registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans to non-associated enterprises. Violations of SAFE Circular 19 and SAFE Circular 16 could result in administrative penalties. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to transfer any foreign currency we hold, including the net proceeds from our offerings to our PRC subsidiaries, which may adversely affect our liquidity and our ability to fund and expand our business in the PRC. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to transfer to and use in China the net proceeds from our offerings, which may adversely affect our business, financial condition and results of operations.

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

However, if our WFOE fails to maintain FDI registration, that failure may result in restrictions on the settlement of the foreign exchange of WFOE, and our ability to use the proceeds we expect to receive from any offerings and to capitalize or otherwise fund our PRC operations may be negatively affected.

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believe that litigation and negative publicity surrounding companies with operations in China that are listed in the U.S. have negatively impacted stock prices for such companies. Various equity-based research organizations have published reports on China-based companies after examining, among other things, their corporate governance practices, related party transactions, sales practices and financial statements that have led to special investigations and stock suspensions on national exchanges. Any similar scrutiny of us, regardless of its lack of merit, could result in a diversion of management resources and energy, potential costs to defend ourselves against rumours, rumors, decreases and volatility in the trading price of our Ordinary Shares, and increased directors and officers' insurance premiums and could have a material adverse effect upon our business, including our results of operations, financial condition, cash flows and prospects.

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On December 28, 2021, Cybersecurity Review Measures

According to the provisions of the Cybersecurity

Therefore, our PRC counsel believes that there is no case that the Company and its operating entities should conduct a network security review because of the procurement of network products and services by key information infrastructure operators affects or may affect national security, and there is no need to apply for a network security review because of this situation.

As of the date of this prospectus, the Company

and its operating entities have not been notified or recognized as "network platform operators" by any PRC regulatory authorities.

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.

December 28, 2021, Cybersecurity Review Measures was published by the CAC, National Development and Reform Commission, Ministry of Industry and Information Technology, Ministry of Public Security, Ministry of State Security, Ministry of Finance, Ministry of Commerce, People's Bank of China, State Administration for Market Regulation, State Administration of Radio and Television, China Securities Regulatory Commission, State Secrecy Administration and State Cryptography Administration, effective on February 15, 2022.

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

main business of the Company's operating entities is to provide domestic and cross-border professional logistics services and new energy infrastructure construction services. As of the date of this prospectus, report, the main customers and clients of the Company's operating entities are PRC enterprises and institutions rather than individual users, and the Company's operating entities do not have personal information of more than 1 million users. According to the guidance of our PRC counsel after consulting with CAC, it is confirmed that only companies offering abroad with personal information of more than 1 million users are required to apply for network security review.

According to the guidance of our PRC counsel after consulting with CAC, it is confirmed that only companies offering abroad with personal information of more than 1 million users are required to apply for network security review. Therefore, our PRC counsel understands that the Company's current offering and listing should not belong to the situation that it is necessary to apply for network security review as stipulated in Articles 5 and 7 of the Cybersecurity Review Measures .

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and 98 more changes in the filing

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expected growth of the logistics and new energy infrastructure construction service marketplace in China;

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Use of proceeds 6 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, 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.

plan to use the net proceeds of this issue as follows: 1) approximately 20% for development of project logistic business in Southeast Asia; (2) approximately 20% for investment in equipment and machines and other capital expenditure; (3) approximately 10% for development of logistic management system and internal training for employees to improve management and technical skills; (4) approximately 10% for potential acquisition of high quality logistic team or company; and (5) approximately 40% for working capital and other general corporate purposes.

estimate that we will receive net proceeds from this offering of approximately $[ ] million (assuming the sale of the maximum number of securities offered hereby), based upon an assumed offering price of $[ ] per share, after deducting the estimated Placement Agent fees and estimated offering expenses payable by us.

plan to use the net proceeds of this offering for growth capital, general working capital and other general corporate purposes.

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plan to use approximately $0.8 million out of the proceeds to pay the costs and expenses associated with being a public company. This portion of the offering proceeds will be immediately available to us following the closing of the offering as it will not be remitted to China.

$2 $[ ] 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 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. "

Dividend policy 5 changes

1 unchanged paragraph

Our board of directors has complete discretion

board of directors has complete discretion in deciding whether to distribute dividends, subject to certain restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium, and provided always that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Even if our board of directors decides to pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors.

In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Even if our board of directors decides to pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors.

1 unchanged paragraph

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.

PRC regulations permit our indirect PRC subsidiaries to pay dividends to Eastern HK only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, our subsidiaries in the PRC are required to set aside at least 10% of their respective 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.

5 unchanged paragraphs

Capitalization 5 changes

shares, US$0.0001, 50,000,000 preferred shares authorized and 1,000,000 preferred shares issued and outstanding 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 Additional paid-in capital 8,040,388 13,384,922 Statutory reserves 888,085 888,085 Retained earnings 3,219,8 08 3,219,8 08 Accumulated other comprehensive loss (683,335 ) (683,335 ) Total S hareholders' Equity 11,466,088 16,810,782 Total

following tables set forth our capitalization as of March 31, 2025: 2026:

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, placement agent fees, and estimated offering expenses payable by us.

adjustments reflected below are subject to change and are based upon available information and certain assumptions that we believe are reasonable. Total shareholders' equity and total capitalization following the completion of this offering are subject to adjustment based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this capitalization table in conjunction with "Use of Proceeds," "Summary Consolidated Financial and Operating Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the related notes appearing elsewhere in this prospectus.

shares, US$0.0001, 1,000,000 Series A Preferred Shares and 49,000,000 Preferred Shares authorized and 1,000,000 Series A Preferred Shares and 200,000 Series B Preferred Shares issued and outstanding $ $ Ordinary Shares, par value $0.0001 per share, 450,000,000 shares authorized, 12,830,000 shares issued and outstanding on an actual basis, [ ] shares issued and outstanding on an adjusted basis Additional paid-in capital Statutory reserves Retained earnings Accumulated other comprehensive loss ) ) Total Shareholders' Equity Total

Dilution 178 changes

you invest in our Ordinary Shares, your interest will be diluted for each Ordinary Share you purchase to the extent of the difference between the public offering price per Ordinary Share and our net tangible book value per Ordinary Share after this offering. Dilution results from the fact that the public offering price per Ordinary Share is substantially in excess of the net tangible book value per Ordinary Share attributable to the existing shareholders for our presently outstanding Ordinary Shares.

net tangible book value as of March 31, 2026, was $[ ], or $[ ] per Ordinary Share. Net tangible book value represents the amount of our total consolidated tangible assets (excluding the deferred offering costs), less the amount of our total consolidated liabilities.

Dilution is determined by subtracting the net tangible book value per Ordinary Share (as adjusted for the offering) from the public offering price per Ordinary Share and after deducting the Placement Agent commissions, and the estimated offering expenses payable by us.

giving effect to our sale of [ ]

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, placement agent fees, and the estimated offering expenses payable by us, our as adjusted net tangible book value as of March 31, 2025, 2026, would have been $16,919,820, $[ ], or $1.38 $[ ] per outstanding Ordinary Share. This represents an immediate increase in net tangible book value of $0.36 $[ ] per Ordinary Share to the existing shareholders, and an immediate dilution in net tangible book value of $3.12 $[ ] per Ordinary Share to investors purchasing Ordinary Shares in this offering. The as adjusted information discussed above is illustrative only.

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option exercised in full

Existing shareholders

Initial public offering price per Ordinary Share

tangible book value per Ordinary Share as of March 31, 2026

in net tangible book value per Ordinary Share as of March 31, 2025 book value per Ordinary Share attributable to payments by new investors forma net tangible book value per Ordinary Share immediately after this offering of dilution in net tangible book value per Ordinary Share to new investors in the offering $ 3.12 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 $1.52 $[ ] 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 $3.98 $[ ] 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, Placement Agent commissions, and estimated offering expenses.

following table sets forth, on an as adjusted basis as of March 31, 2025, 2026, 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, Placement Agent commissions, and estimated offering expenses.

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The exchange rates in effect as of March 31, 2025

As of July 1, 2025, the exchange rate was

exchange rates in effect as of March 31, 2026 and March 31, 2024 2025 were RMB1 for $0.1378 $0.1450 and $0.1385, $0.1378, respectively. The average exchange rates for the years ended March 31, 2025 2026 and 2024 2025 were RMB1 for $0.1386 $0.1408 and $0.1395, $0.1386, respectively.

of September 30, 2026, the exchange rate was RMB 1 to $6.7035.

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favourable favorable tax system;

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our counsel as to Cayman Islands and Zhonglun Law

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

our counsel as to Cayman Islands and Jiangsu Qiaobian Law Firm, our counsel as to PRC law have advised us, respectively, that there is uncertainty as to whether the courts of the Cayman Islands and China, respectively, would:

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We have been advised by Ogier that there is

have been advised by Ogier that there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgements), although the courts of the Cayman Islands will in certain circumstances recognize and enforce a foreign judgment, , without any re-examination or re-litigation of matters adjudicated upon, provided such judgment (i) is given by a foreign court of competent jurisdiction, (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (iii) is final, (iv) is not in respect of taxes, a fine or a penalty, (v) has not been obtained by fraud; and (vi) is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

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Qiaobian Law Firm has further advised us that the recognition and enforcement of foreign judgments are subject to compliance with the PRC Civil Procedures Law and relevant civil procedure requirements in the PRC. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments.

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

As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States or in the Cayman Islands. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law against us in the PRC, if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction, and meet other procedural requirements, including, among others, the plaintiff must have a direct interest in the case, and there must be a concrete claim, a factual basis and a cause for the suit.

Wong & Co , our counsel as to the laws of Hong Kong,

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

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International Ltd. ("Eastern International" or the "Company") is an exempted company incorporated in the Cayman Islands with limited liability on July 27, 2023 as a holding company. The Company, through its operating subsidiaries in China engages in logistic business and new energy infrastructure construction services.

International Ltd. is a holding company incorporated in the Cayman Islands on July 27, 2023. Eastern International Ltd. established its directly wholly owned subsidiary, Eastern Industrial Development Ltd. a company incorporated in ("Eastern BVI") on August 10, 2023. Eastern Industrial Development Ltd. BVI established its directly wholly owned subsidiary Eastern Group Limited a Hong Kong company, ("Eastern HK") on September 4, 2023. Eastern Group Limited HK established a wholly foreign-owned subsidiary Hangzhou TC-Link Logistic Logistics Supply Chain Management Co., Ltd. ("Hangzhou TC-Link" or "WFOE") in China on September 27, 2023. Upon our restructure Eastern International Ltd., Eastern BVI, Eastern HK and WFOE have no material operations. In anticipation of its initial public offering, the Company completed a reorganization on October 16, 2023, Eastern Industrial Development February 7, 2024. Upon completion of the reorganization on February 7, 2024, Hangzhou TC-Link Logistics Supply Chain Management Co., Ltd. owns 100% interest of Suzhou TC-Link Logistics Co., Ltd. Thereafter, we conduct our and it conducts its operations primarily through Suzhou TC-Link Logistics Co., Ltd. and its subsidiaries and branches including Suzhou TC-Link Logistics Co., Ltd. Shenzhen Branch, Yancheng TC-Link Logistics Co., Ltd. Yunnan Dongyuan Dadi International Logistics Co., Ltd., Yunnan Dongyuan Dadi International Logistics Co., Ltd. Mohan Branch, Chongqing Dayuan Logistics Co., Ltd., Wuxi TC-Link Logistics Co., Ltd., Wuxi TC-Link Logistics Co., Ltd. Dongbeitang Branch. On October 27, 2025, Hangzhou TC-Link acquired 100% ownership of Guizhou Minji Construction Engineering Co., Ltd. at a price of RMB 730,000 (approximately $102,883) and changed its name to Guizhou Tianrun Zhicheng Construction Engineering Co., Ltd. ("Guizhou Tianrun"). Upon the acquisition of Guizhou Tianrun, the Company entered into new energy infrastructure construction service business.

June 22, 2026, the Company held an Extraordinary General Meeting (the "Extraordinary Meeting") of shareholders. At the Extraordinary Meeting, the shareholders of the Company approved the following ordinary resolution: the 1,000,000 issued preferred shares with a nominal or par value of USD0.0001 per share be re-designated as 1,000,000 series A preferred shares with a nominal or par value of USD0.0001 per share with their rights unchanged and as set out in the third amended and restated memorandum and articles of association and the rights and terms of the remaining 49,000,000 Preferred Shares will be determined by the Directors from time to time before the issuance of such shares (the "Share Redesignation") such that after the Share Redesignation, the authorized share capital shall become USD50,000 divided into (i) 450,000,000 ordinary shares with a nominal or par value of USD0.0001 per share, (ii) 1,000,000 series A preferred shares with a nominal or par value of USD0.0001 per share and (iii) 49,000,000 preferred shares with a nominal or par value of USD0.0001 per share (the "Share Redesignation and Share Capital Changes"). At the Extraordinary Meeting, the shareholders of the Company also approved a special resolution that the third amended and restated memorandum and articles of association of the Company (the "Third Amended and Restated M&A"), which contains all the proposed amendments mentioned in the proxy statement, be and are approved and adopted in substitution for and to the exclusion of the existing memorandum and articles of association of the Company with immediate effect upon passing of ordinary resolution above, and any director, registered office provider or company secretary of the Company be and is authorized to do all such acts, deeds and things and execute all such documents and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect and implement the adoption of the Third Amended and Restated M&A, including without limitation, attending to the necessary filings with the Registrar of Companies in the Cayman Islands and with any other relevant authorities.

have adopted a dual-class share structure such that our shares consist of Ordinary Shares and Preferred Shares. As of the date of this prospectus, we have 1,000,000 Series A and 200,000 Series B Preferred Shares issued and outstanding. In respect of matters requiring the votes of shareholders, each Ordinary Share is entitled to one vote and each Series A Preferred Share is entitled to ten (10) votes and each Series B Preferred Share is entitled to one hundred (100) votes at the general meetings of the Company. Each Series A Preferred Share may be converted into one Ordinary Share by its holder and every two Series B Preferred Shares may be converted into one Ordinary Share by its holder. Mr. Albert Wong holds all the issued and outstanding Series A and Series B Preferred Shares and will 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.

4 unchanged paragraphs

Transportation services

Transportation services

W arehouse subleasing services

Energy Infrastructure Construction Service

following diagram illustrates our corporate structure, including our subsidiaries and consolidated affiliated entities, as of the date of this prospectus and immediately upon the completion of this offering. assuming no exercise of the over-allotment option by the Underwriter.

2 unchanged paragraphs

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

PRC operating subsidiaries include Suzhou TC-Link and its subsidiaries. Suzhou TC-Link was established on January 9, 2006 in Jiangsu connection with its proposed initial public offering, the Company undertook a reorganization of its legal structure (the "Reorganization").

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through Suzhou TC-Link, provide domestic and cross-border professional logistic services including project logistic and general logistic for company clients. Suzhou TC-Link was established on January 9, 2006 in Jiangsu Province, China. Suzhou TC-Link has obtained the internationally recognized IS09001 certificate of high-quality service (2015 standard), and it has 4 wholly owned subsidiaries and 5 warehouses/logistic centers and 3 branch offices of its subsidiaries in China. Suzhou TC-Link was rated as a key logistics enterprise in Jiangsu Province by Industry and Information Technology Department of Jiangsu in 2018, an AAA-level credit enterprise and a Class A contractor qualification for large power products transportation by China Water Resources and Electric Power Material Circulation Association On Physical Distribution in 2021 and 2023, respectively, and an AAA-level logistics enterprise by China Federation of Logistics & Purchasing in 2023. Suzhou TC-Link and Yancheng TC-Link have the road transportation permits from transportation bureau for large-size items/cargo transportation and Suzhou TC-Link's business license also includes non-vessel operating common carrier business. Suzhou TC-Link's operating network covers key cities in mainland China, Hong Kong, Southeast Asia and Central Asia. Suzhou TC-Link has an independently developed enterprise resource planning (ERP) management system.

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Company owns 20 trucks and has cooperative relationships with other owners and drivers for over 2,000 trucks for domestic long-distance transportation and less than carload goods. When we receive orders and projects, we make inquires to these drivers/owners and ask them to provide a fee estimate for the job. If they provide reasonable price or their prices are less than costs for which we use our own trucks, we will engage these drivers to undertake the transportation. We will provide them with time and location to load the goods and provide name, contact information and license plate of the driver and truck to our clients. After the delivery is completed, we will collect payment from the clients and pay such drivers directly. The Company has 5 warehouses/logistic centers and has long term leases for warehouses and storage space for over 25,000 square meters. As a part of the logistic services, the Company also provides warehouse subleasing services.

general logistic services refer to the transportation, warehousing, loading and unloading, and distribution of ordinary standard products. For instance, we provide logistic services for the to household appliances manufacturers, including the transportation of goods from manufacturing factories facilities to warehouses, and to distributors' warehouses nationwide according to customers' customer instructions. Delivery can be made in whole truckload truckload(FTL) or less-than truckload (LTL). we have built a network with subsidiaries and offices in Suzhou, Wuxi, Yancheng, Chengdu, Chongqing, Guangzhou, Shenzhen, Kunming and Mohan, covering most of major cities and areas in China.

Company has started its cross-border logistic services since 2019, mainly focus focusing on inland transportation and railway transportation between Mainland China and Southeast Asia countries for cargoes, such as bulk commodities, electronic products, tires, new energy equipment and other machineries. For example, we completed transportation from Laos to China of 707 units of 40ft containers, 914 units of 20ft containers and 244 units of open top containers for rubber, iron ore, barley and Cassava starch in 2022. We also provided service for the shipment of washing machines through China-Europe Railway Express to Europe.

For example, in 2022, we completed transportation from Laos to China of 707 units of 40-foot containers, 914 units of 20-foot containers and 244 units of open top containers for rubber, iron ore, barley and cassava starch. From January 1, 2025 through September 30, 2026, we completed cross-border shipments on multiple routes, including the United States to China, Southeast Asia to China, and China to Vietnam.

In total, we moved 923 containers by sea and rail. By sea, we handled 195 import containers and 129 export containers. By rail, we handled 107 import containers and 492 export containers. We also facilitated washing machines shipments via China-Europe Railway Express to Europe. Currently, the Company only provides transportation services within mainland China, covering shipments delivered from inland locations to domestic terminals and ports.

Company owns 20 trucks and has cooperative relationships with third-party owners and drivers for over 2,000 trucks for domestic long-distance and LTL transportation. Upon receiving orders or projects, we obtain rate quotes from these independent operators. If their pricing is competitive relating to the cost of operating our internal trucks, we engage these drivers for transportation execution. We provide drivers with dispatch schedules and loading location while furnishing, driver contact details and license plate information to our clients. Upon delivery confirmation, we collect payment from clients and settle directly with third-party operators. The Company operates five warehouses/logistics centers and maintains long-term leases for warehouse and storage space exceeding 25,000 square meters. As part of our integrated offerings, we also provide warehouse subleasing services.

years of operational development, we have built our strengths in logistics technology and service models, as well as a stable, professional and talented core business team. We have provided logistics services to large serve corporate clients mostly primarily industry leaders from different areas, such as across renewable energy, household appliances and construction industry, sectors and we believe our relationship with these clients are commercial relationships remain stable and renewable based on our competitive strengths and track record and execution capabilities.

acquired Guizhou Tianrun in October 2025, which has started to provide construction services for new energy construction projects since the end of 2025 and we plan to further develop this area to obtain more new projects. In December 2025, Guizhou Tianrun Zhicheng Construction Engineering Co., Ltd. ("Guizhou Tianrun"), has entered into a construction contract (the "Contract") with Weifang Branch of CSCEC Southwest Architecture & Design Institute (Shandong) Design Consulting Co., Ltd. for its Hebei Laiyuan 300 MW Centralized Photovoltaic Power Generation Project. Pursuant to the Contract, Guizhou Tianrun will act as a subcontractor and be responsible for the construction of Phase I - 50 MW (the "Project") of the Centralized Photovoltaic Power Generation Project, with a total contract price of RMB 42.5 million (approximately US$ 6.04 million). Guizhou Tianrun is responsible for the foundation works, photovoltaic mounting structure installation, photovoltaic module installation, module string wiring, installation and wiring of photovoltaic combiner boxes and supply of certain auxiliary materials. The Project has been delayed by the client..

early 2026, Guizhou Tianrun won the bids for two key construction packages for the Hongze 62.5 MW Wind Farm Project (the "Project"), with the total awarded price of RMB 91.52 million (approximately USD 13.02 million). The successful bids for these projects mark the Company's official entry into wind power construction sector. The two awarded projects are as follows: (1) Roadworks, lifting platform construction, and land reclamation for the 62.5 MW Wind Farm Project with an award price of RMB 79.52 million (approximately US$11.31 million) and (2) Substation Civil Construction Works for the EPC Turnkey Project for the 62.5 MW Wind Farm Project with an award price of RMB 12 million (approximately US$1.71 million). The total award price of the two bid awards is RMB 91.52 million (approximately US$13.02 million). The main structure of the 62.5 MW booster station project for Hongze Wind Farm has been topped out. The roadworks have facilitated the hoisting of the first wind turbine unit, and the overall project is scheduled to finish by the end of 2026.

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revenues are derived from transportation services, and warehouse subleasing services and new energy infrastructure construction services provided to our customers. Our revenues are affected influenced by the regional and global economic and social conditions, as well as our ability to promptly respond to changes in demand for our services in a particular region or industry. Furthermore, our revenues are also impacted by our ability to attract more customers to use our services and increase our market share.

1 unchanged paragraph

profit is calculated as the difference between represents revenues and less cost of revenues. Gross margin is represents gross profit divided by expressed as a percentage of revenues. Gross profit and gross margin are measures used by our management to evaluate the profitability of services we provided to our customers as well as how well our business strategy is executed and performed. Our gross profit and gross margin are impacted by many internal and external factors, such as market condition that affects our bargain power, our ability of effective cost control, overall Chinese and global economy.

3 unchanged paragraphs

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

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the Years Ended March 31, 2026 and 2025

information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus.

The results of operations in any period are not necessarily indicative of our future trends.

For the Years Ended March 31,

General and administrative expenses

Total operating expenses

(Loss) income from operations

Foreign exchange transaction (loss) gain

Gain on disposal of property and equipment

Government subsidies

(Loss) income before income taxes

generated our revenues primarily from providing (i) transportation services and (ii) warehouse subleasing services to our customers.

Total revenues increased by $5,590,081, or 14.0%, from $40,041,691 for the year ended March 31, 2025 ("fiscal year 2025") to $45,631,772 for the year ended March 31, 2026 ("fiscal year 2026"). This increase was primarily contributed by the growth in transportation services.

For the Years Ended March 31,

transportation services

warehouse subleasing services

transportation services are composed of project logistics (including cross-border logistics) and general logistics. Project logistics involves shipping oversized cargo, and the entire transport process is more complicated with more uncertainties when compared to general logistics.

revenues from transportation services increased by $5,677,880, or 16.1%, from $35,253,906 for the year ended March 31, 2025, to $40,931,786 for the year ended March 31, 2026.

Logistics - Project logistics revenue increased by $11,022,126, or 52.2%, from $21,125,622 in fiscal year 2025 to $32,147,748 in fiscal year 2026. This growth was primarily driven by a significant increase in completed contracts, which rose from 3,533 to 5,071, while the average contract prices remained stable (moving from $5,980 to $6,340). This reflects management's strategic focus on high-value, specialized project logistics. Project logistics leverage the Company's expertise in navigating highly complex operational challenges, such as the transportation of wind turbines.

Logistics - General logistics revenue decreased by $5,344,246, or 37.8%, from $14,128,284 in fiscal year 2025 to $8,784,038 in fiscal year 2026. In response to softer consumer demand in China, the Company strategically reallocated its resources away from competitive general logistics toward higher-value project engagements.

from warehouse subleasing services remained relatively stable, decreasing slightly by $87,799, or 1.8%, from $4,787,785 for the year ended March 31, 2025, to $4,699,986 for the year ended March 31, 2026.

cost of revenues for transportation services mainly consisted of outsourced shipping services, fuel, driver compensation, depreciation, fleet maintenance, tolls and customs fees. Cost of revenues for warehouse subleasing services mainly consisted of lease expenses of warehouse buildings, utilities, maintenance, fuel and warehouse handling fees. The following table sets forth the breakdown of our cost of revenues by category for the years ended March 31, 2026 and 2025, respectively.

For the Years Ended March 31,

Cost of revenues for

transportation services

warehouse subleasing services

Total cost of revenues

of revenues increased by $7,347,069, or 21.6% from $34,041,850 for the year ended March 31, 2025 to $41,388,919 for the year ended March 31, 2026. Overall, the change generally tracking the expansion of revenues.

cost of transportation services increased by $7,224,873, or 24.3%, from $29,765,104 for the year ended March 31, 2025 to $36,989,977 for the year ended March 31, 2026. The change is in line with the increase of revenues from transportation services.

cost of warehouse subleasing services remained relatively stable, increased slightly by $122,196, or 2.9%, from $4,276,746 for the year ended March 31, 2025 to $4,398,942 for the year ended March 31, 2026.

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and 98 more changes in the filing

Market risk 50 changes

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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 25, 2025, unless otherwise noted. The following discussion includes projections for future growth, which may not occur at the rates that are projected or at all.

Logistics Industry Development Landscape

of Logistics Services

emergence and development of logistics service industry benefits a lot from the economic globalization. Driven by economic globalization, resource allocation has expanded from a factory, region, or country to the entire world. The modern logistics service industry has reduced costs and improved efficiency through modern transportation methods, information technology, and internet, playing an increasingly important role in trade and resource allocation domestically and globally. At the same time, the modern logistics service industry is also considered as the artery and backbone of national economy, and its level of development has become an important indicator of a country's modernization and comprehensive strength.

the stable growth of China economy and the continuous expansion of household consumption, logistics demand is also constantly increasing.

The total values for logistics in China in 2024 was RMB 360.6 trillion, a year-on-year increase of 2.33%.

According to data from National Logistic Industry Operation Status Reports from 2020 to 2024 of the China Federation of Logistics and Purchasing ("CFLP"), from 2020 to 2024, the total values for logistics in China increased by 1.20 times, with a compound annual growth rate of 4.70%.

the perspective of the structure of the total logistics volume, the proportion of industrial goods-related logistics to the total logistics demand accounts for 88.3%. Calculated at comparable prices, the total industrial goods-related value in logistics in 2024 was RMB 318.4 trillion, a year-on-year increase of 5.8%. 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.

The total amount and growth

for logistics in China from 2020 to 2024

sources: CFLP, CEVSN

terms of freight volume, the data from the 2024 Transportation Industry Development Statistics Report by the Ministry of Transport of China shows that the national freight transportation volume reached 56.875 billion tons in 2024. Among them, the road freight volume is 41.880 billion tons, the waterway freight volume is 9.811 billion tons, the railway freight volume is 5.175 billion tons, and the civil air freight volume is 8.9816 million tons. Compared with 2020, the national freight volume has increased by 22.47%, with an average annual compound growth rate of 5.20%.

cargo transportation volume and growth from 2020 to 2024

sources: Ministry of Transport of China, CEVSN

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 2020 to 2024 of the China Federation of Logistics and Purchasing, the total cost of logistics in China in 2024 was RMB 19.0 trillion, a year-on-year increase of 4.40%. Compared to 2020, the total logistics cost in China has increased by 1.28 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 higher the level of logistics development of the economy.

the widespread use of information technology and automated and intelligent equipment in the industry, logistics efficiency in China has gradually improved. In 2024, the total cost of logistics in China accounted for 14.1% of the national GDP, a decrease from 14.7% in 2020. 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 2020 to 2024) Data sources: CFLP, CEVSN (2) China logistics industry maintains high level of prosperity.

scale of modern logistics industry is closely related to development of the macro-economy. The stable growth of China's economy provides a good external environment for the steady development of logistics industry. The Logistics Performance Index (LPI) of China's logistics industry in May 2025 was 50.6%, down 0.5 percentage points from the previous month. looking ahead, the pace of logistics infrastructure and investment progress has accelerated. The business activity expectation index will remain in the high prosperity range above 55% for three consecutive months, and the overall market outlook is optimistic.

Logistics Performance Index from January 2021 to May 2025

sources: CFLP, CEVSN

the annual operating revenue of China's logistics industry was RMB10.5 trillion, increasing to RMB13.8 trillion by 2024, a year-on-year increase of 4.55%.

operating revenue and growth of logistics industry in China from 2020 to 2024 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 the "Statistics Bulletin of the National Economic and Social Development of the People's Republic of China in 2024" released by the National Bureau of Statistics, the annual gross domestic product (GDP) in 2024 was RMB 134.91 trillion, an increase of 5.0% over the previous year. 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 logistic enterprises and the market size showing a continuous growth trend.

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 2024, the scale of China's general logistics market reached RMB 368.70 billion, a year-on-year increase of 3.25%.

market scale and growth for general logistics in China from 2020 to 2024 sources: CEVSN logistics industry mainly focuses on industrial products and consumer goods. Among them, industrial products account for 32.9%, while consumer goods account for 22.2%. These two industries are also closely related to the economy and people's lives.

share of general logistics by industry in China

of Project Logistics

by the overall development of China's logistics industry, project logistics, as a specialized segment, is also showing a rapid development trend. Some professional logistics companies or comprehensive logistics companies in China have entered the project logistics business. The rapid development of construction industry including energy sector, industrial production lines, infrastructure, special security, traditional chemicals, and substitute energy sectors in particular such as wind and solar power sectors in China, have played a positive role in advancing the steady development of project logistics industry.

project logistics industry in China started relatively late and has a relatively low proportion in the logistics industry. On the one hand, it is due to the low awareness of project logistics among domestic users in China. On the other hand, there are relatively few companies engaged in project logistics due to technology, talent and brand barriers. With the changes in market demand, especially the development of energy, infrastructure, and chemical industries, the professional project logistics enterprises are in demand for heavy-cargo transportation. Therefore, in recent years, the proportion of project logistics volume to the overall logistics volume has been continuously increasing.

proportion of China's project logistics market to the contract logistics market from 2020 to 2024 sources: CEVSN (2) Market Size In 2020, the size of China's project logistics market was RMB 28.60 billion, and in 2021, the market size was RMB 32.64 billion, a year-on-year increase of 14.10%; The market size in 2022 was RMB35.05 billion, a year-on-year increase of 7.40%; The market size in 2023 was RMB36.49 billion, a year-on-year increase of 4.10%; The market size in 2024 was RMB 38.09 billion, a year-on-year increase of 4.40%.

market size and growth for project logistics in China from 2020 to 2024 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.

than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from April 1, 2025 to March 31, 2026 that are reasonably likely to have a material effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

Accounting Policies and Estimates

prepare our financial statements in accordance with generally accepted accounting principles of the United States ("GAAP").

GAAP represents a comprehensive set of accounting and disclosure rules and requirements. The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Our actual results could differ from those estimates. We use historical data to assist in the forecast of our future results.

Deviations from our projections are addressed when our financials are reviewed on a monthly basis. This allows us to be proactive in our approach to managing our business. It also allows us to rely on proven data rather than having to make assumptions regarding our estimates.

reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions.

Our critical accounting policies and practices include the following: (i) revenue recognition; and (ii) leases. See Note 2 - Summary of significant accounting policies to our consolidated financial statements for the disclosure of these accounting policies.

believe the following accounting estimates involve the most significant judgments used in the preparation of our financial statements.

for expected credit losses

maintain an allowance for credit losses for notes receivable, accounts receivable, advances to suppliers and other-current assets. In estimating the allowance for credit losses, we consider various factors, including historical collectability based on past due status, age of the account balances, credit quality of the customers/suppliers based on ongoing credit evaluations, as well as reasonable and supportable forecasts of future losses. Changes in these estimates and assumptions could materially affect the quantity of credit losses.

As of March 31, 2026 and 2025, the allowance for expected credit losses for accounts receivable amounted to $290,403 and $169,297, respectively.

As of March 31, 2026 and 2025, the allowance for expected credit losses on advances to suppliers amounted to $17,030 and $Nil, respectively.

As of March 31, 2026 and 2025, the allowance for expected credit losses on other current assets amounted to $7,146 and $4,234, respectively.

For notes receivable, the Company provided no allowance as of March 31, 2026 and 2025 as the expected credit loss would be immaterial, if any.

of long-lived assets

review our long-lived assets-consisting of property and equipment, operating lease right-of-use assets, and certain other non-current assets-for impairment in accordance with ASC Topic 360, Property, Plant, and Equipment, whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. As of the reporting date, management identified no such triggering events or indicators of impairment under ASC 360-10-35-21. Accordingly, no impairment of long-lived assets was recognized for the years ended March 31, 2026, 2025, and 2024.

our lease agreements do not state an implicit interest rate, we use our incremental borrowing rate to determine the present value of lease payments in accordance with ASC Topic 842, Leases. The incremental borrowing rate is estimated based on the interest rate we would incur to borrow a fully collateralized amount equal to the lease payments over a similar term. Determining this rate involves management estimates regarding our creditworthiness, term-specific yield curves, and market conditions at lease commencement.

allowance for deferred tax assets

evaluate our deferred tax assets quarterly under ASC Topic 740, Income Taxes, and establish a valuation allowance when realization is not more likely than not. This assessment relies on management judgments regarding projections of future taxable income, reversing temporary differences, and historical earnings trends. As of March 31, 2026 and 2025, our valuation allowance for deferred tax assets was $Nil and $4,613, respectively. Please refer to Note 16 to consolidated financial statements for detailed disclosure.

of progress toward completion for the provision of transportation services accordance with ASC Topic 606, revenue from transportation services is recognized over time using a time-based output method over the 2-to-15 day transit period, which best reflects the continuous transfer of value as goods are transported. Management estimates the degree of completion for in-transit shipments as of each reporting date. Unbilled amounts for in-transit services are recorded as contract assets, as the unconditional right to payment occurs upon final delivery. As of March 31, 2026 and 2025, contract assets totaled $38,343 and $31,709, respectively.

Legal proceedings 27 changes

7 unchanged paragraphs

to the Foreign Investment Law, the State Council will publish or approve to publish a catalogue for special administrative measures, or the "negative list." The Foreign Investment Law grants national treatment to foreign invested entities, except for those foreign invested entities that operate in industries deemed to be either "restricted" or "prohibited" in the "negative list". The NDRC and the MOFCOM promulgated the Special Administrative Measures (Negative List) for Foreign Investment Access (2024 Edition) (the "2024 Negative List") on September 6, 2024, which took effect on November 1, 2024. Compared to the last Special Administrative Measures for Market Access of Foreign Investment (Negative List) promulgated by the NDRC and the MOFCOM in December 2021, the 2024 Negative List cuts down the number of items restricted or prohibited to foreign investors from 31 to 29, widening access to more industries and fields. However, the 2024 Negative List prescribes that any domestic enterprise engaging in businesses prohibited by the Negative List that lists, issues securities and trades shares overseas must obtain pre-approval consent from relevant competent regulator; overseas investors must not engage in the operation and management of the enterprise, and the percentage of foreign shareholding is subject to the relevant provisions in the administrative measures for domestic securities investments by foreign investors. The Foreign Investment Law provides that foreign invested entities operating in foreign restricted or prohibited industries will require market entry clearance and other approvals from relevant the Foreign Investment Law provides that foreign invested enterprises established according to the existing laws regulating foreign investment may maintain their structure and corporate governance within five years after the implementing of the Foreign Investment Law.

The Foreign Investment Law provides that foreign invested entities operating in foreign restricted or prohibited industries will require market entry clearance and other approvals from relevant PRC governmental authorities.

the Foreign Investment Law provides that foreign invested enterprises established according to the existing laws regulating foreign investment may maintain their structure and corporate governance within five years after the implementing of the Foreign Investment Law.

3 unchanged paragraphs

activities in the PRC by foreign investors are principally governed by the Guidance Catalog of Industries for Foreign Investment promulgated and as amended from time to time by MOFCOM and National Development and Reform Commission (the "NDRC"). The NDRC and the MOFCOM promulgated the 2024 Negative List. Industries listed in the 2024 Negative List are divided into two categories: restricted and prohibited. Industries not listed in the 2024 Negative List are generally deemed as constituting a third "permitted" category.

restricted and prohibited. Industries not listed in the 2024 Negative List are generally deemed as constituting a third "permitted" category. Establishment of wholly foreign-owned enterprises is generally allowed in permitted industries. Some restricted industries are limited to equity or contractual joint ventures, while in some cases Chinese partners are required to hold the majority interests in such joint ventures. Foreign investors are not allowed to invest in industries in the prohibited category. Industries not listed in the 2024 Negative List are generally open to foreign investment unless specifically restricted by other PRC regulations. Any domestic enterprise engaging in businesses prohibited by the Negative List that lists, issues securities and trades shares overseas must obtain pre-approval consent from relevant competent regulator; overseas investors must not engage in the operation and management of the enterprise, and the percentage of foreign shareholding is subject to the relevant provisions in the administrative measures for domestic securities investments by foreign investors.

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Trademark Law of the PRC promulgated in August 1982 which took effect in March 1983 (the "Trademark Law"), and revised in February 1993, October 2001, August 2013 and April 2019, , and its implementation rules protect registered trademarks. The Trademark Office of National Intellectual Property Administration, PRC, formerly the PRC Trademark Office of the State Administration of Market Regulation is responsible for the registration and administration of trademarks throughout the PRC. The Trademark Law has adopted a "first-to-file" principle with respect to trademark registration. Where registration is sought for a trademark that is identical or similar to another trademark which has already been registered or given preliminary examination and approval for use in the same or similar category of commodities or services, such application for registration of this trademark may be rejected. Trademark registrations are effective for a renewable ten-year period, unless otherwise revoked.

Trademark registrations are effective for a renewable ten-year period, unless otherwise revoked.

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enterprise income tax is calculated based on taxable income, which is determined under (i) the PRC Enterprise Income Tax Law, promulgated by SCNPC and implemented in January 2008 and amended in February 2017, and December 2018, respectively, and (ii) the implementation rules to the EIT Law, promulgated by the State Council and implemented in January 2008 and amended in April 2019, and December 2024, respectively. The EIT Law imposes a uniform enterprise income tax rate of 25% on all resident enterprises in the PRC, including foreign-invested enterprises and domestic enterprises, unless they qualify for certain exceptions.

The EIT Law imposes a uniform enterprise income tax rate of 25% on all resident enterprises in the PRC, including foreign-invested enterprises and domestic enterprises, unless they qualify for certain exceptions.

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the primary location of

primary location of the day-to-day operational management and the places where they perform their duties are in the PRC;

decisions relating to the

relating to the enterprise's financial and human resource matters are made or are subject to the approval of organizations or personnel in the PRC;

enterprise's primary assets, accounting books and records, company seals and board and shareholder resolutions are located or maintained in the PRC; and or more of voting board members or senior executives habitually reside in the PRC.

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February 13, 2015, SAFE promulgated the Notice on Further Simplifying and Improving the Administration of the Foreign Exchange Concerning Direct Investment, or SAFE Notice 13, which became effective on June 1, 2015 and was abolished in part on December 30, 2019.

SAFE Circular 19 allows foreign-invested enterprises to make equity investments by using RMB funds converted from foreign exchange capital.

However, Circular 19 continues to prohibit foreign-invested enterprises from, among other things, using RMB funds converted from foreign exchange capital for expenditure beyond the enterprise's business scope, providing entrusted loans, or repaying loans between non-financial enterprises.

February 13, 2015, SAFE promulgated the Notice on Further Simplifying and Improving the Administration of the Foreign Exchange Concerning Direct Investment, or SAFE Notice 13, which became effective on June 1, 2015 and was abolished in part on December 30, 2019. Pursuant to SAFE Notice 13, instead of applying for approvals regarding foreign exchange registrations of foreign direct investment and overseas direct investment from SAFE, entities and individuals will be required to apply for such foreign exchange registrations from qualified banks. The qualified banks, under the supervision of SAFE, will directly examine applications and manage registrations.

March 30, 2015, SAFE promulgated SAFE Circular 19 to expand the reform nationwide. SAFE Circular 19 came into force and replaced both Circular 142 and Circular 36 on June 1, 2015, and had been abolished in part on December 30, 2019, revied on March 23, 2023. SAFE Circular 19 allows foreign-invested enterprises to make equity investments by using RMB funds converted from foreign exchange capital. However, Circular 19 continues to prohibit foreign-invested enterprises from, among other things, using RMB funds converted from foreign exchange capital for expenditure beyond the enterprise's business scope, providing entrusted loans, or repaying loans between non-financial enterprises.

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October 2019, SAFE promulgated Notice of the State Administration of Foreign Exchange on Further Promoting the Facilitation of Cross-border Trade and Investment ("[2019] Circular 28") to further promote the facilitation of cross-border trade and investment and relax certain restriction on foreign exchange settlement. I n In December 2023, SAFE promulgated Notice on Further Deepening the Reform to Facilitate Cross-border Trade and Investment ("[2023] Circular 28"), which revised certain rules stipulated in [2019] Circular 28. PRC residents or entities who had contributed legitimate onshore or offshore interests or assets to SPVs but had not obtained registration as required before the implementation of SAFE Circular 37 must register their ownership interests or control in the SPVs with qualified banks. An amendment to the registration is required if there is a material change with respect to the SPV registered, such as any change of basic information (including change of the PRC residents, name and operation term), increases or decreases in investment amount, transfers or exchanges of shares, and mergers or divisions. Failure to comply with the registration procedures set forth in SAFE Circular 37 and the subsequent notice, or making misrepresentations about or failure to disclose controllers of the foreign-invested enterprise that is established through round-trip investment, may result in restrictions being imposed on the foreign exchange activities of the relevant foreign-invested enterprise, including payment of dividends and other distributions, such as proceeds from any reduction in capital, share transfer or liquidation, to its offshore parent or affiliate, and the capital inflow from the offshore parent, and may also subject relevant PRC residents or entities to penalties under PRC foreign exchange administration regulations.

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" Risk Factors-Risks Related to Doing Business in China- We have completed The required filings with the CSRC for this offering. However, the approval, filing and/or other administration requirements of with the China Securities Regulatory Commission ("CSRC") or other PRC governmental authorities may be is required in connection with our future securities offerings this offering under PRC law, 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 such this offerings. " Regulations Relating to Employment Pursuant to the Labor Law of PRC, promulgated by SCNPC in July 1994 and revised in August 2009 and December 2018 (the "Labor Law"), and the Labor Contract Law of PRC, promulgated by SCNPC in June 2007 and amended in December 2012 (the "Labor Contract Law"), employers must execute written employment contracts with full-time employees. If an employer fails to enter into a written employment contract with an employee within one year from the date on which the employment relationship is established, the employer must rectify the situation by entering into a written employment contract with the employee and paying the employee twice the employee's salary for the period from the day following the lapse of one month from the date of establishment of the employment relationship to the day prior to the execution of the written employment contract. All employers must compensate their employees with wages equal to at least the local minimum wage standards. Violations of the PRC Labor Law and the Labor Contract Law may result in the imposition of fines and other administrative sanctions, and serious violations may result in criminal liabilities.

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to the Customs Law of the PRC promulgated by SCNPC on

to the Customs Law of the PRC promulgated by SCNPC on January 22, 1987, most recently amended on April 29, 2021, the consignor or consignee of the goods exported or imported as well as a customs declaration enterprise must register themselves for declaration activities at customs in accordance with the law. Anyone who is not registered at the customs shall not conduct declaration activities. Customs brokers or customs declaration persons shall not make customs declaration illegally on behalf of others or conduct customs declaration activities beyond their business scope. Pursuant to the Administrative Provisions of the Customs on Record-filing of Customs Declaration Entities promulgated by the General Administration of Customs (the "GAC") on November 19, 2021 and became effective on January 1, 2022, a consignor or consignee of imported and exported goods as well as customs declaration enterprise shall go through customs declaration entity record-filing formalities with the competent customs in accordance with the applicable provisions. Customs declaration entities may handle customs declarations business within the customs territory of the PRC.

1 unchanged paragraph

October 26, 2018, the GAC circulated the Announcement on Matters Related to Promoting the Integration of Customs Inspection and Optimizing the Registration of Customs Declaration which had been abolished on January 1, 2025, according to which, from October 29, 2018, the Certificate of the Customs of the People's Republic of China on Registration of the Customs Declaration Entity issued by the customs to the customs declaration enterprise that has completed the registration automatically reflects the two qualifications for customs declaration and the declaration for inspection and quarantine. The original "Registration Form for Declaration Enterprises for Entry-Exit Inspection and Quarantine" and "Registration Form for Entry-Exit Inspection and Quarantine Reporters" will no longer be issued. Any enterprises engaged in the business of making customs declarations and making the declaration for inspection and quarantine as an agent should obtain relevant certificate and make filings for customs declaration persons as prescribed by the foresaid regulations.

Any enterprises engaged in the business of making customs declarations and making the declaration for inspection and quarantine as an agent should obtain relevant certificate and make filings for customs declaration persons as prescribed by the foresaid regulations.

20 unchanged paragraphs

and (iv) any other circumstance where an application for the security assessment of outbound data transfer is required by the National Cyberspace Administration. The Guidelines for the Application for the Security Assessment of Outbound Data Transfer (First Edition) that was issued by the CAC and came into effect on August 31, 2022 further clarifies, among others, the scope of application, methods for declaration and the declaration process of the Security Assessment of Outbound Data Transfer.

July 7, 2022, the CAC promulgated Measures for the Security Assessment of Outbound Data Transfer (Version 1.0), which came into effect on September 1, 2022. On March 22, 2024, the CAC promulgated Measures for the Security Assessment of Outbound Data Transfer (Version 2.0), which came into effect on March 22, 2024. On June 27, 2025, the CAC promulgated Measures for the Security Assessment of Outbound Data Transfer (Version 3.0), which came into effect on June 27, 2025. According to such Measures, a data processor shall apply to the national cyberspace administration for the security assessment of the outbound data transfer through the local provincial cyberspace administration if it provides data to abroad under any of the following circumstances: (i) such data processor provides material data to abroad; (ii) the critical information infrastructure operator or such data processor that has processed personal data of over one million people provides personal data to abroad; (iii) the data processor that has provided personal data of over 100,000 people or sensitive personal data of over 10,000 people cumulatively since January 1 of the previous year provides personal data to abroad; and (iv) any other circumstance where an application for the security assessment of outbound data transfer is required by the National Cyberspace Administration. The Guidelines for the Application for the Security Assessment of Outbound Data Transfer (First Edition) that was issued by the CAC and came into effect on August 31, 2022 further clarifies, among others, the scope of application, methods for declaration and the declaration process of the Security Assessment of Outbound Data Transfer.

Principal stockholders 20 changes

1 unchanged paragraph

percentage ownership prior to the offering is based on 10,417,000 Ordinary Shares outstanding as of the date of this prospectus. The table also lists the percentage ownership after this offering based on Ordinary Shares and preferred shares outstanding immediately after the completion of this offering sale of 1,600,000 Ordinary Shares, assuming the Underwriter does not exercise its over-allotment option.

otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him, subject to applicable community property laws.

Ordinary Shares Beneficially Owned Prior to This Offering

Ordinary Shares Beneficially Owned After This Offering

Preferred Shares Beneficially Owned

Prior to and After This Offering

Aggregated Voting Power Before

Aggregated Voting Power After This

following table sets forth information with respect to the beneficial ownership of our ordinary shares as of October 5, 2026 for:

each beneficial owner of

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Notes to the financial statements 111 changes

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Business 414 changes

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Exhibits 32 changes

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